485BPOS 1 pea25rc485b70600.htm PEA 25 RC 485(B) 333-70600 pea25rc485b70600.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
As filed with the Securities and Exchange                                                      Registration No. 333-70600
Commission on April 30, 2009

                                                      Registration No. 811-05626

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

POST-EFFECTIVE AMENDMENT NO. [ 25 ]
                         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. [ ]

(Check appropriate box or boxes)
                                       
 
SEPARATE ACCOUNT B
(Exact name of Registrant)

ING USA ANNUITY AND LIFE INSURANCE COMPANY
(Name of Depositor)

1475 Dunwoody Drive
West Chester, Pennsylvania 19380-1478
(Address of Depositor’s Principal Executive Offices) (Zip Code)
Depositor’s Telephone Number, including Area Code (610) 425-3400

Michael A. Pignatella, Counsel		                                  John S. (Scott) Kreighbaum, Esq.
ING                                  ING Americas (U.S. Legal Services)
One Orange Way, C1S                                  1475 Dunwoody Drive
Windsor, CT 06095-4774                                  West Chester, PA 19308-1478
(860) 580-2831                                  (610) 425-3404
 
                                                               (Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:
As soon as practical after the effective date of the Registration Statement

It is proposed that this filing will become effective (check appropriate box):


          
immediately upon filing pursuant to paragraph (b) of Rule 485
  X   on May 1, 2009 pursuant to paragraph (b) of Rule 485
         60 days after filing pursuant to paragraph (a)(1) of Rule 485
            on pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

      this post-effective amendment designates a new effective date for a previously
              filed post-effective amendment.

Title of Securities Being Registered: Group and Individual Deferred Variable Annuity Contract

                                                                       PART A

ING USA Annuity and Life Insurance Company
and its Separate Account B

ING Rollover ChoiceSM Variable Annuity Contracts

Supplement dated May 1, 2009 to the Contract Prospectus dated May 1, 2009

The following information updates and amends certain information contained in your variable annuity Contract
Prospectus. Please read it carefully and keep it with your current Contract Prospectus for future reference.
   
   Effective in July and August certain funds offered through your contract will be reorganized into other funds as
    follows:

   Effective after the close of business on July 17, 2009, the following Disappearing Portfolios will reorganize into
    and become part of the following Surviving Portfolios:

Disappearing Portfolios Surviving Portfolios
   ING American Century Large Company Value Portfolio       ING T. Rowe Price Equity Income Portfolio
   ING Van Kampen Capital Growth Portfolio    ING RussellTM Large Cap Growth Index Portfolio

Accordingly, effective after the close of business on July 17, 2009 investments in the Disappearing Portfolios will
automatically become investments in the Surviving Portfolios, as follows:
 
         •                  All existing account balances invested in the ING American Century Large Company Value Portfolio (S
Class) will automatically become investments in the ING T. Rowe Price Equity Income Portfolio (Class S).
         • All existing account balances invested in the ING Van Kampen Capital Growth Portfolio (Class S) will
automatically become investments in the ING RussellTM Large Cap Growth Index Portfolio (Class S).
 
As a result of the reorganizations, effective after the close of business on July 17, 2009 all references to the
Disappearing Portfolios in the Contract Prospectus are hereby deleted.
 
Effective after the close of business on August 7, 2009, the following Disappearing Portfolios will reorganize
into and become part of the following Surviving Portfolios:

Disappearing Portfolios Surviving Portfolios
   ING Growth and Income Portfolio II    ING Growth and Income Portfolio
   ING Opportunistic LargeCap Growth Portfolio    ING Opportunistic LargeCap Portfolio
   ING Index Plus International Equity Portfolio    ING International Index Portfolio

Accordingly, effective after the close of business on August 7, 2009 investments in the Disappearing Portfolios
will automatically become investments in the Surviving Portfolios, as follows:
 
         •                  All existing account balances invested in the ING Growth and Income Portfolio II (Class S) will
automatically become investments in the ING Growth and Income Portfolio (Class S).
         • All existing account balances invested in the ING Opportunistic LargeCap Growth Portfolio (Class S) will
automatically become investments in the ING Opportunistic LargeCap Portfolio (Class S).
         • All existing account balances invested in the ING Index Plus International Equity Portfolio (Class S) will
automatically become investments in the ING International Index Portfolio (Class S).
 
As a result of the reorganizations, effective after the close of business on August 7, 2009 all references to the
Disappearing Portfolios in the Contract Prospectus are hereby deleted.

X.70600-09   1 of 2   May 2009

Unless you provide us with alternative allocation instructions, all future allocations directed to the Disappearing
Portfolios after the date of the reorganization will be automatically allocated to the Surviving Portfolios. You may
give us alternative allocation instructions at any time by contacting our Customer Service Center at:
 
                                        P.O. Box 9271
                                        Des Moines, Iowa 50306-9271
 
                                        1-800-366-0066
 
See also the Transfers Among Your Investments section of your Contract Prospectus for further
information about making fund allocation changes. More information about the funds available through your
contract, including information about the risks associated with investing in these funds, can be found in the
current prospectus and SAI for that fund. You may obtain these documents by contacting us at our Customer
Service Center noted above.

X.70600-09   2 of 2   May 2009

ING USA Annuity and Life Insurance Company
Separate Account B of ING USA Annuity and Life Insurance Company

Deferred Combination Variable and Fixed Annuity Prospectus

    RETIREMENT SOLUTIONS – ING ROLLOVER CHOICESM
                              VARIABLE ANNUITY
May 1, 2009

The Contract. The contract described in this prospectus is a group and individual deferred variable annuity contract
(the “contract”) offered by ING USA Annuity and Life Insurance Company (the “Company,” “we” or “our”) through
our Separate Account B (the “separate account”). The contract is currently available in connection with certain
retirement plans that qualify for special federal income tax treatment (“qualified contracts”) as well as those that do
not qualify for such treatment (“nonqualified contracts”). The contract may be purchased with funds from external
sources or by a transfer or rollover from an existing contract (the “prior contract”) issued by us or one of our affiliates
(“internal transfer”). A qualified contract may be issued as a traditional Individual Retirement Annuity (“IRA”) under
section 408(b) of the Internal Revenue Code of 1986 as amended (the “Tax Code”) or a Roth IRA under section 408A
of the Tax Code. The contract is not currently available as a Simplified Employer Pension (“SEP”) plan under Tax
Code section 408(k) or as a Simple IRA under Tax Code section 408(p). Prior to April 29, 2005, the contract was not
available as a nonqualified contract and could not be purchased with funds from external sources. Prior to
September 17, 2007, the contract was available as a tax deferred annuity under Tax Code section 403(b).

The contract provides a means for you to allocate your premium payments in one or more subaccounts, each of which
invests in one of the mutual funds (“funds”) listed on the next page. You may also allocate premium payments to our
Fixed Account with guaranteed interest periods. Your contract value will vary daily to reflect the investment
performance of the subaccount(s) you select and any interest credited to your allocations in the Fixed Account. Some
guaranteed interest periods or subaccounts may not be available in all states. The funds available under the contract
are listed on the back of this cover.

You have a right to return a contract within 10 days after you receive it for a refund of the adjusted contract value
(which may be more or less than the premium payments you paid). For IRAs, or if otherwise required by your state,
we will refund the original amount of your premium payment. Longer free look periods apply in some states and in
certain situations.

Replacing an existing annuity with the contract may not be beneficial to you. Your existing annuity may be
subject to fees or penalties on surrender, and the contract may have new charges.

Compensation. We pay compensation to broker-dealers whose registered representatives sell the contracts. See
“Contract Distribution” for further information about the amount of compensation we pay.

This prospectus provides information that you should know before investing and should be kept for future reference.
A Statement of Additional Information (“SAI”) dated May 1, 2009 has been filed with the Securities and Exchange
Commission (“SEC”), as well as a registration statement for the Fixed Account II, also dated May 1, 2009. They are
available without charge upon request. To obtain a copy of these documents, write to our Customer Service Center at
P.O. Box 9271, Des Moines, Iowa 50306-9271 or call 1-800-366-0066, or access the SEC’s website
(http://www.sec.gov). When looking for information regarding the contracts offered through this prospectus, you may
find it useful to use the number assigned to the registration statement under the Securities Act of 1933. This number is
333-70600. The number assigned to the registration statement for the Fixed Account II is 333-133156. The table of
contents of the SAI is on the last page of this prospectus and the SAI is made part of this prospectus by reference.

Additional Disclosure Information. Neither the SEC, nor any state securities commission, has approved or
disapproved the securities offered through this prospectus or passed on the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense. We do not intend for this prospectus to be an offer to sell or a
solicitation of an offer to buy these securities in any state that does not permit their sale. We have not authorized
anyone to provide you with information that is different than that contained in this prospectus.

Allocations to a subaccount investing in a fund are not bank deposits and are not insured or guaranteed by any
bank or by the Federal Deposit Insurance Corporation or any other government agency.

PRO.70600-09

The funds available under your contract are*:
 
 
   Fidelity® VIP Contrafund® Portfolio (Service Class 2) ING MidCap Opportunities Portfolio (Class S)(2)
   Fidelity® VIP Equity-Income Portfolio (Service Class 2) ING Oppenheimer Global Portfolio (S Class)(5)
   Franklin Small Cap Value Securities Fund (Class 2) ING Oppenheimer Strategic Income Portfolio (S Class)
   ING American Century Small-Mid Cap Value Portfolio ING Opportunistic LargeCap Portfolio (Class S)(2)
         (S Class) ING PIMCO High Yield Portfolio (Class S)
   ING American Funds Bond Portfolio(1) ING PIMCO Total Return Bond Portfolio (Class S)(2)
   ING American Funds Growth Portfolio(1) ING Pioneer Fund Portfolio (Class S)
   ING American Funds Growth-Income Portfolio(1) ING Pioneer Mid Cap Value Portfolio (Class S)
   ING American Funds International Portfolio(1) ING RussellTM Large Cap Growth Index Portfolio (Class S)
   ING Balanced Portfolio, Inc. (Class S)(2) ING Small Company Portfolio (Class S)(2)
   ING Baron Small Cap Growth Portfolio (S Class) ING SmallCap Opportunities Portfolio (Class S)(2)
   ING BlackRock Inflation Protected Bond Portfolio (Class S) ING Solution Income Portfolio (S Class)(6)
   ING BlackRock Large Cap Growth Portfolio (Class S)(3) ING Solution 2015 Portfolio (S Class)(6)
   ING BlackRock Science and Technology Opportunities ING Solution 2025 Portfolio (S Class)(6)
         Portfolio (Class S)(2) ING Solution 2035 Portfolio (S Class)(6)
   ING Clarion Global Real Estate Portfolio (Class S)(2) ING Solution 2045 Portfolio (S Class)(6)
   ING Davis New York Venture Portfolio (S Class) ING Strategic Allocation Conservative Portfolio (Class S)(2)(6)
   ING Evergreen Omega Portfolio (Class S) ING Strategic Allocation Growth Portfolio (Class S)(2)(6)
   ING Focus 5 Portfolio (Class S) ING Strategic Allocation Moderate Portfolio (Class S)(2)(6)
   ING Franklin Templeton Founding Strategy Portfolio (Class S) ING T. Rowe Price Capital Appreciation Portfolio (Class S)
   ING GET U.S. Core Portfolio(4) ING T. Rowe Price Diversified Mid Cap Growth Portfolio
   ING Growth and Income Portfolio (Class S)(2)      (S Class)
   ING Index Plus LargeCap Portfolio (Class S)(2) ING T. Rowe Price Equity Income Portfolio (Class S)
   ING Index Plus MidCap Portfolio (Class S)(2) ING T. Rowe Price Growth Equity Portfolio (S Class)
   ING Index Plus SmallCap Portfolio (Class S)(2) ING Templeton Foreign Equity Portfolio (S Class)
   ING Intermediate Bond Portfolio (Class S)(2) ING Thornburg Value Portfolio (S Class)
   ING International Index Portfolio (Class S) ING UBS U.S. Large Cap Equity Portfolio (S Class)
   ING International Value Portfolio (Class S)(2) ING U.S. Bond Index Portfolio (Class S)(2)
   ING JPMorgan Emerging Markets Equity Portfolio (Class S) ING Van Kampen Comstock Portfolio (S Class)
   ING JPMorgan Mid Cap Value Portfolio (S Class) ING Van Kampen Equity and Income Portfolio (S Class)(5)
   ING Legg Mason Partners Aggressive Growth Portfolio ING WisdomTreeSM Global High-Yielding Equity Index
         (S Class)      Portfolio (Class S)(7)
   ING Liquid Assets Portfolio (Class S) Oppenheimer Main Street Small Cap Fund®/VA
   ING Marsico International Opportunities Portfolio (Class S)      (Service Shares)
   ING MFS Total Return Portfolio (Class S) PIMCO VIT Real Return Portfolio (Administrative Class)
   ING MFS Utilities Portfolio (Class S) Pioneer Equity Income VCT Portfolio (Class II)
 
   * The ING Diversified International Fund (Class R) was closed to new investments on April 26, 2007. The ING American Century
Large Company Value Portfolio, ING Growth and Income Portfolio II, ING Index Plus International Equity Portfolio, ING
Opportunistic LargeCap Growth Portfolio, ING PIMCO Total Return Portfolio, and ING Van Kampen Capital Growth Portfolio
were closed to new investments on May 1, 2009. There is no further information about these funds in this prospectus.
   (1)   These portfolios are “Master-Feeder” funds. See “The Funds” for additional information.
   (2) This fund has changed its name to the name listed above. See Appendix B–The Funds for a complete list of former and current fund
names.
   (3) Class I shares of this fund are available only to those investors who were invested in the Initial Class shares of the ING American
Century Select Portfolio as of April 29, 2005. On April 27, 2007, the ING American Century Select Portfolio merged into the ING
BlackRock Large Cap Growth Portfolio.
   (4)   The ING GET U.S. Core Portfolio is not currently available for investment.
   (5)   As of April 29, 2005, Initial Class shares of this fund were closed for further investment.
   (6) These portfolios are structured as fund of funds that invest directly in shares of underlying funds. See “The Funds” for additional
information.
   (7)   WisdomTreeSM is a service mark of WisdomTree Investments.
 
   The above funds are purchased and held by corresponding divisions of our Separate Account B. We refer to the
   divisions as “subaccounts” and the money you place in the Fixed Account’s guaranteed interest periods as “Fixed
   Interest Allocations” in this prospectus.
 
 
 
 
   PRO.70600-09  

 TABLE OF CONTENTS
 
 
  Page     Page
      Statement of Additional Information  
Index of Special Terms ii        Table of Contents 74
 
Fees and Expenses 1   Appendix A  
           Condensed Financial Information CFI 1
Condensed Financial Information 5      
      Appendix B  
ING USA Annuity and Life Insurance Company 6        The Funds B1
 
ING USA Separate Account B 7   Appendix C  
           Fixed Account II C1
The Funds 8      
      Appendix D  
Covered Funds, Special Funds and Excluded Funds 9        Fixed Interest Division D1
 
Charges and Fees 10   Appendix E  
           Surrender Charge for Excess Withdrawals  
The Annuity Contract 16                Example E1
 
Optional Living Benefit Riders 22   Appendix F  
           Pro-Rata Withdrawal Adjustment for 5% Roll-up Death  
Withdrawals 44                Benefit Examples F1
 
Transfers Among Your Investments 47   Appendix G  
           Special Funds 5% Roll-up Death Benefit Examples G1
Death Benefit Choices 51      
      Appendix H  
The Income Phase 56        Examples of Minimum Guaranteed Income Benefit  
                   Calculation H1
Other Contract Provisions 60      
      Appendix I  
Contract Distribution 61        ING LifePay Plus and ING Joint LifePay Plus Partial  
           Withdrawal Amount Examples I1
Other Information 63      
      Appendix J  
Federal Tax Considerations 64        Examples of Fixed Allocation Funds Automatic  
                   Rebalancing JI
 
      Appendix K  
           Information Regarding Previous Versions of the  
           ING LifePay Plus and ING Joint LifePay Plus  
                   Riders KI
 
      Appendix L  
           ING LifePay and ING Joint LifePay Riders L1
 
 
 
 
PRO.70600-09

INDEX OF SPECIAL TERMS

The following special terms are used throughout this prospectus. Refer to the page(s) listed for an explanation of
each term:

Special Term   Page
Accumulation Unit   5
Annual Ratchet   29
Annual Ratchet Enhanced Death Benefit   54
Annuitant   16
Cash Surrender Value   21
Contract Date   16
Contract Owner   16
Contract Value   20
Contract Year   16
Covered Fund   9
Excluded Fund   9
Free Withdrawal Amount   11
Income Phase Start Date   16
Net Investment Factor   5
Net Rate of Return   5
Quarterly Ratchet   K-3
Restricted Funds   9
Rider Date   23
5% Roll-up   53
Special Funds   9
Standard Death Benefit   53

The following terms as used in this prospectus have the same or substituted meanings as the corresponding terms
currently used in the contract:

         Term Used in This Prospectus   Corresponding Term Used in the Contract
         Accumulation Unit Value   Index of Investment Experience
         Income Phase Start Date   Annuity Commencement Date
         Contract Owner   Owner or Certificate Owner
         Contract Value   Accumulation Value
         Transfer Charge   Excess Allocation Charge
         Fixed Interest Allocation   Fixed Allocation
         Free Look Period   Right to Examine Period
         Guaranteed Interest Period   Guarantee Period
         Subaccount(s)   Division(s)
         Net Investment Factor   Experience Factor
         Regular Withdrawals   Conventional Partial Withdrawals
         Withdrawals   Partial Withdrawals
 
 
 
 
PRO.70600-09          ii

FEES AND EXPENSES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering
the contract. The first table describes the fees and expenses that you will pay at the time that you buy the
contract, surrender the contract, or transfer contract value between investment options. State premium
taxes which currently range from 0% to 4% of premium payments may also be deducted. Any premium tax
is deducted from the contract value.
Contract Owner Transaction Expenses1                
 
Surrender Charge                
 
 Complete Years Elapsed 0 1 2 3 4 5 6 7+
          Since Premium Payment*  
 Surrender Charge (as a percentage of  
 premium payment withdrawn) 6% 6% 5% 4% 3% 2% 1% 0%

* For amounts transferred or rolled over into this contract as an internal transfer, see “Charges Deducted From
Contract Value–Surrender Charge.”
             Transfer Charge2 $25
             (per transfer, if you make more than 12 transfers in a contract year)  
            1 If you are invested in a Fixed Interest Allocation, a Market Value Adjustment may apply to certain transactions. This may increase or decrease your contract value and/or your transfer or surrender amount.
            2   We currently do not impose this charge, but may do so in the future.

The next table describes the fees and expenses that you will pay periodically during the time that you own
the contract, not including fund fees and expenses.
Annual Contract Administrative Charge3  
             Administrative Charge $30
             (We waive this charge if the total of your premium payment is $50,000 or more or if your contract value at
             the end of a contract year is $50,000 or more.)
             3   We deduct this charge on each contract anniversary and on surrender.
Separate Account Annual Charges4
The following charges apply to contracts established prior to August 7, 2003, and contracts issued in Oregon:

    Option
Package I 		Option
Package II 		Option
Package III
Mortality & Expense Risk Charge 0.60% 0.80% 0.95%
Asset-Based Administrative Charge 0.15% 0.15% 0.15%
      Total 0.75% 0.95% 1.10%
ING GET Fund Guarantee Charge5 0.50% 0.50% 0.50%
     Total With the ING GET Fund Guarantee Charge 1.25% 1.45% 1.60%

4 As a percentage of average daily assets in each subaccount. The Separate Account Annual Charges are deducted
   daily.
5 The ING GET U.S. Core Portfolio (“ING GET Fund”) Guarantee Charge is deducted daily during the guarantee
   period from amounts allocated to the ING GET U.S. Core Portfolio investment option. Please see “The Funds–ING
   GET U.S. Core Portfolio” for a description of the ING GET U.S. Core Portfolio guarantee. The ING GET U.S. Core
   Portfolio is not currently available for investment under the contract.

PRO.70600-09                                                                   1

The following charges apply to contracts established on or after August 7, 2003 (or upon state approval, if later):

       Option
Package I 		Option
Package II 		Option
Package III
Mortality & Expense Risk Charge 0.85% 1.05% 1.20%
Asset-Based Administrative Charge 0.15% 0.15% 0.15%
     Total 1.00% 1.20% 1.35%
ING GET Fund Guarantee Charge6 0.50% 0.50% 0.50%
     Total With the ING GET Fund Guarantee Charge 1.50% 1.70% 1.85%

      6     

The ING GET U.S. Core Portfolio Guarantee Charge is deducted daily during the guarantee period from amounts
allocated to the ING GET U.S. Core Portfolio investment option. Please see “The Funds–ING GET U.S. Core
Portfolio” for a description of the ING GET U.S. Core Portfolio guarantee. The ING GET U.S. Core Portfolio is not
currently available for investment under the contract.

 
Optional Rider Charges1
 
         Minimum Guaranteed Income Benefit rider:
 
As an Annual Charge
(Charge Deducted Quarterly)
0.60% of the MGIB Benefit Base2    
         ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider3 :
 
As an Annual Charge–Currently
(Charge Deducted Quarterly)		  Maximum Annual Charge
0.80% of the ING LifePay Plus Base    1.50% of the ING LifePay Plus Base  
 
         ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider4 :
 
As an Annual Charge–Currently
(Charge Deducted Quarterly)		 Maximum Annual Charge
1.05% of the ING Joint LifePay Plus Base  1.70% of the ING Joint LifePay Plus Base  
 
             1     Optional rider charges are expressed as a percentage, rounded to the nearest hundredth of one percent. The basis
for an optional rider charge is sometimes a benefit base or contract value, as applicable. Optional rider charges
are deducted from the contract value in your subaccount allocations (and/or your Fixed Interest Allocations if
there is insufficient contract value in the subaccounts). These tables contain the charges for the current versions
of these riders. For information about previous versions of these riders, including charges, see Appendix K and
Appendix L.
              2 For more information about how the MGIB Benefit Base is determined, please see “Optional Living Benefit
Riders–Minimum Guaranteed Income Benefit (MGIB) Rider–Determining the MGIB Annuity Income.”
              3 The ING LifePay Plus Base is calculated based on premium if this rider is elected at contract issue. The ING
LifePay Plus Base is calculated based on contract value if this rider is added after contract issue. The charge for
this rider can increase upon an Annual Ratchet once the Lifetime Withdrawal Phase begins, subject to the
maximum charge. We promise not to increase the charge for your first five rider years. For more information
about the ING LifePay Plus Base and Annual Ratchet, please see “Charges and Fees–Optional Rider Charges–
ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING LifePay Plus) Rider Charge” and “Optional
Living Benefit Riders–ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”)
Rider–Annual Ratchet.”
              4 The ING LifePay Plus Base is calculated based on premium if this rider is elected at contract issue. The ING
LifePay Plus Base is calculated based on contract value if this rider is added after contract issue. The charge for
this rider can increase upon an Annual Ratchet once the Lifetime Withdrawal Phase begins, subject to the
maximum charge. We promise not to increase the charge for your first five rider years. For more information
about the ING LifePay Plus Base and Annual Ratchet, please see “Charges and Fees–Optional Rider Charges–
ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay Plus) Rider Charge” and
“Optional Living Benefit Riders–ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint
LifePay Plus”) Rider–Annual Ratchet.”
 
 
 
 
PRO.70600-09                2

The next item shows the minimum and maximum total operating expenses charged by a fund that you may
pay periodically during the time that you own the contract. More detail concerning each fund’s fees and
expenses is contained in the prospectus for each fund.

  Total Annual Fund Operating Expenses   Minimum Maximum
(expenses that are deducted from fund assets, including management
fees, distribution and/or service (12b-1) fees, and other expenses):		 0.53% 1.50%

Examples:

These Examples are intended to help you compare the cost of investing in the contract with the cost of investing in
other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate
account annual expenses, and fund fees and expenses.

Premium taxes (which currently range from 0% to 4% of premium payments) may apply, but are not reflected in
the examples below.

A. This example assumes that you invest $10,000 in the contract for the time periods indicated. The example also
assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the
funds. Specifically, the example assumes election of Option Package III for contracts established on or after
August 7, 2003. The example reflects the deduction of a mortality and expense risk charge, an asset-based
administrative charge, and the annual contract administrative charge as an annual charge of 0.033% of assets. The
example also assumes you elected the Minimum Guaranteed Income Benefit rider with an assumed annual charge
of 0.60% of the MGIB Benefit Base, and the rider charge is assessed each quarter on a base equal to the
hypothetical $10,000 premium increasing at 5% per year. If you elect different options, your expenses may be
lower. If some or all of the amounts held under the contract are transfer amounts or otherwise not subject to
surrender charge, the actual surrender charge will be lower than that represented in the example. Surrender charges
may apply if you choose to begin receiving income phase payments within the first contract year and, under certain
circumstances, within the first 7 contract years.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1) If you surrender your contract at the end of the applicable time period:
1 year 3 years 5 years 10 years
$963 $1,666 $2,382 $4,956
2) If you annuitize at the end of the applicable time period:
1 year 3 years 5 years 10 years
$963 $1,666 $2,382 $4,956
3) If you do not surrender your contract:
1 year 3 years 5 years 10 years
$363 $1,166 $2,082 $4,956

B. This example assumes that you invest $10,000 in the contract for the time periods indicated. The example also
assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the
funds. Specifically, the example assumes election of Option Package III for contracts established on or after
August 7, 2003. The example reflects the deduction of a mortality and expense risk charge, an asset-based
administrative charge, and the annual contract administrative charge as an annual charge of 0.033% of assets. The
example also assumes the election of the ING LifePay Plus rider, and reflects the maximum ING LifePay Plus rider
charge of 1.50% of the ING LifePay Plus Base. If you elect different options, your expenses may be lower. If some
or all of the amounts held under the contract are transfer amounts or otherwise not subject to surrender charge, the
actual surrender charge will be lower than that represented in the example. Surrender charges may apply if you
choose to begin receiving income phase payments within the first contract year and, under certain circumstances,
within the first 7 contract years.

PRO.70600-09                                                                     3

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1) If you surrender your contract at the end of the applicable time period:
1 year 3 years 5 years 10 years
$1,053 $1,933 $2,824 $5,805
2) If you annuitize at the end of the applicable time period:
1 year 3 years 5 years 10 years
$1,053 $1,933 $2,824 $5,805
3) If you do not surrender your contract:
1 year 3 years 5 years 10 years
$453 $1,433 $2,524 $5,805

C. This example assumes that you invest $10,000 in the contract for the time periods indicated. The example also
assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the
funds. Specifically, the example assumes election of Option Package III for contracts established on or after
August 7, 2003. The example reflects the deduction of a mortality and expense risk charge, an asset-based
administrative charge, and the annual contract administrative charge as an annual charge of 0.033% of assets. The
example also assumes the election of the ING Joint LifePay Plus rider, and reflects the maximum ING Joint
LifePay Plus rider charge of 1.70% of the ING Joint LifePay Plus Base. If you elect different options, your
expenses may be lower. If some or all of the amounts held under the contract are transfer amounts or otherwise not
subject to surrender charge, the actual surrender charge will be lower than that represented in the example.
Surrender charges may apply if you choose to begin receiving income phase payments within the first contract year
and, under certain circumstances, within the first 7 contract years.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1) If you surrender your contract at the end of the applicable time period:
1 year 3 years 5 years 10 years
$1,073 $1,994 $2,926 $6,014
2) If you annuitize at the end of the applicable time period:
1 year 3 years 5 years 10 years
$1,073 $1,994 $2,926 $6,014
3) If you do not surrender your contract:
1 year 3 years 5 years 10 years
$473 $1,494 $2,626 $6,014


Compensation is paid for the sale of the contracts. For information about this compensation, see “Contract
Distribution–Selling the Contract.”

Fees Deducted by the Funds

Using This Information. The fund prospectuses show the investment advisory fees, 12b-1 fees and other expenses
including service fees (if applicable) charged annually by each fund. See the “Charges and Fees” section of this
prospectus, and the fund prospectuses, for further information. Fund fees are one factor that impacts the value of a
fund share. To learn about additional factors, refer to the fund prospectuses.

The Company may receive compensation from each of the funds or the funds’ affiliates based on an annual
percentage of the average net assets held in that fund by the Company. The percentage paid may vary from one
fund company to another. For certain funds, some of this compensation may be paid out of 12b-1 fees or service
fees that are deducted from fund assets. Any such fees deducted from fund assets are disclosed in the fund
prospectuses. The Company may also receive additional compensation from certain funds for administrative,
recordkeeping or other services provided by the Company to the funds or the funds’ affiliates. These additional
payments may also be used by the Company to finance distribution. These additional payments are made by the
funds or the funds’ affiliates to the Company and do not increase, directly or indirectly, the fund fees and expenses.
See “Charges and Fees–Fund Expenses” for additional information.

PRO.70600-09                                                                 4

In the case of fund companies affiliated with the Company, where an affiliated investment adviser employs
subadvisers to manage the funds, no direct payments are made to the Company or the affiliated investment adviser
by the subadvisers. Subadvisers may provide reimbursement for employees of the Company or its affiliates to
attend business meetings or training conferences. Investment management fees are apportioned between the
affiliated investment adviser and subadviser. This apportionment varies by subadviser, resulting in varying amounts
of revenue retained by the affiliated investment adviser. This apportionment of the investment advisory fee does not
increase, directly or indirectly, fund fees and expenses. See “Charges and Fees–Fund Expenses” for additional
information.

How Fees are Deducted. Fees are deducted from the value of the fund shares on a daily basis, which in turn affects
the value of each subaccount that purchases fund shares.

CONDENSED FINANCIAL INFORMATION

Understanding Condensed Financial Information. In Appendix A, we provide condensed financial information
about Separate Account B subaccounts available under the contracts. The tables show the value of the subaccounts
over the past 10 years. For subaccounts that were not available 10 years ago, we give a history from the date of first
availability or the date purchase payments were first received in the subaccount under the contract.

Financial Statements. The statements of assets and liabilities, the statements of operations, the statements of
changes in net assets and the related notes to financial statements for Separate Account B and the financial
statements and the related notes to financial statements for ING USA Annuity and Life Insurance Company are
included in the Statement of Additional Information.

Accumulation Unit
We use accumulation units to calculate the value of a contract. Each subaccount of Separate Account B has its own
accumulation unit value. The accumulation units are valued each business day that the New York Stock Exchange
is open for trading. Their values may increase or decrease from day to day according to a Net Investment Factor,
which is primarily based on the investment performance of the applicable fund. Shares in the funds are valued at
their net asset value.

The Net Investment Factor
The Net Investment Factor is an index number which reflects certain charges under the contract and the investment
performance of the subaccount. The Net Investment Factor is calculated for each subaccount as follows:

1)     

We take the net asset value of the subaccount at the end of each business day.

2)     

We add to 1) the amount of any dividend or capital gains distribution declared for the subaccount and
reinvested in such subaccount. We subtract from that amount a charge for our taxes, if any.

3)     

We divide 2) by the net asset value of the subaccount at the end of the preceding business day.

4)     

We then subtract the applicable daily mortality and expense risk charge, the daily asset-based
administrative charge, and any optional rider charges that may be deducted daily from the subaccount and,
for the ING GET Fund subaccount only, the daily ING GET Fund guarantee charge.

Calculations for the subaccounts are made on a per share basis.

The Net Rate of Return equals the Net Investment Factor minus one.

Performance Information
From time to time, we may advertise or include in reports to contract owners performance information for the
subaccounts of Separate Account B, including the average annual total return performance, yields and other
nonstandard measures of performance. Such performance data will be computed, or accompanied by performance
data computed, in accordance with standards defined by the SEC.

PRO.70600-09                                                                         5

Standard total average annual return performance will include average annual rates of total return for 1, 5 and 10
year periods, or lesser periods depending on how long Separate Account B has been investing in the fund. We may
show other total returns for periods of less than one year. Total return figures will be based on the actual historic
performance of the subaccounts of Separate Account B, assuming an investment at the beginning of the period
when the separate account first invested in the fund (or when the fund was first made available through the Separate
Account) and withdrawal of the investment at the end of the period, adjusted to reflect the deduction of all
applicable fund and current contract charges. We may also show rates of total return on amounts invested at the
beginning of the period with no withdrawal at the end of the period. Total return figures which assume no
withdrawals at the end of the period will reflect all recurring charges, but will not reflect the surrender charge. In
addition, we may present historic performance data for the funds since their inception reduced by some or all of the
fees and charges under the contract. Such adjusted historic performance includes data that precedes the inception
dates of the subaccounts of Separate Account B. This data is designed to show the performance that would have
resulted if the contract had been in existence before the separate account began investing in the funds.

Performance information reflects only the performance of a hypothetical contract and should be considered in light
of other factors, including the investment objective of the fund and market conditions. Please keep in mind that past
performance is not a guarantee of future results.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

ING USA Annuity and Life Insurance Company (“the Company”) is an Iowa stock life insurance company, which
was originally incorporated in Minnesota on January 2, 1973. The Company is a wholly owned subsidiary of Lion
Connecticut Holdings Inc. (“Lion Connecticut”), which in turn is a wholly owned subsidiary of ING Groep N.V.
(“ING”), a global financial services holding company based in The Netherlands. The Company is authorized to sell
insurance and annuities in all states, except the state of New York, and the District of Columbia. The Company’s
financial statements appear in the Statement of Additional Information.

Lion Connecticut is the holding company for Directed Services LLC, the investment manager of the ING Investors
Trust and ING Partners, Inc., and the distributor of the contracts, and other interests. ING Investments, LLC and
ING Investment Management, Co., portfolio managers of the ING Investors Trust, and the investment managers of
the ING Variable Insurance Trust, ING Variable Products Trust, and ING Variable Product Portfolios, respectively,
are affiliates of the Company.

Our principal office is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.

Regulatory Developments – the Company and the Industry. As with many financial services companies, the
Company and its affiliates have received informal and formal requests for information from various state and
federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of
the products and practices of the financial services industry. In each case, the Company and its affiliates have been
and are providing full cooperation.

Insurance and Retirement Plan Products and Other Regulatory Matters. Federal and state regulators and self-
regulatory agencies are conducting broad inquiries and investigations involving the insurance and retirement
industries. These initiatives currently focus on, among other things, compensation, revenue sharing, and other sales
incentives; potential conflicts of interest; sales and marketing practices (including sales to seniors); specific product
types (including group annuities and indexed annuities); and disclosure. The Company and certain of its U.S.
affiliates have received formal and informal requests in connection with such investigations, and have cooperated
and are cooperating fully with each request for information. Some of these matters could result in regulatory action
involving the Company.

These initiatives also may result in new legislation and regulation that could significantly affect the financial
services industry, including businesses in which the Company is engaged.

In light of these and other developments, U.S. affiliates of ING, including the Company, periodically review
whether modifications to their business practices are appropriate.

PRO.70600-09                                                                    6

Investment Product Regulatory Issues. Since 2002, there has been increased governmental and regulatory
activity relating to mutual funds and variable insurance products. This activity has primarily focused on
inappropriate trading of fund shares; directed brokerage; compensation; sales practices, suitability, and supervision;
arrangements with service providers; pricing; compliance and controls; adequacy of disclosure; and document
retention.

In addition to responding to governmental and regulatory requests on fund trading issues, ING management, on its
own initiative, conducted, through special counsel and a national accounting firm, an extensive internal review of
mutual fund trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify
any instances of inappropriate trading in those products by third parties or by ING investment professionals and
other ING personnel.

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of
mutual funds within the variable insurance and mutual fund products of certain affiliates of the Company, and
identified other circumstances where frequent trading occurred despite measures taken by ING intended to combat
market timing. Each of the arrangements has been terminated and disclosed to regulators, to the independent
trustees of ING Funds (U.S.) and in Company reports previously filed with the SEC pursuant to the Securities
Exchange Act of 1934, as amended.

Action has been or may be taken by regulators with respect to certain ING affiliates before investigations relating to
fund trading are completed. The potential outcome of such action is difficult to predict but could subject certain
affiliates to adverse consequences, including, but not limited to, settlement payments, penalties, and other financial
liability. It is not currently anticipated, however, that the actual outcome of any such action will have a material
adverse effect on ING or ING’s U.S. based operations, including the Company.

ING has agreed to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct
by ING or its employees or from ING’s internal investigation, any investigations conducted by any governmental
or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC.
Management reported to the ING Funds Board that ING management believes that the total amount of any
indemnification obligations will not be material to ING or ING’s U.S. based operations, including the Company.

Product Regulation. Our products are subject to a complex and extensive array of state and federal tax, securities
and insurance laws, and regulations, which are administered and enforced by a number of governmental and self-
regulatory authorities. Specifically, U.S. federal income tax law imposes requirements relating to nonqualified
annuity product design, administration, and investments that are conditions for beneficial tax treatment of such
products under the Tax Code. (See “Federal Tax Considerations” for further discussion of some of these
requirements.) Failure to administer certain nonqualified contract features (for example, contractual income phase
dates in nonqualified annuities) could affect such beneficial tax treatment. In addition, state and federal securities
and insurance laws impose requirements relating to insurance and annuity product design, offering and distribution,
and administration. Failure to meet any of these complex tax, securities, or insurance requirements could subject
the Company to administrative penalties, unanticipated remediation, or other claims and costs.

ING USA SEPARATE ACCOUNT B

ING USA Separate Account B (“Separate Account B”) was established as a separate account of the Company on
July 14, 1988. It is registered with the SEC as a unit investment trust under the Investment Company Act of 1940
as amended (the “1940 Act”). Separate Account B is a separate investment account used for our variable annuity
contracts. We own all the assets in Separate Account B but such assets are kept separate from our other accounts.

Separate Account B is divided into subaccounts. Each subaccount invests exclusively in shares of one fund of a
fund. Each fund has its own distinct investment objectives and policies. Income, gains and losses, realized or
unrealized, of a portfolio are credited to or charged against the corresponding subaccount of Separate Account B
without regard to any other income, gains or losses of the Company. Assets equal to the reserves and other contract
liabilities with respect to each are not chargeable with liabilities arising out of any other business of the Company.
They may, however, be subject to liabilities arising from subaccounts whose assets we attribute to other variable
annuity contracts supported by Separate Account B. If the assets in Separate Account B exceed the required
reserves and other liabilities, we may transfer the excess to our general account. We are obligated to pay all benefits
and make all payments provided under the contracts.

PRO.70600-09                                                                      7

Note: We currently offer other variable annuity contracts that invest in Separate Account B but are not discussed
in this prospectus. Separate Account B may also invest in other funds which are not available under your contract.
Under certain circumstances, we may make certain changes to the subaccounts. For more information, see “The
Annuity Contract–Addition, Deletion, or Substitution of Subaccounts and Other Changes.”

THE FUNDS

You will find information about the funds currently available under your contract in Appendix B–The
Funds. A prospectus containing more complete information on each fund may be obtained by calling our
Customer Service Center at 1-800-366-0066. You should read the prospectus carefully before investing.

Certain funds may be structured as “fund of funds” (including the ING Solutions portfolios and the ING Strategic
Allocation portfolios) or “Master-Feeder” funds (including the ING American Funds portfolios). The funds may
have higher fees and expenses than a fund that invests directly in debt and equity securities because they also incur
the fees and expenses of the underlying funds in which they invest. These funds are affiliated funds, and the
underlying funds in which they invest may be affiliated as well. The fund prospectuses disclose the aggregate
annual operating expenses of each fund and its corresponding underlying fund or funds. These funds are identified
in the fund list on the inside front cover of this prospectus.

If, due to differences in tax treatment or other considerations, the interests of the contract owners of various
contracts participating in the funds conflict, we, the Board of Trustees or Directors of the funds, and any other
insurance companies participating in the funds will monitor events to identify and resolve any material conflicts
that may arise.

ING GET U.S. Core Portfolio
An ING GET U.S. Core Portfolio (“ING GET Fund”) series may be available during the accumulation phase of the
contract. We make a guarantee, as described below, when you allocate money into an ING GET Fund series. Each
ING GET Fund series has an offering period of three months or longer, which precedes the guarantee period. The
ING GET Fund series investment option may not be available under your contract or in your state.

Various series of the ING GET Fund may be offered from time to time, and additional charges will apply if you
elect to invest in one of these series. We are not currently offering any series of the ING GET Fund for investment.
The Company makes a guarantee when you direct money into an ING GET Fund series. We guarantee that the
value of an accumulation unit of the ING GET Fund subaccount for that series under the contract on the maturity
date will not be less than its value as determined after the close of business on the last day of the offering period for
that ING GET Fund series. If the value on the maturity date is lower than it was on the last day of the offering
period, we will add funds to the ING GET Fund subaccount for that series to make up the difference. This means
that if you remain invested in the ING GET Fund until the maturity date, at the maturity date, you will receive no
less than the value of your separate account investment directed to the ING GET Fund series as of the last day of
the offering period, less charges not reflected in the accumulation unit value, and any amounts you transfer or
withdraw from the ING GET Fund subaccount for that series.

The value of dividends and distributions made by the ING GET Fund series throughout the guarantee period is
taken into account in determining whether, for purposes of the guarantee, the value of your ING GET Fund
investment on the maturity date is no less than its value as of the last day of the offering period. If you withdraw or
transfer funds from an ING GET Fund series prior to the maturity date, we will process the transactions at the
actual unit value next determined after we receive your request. The ING GET Fund subaccount is not available for
dollar cost averaging or automatic rebalancing.

Before the maturity date, we will send a notice to each contract owner who has allocated amounts to the ING GET
Fund series. This notice will remind you that the maturity date is approaching and that you must choose other
investment options for your ING GET Fund series amounts. If you do not make a choice, on the maturity date we
will transfer your ING GET Fund series amounts to another available series of the ING GET Fund that is then
accepting deposits. If no ING GET Fund is then available, we will transfer your ING GET Fund series amounts to
the fund or funds that we designate.

Please see the ING GET U.S. Core Portfolio prospectus for a complete description of the ING GET Fund
investment option, including charges and expenses.

PRO.70600-09                                                                        8

Restricted Funds
We may designate any investment option as a Restricted Fund and limit the amount you may allocate or transfer to
a Restricted Fund. We may establish any such limitation, at our discretion, as a percentage of premium or contract
value or as a specified dollar amount and change the limitation at any time. Currently, we have not designated any
investment option as a Restricted Fund. We may, with 30 days notice to you, designate any fund as a Restricted
Fund or change the limitations on existing contracts with respect to new premiums added to such fund and also
with respect to new transfers to such fund. If a change is made with regard to designation as a Restricted Fund or
applicable limitations, such change will apply only to transactions effected after such change.

We limit your investment in the Restricted Funds on both an aggregate basis for all Restricted Funds and for each
individual Restricted Fund. The aggregate limits for investment in all Restricted Funds are expressed as a
percentage of contract value, percentage of premium and maximum dollar amount. Currently, your investment in
two or more Restricted Funds would be subject to each of the following three limitations: no more than 30% of
contract value, up to 100% of each premium and no more than $9,999,999. We may change these limits, at our
discretion, for new contracts, premiums, transfers or withdrawals.

We also limit your investment in each individual Restricted Fund. The limits for investment in each Restricted
Fund are expressed as a percentage of contract value, percentage of premium and maximum dollar amount.
Currently, the limits for investment in an individual Restricted Fund are the same as the aggregate limits set forth
above. We may change these limits, in our discretion, for new contracts, premiums, transfers or withdrawals.

We monitor the aggregate and individual limits on investments in Restricted Funds for each transaction (e.g.
premium payments, reallocations, withdrawals, dollar cost averaging). If the contract value in the Restricted Fund
has increased beyond the applicable limit due to market growth, we will not require the reallocation or withdrawal
of contract value from the Restricted Fund. However, if an aggregate limit has been exceeded, withdrawals must be
taken either from the Restricted Funds or taken pro-rata from all investment options in which contract value is
allocated, so that the percentage of contract value in the Restricted Funds following the withdrawal is less than or
equal to the percentage of contract value in the Restricted Funds prior to the withdrawal.

We will allocate pro-rata the portion of any premium payment that exceeds the limits with a Restricted Fund to
your other investment option choices not designated as Restricted Funds, or to a specially designated subaccount if
there are none (currently, the ING Liquid Assets Portfolio), unless you instruct us otherwise.

We will not permit a transfer to the Restricted Funds to the extent that it would increase the contract value in the
Restricted Fund or in all Restricted Funds to more than the applicable limits set forth above. We will not limit
transfers from Restricted Funds. If the result of multiple reallocations is to lower the percentage of total contract
value in Restricted Funds, the reallocation will be permitted even if the percentage of contract value in a Restricted
Fund is greater than its limit.

Please see “Withdrawals” and “Transfers Among Your Investments” in this prospectus for more information on the
effect of Restricted Funds.

COVERED FUNDS, SPECIAL FUNDS AND EXCLUDED FUNDS

For purposes of determining death benefits, we assign the investment options to one of three categories of funds.
The categories are:

1)     

Covered Funds;

2)     

Special Funds; and

3)     

Excluded Funds.

Allocations to Covered Funds participate fully in all guaranteed benefits. Allocations to Special Funds could affect
the death benefit guarantee that may otherwise be provided. Allocations to Excluded Funds do not participate in
any guaranteed benefits due to their potential for volatility.

PRO.70600-09                                                                           9

Designation of investment options under these categories may vary by benefit. For example, we may designate an
investment option a Special Fund for purposes of calculating one death benefit and not another. We may, with 30
days notice to you, designate any investment option as a Special or Excluded Fund with respect to new premiums
added to such investment option, with respect to new transfers to such investment option and with respect to the
death benefits to which such designation applies. Selecting a Special or Excluded Fund may limit or reduce the
death benefit. (See “Death Benefit Choices” in this prospectus for more information.)

CHARGES AND FEES

We deduct the contract charges described below to compensate us for our cost and expenses, services provided and
risks assumed under the contracts. We incur certain costs and expenses for distributing and administering the
contracts, including compensation and expenses paid in connection with sales of the contracts, for paying the
benefits payable under the contracts, and for bearing various risks associated with the contracts. Some of the
charges are for optional riders, so they are only deducted if you elect to purchase the rider. The amount of a
contract charge will not always correspond to the actual costs associated with the charge. For example, the
surrender charge collected may not fully cover all of the distribution expenses incurred by us with the service or
benefits provided. In the event there are any profits from fees and charges deducted under the contract, including
the mortality and expense risk charge and rider and benefit charges, we may use such profits to finance the
distribution of contracts.

Charge Deduction Subaccount
You may elect to have all charges against your contract value (except daily charges) deducted directly from a single
subaccount designated by the Company. Currently, we use the ING Liquid Assets Portfolio subaccount for this
purpose. If you do not elect this option, or if the amount of the charges is greater than the amount in the designated
subaccount, the charges will be deducted as discussed below. You may cancel this option at any time by sending
notice to our Customer Service Center in a form satisfactory to us.

Charges Deducted from the Contract Value
We deduct the following charges from your contract value:

Internal transfers when the prior contract or arrangement either imposed a front end load or had no
applicable surrender charge: There is no surrender charge under this contract on amounts transferred or rolled
over from a prior contract as an internal transfer when the prior contract imposed a front end load, there was no
applicable surrender charge under the prior contract, or if the prior contract would not have assessed a surrender
charge if the money had been transferred to a contract issued by a non-affiliated company.

Transfers from external sources, internal transfers when the prior contract had an applicable surrender
charge and/or additional premium payments not part of an internal transfer: We deduct a surrender charge if
you surrender your contract or withdraw an amount exceeding the free withdrawal amount. The free withdrawal
amount for a contract year is the greater of: 1) 10% of contract value, based on the contract value on the date of
withdrawal, less any prior withdrawals in that contract year; or 2) your required minimum distribution (“RMD”)
attributable to amounts held under your contract. Under Option Package III, any unused free withdrawal amount
may carry forward to successive contract years, but in no event would the free withdrawal amount at any time
exceed 30% of contract value.

The following table shows the schedule of the surrender charge that will apply, based on the total premium
withdrawn. The surrender charge is deducted from the amount requested for withdrawal. The surrender charge is a
percent of each premium payment withdrawn. For internal transfers, the amount subject to surrender charge is the
lesser of premium payments paid under the prior contract or the initial contract value.

Complete Years Elapsed 0 1 2 3 4 5 6 7+
        Since Premium Payment*                
Surrender Charge 6% 6% 5% 4% 3% 2% 1% 0%
  * For amounts transferred or rolled over into this contract as an internal transfer, the “Complete Years Elapsed” are
    calculated from the date of the first premium payment made under the prior contract or, if earlier, the effective date of
    the prior contract.
 
 
             
 
 
 
 
PRO.70600-09                                                    10

Waiver of Surrender Charge for Extended Medical Care. We will waive the surrender charge in most states in
the following events: (i) you begin receiving qualified extended medical care on or after the first contract
anniversary for at least 45 days during a 60-day period and your request for the surrender or withdrawal, together
with all required documentation is received at our Customer Service Center during the term of your care or within
90 days after the last day of your care; or (ii) you are first diagnosed by a qualifying medical professional, on or
after the first contract anniversary, as having a qualifying terminal illness. We have the right to require an
examination by a physician of our choice. If we require such an examination, we will pay for it. You are required to
send us satisfactory written proof of illness. See your contract for more information. The waiver of surrender
charge may not be available in all states.

Free Withdrawal Amount. The Free Withdrawal Amount in any contract year is the greater of: 1) 10% of contract
value, based on the contract value on the date of the withdrawal; and 2) your RMD attributable to amounts held
under the contract. The Free Withdrawal Amount does not include your RMD for the tax year containing the
contract date of this contract. Under Option Package III, any unused percentage of the 10% Free Withdrawal
Amount from a contract year will carry forward into successive contract years, based on the percentage remaining
at the time of the last withdrawal in that contract year. In no event will the free withdrawal amount at any time
exceed 30% of contract value.

Surrender Charge for Excess Withdrawals. We will deduct a surrender charge for excess withdrawals, which
may include a withdrawal you make to satisfy required minimum distributions under the Tax Code. We consider a
withdrawal to be an “excess withdrawal” when the amount you withdraw in any contract year exceeds the Free
Withdrawal Amount. Where you are receiving systematic withdrawals, any combination of regular withdrawals
taken and any systematic withdrawals expected to be received in a contract year will be included in determining the
amount of the excess withdrawal. Such a withdrawal will be considered a partial surrender of the contract and we
will impose a surrender charge and any associated premium tax. We will deduct such charges from the contract
value in proportion to the contract value in each subaccount or Fixed Interest Allocation from which the excess
withdrawal was taken. In instances where the excess withdrawal equals the entire contract value in such
subaccounts or Fixed Interest Allocations, we will deduct charges proportionately from all other subaccounts and
Fixed Interest Allocations in which you are invested. Any withdrawal from a Fixed Interest Allocation more
than 30 days before its maturity date will trigger a Market Value Adjustment. See Appendix C and the Fixed
Account II prospectus for more information.

For the purpose of calculating the surrender charge for an excess withdrawal: a) we treat premiums as being
withdrawn on a first-in, first-out basis; and b) amounts withdrawn that are not considered an excess withdrawal are
not considered a withdrawal of any premium payments. We have included an example of how this works in
Appendix E. Although we treat premium payments as being withdrawn before earnings for purposes of calculating
the surrender charge for excess withdrawals, the federal tax law treats earnings as withdrawn first.

Surrender Charges and the ING LifePay Plus and ING Joint LifePay Plus Riders. If you elect the ING
LifePay Plus or ING Joint LifePay Plus rider, withdrawals up to the Maximum Annual Withdrawal taken during the
Lifetime Withdrawal Phase will not incur surrender charges. See “Optional Living Benefit Riders–ING LifePay
Plus Minimum Contract Withdrawal Benefit (“ING LifePay Plus”) Rider–Surrender Charges” and “Optional
Living Benefit Riders–ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider–Surrender Charges.”

Premium Taxes. We may make a charge for state and local premium taxes depending on your state of residence.
The tax can range from 0% to 4% of the premium payment. We have the right to change this amount to conform
with changes in the law or if you change your state of residence.

We deduct the premium tax from your contract value (or from the MGIB Benefit Base, if exercised) on the income
phase payment start date. However, some jurisdictions impose a premium tax at the time that initial and additional
premiums are paid, regardless of when the income phase payments begin. In those states we may defer collection of
the premium taxes from your contract value and deduct it when you surrender the contract, when you take an
excess withdrawal, or on the income phase start date.

PRO.70600-09                                                                     11

Administrative Charge. We deduct an annual administrative charge on each contract anniversary, or if you
surrender your contract prior to a contract anniversary, at the time we determine the cash surrender value payable to
you. The amount deducted is $30 per contract unless waived under conditions we establish. We deduct the charge
proportionately from all subaccounts in which you are invested. If there is no contract value in those subaccounts,
we will deduct the charge from your Fixed Interest Allocations starting with the guaranteed interest periods nearest
their maturity dates until the charge has been paid.

Transfer Charge. We currently do not deduct any charges for transfers made during a contract year. We have the
right, however, to assess up to $25 for each transfer after the twelfth transfer in a contract year. If such a charge is
assessed, we would deduct the charge from the subaccounts and the Fixed Interest Allocations from which each
such transfer is made in proportion to the amount being transferred from each such subaccount and Fixed Interest
Allocation unless you have chosen to have all charges deducted from a single subaccount. The charge will not
apply to any transfers due to the election of dollar cost averaging, automatic rebalancing and transfers we make to
and from any subaccount specially designated by the Company for such purpose.

Redemption Fees. Certain funds may deduct redemption fees as a result of withdrawals, transfers, or other fund
transactions you initiate. If applicable, we may deduct the amount of any redemption fees imposed by the
underlying mutual funds as a result of withdrawals, transfers or other fund transactions you initiate. Redemption
fees, if any, are separate and distinct from any transaction charges or other charges deducted from your contract
value. For a more complete description of the funds’ fees and expenses, review each fund’s prospectus.

Charges Deducted from the Subaccounts

Mortality and Expense Risk Charge. The amount of the mortality and expense risk charge depends on the option
package you have elected. The charge is deducted on each business day based on the assets you have in each
subaccount. In the event there is any profit from the mortality and expense risk charge, we may use such profit to
finance the distribution of contracts.

Option Packages

The following option packages apply to contracts established prior to August 7, 2003, and contracts issued in
Oregon:

Option Package I Option Package II Option Package III
Annual Charge Annual Charge Annual Charge
0.60% 0.80% 0.95%

The following option packages apply to contracts established on or after August 7, 2003 (or upon state approval, if
later):

Option Package I Option Package II Option Package III
Annual Charge Annual Charge Annual Charge
0.85% 1.05% 1.20%

Asset-Based Administrative Charge. The amount of the asset-based administrative charge, on an annual basis, is
equal to 0.15% of the assets you have in each subaccount. This charge is deducted daily from your assets in each
subaccount.

ING GET U.S. Core Portfolio Guarantee Charge. The ING GET U.S. Core Portfolio guarantee charge is
deducted each business day during the guarantee period if you elect to invest in the ING GET U.S. Core Portfolio.
The amount of the ING GET U.S. Core Portfolio guarantee charge is 0.50% and is deducted from amounts
allocated to the ING GET U.S. Core Portfolio investment option. This charge compensates us for the cost of
providing a guarantee of accumulation unit values of the ING GET U.S. Core Portfolio subaccount. See “The
Funds–ING GET U.S. Core Portfolio.”

PRO.70600-09                                                                 12


Optional Rider Charges. Subject to state availability, you may purchase one of three optional benefit riders for an
additional charge. Please check your contract application to determine which riders may be available to you. Once
elected, a rider cannot be canceled independently of the contract. So long as a rider is in effect, we will deduct a
separate quarterly charge for the optional benefit rider through a pro-rata reduction of the contract value of the
subaccounts in which you are invested. If there is insufficient contract value in the subaccounts, we will deduct the
charge from your Fixed Interest Allocations nearest their maturity date. We deduct each rider charge on the
quarterly contract anniversary in arrears, meaning we deduct the first charge on the first quarterly anniversary
following the rider date. If the rider is added to an existing contract, the first quarter’s charge will be reduced
proportionally for the portion of the quarter that the rider was not in effect. For a description of riders and the
defined terms used in connection with the riders, see “Optional Living Benefit Riders.”

A “quarterly anniversary date” is the date three months from the contract date that falls on the same date in the
month as the contract date. For example, if the contract date is February 12, the quarterly anniversary date is May
12. If there is no corresponding date in the month, the quarterly anniversary date will be the last date of such month.
If the quarterly anniversary date falls on a weekend or holiday, we will use the value as of the subsequent business
day.

Minimum Guaranteed Income Benefit (MGIB). The charge for the MGIB Rider, a living benefit, is deducted
quarterly as follows:

    As an Annual Charge
  0.60% of the
  MGIB Benefit Base

Please see “Optional Living Benefit Riders–Minimum Guaranteed Income Benefit (MGIB) Rider” for a description
of the MGIB Benefit Base and the MGIB Rate.
   
         ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING LifePay Plus) Rider Charge. The
charge for the ING LifePay Plus rider, a living benefit, is deducted quarterly from your contract value:
 
  Maximum Annual Charge   Current Annual Charge    
1.50%   0.80%    

This quarterly charge is a percentage of the ING LifePay Plus Base. We deduct the charge in arrears based on the
contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first
quarter from the contract date. If the rider is elected at contract issue, the rider effective date is the same as the
contract date. If the rider is added after contract issue, the rider and charges will begin on the next following
quarterly contract anniversary. A quarterly contract anniversary occurs each quarter of a contract year from the
contract date. The charge will be pro-rated when the rider is terminated. Charges will no longer be deducted once
your rider enters Lifetime Automatic Periodic Benefit Status. Lifetime Automatic Periodic Benefit Status occurs if
your contract value is reduced to zero and other conditions are met. We reserve the right to increase the charge for
the ING LifePay Plus rider upon an Annual Ratchet once the Lifetime Withdrawal Phase begins. You will never
pay more than new issues of this rider, subject to the maximum annual charge. We will not increase the charge for
your first five years after the effective date of the rider. For more information about how this rider works, including
when Lifetime Automatic Periodic Benefit Status begins, please see “Optional Living Benefit Riders–ING LifePay
Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. Currently, a Market Value Adjustment would
not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we deduct
the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the Fixed
Interest Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right to change
the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply to
riders issued after the change.

PRO.70600-09                                                                      13


Please Note: The above information pertains to the form of ING LifePay Plus rider available for sale beginning on
May 1, 2009, subject to state approval. If this form of ING LifePay Plus rider is not yet approved for sale in your
state, or if you purchased a prior version, please see Appendix K for more information. If you purchased the ING
LifePay rider, please see Appendix L for more information.

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay Plus) Rider
Charge. The charge for the ING Joint LifePay Plus rider, a living benefit, is deducted quarterly from your contract
value:

    Maximum Annual Charge     Current Annual Charge    
  1.70%     1.05%    

This quarterly charge is a percentage of the ING Joint LifePay Plus Base. We deduct the charge in arrears based on
the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the
first quarter from the contract date. If the rider is elected at contract issue, the rider effective date is the same as the
contract date. If the rider is added after contract issue, the rider and charges will begin on the next following
quarterly contract anniversary. A quarterly contract anniversary occurs each quarter of a contract year from the
contract date. The charge will be pro-rated when the rider is terminated. Charges will no longer be deducted once
your rider enters Lifetime Automatic Periodic Benefit Status. Lifetime Automatic Periodic Benefit Status occurs if
your contract value is reduced to zero and other conditions are met. We reserve the right to increase the charge for
the ING LifePay Plus rider upon an Annual Ratchet once the Lifetime Withdrawal Phase begins. You will never
pay more than new issues of this rider, subject to the maximum annual charge. We will not increase the charge for
the first five years after the effective date of the rider. You will never pay more than new issues of this rider, subject
to the maximum annual charge. For more information about how this rider works, including when Lifetime
Automatic Periodic Benefit Status begins, please see “Optional Living Benefit Riders–ING Joint LifePay Plus
Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. Currently, a Market Value Adjustment would
not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we deduct
the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the Fixed
Interest Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right to change
the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply to
riders issued after the change.

Please Note: The above information pertains to the form of ING Joint LifePay Plus rider available for sale
beginning on May 1, 2009, subject to state approval. If this form of ING Joint LifePay Plus rider is not yet
approved for sale in your state, or if you purchased a prior version, please see Appendix K for more information. If
you purchased the ING Joint LifePay rider, please see Appendix L for more information.

Fund Expenses
As shown in the fund prospectuses, each fund deducts management fees from the amounts allocated to the fund. In
addition, each fund deducts other expenses, which may include service fees that may be used to compensate service
providers, including the Company and its affiliates, for administrative and contract owner services provided on
behalf of the fund. Furthermore, certain funds deduct a distribution or 12b-1 fee, which is used to finance any
activity that is primarily intended to result in the sale of fund shares. For a more complete description of the
funds’ fees and expenses, review each fund’s prospectus.

The Company or its U.S. affiliates receive substantial revenue from each of the funds or the funds’ affiliates,
although the amount and types of revenue vary with respect to each of the funds offered through the contract. This
revenue is one of several factors we consider when determining contract fees and charges and whether to offer a
fund through our contracts. Fund revenue is important to the Company’s profitability, and it is generally more
profitable for us to offer affiliated funds than to offer unaffiliated funds.

PRO.70600-09                                                        14

In terms of total dollar amounts received, the greatest amount of revenue generally comes from assets allocated to
funds managed by Directed Services LLC or other Company affiliates, which funds may or may not also be
subadvised by a Company affiliate. Assets allocated to funds managed by a Company affiliate but subadvised by
unaffiliated third parties generally generate the next greatest amount of revenue. Finally, assets allocated to
unaffiliated funds generate the least amount of revenue. The Company expects to make a profit from this revenue to
the extent it exceeds the Company’s expenses, including the payment of sales compensation to our distributors.

Types of Revenue Received from Affiliated Funds
Affiliated funds are (a) funds managed by Directed Services LLC or other Company affiliates, which may or may
not also be subadvised by another Company affiliate; and (b) funds managed by a Company affiliate but that are
subadvised by unaffiliated third parties.

Revenues received by the Company from affiliated funds may include:

·   

A share of the management fee deducted from fund assets;

·   

Service fees that are deducted from fund assets;

·   

For certain share classes, the Company or its affiliates may also receive compensation paid out of 12b-1 fees
that are deducted from fund assets; and

·   

Other revenues that may be based either on an annual percentage of average net assets held in the fund by
 the Company or a percentage of the fund’s management fees.

These revenues may be received as cash payments or according to a variety of financial accounting techniques that
are used to allocate revenue and profits across the organization. In the case of affiliated funds subadvised by
unaffiliated third parties, any sharing of the management fee between the Company and the affiliated investment
adviser is based on the amount of such fee remaining after the subadvisory fee has been paid to the unaffiliated
subadviser. Because subadvisory fees vary by subadviser, varying amounts of revenue are retained by the affiliated
investment adviser and ultimately shared with the Company.

Types of Revenue Received from Unaffiliated Funds
Revenue received from each of the unaffiliated funds or their affiliates is based on an annual percentage of the
average net assets held in that fund by the Company. Some unaffiliated funds or their affiliates pay us more than
others and some of the amounts we receive may be significant.

Revenues received by the Company or its affiliates from unaffiliated funds include:

·   

For certain funds, compensation paid from 12b-1 fees or service fees that are deducted from fund assets; and

·   

Additional payments for administrative, recordkeeping or other services that we provide to the funds or their
 affiliates, such as processing purchase and redemption requests, and mailing fund prospectuses, periodic
 reports and proxy materials. These additional payments do not increase directly or indirectly the fees and
 expenses shown in each fund prospectus. These additional payments may be used by us to finance
 distribution of the contract.

These revenues are received as cash payments, and if the unaffiliated fund families currently offered through the
contract were individually ranked according to the total amount they paid to the Company or its affiliates in 2008,
in connection with the registered variable annuity contracts issued by the Company, that ranking would be as
follows:

1)     

Fidelity® Variable Insurance Products

2)     

Pioneer Variable Contracts Trust

3)     

Franklin Templeton Variable Insurance Products Trust

4)     

PIMCO VIT

5)     

Oppenheimer Variable Account Funds

Some of the fund families listed above may not have paid any such amounts during 2008. If the revenues received
from affiliated funds were included in the table above, payments from Directed Services LLC and other Company
affiliates would be first on the list.

PRO.70600-09                                                                        15

In addition to the types of revenue received from affiliated and unaffiliated funds described above, affiliated and
unaffiliated funds and their investment advisers, subadvisers or affiliates may participate at their own expense in
Company sales conferences or educational and training meetings. In relation to such participation, a fund’s
investment adviser, subadviser or affiliate may help offset the cost of the meetings or sponsor events associated
with the meetings. In exchange for these expense offset or sponsorship arrangements, the investment adviser,
subadviser or affiliate may receive certain benefits and access opportunities to Company sales representatives and
wholesalers rather than monetary benefits. These benefits and opportunities include, but are not limited to co-
branded marketing materials; targeted marketing sales opportunities; training opportunities at meetings; training
modules for sales personnel; and opportunity to host due diligence meetings for representatives and wholesalers.


Please note certain management personnel and other employees of the Company or its affiliates may receive a
portion of their total employment compensation based on the amount of net assets allocated to affiliated funds. (See
“Contract Distribution–Selling the Contract.”)

THE ANNUITY CONTRACT

The contract described in this prospectus is a deferred combination variable and fixed annuity contract. The
contract provides a means for you to invest in one or more of the available funds through Separate Account B. It
also provides a means for you to invest in a Fixed Interest Allocation through the Fixed Account. See Appendix C
and the Fixed Account II prospectus for more information on the Fixed Interest Allocation and Fixed Account.

When considering whether to purchase or participate in the contract, you should consult with your financial
representative about your financial goals, investment time horizon and risk tolerance.

Contract Date and Contract Year
The date the contract became effective is the contract date. Each 12-month period following the contract date is a
contract year.

Contract Owner
You are the contract owner. You are also the annuitant unless another annuitant is named in the application. You
have the rights and options described in the contract.

The death benefit becomes payable when you die. In the case of a sole contract owner who dies before the income
phase begins, we will pay the beneficiary the death benefit then due. The sole contract owner’s estate will be the
beneficiary if no beneficiary has been designated or the beneficiary has predeceased the contract owner. If the
contract owner is a trust and a beneficial owner of the trust has been designated, the beneficial owner will be treated
as the contract owner for determining the death benefit. If a beneficial owner is changed or added after the contract
date, this will be treated as a change of contract owner for determining the death benefit (likely a taxable event). If
no beneficial owner of the trust has been designated, the availability of Option II or Option III will be based on the
age of the annuitant at the time you purchase the contract. In the event a selected death benefit is not available, the
Standard Death Benefit will apply.

Income Phase Start Date
The income phase start date is the date you start receiving income phase payments under your contract. The
contract, like all deferred variable annuity contracts, has two phases: the accumulation phase and the income phase.
The accumulation phase is the period between the contract date and the income phase start date. The income phase
begins when you start receiving regular income phase payments from your contract on the income phase start date.

Annuitant
The annuitant is the person designated by you to be the measuring life in determining income phase payments. The
annuitant’s age determines when the income phase must begin and the amount of the income phase payments to be
paid. You are the annuitant unless you choose to name another person. The annuitant may not be changed after the
contract is in effect.

The contract owner will receive the income phase benefits of the contract if the annuitant is living on the income
phase start date. If the annuitant dies before the income phase start date and a contingent annuitant has been named,
the contingent annuitant becomes the annuitant (unless the contract owner is not an individual, in which case the
death benefit becomes payable).

PRO.70600-09                                                                16

When the annuitant dies before the income phase start date, the contract owner will become the annuitant. The
contract owner may designate a new annuitant within 60 days of the death of the annuitant.

When the annuitant dies before the income phase start date and the contract owner is not an individual, we will pay
the designated beneficiary the death benefit then due. If a beneficiary has not been designated, or if there is no
designated beneficiary living, the contract owner will be the beneficiary. If the annuitant was the sole contract
owner and there is no beneficiary designation, the annuitant’s estate will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies and any contract owner is not an individual,
distribution rules under federal tax law will apply. You should consult your tax adviser for more information if the
contract owner is not an individual.

Beneficiary
The beneficiary is named by you in a written request. The beneficiary is the person who receives any death benefit
proceeds. The beneficiary may become the successor contract owner if the contract owner who is a spouse (or the
annuitant if the contract owner is other than an individual) dies before the income phase start date. We pay death
benefits to the primary beneficiary.

If the beneficiary dies before the annuitant or the contract owner, the death benefit proceeds are paid to the
contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death benefit proceeds to the contract
owner’s estate.

One or more persons may be a beneficiary or contingent beneficiary. In the case of more than one beneficiary, we
will assume any death benefit proceeds are to be paid in equal shares to the surviving beneficiaries.

All requests for changes must be in writing and submitted to our Customer Service Center in good order. The
change will be effective as of the day you sign the request. The change will not affect any payment made or action
taken by us before recording the change.

Change of Contract Owner or Beneficiary. During the annuitant’s lifetime, you may transfer ownership of a
nonqualified contract. A change in ownership may affect the amount of the death benefit, the guaranteed minimum
death benefit and/or the death benefit option applied to the contract. The new owner’s age, as of the date of the
change, will be used as the basis for determining the applicable benefits and charges. See “Purchase and
Availability of the Contract.” The new owner’s death will determine when a death benefit is payable. A change in
owner or beneficiary may also impact any optional riders that have been elected.

A change of owner likely has tax consequences. See “Federal Tax Considerations” in this prospectus.

You have the right to change beneficiaries during the annuitant’s lifetime unless you have designated an irrevocable
beneficiary. If you have designated an irrevocable beneficiary, you and the irrevocable beneficiary may have to act
together to exercise some of the rights and options under the contract. In the event of a death claim, we will honor
the form of payment of the death benefit specified by the beneficiary to the extent permitted under Section 72(s) of
the Tax Code. You may also restrict a beneficiary’s right to elect an annuity option or receive a lump sum payment.
If so, such rights or options will not be available to the beneficiary.

All requests for changes must be in writing and submitted to our Customer Service Center. Please date your
request. The change will be effective as of the day we receive the request. The change will not affect any payment
made or action taken by us before recording the change.

Purchase and Availability of the Contract
The minimum initial payment to purchase the contract is $5,000. Currently, this payment may be made either by
funds from qualified or nonqualified external sources (“external sources”) or by a transfer or rollover from an
existing qualified or nonqualified contract or arrangement (the “prior contract”) issued by us or one of our affiliates
(“internal transfer”). Prior to April 29, 2005, the initial payment was required to be made as an internal transfer and
the contract was not available as a nonqualified contract.

PRO.70600-09                                                                      17


There are three option packages available under the contract. You select an option package at time of application.
Each option package is unique. The maximum age at which you may purchase the contract is age 80, unless you
elect to purchase Option Package III, in which case the maximum issue age is age 69. For Option Package I, we
may allow you to purchase the contract up to age 85, provided you are purchasing the contract as an internal
transfer where you will receive credit for the surrender charge period accrued under the prior contract, or where
there will be no surrender charge under this contract because your prior contract has no surrender charge. See
“Charges and Fees–Charges Deducted from the Contract Value.” We reserve the right to modify these issue age
limitations in a nondiscriminatory manner.

Option Package III is not available for purchase with any living benefit rider. Prior to May 1, 2009, the living
benefit riders were available with Option Package III, and the maximum issue age for Option Package III was age
80.

You may make additional premium payments up to the contract anniversary after your 86th birthday. The minimum
additional premium payment we will accept is $50 regardless of the option package you select. Under certain
circumstances, we may waive the minimum premium payment requirement. We may also change the minimum
initial or additional premium requirements for certain group or sponsored arrangements. Any initial or additional
premium payment that would cause the contract value of all annuities that you maintain with us to exceed
$1,000,000 requires our prior approval.

The contract may currently be purchased by individuals as a nonqualified contract, as a traditional Individual
Retirement Annuity (“IRA”) under Section 408(b) of the Tax Code or as a Roth IRA under Section 408A of the
Tax Code. The contract is not currently available as a Simplified Employer Pension (SEP) Plan under 408(k), a
Simple IRA under Section 408(P), or a tax deferred annuity under Section 403(b) of the Tax Code.

Factors to Consider in the Purchase Decision
The contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement
or other long-term purposes. The tax-deferred feature is more attractive to people in high federal and state tax
brackets. You should not buy this contract: (1) if you are looking for a short-term investment; (2) if you
cannot risk getting back less money than you put in; or (3) if your assets are in a plan which provides for
tax-deferral and you see no other reason to purchase this contract. The decision to purchase or participate in a
contract should be discussed with your financial representative. Make sure that you understand the investment
options it provides, its other features, the risks and potential benefits you will face, and the fees and expenses you
will incur when, together with your financial representative, you consider an investment in the contract. You should
pay attention to the following issues, among others:

1)     

Long-Term Investment – This contract is a long-term investment, and is typically most useful as part of a
personal retirement plan. Early withdrawals may be restricted by the Tax Code or your plan or may expose
you to early withdrawal charges or tax penalties. The value of deferred taxation on earnings grows with the
amount of time funds are left in the contract. You should not participate in this contract if you are looking
for a short-term investment or expect to need to make withdrawals before you are 59½.

2)     

Investment Risk – The value of investment options available under this contract may fluctuate with the
markets and interest rates. You should not participate in this contract in order to invest in these options if
you cannot risk getting back less money than you put in.

3)     

Features and Fees – The fees for this contract reflect costs associated with the features and benefits it
provides. As you consider this contract, you should determine the value that these various benefits and
features have for you, given your particular circumstances, and consider the charges for those features.

4)     

Exchanges – Replacing an existing insurance contract with this contract may not be beneficial to you. If this
contract will be a replacement for another annuity contract or mutual fund option under the plan, you should
compare the two options carefully, compare the costs associated with each, and identify additional benefits
available under this contract. You should consider whether these additional benefits justify incurring a new
schedule of early withdrawal charges or any increased charges that might apply under this contract. Also, be
sure to talk to your financial professional or tax adviser to make sure that the exchange will be handled so
that it is tax-free.

 

PRO.70600-09                                                                                         18


IRAs and other qualified plans already have the tax-deferral feature found in this contract. For an additional cost,
the contract provides other features and benefits including death benefits and the ability to receive a lifetime
income. You should not purchase a qualified contract unless you want these other features and benefits, taking into
account their cost. See “Fees and Expenses” in this prospectus. If you are considering Option II or Option III
and your contract will be an IRA, see “Federal Tax Considerations–Taxation of Qualified Contracts–
Individual Retirement Annuities” and “Federal Tax Considerations–Tax Consequences of Living Benefits
and Death Benefits” in this prospectus.

Crediting of Premium Payments
We will process your initial premium within 2 business days after receipt and allocate the payment according to the
instructions you specify at the accumulation unit value next determined, if the application and all information
necessary for processing the contract are complete. Subsequent premium payments will be processed within 1
business day if we receive all information necessary. In certain states we also accept additional premium payments
by wire order. Wire transmittals must be accompanied by sufficient electronically transmitted data. We may retain
your initial premium payment for up to 5 business days while attempting to complete an incomplete application. If
the application cannot be completed within this period, we will inform you of the reasons for the delay. We will
also return the premium payment immediately unless you direct us to hold the premium payment until the
application is completed. If you choose to have us hold the premium payment, it will be held in a non-interest
bearing account.

If a subaccount is not available or requested in error, we will make inquiry about a replacement subaccount. If we
are unable to reach you or your representative within 5 days, we will consider the application incomplete. Once the
completed application is received, we will allocate the payment to the subaccounts and/or Fixed Interest Allocation
of Separate Account B specified by you within 2 business days.

If your premium payment was transmitted by wire order from your broker-dealer, we will follow one of the
following two procedures after we receive and accept the wire order and investment instructions. The procedure we
follow depends on state availability and the procedures of your broker-dealer.

1)     

If either your state or broker-dealer do not permit us to issue a contract without an application, we
reserve the right to rescind the contract if we do not receive and accept a properly completed application
or enrollment form within 5 days of the premium payment. If we do not receive the application or form
within 5 days of the premium payment, we will refund the contract value plus any charges we deducted,
and the contract will be voided. Some states require that we return the premium paid.

2)     

If your state and broker-dealer allow us to issue a contract without an application, we will issue and mail
the contract to you or your representative, together with a Contract Acknowledgement and Delivery
Statement for your execution. Until our Customer Service Center receives the executed Contract
Acknowledgement and Delivery Statement, neither you nor the broker-dealer may execute any financial
transactions on your contract unless they are requested in writing by you. We may require additional
information before complying with your request (e.g., signature guarantee).

We will ask about any missing information related to subsequent payments. We will allocate the subsequent
payment(s) pro-rata according to the current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro-rata calculations. If a subaccount is no longer available (including
due to a fund purchase restriction) or requested in error, we will allocate the subsequent payments proportionally
among the other subaccounts in your contract allocations. For any subsequent premium payments, the payment
designated for a subaccount of Separate Account B will be credited at the accumulation unit value next determined
after receipt of your premium payment and instructions.

Once we allocate your premium payment if applicable, to the subaccounts selected by you, we convert the premium
payment into accumulation units. We divide the amount of the premium payment allocated to a particular
subaccount by the value of an accumulation unit for the subaccount to determine the number of accumulation units
of the subaccount to be held in Separate Account B with respect to your contract. The net investment results of each
subaccount vary with its investment performance.

PRO.70600-09                                                               19

In some states, we may require that an initial premium designated for a subaccount of Separate Account B or the
Fixed Account be allocated to a subaccount specially designated by the Company (currently, the ING Liquid Assets
Portfolio subaccount) during the free look period. After the free look period, we will convert your contract value
(your initial premium plus any earnings less any expenses) into accumulation units of the subaccounts you
previously selected. The accumulation units will be allocated based on the accumulation unit value next computed
for each subaccount. Initial premiums designated for Fixed Interest Allocations will be allocated to a Fixed Interest
Allocation with the guaranteed interest period you have chosen; however, in the future we may allocate the
premiums to the specially designated subaccount during the free look period.

We may also refuse to accept certain forms of premium payments or loan repayments, if applicable, (traveler’s
checks, for example) or restrict the amount of certain forms of premium payments or loan repayments. In addition,
we may require information as to why a particular form of payment was used (third party checks, for example) and
the source of the funds of such payment in order to determine whether or not we will accept it. Use of an
unacceptable form of payment may result in us returning your premium payment and not issuing the contract.

Administrative Procedures
We may accept a request for contract service in writing, by telephone, or other approved electronic means, subject
to our administrative procedures, which vary depending on the type of service requested and may include proper
completion of certain forms, providing appropriate identifying information, and/or other administrative
requirements. We will process your request at the contract value next determined only after you have met all
administrative requirements. Please be advised that the risk of a fraudulent transaction is increased with telephonic
or electronic instructions (for example, a facsimile withdrawal request form), even if appropriate identifying
information is provided.

Sending Forms and Written Requests in Good Order
If you are writing to change your beneficiary, request a withdrawal, or for any other purpose, contact your local
representative or the Customer Service Center to learn what information is required in order for the request to be in
“good order.” By contacting us, we can provide you with the appropriate administrative form for your requested
transaction.

Contract Value
We determine your contract value on a daily basis beginning on the contract date. Your contract value is the sum of
(a) the contract value in the Fixed Interest Allocations, and (b) the contract value in each subaccount in which you
are invested.

Contract Value in the Subaccounts. On the contract date, the contract value in the subaccount in which you are
invested is equal to the initial premium paid that was designated to be allocated to the subaccount. On the contract
date, we allocate your contract value to each subaccount and/or a Fixed Interest Allocation specified by you, unless
the contract is issued in a state that requires the return of premium payments during the free look period, in which
case, the portion of your initial premium not allocated to a Fixed Interest Allocation may be allocated to a
subaccount specially designated by the Company during the free look period for this purpose (currently, the ING
Liquid Assets Portfolio subaccount).

On each business day after the contract date, we calculate the amount of contract value in each subaccount as
follows:

(1)     

We take the contract value in the subaccount at the end of the preceding business day.

 
(2)     

We multiply (1) by the subaccount’s Net Rate of Return since the preceding business day.

 
(3)     

We add (1) and (2).

 
(4)     

We add to (3) any additional premium payments and then add or subtract any transfers to or from that
subaccount.

 
(5)     

We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees
(including any optional rider charges) and premium taxes.

 

PRO.70600-09                                                                 20

Cash Surrender Value
The cash surrender value is the amount you receive when you surrender the contract. The cash surrender value will
fluctuate daily based on the investment results of the subaccounts in which you are invested and interest credited to
Fixed Interest Allocations and any Market Value Adjustment. See the Fixed Account II prospectus for a description
of the calculation of values under any Fixed Interest Allocation. We do not guarantee any minimum cash surrender
value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we start with
your contract value, then we adjust for any Market Value Adjustment, then we deduct any surrender charge, any
charge for premium taxes, the annual contract administrative fee, and any other charges incurred but not yet
deducted.

Surrendering to Receive the Cash Surrender Value
You may surrender the contract at any time while the annuitant is living and before the income phase start date. A
surrender will be effective on the date your written request and the contract are received at our Customer Service
Center. We will determine and pay the cash surrender value at the price next determined after receipt of all
paperwork required in order for us to process your surrender. Once paid, all benefits under the contract will be
terminated. For administrative purposes, we will transfer your money to a specially designated subaccount
(currently, the ING Liquid Assets Portfolio subaccount) prior to processing the surrender. This transfer will have no
effect on your cash surrender value. You may receive the cash surrender value in a single sum payment or apply it
under one or more annuity options. We will usually pay the cash surrender value within 7 days.

Consult your tax adviser regarding the tax consequences associated with surrendering your contract. A surrender
made before you reach age 59½ may result in a 10% tax penalty. See “Federal Tax Considerations” for more
details.

The Subaccounts
Each of the subaccounts of Separate Account B offered under this prospectus invests in a fund with its own distinct
investment objectives and policies.

Addition, Deletion or Substitution of Subaccounts and Other Changes
We may make additional subaccounts available to you under the contract. These subaccounts will invest in funds
we find suitable for your contract. We may also withdraw or substitute funds, subject to the conditions in your
contract and compliance with regulatory requirements.

We may amend the contract to conform to applicable laws or governmental regulations. If we feel that investment
in any of the funds has become inappropriate to the purposes of the contract, we may, with approval of the SEC
(and any other regulatory agency, if required) combine two or more subaccounts or substitute another portfolio for
existing and future investments. If you have elected the dollar cost averaging, systematic withdrawals, or automatic
rebalancing programs or if you have other outstanding instructions, and we substitute or otherwise eliminate a
portfolio which is subject to those instructions, we will execute your instructions using the substitute or proposed
replacement portfolio unless you request otherwise. The substitute or proposed replacement portfolio may have
higher fees and charges than any portfolio it replaces.

We also reserve the right to: (i) deregister Separate Account B under the 1940 Act; (ii) operate Separate Account B
as a management company under the 1940 Act if it is operating as a unit investment trust; (iii) operate Separate
Account B as a unit investment trust under the 1940 Act if it is operating as a managed separate account; (iv)
restrict or eliminate any voting rights as to Separate Account B; and (v) combine Separate Account B with other
accounts.

We will, of course, provide you with written notice before any of these changes are effected.

The Fixed Account
The Fixed Account is a segregated asset account which contains the assets that support a contract owner’s Fixed
Interest Allocations. See Appendix C and the Fixed Account II prospectus for more information. To obtain a copy
of the Fixed Account II prospectus, write to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa
50306-9271 or call 1-800-366-0066, or access the SEC’s website (http://www.sec.gov).

PRO.70600-09                                                           21

State Variations
Contracts issued in your state may provide different features and benefits from, and impose different costs than,
those described in this prospectus. This prospectus provides a general description of the contract. Your actual
contract, any endorsements and riders are the controlling documents.

Other Products
We and our affiliates offer various other products with different features and terms than the contracts, and that may
offer some or all of the same funds. These products have different benefits, fees and charges, and may or may not
better match your needs. Please note that some of the Company’s management personnel and certain other
employees may receive a portion of their employment compensation based on the amount of contract values
allocated to funds affiliated with ING. You should be aware that there are alternative options available, and, if you
are interested in learning more about these other products, contact our Customer Service Center or your registered
representative. Also, broker-dealers selling the contract may limit its availability or the availability of an optional
feature (for example, by imposing restrictions on eligibility), or decline to make an optional feature available.
Please talk to your registered representative for further details.

OPTIONAL LIVING BENEFIT RIDERS

Some features and benefits of the contract, if available, are available by rider for an additional charge. Once
elected, the riders generally may not be cancelled. You may not remove a rider and charges will be assessed
regardless of the performance of your contract. Please see “Charges and Fees–Optional Rider Charges” for more
information on rider charges.

Subject to state availability and the conditions noted below, the contract has three living benefit riders offering
protection against the investment risks with your contract:

·   

The Minimum Guaranteed Income Benefit rider, which you may wish to purchase if you are concerned about
having a minimum amount of income during the income phase of your contract;

·   

The ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider, which you may wish to purchase if you
are concerned that you may outlive your income; and

·   

The ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider, which you may wish to purchase
if you are married and concerned that you and your spouse may outlive your income.

These living benefit riders are described further below. You may add only one of these three riders to your
contract. Each rider has a separate charge. We do, however, reserve the right to allow the purchase of more than
one optional living benefit rider in the future, as well as the right to allow contract owners to replace the ING
LifePay Plus rider with the ING Joint LifePay Plus rider. Once elected, the riders generally may not be cancelled.
You may not remove the rider and charges will be assessed regardless of the performance of your contract. Please
see “Charges and Fees–Optional Rider Charges” for information on rider charges.

The optional riders may not be available for all investors. Please check your contract application to
determine if any are available to you. You should analyze each rider thoroughly and understand it
completely before you elect to purchase one. The optional riders do not guarantee any return of principal or
premium payments and do not guarantee performance of any specific fund under the contract. You should
not purchase the ING LifePay Plus rider with multiple owners, unless the owners are spouses. You should
consult a qualified financial adviser in evaluating the riders. Our Customer Service Center may be able to
answer your questions. The telephone number is 1-800-366-0066.

PRO.70600-09                                                          22

No Cancellation. Once you purchase a rider, you may not cancel it unless you a) cancel the contract during the
contract’s free look period; b) surrender; c) begin income phase payments; or d) otherwise terminate the contract
pursuant to its terms. These events automatically cancel any rider. Once the contract continues beyond the free look
period, you may not cancel the rider. The Company may, at its discretion, cancel and/or replace a rider at your
request in order to renew or reset a rider.

Termination. The optional riders are “living benefits,” which means the guaranteed benefits offered by the riders
are intended to be available to you while you are living and while your contract is in the accumulation phase.
Generally, the optional riders automatically terminate if you:

1)     

Terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving
income phase payments in lieu of payments under the rider;

 
2)     

Die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant if
the contract is a custodial IRA), unless your spouse elects to continue the contract or if you have selected
the ING Joint LifePay Plus rider; or

 
3)     

Change the owner of the contract.

Other circumstances that may cause a rider to terminate automatically are discussed below with each rider.

Rider Date. The rider date is the date the rider becomes effective. If you purchase a rider when the contract is
issued, the rider date is also the contract date. Under some riders, we may also refer to this as the rider effective
date.

Minimum Guaranteed Income Benefit (MGIB) Rider. The MGIB rider is an optional benefit which guarantees
a minimum amount of income phase income will be available to you if you initiate income phase payments on the
MGIB Date (defined below), regardless of fluctuating market conditions. The minimum guaranteed amount of
income phase income will depend on the amount of premiums you pay during the first rider year, the amount of
contract value you allocate or transfer to Special Funds or Excluded Funds, and any withdrawals you take while the
rider is in effect. Thus, investing in Special Funds or Excluded Funds may limit the MGIB benefit.

Purchase. To purchase the MGIB rider, you must be age 70 or younger on the rider date and the ten-year
waiting period must end at or prior to the latest income phase start date. Some broker-dealers may limit availability
of the rider to younger ages. The MGIB rider must be purchased on the contract date. The Company in its
discretion may allow the purchase of this rider after the contract date. The MGIB rider is not available for purchase
with Option Package III. There is a ten-year waiting period before you can elect income phase payments
under the MGIB rider.

The MGIB Date. If you purchased the MGIB rider on the contract date or added the MGIB rider within 30
days following the contract date, the MGIB Date is the contract anniversary on or after the tenth contract
anniversary when you decide to exercise your right to begin income phase payments under the MGIB rider. If you
added the MGIB rider at any other time, your MGIB Date is the contract anniversary at least 10 years after the rider
date when you decide to exercise your right to begin income phase payments under the MGIB rider.

Special Funds. The following investment options are designated as Special Funds for purposes of calculating
the MGIB Benefit Base:

Fixed Account
Fixed Interest Division
ING Liquid Assets Portfolio
ING Oppenheimer Strategic Income Portfolio
ING PIMCO Total Return Bond Portfolio
ING PIMCO Total Return Portfolio.

Please see “Covered Funds, Special Funds, and Excluded Funds.” No investment options are currently designated
as Excluded Funds.

PRO.70600-09                                                                   23


For contracts issued before September 8, 2008, the following funds are also designated as Special Funds for
purposes of calculating the MGIB Benefit Base:

ING Intermediate Bond Portfolio
ING Solution Income Portfolio
PIMCO VIT Real Return Portfolio

All amounts invested in these funds through contracts issued before September 8, 2008 are treated as Special
Funds. Amounts invested in these funds through contracts issued on or after September 8, 2008 will be treated as
Covered Funds.

Charges. The charge we deduct under the MGIB Rider is 0.60% annually of the MGIB Benefit Base. The
calculation of the MGIB Benefit Base is described in “Determining the MGIB Annuity Income,” below.

How the MGIB Rider Works. Ordinarily, the amount of income that will be available to you on the income phase
start date is based on your contract value, the income phase option you selected and the guaranteed income factors
in effect on the date you start receiving income phase payments. If you purchase the MGIB rider, the amount of
income that will be available to you upon starting income phase payments on the MGIB Date is the greatest of:

1)     

Your income phase income based on your contract value on the MGIB Date adjusted for any Market Value
Adjustment (see Appendix C and the Fixed Account II prospectus) applied to the guaranteed income factors
specified in your contract for the income phase option you selected;

 
2)     

Your income phase income based on your contract value on the MGIB Date adjusted for any Market Value
Adjustment (see Appendix C and the Fixed Account II prospectus) applied to the then-current income factors
in effect for the income phase option you selected; or

 
3)     

The MGIB annuity income based on your MGIB Benefit Base on the MGIB Date applied to the MGIB
income factors specified in your rider for the MGIB annuity option you selected. Prior to applying the MGIB
income factors, we will adjust the MGIB Benefit Base for any surrender charge, premium tax recovery and
Market Value Adjustment (see Appendix C and the Fixed Account II prospectus) that would otherwise apply
when starting the income phase.

The guaranteed factors contained in the MGIB rider generally provide lower payout per $1,000 of value applied
than the guaranteed factors found in your contract. Although the minimum income provided under the rider can be
determined in advance, the contract value in the future is unknown, so the income provided under a contract with
the MGIB rider attached may be greater or less than the income that would be provided under the contract without
the rider. Generally, the income calculated under the rider will be greater than the income provided under the
contract whenever the MGIB Benefit Base (greater of the Rollup and Ratchet Bases) is sufficiently in excess of the
contract value to offset the additional conservatism reflected in the rider’s income factors compared to those in the
contract. The income factors in the MGIB rider generally reflect a lower interest rate and more conservative
mortality than the income factors in the contract. The degree of relative excess that the income factors require to
produce more income will vary for each individual circumstance. If the contract value exceeds the MGIB Benefit
Base at the time the income phase starts, the contract will generally produce greater income than the rider. Please
see Appendix H–Examples of Minimum Guaranteed Income Benefit Calculation.

The MGIB Benefit Base is only a calculation used to determine the MGIB annuity income. The MGIB Benefit
Base does not represent a contract value, nor does it guarantee performance of the subaccounts in which you are
invested. It is also not used in determining the amount of your cash surrender value and death benefits. The MGIB
Benefit Base is tracked separately for Covered, Special and Excluded Funds, based on initial allocation of eligible
premium (or contract value, if applicable) and subsequently allocated eligible premiums, withdrawals and transfers.
Contract value, rather than eligible premium is used as the initial value if the rider is added after the contract date.

Prior to your latest income phase start date, you may choose to exercise your right to receive payments under the
MGIB rider. Payments under the rider begin on the MGIB Date. We require a 10-year waiting period before you
can elect to receive payments under the MGIB rider benefit. The MGIB must be exercised in the 30-day period
prior to the end of the waiting period or any subsequent contract anniversary. At your request, the Company may in
its discretion extend the latest contract income phase start date without extending the MGIB Date.

PRO.70600-09                                                                24

           Determining the MGIB Annuity Income. On the MGIB Date, we calculate your MGIB annuity income as
follows:

          1)   We first determine your MGIB Benefit Base: The MGIB Benefit Base is equal to the greater of the
MGIB Rollup Base and the MGIB Ratchet Base, which may be reduced by an amount equal to the ratio of
any outstanding loan balance (where applicable) to the contract value multiplied by the MGIB Base.
 
a) Calculation of MGIB Rollup Base
  
The MGIB Rollup Base is equal to the lesser of the Maximum MGIB Base and the sum of (a), (b),
and (c) where:
   
(a) is the MGIB Rollup Base for Covered Funds;
(b) is the MGIB Rollup Base for Special Funds; and
(c) is the contract value of Excluded Funds.
   
The Maximum MGIB Base applicable to the MGIB Rollup Base is 300% of eligible premiums
adjusted pro-rata for withdrawals. This means that the Maximum MGIB Base is reduced for
withdrawals by the same proportion that the withdrawal reduces the contract value. The Maximum
MGIB Base is not allocated by fund category.
     
  The MGIB Rollup Base allocated to Covered Funds equals the eligible premiums allocated to
Covered Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB
rider is in effect, accumulated at the MGIB Rate to the earlier of the oldest owner reaching age 80 and
the MGIB Rollup Base reaching the Maximum MGIB Base. The MGIB Rollup Base accumulates at
0% thereafter. The MGIB Rate is currently 5%. The MGIB Rate is an annual effective rate. We may,
at our discretion, discontinue offering this rate. The MGIB Rate will not change for those contracts
that have already purchased the MGIB rider.
       
The MGIB Rollup Base allocated to Special Funds equals the eligible premiums allocated to
Special Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider
is in effect. The MGIB Rate does not apply to the MGIB Rollup Base allocated to Special Funds, so
the MGIB Rollup Base allocated to Special Funds does not accumulate.
      
The MGIB Rollup Base allocated to Excluded Funds equals the eligible premiums allocated to
Excluded Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB
rider is in effect, accumulated at the MGIB rate to the earlier of the oldest owner reaching age 80 and
the MGIB Rollup Base reaching the Maximum MGIB Base, and at 0% thereafter. The MGIB Rollup
Base allocated to Excluded Funds is used only for transfer adjustments and rider charges. It is
not included in the MGIB Rollup Base used to determine benefits.
           
Eligible premiums are those premiums paid within one year of purchasing the MGIB rider.
Premiums paid after that date are excluded from the MGIB Rollup Base.
                   
  Withdrawals reduce the MGIB Rollup Base on a pro-rata basis. The percentage reduction in the
MGIB Rollup Base for each fund category (i.e. Covered, Special or Excluded) equals the percentage
reduction in contract value in that fund category resulting from the withdrawal. This means that the
MGIB Rollup Base for Covered Funds, Special Funds or Excluded Funds is reduced for withdrawals
by the same proportion that the withdrawal reduces the contract value allocated to Covered Funds,
Special Funds or Excluded Funds. For example, if the contract value in Covered Funds is reduced by
25% as the result of a withdrawal, the MGIB Rollup Base allocated to Covered Funds is also reduced
by 25% (rather than by the amount of the withdrawal).
                 
 
PRO.70600-09                                                                  25

 

Because the MGIB Rollup Base is tracked separately for Covered, Special and Excluded Funds, when
you make transfers between Covered, Special Funds and Excluded Funds, there is an impact on the
MGIB Rollup Base. Net transfers between Covered Funds and Special Funds will reduce the MGIB
Rollup Base allocated to Covered Funds or Special Funds, as applicable, on a pro-rata basis. This
means that the MGIB Rollup Base allocated to Covered Funds or Special Funds will be reduced by
the same percentage as the transfer bears to the contract value allocated to Covered Funds or Special
Funds. For example, if the contract value in Covered Funds is reduced by 25% as the result of the
transfer, the MGIB Rollup Base allocated to Covered Funds is also reduced by 25% (rather than by
the amount of the transfer). The resulting increase in the MGIB Rollup Base allocated to Special or
Excluded Funds, as applicable, will equal the reduction in the MGIB Rollup Base allocated to
Covered Funds. Transfers from Special Funds to Covered Funds are treated in the same way.

   
 

Net transfers from Excluded Funds will reduce the MGIB Rollup Base allocated to Excluded Funds
on a pro-rata basis. The resulting increase in the MGIB Rollup Base allocated to Covered or Special
Funds, as applicable, will equal the lesser of the contract value transferred and the reduction in the
MGIB Rollup Base allocated to Excluded Funds.

 
     b)     

Calculation of MGIB Ratchet Benefit Base

 
 

The MGIB Ratchet Benefit Base is equal to the sum of (a) and (b) where:

 
  (a)     

is the MGIB Ratchet Base for Covered Funds and Special Funds; and

  (b)     

is the contract value for Excluded Funds.

 
 

The MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds equals:

 
            ·   

On the rider date, eligible premiums or the contract value (if the rider is added after the contract
date) allocated to Covered Funds, Special Funds and Excluded Funds;

 
·   

On each contract anniversary date prior to attainment of age 90, the MGIB Ratchet Base for
Covered Funds, Special Funds and Excluded Funds is set equal to the greater of:

 
  1)     

the current contract value allocated to Covered Funds, Special Funds and Excluded Funds
(after any deductions occurring on that date); and

 
  2)     

the MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds from the
prior contract anniversary date, adjusted for any new eligible premiums and withdrawals
attributable to Covered Funds, Special Funds or Excluded Funds and transfers.

     
·   

At other times, the MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds is
the MGIB Ratchet Base from the prior contract anniversary date, adjusted for subsequent eligible
premiums and withdrawals attributable to Covered Funds, Special Funds or Excluded Funds and
transfers.

    

The MGIB Ratchet Base allocated to Excluded Funds is used only for transfer adjustments and
rider charges. It is not included in the MGIB Ratchet Benefit Base used to determine benefits.

    
2)     

Then we determine the MGIB income phase income by multiplying your MGIB Benefit Base
(adjusted for any Market Value Adjustment (see Appendix C and the Fixed Account II prospectus),
surrender charge and premium taxes) by the income factor, and then divide by $1,000.

MGIB Income Options
The following are the MGIB Income Options available under the MGIB Rider:

(i)     

Income for Life (Single Life or Joint with 100% Survivor) and 10-20 years certain;

 
(ii)     

Income for 20-30 years certain; and

 
(iii)     

Any other income option offered by the Company in conjunction with the MGIB rider on the MGIB
Date.

 

PRO.70600-09                                                               26

Once during the life of the contract, you have the option to elect to apply up to 50% of the MGIB Benefit Base to
one of the MGIB Income Options available under the rider. This option may only be exercised on a contract
anniversary at or after the end of the waiting period. The portion of the MGIB Benefit Base so applied will be used
to determine the MGIB income, as is otherwise described in the prospectus. The contract value will be reduced on a
pro-rata basis. Any subsequent exercise of your right to receive payments under the MGIB rider must be for 100%
of the remaining value. The election of partial payments under the MGIB Benefit Base does not affect your right to
initiate the income phase under the contract without regard to the rider. The amount applied to these partial
payments will be treated as a withdrawal for purposes of adjusting contract and rider values.

Please note that if you elect partial income payments, they will be tax reported as withdrawals. Please
consult your tax adviser before making this election, as the taxation of this election is uncertain.

Early MGIB. Prior to the MGIB Date, you may elect to receive Early MGIB benefits by providing a written
request to our Customer Service Center within 30 days prior to an Early MGIB Exercise Date, which is a contract
anniversary prior to the MGIB Date. Your election to receive Early MGIB benefits will become effective as of the
Early MGIB Exercise Date following receipt of this request in good order. The first Early MGIB Exercise Date is
specified in your rider and is currently the first contract anniversary which is at least 5 years after the rider
date.

If you elect to receive Early MGIB benefits, the MGIB annuity income will be determined as noted above in
“Determining the MGIB Annuity Income,” but will be adjusted by using an Age Setback formula. Under this
formula, the MGIB annuity income will equal the MGIB Benefit Base multiplied by the adjusted MGIB income
factors, which are equal to the MGIB income factors defined in “Determining the MGIB Annuity Income” above,
adjusted using age setbacks to compensate for the early entry into the income phase. The adjusted MGIB income
factors are determined by adjusting the contract owner’s age for each whole or partial rider year between the Early
MGIB Exercise Date and the 10th contract anniversary after the rider date.

For example, if a 65 year-old contract owner is in the 6th year of the MGIB rider and elects to receive Early MGIB
benefits, the MGIB income factors used to determine the MGIB annuity income would be adjusted by using the
MGIB income factors for a 61 year-old contract owner, because the contract owner’s age (65) is adjusted by
subtracting the four years remaining until the 10th contract anniversary occurring after the rider date.

No Change of Annuitant. Once you purchase the MGIB rider, the annuitant may not be changed except for the
following exception. If an annuitant who is not a contract owner dies prior to entry into the income phase, a new
annuitant may be named in accordance with the provisions of your contract. The MGIB Benefit Base is unaffected
and continues to accumulate.

Notification. On or about 30 days prior to the MGIB Date, we will provide you with notification which will
include an estimate of the amount of MGIB annuity income available if you choose to exercise it. We will
determine the actual amount of the MGIB annuity income as of the MGIB Date.

The MGIB rider does not restrict or limit your right to enter the income phase at any time permitted under
the contract. The MGIB rider does not restrict your right to enter the income phase using contract values
that may be higher than the MGIB annuity benefit.

The benefits associated with the MGIB rider are available only if you enter the income phase under the rider
and in accordance with the provisions set forth above. Election of Early MGIB Benefits may result in a lesser
stream of income payments than waiting the entire 10 year waiting period. Initiating the income phase using
the MGIB rider may result in a more favorable stream of income payments, and different tax consequences,
under your contract. Because the MGIB rider is based on conservative actuarial factors, the level of lifetime
income that it guarantees may be less than the level that might be provided by the application of your
contract value to the contract’s applicable income phase factors. You should consider all of your options at
the time you begin the income phase of your contract.

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider. The ING LifePay
Plus rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum
level of annual withdrawals from the contract for the lifetime of the annuitant, even if these withdrawals deplete
your contract value to zero. You may wish to purchase this rider if you are concerned that you may outlive your
income.

PRO.70600-09                                                               27


Important Note: We introduced the ING LifePay Plus rider on August 20, 2007, and launched changes to it on
April 28, 2008 and January 12, 2009, subject to state approval where applicable. The form of ING LifePay Plus
rider available to you depends on state availability.

The information below pertains to the form of ING LifePay Plus rider available for sale beginning on May 1, 2009,
in states where approved. If this form of ING LifePay Plus rider is not yet approved for sale in your state, then
please see Appendix K for information about the form of ING LifePay Plus rider available to you. If you purchased
the ING LifePay or ING Joint LifePay rider, please see Appendix L for more information.

Purchase. In order to elect the ING LifePay Plus rider, the annuitant must be the owner or one of the owners,
unless the owner is a non-natural owner. Joint annuitants are not allowed. The maximum issue age is 80 (owner
and annuitant must age qualify). The issue age is the age of the owner (or the annuitant if there are joint owners or
the owner is non-natural) on the rider effective date. The ING LifePay Plus rider is not available for purchase with
Option Package III. The ING LifePay Plus rider is subject to broker-dealer availability. The ING LifePay Plus
rider will not be issued until your contract value is allocated in accordance with the investment option
restrictions described in “Investment Option Restrictions,” below.

Contracts issued on and after January 1, 2007 are eligible for the ING LifePay Plus rider, subject to the conditions,
requirements and limitations of the prior paragraph, provided a living benefit rider has not been issued under such
contracts. There is an election form for this purpose. Please contact the Customer Service Center for more
information.

Rider Effective Date. The rider effective date is the date coverage under the ING LifePay Plus rider begins. If
you purchase the ING LifePay Plus rider when the contract is issued, the rider effective date is also the contract
date. If you purchase the ING LifePay Plus rider after contract issue, the rider effective date will be the date of
the contract’s next following quarterly contract anniversary. A quarterly contract anniversary occurs each quarter
of a contract year from the contract date.

Highlights. This paragraph introduces the terminology used with the ING LifePay Plus rider and how its
components generally work together. Benefits and guarantees are subject to the terms, conditions and limitations of
the ING LifePay Plus rider. More detailed information follows below, with capitalized words that are underlined
indicating headings for ease of reference. The ING LifePay Plus rider guarantees an amount available for
withdrawal from the contract in any contract year once the Lifetime Withdrawal Phase begins -- we use the ING
LifePay Plus Base as part of the calculation of the Maximum Annual Withdrawal. The Maximum Annual
Withdrawal is available for withdrawals at your discretion or systematic withdrawals pursuant to the terms of the
contract. Also, the ING LifePay Plus rider offers the Income Optimizer, which provides the option to elect to
receive systematic installments of the Maximum Annual Withdrawal over the annuitant’s life. The guarantee
continues when the ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, at which time we
will pay you periodic payments in an annual amount equal to the Maximum Annual Withdrawal (since contract
value would be zero) until the annuitant’s death. The ING LifePay Plus Base is eligible for Annual Ratchets and
Step-ups, subject to adjustment for any Excess Withdrawals. The ING LifePay Plus rider has an allowance for
withdrawals from a contract subject to the Required Minimum Distribution rules of the Tax Code that would
otherwise be Excess Withdrawals. The ING LifePay Plus rider has a death benefit that is payable upon the contract
owner’s death only when the ING LifePay Plus Death Benefit Base is greater than the contract’s death benefit. The
ING LifePay Plus rider allows for spousal continuation.

ING LifePay Plus Base. The ING LifePay Plus Base is first calculated when you purchase the ING LifePay Plus
rider: (a) On the contract date, it is equal to the initial premium; and (b) After the contract date, it is equal to the
contract value on the effective date of the rider.

The ING LifePay Plus Base is increased, dollar for dollar, by any subsequent premiums. We refer to the ING
LifePay Plus Base as the MGWB Base in the ING LifePay Plus rider.

PRO.70600-09                                                             28

Withdrawals and Excess Withdrawals. Once the Lifetime Withdrawal Phase begins, withdrawals within a
contract year up to the Maximum Annual Withdrawal, including for payment of third-party investment advisory
fees, have no impact on the ING LifePay Plus Base. These withdrawals will not incur surrender charges or a
negative Market Value Adjustment associated with any Fixed Account allocations. For example, assume the current
contract value is $90,000 on a contract with the ING LifePay Plus rider in the Lifetime Withdrawal Phase. The ING
LifePay Plus Base is $100,000, and the Maximum Annual Withdrawal is $5,000. Even though a withdrawal of
$5,000 would reduce the contract value to $85,000, the ING LifePay Plus Base would remain at its current level (as
would the Maximum Annual Withdrawal as well) since the withdrawal did not exceed the Maximum Annual
Withdrawal. See below for more information about the Maximum Annual Withdrawal.

An Excess Withdrawal is either a) a withdrawal before the Lifetime Withdrawal Phase begins (except for payment
of third-party investment advisory fees); or b) once the Lifetime Withdrawal Phase begins, any portion of a
withdrawal during a contract year that exceeds the Maximum Annual Withdrawal. An Excess Withdrawal is also a
withdrawal after continuation of the contract but before the ING LifePay Plus rider’s guarantees resume, which
occurs on the next quarterly contract anniversary following spousal continuation. An Excess Withdrawal will cause
a pro-rata reduction of the ING LifePay Plus Base -- in the same proportion as contract value is reduced by the
portion of the withdrawal that is considered excess, inclusive of surrender charges or Market Value Adjustment
associated with any Fixed Account allocations (rather than the total amount of the withdrawal). An Excess
Withdrawal will also cause the Maximum Annual Withdrawal to be recalculated. See Appendix I, Illustration 1, 2,
and 6 for examples of the consequences of an excess withdrawal.

Please note that any withdrawals before the rider effective date in the same contract year when the ING LifePay
Plus rider is added after contract issue are counted in calculating your withdrawals in that contract year to
determine whether the Maximum Annual Withdrawal has been exceeded.

Annual Ratchet. The ING LifePay Plus Base is recalculated on each contract anniversary to equal the greater of:
a) the current ING LifePay Plus Base; or b) the current contract value. We call this recalculation an Annual
Ratchet.

Once the Lifetime Withdrawal Phase begins, we reserve the right to increase the charge for the ING LifePay Plus
rider upon an Annual Ratchet. You will never pay more than new issues of the ING LifePay Plus rider, subject to
the maximum annual charge, and we will not increase this charge for your first five years after the rider effective
date. We will notify you in writing not less than 30 days before a charge increase. You may avoid the charge
increase by canceling the forthcoming Annual Ratchet. Our written notices will outline the procedure you will need
to follow to do so. Please note, however, that from then on the ING LifePay Plus Base would no longer be eligible
for any Annual Ratchets, so the Maximum Annual Withdrawal percentage would not be eligible to increase. More
information about the Maximum Annual Withdrawal Percentage is below under “Maximum Annual Withdrawal.”
Our written notice will also remind you of the consequences of canceling the forthcoming Annual Ratchet.

Step-up. The ING LifePay Plus Base is recalculated on each of the first ten contract anniversaries after the rider
effective date SO LONG AS no withdrawals were taken during the preceding contract year. The recalculated ING
LifePay Plus Base will equal the greatest of: a) the current ING LifePay Plus Base; b) the current contract value;
and c) the ING LifePay Plus Base on the previous contract anniversary, increased by the Step-up.

The amount of the Step-up is the product of the Step-up Tracker on the previous contract anniversary times the
Step-up percent, currently 6%. The Step-up Tracker is only used to calculate the amount of the Step-up. Initially, it
equals the ING LifePay Plus Base. Any premiums received during a contract year are added to the Step-up Tracker
and eligible for a partial Step-up. Any withdrawals for payment of third-party investment advisory fees are
subtracted from the Step-up. Like the ING LifePay Plus Base, the Step-up Tracker is eligible for Annual Ratchets
and subject to a pro-rata adjustment for any withdrawals prior to the Lifetime Withdrawal Phase and any Excess
Withdrawals while in the Lifetime Withdrawal Phase.

Please note no Step-ups are available in the first year after you purchase this rider, post-issue of the contract. Your
first opportunity for a Step-up will not be until the first contract anniversary after a full contract year has elapsed
since the rider effective date.

PRO.70600-09                                                                 29


For example, assume a contract owner decides to add the ING LifePay Plus rider on March 15, 2009 to a contract
that was purchased on January 1, 2009. The rider effective date is April 1, 2009, which is the date of the contract’s
next following quarterly contract anniversary. Because on January 1, 2010 a full contract year will not have elapsed
since the rider effective date, the ING LifePay Plus Base will not be eligible for a Step-up. Rather, the first
opportunity for a Step-up with this contract will be on January 1, 2011.

Lifetime Withdrawal Phase. The Lifetime Withdrawal Phase begins on the date of your first withdrawal
(except those for payment of third-party investment advisory fees), SO LONG AS the annuitant is age 59½. On this
date, the ING LifePay Plus Base is recalculated to equal the greater of the current ING LifePay Plus Base or the
contract value on the previous business day. The Lifetime Withdrawal Phase will continue until the earliest of:

1)     

The date income phase payments begin (see “The Income Phase”);

 
2)     

Reduction of the contract value to zero by an Excess Withdrawal;

 
3)     

Reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual
Withdrawal;

 
4)     

The surrender of the contract; or

 
5)     

The death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
person owner), unless your spouse beneficiary elects to continue the contract.

The ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status in the event contract value is
reduced to zero other than by an Excess Withdrawal. Please see “Lifetime Automatic Periodic Benefit Status”
below for more information.

Maximum Annual Withdrawal. The Maximum Annual Withdrawal is the amount that the ING LifePay Plus
rider guarantees to be available for withdrawal from the contract in any contract year. The Maximum Annual
Withdrawal is first calculated when the Lifetime Withdrawal Phase begins and equals the Maximum Annual
Withdrawal Percentage, based on the annuitant’s age, multiplied by the ING LifePay Plus Base.

The Maximum Annual Withdrawal Percentages are:

Maximum Annual Withdrawal Percentage Annuitant’s Age
4% 59½ – 64
5% 65+

The Maximum Annual Withdrawal is thereafter recalculated whenever the ING LifePay Plus Base is recalculated
(for example, upon an Annual Ratchet or Step-up). In addition, the Maximum Annual Withdrawal Percentage can
increase with the Annual Ratchet as the annuitant grows older.

In the event that on the date the Lifetime Withdrawal Phase begins the contract value on the previous business day
was greater than the ING LifePay Plus Base, then before the Maximum Annual Withdrawal is first calculated, the
ING LifePay Plus Base will be set equal to that contract value. The greater the ING LifePay Plus Base, the greater
the amount will be available to you for withdrawal under the ING LifePay Plus rider in calculating the Maximum
Annual Withdrawal for the first time.

Income Optimizer. The ING LifePay Plus rider offers the option to elect to receive the Maximum Annual
Withdrawal in systematic installments over the annuitant’s life. We call this option the Income Optimizer. You may
elect the Income Optimizer during the Lifetime Withdrawal Phase. This election is in lieu of the contract’s other
income phase options, and these payments will be subject to the same tax treatment as an income phase payment.
Please see “Federal Tax Considerations” for more information. The Income Optimizer is only available on
nonqualified contracts.

PRO.70600-09                                                                  30


The frequency of payments under the Income Optimizer may be annual, quarterly or monthly. While you are
receiving payments under the Income Optimizer, the ING LifePay Plus Base remains eligible for Annual Ratchets.
Your contract may still have a contract value and death benefit. Spousal continuation of payments under the Income
Optimizer is permitted. Any withdrawals in excess of the Maximum Annual Withdrawal are Excess Withdrawals
that would cause a pro-rata reduction of the ING LifePay Plus Base, as well as a reduction of the Maximum Annual
Withdrawal.

Your election is subject to restrictions – you may not: (a) revoke your election; (b) add on premiums; (c) exchange
the contract; (d) initiate income phase payments under the contract; or (e) change ownership (except as permitted
under “Change of Owner or Annuitant” below). Once you choose the frequency of payments, you may not change
it. Also, the specified percentage of your contract value required to be allocated to Fixed Allocation Funds is
higher, and the investment options available for this purpose are limited. Please see “Investment Option
Restrictions” below for the details. You may surrender your contract at any time.

Payments under the Income Optimizer will continue until the Terminal Date, at which time you waive any
remaining contract value and death benefit and the ING LifePay Plus rider enters Lifetime Automatic Periodic
Benefit Status. The Terminal Date is the contract anniversary following the annuitant’s 95th birthday. Alternatively,
you may wish to extend the Terminal Date to the contract anniversary following the annuitant’s 115th birthday in
order to liquidate your contract value that may remain before the ING LifePay Plus rider enters Lifetime Automatic
Periodic Benefit Status. Regardless, your payments of the Maximum Annual Withdrawal will continue during the
Lifetime Automatic Periodic Benefit Status until the death of the annuitant. We will notify you in writing in
advance of the Terminal Date to remind you of this alternative and how to extend the Terminal Date.

Lifetime Income Annuity Option. In the event the contract’s income phase commencement date is reached
while the ING LifePay Plus rider is in the Lifetime Withdrawal Phase, you may elect a life only income phase
option, in lieu of the contract’s other income phase options. Payments under this option are based on the minimum
annual payment factors for each $1,000 reflected in the rider data table and will never be less than the same
frequency of payments of the Maximum Annual Withdrawal at that time. For more information about the
contract’s income phase options, see “The Income Phase.”

Required Minimum Distributions. The ING LifePay Plus rider allows for withdrawals from a contract subject
to the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual Withdrawal
without causing a pro-rata reduction of the ING LifePay Plus Base and recalculation of the Maximum Annual
Withdrawal. If your Required Minimum Distribution for a calendar year (determined on a date on or before January
31 of that year), applicable to this contract, is greater than the Maximum Annual Withdrawal on that date, then an
Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds
the Maximum Annual Withdrawal. Once you have taken the Maximum Annual Withdrawal for the then current
contract year, the dollar amount of any additional withdrawals will count first against and reduce any unused
Additional Withdrawal Amount for the previous calendar year followed by any Additional Withdrawal Amount for
the current calendar year -- without constituting an Excess Withdrawal.

See Appendix I, Illustration 3.

Withdrawals that exceed the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts are
Excess Withdrawals that will cause a pro-rata reduction of the ING LifePay Plus Base and the Maximum Annual
Withdrawal to be recalculated. See Appendix I, Illustration 5 for an example of the consequences of an Excess
Withdrawal with an Additional Withdrawal Amount. The Additional Withdrawal Amount is available on a calendar
year basis and recalculated every January, reset to equal that portion of the Required Minimum Distribution for that
calendar year that exceeds the Maximum Annual Withdrawal on that date. Any unused amount of the Additional
Withdrawal Amount carries over into the next calendar year and is available through the end of that year, at which
time any amount remaining will expire. See Appendix I, Illustration 4 for an example of the Additional Withdrawal
Amount being carried over. Please note that there is no adjustment to the Additional Withdrawal Amount for
Annual Ratchets or upon spousal continuation of the ING LifePay Plus Rider.

PRO.70600-09                                                                 31

Lifetime Automatic Periodic Benefit Status. The ING LifePay Plus rider enters Lifetime Automatic Periodic
Benefit Status when your contract value is reduced to zero other than by an Excess Withdrawal (a withdrawal in
excess of the Maximum Annual Withdrawal that causes your contract value to be reduced to zero will terminate the
ING LifePay Plus rider). You will no longer be entitled to make withdrawals, but instead will begin to receive
periodic payments in an annual amount equal to the Maximum Annual Withdrawal. When the rider enters Lifetime
Automatic Periodic Benefit Status:

1)     

The contract will provide no further benefits (including death benefits) other than as provided under the
ING LifePay Plus rider;

2)     

No further premium payments will be accepted; and

3)     

Any other riders issued with the contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is
equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the annuitant at which
time both the rider and the contract will terminate. The rider will remain in Lifetime Automatic Periodic Benefit
Status until it terminates without value upon the annuitant’s death.

If, when the ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, your net withdrawals to
date are less than the Maximum Annual Withdrawal for that contract year, then we will pay you the difference
immediately. The periodic payments will begin on the first contract anniversary following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

In the event contract value is reduced to zero before the Lifetime Withdrawal Phase begins, Lifetime Automatic
Periodic Benefit Status is deferred until the contract anniversary on or after the annuitant is age 59½. During this
time, the ING LifePay Plus rider’s death benefit remains payable upon the annuitant’s death, and the ING LifePay
Plus rider remains eligible for Step-ups. Once the ING LifePay Plus rider enters the Lifetime Automatic Periodic
Benefit Status, periodic payments will begin in an annual amount equal to the Maximum Annual Withdrawal
Percentage multiplied by the ING LifePay Plus Base.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn
from your contract and paid to you on a scheduled basis, either monthly, quarterly, or annually. If, at the time the
rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the
contract more frequently than annually, the periodic payments will be made at the same frequency in equal amounts
such that the sum of the payments in each contract year will equal the annual Maximum Annual Withdrawal. Such
payments will be made on the same payment dates as previously set up, if the payments were being made monthly
or quarterly. If the payments were being made annually, then the payments will be made on each following contract
anniversary.

Investment Option Restrictions. While the ING LifePay Plus rider is in effect, there are limits on the portfolios
to which your contract value may be allocated. Contract value allocated to portfolios other than Accepted Funds
will be rebalanced so as to maintain at least the required specified percentage of such contract value in the Fixed
Allocation Funds. Currently, this required specified percentage is 30%, and is 40% if you have elected the Income
Optimizer. See “Fixed Allocation Funds Automatic Rebalancing,” below. We impose these investment option
restrictions in order to lessen the likelihood we would have to make payments under this rider. We require these
allocations regardless of your investment instructions under the contract. The ING LifePay Plus rider will not be
issued until your contract value is allocated in accordance with these investment option restrictions. The timing of
when and how we apply these investment option restrictions is discussed further below.

Accepted Funds. Currently, the Accepted Funds are:

·   

Fixed Account II

·   

Fixed Interest Division

·   

ING Liquid Assets Portfolio

·   

ING Solution Income Portfolio

·   

ING Solution 2015 Portfolio

·   

ING Solution 2025 Portfolio

·   

ING Solution 2035 Portfolio

·   

ING T. Rowe Price Capital Appreciation Portfolio.

PRO.70600-09                                                                     32

No rebalancing is necessary if the contract value is allocated entirely to Allocated Funds. We may change these
designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract
value allocated to such portfolios after the date of the change.

If you have selected the Income Optimizer, the Accepted Funds are:

·   

Fixed Account II

·   

Fixed Interest Division

·   

ING Liquid Assets Portfolio

·   

ING Solution Income Portfolio

·   

ING Solution 2015 Portfolio.

Fixed Allocation Funds. Currently, the Fixed Allocation Funds are:

·   

ING American Funds Bond Portfolio

·   

ING BlackRock Inflation Protected Bond Portfolio

·   

ING Intermediate Bond Portfolio

·   

ING U.S. Bond Index Portfolio.

You may allocate your contract value to one or more Fixed Allocated Funds. We consider the ING Intermediate
Bond Portfolio to be the default Fixed Allocation Fund in connection with Fixed Allocation Funds Automatic
Rebalancing.

If the rider is not continued under the spousal continuation right when available, a Fixed Allocation Fund may be
reclassified as a Special Fund as of the contract continuation date if it would otherwise be designated as a Special
Fund for purposes of the contract’s death benefits. For purposes of calculating any applicable death benefit
guaranteed under the contract, any allocation of contract value to the Fixed Allocation Funds will be considered a
Covered Fund allocation while the rider is in effect.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed Allocation
Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is
less than the required specified percentage of the total contract value allocated to the Fixed Allocation Funds and
Other Funds on any ING LifePay Plus Rebalancing Date, we will automatically rebalance the contract value
allocated to the Fixed Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed
Allocation Funds. The current specified percentage is 30%, and is 40% if you have selected the Income
Optimizer. Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing
is done on a pro-rata basis among the Other Funds and will be the last transaction processed on that date. The
ING LifePay Plus Rebalancing Dates occur on the rider effective date, on each quarterly contract anniversary,
and after the following transactions:

1)     

Receipt of additional premiums;

2)     

Transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or
specifically directed by you;

3)     

Withdrawals from the Fixed Allocation Funds or Other Funds.


Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the
contract. However, if the other automatic rebalancing under the contract causes the allocations to be out of
compliance with the investment option restrictions noted above, Fixed Allocation Funds Automatic Rebalancing
will occur immediately after the automatic rebalancing to restore the required allocations. See “Appendix J–
Examples of Fixed Allocation Funds Automatic Rebalancing.” You will be notified that Fixed Allocation Funds
Automatic Rebalancing has occurred, along with your new allocations, by a confirmation statement that will be
mailed to you after Fixed Allocation Funds Automatic Rebalancing has occurred.

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into a
Fixed Allocation Fund even if you have not previously been invested in it. See “Appendix J–Examples of Fixed
Allocation Funds Automatic Rebalancing, Example I.” By electing to purchase the ING LifePay Plus rider,
you are providing the Company with direction and authorization to process these transactions, including
reallocations into the Fixed Allocation Funds. You should not purchase the ING LifePay Plus rider if you
do not wish to have your contract value reallocated in this manner.

PRO.70600-09                                                     33

Death of Owner or Annuitant. The ING LifePay Plus rider terminates (with the rider’s charges pro-rated)
on the date of death of the owner (or in the case of joint owners, the first owner), or the annuitant if there is a
non-natural owner. Also, an ING LifePay Plus rider that is in Lifetime Automatic Periodic Benefit Status
terminates on the date of the annuitant’s death.

ING LifePay Plus Death Benefit Base. The ING LifePay Plus rider has a death benefit that is payable upon
the owner’s death only when the ING LifePay Plus Death Benefit Base is greater than the contract’s death
benefit. The ING LifePay Plus Death Benefit Base is first calculated when you purchase the ING LifePay Plus
rider. If the ING LifePay Plus rider is purchased on the contract date, the initial ING LifePay Plus Death Benefit
Base is equal to the initial premium. If the ING LifePay Plus rider is purchased after the contract date, the initial
ING LifePay Plus Death Benefit Base is equal to the contract value on the rider effective date.

The ING LifePay Plus Death Benefit Base is increased by the dollar amount of any subsequent premiums and
subject to any withdrawal adjustments. The ING LifePay Plus Death Benefit Base is reduced by the dollar
amount of any withdrawals for the payment of third-party investment advisory fees before the Lifetime
Withdrawal Phase beings, and for any withdrawals once the Lifetime Withdrawal Phase begins that are not
Excess Withdrawals, including withdrawals for payment of third-party investment advisory fees. The ING
LifePay Plus Death Benefit Base is subject to a pro-rata reduction for an Excess Withdrawal. Please see
“Withdrawals and Excess Withdrawals” for more information.

There is no additional charge for the death benefit associated with the ING LifePay Plus rider. Please note that
the ING LifePay Plus Death Benefit Base is not eligible to participate in Annual Ratchets or Step-ups.

In the event the ING LifePay Plus Death Benefit Base is greater than zero when the ING LifePay Plus rider
enters Lifetime Automatic Periodic Benefit Status, each periodic payment reduces the ING LifePay Plus Death
Benefit Base dollar for dollar until the earlier of the ING LifePay Plus Death Benefit Base being reduced to zero
or the annuitant’s death. Upon the annuitant’s death, any remaining ING LifePay Plus death benefit is payable to
the beneficiary in a lump sum.

Spousal Continuation. If the surviving spouse of the deceased owner continues the contract (see “Death
Benefit Choices–Continuation After Death–Spouse”), the rider will also continue, provided the spouse becomes
the annuitant and sole owner. At the time the contract is continued, the ING LifePay Plus Base is recalculated to
equal the contract value, inclusive of the guaranteed death benefit -- UNLESS the continuing spouse is a joint
owner and the original annuitant, OR the Lifetime Withdrawal Phase has not yet begun. In these cases, the ING
LifePay Plus Base is recalculated to equal the greater of a) the contract value, inclusive of the guaranteed death
benefit; and b) the last-calculated ING LifePay Plus Base, subject to pro-rata adjustment for any withdrawals
before spousal continuation. Regardless, the ING LifePay Plus rider’s guarantees resume on the next quarterly
contract anniversary following spousal continuation. Any withdrawals after spousal continuation of the contract
but before the ING LifePay Plus rider’s guarantees resume are Excess Withdrawals. The ING LifePay Plus rider
remains eligible for the Annual Ratchet upon recalculation of the ING LifePay Plus Base.

The Maximum Annual Withdrawal is also recalculated at the same time as the ING LifePay Plus Base; however,
there is no Maximum Annual Withdrawal upon spousal continuation until the Lifetime Withdrawal Phase begins
on the date of the first withdrawal after spousal continuation, SO LONG AS the annuitant is age 59½. The
Maximum Annual Withdrawal is recalculated to equal the Maximum Annual Withdrawal Percentage multiplied
by the ING LifePay Plus Base. There is no adjustment to the Additional Withdrawal Amount upon spousal
continuation of the ING LifePay Plus rider for a contract subject to the Required Minimum Distribution rules of
the Tax Code. Any withdrawals before the contract owner’s death and spousal continuation are counted in
calculating you withdrawals in that contract year to determine whether the Maximum Annual Withdrawal has
been exceeded.

Please note, if the contract value on the previous business day is greater than the ING LifePay Plus Base on the
date the Lifetime Withdrawal Phase begins, then the ING LifePay Plus Base will be set equal to that contract
value before the Maximum Annual Withdrawal is first calculated. The rider will be eligible for any Step-ups that
may remain, and the Step-up Tracker will be recalculated at the same time as the ING LifePay Plus Base. Also,
upon spousal continuation, the ING LifePay Plus Death Benefit Base equals the ING LifePay Plus Death Benefit
Base before the contract owner’s death, subject to any pro-rata adjustment for withdrawals before spousal
continuation of the rider.

PRO.70600-09                                                             34


If you have selected the Income Optimizer, systematic installments of the Maximum Annual Withdrawal will
continue, SO LONG AS the surviving spouse as annuitant is age 59½. The amount of these continuing payments
may change since both the ING LifePay Plus Base and the Maximum Annual Withdrawal are recalculated based
on the new annuitant’s age. Once the Income Optimizer has been selected, the rider will remain subject to the
higher required specified percentage for allocations to the Fixed Allocation Funds, even if upon spousal
continuation the Lifetime Withdrawal Phase has not yet begun, and there is no Maximum Annual Withdrawal,
because the annuitant is not yet age 59½.

Contrary to the ING Joint LifePay Plus rider, spousal continuation of the ING LifePay Plus rider would likely
NOT take effect at the same time as the contract is continued. As noted above, the ING LifePay Plus rider
provides for spousal continuation only on a quarterly contract anniversary (subject to the spouse becoming the
annuitant and sole owner). If you are concerned about the availability of benefits being interrupted with spousal
continuation of the ING LifePay Plus rider, you might instead want to purchase the ING Joint LifePay Plus rider.

Change of Owner or Annuitant. The ING LifePay Plus rider terminates (with the rider’s charge pro-rated)
upon an ownership change or change of annuitant, except for:

1)     

spousal continuation as described above;

 
2)     

change of owner from one custodian to another custodian;

 
3)     

change of owner from a custodian for the benefit of an individual to the same individual;

 
4)     

change of owner from an individual to a custodian for the benefit of the same individual;

 
5)     

collateral assignments;

 
6)     

change in trust as owner where the individual owner and the grantor of the trust are the same
individual;

 
7)     

change of owner from an individual to a trust where the individual owner and the grantor of the trust
are the same individual;

 
8)     

change of owner from a trust to an individual where the individual owner and the grantor of the trust
are the same individual;

 
9)     

change of owner pursuant to a court order; and

 
10)     

change of qualified plan ownership to the beneficial owner.


Surrender Charges. Once the Lifetime Withdrawal Phase begins, your withdrawals within a contract year up
to the Maximum Annual Withdrawal (and any applicable Additional Withdrawal Amount) are not subject to
surrender charges. We waive any surrender charges otherwise applicable to your withdrawal in a contract year that
are less than or equal to the Maximum Annual Withdrawal. Excess Withdrawals are subject to surrender charges,
whether or not the Lifetime Withdrawal Phase has begun. Once your contract value is reduced to zero, any periodic
payments under the ING LifePay Plus rider are not subject to surrender charges. Moreover, with no contract value,
none of your contract level recurring charges (e.g., the Mortality and Expense Risk Charge) would be deducted.

Loans. No loans are permitted on contracts with the ING LifePay Plus rider.

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay Plus
Rider, see “Federal Tax Considerations–Tax Consequences of Living Benefits and Death Benefit.”

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider. The
ING Joint LifePay Plus rider generally provides, subject to the restrictions and limitations below, that we will
guarantee a minimum level of annual withdrawals from the contract for the lifetime of both you and your spouse,
even if these withdrawals deplete your contract value to zero. You may wish to purchase this rider if you are
married and are concerned that you and your spouse may outlive your income.

PRO.70600-09                                                         35


Important Note: We introduced the ING Joint LifePay Plus rider on August 20, 2007 and launched changes to it
on April 28, 2008 and January 12, 2009, subject to state approval where applicable. The form of the ING Joint
LifePay Plus rider available to you depends on state availability.

The information below pertains to the form of ING Joint LifePay Plus rider available for sale beginning on
May 1, 2009, in states where approved. If this form of ING Joint LifePay Plus rider is not yet approved for sale in
your state, please see Appendix K for the information about the form of ING Joint LifePay Plus rider available to
you. If you purchased the ING LifePay or ING Joint LifePay rider, please see Appendix L for more information.

Purchase. The ING Joint LifePay Plus rider is only available for purchase by individuals who are married at the
time of purchase (spouses) and eligible to elect spousal continuation (as defined by the Tax Code) of the contract
when the death benefit becomes payable, subject to the owner, annuitant, and beneficiary requirements below. The
maximum issue age is 80. Both spouses must meet these issue age requirements. The issue age is the age of the
owners on the rider effective date. The ING Joint LifePay Plus rider is not available for purchase with Option
Package III. The ING Joint LifePay Plus rider is subject to broker-dealer availability. Please note that the ING
Joint LifePay Plus rider will not be issued unless the required owner, annuitant, and beneficiary
designations are met, and until your contract value is allocated in accordance with the investment option
restrictions described in “Investment Option Restrictions,” below.

Contracts issued on or after August 20, 2007 are eligible for the ING Joint LifePay Plus rider, subject to the
conditions, requirements, and limitations of the prior paragraph, provided a living benefit rider has not been issued
under such contracts. There is an election form for this purpose. Please contact the Customer Service Center for
more information. Such election must be received in good order, including owner, annuitant, and beneficiary
designations and compliance with the investment restrictions described below.

Ownership, Annuitant, and Beneficiary Designation Requirements. Certain ownership, annuitant, and
beneficiary designations are required in order to purchase the ING Joint LifePay Plus rider. These designations
depend upon whether the contract is issued as a nonqualified contract, an IRA or a custodial IRA. In all cases, the
ownership, annuitant, and beneficiary designations must allow for the surviving spouse to continue the contract
when the death benefit becomes payable, as provided by the Tax Code. Non-natural, custodial owners are only
allowed with IRAs (“custodial IRAs”). The necessary ownership, annuitant, and/or beneficiary designations are
described below. Applications that do not meet the requirements below will be rejected. We reserve the right to
verify the date of birth and social security number of both spouses.

Nonqualified Contracts. For a jointly owned contract, the owners must be spouses, and the annuitant must be
one of the owners. For a contract with only one owner, the owner’s spouse must be the sole primary
beneficiary, and the annuitant must be one of the spouses.

IRAs. There may only be one owner, who must also be the annuitant. The owner’s spouse must be the sole
primary beneficiary.

Custodial IRAs. While we do not maintain individual owner and beneficiary designations for IRAs held by
an outside custodian, the ownership and beneficiary designations with the custodian must comply with the
requirements listed in “IRAs,” above. The annuitant must be the beneficial owner of the custodial IRA. We
require the custodian to provide us the name and date of birth of both the owner and the owner’s spouse.

Rider Effective Date. The rider effective date is the date coverage under the ING Joint LifePay Plus rider
begins. If you purchase the ING Joint LifePay Plus rider when the contract is issued, the ING Joint LifePay Plus
rider effective date is also the contract date. If the ING Joint LifePay Plus rider is added after contract issue, the
rider effective date is the date of the contract’s next following quarterly contract anniversary. A quarterly contract
anniversary occurs each quarter of a contract year from the contract date.

PRO.70600-09                                                                       36

Active Spouse. An Active Spouse is the person (people) upon whose life and age the guarantees are calculated
under the ING Joint LifePay Plus rider. There must be two Active Spouses when you purchase the ING Joint
LifePay Plus rider, who are married to each other and are joint owners. For a contract with only one owner, the
spouse must be the sole primary beneficiary. You cannot add an Active Spouse after the rider effective date. In
general, changes to the ownership of the contract, or changes to the annuitant and/or beneficiary designations, will
result in one spouse being deactivated (the spouse is thereafter “inactive”). An inactive spouse is not eligible to
exercise any rights or receive any benefits under the ING Joint LifePay Plus rider, including continuing the ING
Joint LifePay Plus rider upon spousal continuation of the contract. Once an Active Spouse is deactivated, the
spouse may not become an Active Spouse again. Specific situations that will result in an Active Spouse being
deactivated include:

1)     

For nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that spouse
does not automatically become sole primary beneficiary pursuant to the terms of the contract), or the
change of one joint owner to a person other than an Active Spouse;

 
2)     

For nonqualified contracts where one spouse is the owner and the other spouse is the sole primary
beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who is
not also an Active Spouse or any change of beneficiary (including the addition of primary beneficiaries);
and

 
3)     

A spouse’s death.

An owner may also request that one spouse be treated as inactive. Both contract owners must agree to such a
request when there are joint owners. However, all charges for the ING Joint LifePay Plus rider will continue to
apply, even after a spouse is deactivated, regardless of the reason. You should make sure you understand the
impact of beneficiary and owner changes on the ING Joint LifePay Plus rider prior to requesting any such
changes.

Please note that a divorce will terminate the ability of an ex-spouse to continue the contract. See “Divorce,” below.

Highlights. This paragraph introduces the terminology used with the ING Joint LifePay Plus rider and how its
components generally work together. Benefits and guarantees are subject to the terms, conditions and limitations of
the ING Joint LifePay Plus rider. More detailed information follows below, with capitalized words that are
underlined indicating headings for ease of reference. The ING Joint LifePay Plus rider guarantees an amount
available for withdrawal from the contract in any contract year once the Lifetime Withdrawal Phase begins -- we
use the ING Joint LifePay Plus Base as part of the calculation of the Maximum Annual Withdrawal. The Maximum
Annual Withdrawal is available for withdrawals at your discretion or systematic withdrawals pursuant to the terms
of the contract. The ING Joint LifePay Plus rider also offers the Income Optimizer, which is the option to elect to
receive systematic installments of the Maximum Annual Withdrawal over the lives of both Active Spouses. The
guarantee continues when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, at
which time we will pay you periodic payments in an annual amount equal to the Maximum Annual Withdrawal
(since contract value would be zero) until the last Active Spouse’s death. The ING Joint LifePay Plus Base is
eligible for Annual Ratchets and Step-ups, and subject to adjustment for any Excess Withdrawals. The ING Joint
LifePay Plus rider has an allowance for withdrawals from a contract subject to the Required Minimum Distribution
rules of the Tax Code that would otherwise be Excess Withdrawals. The ING Joint LifePay Plus rider has a death
benefit that is payable upon the contract owner’s death only when the ING Joint LifePay Plus Death Benefit Base is
greater than the contract’s death benefit. The ING Joint LifePay Plus rider allows for spousal continuation.

ING Joint LifePay Plus Base. The ING Joint LifePay Plus Base is first calculated when you purchase the ING
Joint LifePay Plus rider: (a) On the contract date, it is equal to the initial premium; and (b) After the contract date, it
is equal to the contract value on the effective date of the rider.

The ING Joint LifePay Plus Base is increased, dollar for dollar, by any subsequent premiums. We refer to the ING
Joint LifePay Plus Base as the MGWB Base in the ING Joint LifePay Plus rider.

PRO.70600-09                                                                37

Withdrawals and Excess Withdrawals. Once the Lifetime Withdrawal Phase begins, withdrawals within a
contract year up to the Maximum Annual Withdrawal, including for payment of third-party investment advisory
fees, have no impact on the ING Joint LifePay Plus Base. These withdrawals will not incur surrender charges or a
negative Market Value Adjustment associated with any Fixed Account allocations. For example, assume the current
contract value is $90,000 on a contract with the ING Joint LifePay Plus rider in the Lifetime Withdrawal Phase.
The ING Joint LifePay Plus Base is $100,000, and the Maximum Annual Withdrawal is $5,000. Even though a
withdrawal of $5,000 would reduce the contract value to $85,000, the ING Joint LifePay Plus Base would remain at
its current level (as would the Maximum Annual Withdrawal as well) since the withdrawal did not exceed the
Maximum Annual Withdrawal. See below for more information about the Maximum Annual Withdrawal.

An Excess Withdrawal is a withdrawal either before the Lifetime Withdrawal Phase begins (except for payment of
third-party investment advisory fees), or once the Lifetime Withdrawal Phase begins, any portion of a withdrawal
during a contract year that exceeds the Maximum Annual Withdrawal. An Excess Withdrawal will cause a pro-rate
reduction of the ING Joint LifePay Plus Base -- in the same proportion as contract value is reduced by the portion
of the withdrawal that is considered excess, inclusive of surrender charges, or Market Value Adjustment associated
with any Fixed Account allocations (rather than the total amount of the withdrawal). An Excess Withdrawal will
also cause the Maximum Annual Withdrawal to be recalculated. See Appendix I, Illustration 1, 2, and 6 for
examples of the consequences of an Excess Withdrawal.

Please note that any withdrawals before the rider effective date in the same contract year when the ING Joint
LifePay Plus rider is added after contract issue are counted in calculating your withdrawals in that contract year to
determine whether the Maximum Annual Withdrawal has been exceeded.

Annual Ratchet. The ING Joint LifePay Plus Base is recalculated on each contract anniversary to equal the
greater of: a) the current ING Joint LifePay Plus Base; or b) the current contract value. We call this recalculation an
Annual Ratchet.

Once the Lifetime Withdrawal Phase begins, we reserve the right to increase the charge for the ING Joint LifePay
Plus rider upon an Annual Ratchet. You will never pay more than new issues of the ING Joint LifePay Plus rider,
subject to the maximum annual charge, and we will not increase this charge for your first five years after the rider
effective date. We will notify you in writing not less than 30 days before a charge increase. Our written notice will
outline the procedure you will need to follow to do so. You may avoid the charge increase by canceling the
forthcoming Annual Ratchet. Please note, however, that from then on the ING Joint LifePay Plus Base would no
longer be eligible for any Annual Ratchets, so the Maximum Annual Withdrawal percentage would not be eligible
to increase. More information about the Maximum Annual Percentage is below under “Maximum Annual
Withdrawal.” Our written notice will also remind you of the consequences of canceling the forthcoming Annual
Ratchet.

Step-up. The ING Joint LifePay Plus Base is recalculated on each of the first ten contract anniversaries after the
rider effective date, SO LONG AS no withdrawals were taken during the preceding contract year. The recalculated
ING Joint LifePay Plus Base will equal the greatest of a) The current ING Joint LifePay Plus Base; b) The current
contract value; and c) The ING Joint LifePay Plus Base on the previous contract anniversary, increased by the Step-
up.

The amount of the Step-up is the product of the Step-up Tracker on the previous contract anniversary times the
Step-up percent, currently 6%. The Step-up Tracker is only used to calculate the amount of the Step-up. Initially, it
equals the ING Joint LifePay Plus Base. Any premiums received during a contract year are added to the Step-up
Tracker and eligible for a partial Step-up. Any withdrawals for payment of third-party investment advisory fees are
subtracted from the Step-up. Like the ING Joint LifePay Plus Base, the Step-up Tracker is eligible for Annual
Ratchets and subject to a pro-rata adjustment for any Excess Withdrawals.

Please note that no partial Step-up is available in the first year after you purchase this rider post issue of the
contract. Your first opportunity for a Step-up will not be until the first contract anniversary after a full contract year
has elapsed since the rider effective date. Say for example that with a contract purchased on January 1, 2009, the
contract owner decided to add the ING Joint LifePay Plus rider on March 15, 2009. The rider effective date is
April 1, 2009, which is the date the contract’s next following quarterly contract anniversary. Because on
January 1, 2010 a full contract year will not have elapsed since the rider effective date, the ING Joint LifePay Plus
Base will not be eligible for a step-up. Rather, the first opportunity for a step-up with this contract is on
January 1, 2011.

PRO.70600-09                                                              38


Lifetime Withdrawal Phase. The Lifetime Withdrawal Phase begins on the date of your first withdrawal
(except those for payment of third-party investment advisory fees), SO LONG AS the youngest Active Spouse is
age 65. On this date, the ING Joint LifePay Plus Base is recalculated to equal the greater of the current ING Joint
LifePay Plus Base or the contract value on the previous business day. The Lifetime Withdrawal Phase will continue
until the earliest of:

1)     

The date income phase payments begin (see “The Income Phase);

2)     

Reduction of the contract value to zero by an Excess Withdrawal;

3)     

Reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual
Withdrawal;

4)     

The surrender of the contract; or

5)     

The death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
person owner), unless your spouse beneficiary is an Active Spouse who elects to continue the contract; or

6)     

The last Active Spouse dies.



The ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status in the event contract value is
reduced to zero other than by an Excess Withdrawal. Please see “Lifetime Automatic Periodic Benefit Status”
below for more information.

Maximum Annual Withdrawal. The Maximum Annual Withdrawal is the amount that the ING Joint LifePay
Plus rider guarantees to be available for withdrawal from the contract in any contract year. The Maximum Annual
Withdrawal is first calculated when the Lifetime Withdrawal Phase begins and equals the Maximum Annual
Withdrawal percentage of 5% multiplied by the ING Joint LifePay Plus Base. The Maximum Annual Withdrawal is
thereafter recalculated whenever the ING Joint LifePay Plus Base is recalculated (for example, upon an Annual
Ratchet or Step-up).

In the event on the date the Lifetime Withdrawal Phase begins the contract value on the previous business day is
greater than the ING Joint LifePay Plus Base, then before the Maximum Annual Withdrawal is first calculated, the
ING Joint LifePay Plus Base will be set equal to that contract value. The greater the ING Joint LifePay Plus Base,
the greater the amount will be available to you for withdrawal under the ING Joint LifePay Plus rider in calculating
the Maximum Annual Withdrawal for the first time.

Income Optimizer. The ING Joint LifePay Plus rider offers the option to elect to receive the Maximum Annual
Withdrawal in systematic installments over the lives of both Active Spouses. We call this option the Income
Optimizer. You may elect the Income Optimizer during the Lifetime Withdrawal Phase. This election is in lieu of
the contract’s other annuity options, and these payments will be subject to the same tax treatment as an annuity
payment. The Income Optimizer is only available on nonqualified contracts.

The frequency of payments under the Income Optimizer may be annual, quarterly or monthly. While you are
receiving payments under the Income Optimizer, the ING Joint LifePay Plus Base remains eligible for Annual
Ratchets. Your contract may still have a contract value and death benefit. Spousal continuation of payments under
the Income Optimizer is permitted. Any withdrawals in excess of the Maximum Annual Withdrawal are Excess
Withdrawals that would cause a pro-rata reduction of the ING Joint LifePay Plus Base, as well as a reduction of the
Maximum Annual Withdrawal.

Your election is subject to restrictions – you may not: a) revoke your election; b) add on premiums; c) exchange the
contract; d) annuitize the contract; or e) change ownership (except as permitted under “Change of Owner or
Annuitant” below). Once you choose the frequency of payments, you may not change it. Also, the specified
percentage of your contract value required to be allocated to Fixed Allocation Funds is higher, and the investment
options available for this purpose are limited. Please see “Investment Option Restrictions” below for the details.
You may surrender your contract at any time.

Payments under the Income Optimizer will continue until the Terminal Date, at which time you waive any
remaining contract value and death benefit and the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic
Benefit Status. The Terminal Date is the contract anniversary following the youngest Active Spouse’s 95th birthday.
Alternatively, you may wish to extend the Terminal Date to the contract anniversary following the youngest Active
Spouse’s 115th birthday in order to liquidate your contract value that may remain before the ING Joint LifePay Plus
rider enters Lifetime Automatic Periodic Benefit Status. Regardless, your payments of the Maximum Annual
Withdrawal will continue during the Lifetime Automatic Periodic Benefit Status until the death of the last Active
Spouse. We will notify you in writing in advance of the Terminal Date to remind you of this alternative and how to
extend the Terminal Date.

PRO.70600-09                                                                    39


Lifetime Income Annuity Option. In the event the contract’s income phase commencement date is reached while
the ING Joint LifePay Plus rider is in the Lifetime Withdrawal Phase, you may elect a life only income phase
option, in lieu of the contract’s other income phase options. Payments under this option will be joint life if both
Active Spouses are living, or for the life of the only Active Spouse, and are based on the minimum annual payment
factors for purchase $1,000 reflected in the rider data table. These payments will never be less than the frequency of
payments of the Maximum Annual Withdrawal at that time. For more information about the contract’s income
phase options, see “The Income Phase.”

Required Minimum Distributions. The ING Joint LifePay Plus rider allows for withdrawals from a contract
subject to the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual Withdrawal
without causing a pro-rata reduction of the ING Joint LifePay Plus Base and recalculation of the Maximum Annual
Withdrawal. If your Required Minimum Distribution for a calendar year (determined on a date on or before January
31 of that year), applicable to this contract, is greater than the Maximum Annual Withdrawal on that date, then an
Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds
the Maximum Annual Withdrawal. Once you have taken the Maximum Annual Withdrawal for the then current
contract year, the dollar amount of any additional withdrawals will count first against and reduce any unused
Additional Withdrawal Amount for the previous calendar year followed by any Additional Withdrawal Amount for
the current calendar year -- without constituting an Excess Withdrawal.

See Appendix I, Illustration 3 for an example.

Withdrawals that exceed the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts are
Excess Withdrawals that will cause a pro-rata reduction of the ING Joint LifePay Plus Base and the Maximum
Annual Withdrawal to be recalculated. See Appendix I, Illustration 5 for an example of the consequences of an
Excess Withdrawal with an Additional Withdrawal Amount. The Additional Withdrawal Amount is available on a
calendar year basis and recalculated every January, reset to equal that portion of the Required Minimum
Distribution for that calendar year that exceeds the Maximum Annual Withdrawal on that date. Any unused amount
of the Additional Withdrawal Amount carries over into the next calendar year and is available through the end of
that year, at which time any amount remaining will expire. See Appendix I, Illustration 4 for an example of the
Additional Withdrawal Amount being carried over. Please note that there is no adjustment to the Additional
Withdrawal Amount for Annual Ratchets or upon spousal continuation of the ING Joint LifePay Plus Rider.

Lifetime Automatic Periodic Benefit Status. The ING Joint LifePay Plus rider enters Lifetime Automatic
Periodic Benefit Status when your contract value is reduced to zero other than by an Excess Withdrawal (a
withdrawal in excess of the Maximum Annual Withdrawal that causes your contract value to be reduced to zero
will terminate the ING Joint LifePay Plus rider). You will no longer be entitled to make withdrawals, but instead
will begin to receive periodic payments in an annual amount equal to the Maximum Annual Withdrawal. When the
rider enters Lifetime Automatic Periodic Benefit Status:

1)     

The contract will provide no further benefits (including death benefits) other than as provided under the ING
Joint LifePay Plus rider;

2)     

No further premium payments will be accepted; and

3)     

Any other riders issued with the contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is
equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the annuitant at which
time both the rider and the contract will terminate. The rider will remain in Lifetime Automatic Periodic Benefit
Status until it terminates without value upon the last Active Spouse’s death.

If, when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, your net withdrawals
to date are less than the Maximum Annual Withdrawal for that contract year, then we will pay you the difference
immediately. The periodic payments will begin on the first contract anniversary following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

In the event contract value is reduced to zero before the Lifetime Withdrawal Phase begins, Lifetime Automatic
Periodic Benefit Status is deferred until the contract anniversary on or after the youngest Active Spouse is age 65.
During this time, the ING Joint LifePay Plus rider’s death benefit remains payable upon the last Active Spouse’s
death, and the ING Joint LifePay Plus rider remains eligible for Step-ups. Once the ING Joint LifePay Plus rider
enters the Lifetime Automatic Periodic Benefit Status, periodic payments will begin in an annual amount equal to
5% (the Maximum Annual Withdrawal percentage) multiplied by the ING Joint LifePay Plus Base.

PRO.70600-09                                                                            40

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn
from your contract and paid to you on a scheduled basis, either monthly, quarterly, or annually. If, at the time the
rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the
contract more frequently than annually, the periodic payments will be made at the same frequency in equal amounts
such that the sum of the payments in each contract year will equal the annual Maximum Annual Withdrawal. Such
payments will be made on the same payment dates as previously set up, if the payments were being made monthly
or quarterly. If the payments were being made annually, then the payments will be made on each following contract
anniversary.

Investment Option Restrictions. While the ING Joint LifePay Plus rider is in effect, there are limits on the
portfolios to which your contract value may be allocated. Contract value allocated to portfolios other than Accepted
Funds will be rebalanced so as to maintain at least the required specified percentage of such contract value in the
Fixed Allocation Funds. Currently, the required specified percentage is 30%, and is 40% if you have selected the
Income Optimizer. See “Fixed Allocation Funds Automatic Rebalancing,” below. We impose these investment
option restrictions in order to lessen the likelihood we would have to make payments under this rider. We require
these allocations regardless of your investment instructions to the contract. The ING Joint LifePay Plus rider will
not be issued until your contract value is allocated in accordance with these investment options restrictions. The
timing of when and how we apply these restrictions is discussed further below.

Accepted Funds. Currently, the Accepted Funds are:

·   

Fixed Account II

·   

Fixed Interest Division

·   

ING Liquid Assets Portfolio

·   

ING Solution Income Portfolio

·   

ING Solution 2015 Portfolio

·   

ING Solution 2025 Portfolio

·   

ING Solution 2035 Portfolio

·   

ING T. Rowe Price Capital Appreciation Portfolio.

No rebalancing is necessary if the contract value is allocated entirely to Allocated Funds. We may change these
designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract
value allocated to such portfolios after the date of the change.

If you have selected the Income Optimizer, the Accepted Funds are:

·   

Fixed Account II

·   

Fixed Interest Division

·   

ING Liquid Assets Portfolio

·   

ING Solution Income Portfolio

·   

ING Solution 2015 Portfolio.

Fixed Allocation Funds. Currently, the Fixed Allocation Funds are:

·   

ING American Funds Bond Portfolio

·   

ING BlackRock Inflation Protected Bond Portfolio

·   

ING Intermediate Bond Portfolio

·   

ING U.S. Bond Index Portfolio.


You may allocate your contract value to one or more Fixed Allocation Funds. We consider the ING Intermediate
Bond Portfolio to be the default Fixed Allocation Fund in connection with Fixed Allocation Funds Automatic
Rebalancing.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed Allocation
Funds are considered Other Funds.

PRO.70600-09                                                            41


Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is less
than the required specified percentage of the total contract value allocated to the Fixed Allocation Funds and
Other Funds on any ING Joint LifePay Plus Rebalancing Date, we will automatically rebalance the contract value
allocated to the Fixed Allocation Funds and Other Funds so that the required specified percentage of this amount
is allocated to the Fixed Allocation Funds. The current specified percentage is 30%, and 40% if you have
selected the Income Optimizer. Accepted Funds are excluded from Fixed Allocation Funds Automatic
Rebalancing. Any rebalancing is done on a pro-rata basis among the Other Funds and will be the last transaction
processed on that date. The ING Joint LifePay Plus Rebalancing Dates occur on the rider effective date, each
quarterly contract anniversary, and after the following transactions:

1)     

Receipt of additional premiums;

 
2)     

Transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or
specifically directed by you; and

 
3)     

Withdrawals from the Fixed Allocation Funds or Other Funds.


Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the
contract. However, if the other automatic rebalancing under the contract causes the allocations to be out of
compliance with the investment option restrictions noted above, Fixed Allocation Funds Automatic Rebalancing
will occur immediately after the automatic rebalancing to restore the required allocations. See “Appendix J–
Examples of Fixed Allocation Funds Automatic Rebalancing.” You will be notified that Fixed Allocation Funds
Automatic Rebalancing has occurred, along with your new allocations, by a confirmation statement that will be
mailed to you after Fixed Allocation Funds Automatic Rebalancing has occurred.

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into a
Fixed Allocation Fund even if you have not previously been invested in it. See “Appendix J–Examples of Fixed
Allocation Funds Automatic Rebalancing, Example I.” By electing to purchase the ING Joint LifePay Plus
rider, you are providing the Company with direction and authorization to process these transactions,
including reallocations into the Fixed Allocation Funds. You should not purchase the ING Joint LifePay
Plus rider if you do not wish to have your contract value reallocated in this manner.

Divorce. Generally, in the event of a divorce, the spouse who retains ownership of the contract will continue to be
entitled to all rights and benefits of the ING Joint LifePay Plus rider, while the ex-spouse will no longer have any
such rights or be entitled to any such benefits. In the event of a divorce during the Lifetime Withdrawal Phase, the
ING Joint LifePay Plus rider will continue until the owner’s death (first owner in the case of joint owners, or the
annuitant in the case of a custodial IRA). Although spousal continuation may be available under the Tax Code for a
subsequent spouse, the ING Joint LifePay Plus rider cannot be continued by the new spouse. As the result of the
divorce, we may be required to withdraw assets for the benefit of an ex-spouse. Any such withdrawal will be
considered a withdrawal for purposes of the ING Joint LifePay Plus Base. See “Withdrawals” and “Excess
Withdrawal,” above. In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no
change in the amount of your periodic payments. Payments will continue until both spouses are deceased.

Death of Owner or Annuitant. The ING Joint LifePay Plus rider terminates (with the rider’s charges pro-
rated) on the earlier of the date of death of the last Active Spouse, or when the surviving spouse decides not to
continue the contract.

ING Joint LifePay Plus Death Benefit Base. The ING Joint LifePay Plus rider has a death benefit that is
payable upon the owner’s death only when the ING Joint LifePay Plus Death Benefit Base is greater than the
contract’s death benefit. The ING Joint LifePay Plus Death Benefit Base is first calculated when you purchase the
ING Joint LifePay Plus rider. If the ING Joint LifePay Plus rider is purchased on the contract date, the initial ING
Joint LifePay Plus Death Benefit Base is equal to the initial premium. If the ING Joint LifePay Plus rider as
purchased after the contract date, the initial ING Joint LifePay Plus Death Benefit Base is equal to the contract
value on the rider effective date.

PRO.70600-09                                                           42

The ING Joint LifePay Plus Death Benefit Base is increased by the dollar amount of any subsequent premiums and
subject to any withdrawal adjustments. The ING Joint LifePay Plus Death Benefit Base is reduced by the dollar
amount of any withdrawals for the payment of third-party investment advisory fees before the Lifetime Withdrawal
Phase beings, and for any withdrawals once the Lifetime Withdrawal Phase begins that are not Excess
Withdrawals, including withdrawals for payment of third-party investment advisory fees. The ING Joint LifePay
Plus Death Benefit Base is subject to a pro-rata reduction for an Excess Withdrawal. Please see “Withdrawals and
Excess Withdrawals” for more information.

There is no additional charge for the death benefit associated with the ING Joint LifePay Plus rider. Please note that
the ING Joint LifePay Plus Death Benefit Base is not eligible to participate in Annual Ratchets or Step-ups.

In the event the ING Joint LifePay Plus Death Benefit Base is greater than zero when the ING Joint LifePay Plus
rider enters Lifetime Automatic Periodic Benefit Status, each periodic payment reduces the ING Joint LifePay Plus
Death Benefit Base dollar for dollar until the earlier of the ING Joint LifePay Plus Death Benefit Base being
reduced to zero or the last Active Spouse’s death. Upon the last Active Spouse’s death, any remaining ING Joint
LifePay Plus death benefit is payable to the beneficiary in a lump sum.

Spousal Continuation. If the surviving spouse of the deceased owner continues the contract (see “Death
Benefit Choices–Continuation After Death–Spouse”), the rider will continue, SO LONG AS the surviving spouse is
an Active Spouse. At that time, the ING Joint LifePay Plus Base is recalculated to equal the greater of a) the
contract value, inclusive of the guaranteed death benefit; and b) the last-calculated ING Joint LifePay Plus Base,
subject to pro-rata adjustment for any withdrawals before spousal continuation.

The Maximum Annual Withdrawal is also recalculated; however, there is no Maximum Annual Withdrawal upon
spousal continuation until the Lifetime Withdrawal Phase begins on the date of the first withdrawal after spousal
continuation, SO LONG AS the last Active Spouse is age 65. The Maximum Annual Withdrawal is recalculated to
equal 5% (the Maximum Annual Withdrawal percentage) multiplied by the ING Joint LifePay Plus Base. There is
no adjustment to the Additional Withdrawal Amount upon spousal continuation of the ING Joint LifePay Plus rider
for a contract subject to the Required Minimum Distribution rules of the Tax Code. Any withdrawals before the
contract owner’s death and spousal continuation are counted in calculating you withdrawals in that contract year to
determine whether the Maximum Annual Withdrawal has been exceeded.

Please note, if the contract value on the previous business day is greater than the ING Joint LifePay Plus Base on
the date the Lifetime Withdrawal Phase begins, then the ING Joint LifePay Plus Base will be set equal to the
contract value before the Maximum Annual Withdrawal is first calculated. The rider will be eligible for any Step-
ups that may remain, and the Step-up Tracker will be recalculated at the same time as the ING Joint LifePay Plus
Base. Also, upon spousal continuation, the ING Joint LifePay Plus Death Benefit Base equals the ING Joint
LifePay Plus Death Benefit Base before the contract owner’s death, subject to any pro-rata adjustment for
withdrawals before spousal continuation of the rider.

Change of Owner or Annuitant. The ING Joint LifePay Plus rider terminates (with the rider’s charge pro-
rated) upon an ownership change or change of annuitant, except for:

1)     

spousal continuation by an Active Spouse, as described above;

 
2)     

change of owner from one custodian to another custodian;

 
3)     

change of owner from a custodian for the benefit of an individual to the same individual (the owner’s
spouse must be named sole beneficiary under the contract to remain an Active Spouse);

 
4)     

change of owner from an individual to a custodian for the benefit of the same individual;

 
5)     

collateral assignments;

 
6)     

for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner is
the original owner’s spouse and is an Active Spouse when added as joint owner;

 
7)     

for nonqualified contracts only, the removal of a joint owner, provided the removed joint owner is an
Active Spouse and becomes the sole primary beneficiary; and

 
8)     

change of owner where the owner becomes the sole primary beneficiary and the sole primary beneficiary
becomes the owner, provided both spouses are Active Spouses at the time of the change.

 

PRO.70600-09                                                           43

Surrender Charges. Once the Lifetime Withdrawal Phase begins, your withdrawals within a contract year up
to the Maximum Annual Withdrawal (and any applicable Additional Withdrawal Amount) are not subject to
surrender charges. We waive any surrender charges otherwise applicable to your withdrawal in a contract year that
are less than or equal to the Maximum Annual Withdrawal. Excess Withdrawals are subject to surrender charges,
whether or not the Lifetime Withdrawal Phase has begun. Once your contract value is reduced to zero, any periodic
payments under the ING Joint LifePay Plus rider are not subject to surrender charges. Moreover, with no contract
value, none of your contract level recurring charges (e.g., the Mortality and Expense Risk Charge) would be
deducted.

Federal Tax Considerations. For more information about the tax treatment of amounts paid to you under the
ING Joint LifePay Plus rider, see “Federal Tax Considerations–Tax Consequences of Living Benefits and Death
Benefits.”

WITHDRAWALS 

You may withdraw all or part of your money at any time during the accumulation phase and before the death of the
contract owner, except under certain qualified contracts. If you request a withdrawal for more than 90% of the cash
surrender value, and the remaining cash surrender value after the withdrawal is less than $100, we may treat it as a
request to surrender the contract. If any single withdrawal or the sum of withdrawals exceeds the Free Withdrawal
Amount, you may incur a surrender charge. There is no surrender charge if, during each contract year, the amount
withdrawn is equal to or less than the greater of: 1) 10% or less of your contract value on the date of the
withdrawal, less prior withdrawals during that contract year; or 2) your RMD attributable to amounts held under the
contract. The Free Withdrawal Amount does not include your RMD for the tax year containing the contract date of
this contract. Under Option Package III, any unused percentage of the 10% Free Withdrawal Amount from a
contract year will carry forward into successive contract years, based on the percentage remaining at the time of the
last withdrawal in that contract year. In no event will the Free Withdrawal Amount at any time exceed 30% of
contract value, subject to state approval.

You must submit a written request to us specifying the Fixed Interest Allocations or subaccounts from which
amounts are to be withdrawn, otherwise the withdrawal will be made on a pro-rata basis from all of the subaccounts
in which you are invested. If there is not enough contract value in the subaccounts, we will deduct the balance of
the withdrawal from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their
maturity dates until we have honored your request. We will determine the contract value as of the close of business
on the day we receive your withdrawal request at our Customer Service Center. The contract value may be more or
less than the premium payments made.

We will apply a Market Value Adjustment to any withdrawal from your Fixed Interest Allocation taken more than
30 days before its maturity date. Definitive guidance on the proper federal tax treatment of the Market Value
Adjustment has not been issued. You may want to discuss the potential tax consequences of a Market Value
Adjustment with your tax adviser. If any limitation on allocations to the Restricted Funds has been exceeded,
subsequent withdrawals must be taken so that the percentage of contract value in the Restricted Funds following the
withdrawal would not be greater than the percentage of contract value in the Restricted Funds prior to the
withdrawal. In this event, the subsequent withdrawals must be taken from the Restricted Funds or taken pro-rata
from all variable subaccounts.

Please be aware that benefit we pay under certain optional benefit riders may be reduced by any withdrawals you
take while the optional benefit rider is in effect. See “Optional Living Benefit Riders.” Withdrawals may be subject
to taxation and tax penalties.

Other than surrender charges and market value adjustment, if applicable, there is no additional charge for these
features.

We offer the following three withdrawal options:

Regular Withdrawals
After the free look period, you may make regular withdrawals. Each withdrawal must be a minimum of $100. We
will apply a Market Value Adjustment to any regular withdrawal from a Fixed Interest Allocation that is taken
more than 30 days before its maturity date. See Appendix C and the Fixed Account II prospectus for more
information on the application of Market Value adjustment.

PRO.70600-09                                                           44

Systematic Withdrawals
You may choose to receive automatic systematic withdrawal payments (1) from the contract value in the
subaccounts in which you are invested, or (2) from the interest earned in your Fixed Interest Allocations.
Systematic withdrawals may be taken monthly, quarterly or annually. If you have contract value allocated to one or
more Restricted Funds and you elect to receive systematic withdrawals from the subaccounts in which you are
invested, the systematic withdrawals must be taken pro-rata from all subaccounts in which contract value is
invested. If you do not have contract value allocated to a Restricted Fund and choose systematic withdrawals on a
non pro-rata basis, we will monitor the withdrawals annually. If you subsequently allocate contract value to one or
more Restricted Funds, we will require you to take your systematic withdrawals on a pro-rata basis from all
subaccounts in which contract value is invested.

You decide the date on which you would like your systematic withdrawals to start. This date must be at least 30
days after the contract date and no later than the 28th day of the month. Subject to these rules, if you have not
indicated the date, your systematic withdrawals will occur on the next business day after your contract date (or the
monthly or quarterly anniversary thereof) for your desired frequency.

Each systematic withdrawal amount must be a minimum of $100. The amount of your systematic withdrawal can
either be (1) a fixed dollar amount, or (2) an amount based on a percentage of the contract value. Both forms of
systematic withdrawals are subject to the following maximum percentage, which is calculated on each withdrawal
date:

Frequency Maximum Percentage
of Contract Value
Monthly
Quarterly
Annually 		0.83%
2.50%
10.00%


A fixed dollar systematic withdrawal of less than $100 on any withdrawal date will terminate your systematic
withdrawal. If the amount to be withdrawn would exceed the applicable maximum percentage of your contract
value on any withdrawal date, we will automatically reduce the amount withdrawn so that it equals such
percentage. Thus, your fixed dollar systematic withdrawals will never exceed the maximum percentage. If you want
fixed dollar systematic withdrawals to exceed the maximum percentage and are willing to incur associated
surrender charges, consider the Fixed Dollar Systematic Withdrawal Feature which you may add to your regular
systematic withdrawal program.

If your systematic withdrawal is based on a percentage of contract value and the amount to be withdrawn based on
that percentage would be less than $100, we will automatically increase the amount to $100 as long as it does not
exceed the maximum percentage. If the systematic withdrawal would exceed the maximum percentage, we will
send the amount, and then automatically cancel your systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to interest earnings during the prior month,
quarter, or year, depending on the frequency you chose. Systematic withdrawals are not subject to a Market Value
Adjustment, unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed below and the
payments exceed interest earnings. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section 72(t) or Section 72(q) distributions. A
Fixed Interest Allocation may not participate in both the systematic withdrawal option and the dollar cost averaging
program at the same time.

You may change the amount or percentage of your systematic withdrawals once each contract year or cancel this
option at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next
scheduled withdrawal date. If you submit a subsequent premium payment after you have applied for systematic
withdrawals, we will not adjust future withdrawals under the systematic withdrawal program unless you
specifically request we do so.

The systematic withdrawal option may commence in a contract year where a regular withdrawal has been taken but
you may not change the amount or percentage of your withdrawals in any contract year during which you have
previously taken a regular withdrawal. You may not elect the systematic withdrawal option if you are taking IRA
withdrawals.

PRO.70600-09                                                               45

Subject to availability, a spousal or non-spousal beneficiary may elect to receive death benefits as payments over
the beneficiary’s lifetime (“stretch”). “Stretch” payments will be subject to the same limitations as systematic
withdrawals, and nonqualified “stretch” payments will be reported on the same basis as other systematic
withdrawals.

Fixed Dollar Systematic Withdrawal Feature. You may add the Fixed Dollar Systematic Withdrawal Feature to
your regular fixed dollar systematic withdrawal program. This feature allows you to receive a systematic
withdrawal in a fixed dollar amount regardless of any surrender charges or Market Value Adjustments. Systematic
withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available
only in connection with Section 72(t) or Section 72(q) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to an annual maximum of 10% of your contract value as determined on the day we
receive your election of this feature. The maximum limit will not be recalculated when you make additional
premium payments, unless you instruct us to do so. We will assess a surrender charge on the withdrawal date if the
withdrawal exceeds the maximum limit as calculated on the withdrawal date. We will assess a Market Value
Adjustment on the withdrawal date if the withdrawal from a Fixed Interest Allocation exceeds your interest
earnings on the withdrawal date. We will apply the surrender charge and any Market Value Adjustment directly to
your contract value (rather than to the systematic withdrawal) so that the amount of each systematic withdrawal
remains fixed.

Flat dollar systematic withdrawals which are intended to satisfy the requirements of Section 72(t) of the Tax Code
may exceed the maximum. Such withdrawals are subject to surrender charges and Market Value Adjustment when
they exceed the applicable maximum percentage.

IRA Withdrawals
If you have a traditional IRA contract and will be at least age 70½ during the current calendar year, you may elect
to have distributions made to you to satisfy requirements imposed by federal tax law. IRA withdrawals provide
payout of amounts required to be distributed by the Internal Revenue Service (“IRS”) rules governing mandatory
distributions under qualified plans. We will send you a notice before your distributions commence. You may elect
to take IRA withdrawals at that time, or at a later date. You may not elect IRA withdrawals and participate in
systematic withdrawals at the same time. If you do not elect to take IRA withdrawals, and distributions are required
by federal tax law, distributions adequate to satisfy the requirements imposed by federal tax law may be made.
Thus, if you are participating in systematic withdrawals, distributions under that option must be adequate to satisfy
the mandatory distribution rules imposed by federal tax law.

You choose the frequency of your IRA withdrawals (monthly, quarterly or annually) and the start date. This date
must be at least 30 days after the contract date and no later than the 28th day of the month. Subject to these rules, if
you have not indicated the date, your IRA withdrawals will occur on the next business day after your contract date
for your desired frequency.

You may request that we calculate for you the amount that is required to be withdrawn from your contract each
year based on the information you give us and various choices you make. For information regarding the calculation
and choices you have to make, see the SAI. We will also accept your written instructions regarding the calculated
amount required to be withdrawn from your contract each year. The minimum dollar amount you can withdraw is
$100. When we determine the required IRA withdrawal amount for a taxable year based on the frequency you
select, if that amount is less than $100, we will pay $100. At any time where the IRA withdrawal amount is greater
than the contract value, we will cancel the contract and send you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each contract year or cancel this option at
any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next scheduled
withdrawal date.

An IRA withdrawal from a Fixed Interest Allocation in excess of the amount allowed under systematic withdrawals
will be subject to a Market Value Adjustment.

Consult your tax adviser regarding the tax consequences associated with taking withdrawals. You are
responsible for determining that withdrawals comply with applicable law. A withdrawal made before the taxpayer
reaches age 59½ may result in a 10% penalty tax. See “Federal Tax Considerations” for more details.

PRO.70600-09                                                               46

TRANSFERS AMONG YOUR INVESTMENTS

Between the end of the free look period and the income phase start date, you may transfer your contract value
among the subaccounts in which you are invested and your Fixed Interest Allocations. Transfers to an ING GET
Fund series may only be made during the offering period for that ING GET Fund series. We currently do not
charge you for transfers made during a contract year, but reserve the right to charge $25 for each transfer after the
twelfth transfer in a contract year. We also reserve the right to limit the number of transfers you may make
and may otherwise modify or terminate transfer privileges if required by our business judgment or in
accordance with applicable law. We will apply a Market Value Adjustment to transfers from a Fixed Interest
Allocation taken more than 30 days before its maturity date, unless the transfer is made under the dollar cost
averaging program. Keep in mind that transfers between Special or Excluded Funds and other funds may negatively
impact your death benefit or optional rider benefits.

If you allocate contract value to an investment option that has been designated as a Restricted Fund, your ability to
transfer contract value to the Restricted Fund may be limited. A transfer to the Restricted Funds will not be
permitted to the extent that it would increase the contract value in the Restricted Fund to more than the applicable
limits following the transfer. We do not limit transfers from Restricted Funds. If the result of multiple reallocations
is to lower the percentage of total contract value in the Restricted Fund, the reallocation will be permitted even if
the percentage of contract value in the Restricted Fund is greater than the limit.

Please be aware that the benefits we pay under an optional benefit rider may be affected by certain transfers you
may make while the rider is in effect. Transfers, including those involving Special Funds or Excluded Funds, may
also affect your optional rider base. See “Optional Living Benefit Riders.”

The minimum amount that you may transfer is $100 or, if less, your entire contract value held in a subaccount or a
Fixed Interest Allocation. To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Transfers will be based on values at the end of the business day in which
the transfer request is received at our Customer Service Center. Any transfer request received after 4:00 p.m.
eastern time or the close of regular trading of the New York Stock Exchange will be effected on the next business
day.

Separate Account B and the Company will not be liable for following instructions communicated by telephone or
other approved electronic means that we reasonably believe to be genuine. We may require personal identifying
information to process a request for transfer made over the telephone, over the Internet or other approved electronic
means. Please be advised that the risk of a fraudulent transaction is increased with telephonic or electronic
instructions, even if appropriate identifying information is provided.

Limits on Frequent or Disruptive Transfers

The contract is not designed to serve as a vehicle for frequent transfers. Frequent transfer activity can disrupt
management of a fund and raise its expenses through:
• Increased trading and transaction costs;
• Forced and unplanned portfolio turnover;
• Lost opportunity costs; and
• Large asset swings that decrease the fund’s ability to provide maximum investment return to all contract 
  owners.

This in turn can have an adverse effect on fund performance. Accordingly, individuals or organizations that use
market-timing investment strategies or make frequent transfers should not purchase the contract.

Excessive Trading Policy. We and the other members of the ING family of companies that provide multi-fund
variable insurance and retirement products have adopted a common Excessive Trading Policy to respond to the
demands of the various fund families that make their funds available through our products to restrict excessive fund
trading activity and to ensure compliance with Rule 22c-2 of the 1940 Act.

PRO.70600-09                                                             47

We actively monitor fund transfer and reallocation activity within our variable insurance products to identify
violations of our Excessive Trading Policy. Our Excessive Trading Policy is violated if fund transfer and
reallocation activity:

·   

Meets or exceeds our current definition of Excessive Trading, as defined below; or

·   

Is determined, in our sole discretion, to be disruptive or not in the best interests of other owners of our variable
insurance and retirement products.

We currently define “Excessive Trading” as:

·   

More than one purchase and sale of the same fund (including money market funds) within a 60 calendar day
period (hereinafter, a purchase and sale of the same fund is referred to as a “round-trip”). This means two or
more round-trips involving the same fund within a 60 calendar day period would meet our definition of
Excessive Trading; or

·   

Six round-trips involving the same fund within a rolling twelve month period.

The following transactions are excluded when determining whether trading activity is excessive:

·   

Purchases or sales of shares related to non-fund transfers (for example, new purchase payments, withdrawals
and loans);

·   

Transfers associated with scheduled dollar cost averaging, scheduled rebalancing, or scheduled asset allocation
programs;

·   

Purchases and sales of fund shares in the amount of $5,000 or less;

·   

Purchases and sales of funds that affirmatively permit short-term trading in their fund shares, and movement
between such funds and a money market fund; and

·   

Transactions initiated by us, another member of the ING family of companies, or a fund.

If we determine that an individual or entity has made a purchase of a fund within 60 days of a prior round-trip
involving the same fund, we will send them a letter (once per year) warning that another sale of that same fund
within 60 days of the beginning of the prior round-trip will be deemed to be Excessive Trading and result in a six
month suspension of their ability to initiate fund transfers or reallocations through the Internet, facsimile, Voice
Response Unit (VRU), telephone calls to the ING Customer Service Center, or other electronic trading medium
that we may make available from time to time (“Electronic Trading Privileges”). Likewise, if we determine that an
individual or entity has made five round-trips involving the same fund within a rolling twelve month period, we
will send them a letter warning that another purchase and sale of that same fund within twelve months of the initial
purchase in the first round-trip will be deemed to be Excessive Trading and result in a suspension of their
Electronic Trading Privileges. According to the needs of the various business units, a copy of any warning letters
may also be sent, as applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the
agent/registered representative, or the investment adviser for that individual or entity. A copy of the warning letters
and details of the individual’s or entity’s trading activity may also be sent to the fund whose shares were involved
in the trading activity.

If we determine that an individual or entity has violated our Excessive Trading Policy, we will send them a letter
stating that their Electronic Trading Privileges have been suspended for a period of six months. Consequently, all
fund transfers or reallocations, not just those that involve the fund whose shares were involved in the activity that
violated our Excessive Trading Policy, will then have to be initiated by providing written instructions to us via
regular U.S. mail. Suspension of Electronic Trading Privileges may also extend to products other than the product
through which the Excessive Trading activity occurred. During the six month suspension period, electronic “inquiry
only” privileges will be permitted where and when possible. A copy of the letter restricting future transfer and
reallocation activity to regular U.S. mail and details of the individual’s or entity’s trading activity may also be sent,
as applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the agent/registered
representative or investment adviser for that individual or entity, and the fund whose shares were involved in the
activity that violated our Excessive Trading Policy.

Following the six month suspension period during which no additional violations of our Excessive Trading Policy
are identified, Electronic Trading Privileges may again be restored. We will continue to monitor the fund transfer
and reallocation activity, and any future violations of our Excessive Trading Policy will result in an indefinite
suspension of Electronic Trading Privileges. A violation of our Excessive Trading Policy during the six month
suspension period will also result in an indefinite suspension of Electronic Trading Privileges.

PRO.70600-09                                                                             48

We reserve the right to suspend Electronic Trading Privileges with respect to any individual or entity, with or
without prior notice, if we determine, in our sole discretion, that the individual’s or entity’s trading activity is
disruptive or not in the best interests of other owners of our variable insurance and retirement products, regardless
of whether the individual’s or entity’s trading activity falls within the definition of Excessive Trading set forth
above.

Our failure to send or an individual’s or entity’s failure to receive any warning letter or other notice contemplated
under our Excessive Trading Policy will not prevent us from suspending that individual’s or entity’s Electronic
Trading Privileges or taking any other action provided for in our Excessive Trading Policy.

The Company does not allow exceptions to our Excessive Trading Policy. We reserve the right to modify our
Excessive Trading Policy, or the policy as it relates to a particular fund, at any time without prior notice, depending
on, among other factors, the needs of the underlying fund(s), the best interests of contract owners and fund
investors, and/or state or federal regulatory requirements. If we modify our policy, it will be applied uniformly to
all contract owners or, as applicable, to all contract owners investing in the underlying fund.

Our Excessive Trading Policy may not be completely successful in preventing market-timing or excessive trading
activity. If it is not completely successful, fund performance and management may be adversely affected, as noted
above.

Limits Imposed by the Funds. Each underlying fund available through the variable insurance and retirement
products offered by us and/or the other members of the ING family of companies, either by prospectus or stated
policy, has adopted or may adopt its own excessive/frequent trading policy, and orders for the purchase of fund
shares are subject to acceptance or rejection by the underlying fund. We reserve the right, without prior notice, to
implement fund purchase restrictions and/or limitations on an individual or entity that the fund has identified as
violating its excessive/frequent trading policy and to reject any allocation or transfer request to a subaccount if the
corresponding fund will not accept the allocation or transfer for any reason. All such restrictions and/or limitations
(which may include, but are not limited to, suspension of Electronic Trading Privileges and/or blocking of future
purchases of a fund or all funds within a fund family) will be done in accordance with the directions we receive
from the fund.

Agreements to Share Information with Fund Companies. As required by Rule 22c-2 under the 1940 Act, we
have entered into information sharing agreements with each of the fund companies whose funds are offered through
the contract. Contract owner trading information is shared under these agreements as necessary for the fund
companies to monitor fund trading and our implementation of our Excessive Trading Policy. Under these
agreements, the Company is required to share information regarding contract owner transactions, including but not
limited to information regarding fund transfers initiated by you. In addition to information about contract owner
transactions, this information may include personal contract owner information, including names and social
security numbers or other tax identification numbers.

As a result of this information sharing, a fund company may direct us to restrict a contract owner’s transactions if
the fund determines that the contract owner has violated the fund’s excessive/frequent trading policy. This could
include the fund directing us to reject any allocations of purchase payments or contract value to the fund or all
funds within the fund family.

Dollar Cost Averaging
You may elect to participate in our dollar cost averaging (“DCA”) program through either the ING Liquid Assets
Portfolio subaccount, or a Fixed Interest Allocation, subject to availability, starting 30 days after the contract date.
These investment options serve as the source accounts from which we will, on a monthly basis, automatically
transfer a set dollar amount of money to the subaccounts you specify. There is no additional charge for dollar cost
averaging. Dollar cost averaging is not available with automatic rebalancing and may be subject to limited
availability with systematic withdrawals.

We may also offer DCA Fixed Interest Allocations for durations of 6 months and 1 year, subject to state
availability, exclusively for use with the dollar cost averaging program.

PRO.70600-09                                                                          49

The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since
we transfer the same dollar amount to other subaccounts each month, more units of a subaccount are purchased if
the value of its unit is low and fewer units are purchased if the value of its unit is high. Therefore, a lower than
average value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the
dollar cost averaging program, you are continuously investing in securities regardless of fluctuating price levels.
You should consider your tolerance for investing through periods of fluctuating price levels.

Dollar cost averaging requires a minimum monthly transfer amount of $100. We will transfer all your money
allocated to that source account into the subaccount(s) you specify in equal payments over the relevant duration.
The last payment will include earnings accrued over the duration. If you make an additional premium payment into
a Fixed Interest Allocation subject to dollar cost averaging, the amount of your transfers under the dollar cost
averaging program remains the same, unless you instruct us to increase the transfer amount.

Transfers under the dollar cost averaging program are not subject to a Market Value Adjustment. However, if you
terminate the dollar cost averaging program for a DCA Fixed Interest Allocation and there is money remaining in
the DCA Fixed Interest Allocation, we will transfer the remaining money to the ING Liquid Assets Portfolio
subaccount. Such transfer will trigger a Market Value Adjustment if the transfer is made more than 30 days before
the maturity date of the DCA Fixed Interest Allocation.

If you do not specify the subaccounts to which the dollar amount of the source account is to be transferred, we will
transfer the money to the subaccounts in which you are invested on a proportional basis. The transfer date is the
same day each month as your contract date. If, on any transfer date, your contract value in a source account is equal
to or less than the amount you have elected to have transferred, the entire amount will be transferred and the
program will end. You may terminate the dollar cost averaging program at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next transfer date. A Fixed Interest Allocation or DCA
Fixed Interest Allocation may not participate in the dollar cost averaging program and in systematic withdrawals at
the same time.

You are permitted to transfer contract value to a Restricted Fund, subject to the limitations described above in this
section and in “Appendix B–The Funds.” Compliance with the individual and aggregate Restricted Fund limits will
be reviewed when the dollar cost averaging program is established. Transfers under the dollar cost averaging
program must be within those limits. We will not review again your dollar cost averaging election for compliance
with the individual and aggregate limits for investment in the Restricted Funds except in the case of the transactions
described below.

·   

Amount added to source account: If you add amounts to the source account which would increase the amount
to be transferred under the dollar cost averaging program, we will review the amounts to be transferred to
ensure that the individual and aggregate limits are not being exceeded. If such limits would be exceeded, we
will require that the dollar cost averaging transfer amounts be changed to ensure that the transfers are within
the limits based on the then current allocation of contract value to the Restricted Fund(s) and the then current
value of the amount designated to be transferred to that Restricted Fund(s).

·   

Additional premium paid: Up to the individual Restricted Fund percentage limit may be allocated to a
Restricted Fund. If more than the individual limit has been requested to be allocated to a Restricted Fund, we
will look at the aggregate limit, subtract the current allocation to Restricted Funds, and subtract the current
value of amounts to be transferred under the dollar cost averaging program to Restricted Funds. The excess,
 if any, is the maximum that may be allocated pro-rata to Restricted Funds.

·   

Reallocation request is made while the dollar cost averaging program is active: If the reallocation would
increase the amount allocated to Restricted Funds, the maximum that may be so allocated is the individual
Restricted Fund percentage limit, less the current allocation to Restricted Funds and less the current value of
any remaining amounts to be transferred under the dollar cost averaging program to the Restricted Funds.

We may in the future offer additional subaccounts or withdraw any subaccount or Fixed Interest Allocation to or
from the dollar cost averaging program, stop offering DCA Fixed Interest Allocations or otherwise modify, suspend
or terminate this program. Of course, such changes will not affect any dollar cost averaging programs in operation
at the time.

PRO.70600-09                                                                50

Automatic Rebalancing
If you have at least $10,000 of contract value invested in the subaccounts of Separate Account B, you may elect to
have your investments in the subaccounts automatically rebalanced. Transfers made pursuant to automatic
rebalancing do not count toward the 12 transfer limit on free transfers. Automatic rebalancing is not available if you
participate in dollar cost averaging. Automatic rebalancing will not take place during the free look period.

You are permitted to reallocate between Restricted and non-Restricted Funds, subject to the limitations described
above in this section and in “Appendix B–The Funds.” If the reallocation would increase the amount allocated to
the Restricted Funds, the maximum that may be so allocated is the individual Restricted Fund percentage limit, less
the current allocation to all Restricted Funds.

We will transfer funds under your contract on a quarterly, semi-annual, or annual calendar basis among the
subaccounts to maintain the investment blend of your selected subaccounts. The minimum size of any allocation
must be in full percentage points. Rebalancing does not affect any amounts that you have allocated to the Fixed
Account. The program may be used in conjunction with the systematic withdrawal option only if withdrawals are
taken pro-rata.

To participate in automatic rebalancing, send satisfactory notice to our Customer Service Center. We will begin the
program on the last business day of the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your contract value among the
subaccounts or if you make an additional premium payment or partial withdrawal on other than a pro-rata basis.
Additional premium payments and partial withdrawals made on a pro-rata basis will not cause the automatic
rebalancing program to terminate.

DEATH BENEFIT CHOICES

Death Benefit during the Accumulation Phase
During the accumulation phase, a death benefit is payable when either the contract owner or the annuitant (when a
contract owner is not an individual) dies before the income phase start date. Assuming you are the contract owner,
your beneficiary will receive a death benefit unless the beneficiary is your surviving spouse and elects to continue
the contract. If there are joint owners and any owner dies, we will pay the surviving owner(s) the death benefit.
Upon receipt of due proof of the owner’s death in writing (i.e. a certified copy of the death certificate), we will
calculate the guaranteed death benefit based on the Benefit Option Package elected and in effect on the date of
death. If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value, also as
of that date, is greater than zero, we will add such difference to the contract value. Such addition will be allocated
to the funds then available in the same proportion as the contract value in each available fund bears to the contract
value in all such funds. If there is no contract value in any fund then available, the addition will be allocated to the
ING Liquid Assets Portfolio subaccount, or its successor. Such addition will fulfill our obligations under the
Benefit Option Package, and all amounts will remain invested in the contract until we receive a request for payment
of the death benefit in good order.

We will pay the death benefit upon receipt at our Customer Service Center of due proof of the owner’s death and
any other information required by us to pay the death benefit or otherwise administer the claim, including election
of the manner in which the death benefit is to be paid.

If we do not receive a request to apply the death benefit proceeds to an income phase option, we will make a single
sum distribution. Unless your beneficiary elects otherwise, the distribution will be made into an interest bearing
account backed by our general account, that is accessed by the beneficiary through a checkbook feature. The
beneficiary may access death benefit proceeds at any time without penalty. Interest paid on this account may be less
than interest paid on other settlement options, and the Company seeks to make a profit on these accounts. We will
generally distribute death benefit proceeds within 7 calendar days after our Customer Service Center has received
sufficient information to make the payment. For information on required distributions under federal income tax
laws, you should see “Required Distributions upon Death.”

PRO.70600-09                                                                       51


You may select one of the option packages described below, which will determine the death benefit payable.
Option Packages I and II are available only if the contract owner and the annuitant are not more than 80 years old at
the time of purchase. Option Package III is only available if the contract owner and the annuitant are not more than
69 years old at the time of purchase. Option Package III is not available if you have selected a living benefit rider.
Prior to May 1, 2009, Option Package III was available if the contract owner and annuitant were not more than 80
years old, and was available even if a living benefit rider had been selected. A change in ownership of the contract
may affect the amount of the death benefit payable. Option Package II and III are not available with joint owners.

The death benefit may be subject to certain mandatory distribution rules required by federal tax law.

The death benefit depends upon the option package in effect on the date the contract owner dies.

The differences are summarized as follows:

  Option Package I Option Package II Option Package III

Death Benefit on
Death of the
Owner:		 The greater of: The greatest of: The greatest of:
(1) the Standard Death
Benefit; and		 (1) the Standard Death
Benefit; and		 (1)   the Standard Death
Benefit; and
(2) the contract value. (2) the contract value;
and		 (2) the contract value;
and
       
(3) the Annual Ratchet
death benefit.		 (3) the Annual Ratchet
death benefit; and
         (4) the 5% Roll-Up death
benefit.


For purposes of calculating the 5% Rollup Death Benefit, the following investment options are designated as
“Special Funds”:

·   

Fixed Account

·   

Fixed Interest Division

·   

ING Liquid Assets Portfolio

·   

ING Oppenheimer Strategic Income Portfolio

·   

ING PIMCO Total Return Bond Portfolio

·   

ING PIMCO Total Return Portfolio

For contracts issued before September 8, 2008, the following funds are also designated as Special Funds for
purposes of calculating the 5% Rollup Death Benefit:

ING Intermediate Bond Portfolio
ING Solution Income Portfolio
PIMCO VIT Real Return Portfolio

However, the ING Intermediate Bond Portfolio is not designated as a Special Fund for purposes of calculating the
5% Rollup Death Benefit if the ING LifePay Plus or ING Joint LifePay Plus rider has been selected. All amounts
invested in these funds through contracts issued before September 8, 2008 will be treated as Special Funds. All
amounts invested in these funds through contracts issued on or after September 8, 2008 will be treated as Covered
Funds.

No investment options are currently designated as Excluded Funds. The death benefit for Excluded Funds is the
contract value allocated to Excluded Funds and is tracked for transfer purposes only.

We may, with 30 days notice to you, designate any fund as a Special or Excluded Fund on existing contracts with
respect to new premiums added to such fund, with respect to new transfers to such fund and with respect to the
death benefits to which such designation applies. Selecting a Special or Excluded Fund may limit or reduce the
death benefit.

For the period during which a portion of the contract value is allocated to a Special or Excluded Fund, we may at
our discretion reduce the mortality and expense risk charge attributable to that portion of the contract value. The
reduced mortality and expense risk charge will be applicable only during that period.

PRO.70600-09                                                                   52

We use the Base Death Benefit to help determine the minimum death benefit payable under each of the death
benefits described below. You do not elect the Base Death Benefit. The Base Death Benefit is equal to the greater
of:

1)     

the contract value; or

2)     

the cash surrender value.

The Standard Death Benefit equals the greater of the Base Death Benefit or the sum of 1) and 2):

1)     

the contract value allocated to Excluded Funds; and

2)     

the Standard Minimum Guaranteed Death Benefit for amounts allocated to Covered or Special Funds.

The Standard Minimum Guaranteed Death Benefit equals:

1)     

premium payments allocated to Covered, Special and Excluded Funds, respectively;

2)     

reduced by a pro-rata adjustment for any withdrawal or transfer taken from Covered, Special and
Excluded Funds, respectively.

In the event of transfers from Excluded to Covered or Special Funds, the increase in the Minimum Guaranteed
Death Benefit for Covered Funds and/or Special Funds will equal the lesser of the reduction in the Minimum
Guaranteed Death Benefit for Excluded Funds and the contract value transferred. In the event of transfers from
Covered or Special Funds to Excluded Funds, the increase in the Minimum Guaranteed Death Benefit for Excluded
Funds will equal the reduction in the Minimum Guaranteed Death Benefit for Covered or Special Funds.

Currently, no investment options are designated as Special Funds for purposes of calculating the Standard Death
Benefit.

The 5% Roll-Up Death Benefit, equals the greater of:

1)     

the Standard Death Benefit; or

2)     

the sum of the contract value allocated to Excluded Funds and the 5% Roll-Up Minimum Guaranteed
Death Benefit for Covered Funds and Special Funds.

The 5% Roll-Up Minimum Guaranteed Death Benefit for Covered Funds, Special Funds and Excluded Funds
equals the lesser of:

1)     

premiums, adjusted for withdrawals and transfers, accumulated at 5% on a daily basis for Covered Funds
or Excluded Funds and 0% for Special Funds until the earlier of attainment of age 90 or reaching the cap
(equal to 3 times all premium payments, as reduced by adjustments for withdrawals) and thereafter at
0%, or

2)     

the cap.

A pro-rata adjustment to the 5% Roll-Up Minimum Guaranteed Death Benefit is made for any withdrawals. The
amount of the pro-rata adjustment for withdrawals will equal (a) divided by (b) times (c): where (a) is the contract
value of the withdrawal; (b) is the contract value immediately prior to the withdrawal; and (c) is the 5% Roll-Up
Minimum Guaranteed Death Benefit for Covered, Special and Excluded Funds, respectively, immediately prior to
the withdrawal.

Transfers from Excluded to Covered or Special Funds will reduce the 5% Roll-Up Minimum Guaranteed Death
Benefit for Excluded Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed
Death Benefit for Covered or Special Funds will equal the lesser of the reduction in the 5% Roll-Up Minimum
Guaranteed Death Benefit for Excluded Funds and the contract value transferred. Transfers from Covered or
Special Funds to Excluded Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered or
Special Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit
for Excluded Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered or
Special Funds, respectively.

Transfers from Special to Covered Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for
Special Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit
for Covered Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Special
Funds.

PRO.70600-09                                                             53

Transfers from Covered to Special Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for
Covered Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit
for Special Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered
Funds.

The calculation of the cap is not affected by allocation to Covered, Special or Excluded Funds.

The Annual Ratchet Enhanced Death Benefit equals the greater of:

1)     

the Standard Death Benefit; or

2)     

the sum of the contract value allocated to Excluded Funds and the Annual Ratchet Minimum Guaranteed
Death Benefit allocated to Covered or Special Funds.

The Annual Ratchet Minimum Guaranteed Death Benefit equals:

1)     

the initial premium allocated at issue to Covered, Special or Excluded Funds, respectively;

2)     

increased dollar for dollar by any premium allocated after issue to Covered, Special or Excluded Funds, respectively;

3)     

adjusted on each anniversary that occurs on or prior to attainment of age 90 to the greater of the Annual
Ratchet Minimum Guaranteed Death Benefit for Covered, Special or Excluded Funds from the prior
anniversary (adjusted for new premiums, partial withdrawals and transfers between Covered, Special and
Excluded Funds) and the current contract value. A pro-rata adjustment to the Annual Ratchet Minimum
Guaranteed Death Benefit is made for any withdrawals. The amount of the pro-rata adjustment for
withdrawals will equal (a) divided by (b) times (c): where (a) is the contract value of the withdrawal; (b) is
the contract value immediately prior to the withdrawal; and (c) is the Annual Ratchet Minimum
Guaranteed Death Benefit for Covered, Special and Excluded Funds, respectively, immediately prior to the
withdrawal. Please see Appendix F for examples of the pro-rata withdrawal adjustment for withdrawals.

Transfers from Excluded to Covered or Special Funds will reduce the Annual Ratchet Minimum Guaranteed Death
Benefit for Excluded Funds on a pro-rata basis. The resulting increase in the Annual Ratchet Minimum Guaranteed
Death Benefit for Covered or Special Funds will equal the lesser of the reduction in the Annual Ratchet Minimum
Guaranteed Death Benefit for Excluded Funds and the contract value transferred.

Transfers from Covered or Special Funds to Excluded Funds will reduce the Annual Ratchet Minimum Guaranteed
Death Benefit for Covered or Special Funds on a pro-rata basis. The resulting increase in the Annual Ratchet
Minimum Guaranteed Death Benefit for Excluded Funds will equal the reduction in the Annual Ratchet Minimum
Guaranteed Death Benefit for Covered or Special Funds, respectively.

Currently, no investment options are designated as Special Funds for purposes of calculating the Annual Ratchet
Death Benefit.

Examples of how the designation of certain funds as Special Funds affects the calculation of the 5% Roll-up Death
Benefit is included in Appendix G to this prospectus.

Transfers Between Option Packages. You may transfer from one option package to another on each contract
anniversary. A written request for such transfer must be received at our Customer Service Center within 60 days
prior to the contract anniversary. Transfers to Option Packages I and II are not permitted after you attain age 80.
Transfers to Option Package III are not permitted if the contract owner or annuitant have attained age 69, or if an
optional living benefit rider has been purchased.

If you transfer from Option I to Option II or Option III, the minimum guaranteed death benefit for Special and Non-
Special Funds will equal the contract value for Special and Non-Special Funds, respectively, on the effective date
of the transfer. On a transfer to Option Package III, the then current roll-up cap will be allocated to Special and
Non-Special Funds in the same percentage as the allocation of contract value on the effective date of the transfer.
A change of owner may cause an option package transfer on other than a contract anniversary.

Death Benefit During the Income Phase
If any contract owner or the annuitant dies after the income phase start date, we will pay the beneficiary any certain
benefit remaining under the annuity in effect at the time.

PRO.70600-09                                                                   54

Continuation After Death–Spouse
If at the contract owner’s death, the surviving spouse of the deceased contract owner is the beneficiary and such
surviving spouse elects to continue the contract as his or her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value also on that
date, is greater than zero, we will add such difference to the contract value. We will allocate such addition to the
variable subaccounts in proportion to the contract value in the subaccounts, unless you direct otherwise. If there is
no contract value in any subaccount, the addition will be allocated to the ING Liquid Assets Portfolio subaccount,
or its successor. Such addition to the contract value will not affect the guaranteed death benefit. If the guaranteed
death benefit is less than or equal to the contract value, the contract value will not change.

The death benefits under each of the available options will continue based on the surviving spouse’s age on the date
that ownership changes. At subsequent surrender, any surrender charge applicable to premiums paid prior to the
date we receive due proof of death of the contract owner will be waived. Any premiums paid later will be subject to
any applicable surrender charge.

Any addition to contract value, as described above, is available only to the spouse of the owner as of the date of
death of the owner if such spouse under the provisions of the contract elects to continue the contract as his or her
own.

Continuation After Death–Non Spouse
If the beneficiary is not the spouse of the owner, the contract may continue in force subject to the required
distribution rules of the Tax Code.

If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value also on that
date, is greater than zero, we will add such difference to the contract value. We will allocate such addition to the
variable subaccounts in proportion to the contract value in the subaccounts, unless you direct otherwise. If there is
no contract value in any subaccount, the addition will be allocated to the ING Liquid Assets Portfolio subaccount,
or its successor.

The death benefit will then terminate. At subsequent surrender, any surrender charge applicable to premiums paid
prior to the date we receive due proof of death of the contract owner will be waived. No additional premium
payments may be made.

Required Distributions Upon Contract Owner’s Death
We will not allow any payment of benefits provided under a nonqualified contract which do not satisfy the
requirements of Section 72(s) of the Tax Code.

If any contract owner of a nonqualified contract dies before the income phase payment start date, the death benefit
payable to the beneficiary (calculated as described under “Death Benefit Choices” in this prospectus) will be
distributed as follows: (a) the death benefit must be completely distributed within 5 years of the contract owner’s
date of death; or (b) the beneficiary may elect, within the 1-year period after the contract owner’s date of death, to
receive the death benefit in the form of an annuity from us, provided that (i) such annuity is distributed in
substantially equal installments over the life of such beneficiary or over a period not extending beyond the life
expectancy of such beneficiary; and (ii) such distributions begin not later than 1 year after the contract owner’s date
of death.

Notwithstanding (a) and (b) above, if the sole contract owner’s beneficiary is the deceased owner’s surviving
spouse, then such spouse may elect to continue the contract under the same terms as before the contract owner’s
death. Upon receipt of such election from the spouse at our Customer Service Center: (1) all rights of the spouse as
contract owner’s beneficiary under the contract in effect prior to such election will cease; (2) the spouse will
become the owner of the contract and will also be treated as the contingent annuitant, if none has been named and
only if the deceased owner was the annuitant; and (3) all rights and privileges granted by the contract or allowed by
the Company will belong to the spouse as contract owner of the contract. This election will be deemed to have
been made by the spouse if such spouse makes a premium payment to the contract or fails to make a timely election
as described in this paragraph. If the owner’s beneficiary is a non-spouse, the distribution provisions described in
subparagraphs (a) and (b) above, will apply even if the annuitant and/or contingent annuitant are alive at the time of
the contract owner’s death.

PRO.70600-09                                                                55

Subject to availability, and our then current rules, a spousal or non-spousal beneficiary may elect to receive death
benefits as payments over the life expectancy of the beneficiary (“stretch”). “Stretch” payments will be subject to
the same limitations as systematic withdrawals, and nonqualified “stretch” payments will be reported on the same
basis as other systematic withdrawals.

If we do not receive an election from a non-spouse owner’s beneficiary within the 1-year period after the contract
owner’s date of death, then we will pay the death benefit to the owner’s beneficiary in a cash payment within five
years from date of death. We will determine the death benefit as of the date we receive proof of death. We will
make payment of the proceeds on or before the end of the 5-year period starting on the owner’s date of death. Such
cash payment will be in full settlement of all our liability under the contract.

If a contract owner dies after the income phase payment start date, we will continue to distribute any benefit
payable at least as rapidly as under the annuity option then in effect. All of the contract owner’s rights granted
under the contract or allowed by us will pass to the contract owner’s beneficiary.

If a contract has joint owners we will consider the date of death of the first joint owner as the death of the contract
owner and the surviving joint owner will become the beneficiary of the contract. If any contract owner is not an
individual, the death of an annuitant shall be treated as the death of the owner.

Effect of ING LifePay Plus and ING Joint LifePay Plus Riders on Death Benefit. Please see “ING LifePay
Plus Minimum Guaranteed Withdrawal Benefit Rider–Death of Owner or Annuitant,” “ING Joint LifePay Plus
Minimum Guaranteed Withdrawal Benefit Rider–Death of Owner or Annuitant,” “ING LifePay Plus Minimum
Guaranteed Withdrawal Benefit Rider–Effect of ING LifePay Plus Rider on Death Benefit” and “ING Joint
LifePay Plus Minimum Guaranteed Withdrawal Benefit Rider–Effect of ING Joint LifePay Plus Rider on Death
Benefit” for information about the effect of the ING LifePay Plus or the ING Joint LifePay Plus rider on the death
benefit under your contract and a description of the impact of the owner’s or annuitant’s death on the ING LifePay
Plus or the ING Joint LifePay Plus rider.

THE INCOME PHASE

During the income phase, you stop contributing dollars to your contract and start receiving payments from your
accumulated contract value. Living benefit riders automatically terminate when the income phase of your contract
begins.

Initiating Payments. At least 30 days prior to the date you want to start receiving payments, you must notify us in
writing of all of the following:

·   

Payment start date;

·   

Income phase payment option (see the income phase payment options table in this section);

·   

Payment frequency (i.e., monthly, quarterly, semi-annually or annually);

·   

Choice of fixed, and, if available at the time an income phase payment option is selected, variable or a
combination of both fixed and variable payments; and

·   

Selection of an assumed net investment rate (only if variable payments are elected).

Your contract will continue in the accumulation phase until you properly start income phase payments. Once an
income phase payment option is selected, it may not be changed. Our current income phase payment options
provide only for fixed payments.

What Affects Payment Amounts? Some of the factors that may affect the amount of your income phase payments
include: your age; gender; contract value; the income phase payment option selected; the number of guaranteed
payments (if any) selected; whether you select fixed, variable or a combination of both fixed and variable
payments; and, for variable payments, the assumed net investment rate selected. Variable payments are not
currently available.

Fixed Payments. Amounts funding fixed income phase payments will be held in the Company’s general account.
The amount of fixed payments does not vary with investment performance over time.

PRO.70600-09                                                                    56

Variable Payments. Amounts funding your variable income phase payments will be held in the subaccount(s) you
select. Not all subaccounts available during the accumulation phase may be available during the income phase.
Payment amounts will vary depending upon the performance of the subaccounts you select. For variable income
phase payments, you must select an assumed net investment rate. Variable payments are not currently available.

Assumed Net Investment Rate. If you select variable income phase payments, you must also select an assumed
net investment rate of either 6%, 5% or 3.5% . If you select a 6% rate, for example, your first income phase payment
will be higher, but subsequent payments will increase only if the investment performance of the subaccounts you
selected is greater than 6% annually, after deduction of fees. Payment amounts will decline if the investment
performance is less than 6%, after deduction of fees.

If you select a 3.5% rate, for example, your first income phase payment will be lower and subsequent payments will
increase more rapidly or decline more slowly depending upon changes to the net investment rate of the subaccounts
you selected. For more information about selecting an assumed net investment rate, call us for a copy of the SAI.

Minimum Payment Amounts. The income phase payment option you select must result in:

·   

A first income phase payment of at least $50; and

·   

Total yearly income phase payments of at least $250.

If your contract value is too low to meet these minimum payment amounts, you will receive one lump-sum
payment. Unless prohibited by law, we reserve the right to increase the minimum payment amount based on
increases reflected in the Consumer Price Index-Urban (CPI-U) since July 1, 1993.

Restrictions on Start Dates and the Duration of Payments. Income phase payments may not begin during the
first contract year, or, unless we consent, later than the first day of the month following the annuitant’s 90th
birthday.

Income phase payments will not begin until you have selected an income phase payment option. Surrender charges
may apply if income phase payments begin within the first five contract years. Failure to select an income phase
payment option by the annuitant’s 90th birthday may have adverse tax consequences. You should consult with a
qualified tax adviser if you are considering delaying the selection of an income phase payment option before the
later of these dates.

Income phase payments may not extend beyond:

a)     

The life of the annuitant;

b)     

The joint lives of the annuitant and beneficiary;

c)     

A guaranteed period greater than the annuitant’s life expectancy; or

d)     

A guaranteed period greater than the joint life expectancies of the annuitant and beneficiary.

When income phase payments start, the age of the annuitant plus the number of years for which payments are
guaranteed may not exceed 100.

If income phase payments start when the annuitant is at an advanced age, such as over 90, it is possible that the
contract will not be considered an annuity for federal tax purposes.

See “Federal Tax Considerations” for further discussion of rules relating to income phase payments.

Charges Deducted

·   

If variable income phase payments are selected, we make a daily deduction for mortality and expense risks
from amounts held in the subaccounts. Therefore, if you choose variable income phase payments and a
nonlifetime income phase payment option, we still make this deduction from the subaccounts you select, even
though we no longer assume any mortality risks. The amount of this charge, on an annual basis, is equal to
1.50% of amounts invested in the subaccounts. See “Fees and Expenses.”

·   

There is currently no administrative expense charge during the income phase. We reserve the right, however,
to charge an administrative expense charge of up to 0.15% during the income phase. If imposed, we deduct
this charge daily from the subaccounts corresponding to the funds you select. If we are imposing this charge
when you enter the income phase, the charge will apply to you during the entire income phase. See “Fees and
Expenses.”

PRO.70600-09                                                                  57

Death Benefit during the Income Phase. The death benefits that may be available to a beneficiary are outlined in
the income phase payment options table below. If we do not receive a request to apply the death benefit proceeds to
an annuity option, we will make a single sum distribution. Unless you elect otherwise, the distribution will be made
into an interest bearing account, backed by our general account, that is accessed by the beneficiary through a
checkbook feature. The beneficiary may access death benefit proceeds at any time without penalty. Interest paid on
this account may be less than interest paid on other settlement options. We will generally distribute death benefit
proceeds within 7 days after our Customer Service Center has received sufficient information to make the payment.

If continuing income phase payments are elected, the beneficiary may not elect to receive a lump sum at a future
date unless the income phase payment option specifically allows a withdrawal right. We will calculate the value of
any death benefit at the next valuation after we receive proof of death and a request for payment. Such value will be
reduced by any payments made after the date of death.

Beneficiary Rights. A beneficiary’s right to elect an income phase payment option or receive a lump-sum payment
may have been restricted by the contract owner. If so, such rights or options will not be available to the beneficiary.

Partial Entry into the Income Phase. You may elect an income phase payment option for a portion of your
contract value, while leaving the remaining portion invested in the accumulation phase. Whether the Tax Code
considers such payments taxable as income phase payments or as withdrawals is currently unclear; therefore, you
should consult with a qualified tax adviser before electing this option. The same or different income phase payment
option may be selected for the portion left invested in the accumulation phase.

Taxation. To avoid certain tax penalties, you or your beneficiary must meet the distribution rules imposed by the
Tax Code. Additionally, when selecting an income phase payment option, the Tax Code requires that your expected
payments will not exceed certain durations. See “Federal Tax Considerations”.

Payment Options
The following table lists the income phase payment options and accompanying death benefits available during the
income phase. We may offer additional income phase payment options under the contract from time to time. Once
income phase payments begin, the income phase payment option selected may not be changed.

PRO.70600-09                                                       58

Terms to understand:

Annuitant(s): The person(s) on whose life expectancy(ies) the income phase payments are based.

Beneficiary(ies): The person(s) or entity(ies) entitled to receive a death benefit, if any, under the income phase
payment option selected.

Lifetime Income Phase Payment Options
Life Income Length of Payments: For as long as the annuitant lives. It is possible that only one
payment will be made if the annuitant dies prior to the second payment’s due date.
Death Benefit-None: All payments end upon the annuitant’s death.
Life Income-
Guaranteed
Payments*		 Length of Payments: For as long as the annuitant lives, with payments guaranteed for
your choice of 5 to 30 years or as otherwise specified in the contract.
Death Benefit-Payment to the Beneficiary: If the annuitant dies before we have made
all the guaranteed payments, we will continue to pay the beneficiary the remaining
payments.
Life Income-
Two Lives		 Length of Payments: For as long as either annuitant lives. It is possible that only one
payment will be made if both annuitants die before the second payment’s due date.
Continuing Payments: When you select this option you choose for:
a) 100%, 66⅔% or 50% of the payment to continue to the surviving annuitant after the
first death; or
b) 100% of the payment to continue to the annuitant on the second annuitant’s death, and
50% of the payment to continue to the second annuitant on the annuitant’s death.
Death Benefit-None: All payments end upon the death of both annuitants.
Life Income-
Two Lives
Guaranteed
Payments*		 Length of Payments: For as long as either annuitant lives, with payments guaranteed
from 5 to 30 years or as otherwise specified in the contract.
Continuing Payments: 100% of the payment to continue to the surviving annuitant after
the first death.
Death Benefit-Payment to the Beneficiary: If both annuitants die before we have made
all the guaranteed payments, we will continue to pay the beneficiary the remaining
payments.
Life Income- Cash
Refund Option
(limited availability-
fixed payments only)		 Length of Payments: For as long as the annuitant lives.
Death Benefit-Payment to the Beneficiary: Following the annuitant’s death, we will
pay a lump sum payment equal to the amount originally applied to the income phase
payment option (less any applicable premium tax) and less the total amount of income
payments paid.
Life Income-Two
Lives-Cash Refund
Option (limited
availability-fixed
payments only)		 Length of Payments: For as long as either annuitant lives.
Continuing Payments: 100% of the payment to continue after the first death.
Death Benefit-Payment to the Beneficiary: When both annuitants die we will pay a
lump-sum payment equal to the amount applied to the income phase payment option
(less any applicable premium tax) and less the total amount of income payments paid.
Nonlifetime Income Phase Payment Option
Nonlifetime-
Guaranteed
Payments*		 Length of Payments: You may select payments for 5 to 30 years. In certain cases a
lump-sum payment may be requested at any time (see below).
Death Benefit-Payment to the Beneficiary: If the annuitant dies before we make all the
guaranteed payments, we will continue to pay the beneficiary the remaining payments.
Lump-Sum Payment: If the “Nonlifetime-Guaranteed Payments” option is elected with variable payments, you
may request at any time that all or a portion of the present value of the remaining payments be paid in one lump
sum. Any such lump-sum payments will be treated as a withdrawal during the accumulation phase and we will
charge any applicable surrender charge. Lump-sum payments will be sent within seven calendar days after we
receive the request for payment in good order at our Customer Service Center. We do not currently offer variable
payouts.
 
*Guaranteed period payments may not extend beyond the shorter of your life expectancy or until your age 95.

PRO.70600-09                                                           59

OTHER CONTRACT PROVISIONS

Reports to Contract Owners
We confirm purchase, transfer and withdrawal transactions usually within 5 business days of processing. We may
also send you a quarterly report within 31 days after the end of each calendar quarter. The report will show the
contract value, cash surrender value, and the death benefit as of the end of the calendar quarter. The report will also
show the allocation of your contract value and reflects the amounts deducted from or added to the contract value.
You have 30 days to notify our Customer Service Center of any errors or discrepancies. We will notify you when
shareholder reports of the investment portfolios in which Separate Account B invests are available. We will also
send any other reports, notices or documents we are required by law to furnish to you.

Suspension of Payments
The Company reserves the right to suspend or postpone the date of any payment or determination of values, beyond
the 7 permitted days, on any business day; (1) when the New York Stock Exchange is closed; (2) when trading on
the New York Stock Exchange is restricted; (3) when an emergency exists as determined by the SEC so that the
sale of securities held in Separate Account B may not reasonably occur or so that the Company may not reasonably
determine the value of Separate Account B’s net assets; or (4) during any other period when the SEC so permits for
the protection of security holders. We have the right to delay payment of amounts from a Fixed Interest Allocation
for up to 6 months.

In Case of Errors in Your Application
If an age or gender given in the application or enrollment form is misstated, the amounts payable or benefits
provided by the contract shall be those that the premium payment would have bought at the correct age or sex.

Assigning the Contract as Collateral
You may assign a non-qualified contract as collateral security for a loan but you should understand that your rights
and any beneficiary’s rights may be subject to the terms of the assignment. An assignment likely has federal tax
consequences. You should consult a tax adviser for tax advice. You must give us satisfactory written notice at our
Customer Service Center in order to make or release an assignment. We are not responsible for the validity of any
assignment.

Contract Changes–Applicable Tax Law
We have the right to make changes in the contract to continue to qualify the contract as an annuity under applicable
federal tax law. You will be given advance notice of such changes.

Free Look
If you cancel your contract within 7 days after you receive it, we will return your premium payment. You may
cancel your contract within your 10-day free look period. We deem the free look period to expire 15 days after we
mail the contract to you. Some states may require a longer free look period. To cancel, you need to send your
contract to our Customer Service Center or to the agent from whom you purchased it. We will refund the contract
value. For purposes of the refund during the free look period, (i) we adjust your contract value for any Market
Value Adjustment (if you have invested in the Fixed Account), and (ii) then we include a refund of any charges
deducted from your contract value. Because of the market risks associated with investing in the funds and the
potential positive or negative effect of the market value adjustment, the contract value returned may be greater or
less than the premium payment you paid. In the case of IRA’s cancelled within 7 days of receipt of the contract and
in some states, we are required to return to you the amount of the paid premium (rather than the contract value) in
which case you will not be subject to investment risk during the free look period. In these circumstances, your
premiums designated for investment in the subaccounts may be allocated during the free look period to a
subaccount specially designated by the Company for this purpose (currently, the ING Liquid Assets Portfolio
subaccount). We may, in our discretion, require that premiums designated for investment in the subaccounts from
all other states as well as premiums designated for a Fixed Interest Allocation be allocated to the specially
designated subaccount during the free look period. Your free look rights depend on the laws of the state in which
you purchase your contract. Your contract is void as of the day we receive your contract and cancellation request.
We determine your contract value at the close of business on the day we receive your written request. If you keep
your contract after the free look period and the investment is allocated to a subaccount specially designated by the
Company, we will put your money in the subaccount(s) chosen by you, based on the accumulation unit value next
computed for each subaccount, and/or in the Fixed Interest Allocation chosen by you.

PRO.70600-09                                                       60

Special Arrangements
We may reduce or waive any contract, rider, or benefit fees or charges for certain group or sponsored arrangements,
under special programs, and for certain employees, agents, and related persons of our parent corporation and its
affiliates. We reduce or waive these items based on expected economies, and the variations are based on differences
in costs or services.

CONTRACT DISTRIBUTION

Selling the Contract
Our affiliate, Directed Services LLC, 1475 Dunwoody Drive, West Chester, PA 19380 is the principal underwriter
and distributor of the contract as well as for other Company contracts. Directed Services LLC, a Delaware limited
liability company, is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934, and is a
member of the Financial Industry Regulatory Authority (“FINRA”).

Directed Services LLC does not retain any commissions or compensation paid to it by the Company for contract
sales. Directed Services LLC enters into selling agreements with affiliated and unaffiliated broker-dealers to sell the
contracts through their registered representatives who are licensed to sell securities and variable insurance products
(“selling firms”). Selling firms are also registered with the SEC and are FINRA member firms.

The following is a list of broker-dealers that are affiliated with the Company:

·   

Bancnorth Investment Group, Inc.

  ·      ING Financial Partners, Inc. 
·   

Directed Services LLC

  ·  ING Funds Distributor, LLC 
·   

Financial Network Investment Corporation               

  ·  ING Investment Advisors, LLC 
·   

Guaranty Brokerage Services, Inc.

  ·  ING Investment Management Services LLC 
·   

ING America Equities, Inc.

  ·  Multi-Financial Securities Corporation 
·   

ING DIRECT Funds Limited

  ·  PrimeVest Financial Services, Inc. 
·   

ING Financial Advisers, LLC

  ·  ShareBuilder Securities Corporation 
·   

ING Financial Markets LLC

  ·  Systematized Benefits Administrators, Inc. 


Directed Services LLC pays selling firms compensation for the promotion and sale of the contracts. Registered
representatives of the selling firms who solicit sales of the contracts typically receive a portion of the compensation
paid by Directed Services LLC to the selling firm in the form of commissions or other compensation, depending on
the agreement between the selling firm and the registered representative. This compensation, as well as other
incentives or payments, is not paid directly by contract owners or the Separate Account. We intend to recoup this
compensation and other sales expenses paid to selling firms through fees and charges imposed under the contracts.

Directed Services LLC pays selling firms for contract sales according to one or more schedules. This compensation
is generally based on a percentage of premium payments. Selling firms may receive commissions of up to 7.0% of
premium payments. In addition, selling firms may receive ongoing annual compensation of up to 0.75% of all, or a
portion, of values of contracts sold through the firm. Individual representatives may receive all or a portion of
compensation paid to their selling firm, depending on the firm’s practices. Commissions and annual compensation,
when combined, could exceed 7.0% of total premium payments. These other promotional incentives or payments
may not be offered to all distributors, and may be limited only to ING Financial Advisers, LLC and other
distributors affiliated with the Company.

Directed Services LLC has special compensation arrangements with certain selling firms based on those firms’
aggregate or anticipated sales of the contracts or other criteria. These arrangements may include commission
specials, in which additional commissions may be paid in connection with premium payments received for a
limited time period, within the maximum 7.0% commission rate noted above. These special compensation
arrangements will not be offered to all selling firms, and the terms of such arrangements may differ among selling
firms based on various factors. These special compensation arrangements may be limited only to ING Financial
Advisers, LLC and other distributors affiliated with the Company. Any such compensation payable to a selling firm
will not result in any additional direct charge to you by us.

PRO.70600-09                                                                           61

In addition to the direct cash compensation for sales of contracts described above, Directed Services LLC may also
pay selling firms additional compensation or reimbursement of expenses for their efforts in selling the contracts to
you and other customers. These amounts may include:

·   

Marketing/distribution allowances which may be based on the percentages of premium received, the aggregate
commissions paid and/or the aggregate assets held in relation to certain types of designated insurance products
issued by the Company and/or its affiliates during the year;

·   

Loans or advances of commissions in anticipation of future receipt of premiums (a form of lending to
agents/registered representatives). These loans may have advantageous terms such as reduction or elimination
of the interest charged on the loan and/or forgiveness of the principal amount of the loan, which terms may be
conditioned on sales;

·   

Education and training allowances to facilitate our attendance at certain educational and training meetings to
provide information and training about our products. We also hold training programs from time to time at our
expense;

·   

Sponsorship payments or reimbursements for broker-dealers to use in sales contests and/or meetings for their
agents/registered representatives who sell our products. We do not hold contests based solely on the sales of
this product;

·   

Certain overrides and other benefits that may include cash compensation based on the amount of earned
commissions, agent/representative recruiting or other activities that promote the sale of policies; and

·   

Additional cash or noncash compensation and reimbursements permissible under existing law. This may
include, but is not limited to, cash incentives, merchandise, trips, occasional entertainment, meals and tickets to
sporting events, client appreciation events, business and educational enhancement items, payment for travel
expenses (including meals and lodging) to pre-approved training and education seminars, and payment for
advertising and sales campaigns.

We may pay commissions, dealer concessions, wholesaling fees, overrides, bonuses, other allowances and benefits
and the costs of all other incentives or training programs from our resources, which include the fees and charges
imposed under the Contract.

The following is a list of the top 25 selling firms that, during 2008, received the most compensation, in the
aggregate, from us in connection with the sale of registered annuity contracts issued by us, ranked by total dollars
received:

1.   ING Financial Partners, Inc.   14.   Wells Fargo Investments, LLC
2.   Citigroup Global Markets, Inc.   15.   Multi-Financial Securities Corporation
3.   LPL Financial Corporation   16.   Banc of America Investment Services Inc.
4.   ING Financial Partners, Inc. – CAREER   17.   ING Financial Advisers, LLC
5.   Morgan Stanley & Co. Incorporated   18.   Securities America, Inc.
6.   Merrill Lynch, Pierce, Fenner & Smith, Inc.   19.   National Planning Corporation
7.   Wachovia Securities, LLC – Bank   20.   Financial Network Investment Corporation
8.   Chase Investment Services Corporation   21.   Royal Alliance Associates, Inc.
9.   UBS Financial Services, Inc.   22.   Raymond James Financial Services, Inc.
10.   A. G. Edwards & Sons, Inc.   23.   MML Investors Services, Inc.
11.   Wachovia Securities, LLC   24.   Park Avenue Securities, LLC
12.   Woodbury Financial Services Inc.   25.   Securian Financial Services, Inc.
13.   PrimeVest Financial Services, Inc.        

Directed Services LLC may also compensate wholesalers/distributors, and their sales management personnel, for
contract sales within the wholesale/distribution channel. This compensation may be based on a percentage of
premium payments and/or a percentage of contract values. Directed Services LLC may, at its discretion, pay
additional cash compensation to wholesalers/distributors for sales by certain broker-dealers or “focus firms.”

We do not pay any additional compensation on the sale or exercise of any of the contract’s optional benefit riders
offered in this prospectus.

PRO.70600-09                                                              62

This is a general discussion of the types and levels of compensation paid by us for sales of our variable annuity
contracts. It is important for you to know that the payment of volume- or sales-based compensation to a selling firm
or registered representative may provide that registered representative a financial incentive to promote our contracts
over those of another company, and may also provide a financial incentive to promote one of our contracts over
another.

OTHER INFORMATION

Loans. We do not currently permit loans under Section 403(b) contracts that are subject to the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”). Loans may be available if you purchased your
contract in connection with a non-ERISA 403(b) plan. If your contract was issued in connection with a 403(b) plan
and the terms of your plan permit, you may take a loan, using your surrender value as collateral for the loan. Loans
are subject to the terms of the contract, your 403(b) plan, the Tax Code and other federal and state regulations. The
amount and number of loans outstanding at any one time under your tax-deferred annuity are limited, whether
under our contracts or those of other carriers. Tax-deferred annuity loans are not available for contracts issued in
the Commonwealth of Massachusetts. We may modify the terms of a loan to comply with changes in applicable
law. Various mandatory repayment requirements apply to loans, and failure to repay generally will result in income
to you and the potential application of tax penalties. We urge you to consult with a qualified tax adviser prior to
effecting a loan transaction under your contract. We may apply additional restrictions or limitations on loans, and
you must make loan requests in accordance with our administrative practices and loan requests procedures in effect
at the time you submit your request. Read the terms of the loan agreement before submitting any request. We
reserve the right not to grant a loan request if the participant has an outstanding loan in default.

Any outstanding loan balance impacts the following:

·   

Withdrawal and Charges: We determine amounts available for maximum withdrawal amounts, free partial
withdrawals, systematic withdrawals and waiver of administrative charges by reducing the otherwise
applicable amounts by the amount of any outstanding loan balance.

·   

Death Benefits, Annuitization and Surrenders: We deduct the outstanding loan balance from any amounts
otherwise payable and in determining the amount available for annuitization.

The portion of any contract value used to pay off an outstanding loan balance will reduce the ING LifePay Plus
Base, ING Joint LifePay Plus Base or Maximum Annual Withdrawal as applicable. We do not recommend the ING
LifePay Plus or ING Joint LifePay Plus rider if loans are contemplated.

Voting Rights
We will vote the shares of a fund owned by Separate Account B according to your instructions. However, if the
1940 Act or any related regulations should change, or if interpretations of it or related regulations should change,
and we decide that we are permitted to vote the shares of a fund in our own right, we may decide to do so.

We determine the number of shares that you have in a subaccount by dividing the contract’s contract value in that
subaccount by the net asset value of one share of the fund in which a subaccount invests. We count fractional votes.
We will determine the number of shares you can instruct us to vote 180 days or less before a fund shareholder
meeting. We will ask you for voting instructions by mail at least 10 days before the meeting. If we do not receive
your instructions in time, we will vote the shares in the same proportion as the instructions received from all
contracts in that subaccount. We will also vote shares we hold in Separate Account B which are not attributable to
contract owners in the same proportion.

State Regulation
We are regulated by the Insurance Department of the State of Iowa. We are also subject to the insurance laws and
regulations of all jurisdictions where we do business. The variable contract offered by this prospectus has been
approved where required by those jurisdictions. We are required to submit annual statements of our operations,
including financial statements, to the Insurance Departments of the various jurisdictions in which we do business to
determine solvency and compliance with state insurance laws and regulations.

PRO.70600-09                                                                     63

Legal Proceedings
We are not aware of any pending legal proceedings which involve Separate Account B as a party.

The Company is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of
business. Due to the climate in insurance and business litigation/arbitrations, suits against the Company sometimes
include claims for substantial compensatory, consequential, or punitive damages and other types of relief.
Moreover, certain claims are asserted as class actions, purporting to represent a group of similarly situated
individuals. While it is not possible to forecast the outcome of such lawsuits/arbitrations, in light of existing
insurance, reinsurance, and established reserves, it is the opinion of management that the disposition of such
lawsuits/arbitrations will not have a materially adverse effect on the Company’s operations or financial position.

Directed Services LLC, the principal underwriter and distributor of the contract, is a party to threatened or pending
lawsuits/arbitration that generally arise from the normal conduct of business. Some of these suits may seek class
action status and sometimes include claims for substantial compensatory, consequential or punitive damages and
other types of relief. Directed Services LLC is not involved in any legal proceeding which, in the opinion of
management, is likely to have a material adverse effect on its ability to distribute the contract.

FEDERAL TAX CONSIDERATIONS

Introduction

This section discusses our understanding of current federal income tax laws affecting the contract. Federal income
tax treatment of the contracts is complex and sometimes uncertain. You should keep the following in mind when
reading it:

·   

Your tax position (or the tax position of the designated beneficiary, as applicable) determines federal taxation
of amounts held or paid out under the contract;

·   

Tax laws change. It is possible that a change in the future could affect contracts issued in the past;

·   

This section addresses some, but not all, applicable federal income tax rules and does not discuss federal estate
and gift tax implications, state and local taxes, or any other tax provisions; and

·   

We do not make any guarantee about the tax treatment of the contract or transactions involving the contract.


We do not intend this information to be tax advice. For advice about the effect of federal income taxes or any other
taxes on amounts held or paid out under the contract, consult a tax adviser. No attempt is made to provide more
than general information about the use of the contracts with tax-qualified retirement arrangements.

For more comprehensive information, contact the Internal Revenue Service (IRS).

Types of Contracts: Nonqualified or Qualified
The contract may be purchased on a non-tax-qualified basis (nonqualified contracts) or purchased on a tax-qualified
basis (qualified contracts).

Nonqualified contracts are purchased with after tax contributions and are not related to retirement plans or
programs that receive special income tax treatment under the Tax Code.

Qualified contracts are designed for use by individuals and/or employers whose premium payments are comprised
solely of proceeds from and/or contributions under retirement plans or programs intended to qualify for special
income tax treatment under Sections 403(b), 408, or 408A of the Tax Code.

Effective January 1, 2009, except in the case of a rollover contribution as permitted under the Tax Code or as a
result of an intra-plan exchange or plan-to-plan transfer described under the Final Regulations, contributions to a
section 403(b) tax sheltered annuity contract may only be made by the employer sponsoring the plan under which
the assets in your contract are covered subject to the applicable Treasury Regulations and only if the Company, in
its sole discretion, agrees to be an approved provider.

Taxation of Nonqualified Contracts

Contributions.

You may not deduct the amount of your contributions to a nonqualified contract.

PRO.70600-09                                                                             64

Taxation of Gains Prior to Distribution
Tax Code section 72 governs taxation of annuities in general. We believe that if you are a natural person you will
generally not be taxed on increases in the value of a nonqualified contract until a distribution occurs or until income
phase payments begin. This assumes that the contract will qualify as an annuity contract for federal income tax
purposes. For these purposes, the agreement to assign or pledge any portion of the contract value generally will be
treated as a distribution. In order to be eligible to receive deferral of taxation, the following requirements must be
satisfied:

Investor Control. Although earnings under nonqualified contracts are generally not taxed until withdrawn, the
IRS has stated in published rulings that a variable contract owner will be considered the owner of separate account
assets if the contract owner possesses incidents of investment control over the assets. In these circumstances,
income and gains from the separate account assets would be currently includible in the variable contract owner’s
gross income. Future guidance regarding the extent to which contract owners could direct their investments among
subaccounts without being treated as owners of the underlying assets of the separate account may adversely affect
the tax treatment of existing contracts. The Company therefore reserves the right to modify the contract as
necessary to attempt to prevent the contract holder from being considered the federal tax owner of a pro-rata share
of the assets of the separate account.

Required Distributions. In order to be treated as an annuity contract for federal income tax purposes, the Tax
Code requires any nonqualified contract to contain certain provisions specifying how your interest in the contract
will be distributed in the event of your death. The nonqualified contracts contain provisions that are intended to
comply with these Tax Code requirements, although no regulations interpreting these requirements have yet been
issued. We intend to review such distribution provisions and modify them if necessary to assure that they comply
with the applicable requirements when such requirements are clarified by regulation or otherwise.

Non-Natural Holders of a Nonqualified Contract. If you are not a natural person, a nonqualified contract
generally is not treated as an annuity for income tax purposes and the income on the contract for the taxable year is
currently taxable as ordinary income. Income on the contract is any increase over the year in the excess of the
contract value over the “investment in the contract” (generally, the premiums or other consideration you paid for
the contract less any nontaxable withdrawals) during the taxable year. There are some exceptions to this rule and a
non-natural person should consult with its tax adviser prior to purchasing the contract. A non-natural person exempt
from federal income taxes should consult with its tax adviser regarding treatment of income on the contract for
purposes of the unrelated business income tax. When the contract owner is not a natural person, a change in the
annuitant is treated as the death of the contract owner.

Delayed Income Phase Starting Date. If the contract’s income phase start date occurs (or is scheduled to
occur) at a time when the annuitant has reached an advanced age (e.g., age 85), it is possible that the contract would
not be treated as an annuity for federal income tax purposes. In that event, the income and gains under the contract
could be currently includible in your income.

Diversification. Tax Code section 817(h) requires that in a nonqualified contract the investments of the funds be
“adequately diversified” in accordance with Treasury Regulations in order for the contract to qualify as an annuity
contract under federal tax law. The separate account, through the funds, intends to comply with the diversification
requirements prescribed by Tax Code section 817(h) and by the Treasury in Reg. Sec. 1.817 -5, which affects how
the funds’ assets may be invested. If it is determined, however, that your contract does not satisfy the applicable
diversification regulations and rulings because a subaccount’s corresponding fund fails to be adequately diversified
for whatever reason, we will take appropriate and reasonable steps to bring your contract into compliance with such
regulations and rulings, and we reserve the right to modify your contract as necessary in order to do so.

Taxation of Distributions
General. When a withdrawal from a nonqualified contract occurs, the amount received will be treated as
ordinary income subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the contract owner’s investment in the
contract at that time. Investment in the contract is generally equal to the amount of all contributions to the contract,
plus amounts previously included in your gross income as the result of certain loans, assignments or gifts, less the
aggregate amount of non-taxable distributions previously made.

In the case of a surrender under a nonqualified contract, the amount received generally will be taxable only to the
extent it exceeds the contract owner’s cost basis in the contract.

PRO.70600-09                                                                        65

10% Penalty Tax. A 10% penalty tax applies to the taxable portion of a distribution from a nonqualified
deferred annuity contract unless certain exceptions apply including one or more of the following:

(a)     

You have attained age 59½;

(b)     

You (or the annuitant if the contract owner is a non-natural person) have died;

(c)     

You have become disabled as defined in the Tax Code;

(d)     

The distribution is made in substantially equal periodic payments (at least annually)over your life or life
expectancy or the joint lives or joint life expectancies of you and your designated beneficiary; or

(e)     

The distribution is allocable to investment in the contract before August 14, 1982.

The 10% penalty does not apply to distributions from an immediate annuity as defined in the Tax Code. Other
exceptions may be applicable under certain circumstances and special rules may be applicable in connection with
the exceptions enumerated above. A tax adviser should be consulted with regard to exceptions from the penalty tax.

Tax-Free Exchanges. Section 1035 of the Tax Code permits the exchange of a life insurance, endowment or
annuity contract for an annuity contract on a tax-free basis. In such instance, the “investment in the contract” in the
old contract will carry over to the new contract. You should consult with your tax adviser regarding procedures for
making Section 1035 exchanges.

If your contract is purchased through a tax-free exchange of a life insurance, endowment or annuity contract that
was purchased prior to August 14, 1982, then any distributions other than income phase payments will be treated,
for tax purposes, as coming:

·   

First, from any remaining “investment in the contract” made prior to August 14, 1982 and exchanged into
the contract;

·   

Next, from any “income on the contract” attributable to the investment made prior to August 14, 1982;

·   

Then, from any remaining “income on the contract;” and

·   

Lastly, from any remaining “investment in the contract.”


The IRS has concluded that in certain instances, the partial exchange of a portion of one annuity contract for
another contract will be tax-free. Pursuant to IRS guidance, receipt of withdrawals, surrenders or annuity payments
(annuitizations) from either the original contract or the new contract during the 12 month period following the
partial exchange may retroactively negate the partial exchange. If the partial exchange is retroactively negated, the
partial surrender of the original contract will be treated as a withdrawal, taxable as ordinary income to the extent of
gain in the original contract and, if the partial exchange occurred prior to you reaching age 59½, may be subject to
an additional 10% tax penalty. A taxable event may be avoided if requirements identified as a qualifying event are
satisfied. We are not responsible for the manner in which any other insurance company, for tax reporting purposes,
or the IRS, with respect to the ultimate tax treatment, recognizes or reports a partial exchange. We strongly advise
you discuss any proposed 1035 exchange or subsequent distribution within 12 months with your tax adviser prior to
proceeding with the transaction.

Taxation of Income Phase Payments. Although tax consequences may vary depending on the payment option
elected under an annuity contract, a portion of each income phase payment is generally not taxed and the remainder
is taxed as ordinary income. The non-taxable portion of an income phase payment is generally determined in a
manner that is designed to allow you to recover your investment in the contract ratably on a tax-free basis over
the expected stream of income phase payments, as determined when income phase payments start. Once your
investment in the contract has been fully recovered, however, the full amount of each subsequent income phase
payment is subject to tax as ordinary income. The tax treatment of partial annuitizations is unclear. We currently
treat any partial annuitizations as withdrawals rather than as income phase payments. Please consult your tax
adviser before electing a partial annuitization.

Death Benefits. Amounts may be distributed from a contract because of your death or the death of the annuitant.
Generally, such amounts are includible in the income of the recipient as follows: (i) if distributed in a lump sum,
such amounts are taxed in the same manner as a surrender of the contract, or (ii) if distributed under a payment
option, they are taxed in the same way as income phase payments. Special rules may apply to amounts distributed
after a beneficiary has elected to maintain contract value and receive payments.

Different distribution requirements apply if your death occurs:

·   

After you begin receiving income phase payments under the contract; or

·   

Before you begin receiving such distributions.

PRO.70600-09                                                                       66

If your death occurs after you begin receiving income phase payments, distributions must be made at least as
rapidly as under the method in effect at the time of your death.

If your death occurs before you begin receiving income phase payments, your entire balance must be distributed
within five years after the date of your death. For example, if you died on September 1, 2008, your entire balance
must be distributed by August 31, 2013. However, if distributions begin within one year of your death, then
payments may be made over one of the following timeframes:

·   

Over the life of the designated beneficiary; or

·   

Over a period not extending beyond the life expectancy of the designated beneficiary.

If the designated beneficiary is your spouse, the contract may be continued with the surviving spouse as the new
contract owner. If the contract owner is a non-natural person and the primary annuitant dies, the same rules apply
on the death of the primary annuitant as outlined above for death of a contract owner.

The contract offers a death benefit that may exceed the greater of the premium payments and the contract value.
Certain charges are imposed with respect to the death benefit. It is possible that these charges (or some portion
thereof) could be treated for federal tax purposes as a distribution from the contract.

Assignments and Other Transfers. A transfer, pledge or assignment of ownership of a nonqualified contract,
the selection of certain annuity dates, or the designation of an annuitant or payee other than an owner may result in
certain tax consequences to you that are not discussed herein. The assignment, pledge or agreement to assign or
pledge any portion of the contract value generally will be treated as a distribution. Anyone contemplating any such
transfer, selection, assignment, designation or exchange, should consult a tax adviser regarding the potential tax
effects of such a transaction.

Immediate Annuities. Under section 72 of the Tax Code, an immediate annuity means an annuity (i) that is
purchased with a single premium, (ii) with income phase payments starting within one year from the date of
purchase, and (iii) that provides a series of substantially equal periodic payments made annually or more frequently.
While this contract is not designed as an immediate annuity, treatment as an immediate annuity would have
significance with respect to exceptions from the 10% early withdrawal penalty, to contracts owned by non-natural
persons, and for certain exchanges.

Multiple Contracts. Tax laws require that all deferred nonqualified annuity contracts that are issued by a company
or its affiliates to the same contract owner during any calendar year be treated as one annuity contract for purposes
of determining the amount includible in gross income under Tax Code section 72(e). In addition, the Treasury
Department has specific authority to issue regulations that prevent the avoidance of Tax Code section 72(e) through
the serial purchase of annuity contracts or otherwise.

Withholding. We will withhold and remit to the IRS a part of the taxable portion of each distribution made under
a contract unless the distributee notifies us at or before the time of the distribution that he or she elects not to have
any amounts withheld. Withholding is mandatory, however, if the distributee fails to provide a valid taxpayer
identification number or if we are notified by the IRS that the taxpayer identification number we have on file is
incorrect. The withholding rates applicable to the taxable portion of periodic income phase payments are the same
as the withholding rates generally applicable to payments of wages. In addition, a 10% withholding rate applies to
the taxable portion of non-periodic payments. Regardless of whether you elect not to have federal income tax
withheld, you are still liable for payment of federal income tax on the taxable portion of the payment.

Certain states have indicated that state income tax withholding will also apply to payments from the contracts made
to residents. Generally, an election out of federal withholding will also be considered an election out of state
withholding. In some states, you may elect out of state withholding, even if federal withholding applies. If you need
more information concerning a particular state or any required forms, please contract our Customer Service Center.

If you or your designated beneficiary is a non-resident alien, then any withholding is governed by Tax Code section
1441 based on the individual’s citizenship, the country of domicile and treaty status, and we may require additional
documentation prior to processing any requested distribution.

PRO.70600-09                                                                           67

Taxation of Qualified Contracts

General
The contracts are primarily designed for use with IRAs under Tax Code section 408 and 408A and Tax Code
section 403(b) plans (We refer to all of these as “qualified plans”). The tax rules applicable to participants in these
qualified plans vary according to the type of plan and the terms and conditions of the plan itself. The ultimate effect
of federal income taxes on the amounts held under a contract, or on income phase payments, depends on the type of
retirement plan or program, the tax and employment status of the individual concerned, and on your tax status.
Special favorable tax treatment may be available for certain types of contributions and distributions. In addition,
certain requirements must be satisfied in purchasing a qualified contract with proceeds from a tax-qualified plan in
order to continue receiving favorable tax treatment.

Adverse tax consequences may result from: contributions in excess of specified limits; distributions before age 59½
(subject to certain exceptions); distributions that do not conform to specified commencement and minimum
distribution rules; and in other specified circumstances. Some qualified plans may be subject to additional
distribution or other requirements that are not incorporated into the contract. No attempt is made to provide more
than general information about the use of the contracts with qualified plans. Contract owners, annuitants, and
beneficiaries are cautioned that the rights of any person to any benefits under these qualified plans may be subject
to the terms and conditions of the plans themselves, regardless of the terms and conditions of the contract. The
Company is not bound by the terms and conditions of such plans to the extent such terms contradict the contract,
unless we consent.

Generally, contract owners and beneficiaries are responsible for determining that contributions, distributions and
other transactions with respect to the contract comply with applicable law. Therefore, you should seek competent
legal and tax advice regarding the suitability of a contract for your particular situation. The following discussion
assumes that qualified contracts are purchased with proceeds from and/or contributions under retirement plans or
programs that qualify for the intended special federal tax treatment.

Tax Deferral
Under the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are
withdrawn. However, in the case of a qualified plan (as defined in this prospectus), an annuity contract is not
necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already
available to the qualified plan itself. Annuities do provide other features and benefits (such as guaranteed living
benefits and/or death benefits or the option of lifetime income phase options at established rates) that may be
valuable to you. You should discuss your alternatives with your financial representative taking into account the
additional fees and expenses you may incur in an annuity.

Section 403(b) Tax-Deferred Annuities. Prior to September 17, 2007, the contracts were available as Tax Code
section 403(b) tax-deferred annuities. Existing contracts issued as Tax Code Section 403(b) tax-deferred annuities
will continue to be maintained as such under the applicable rules and regulations. Section 403(b) of the Tax Code
allows employees of certain Tax Code section 501(c)(3) organizations and public schools to exclude from their
gross income the premium payments made, within certain limits, to a contract that will provide an annuity for the
employee’s retirement.

In July 2007, the Treasury Department issued final regulations that are generally effective January 1, 2009. These
final regulations may be relied upon prior to that date as long as reliance is on a reasonable and consistent basis.
We reserve the right to modify the contracts to comply with these regulations where allowed, or where required by
law. The final regulations include: (a) a written plan requirement; (b) the ability to terminate a 403(b) plan, which
would entitle a participant to a distribution; (c) the replacement of IRS Revenue Ruling 90-24 with new exchange
rules effective September 25, 2007 and requiring information sharing between the 403(b) plan sponsor and/or its
delegate and the product provider as well as new plan-to-plan transfer rules (under these new exchange and transfer
rules, the 403(b) plan sponsor can elect not to permit exchanges or transfers); and (d) new distribution rules for
403(b)(1) annuities that would impose withdrawal restrictions on non-salary reduction contribution amounts in
addition to salary reduction contribution amounts, as well as other changes.

PRO.70600-09                                                                  68

Individual Retirement Annuities. Section 408 of the Tax Code permits eligible individuals to contribute to an
individual retirement program known as an Individual Retirement Annuity (“IRA”). IRAs are subject to limits on
the amounts that can be contributed, the deductible amount of the contribution, the persons who may be eligible,
and the time when distributions commence. Also, distributions from IRAs, individual retirement accounts, and
other types of retirement plans may be “rolled over” on a tax-deferred basis into an IRA. If you make a tax-free
rollover of a distribution from an IRA you may not make another tax-free rollover from the IRA within a 1-year
period. Sales of the contract for use with IRAs may be subject to special requirements of the IRS.

The IRS has not reviewed the contracts described in this prospectus for qualification as IRAs and has not
addressed, in a ruling of general applicability, whether the contract’s death benefit provisions comply with IRS
qualification requirements.

Roth IRAs. Section 408A of the Tax Code permits certain eligible individuals to contribute to a Roth IRA.
Contributions to a Roth IRA are subject to limits on the amount of contributions and the persons who may be
eligible to contribute, are not deductible, and must be made in cash or as a rollover or transfer from an eligible
retirement plan, another Roth IRA or other IRA. Certain qualifying individuals may convert an IRA, SEP, or a
SIMPLE (Savings Incentive Match Plan for Employees) to a Roth IRA. Such rollovers and conversions are subject
to tax, and other special rules may apply. If you make a tax-free rollover of a distribution from a Roth IRA to
another Roth IRA, you may not make another tax-free rollover from the Roth IRA from which the rollover was
made within a 1-year period. A 10% penalty may apply to amounts attributable to a conversion to a Roth IRA if the
amounts are distributed during the five taxable years beginning with the year in which the conversion was made.

Sales of a contract for use with a Roth IRA may be subject to special requirements of the IRS. The IRS has not
reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed, in a ruling of
general applicability, whether the contract’s death benefit provisions comply with IRS qualification requirements.

Contributions
In order to be excludable from gross income for federal income tax purposes, total annual contributions to certain
qualified plans are limited by the Tax Code. You should consult with your tax adviser in connection with
contributions to a qualified contract.

Distributions–General
Certain tax rules apply to distributions from the contract. A distribution is any amount taken from a contract
including withdrawals, income phase payments, rollovers, exchanges and death benefit proceeds. We report the
taxable portion of all distributions to the IRS.

403(b) Plans. All distributions from these plans are taxed as received unless one of the following is true:

·   

The distribution is an eligible rollover distribution and is rolled over to another plan eligible to receive
rollovers or to a traditional or Roth IRA in accordance with the Tax Code;

·   

You made after-tax contributions to the plan. In this case, depending upon the type of distribution, the
amount will be taxed according to the rules detailed in the Tax Code; or

·   

The distribution is a qualified health insurance premium of a retired public safety officer as defined in the
Pension Protection Act of 2006.


A payment is an eligible rollover distribution unless it is:

·   

Part of a series of substantially equal periodic payments (at least one per year) made over the life expectancy
of the participant or the joint life expectancy of the participant and his designated beneficiary or for a
specified period of 10 years or more;

·   

A required minimum distribution under Tax Code section 401(a)(9);

·   

A hardship withdrawal;

·   

Otherwise excludable from income; or

·   

Not recognized under applicable regulations as eligible for rollover.

PRO.70600-09                                                                      69

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a contract used with a
403(b) plan, unless certain exceptions, including one or more of the following, have occurred.

a)   You have attained age 59½;
b)   You have become disabled, as defined in the Tax Code;
c)   You have died and the distribution is to your beneficiary;
d)   You have separated from service with the sponsor at or after age 55;
e)   The distribution amount is rolled over into another eligible retirement plan or to a traditional IRA or Roth IRA
    in accordance with the terms of the Tax Code;
f)   You have separated from service with the plan sponsor and the distribution amount is made in substantially
    equal periodic payments (at least annually) over your life or the life expectancy or the joint lives or joint life
    expectancies of you and your designated beneficiary;
g)   The distribution is made due to an IRS levy upon your plan;
h)   The withdrawal amount is paid to an alternate payee under a Qualified Domestic Relations Order (QDRO); or
i)   The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006
    (403(b) plans only).

In addition, the 10% penalty tax does not apply to the amount of a distribution equal to unreimbursed medical
expenses incurred by you during the taxable year that qualify for deduction as specified in the Tax Code. The Tax
Code may provide other exceptions or impose other penalty taxes in other circumstances.

Effective January 1, 2009, and for any contracts or participant accounts established on or after that date, the new
403(b) regulations prohibit the distribution of amounts attributable to employer contributions before the earlier of
your severance from employment or prior to the occurrence of some event, such as after a fixed number of years,
the attainment of a stated age, or disability.

Distribution of amounts restricted under Tax Code section 403(b)(11) may only occur upon your death, attainment
of age 59½, severance from employment, disability or financial hardship, or under other exceptions as provided for
by the Tax Code or regulations. Such distributions remain subject to other applicable restrictions under the Tax
Code.

If the Company agrees to accept amounts exchanged from a Tax Code section 403(b)(7) custodial account, such
amounts will be subject to the withdrawal restrictions set forth in Tax Code section 403(b)(7)(A)(ii).

Individual Retirement Annuities. All distributions from an IRA are taxed as received unless either one of the
following is true:

▷ The distribution is rolled over to another IRA, Roth IRA, or to a plan eligible to receive rollovers as permitted
under the Tax Code; or
▷ You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to rules
detailed in the Tax Code.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from an IRA unless an
exception applies. In general, except for the exception for separation from service, the exceptions for 403(b) plans
listed above also apply to distributions from an IRA including the qualified reservist distribution. The 10% penalty
tax does not apply to a distribution made from an IRA to pay for health insurance premiums for certain unemployed
individuals, a qualified first-time home purchase, or for higher education expenses.

Roth IRAs. A qualified distribution from a Roth IRA is not taxed when it is received. A qualified distribution is
a distribution:
▷ Made after the five-taxable year period beginning with the first taxable year for which a contribution was made
to a Roth IRA of the owner; and
▷ Made after you attain age 59½, die, become disabled as defined in the Tax Code, or for a qualified first-time
home purchase.

If a distribution is not qualified, it will be taxable to the extent of the accumulated earnings. A partial distribution
will first be treated as a return of contributions which is not taxable and then as taxable accumulated earnings.

PRO.70600-09                                                            70

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a Roth IRA that is not a
qualified distribution unless certain exceptions have occurred. In general, the exceptions for an IRA described
above also apply to a distribution from a Roth IRA that is not a qualified distribution or a rollover to a Roth IRA
that is not a qualified rollover contribution. The 10% penalty tax is also waived on a distribution made from a Roth
IRA to pay for health insurance premiums for certain unemployed individuals, used for a qualified first-time home
purchase, or for higher education expenses.

Lifetime Required Minimum Distributions (IRA and 403(b) only). To avoid certain tax penalties, you and
any designated beneficiary must also meet the minimum distribution requirements imposed by the Tax Code. The
requirements do not apply to Roth IRA contracts while the owner is living. These rules may dictate the following:

·   

Start date for distributions;

·   

The time period in which all amounts in your contract(s) must be distributed; and

·   

Distribution amounts.

Start Date and Time Period. Generally, you must begin receiving distributions from a traditional IRA by April
1 of the calendar year following the calendar year in which you attain age 70½. We must pay out distributions from
the contract over a period not extending beyond one of the following time periods:

·   

Over your life or the joint lives of you and your designated beneficiary; or

·   

Over a period not greater than your life expectancy or the joint life expectancies of you and your designated beneficiary.

Distribution Amounts. The amount of each required distribution must be calculated in accordance with Tax
Code section 401(a)(9). The entire interest in the account includes the amount of any outstanding rollover, transfer,
recharacterization, if applicable, and the actuarial present value of other benefits provided under the account, such
as guaranteed death benefits.

50% Excise Tax. If you fail to receive the minimum required distribution for any tax year, a 50% excise tax
may be imposed on the required amount that was not distributed.

Required Minimum Distribution Relief for 2009. The Worker, Retiree and Employer Recovery Act of 2008
(“WRERA 2008”) suspends the minimum distribution for most employer sponsored defined contribution plans for
the 2009 tax year. The relief extends to 403(b) plans and IRAs.

Lifetime Required Minimum Distributions are not applicable to Roth IRAs. Further information regarding required
minimum distributions may be found in your contract.

Required Distributions Upon Death (Section 403(b), IRAs and Roth IRAs Only). Different distribution
requirements apply after your death, depending upon if you have been receiving required minimum distributions.
Further information regarding required distributions upon death may be found in your contract.

If your death occurs on or after you begin receiving minimum distributions under the contract, distributions
generally must be made at least as rapidly as under the method in effect at the time of your death. Tax Code section
401(a)(9) provides specific rules for calculating the required minimum distributions after your death.

If your death occurs before you begin receiving minimum distributions under the contract, your entire balance must
be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your death. For
example, if you died on September 1, 2008, your entire balance must be distributed to the designated beneficiary by
December 31, 2013. However, if distributions begin by December 31 of the calendar year following the calendar
year of your death, and you have named a designated beneficiary, then payments may be made within one of the
following timeframes:

▷      Over the life of the designated beneficiary; or
▷      Over a period not extending beyond the life expectancy of the designated beneficiary.

Start Dates for Spousal Beneficiaries. If the designated beneficiary is your spouse, distributions must begin on
or before the later of the following:
▷      December 31 of the calendar year following the calendar year of your death; or
▷      December 31 of the calendar year in which you would have attained age 70½.

No Designated Beneficiary. If there is no designated beneficiary, the entire interest generally must be distributed

by the end of the calendar containing the fifth anniversary of the contract owner’s death.

PRO.70600-09                                                             71


Required Minimum Distribution Relief for 2009. Under WRERA 2008, the five year rule discussed above is
determined without regard to 2009.

Special Rule for IRA Spousal Beneficiaries (IRAs and Roth IRAs Only). In lieu of taking a distribution under
these rules, if the sole designated beneficiary is the contract owner’s surviving spouse, the spousal beneficiary may
elect to treat the contract as his or her own IRA and defer taking a distribution until his or her own start date. The
surviving spouse is deemed to have made such an election if the surviving spouse makes a rollover to or from the
contract or fails to take a distribution within the required time period.

Withholding
Any taxable distributions under the contract are generally subject to withholding. Federal income tax liability rates
vary according to the type of distribution and the recipient’s tax status.

403(b) Plans. Generally, distributions from these plans are subject to a mandatory 20% federal income tax
withholding. However, mandatory withholding will not be required if you elect a direct rollover of the distributions
to an eligible retirement plan or in the case of certain distributions described in the Tax Code.

IRAs and Roth IRAs. Generally, you or, if applicable, a designated beneficiary may elect not to have tax
withheld from distributions.

Non-resident Aliens. If you or your designated beneficiary is a non-resident alien, then any withholding is
governed by Tax Code section 1441 based on the individual’s citizenship, the country of domicile and treaty status,
and we may require additional documentation prior to processing any requested distribution.

Assignment and Other Transfers

Section 403(b) Plans. Adverse tax consequences to the plan and/or to you may result if your beneficial interest
in the contract is assigned or transferred to persons other than:

·   

A plan participant as a means to provide benefit payments;

·   

An alternate payee under a qualified domestic relations order in accordance with Tax Code section 414(p);
or

·   

The Company as collateral for a loan.

IRAS and Roth IRAs. The Tax Code does not allow a transfer or assignment of your rights under the contracts
except in limited circumstances. Adverse tax consequences may result if you assign or transfer your interest in the
contract to persons other than your spouse incident to a divorce. Anyone contemplating such an assignment or
transfer should contact a qualified tax adviser regarding the potential tax effects of such a transaction.

Tax Consequences of Living Benefits and Death Benefits

Living Benefits. Except as otherwise noted below, when a withdrawal from a nonqualified contract occurs
under a minimum guaranteed withdrawal benefit rider (including the ING LifePay/ING Joint LifePay riders or the
ING LifePay Plus/ING Joint LifePay Plus riders), the amount received will be treated as ordinary income subject to
tax up to an amount equal to the excess (if any) of the contract value (unreduced by the amount of any deferred
sales charge) immediately before the distribution over the contract owner’s investment in the contract at that time.

Investment in the contract is generally equal to the amount of all contributions to the contract, plus amounts
previously included in your gross income as the result of certain loans, assignments, or gifts, less the aggregate
amount of non-taxable distributions previously made. For nonqualified contracts, the income on the contract for
purposes of calculating the taxable amount of a distribution may be unclear. For example, the living benefits
provided under a MGWB rider (including the ING LifePay/ING Joint Life Pay riders or the ING LifePay Plus/ING
Joint LifePay Plus riders), or the MGIB rider, as well as the market value adjustment, could increase the contract
value that applies. Thus, the income on the contract could be higher than the amount of income that would be
determined without regard to such a benefit. As a result, you could have higher amounts of income than will be
reported to you. In addition, payments under any guaranteed payment phase of such riders after the contract value
has been reduced to zero may be subject to the exclusion ratio rules under Tax Code section 72(b) for tax purposes.

PRO.70600-09                                                                72


Payments of the Maximum Annual Withdrawal pursuant to the Income Optimizer under the ING LifePay Plus or
ING Joint LifePay Plus rider are designed to be treated as income phase payments for withholding and tax reporting
purposes. A portion of each income phase payment is generally not taxed and the remainder is taxed as ordinary
income. The non-taxable portion of an income phase payment is generally determined in a manner that is
designated to allow you to recover your investment in the contract ratably on a tax-free basis over the expected
stream of income phase payments, as determined when your payments of the Maximum Annual Withdrawal
pursuant to the Income Optimizer start. Any withdrawals in addition to the Maximum Annual Withdrawal
payments you are receiving pursuant to the Income Optimizer constitute Excess Withdrawals under the ING
LifePay Plus or ING Joint LifePay Plus rider, causing a pro-rata reduction of the ING LifePay Plus Base and
Maximum Annual Withdrawal. This reduction will result in a proportional reduction of the non-taxable portion of
your future Maximum Annual Withdrawal payments. Once your investment in the contract has been fully
recovered, the full amount of each of your future Maximum Annual Withdrawal payments would be subject to tax
as ordinary income.

The tax treatment of partial annuitizations is unclear. We currently treat any partial annuitization, such as those
associated with the minimum guaranteed income benefit as withdrawals rather than income phase payments.
Please consult your tax adviser before electing a partial annuitization.

Enhanced Death Benefits. The contract offers a death benefit that may exceed the greater of the premium
payments and the contract value. It is possible that the IRS could characterize such a death benefit as an incidental
death benefit. There are limitations on the amount of incidental benefits that may be provided under pension and
profit sharing plans. In addition, the provision of such benefits may result in currently taxable income to contract
owners, and the presence of the death benefit could affect the amount of required minimum distributions. Finally,
certain charges are imposed with respect to some of the available death benefits. It is possible those charges (or
some portion thereof) could be treated for federal tax purposes as a distribution from the contract.

Possible Changes in Taxation

Although the likelihood of legislative change and tax reform is uncertain, there is always the possibility that the tax
treatment of the contracts could change by legislation or other means. It is also possible that any change could be
retroactive (that is, effective before the date of the change). You should consult a tax adviser with respect to
legislative developments and their effect on the contract.

Taxation of the Company

We are taxed as a life insurance company under the Tax Code. The separate account is not a separate entity from
us. Therefore, it is not taxed separately as a “regulated investment company,” but is taxed as part of the Company.

We automatically apply investment income and capital gains attributable to the separate account to increase
reserves under the contracts. Because of this, under existing federal tax law we believe that any such income and
gains will not be taxed to the extent that such income and gains are applied to increase reserves under the contracts.
In addition, any foreign tax credits attributable to the separate account will be first used to reduce any income taxes
imposed on the separate account before being used by the Company.

In summary, we do not expect that we will incur any federal income tax liability attributable to the separate account
and we do not intend to make any provision for such taxes. However, changes in federal tax laws and/or their
interpretation may result in our being taxed on income or gains attributable to the separate account. In this case, we
may impose a charge against the separate account (with respect to some or all of the contracts) to set aside
provisions to pay such taxes. We may deduct this amount from the separate account, including from your contract
value invested in the subaccounts.

PRO.70600-09                                                               73

STATEMENT OF ADDITIONAL INFORMATION

Table of Contents
Introduction
Description of ING USA Annuity and Life Insurance Company
Separate Account B
Safekeeping of Assets
Independent Registered Public Accounting Firm
Distribution of Contracts
IRA Partial Withdrawal Option
Other Information
Financial Statements of Separate Account B
Financial Statements of ING USA Annuity and Life Insurance Company

  
Please tear off, complete and return the form below to order a free Statement of Additional
Information for the contracts offered under the prospectus, free of charge. Address the form to our
Customer Service Center; the address is shown on the prospectus cover.
  

PLEASE SEND ME:
             qA FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
                  SEPARATE ACCOUNT B
 
Please Print or Type:
       
______________________________________
     Name

______________________________________
Social Security Number

______________________________________
Street Address

______________________________________
City, State, Zip

                                                                                                                                05/01/2009
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
 
 
 
PRO.70600-09                                                      74

APPENDIX A
CONDENSED FINANCIAL INFORMATION
Except for subaccounts which did not commence operations as of December 31, 2008, the following tables give (1) the accumulation unit value ("AUV") at the
beginning of the period, (2) the AUV at the end of the period and (3) the total number of accumulation units outstanding at the end of the period for each
subaccount of ING USA Separate Account B available under the Contract for the indicated periods.

Separate Account Annual Charges of 0.75 %
 
    2008   2007   2006   2005   2004   2003   2002
 
FIDELITY® VIP CONTRAFUND® PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $18.94   $16.27   $14.71   $12.70   $11.11   $8.73   $9.74
Value at end of period   $10.77   $18.94   $16.27   $14.71   $12.70   $11.11   $8.73
Number of accumulation units outstanding at end of period   687,567   754,188   913,687   599,653   337,248   234,386   18,395
FIDELITY® VIP EQUITY-INCOME PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $14.13   $14.06   $11.81   $11.27   $10.21   $7.91   $9.62
Value at end of period   $8.02   $14.13   $14.06   $11.81   $11.27   $10.21   $7.91
Number of accumulation units outstanding at end of period   289,513   344,699   382,560   339,023   351,282   321,037   21,034
FRANKLIN SMALL CAP VALUE SECURITIES FUND                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $17.58   $18.15   $15.63   $14.48   $11.79   $8.99   $9.98
Value at end of period   $11.69   $17.58   $18.15   $15.63   $14.48   $11.79   $8.99
Number of accumulation units outstanding at end of period   65,436   87,893   115,207   65,724   19,788   11,105   1,802
ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO                        
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $12.54   $12.90   $10.89   $10.84   $9.92   $7.61   $9.94
Value at end of period   $7.84   $12.54   $12.90   $10.89   $10.84   $9.92   $7.61
Number of accumulation units outstanding at end of period   12,825   15,715   25,095   21,354   36,068   32,122   487
ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $15.53   $16.11   $14.06   $13.14   $10.91   $8.11   $10.00
Value at end of period   $11.32   $15.53   $16.11   $14.06   $13.14   $10.91   $8.11
Number of accumulation units outstanding at end of period   3,223   3,944   11,558   10,939   12,505   11,451   0
ING AMERICAN FUNDS BOND PORTFOLIO                            
(Funds were first received in this option during February 2008)                            
Value at beginning of period   $9.93                        
Value at end of period   $8.90                        
Number of accumulation units outstanding at end of period   104,979                        
ING AMERICAN FUNDS GROWTH PORTFOLIO                            
(Funds were first received in this option during September 2005)                            
Value at beginning of period   $12.79   $11.53   $10.60   $9.95            
Value at end of period   $7.07   $12.79   $11.53   $10.60            
Number of accumulation units outstanding at end of period   281,821   219,886   260,069   16,580            
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO                            
(Funds were first received in this option during September 2005)                            
Value at beginning of period   $11.95   $11.52   $10.13   $9.76            
Value at end of period   $7.33   $11.95   $11.52   $10.13            
Number of accumulation units outstanding at end of period   152,202   121,485   149,129   17,020            
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO                            
(Funds were first received in this option during September 2005)                            
Value at beginning of period   $15.33   $12.94   $11.01   $10.14            
Value at end of period   $8.75   $15.33   $12.94   $11.01            
Number of accumulation units outstanding at end of period   323,097   271,710   214,094   64,347            
 
 
CFI 1

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING BARON SMALL CAP GROWTH PORTFOLIO                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $18.82   $17.87   $15.62   $14.66   $11.54   $8.72   $10.00
Value at end of period   $10.97   $18.82   $17.87   $15.62   $14.66   $11.54   $8.72
Number of accumulation units outstanding at end of period   79,256   109,066   136,753   86,471   38,600   53,076   0
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO - CLASS I                        
(Funds were first received in this option during April 2007)                            
Value at beginning of period   $9.81   $10.03                    
Value at end of period   $5.95   $9.81                    
Number of accumulation units outstanding at end of period   14,973   15,122                    
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO - CLASS S                        
(Funds were first received in this option during December 2006)                            
Value at beginning of period   $11.00   $10.38   $10.49                
Value at end of period   $6.65   $11.00   $10.38                
Number of accumulation units outstanding at end of period   7,515   8,339   2,667                
ING DAVIS NEW YORK VENTURE PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $13.41   $12.98   $11.48   $11.14   $10.35   $7.41   $9.99
Value at end of period   $8.09   $13.41   $12.98   $11.48   $11.14   $10.35   $7.41
Number of accumulation units outstanding at end of period   24,864   22,458   32,878   30,426   40,561   44,075   1,232
ING DIVERSIFIED INTERNATIONAL FUND                            
(Funds were first received in this option during February 2007)                            
Value at beginning of period   $11.86   $10.97                    
Value at end of period   $6.35   $11.86                    
Number of accumulation units outstanding at end of period   2,319   2,325                    
ING EVERGREEN OMEGA PORTFOLIO                            
(Funds were first received in this option during September 2005)                            
Value at beginning of period   $13.17   $11.89   $11.34   $11.05            
Value at end of period   $9.47   $13.17   $11.89   $11.34            
Number of accumulation units outstanding at end of period   1,056   1,063   3,613   4,478            
ING FOCUS 5 PORTFOLIO                            
(Funds were first received in this option during December 2008)                            
Value at beginning of period   $6.42                        
Value at end of period   $6.42                        
Number of accumulation units outstanding at end of period   1,522                        
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO                        
(Funds were first received in this option during May 2008)                            
Value at beginning of period   $10.42                        
Value at end of period   $6.81                        
Number of accumulation units outstanding at end of period   39,491                        
ING GLOBAL REAL ESTATE PORTFOLIO                            
(Funds were first received in this option during May 2008)                            
Value at beginning of period   $9.90                        
Value at end of period   $5.72                        
Number of accumulation units outstanding at end of period   160,122                        
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO                            
(Funds were first received in this option during May 2008)                            
Value at beginning of period   $10.39                        
Value at end of period   $5.26                        
Number of accumulation units outstanding at end of period   43,852                        
 
 
 
 
CFI 2

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING JPMORGAN MID CAP VALUE PORTFOLIO                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $17.98   $17.70   $15.31   $14.21   $11.88   $9.20   $10.00
Value at end of period   $11.95   $17.98   $17.70   $15.31   $14.21   $11.88   $9.20
Number of accumulation units outstanding at end of period   65,535   84,163   87,571   50,519   19,960   13,543   0
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO                            
(Funds were first received in this option during November 2005)                            
Value at beginning of period   $12.73   $13.08   $11.98   $11.70            
Value at end of period   $7.67   $12.73   $13.08   $11.98            
Number of accumulation units outstanding at end of period   4,080   6,628   7,816   4,707            
ING LEGG MASON VALUE PORTFOLIO                            
(Funds were first received in this option during September 2005)                            
Value at beginning of period   $11.40   $12.22   $11.56   $10.90            
Value at end of period   $5.04   $11.40   $12.22   $11.56            
Number of accumulation units outstanding at end of period   20,107   26,023   33,854   15,922            
ING LEHMAN BROTHERS U.S. AGGREGATE BOND INDEX® PORTFOLIO                        
(Funds were first received in this option during May 2008)                            
Value at beginning of period   $10.02                        
Value at end of period   $10.25                        
Number of accumulation units outstanding at end of period   13,014                        
ING LIQUID ASSETS PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $19.17   $18.40   $17.72   $17.37   $17.34   $17.34   $17.22
Value at end of period   $19.49   $19.17   $18.40   $17.72   $17.37   $17.34   $17.34
Number of accumulation units outstanding at end of period   269,683   298,024   153,120   34,025   31,348   23,815   25,089
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO                            
(Funds were first received in this option during July 2008)                            
Value at beginning of period   $9.01                        
Value at end of period   $5.38                        
Number of accumulation units outstanding at end of period   14,482                        
ING MFS TOTAL RETURN PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $30.38   $29.43   $26.49   $25.94   $23.52   $20.30   $21.55
Value at end of period   $23.41   $30.38   $29.43   $26.49   $25.94   $23.52   $20.30
Number of accumulation units outstanding at end of period   72,737   76,172   104,135   139,054   101,092   66,352   24,145
ING MFS UTILITIES PORTFOLIO                            
(Funds were first received in this option during May 2008)                            
Value at beginning of period   $10.72                        
Value at end of period   $6.59                        
Number of accumulation units outstanding at end of period   30,849                        
ING OPPENHEIMER GLOBAL PORTFOLIO - I CLASS                            
(Funds were first received in this option during April 2005)                            
Value at beginning of period   $14.94   $14.12   $12.06   $10.06            
Value at end of period   $8.85   $14.94   $14.12   $12.06            
Number of accumulation units outstanding at end of period   116,365   158,013   231,483   335,304            
ING OPPENHEIMER GLOBAL PORTFOLIO - S CLASS                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $17.27   $16.36   $14.02   $12.47   $10.92   $8.35   $10.00
Value at end of period   $10.20   $17.27   $16.36   $14.02   $12.47   $10.92   $8.35
Number of accumulation units outstanding at end of period   176,964   200,451   271,980   125,557   11,617   3,128   223
 
 
 
 
CFI 3

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO                            
(Funds were first received in this option during April 2005)                            
Value at beginning of period   $11.72   $10.87   $10.12   $10.01            
Value at end of period   $9.80   $11.72   $10.87   $10.12            
Number of accumulation units outstanding at end of period   279,774   256,666   158,225   129,252            
ING OPPORTUNISTIC LARGE CAP GROWTH PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $12.21   $10.47   $10.30   $9.52   $8.96   $6.94   $9.87
Value at end of period   $6.76   $12.21   $10.47   $10.30   $9.52   $8.96   $6.94
Number of accumulation units outstanding at end of period   13,030   16,606   14,239   18,523   22,728   23,795   6,569
ING OPPORTUNISTIC LARGE CAP VALUE PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $11.08   $10.86   $9.45   $8.92   $8.18   $6.63   $9.05
Value at end of period   $7.06   $11.08   $10.86   $9.45   $8.92   $8.18   $6.63
Number of accumulation units outstanding at end of period   15,540   17,776   36,700   26,676   28,400   29,877   8,767
ING PIMCO CORE BOND PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $16.53   $15.28   $14.76   $14.51   $13.94   $13.41   $12.43
Value at end of period   $17.10   $16.53   $15.28   $14.76   $14.51   $13.94   $13.41
Number of accumulation units outstanding at end of period   60,562   32,054   18,781   19,134   15,494   22,526   11,209
ING PIMCO HIGH YIELD PORTFOLIO                            
(Funds were first received in this option during May 2005)                            
Value at beginning of period   $11.65   $11.41   $10.56   $10.20            
Value at end of period   $8.96   $11.65   $11.41   $10.56            
Number of accumulation units outstanding at end of period   113,336   177,314   195,700   67,117            
ING PIMCO TOTAL RETURN PORTFOLIO                            
(Funds were first received in this option during May 2005)                            
Value at beginning of period   $13.06   $12.03   $11.65   $11.50   $11.11   $10.75   $10.00
Value at end of period   $12.94   $13.06   $12.03   $11.65   $11.50   $11.11   $10.75
Number of accumulation units outstanding at end of period   178,495   130,180   126,334   135,399   102,583   131,991   55,182
ING PIONEER FUND PORTFOLIO                            
(Funds were first received in this option during September 2005)                            
Value at beginning of period   $13.33   $12.78   $11.03   $10.74            
Value at end of period   $8.63   $13.33   $12.78   $11.03            
Number of accumulation units outstanding at end of period   30,070   38,535   47,686   40,290            
ING PIONEER MID CAP VALUE PORTFOLIO                            
(Funds were first received in this option during May 2005)                            
Value at beginning of period   $12.78   $12.20   $10.94   $10.27            
Value at end of period   $8.48   $12.78   $12.20   $10.94            
Number of accumulation units outstanding at end of period   85,884   103,549   139,643   118,868            
ING SOLUTION 2015 PORTFOLIO                            
(Funds were first received in this option during August 2005)                            
Value at beginning of period   $12.23   $11.78   $10.72   $10.51            
Value at end of period   $8.88   $12.23   $11.78   $10.72            
Number of accumulation units outstanding at end of period   50,657   53,038   82,464   3,654            
ING SOLUTION 2025 PORTFOLIO                            
(Funds were first received in this option during August 2005)                            
Value at beginning of period   $12.70   $12.23   $10.94   $10.61            
Value at end of period   $8.34   $12.70   $12.23   $10.94            
Number of accumulation units outstanding at end of period   76,492   64,247   52,414   4,318            
 
 
 
 
CFI 4

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING SOLUTION 2035 PORTFOLIO                            
(Funds were first received in this option during July 2005)                            
Value at beginning of period   $13.14   $12.58   $11.10   $10.75            
Value at end of period   $8.22   $13.14   $12.58   $11.10            
Number of accumulation units outstanding at end of period   7,966   9,762   24,237   1,474            
ING SOLUTION 2045 PORTFOLIO                            
(Funds were first received in this option during May 2006)                            
Value at beginning of period   $13.56   $12.92   $12.16                
Value at end of period   $8.10   $13.56   $12.92                
Number of accumulation units outstanding at end of period   8,597   8,606   1,606                
ING SOLUTION INCOME PORTFOLIO                            
(Funds were first received in this option during February 2006)                            
Value at beginning of period   $11.50   $11.02   $10.39                
Value at end of period   $9.52   $11.50   $11.02                
Number of accumulation units outstanding at end of period   25,260   52,437   16,951                
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO                            
(Funds were first received in this option during May 2008)                            
Value at beginning of period   $10.17                        
Value at end of period   $7.30                        
Number of accumulation units outstanding at end of period   190,714                        
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO                        
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $13.92   $12.41   $11.48   $10.61   $9.85   $6.86   $9.90
Value at end of period   $7.84   $13.92   $12.41   $11.48   $10.61   $9.85   $6.86
Number of accumulation units outstanding at end of period   52,948   56,820   74,242   37,655   27,168   32,473   0
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO                            
(Funds were first received in this option during May 2005)                            
Value at beginning of period   $12.94   $12.65   $10.70   $10.33            
Value at end of period   $8.26   $12.94   $12.65   $10.70            
Number of accumulation units outstanding at end of period   25,752   38,381   29,680   10,509            
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $13.62   $12.52   $11.16   $10.62   $9.75   $7.52   $9.91
Value at end of period   $7.80   $13.62   $12.52   $11.16   $10.62   $9.75   $7.52
Number of accumulation units outstanding at end of period   107,501   133,890   153,128   174,765   166,665   173,019   18,694
ING TEMPLETON FOREIGN EQUITY PORTFOLIO                            
(Funds were first received in this option during April 2008)                            
Value at beginning of period   $10.21                        
Value at end of period   $6.29                        
Number of accumulation units outstanding at end of period   51,256                        
ING THORNBURG VALUE PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $11.99   $11.29   $9.76   $9.71   $8.69   $6.85   $9.91
Value at end of period   $7.15   $11.99   $11.29   $9.76   $9.71   $8.69   $6.85
Number of accumulation units outstanding at end of period   35,199   52,491   59,105   22,881   31,110   35,846   10,569
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $12.70   $12.68   $11.18   $10.33   $9.08   $7.35   $9.91
Value at end of period   $7.56   $12.70   $12.68   $11.18   $10.33   $9.08   $7.35
Number of accumulation units outstanding at end of period   19,728   29,474   33,090   13,249   9,007   7,245   0
 
 
 
 
CFI 5

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING VAN KAMPEN CAPITAL GROWTH PORTFOLIO                            
(Funds were first received in this option during April 2008)                            
Value at beginning of period   $10.40                        
Value at end of period   $5.52                        
Number of accumulation units outstanding at end of period   73,981                        
ING VAN KAMPEN COMSTOCK PORTFOLIO                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $14.24   $14.68   $12.77   $12.43   $10.73   $8.34   $10.00
Value at end of period   $8.98   $14.24   $14.68   $12.77   $12.43   $10.73   $8.34
Number of accumulation units outstanding at end of period   65,309   128,460   166,991   180,683   142,628   89,527   4,738
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - I CLASS                        
(Funds were first received in this option during April 2005)                            
Value at beginning of period   $12.56   $12.22   $10.93   $10.06            
Value at end of period   $9.55   $12.56   $12.22   $10.93            
Number of accumulation units outstanding at end of period   182,051   230,012   249,753   305,069            
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - S CLASS                        
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $12.76   $12.45   $11.16   $10.43   $9.50   $7.54   $9.88
Value at end of period   $9.68   $12.76   $12.45   $11.16   $10.43   $9.50   $7.54
Number of accumulation units outstanding at end of period   273,912   356,547   365,656   132,381   10,731   7,594   297
ING VP BALANCED PORTFOLIO, INC.                            
(Funds were first received in this option during September 2003)                            
Value at beginning of period   $14.41   $13.78   $12.67   $12.27   $11.34   $10.00    
Value at end of period   $10.25   $14.41   $13.78   $12.67   $12.27   $11.34    
Number of accumulation units outstanding at end of period   54,572   71,174   112,784   103,794   104,648   71,914    
ING VP BLACKROCK GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO                        
(Funds were first received in this option during August 2005)                            
Value at beginning of period   $16.09   $13.64   $12.87   $11.70            
Value at end of period   $9.58   $16.09   $13.64   $12.87            
Number of accumulation units outstanding at end of period   7,915   10,631   11,674   3,984            
ING VP GROWTH AND INCOME PORTFOLIO                            
(Funds were first received in this option during September 2003)                            
Value at beginning of period   $16.75   $15.75   $13.95   $13.02   $12.14   $10.00    
Value at end of period   $10.33   $16.75   $15.75   $13.95   $13.02   $12.14    
Number of accumulation units outstanding at end of period   251,002   145,542   150,140   110,132   93,560   124,019    
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO                            
(Funds were first received in this option during April 2006)                            
Value at beginning of period   $11.76   $10.95   $10.02                
Value at end of period   $6.56   $11.76   $10.95                
Number of accumulation units outstanding at end of period   107,326   140,156   71,104                
ING VP INDEX PLUS LARGECAP PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $12.29   $11.82   $10.42   $9.99   $9.13   $7.31   $9.41
Value at end of period   $7.64   $12.29   $11.82   $10.42   $9.99   $9.13   $7.31
Number of accumulation units outstanding at end of period   441,507   589,242   706,796   699,498   642,836   714,143   71,090
ING VP INDEX PLUS MIDCAP PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $16.28   $15.58   $14.39   $13.08   $11.32   $8.64   $9.92
Value at end of period   $10.06   $16.28   $15.58   $14.39   $13.08   $11.32   $8.64
Number of accumulation units outstanding at end of period   233,142   296,035   390,173   317,559   264,296   258,278   22,538
 
 
 
 
CFI 6

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING VP INDEX PLUS SMALLCAP PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $15.79   $17.01   $15.10   $14.17   $11.73   $8.70   $10.12
Value at end of period   $10.39   $15.79   $17.01   $15.10   $14.17   $11.73   $8.70
Number of accumulation units outstanding at end of period   112,142   142,060   190,380   158,913   125,338   128,985   18,192
ING VP INTERMEDIATE BOND PORTFOLIO                            
(Funds were first received in this option during September 2003)                            
Value at beginning of period   $12.89   $12.29   $11.93   $11.68   $11.25   $10.00    
Value at end of period   $11.69   $12.89   $12.29   $11.93   $11.68   $11.25    
Number of accumulation units outstanding at end of period   451,149   423,111   453,380   207,458   102,679   113,933    
ING VP INTERNATIONAL VALUE PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $19.67   $17.53   $13.71   $12.67   $10.91   $8.47   $10.01
Value at end of period   $11.26   $19.67   $17.53   $13.71   $12.67   $10.91   $8.47
Number of accumulation units outstanding at end of period   132,343   164,410   147,019   92,086   51,621   38,096   4,649
ING VP MIDCAP OPPORTUNITIES PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $15.75   $12.65   $11.84   $10.83   $9.82   $7.24   $9.85
Value at end of period   $9.73   $15.75   $12.65   $11.84   $10.83   $9.82   $7.24
Number of accumulation units outstanding at end of period   56,383   35,218   38,945   34,310   33,260   28,402   1,700
ING VP SMALL COMPANY PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $15.44   $14.72   $12.78   $11.70   $10.33   $7.56   $9.95
Value at end of period   $10.54   $15.44   $14.72   $12.78   $11.70   $10.33   $7.56
Number of accumulation units outstanding at end of period   38,103   37,156   43,693   39,462   48,702   52,291   16,504
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $9.20   $8.44   $7.57   $7.00   $6.42   $4.67   $8.37
Value at end of period   $5.97   $9.20   $8.44   $7.57   $7.00   $6.42   $4.67
Number of accumulation units outstanding at end of period   32,671   27,152   33,355   25,336   16,344   19,261   3,071
ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO                        
(Funds were first received in this option during November 2005)                            
Value at beginning of period   $15.12   $14.44   $13.45   $13.27            
Value at end of period   $11.42   $15.12   $14.44   $13.45            
Number of accumulation units outstanding at end of period   23,209   28,152   20,424   3,111            
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO                            
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $18.15   $17.46   $15.58   $14.79            
Value at end of period   $11.49   $18.15   $17.46   $15.58            
Number of accumulation units outstanding at end of period   9,650   10,802   10,153   883            
ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO                            
(Funds were first received in this option during November 2005)                            
Value at beginning of period   $16.63   $15.92   $14.48   $14.24            
Value at end of period   $11.46   $16.63   $15.92   $14.48            
Number of accumulation units outstanding at end of period   14,697   16,838   14,341   351            
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX                        
PORTFOLIO                            
(Funds were first received in this option during February 2008)                            
Value at beginning of period   $9.74                        
Value at end of period   $6.12                        
Number of accumulation units outstanding at end of period   39,611                        
 
 
 
 
CFI 7

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA                            
(Funds were first received in this option during July 2005)                            
Value at beginning of period   $18.90   $19.32   $16.97   $16.32            
Value at end of period   $11.63   $18.90   $19.32   $16.97            
Number of accumulation units outstanding at end of period   26,846   25,199   20,003   2,471            
PIMCO VIT REAL RETURN PORTFOLIO                            
(Funds were first received in this option during July 2005)                            
Value at beginning of period   $11.03   $10.06   $10.05   $10.01            
Value at end of period   $10.18   $11.03   $10.06   $10.05            
Number of accumulation units outstanding at end of period   179,788   64,973   52,652   18,256            
PIONEER EQUITY INCOME VCT PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $14.66   $14.69   $12.12   $11.58   $10.05   $8.28   $9.94
Value at end of period   $10.12   $14.66   $14.69   $12.12   $11.58   $10.05   $8.28
Number of accumulation units outstanding at end of period   216,782   232,135   216,456   134,598   70,739   55,947   15,836
 
 
 
Separate Account Annual Charges of 0.95 %
 
    2008   2007   2006   2005   2004   2003   2002
 
FIDELITY® VIP CONTRAFUND® PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $18.69   $16.09   $14.57   $12.61   $11.06   $8.71   $9.73
Value at end of period   $10.61   $18.69   $16.09   $14.57   $12.61   $11.06   $8.71
Number of accumulation units outstanding at end of period   151,254   173,521   196,871   801,875   551,666   40,201   4,124
FIDELITY® VIP EQUITY-INCOME PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $13.94   $13.90   $11.70   $11.19   $10.16   $7.89   $9.61
Value at end of period   $7.90   $13.94   $13.90   $11.70   $11.19   $10.16   $7.89
Number of accumulation units outstanding at end of period   25,505   29,443   33,797   537,653   519,515   6,929   2,414
FRANKLIN SMALL CAP VALUE SECURITIES FUND                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $17.37   $17.96   $15.50   $14.39   $11.74   $8.97   $9.98
Value at end of period   $11.52   $17.37   $17.96   $15.50   $14.39   $11.74   $8.97
Number of accumulation units outstanding at end of period   16,718   19,781   24,704   12,027   10,156   8,955   137
ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $12.39   $12.77   $10.80   $10.41           $9.94
Value at end of period   $7.73   $12.39   $12.77   $10.80           $7.60
Number of accumulation units outstanding at end of period   0   1,292   2,300   3,269           0
ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $15.35   $15.96   $13.96   $13.07   $10.87   $8.10   $10.00
Value at end of period   $11.17   $15.35   $15.96   $13.96   $13.07   $10.87   $8.10
Number of accumulation units outstanding at end of period   2,690   3,080   3,124   3,737   2,297   864   215
ING AMERICAN FUNDS BOND PORTFOLIO                            
(Funds were first received in this option during March 2008)                            
Value at beginning of period   $9.84                        
Value at end of period   $8.89                        
Number of accumulation units outstanding at end of period   18,380                        
 
 
 
CFI 8

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING AMERICAN FUNDS GROWTH PORTFOLIO                            
(Funds were first received in this option during November 2005)                            
Value at beginning of period   $12.73   $11.50   $10.59   $10.47            
Value at end of period   $7.03   $12.73   $11.50   $10.59            
Number of accumulation units outstanding at end of period   29,243   37,003   68,126   954,760            
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO                            
(Funds were first received in this option during November 2005)                            
Value at beginning of period   $11.89   $11.49   $10.12   $10.09            
Value at end of period   $7.28   $11.89   $11.49   $10.12            
Number of accumulation units outstanding at end of period   32,162   39,397   63,799   816,775            
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO                            
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $15.26   $12.90   $11.00   $9.76            
Value at end of period   $8.70   $15.26   $12.90   $11.00            
Number of accumulation units outstanding at end of period   51,578   46,621   49,871   543,376            
ING BARON SMALL CAP GROWTH PORTFOLIO                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $18.61   $17.70   $15.51   $14.58   $11.51   $8.70   $10.00
Value at end of period   $10.83   $18.61   $17.70   $15.51   $14.58   $11.51   $8.70
Number of accumulation units outstanding at end of period   15,163   25,123   40,577   92,016   11,022   12,488   0
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO - CLASS S                        
(Funds were first received in this option during December 2006)                            
Value at beginning of period   $10.98   $10.38   $10.49                
Value at end of period   $6.62   $10.98   $10.38                
Number of accumulation units outstanding at end of period   5,213   6,933   3,023                
ING DAVIS NEW YORK VENTURE PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $13.25   $12.85   $11.39   $11.07   $10.31   $7.40   $9.99
Value at end of period   $7.98   $13.25   $12.85   $11.39   $11.07   $10.31   $7.40
Number of accumulation units outstanding at end of period   4,426   4,853   5,327   3,442   13   124   0
ING EVERGREEN OMEGA PORTFOLIO                            
(Funds were first received in this option during September 2005)                            
Value at beginning of period   $13.10   $11.85   $11.33   $11.04            
Value at end of period   $9.40   $13.10   $11.85   $11.33            
Number of accumulation units outstanding at end of period   602   711   722   57,737            
ING FOCUS 5 PORTFOLIO                            
(Funds were first received in this option during September 2008)                            
Value at beginning of period   $8.99                        
Value at end of period   $6.42                        
Number of accumulation units outstanding at end of period   10,043                        
ING GLOBAL REAL ESTATE PORTFOLIO                            
(Funds were first received in this option during September 2008)                            
Value at beginning of period   $8.31                        
Value at end of period   $5.71                        
Number of accumulation units outstanding at end of period   21,518                        
 
 
 
 
CFI 9

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO                            
(Funds were first received in this option during June 2008)                            
Value at beginning of period   $9.95                        
Value at end of period   $5.25                        
Number of accumulation units outstanding at end of period   18,304                        
ING JPMORGAN MID CAP VALUE PORTFOLIO                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $17.77   $17.53   $15.19   $14.14   $11.84   $9.19   $10.00
Value at end of period   $11.79   $17.77   $17.53   $15.19   $14.14   $11.84   $9.19
Number of accumulation units outstanding at end of period   22,483   27,472   34,281   155,270   110,487   1,977   0
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO                        
(Funds were first received in this option during June 2006)                            
Value at beginning of period   $12.67   $13.03   $11.98                
Value at end of period   $7.61   $12.67   $13.03                
Number of accumulation units outstanding at end of period   1,295   1,366   4,707                
ING LEGG MASON VALUE PORTFOLIO                            
(Funds were first received in this option during September 2005)                            
Value at beginning of period   $11.33   $12.17   $11.54   $10.72            
Value at end of period   $5.00   $11.33   $12.17   $11.54            
Number of accumulation units outstanding at end of period   7,433   8,072   9,681   331,355            
ING LEHMAN BROTHERS U.S. AGGREGATE BOND INDEX® PORTFOLIO                        
(Funds were first received in this option during June 2008)                            
Value at beginning of period   $9.92                        
Value at end of period   $10.24                        
Number of accumulation units outstanding at end of period   3,535                        
ING LIQUID ASSETS PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $18.45   $17.75   $17.12   $16.82   $16.82   $16.86   $16.78
Value at end of period   $18.72   $18.45   $17.75   $17.12   $16.82   $16.82   $16.86
Number of accumulation units outstanding at end of period   62,017   64,781   25,110   392,748   298,469   1,754   0
ING MFS TOTAL RETURN PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $29.58   $28.71   $25.90   $25.41   $23.09   $19.96   $21.24
Value at end of period   $22.75   $29.58   $28.71   $25.90   $25.41   $23.09   $19.96
Number of accumulation units outstanding at end of period   11,141   19,038   19,950   449,947   288,602   231   414
ING MFS UTILITIES PORTFOLIO                            
(Funds were first received in this option during August 2008)                            
Value at beginning of period   $9.49                        
Value at end of period   $6.58                        
Number of accumulation units outstanding at end of period   1,534                        
ING OPPENHEIMER GLOBAL PORTFOLIO - I CLASS                            
(Funds were first received in this option during April 2005)                            
Value at beginning of period   $14.86   $14.07   $12.04   $10.06            
Value at end of period   $8.78   $14.86   $14.07   $12.04            
Number of accumulation units outstanding at end of period   7,172   8,236   13,180   161,425            
ING OPPENHEIMER GLOBAL PORTFOLIO - S CLASS                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $17.07   $16.21   $13.91   $12.40   $10.89   $8.34   $10.00
Value at end of period   $10.06   $17.07   $16.21   $13.91   $12.40   $10.89   $8.34
Number of accumulation units outstanding at end of period   43,121   53,750   67,695   80,754   46,615   1,761   0
 
 
 
 
CFI 10

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO                            
(Funds were first received in this option during April 2005)                            
Value at beginning of period   $11.65   $10.83   $10.11   $10.01            
Value at end of period   $9.73   $11.65   $10.83   $10.11            
Number of accumulation units outstanding at end of period   45,969   44,914   24,203   13,963            
ING OPPORTUNISTIC LARGE CAP GROWTH PORTFOLIO                            
(Funds were first received in this option during October 2007)                            
Value at beginning of period   $12.07   $12.26                    
Value at end of period   $6.67   $12.07                    
Number of accumulation units outstanding at end of period   4,324   5,428                    
ING OPPORTUNISTIC LARGE CAP VALUE PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $10.93   $10.74   $9.37   $8.86   $8.14   $6.62   $9.04
Value at end of period   $6.95   $10.93   $10.74   $9.37   $8.86   $8.14   $6.62
Number of accumulation units outstanding at end of period   6,101   6,274   3,806   119,627   68,299   158   0
ING PIMCO CORE BOND PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $16.09   $14.91   $14.43   $14.22   $13.68   $13.19   $12.25
Value at end of period   $16.61   $16.09   $14.91   $14.43   $14.22   $13.68   $13.19
Number of accumulation units outstanding at end of period   16,667   3,208   3,510   677,488   530,901   4,579   7,405
ING PIMCO HIGH YIELD PORTFOLIO                            
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $11.59   $11.37   $10.54   $10.36            
Value at end of period   $8.89   $11.59   $11.37   $10.54            
Number of accumulation units outstanding at end of period   10,079   19,241   18,123   449,879            
ING PIMCO TOTAL RETURN PORTFOLIO                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $12.91   $11.91   $11.57   $11.44   $11.07   $10.74   $10.00
Value at end of period   $12.76   $12.91   $11.91   $11.57   $11.44   $11.07   $10.74
Number of accumulation units outstanding at end of period   12,404   3,723   3,891   3,981   2,727   3,443   0
ING PIONEER FUND PORTFOLIO                            
(Funds were first received in this option during September 2005)                            
Value at beginning of period   $13.26   $12.74   $11.01   $10.68            
Value at end of period   $8.57   $13.26   $12.74   $11.01            
Number of accumulation units outstanding at end of period   4,292   4,644   4,976   46,834            
ING PIONEER MID CAP VALUE PORTFOLIO                            
(Funds were first received in this option during September 2005)                            
Value at beginning of period   $12.71   $12.16   $10.93   $10.63            
Value at end of period   $8.42   $12.71   $12.16   $10.93            
Number of accumulation units outstanding at end of period   23,770   25,787   26,439   50,406            
ING SOLUTION 2015 PORTFOLIO                            
(Funds were first received in this option during March 2006)                            
Value at beginning of period   $12.17   $11.74   $11.00                
Value at end of period   $8.81   $12.17   $11.74                
Number of accumulation units outstanding at end of period   4,065   10,544   7,325                
ING SOLUTION 2025 PORTFOLIO                            
(Funds were first received in this option during May 2006)                            
Value at beginning of period   $12.63   $12.19   $11.63                
Value at end of period   $8.27   $12.63   $12.19                
Number of accumulation units outstanding at end of period   3,406   6,311   11,103                
 
 
 
 
CFI 11

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING SOLUTION 2035 PORTFOLIO                            
(Funds were first received in this option during May 2006)                            
Value at beginning of period   $13.07   $12.54   $11.45                
Value at end of period   $8.16   $13.07   $12.54                
Number of accumulation units outstanding at end of period   23,538   20,767   29,966                
ING SOLUTION INCOME PORTFOLIO                            
(Funds were first received in this option during June 2006)                            
Value at beginning of period   $11.44   $10.98   $10.27                
Value at end of period   $9.45   $11.44   $10.98                
Number of accumulation units outstanding at end of period   5,285   10,639   6,916                
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO                            
(Funds were first received in this option during June 2008)                            
Value at beginning of period   $10.35                        
Value at end of period   $7.29                        
Number of accumulation units outstanding at end of period   34,010                        
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO                        
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $13.76   $12.29   $11.39   $10.76   $9.81   $6.85   $9.90
Value at end of period   $7.73   $13.76   $12.29   $11.39   $9.81   $9.81   $6.85
Number of accumulation units outstanding at end of period   10,562   11,373   15,576   841   0   1,721   0
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO                            
(Funds were first received in this option during July 2005)                            
Value at beginning of period   $12.87   $12.61   $10.69   $10.34            
Value at end of period   $8.20   $12.87   $12.61   $10.69            
Number of accumulation units outstanding at end of period   16,030   16,404   17,474   262,026            
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $13.46   $12.40   $11.07   $10.55   $9.71   $7.51   $9.91
Value at end of period   $7.69   $13.46   $12.40   $11.07   $10.55   $9.71   $7.51
Number of accumulation units outstanding at end of period   20,821   22,932   19,402   19,420   23,973   20,178   391
ING TEMPLETON FOREIGN EQUITY PORTFOLIO                            
(Funds were first received in this option during April 2008)                            
Value at beginning of period   $10.20                        
Value at end of period   $6.29                        
Number of accumulation units outstanding at end of period   1,050                        
ING THORNBURG VALUE PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $11.85   $11.18   $9.83               $9.91
Value at end of period   $7.05   $11.85   $11.18               $6.84
Number of accumulation units outstanding at end of period   5,675   6,625   5,538               0
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $12.55   $12.55   $11.09   $10.12           $9.91
Value at end of period   $7.46   $12.55   $12.55   $11.09           $7.33
Number of accumulation units outstanding at end of period   0   141   4,012   9,737           0
ING VAN KAMPEN CAPITAL GROWTH PORTFOLIO                            
(Funds were first received in this option during April 2008)                            
Value at beginning of period   $10.40                        
Value at end of period   $5.51                        
Number of accumulation units outstanding at end of period   3,769                        
 
 
 
 
CFI 12

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING VAN KAMPEN COMSTOCK PORTFOLIO                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $14.08   $14.54   $12.67   $12.36   $10.69   $8.32   $10.00
Value at end of period   $8.86   $14.08   $14.54   $12.67   $12.36   $10.69   $8.32
Number of accumulation units outstanding at end of period   23,950   38,905   45,434   238,674   160,272   7,937   0
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - I CLASS                            
(Funds were first received in this option during April 2005)                            
Value at beginning of period   $12.49   $12.18   $10.91   $10.06            
Value at end of period   $9.48   $12.49   $12.18   $10.91            
Number of accumulation units outstanding at end of period   7,451   15,409   21,170   21,519            
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - S CLASS                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $12.61   $12.33   $11.07   $10.37   $9.83       $9.88
Value at end of period   $9.55   $12.61   $12.33   $11.07   $10.37       $7.52
Number of accumulation units outstanding at end of period   45,620   53,428   56,264   66,380   3,976       0
ING VP BALANCED PORTFOLIO, INC.                            
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $14.27   $13.68   $12.60   $12.22            
Value at end of period   $10.14   $14.27   $13.68   $12.60            
Number of accumulation units outstanding at end of period   7,381   6,915   6,892   5,025            
ING VP BLACKROCK GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO                        
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $16.01   $13.60   $12.85   $11.98            
Value at end of period   $9.51   $16.01   $13.60   $12.85            
Number of accumulation units outstanding at end of period   4,010   4,787   3,893   519            
ING VP GROWTH AND INCOME PORTFOLIO                            
(Funds were first received in this option during November 2005)                            
Value at beginning of period   $16.59   $15.63   $13.88   $14.06            
Value at end of period   $10.22   $16.59   $15.63   $13.88            
Number of accumulation units outstanding at end of period   13,788   10,818   12,489   9,277            
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO                            
(Funds were first received in this option during April 2006)                            
Value at beginning of period   $11.72   $10.94   $10.02                
Value at end of period   $6.52   $11.72   $10.94                
Number of accumulation units outstanding at end of period   6,246   12,131   10,017                
ING VP INDEX PLUS LARGECAP PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $12.13   $11.69   $10.33   $9.92   $9.08   $7.28   $9.40
Value at end of period   $7.52   $12.13   $11.69   $10.33   $9.92   $9.08   $7.28
Number of accumulation units outstanding at end of period   48,227   59,345   54,908   450,474   418,924   31,451   2,369
ING VP INDEX PLUS MIDCAP PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $16.07   $15.41   $14.26   $12.99   $11.27   $8.61   $9.91
Value at end of period   $9.91   $16.07   $15.41   $14.26   $12.99   $11.27   $8.61
Number of accumulation units outstanding at end of period   37,692   53,690   67,317   553,807   517,452   32,539   5,073
ING VP INDEX PLUS SMALLCAP PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $15.58   $16.82   $14.97   $14.07   $11.67   $8.68   $10.11
Value at end of period   $10.24   $15.58   $16.82   $14.97   $14.07   $11.67   $8.68
Number of accumulation units outstanding at end of period   8,670   13,654   22,702   397,971   336,053   3,911   1,382
 
 
 
 
CFI 13

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING VP INTERMEDIATE BOND PORTFOLIO                            
(Funds were first received in this option during September 2003)                            
Value at beginning of period   $12.75   $12.18   $11.84   $11.62   $11.21   $10.00    
Value at end of period   $11.53   $12.75   $12.18   $11.84   $11.62   $11.21    
Number of accumulation units outstanding at end of period   83,654   103,753   134,575   147,290   3,636   3,638    
ING VP INTERNATIONAL VALUE PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $19.43   $17.35   $13.60   $12.59   $10.86   $8.45   $10.01
Value at end of period   $11.10   $19.43   $17.35   $13.60   $12.59   $10.86   $8.45
Number of accumulation units outstanding at end of period   22,384   27,043   32,902   18,570   917   1,154   289
ING VP MIDCAP OPPORTUNITIES PORTFOLIO                            
(Funds were first received in this option during May 2006)                            
Value at beginning of period   $15.56   $12.52   $12.19                
Value at end of period   $9.60   $15.56   $12.52                
Number of accumulation units outstanding at end of period   11,131   1,331   409                
ING VP SMALL COMPANY PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $15.25   $14.57   $12.68   $11.63   $10.29   $7.54   $9.95
Value at end of period   $10.39   $15.25   $14.57   $12.68   $11.63   $10.29   $7.54
Number of accumulation units outstanding at end of period   15,959   6,268   6,377   1,625   543   4,207   4,208
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $9.07   $8.34   $7.49   $6.95   $5.82       $8.36
Value at end of period   $5.88   $9.07   $8.34   $7.49   $6.95       $4.66
Number of accumulation units outstanding at end of period   5,247   5,858   6,013   0   94       0
ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO                        
(Funds were first received in this option during November 2005)                            
Value at beginning of period   $15.04   $14.39   $13.43   $13.28            
Value at end of period   $11.33   $15.04   $14.39   $13.43            
Number of accumulation units outstanding at end of period   17,331   19,112   6,577   4,946            
ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO                            
(Funds were first received in this option during August 2005)                            
Value at beginning of period   $16.54   $15.87   $14.46   $14.37            
Value at end of period   $11.37   $16.54   $15.87   $14.46            
Number of accumulation units outstanding at end of period   4,079   985   1,120   1,272            
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX                        
PORTFOLIO                            
(Funds were first received in this option during March 2008)                            
Value at beginning of period   $9.68                        
Value at end of period   $6.10                        
Number of accumulation units outstanding at end of period   8,488                        
OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA                            
(Funds were first received in this option during November 2005)                            
Value at beginning of period   $18.80   $19.25   $16.95   $16.71            
Value at end of period   $11.55   $18.80   $19.25   $16.95            
Number of accumulation units outstanding at end of period   3,029   4,585   5,385   1,918            
PIMCO VIT REAL RETURN PORTFOLIO                            
(Funds were first received in this option during August 2005)                            
Value at beginning of period   $10.97   $10.02   $10.04   $9.98            
Value at end of period   $10.10   $10.97   $10.02   $10.04            
Number of accumulation units outstanding at end of period   50,391   18,399   24,624   7,579            
 
 
 
 
CFI 14

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
PIONEER EQUITY INCOME VCT PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $14.49   $14.55   $12.03   $11.51   $10.01   $8.27   $9.94
Value at end of period   $9.98   $14.49   $14.55   $12.03   $11.51   $10.01   $8.27
Number of accumulation units outstanding at end of period   30,144   37,918   36,105   30,986   31,860   27,693   5,737
 
 
 
Separate Account Annual Charges of 1.00%
 
    2008   2007   2006   2005   2004   2003    
 
FIDELITY® VIP CONTRAFUND® PORTFOLIO                            
(Funds were first received in this option during December 2003)                            
Value at beginning of period   $19.59   $16.87   $15.29   $13.24   $11.62   $10.00    
Value at end of period   $11.12   $19.59   $16.87   $15.29   $13.24   $11.62    
Number of accumulation units outstanding at end of period   2,609,647   1,738,553   846,179   385,118   271,256   56,254    
FIDELITY® VIP EQUITY-INCOME PORTFOLIO                            
(Funds were first received in this option during November 2003)                            
Value at beginning of period   $16.08   $16.03   $13.50   $12.92   $11.73   $10.00    
Value at end of period   $9.10   $16.08   $16.03   $13.50   $12.92   $11.73    
Number of accumulation units outstanding at end of period   622,078   527,371   306,045   189,793   212,082   33,633    
FRANKLIN SMALL CAP VALUE SECURITIES FUND                            
(Funds were first received in this option during January 2004)                            
Value at beginning of period   $18.00   $18.63   $16.08   $14.94   $12.29        
Value at end of period   $11.94   $18.00   $18.63   $16.08   $14.94        
Number of accumulation units outstanding at end of period   335,195   227,462   82,464   36,876   23,539        
ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO                        
(Funds were first received in this option during December 2003)                            
Value at beginning of period   $14.54   $14.99   $12.69   $12.66   $11.62   $10.00    
Value at end of period   $9.07   $14.54   $14.99   $12.69   $12.66   $11.62    
Number of accumulation units outstanding at end of period   19,831   15,883   21,039   23,574   12,503   2,220    
ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO                        
(Funds were first received in this option during November 2003)                            
Value at beginning of period   $16.66   $17.34   $15.17   $14.21   $11.83   $10.00    
Value at end of period   $12.12   $16.66   $17.34   $15.17   $14.21   $11.83    
Number of accumulation units outstanding at end of period   23,647   22,503   19,910   15,825   12,366   1,839    
ING AMERICAN FUNDS BOND PORTFOLIO                            
(Funds were first received in this option during February 2008)                            
Value at beginning of period   $10.04                        
Value at end of period   $8.88                        
Number of accumulation units outstanding at end of period   797,010                        
ING AMERICAN FUNDS GROWTH PORTFOLIO                            
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $12.72   $11.49   $10.59   $9.62            
Value at end of period   $7.01   $12.72   $11.49   $10.59            
Number of accumulation units outstanding at end of period   3,283,375   1,840,857   395,120   64,458            
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO                            
(Funds were first received in this option during September 2005)                            
Value at beginning of period   $11.88   $11.48   $10.12   $9.89            
Value at end of period   $7.27   $11.88   $11.48   $10.12            
Number of accumulation units outstanding at end of period   2,090,037   1,344,331   217,476   55,034            
 
 
 
CFI 15

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO                        
(Funds were first received in this option during October 2005)                        
Value at beginning of period   $15.24   $12.89   $11.00   $10.15        
Value at end of period   $8.68   $15.24   $12.89   $11.00        
Number of accumulation units outstanding at end of period   2,416,919   1,464,666   459,465   59,588        
ING BARON SMALL CAP GROWTH PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $18.55   $17.66   $15.48   $14.56   $11.49   $10.00
Value at end of period   $10.79   $18.55   $17.66   $15.48   $14.56   $11.49
Number of accumulation units outstanding at end of period   501,751   341,743   111,461   48,843   37,769   15,936
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO - CLASS I                        
(Funds were first received in this option during April 2007)                        
Value at beginning of period   $9.80   $10.03                
Value at end of period   $5.92   $9.80                
Number of accumulation units outstanding at end of period   5,753   7,756                
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO - CLASS S                        
(Funds were first received in this option during December 2006)                        
Value at beginning of period   $11.68   $11.05   $11.17            
Value at end of period   $7.04   $11.68   $11.05            
Number of accumulation units outstanding at end of period   105,789   73,825   223            
ING DAVIS NEW YORK VENTURE PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $15.21   $14.75   $13.09   $12.72   $11.85   $10.00
Value at end of period   $9.15   $15.21   $14.75   $13.09   $12.72   $11.85
Number of accumulation units outstanding at end of period   218,068   154,471   24,882   24,007   25,625   11,591
ING EVERGREEN OMEGA PORTFOLIO                        
(Funds were first received in this option during September 2005)                        
Value at beginning of period   $13.08   $11.84   $11.32   $11.03        
Value at end of period   $9.38   $13.08   $11.84   $11.32        
Number of accumulation units outstanding at end of period   14,954   5,798   570   571        
ING JPMORGAN MID CAP VALUE PORTFOLIO                        
(Funds were first received in this option during December 2003)                        
Value at beginning of period   $17.15   $16.92   $14.67   $13.66   $11.44   $10.00
Value at end of period   $11.37   $17.15   $16.92   $14.67   $13.66   $11.44
Number of accumulation units outstanding at end of period   216,162   186,009   76,899   20,517   12,422   1,331
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO                        
(Funds were first received in this option during March 2006)                        
Value at beginning of period   $12.65   $13.02   $12.63            
Value at end of period   $7.59   $12.65   $13.02            
Number of accumulation units outstanding at end of period   26,070   19,653   7,017            
ING LEGG MASON VALUE PORTFOLIO                        
(Funds were first received in this option during September 2005)                        
Value at beginning of period   $11.32   $12.16   $11.54   $10.72        
Value at end of period   $4.99   $11.32   $12.16   $11.54        
Number of accumulation units outstanding at end of period   47,879   39,643   15,582   21,528        
ING LEHMAN BROTHERS U.S. AGGREGATE BOND INDEX® PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $10.05                    
Value at end of period   $10.23                    
Number of accumulation units outstanding at end of period   174,461                    
 
 
 
 
CFI 16

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING LIQUID ASSETS PORTFOLIO                        
(Funds were first received in this option during December 2003)                        
Value at beginning of period   $10.93   $10.52   $10.15   $9.98   $9.99   $10.00
Value at end of period   $11.09   $10.93   $10.52   $10.15   $9.98   $9.99
Number of accumulation units outstanding at end of period   2,579,107   2,670,718   364,855   334,813   407,476   33,869
ING MFS TOTAL RETURN PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $13.96   $13.56   $12.24   $12.01   $10.92   $10.00
Value at end of period   $10.73   $13.96   $13.56   $12.24   $12.01   $10.92
Number of accumulation units outstanding at end of period   370,388   362,569   191,421   268,091   284,682   60,823
ING OPPENHEIMER GLOBAL PORTFOLIO - I CLASS                        
(Funds were first received in this option during April 2005)                        
Value at beginning of period   $14.84   $14.06   $12.04   $10.06        
Value at end of period   $8.77   $14.84   $14.06   $12.04        
Number of accumulation units outstanding at end of period   112,910   138,312   191,418   268,702        
ING OPPENHEIMER GLOBAL PORTFOLIO - S CLASS                        
(Funds were first received in this option during January 2004)                        
Value at beginning of period   $18.62   $17.69   $15.19   $13.54   $12.42    
Value at end of period   $10.97   $18.62   $17.69   $15.19   $13.54    
Number of accumulation units outstanding at end of period   528,888   450,324   189,911   39,128   2,676    
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO                        
(Funds were first received in this option during April 2005)                        
Value at beginning of period   $11.64   $10.83   $10.10   $10.01        
Value at end of period   $9.71   $11.64   $10.83   $10.10        
Number of accumulation units outstanding at end of period   462,364   459,240   142,071   111,177        
ING OPPORTUNISTIC LARGE CAP GROWTH PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $15.50   $13.32   $13.13   $12.16   $11.49   $10.00
Value at end of period   $8.56   $15.50   $13.32   $13.13   $12.16   $11.49
Number of accumulation units outstanding at end of period   18,250   15,795   8,920   6,753   6,239   1,580
ING OPPORTUNISTIC LARGE CAP VALUE PORTFOLIO                        
(Funds were first received in this option during April 2004)                        
Value at beginning of period   $15.39   $15.12   $13.20   $12.48   $11.73    
Value at end of period   $9.78   $15.39   $15.12   $13.20   $12.48    
Number of accumulation units outstanding at end of period   22,072   29,474   3,687   9,749   2,015    
ING PIMCO CORE BOND PORTFOLIO                        
(Funds were first received in this option during December 2003)                        
Value at beginning of period   $12.06   $11.18   $10.82   $10.67   $10.41   $10.00
Value at end of period   $12.44   $12.06   $11.18   $10.82   $10.67   $10.41
Number of accumulation units outstanding at end of period   1,348,558   803,489   31,839   78,592   89,251   1,063
ING PIMCO HIGH YIELD PORTFOLIO                        
(Funds were first received in this option during July 2005)                        
Value at beginning of period   $11.57   $11.36   $10.54   $10.44        
Value at end of period   $8.88   $11.57   $11.36   $10.54        
Number of accumulation units outstanding at end of period   217,608   241,186   68,484   72,101        
ING PIMCO TOTAL RETURN PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $11.91   $10.99   $10.68   $10.56   $10.23   $10.00
Value at end of period   $11.76   $11.91   $10.99   $10.68   $10.56   $10.23
Number of accumulation units outstanding at end of period   405,275   187,300   74,753   57,541   48,780   8,451
 
 
 
 
CFI 17

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING PIONEER FUND PORTFOLIO                        
(Funds were first received in this option during September 2005)                        
Value at beginning of period   $13.24   $12.73   $11.01   $10.68        
Value at end of period   $8.55   $13.24   $12.73   $11.01        
Number of accumulation units outstanding at end of period   143,995   81,210   42,725   9,665        
ING PIONEER MID CAP VALUE PORTFOLIO                        
(Funds were first received in this option during May 2005)                        
Value at beginning of period   $12.69   $12.15   $10.93   $10.34        
Value at end of period   $8.41   $12.69   $12.15   $10.93        
Number of accumulation units outstanding at end of period   574,694   439,052   116,331   349,935        
ING RUSSELLTM MID CAP INDEX PORTFOLIO                        
(Funds were first received in this option during June 2008)                        
Value at beginning of period   $10.55                    
Value at end of period   $6.15                    
Number of accumulation units outstanding at end of period   4,222                    
ING SMALLCAP OPPORTUNITIES PORTFOLIO                        
(Funds were first received in this option during October 2003)                        
Value at beginning of period   $17.06   $15.69   $14.11   $13.09   $12.02   $10.00
Value at end of period   $11.04   $17.06   $15.69   $14.11   $13.09   $12.02
Number of accumulation units outstanding at end of period   68,492   17,518   5,922   11,873   15,225   12,567
ING SOLUTION 2015 PORTFOLIO                        
(Funds were first received in this option during October 2005)                        
Value at beginning of period   $12.15   $11.73   $10.70   $10.37        
Value at end of period   $8.80   $12.15   $11.73   $10.70        
Number of accumulation units outstanding at end of period   955,851   474,713   95,392   14,962        
ING SOLUTION 2025 PORTFOLIO                        
(Funds were first received in this option during March 2006)                        
Value at beginning of period   $12.62   $12.18   $11.18            
Value at end of period   $8.26   $12.62   $12.18            
Number of accumulation units outstanding at end of period   830,584   311,792   115,424            
ING SOLUTION 2035 PORTFOLIO                        
(Funds were first received in this option during July 2005)                        
Value at beginning of period   $13.06   $12.52   $11.08   $10.66        
Value at end of period   $8.14   $13.06   $12.52   $11.08        
Number of accumulation units outstanding at end of period   703,014   412,432   63,845   272        
ING SOLUTION 2045 PORTFOLIO                        
(Funds were first received in this option during November 2005)                        
Value at beginning of period   $13.47   $12.86   $11.29   $10.96        
Value at end of period   $8.02   $13.47   $12.86   $11.29        
Number of accumulation units outstanding at end of period   61,882   40,722   4,265   429        
ING SOLUTION INCOME PORTFOLIO                        
(Funds were first received in this option during March 2006)                        
Value at beginning of period   $11.43   $10.97   $10.45            
Value at end of period   $9.43   $11.43   $10.97            
Number of accumulation units outstanding at end of period   375,155   245,892   14,781            
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO                    
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $16.84   $15.06   $13.96   $12.94   $12.04   $10.00
Value at end of period   $9.46   $16.84   $15.06   $13.96   $12.94   $12.04
Number of accumulation units outstanding at end of period   183,107   83,768   38,635   17,356   17,517   17,688
 
 
 
 
CFI 18

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO                        
(Funds were first received in this option during May 2005)                        
Value at beginning of period   $12.85   $12.60   $10.68   $10.24        
Value at end of period   $8.18   $12.85   $12.60   $10.68        
Number of accumulation units outstanding at end of period   426,558   275,482   67,732   1,282,187        
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO                        
(Funds were first received in this option during August 2003)                        
Value at beginning of period   $15.93   $14.68   $13.12   $12.51   $11.51   $10.00
Value at end of period   $9.09   $15.93   $14.68   $13.12   $12.51   $11.51
Number of accumulation units outstanding at end of period   243,928   191,979   96,215   54,334   43,509   23,821
ING THORNBURG VALUE PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $15.42   $14.56   $12.62   $12.59   $11.29   $10.00
Value at end of period   $9.18   $15.42   $14.56   $12.62   $12.59   $11.29
Number of accumulation units outstanding at end of period   46,149   42,012   10,044   3,259   10,060   7,006
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $15.57   $15.59   $13.77   $12.76   $11.25   $10.00
Value at end of period   $9.25   $15.57   $15.59   $13.77   $12.76   $11.25
Number of accumulation units outstanding at end of period   50,963   47,206   20,921   5,459   2,607   376
ING VAN KAMPEN COMSTOCK PORTFOLIO                        
(Funds were first received in this option during October 2003)                        
Value at beginning of period   $15.22   $15.73   $13.71   $13.39   $11.58   $10.00
Value at end of period   $9.57   $15.22   $15.73   $13.71   $13.39   $11.58
Number of accumulation units outstanding at end of period   277,870   299,163   221,441   186,953   159,722   68,495
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - I CLASS                        
(Funds were first received in this option during April 2005)                        
Value at beginning of period   $12.48   $12.17   $10.91   $10.06        
Value at end of period   $9.46   $12.48   $12.17   $10.91        
Number of accumulation units outstanding at end of period   16,203   20,963   29,556   33,096        
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - S CLASS                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $15.26   $14.92   $13.41   $12.57   $11.48   $10.00
Value at end of period   $11.55   $15.26   $14.92   $13.41   $12.57   $11.48
Number of accumulation units outstanding at end of period   736,747   729,065   340,065   78,983   7,449   758
ING VP BALANCED PORTFOLIO, INC.                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $13.89   $13.33   $12.28   $11.93   $11.05   $10.00
Value at end of period   $9.87   $13.89   $13.33   $12.28   $11.93   $11.05
Number of accumulation units outstanding at end of period   230,199   191,757   123,350   119,146   136,377   33,289
ING VP BLACKROCK GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO                        
(Funds were first received in this option during August 2005)                        
Value at beginning of period   $15.98   $13.58   $12.85   $11.72        
Value at end of period   $9.49   $15.98   $13.58   $12.85        
Number of accumulation units outstanding at end of period   95,314   35,920   3,233   495        
ING VP GROWTH AND INCOME PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $15.78   $14.88   $13.22   $12.37   $11.55   $10.00
Value at end of period   $9.72   $15.78   $14.88   $13.22   $12.37   $11.55
Number of accumulation units outstanding at end of period   292,483   220,031   113,210   40,801   36,511   11,076
 
 
 
 
CFI 19

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO                        
(Funds were first received in this option during April 2006)                        
Value at beginning of period   $11.71   $10.94   $10.02            
Value at end of period   $6.51   $11.71   $10.94            
Number of accumulation units outstanding at end of period   287,615   282,656   84,571            
ING VP INDEX PLUS LARGECAP PORTFOLIO                        
(Funds were first received in this option during August 2003)                        
Value at beginning of period   $15.31   $14.76   $13.05   $12.53   $11.48   $10.00
Value at end of period   $9.49   $15.31   $14.76   $13.05   $12.53   $11.48
Number of accumulation units outstanding at end of period   347,967   334,862   264,313   190,007   176,155   82,960
ING VP INDEX PLUS MIDCAP PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $16.90   $16.21   $15.01   $13.68   $11.87   $10.00
Value at end of period   $10.42   $16.90   $16.21   $15.01   $13.68   $11.87
Number of accumulation units outstanding at end of period   451,301   383,276   284,157   182,262   167,574   34,454
ING VP INDEX PLUS SMALLCAP PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $15.97   $17.26   $15.36   $14.45   $11.99   $10.00
Value at end of period   $10.49   $15.97   $17.26   $15.36   $14.45   $11.99
Number of accumulation units outstanding at end of period   211,659   225,294   164,081   116,762   102,531   23,838
ING VP INTERMEDIATE BOND PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $11.75   $11.23   $10.93   $10.72   $10.36   $10.00
Value at end of period   $10.62   $11.75   $11.23   $10.93   $10.72   $10.36
Number of accumulation units outstanding at end of period   4,087,996   3,097,195   816,196   196,383   115,446   12,127
ING VP INTERNATIONAL VALUE PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $21.52   $19.23   $15.08   $13.97   $12.05   $10.00
Value at end of period   $12.29   $21.52   $19.23   $15.08   $13.97   $12.05
Number of accumulation units outstanding at end of period   407,630   308,600   121,448   64,182   33,591   8,311
ING VP MIDCAP OPPORTUNITIES PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $18.51   $14.90   $13.99   $12.83   $11.66   $10.00
Value at end of period   $11.41   $18.51   $14.90   $13.99   $12.83   $11.66
Number of accumulation units outstanding at end of period   258,709   46,761   8,988   5,663   8,666   121
ING VP SMALL COMPANY PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $17.52   $16.75   $14.57   $13.37   $11.84   $10.00
Value at end of period   $11.93   $17.52   $16.75   $14.57   $13.37   $11.84
Number of accumulation units outstanding at end of period   211,209   69,019   48,264   29,546   28,245   11,108
ING VP SMALLCAP OPPORTUITIES PORTFOLIO                        
(Funds were first received in this option during October 2003)                        
Value at beginning of period   $17.06   $15.69   $14.11   $13.09   $12.02   $10.00
Value at end of period   $11.04   $17.06   $15.69   $14.11   $13.09   $12.02
Number of accumulation units outstanding at end of period   68,492   20,519   12,443   11,873   15,225   12,567
ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO                        
(Funds were first received in this option during August 2005)                        
Value at beginning of period   $15.02   $14.38   $13.43   $13.29        
Value at end of period   $11.31   $15.02   $14.38   $13.43        
Number of accumulation units outstanding at end of period   51,178   35,099   10,595   727        
 
 
 
 
CFI 20

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003    
 
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO                            
(Funds were first received in this option during August 2005)                            
Value at beginning of period   $18.03   $17.38   $15.55   $15.13            
Value at end of period   $11.39   $18.03   $17.38   $15.55            
Number of accumulation units outstanding at end of period   13,948   9,397   2,534   639            
ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO                            
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $16.52   $15.86   $14.46   $14.02            
Value at end of period   $11.35   $16.52   $15.86   $14.46            
Number of accumulation units outstanding at end of period   15,514   19,320   13,646   12,107            
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX                            
PORTFOLIO                            
(Funds were first received in this option during February 2008)                            
Value at beginning of period   $10.15                        
Value at end of period   $6.10                        
Number of accumulation units outstanding at end of period   46,058                        
OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA                            
(Funds were first received in this option during August 2005)                            
Value at beginning of period   $18.78   $19.24   $16.95   $16.21            
Value at end of period   $11.52   $18.78   $19.24   $16.95            
Number of accumulation units outstanding at end of period   34,471   33,785   14,877   825            
PIMCO VIT REAL RETURN PORTFOLIO                            
(Funds were first received in this option during July 2005)                            
Value at beginning of period   $10.96   $10.01   $10.03   $9.89            
Value at end of period   $10.08   $10.96   $10.01   $10.03            
Number of accumulation units outstanding at end of period   403,614   106,006   33,775   4,131            
PIONEER EQUITY INCOME VCT PORTFOLIO                            
(Funds were first received in this option during August 2003)                            
Value at beginning of period   $16.39   $16.47   $13.62   $13.04   $11.35   $10.00    
Value at end of period   $11.28   $16.39   $16.47   $13.62   $13.04   $11.35    
Number of accumulation units outstanding at end of period   713,197   522,403   187,682   59,289   11,729   2,083    
 
 
 
Separate Account Annual Charges of 1.10 %
 
    2008   2007   2006   2005   2004   2003   2002
 
FIDELITY® VIP CONTRAFUND® PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $18.51   $15.96   $14.48   $12.55   $11.02   $8.69   $9.72
Value at end of period   $10.49   $18.51   $15.96   $14.48   $12.55   $11.02   $8.69
Number of accumulation units outstanding at end of period   86,121   110,156   121,820   31,128   8,167   9,123   538
FIDELITY® VIP EQUITY-INCOME PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $13.81   $13.79   $11.62   $11.13   $10.12   $7.87   $9.60
Value at end of period   $7.81   $13.81   $13.79   $11.62   $11.13   $10.12   $7.87
Number of accumulation units outstanding at end of period   32,253   37,783   36,354   23,542   3,418   3,417   749
 
 
 
 
CFI 21

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
FRANKLIN SMALL CAP VALUE SECURITIES FUND                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $17.21   $17.83   $15.41   $15.27           $9.98
Value at end of period   $11.40   $17.21   $17.83   $15.41           $8.96
Number of accumulation units outstanding at end of period   8,901   11,590   12,150   11,321           0
ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO                        
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $12.28   $12.67   $10.74   $10.72   $9.85   $7.58   $9.94
Value at end of period   $7.65   $12.28   $12.67   $10.74   $10.72   $9.85   $7.58
Number of accumulation units outstanding at end of period   344   304   303   0   1,106   1,097   0
ING AMERICAN FUNDS BOND PORTFOLIO                            
(Funds were first received in this option during August 2008)                            
Value at beginning of period   $9.69                        
Value at end of period   $8.87                        
Number of accumulation units outstanding at end of period   21,168                        
ING AMERICAN FUNDS GROWTH PORTFOLIO                            
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $16.36   $14.80   $13.65   $12.62            
Value at end of period   $9.01   $16.36   $14.80   $13.65            
Number of accumulation units outstanding at end of period   47,047   64,971   78,726   25,553            
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO                            
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $14.57   $14.10   $12.44   $11.84            
Value at end of period   $8.91   $14.57   $14.10   $12.44            
Number of accumulation units outstanding at end of period   47,612   58,561   63,105   7,933            
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO                            
(Funds were first received in this option during December 2005)                            
Value at beginning of period   $22.56   $19.10   $16.32   $15.62            
Value at end of period   $12.84   $22.56   $19.10   $16.32            
Number of accumulation units outstanding at end of period   12,963   13,046   13,379   824            
ING BARON SMALL CAP GROWTH PORTFOLIO                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $18.45   $17.58   $15.42   $14.53   $11.48   $8.70   $10.00
Value at end of period   $10.72   $18.45   $17.58   $15.42   $14.53   $11.48   $8.70
Number of accumulation units outstanding at end of period   5,406   7,298   12,438   7,212   463   501   0
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO - CLASS S                        
(Funds were first received in this option during December 2006)                            
Value at beginning of period   $10.96   $10.38   $10.49                
Value at end of period   $6.60   $10.96   $10.38                
Number of accumulation units outstanding at end of period   11,417   11,316   1,732                
ING DAVIS NEW YORK VENTURE PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $13.13   $12.75   $11.32   $11.41           $9.99
Value at end of period   $7.89   $13.13   $12.75   $11.32           $7.38
Number of accumulation units outstanding at end of period   0   352   516   204           0
ING EVERGREEN OMEGA PORTFOLIO                            
(Funds were first received in this option during December 2005)                            
Value at beginning of period   $13.05   $11.82   $11.32   $11.51            
Value at end of period   $9.35   $13.05   $11.82   $11.32            
Number of accumulation units outstanding at end of period   279   323   343   317            
 
 
 
 
CFI 22

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING GLOBAL REAL ESTATE PORTFOLIO                            
(Funds were first received in this option during September 2008)                            
Value at beginning of period   $8.30                        
Value at end of period   $5.70                        
Number of accumulation units outstanding at end of period   6,800                        
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO                            
(Funds were first received in this option during June 2008)                            
Value at beginning of period   $10.11                        
Value at end of period   $5.24                        
Number of accumulation units outstanding at end of period   5,814                        
ING JPMORGAN MID CAP VALUE PORTFOLIO                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $17.62   $17.41   $15.11   $15.09           $10.00
Value at end of period   $11.67   $17.62   $17.41   $15.11           $9.18
Number of accumulation units outstanding at end of period   5,840   10,630   9,961   3,129           0
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO                            
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $13.60   $14.02   $12.88   $12.33            
Value at end of period   $8.16   $13.60   $14.02   $12.88            
Number of accumulation units outstanding at end of period   4,569   4,525   5,341   1,138            
ING LEGG MASON VALUE PORTFOLIO                            
(Funds were first received in this option during August 2005)                            
Value at beginning of period   $9.94   $10.70   $10.16   $9.77            
Value at end of period   $4.38   $9.94   $10.70   $10.16            
Number of accumulation units outstanding at end of period   2,623   3,882   15,696   7,230            
ING LEHMAN BROTHERS U.S. AGGREGATE BOND INDEX® PORTFOLIO                        
(Funds were first received in this option during September 2008)                            
Value at beginning of period   $10.00                        
Value at end of period   $10.22                        
Number of accumulation units outstanding at end of period   910                        
ING LIQUID ASSETS PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $17.93   $17.28   $16.69   $16.50           $16.45
Value at end of period   $18.17   $17.93   $17.28   $16.69           $16.51
Number of accumulation units outstanding at end of period   20,586   19,582   12,197   1,000           0
ING MFS TOTAL RETURN PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $28.99   $28.19   $25.46   $25.02   $22.77   $19.72   $21.01
Value at end of period   $22.27   $28.99   $28.19   $25.46   $25.02   $22.77   $19.72
Number of accumulation units outstanding at end of period   19,745   21,039   23,098   12,268   4,413   3,200   0
ING OPPENHEIMER GLOBAL PORTFOLIO - I CLASS                            
(Funds were first received in this option during April 2005)                            
Value at beginning of period   $14.79   $14.04   $12.03   $10.06            
Value at end of period   $8.73   $14.79   $14.04   $12.03            
Number of accumulation units outstanding at end of period   1,261   1,261   4,171   6,672            
ING OPPENHEIMER GLOBAL PORTFOLIO - S CLASS                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $16.93   $16.09   $13.84   $12.23           $10.00
Value at end of period   $9.96   $16.93   $16.09   $13.84           $8.33
Number of accumulation units outstanding at end of period   29,436   38,005   49,555   25,663           0
 
 
 
 
CFI 23

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO                            
(Funds were first received in this option during April 2005)                            
Value at beginning of period   $11.61   $10.81   $10.10   $10.01            
Value at end of period   $9.67   $11.61   $10.81   $10.10            
Number of accumulation units outstanding at end of period   7,112   8,147   9,614   5,235            
ING OPPORTUNISTIC LARGE CAP GROWTH PORTFOLIO                            
(Funds were first received in this option during January 2007)                            
Value at beginning of period   $11.96   $10.57                    
Value at end of period   $6.60   $11.96                    
Number of accumulation units outstanding at end of period   2,439   2,183                    
ING PIMCO CORE BOND PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $15.78   $14.64   $14.20               $12.12
Value at end of period   $16.26   $15.78   $14.64               $13.03
Number of accumulation units outstanding at end of period   2,755   1,735   1,799               0
ING PIMCO HIGH YIELD PORTFOLIO                            
(Funds were first received in this option during November 2005)                            
Value at beginning of period   $11.54   $11.35   $10.53   $10.40            
Value at end of period   $8.84   $11.54   $11.35   $10.53            
Number of accumulation units outstanding at end of period   15,574   17,386   15,686   1,439            
ING PIMCO TOTAL RETURN PORTFOLIO                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $12.80   $11.83   $11.50   $11.39   $11.04   $10.73   $10.00
Value at end of period   $12.64   $12.80   $11.83   $11.50   $11.39   $11.04   $10.73
Number of accumulation units outstanding at end of period   4,649   5,609   5,380   2,507   1,151   1,151   0
ING PIONEER FUND PORTFOLIO                            
(Funds were first received in this option during June 2005)                            
Value at beginning of period   $13.20   $12.71   $11.00   $10.43            
Value at end of period   $8.52   $13.20   $12.71   $11.00            
Number of accumulation units outstanding at end of period   0   435   1,163   807            
ING PIONEER MID CAP VALUE PORTFOLIO                            
(Funds were first received in this option during September 2005)                            
Value at beginning of period   $12.66   $12.13   $10.92   $10.86            
Value at end of period   $8.37   $12.66   $12.13   $10.92            
Number of accumulation units outstanding at end of period   12,720   18,770   17,805   17,745            
ING SOLUTION 2015 PORTFOLIO                            
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $12.12   $11.71   $10.69   $10.39            
Value at end of period   $8.76   $12.12   $11.71   $10.69            
Number of accumulation units outstanding at end of period   26,283   36,351   36,516   15,279            
ING SOLUTION 2025 PORTFOLIO                            
(Funds were first received in this option during July 2006)                            
Value at beginning of period   $12.58   $12.16   $11.16                
Value at end of period   $8.23   $12.58   $12.16                
Number of accumulation units outstanding at end of period   844   877   888                
ING SOLUTION 2045 PORTFOLIO                            
(Funds were first received in this option during September 2006)                            
Value at beginning of period       $12.84   $12.00                
Value at end of period       $13.44   $12.84                
Number of accumulation units outstanding at end of period       0   10,191                
 
 
 
 
CFI 24

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING SOLUTION INCOME PORTFOLIO                            
(Funds were first received in this option during October 2007)                            
Value at beginning of period   $11.40   $11.53                    
Value at end of period   $9.39   $11.40                    
Number of accumulation units outstanding at end of period   2,798   2,796                    
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO                        
(Funds were first received in this option during August 2008)                            
Value at beginning of period   $9.70                        
Value at end of period   $7.28                        
Number of accumulation units outstanding at end of period   1,665                        
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO                        
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $13.63   $12.20   $11.95       $9.78   $6.84   $9.90
Value at end of period   $7.65   $13.63   $12.20       $9.90   $9.78   $6.84
Number of accumulation units outstanding at end of period   3,456   3,457   3,522       0   439   0
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO                            
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $12.82   $12.58   $10.68   $10.25            
Value at end of period   $8.15   $12.82   $12.58   $10.68            
Number of accumulation units outstanding at end of period   55,956   56,464   50,900   11,952            
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $13.34   $12.30   $11.01   $10.51   $9.68   $7.50   $9.91
Value at end of period   $7.60   $13.34   $12.30   $11.01   $10.51   $9.68   $7.50
Number of accumulation units outstanding at end of period   13,434   20,025   11,264   1,294   1,607   1,595   0
ING TEMPLETON FOREIGN EQUITY PORTFOLIO                            
(Funds were first received in this option during April 2008)                            
Value at beginning of period   $10.20                        
Value at end of period   $6.28                        
Number of accumulation units outstanding at end of period   6,283                        
ING THORNBURG VALUE PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $11.74   $11.09   $9.77               $9.91
Value at end of period   $6.98   $11.74   $11.09               $6.83
Number of accumulation units outstanding at end of period   3,946   4,078   4,200               0
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $12.44   $12.46   $11.02   $10.22   $9.02   $7.32   $9.91
Value at end of period   $7.38   $12.44   $12.46   $11.02   $10.22   $9.02   $7.32
Number of accumulation units outstanding at end of period   17,652   17,301   18,074   8,461   2,042   2,041   0
ING VAN KAMPEN CAPITAL GROWTH PORTFOLIO                            
(Funds were first received in this option during April 2008)                            
Value at beginning of period   $10.40                        
Value at end of period   $5.50                        
Number of accumulation units outstanding at end of period   1,503                        
ING VAN KAMPEN COMSTOCK PORTFOLIO                            
(Funds were first received in this option during May 2002)                            
Value at beginning of period   $13.96   $14.44   $12.60   $12.31   $11.27       $10.00
Value at end of period   $8.77   $13.96   $14.44   $12.60   $12.31       $8.32
Number of accumulation units outstanding at end of period   16,939   21,660   24,727   4,552   1,637       0
 
 
 
 
CFI 25

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - I CLASS                            
(Funds were first received in this option during April 2005)                            
Value at beginning of period   $12.44   $12.15   $10.90   $10.06            
Value at end of period   $9.43   $12.44   $12.15   $10.90            
Number of accumulation units outstanding at end of period   5,414   5,416   5,415   5,416            
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - S CLASS                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $12.50   $12.23   $11.00   $10.74           $9.88
Value at end of period   $9.45   $12.50   $12.23   $11.00           $7.51
Number of accumulation units outstanding at end of period   38,897   48,789   57,352   34,481           0
ING VP BALANCED PORTFOLIO, INC.                            
(Funds were first received in this option during September 2003)                            
Value at beginning of period   $14.17   $13.61   $12.55   $12.20   $11.31   $10.00    
Value at end of period   $10.05   $14.17   $13.61   $12.55   $12.20   $11.31    
Number of accumulation units outstanding at end of period   13,190   15,208   17,742   13,357   1,296   1,273    
ING VP BLACKROCK GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO                        
(Funds were first received in this option during December 2005)                            
Value at beginning of period   $15.94   $13.56   $12.84   $12.73            
Value at end of period   $9.45   $15.94   $13.56   $12.84            
Number of accumulation units outstanding at end of period   10,112   10,654   12,983   447            
ING VP GROWTH AND INCOME PORTFOLIO                            
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $16.47   $15.55   $13.82   $13.22            
Value at end of period   $10.13   $16.47   $15.55   $13.82            
Number of accumulation units outstanding at end of period   12,283   13,618   14,396   5,517            
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO                            
(Funds were first received in this option during April 2006)                            
Value at beginning of period   $11.69   $10.93   $10.02                
Value at end of period   $6.50   $11.69   $10.93                
Number of accumulation units outstanding at end of period   7,472   12,180   9,405                
ING VP INDEX PLUS LARGECAP PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $12.01   $11.59   $10.26   $9.86   $9.05   $7.27   $9.39
Value at end of period   $7.44   $12.01   $11.59   $10.26   $9.86   $9.05   $7.27
Number of accumulation units outstanding at end of period   16,874   17,231   16,698   2,654   2,520   10,670   564
ING VP INDEX PLUS MIDCAP PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $15.91   $15.28   $14.16   $12.92   $11.23   $8.59   $9.90
Value at end of period   $9.80   $15.91   $15.28   $14.16   $12.92   $11.23   $8.59
Number of accumulation units outstanding at end of period   9,834   13,262   17,014   7,027   2,520   1,568   481
ING VP INDEX PLUS SMALLCAP PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $15.43   $16.69   $14.87   $14.05   $11.63   $8.66   $10.11
Value at end of period   $10.12   $15.43   $16.69   $14.87   $12.24   $11.63   $8.66
Number of accumulation units outstanding at end of period   4,556   4,701   5,994   836   0   542   0
ING VP INTERMEDIATE BOND PORTFOLIO                            
(Funds were first received in this option during October 2004)                            
Value at beginning of period   $12.64   $12.09   $11.78   $11.57   $11.53        
Value at end of period   $11.42   $12.64   $12.09   $11.78   $11.57        
Number of accumulation units outstanding at end of period   27,344   43,725   38,570   4,476   925        
 
 
 
 
CFI 26

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003   2002
 
ING VP INTERNATIONAL VALUE PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $19.26   $17.22   $13.52   $12.53   $11.81       $10.01
Value at end of period   $10.99   $19.26   $17.22   $13.52   $12.53       $8.44
Number of accumulation units outstanding at end of period   12,551   18,517   19,176   2,353   568       0
ING VP MIDCAP OPPORTUNITIES PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $15.42   $12.43   $12.95               $9.85
Value at end of period   $9.50   $15.42   $12.43               $7.21
Number of accumulation units outstanding at end of period   1,409   1,213   1,179               0
ING VP SMALL COMPANY PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $15.12   $14.46   $12.60   $11.58   $10.26   $7.53   $9.95
Value at end of period   $10.28   $15.12   $14.46   $12.60   $11.58   $10.26   $7.53
Number of accumulation units outstanding at end of period   3,638   3,743   3,843   2,162   2,964   3,101   0
ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO                        
(Funds were first received in this option during October 2007)                            
Value at beginning of period   $14.98   $15.09                    
Value at end of period   $11.27   $14.98                    
Number of accumulation units outstanding at end of period   2,137   2,137                    
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO                            
(Funds were first received in this option during December 2005)                            
Value at beginning of period   $17.98   $17.35   $15.54   $15.61            
Value at end of period   $11.35   $17.98   $17.35   $15.54            
Number of accumulation units outstanding at end of period   612   932   946   322            
ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO                            
(Funds were first received in this option during October 2005)                            
Value at beginning of period   $16.48   $15.83   $14.45   $13.88            
Value at end of period   $11.31   $16.48   $15.83   $14.45            
Number of accumulation units outstanding at end of period   2,832   3,724   5,714   2,644            
OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA                            
(Funds were first received in this option during December 2005)                            
Value at beginning of period   $18.73   $19.20   $16.93   $17.10            
Value at end of period   $11.48   $18.73   $19.20   $16.93            
Number of accumulation units outstanding at end of period   867   980   1,482   123            
PIMCO VIT REAL RETURN PORTFOLIO                            
(Funds were first received in this option during November 2005)                            
Value at beginning of period   $10.93   $10.00   $10.03   $9.99            
Value at end of period   $10.05   $10.93   $10.00   $10.03            
Number of accumulation units outstanding at end of period   2,540   2,308   2,268   3,823            
PIONEER EQUITY INCOME VCT PORTFOLIO                            
(Funds were first received in this option during January 2002)                            
Value at beginning of period   $14.36   $14.44   $11.95   $11.45   $9.98   $8.25   $9.94
Value at end of period   $9.87   $14.36   $14.44   $11.95   $11.45   $9.98   $8.25
Number of accumulation units outstanding at end of period   24,245   27,908   24,210   9,715   4,026   3,655   0
 
 
 
 
CFI 27

Condensed Financial Information (continued)
 
 
 
 
Separate Account Annual Charges of 1.20%
 
    2008   2007   2006   2005   2004   2003
 
FIDELITY® VIP CONTRAFUND® PORTFOLIO                        
(Funds were first received in this option during December 2003)                        
Value at beginning of period   $19.42   $16.76   $15.22   $13.21   $11.61   $10.00
Value at end of period   $11.00   $19.42   $16.76   $15.22   $13.21   $11.61
Number of accumulation units outstanding at end of period   679,945   509,400   360,881   158,399   102,926   30,076
FIDELITY® VIP EQUITY-INCOME PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $15.93   $15.92   $13.44   $12.88   $11.72   $10.00
Value at end of period   $9.00   $15.93   $15.92   $13.44   $12.88   $11.72
Number of accumulation units outstanding at end of period   97,876   68,774   32,915   23,551   19,567   608
FRANKLIN SMALL CAP VALUE SECURITIES FUND                        
(Funds were first received in this option during January 2004)                        
Value at beginning of period   $17.84   $18.50   $16.01   $14.89   $12.45    
Value at end of period   $11.81   $17.84   $18.50   $16.01   $14.89    
Number of accumulation units outstanding at end of period   165,927   117,874   56,765   18,533   11,429    
ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO                        
(Funds were first received in this option during December 2003)                        
Value at beginning of period   $14.41   $14.89   $12.63   $12.62   $11.61   $10.00
Value at end of period   $8.97   $14.41   $14.89   $12.63   $12.62   $11.61
Number of accumulation units outstanding at end of period   7,944   3,405   3,506   5,592   4,665   614
ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $16.52   $17.22   $15.10   $14.17   $11.82   $10.00
Value at end of period   $11.98   $16.52   $17.22   $15.10   $14.17   $11.82
Number of accumulation units outstanding at end of period   3,134   1,038   621   1,351   1,351   495
ING AMERICAN FUNDS BOND PORTFOLIO                        
(Funds were first received in this option during February 2008)                        
Value at beginning of period   $9.86                    
Value at end of period   $8.87                    
Number of accumulation units outstanding at end of period   196,521                    
ING AMERICAN FUNDS GROWTH PORTFOLIO                        
(Funds were first received in this option during December 2005)                        
Value at beginning of period   $12.66   $11.46   $10.58   $10.57        
Value at end of period   $6.97   $12.66   $11.46   $10.58        
Number of accumulation units outstanding at end of period   657,871   400,872   147,470   1,962        
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO                        
(Funds were first received in this option during January 2006)                        
Value at beginning of period   $11.82   $11.45   $10.21            
Value at end of period   $7.22   $11.82   $11.45            
Number of accumulation units outstanding at end of period   247,020   150,001   84,792            
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO                        
(Funds were first received in this option during September 2005)                        
Value at beginning of period   $15.17   $12.86   $10.99   $10.13        
Value at end of period   $8.62   $15.17   $12.86   $10.99        
Number of accumulation units outstanding at end of period   367,881   185,259   49,006   1,722        
ING BARON SMALL CAP GROWTH PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $18.38   $17.54   $15.40   $14.52   $11.48   $10.00
Value at end of period   $10.67   $18.38   $17.54   $15.40   $14.52   $11.48
Number of accumulation units outstanding at end of period   170,621   142,690   56,329   13,234   11,139   6,977
 
 
CFI 28

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO - CLASS S                        
(Funds were first received in this option during December 2006)                        
Value at beginning of period   $10.94   $10.38   $10.49            
Value at end of period   $6.59   $10.94   $10.38            
Number of accumulation units outstanding at end of period   4,370   1,113   289            
ING DAVIS NEW YORK VENTURE PORTFOLIO                        
(Funds were first received in this option during February 2004)                        
Value at beginning of period   $15.08   $14.65   $13.02   $12.69   $12.58    
Value at end of period   $9.05   $15.08   $14.65   $13.02   $12.69    
Number of accumulation units outstanding at end of period   12,388   4,671   4,863   1,002   1,001    
ING EVERGREEN OMEGA PORTFOLIO                        
(Funds were first received in this option during June 2005)                        
Value at beginning of period   $13.01   $11.80   $11.31   $10.74        
Value at end of period   $9.31   $13.01   $11.80   $11.31        
Number of accumulation units outstanding at end of period   713   457   457   601        
ING FOCUS 5 PORTFOLIO                        
(Funds were first received in this option during November 2008)                        
Value at beginning of period   $5.21                    
Value at end of period   $6.41                    
Number of accumulation units outstanding at end of period   3,846                    
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $10.32                    
Value at end of period   $6.79                    
Number of accumulation units outstanding at end of period   7,749                    
ING GLOBAL REAL ESTATE PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $9.99                    
Value at end of period   $5.70                    
Number of accumulation units outstanding at end of period   286,038                    
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $10.54                    
Value at end of period   $5.24                    
Number of accumulation units outstanding at end of period   161,656                    
ING JPMORGAN MID CAP VALUE PORTFOLIO                        
(Funds were first received in this option during December 2003)                        
Value at beginning of period   $16.99   $16.81   $14.60   $13.62   $11.43   $10.00
Value at end of period   $11.24   $16.99   $16.81   $14.60   $13.62   $11.43
Number of accumulation units outstanding at end of period   71,089   68,220   57,811   30,370   11,367   2,830
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO                        
(Funds were first received in this option during February 2006)                        
Value at beginning of period   $12.58   $12.98   $12.31            
Value at end of period   $7.54   $12.58   $12.98            
Number of accumulation units outstanding at end of period   6,231   6,286   7,257            
ING LEGG MASON VALUE PORTFOLIO                        
(Funds were first received in this option during September 2005)                        
Value at beginning of period   $11.26   $12.12   $11.52   $10.71        
Value at end of period   $4.95   $11.26   $12.12   $11.52        
Number of accumulation units outstanding at end of period   1,884   0   2,591   2,591        
 
 
 
 
CFI 29

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING LEHMAN BROTHERS U.S. AGGREGATE BOND INDEX® PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $10.00                    
Value at end of period   $10.22                    
Number of accumulation units outstanding at end of period   41,528                    
ING LIQUID ASSETS PORTFOLIO                        
(Funds were first received in this option during December 2003)                        
Value at beginning of period   $10.83   $10.45   $10.10   $9.95   $9.98   $10.00
Value at end of period   $10.96   $10.83   $10.45   $10.10   $9.95   $9.98
Number of accumulation units outstanding at end of period   195,690   123,786   24,130   40,551   1,668   1,668
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $10.46                    
Value at end of period   $5.37                    
Number of accumulation units outstanding at end of period   46,099                    
ING MFS TOTAL RETURN PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $13.84   $13.47   $12.18   $11.98   $10.91   $10.00
Value at end of period   $10.62   $13.84   $13.47   $12.18   $11.98   $10.91
Number of accumulation units outstanding at end of period   62,601   71,516   85,526   56,708   32,200   12,607
ING MFS UTILITIES PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $10.62                    
Value at end of period   $6.57                    
Number of accumulation units outstanding at end of period   86,397                    
ING OPPENHEIMER GLOBAL PORTFOLIO - I CLASS                        
(Funds were first received in this option during April 2005)                        
Value at beginning of period   $14.75   $14.01   $12.02   $10.06        
Value at end of period   $8.70   $14.75   $14.01   $12.02        
Number of accumulation units outstanding at end of period   36,939   54,370   59,156   87,171        
ING OPPENHEIMER GLOBAL PORTFOLIO - S CLASS                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $18.45   $17.56   $15.12   $13.51   $11.89   $10.00
Value at end of period   $10.85   $18.45   $17.56   $15.12   $13.51   $11.89
Number of accumulation units outstanding at end of period   164,794   172,735   120,893   32,951   2,348   2,102
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO                        
(Funds were first received in this option during April 2005)                        
Value at beginning of period   $11.58   $10.79   $10.09   $10.01        
Value at end of period   $9.64   $11.58   $10.79   $10.09        
Number of accumulation units outstanding at end of period   85,178   68,289   35,991   34,020        
ING OPPORTUNISTIC LARGE CAP GROWTH PORTFOLIO                        
(Funds were first received in this option during December 2007)                        
Value at beginning of period   $15.36   $15.62                
Value at end of period   $8.47   $15.36                
Number of accumulation units outstanding at end of period   4,996   4,081                
ING OPPORTUNISTIC LARGE CAP VALUE PORTFOLIO                        
(Funds were first received in this option during February 2004)                        
Value at beginning of period   $15.25   $15.02   $13.13   $12.45   $11.89    
Value at end of period   $9.67   $15.25   $15.02   $13.13   $12.45    
Number of accumulation units outstanding at end of period   2,091   2,523   1,858   1,859   2,690    
 
 
 
 
CFI 30

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING PIMCO CORE BOND PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $11.95   $11.10   $10.77   $10.64   $10.27   $10.00
Value at end of period   $12.31   $11.95   $11.10   $10.77   $10.64   $10.27
Number of accumulation units outstanding at end of period   19,911   3,730   5,591   6,180   5,051   3,244
ING PIMCO HIGH YIELD PORTFOLIO                        
(Funds were first received in this option during August 2005)                        
Value at beginning of period   $11.51   $11.33   $10.52   $10.44        
Value at end of period   $8.81   $11.51   $11.33   $10.52        
Number of accumulation units outstanding at end of period   31,363   23,496   6,814   1,705        
ING PIMCO TOTAL RETURN PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $11.80   $10.92   $10.62   $10.53   $10.22   $10.00
Value at end of period   $11.64   $11.80   $10.92   $10.62   $10.53   $10.22
Number of accumulation units outstanding at end of period   70,639   45,568   43,588   45,286   33,200   28,461
ING PIONEER FUND PORTFOLIO                        
(Funds were first received in this option during September 2005)                        
Value at beginning of period   $13.17   $12.68   $11.00   $10.67        
Value at end of period   $8.49   $13.17   $12.68   $11.00        
Number of accumulation units outstanding at end of period   17,117   9,553   9,743   1,989        
ING PIONEER MID CAP VALUE PORTFOLIO                        
(Funds were first received in this option during May 2005)                        
Value at beginning of period   $12.63   $12.11   $10.91   $10.36        
Value at end of period   $8.34   $12.63   $12.11   $10.91        
Number of accumulation units outstanding at end of period   222,771   175,655   54,643   21,587        
ING SOLUTION 2015 PORTFOLIO                        
(Funds were first received in this option during April 2006)                        
Value at beginning of period   $12.08   $11.69   $11.03            
Value at end of period   $8.73   $12.08   $11.69            
Number of accumulation units outstanding at end of period   153,943   111,208   31,400            
ING SOLUTION 2025 PORTFOLIO                        
(Funds were first received in this option during August 2006)                        
Value at beginning of period   $12.55   $12.14   $11.19            
Value at end of period   $8.20   $12.55   $12.14            
Number of accumulation units outstanding at end of period   98,795   89,335   7,323            
ING SOLUTION 2035 PORTFOLIO                        
(Funds were first received in this option during June 2006)                        
Value at beginning of period   $12.99   $12.48   $11.01            
Value at end of period   $8.08   $12.99   $12.48            
Number of accumulation units outstanding at end of period   96,231   93,362   2,606            
ING SOLUTION 2045 PORTFOLIO                        
(Funds were first received in this option during August 2006)                        
Value at beginning of period   $13.40   $12.82   $11.51            
Value at end of period   $7.96   $13.40   $12.82            
Number of accumulation units outstanding at end of period   34,343   32,484   8,211            
ING SOLUTION INCOME PORTFOLIO                        
(Funds were first received in this option during April 2006)                        
Value at beginning of period   $11.37   $10.93   $10.37            
Value at end of period   $9.36   $11.37   $10.93            
Number of accumulation units outstanding at end of period   77,340   76,366   12,936            
 
 
 
 
CFI 31

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $10.26                    
Value at end of period   $7.28                    
Number of accumulation units outstanding at end of period   187,769                    
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO                        
(Funds were first received in this option during February 2004)                        
Value at beginning of period   $16.70   $14.95   $13.89   $12.90   $12.48    
Value at end of period   $9.36   $16.70   $14.95   $13.89   $12.90    
Number of accumulation units outstanding at end of period   72,166   36,910   15,707   883   883    
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO                        
(Funds were first received in this option during June 2005)                        
Value at beginning of period   $12.78   $12.55   $10.67   $10.31        
Value at end of period   $8.12   $12.78   $12.55   $10.67        
Number of accumulation units outstanding at end of period   66,174   38,076   10,049   6,730        
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO                        
(Funds were first received in this option during August 2003)                        
Value at beginning of period   $15.79   $14.58   $13.05   $12.47   $11.50   $10.00
Value at end of period   $8.99   $15.79   $14.58   $13.05   $12.47   $11.50
Number of accumulation units outstanding at end of period   43,833   30,690   27,293   25,275   26,407   10,630
ING TEMPLETON FOREIGN EQUITY PORTFOLIO                        
(Funds were first received in this option during April 2008)                        
Value at beginning of period   $10.20                    
Value at end of period   $6.27                    
Number of accumulation units outstanding at end of period   35,664                    
ING THORNBURG VALUE PORTFOLIO                        
(Funds were first received in this option during February 2004)                        
Value at beginning of period   $15.29   $14.46   $12.56   $12.55   $11.65    
Value at end of period   $9.08   $15.29   $14.46   $12.56   $12.55    
Number of accumulation units outstanding at end of period   23,529   19,082   8,738   1,025   1,213    
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO                        
(Funds were first received in this option during August 2006)                        
Value at beginning of period   $15.44   $15.48   $14.12            
Value at end of period   $9.15   $15.44   $15.48            
Number of accumulation units outstanding at end of period   8,499   5,169   1,219            
ING VAN KAMPEN CAPITAL GROWTH PORTFOLIO                        
(Funds were first received in this option during April 2008)                        
Value at beginning of period   $10.40                    
Value at end of period   $5.50                    
Number of accumulation units outstanding at end of period   12,961                    
ING VAN KAMPEN COMSTOCK PORTFOLIO                        
(Funds were first received in this option during October 2003)                        
Value at beginning of period   $15.08   $15.62   $13.65   $13.35   $11.57   $10.00
Value at end of period   $9.46   $15.08   $15.62   $13.65   $13.35   $11.57
Number of accumulation units outstanding at end of period   83,504   88,287   84,377   76,315   61,837   24,259
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - I CLASS                        
(Funds were first received in this option during April 2005)                        
Value at beginning of period   $12.41   $12.13   $10.89   $10.06        
Value at end of period   $9.39   $12.41   $12.13   $10.89        
Number of accumulation units outstanding at end of period   8,818   10,434   14,260   14,265        
 
 
 
 
CFI 32

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - S CLASS                        
(Funds were first received in this option during March 2005)                        
Value at beginning of period   $15.12   $14.82   $13.34   $12.66        
Value at end of period   $11.42   $15.12   $14.82   $13.34        
Number of accumulation units outstanding at end of period   89,823   94,506   45,723   7,064        
ING VP BALANCED PORTFOLIO, INC.                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $13.77   $13.24   $12.22   $11.89   $11.04   $10.00
Value at end of period   $9.76   $13.77   $13.24   $12.22   $11.89   $11.04
Number of accumulation units outstanding at end of period   55,562   41,378   16,674   10,588   14,207   3,014
ING VP BLACKROCK GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO                        
(Funds were first received in this option during April 2006)                        
Value at beginning of period   $15.90   $13.54   $13.90            
Value at end of period   $9.42   $15.90   $13.54            
Number of accumulation units outstanding at end of period   18,201   5,569   4,084            
ING VP GROWTH AND INCOME PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $15.64   $14.78   $13.15   $12.33   $11.54   $10.00
Value at end of period   $9.61   $15.64   $14.78   $13.15   $12.33   $11.54
Number of accumulation units outstanding at end of period   35,140   17,604   17,612   11,403   8,635   7,751
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO                        
(Funds were first received in this option during April 2006)                        
Value at beginning of period   $11.67   $10.92   $10.02            
Value at end of period   $6.48   $11.67   $10.92            
Number of accumulation units outstanding at end of period   119,032   90,330   22,745            
ING VP INDEX PLUS LARGECAP PORTFOLIO                        
(Funds were first received in this option during August 2003)                        
Value at beginning of period   $15.18   $14.66   $12.99   $12.50   $11.47   $10.00
Value at end of period   $9.39   $15.18   $14.66   $12.99   $12.50   $11.47
Number of accumulation units outstanding at end of period   96,454   97,961   84,322   75,466   56,191   39,178
ING VP INDEX PLUS MIDCAP PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $16.75   $16.10   $14.94   $13.64   $11.86   $10.00
Value at end of period   $10.30   $16.75   $16.10   $14.94   $13.64   $11.86
Number of accumulation units outstanding at end of period   117,944   109,533   78,990   45,744   38,504   13,062
ING VP INDEX PLUS SMALLCAP PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $15.83   $17.14   $15.29   $14.41   $11.98   $10.00
Value at end of period   $10.38   $15.83   $17.14   $15.29   $14.41   $11.98
Number of accumulation units outstanding at end of period   39,446   36,877   27,290   17,733   12,943   396
ING VP INTERMEDIATE BOND PORTFOLIO                        
(Funds were first received in this option during February 2004)                        
Value at beginning of period   $11.64   $11.15   $10.87   $10.69   $10.45    
Value at end of period   $10.51   $11.64   $11.15   $10.87   $10.69    
Number of accumulation units outstanding at end of period   867,104   657,328   238,379   45,661   25,257    
ING VP INTERNATIONAL VALUE PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $21.33   $19.10   $15.00   $13.93   $12.04   $10.00
Value at end of period   $12.16   $21.33   $19.10   $15.00   $13.93   $12.04
Number of accumulation units outstanding at end of period   146,519   90,266   49,957   19,032   7,334   460
 
 
 
 
CFI 33

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING VP MIDCAP OPPORTUNITIES PORTFOLIO                        
(Funds were first received in this option during December 2004)                        
Value at beginning of period   $18.35   $14.80   $13.92   $12.79   $11.30    
Value at end of period   $11.29   $18.35   $14.80   $13.92   $12.79    
Number of accumulation units outstanding at end of period   32,638   4,517   32   32   32    
ING VP SMALL COMPANY PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $17.36   $16.63   $14.50   $13.34   $11.83   $10.00
Value at end of period   $11.80   $17.36   $16.63   $14.50   $13.34   $11.83
Number of accumulation units outstanding at end of period   66,563   48,294   30,105   18,321   17,641   10,452
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO                        
(Funds were first received in this option during December 2004)                        
Value at beginning of period   $16.91   $15.58   $14.04   $13.05   $11.34    
Value at end of period   $10.92   $16.91   $15.58   $14.04   $13.05    
Number of accumulation units outstanding at end of period   13,608   1,373   699   31   31    
ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO                        
(Funds were first received in this option during March 2006)                        
Value at beginning of period   $14.94   $14.33   $13.69            
Value at end of period   $11.23   $14.94   $14.33            
Number of accumulation units outstanding at end of period   9,367   11,480   12,184            
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO                        
(Funds were first received in this option during August 2006)                        
Value at beginning of period   $17.93   $17.32   $16.10            
Value at end of period   $11.30   $17.93   $17.32            
Number of accumulation units outstanding at end of period   7,623   4,050   4,075            
ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO                        
(Funds were first received in this option during June 2005)                        
Value at beginning of period   $16.43   $15.80   $14.44            
Value at end of period   $11.27   $16.43   $15.80            
Number of accumulation units outstanding at end of period   5,610   5,401   5,402            
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX                        
PORTFOLIO                        
(Funds were first received in this option during February 2008)                        
Value at beginning of period   $9.74                    
Value at end of period   $6.09                    
Number of accumulation units outstanding at end of period   15,434                    
OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA                        
(Funds were first received in this option during January 2007)                        
Value at beginning of period   $18.68   $19.56                
Value at end of period   $11.44   $18.68                
Number of accumulation units outstanding at end of period   3,297   2,907                
PIMCO VIT REAL RETURN PORTFOLIO                        
(Funds were first received in this option during August 2005)                        
Value at beginning of period   $10.90   $9.98   $10.02   $9.96        
Value at end of period   $10.01   $10.90   $9.98   $10.02        
Number of accumulation units outstanding at end of period   69,454   20,344   9,642   1,271        
PIONEER EQUITY INCOME VCT PORTFOLIO                        
(Funds were first received in this option during August 2003)                        
Value at beginning of period   $16.24   $16.35   $13.55   $13.00   $11.34   $10.00
Value at end of period   $11.16   $16.24   $16.35   $13.55   $13.00   $11.34
Number of accumulation units outstanding at end of period   183,805   170,555   71,803   31,852   19,187   8,986
 
 
 
 
CFI 34

Condensed Financial Information (continued)
 
 
 
 
Separate Account Annual Charges of 1.35%
 
    2008   2007   2006   2005   2004   2003
 
FIDELITY® VIP CONTRAFUND® PORTFOLIO                        
(Funds were first received in this option during December 2003)                        
Value at beginning of period   $19.29   $16.67   $15.16   $13.18   $11.60   $10.00
Value at end of period   $10.91   $19.29   $16.67   $15.16   $13.18   $11.60
Number of accumulation units outstanding at end of period   250,630   177,948   86,945   33,320   10,652   4,897
FIDELITY® VIP EQUITY-INCOME PORTFOLIO                        
(Funds were first received in this option during January 2004)                        
Value at beginning of period   $15.83   $15.84   $13.39   $12.86   $11.92    
Value at end of period   $8.93   $15.83   $15.84   $13.39   $12.86    
Number of accumulation units outstanding at end of period   40,920   45,677   28,589   15,549   8,399    
FRANKLIN SMALL CAP VALUE SECURITIES FUND                        
(Funds were first received in this option during May 2004)                        
Value at beginning of period   $17.72   $18.41   $15.95   $14.86   $12.52    
Value at end of period   $11.71   $17.72   $18.41   $15.95   $14.86    
Number of accumulation units outstanding at end of period   19,263   14,831   12,305   7,663   4,242    
ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO                        
(Funds were first received in this option during February 2004)                        
Value at beginning of period   $14.32   $14.81   $12.58   $12.60   $12.28    
Value at end of period   $8.90   $14.32   $14.81   $12.58   $12.60    
Number of accumulation units outstanding at end of period   3,411   2,092   3,442   3,424   2,478    
ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO                        
(Funds were first received in this option during June 2005)                        
Value at beginning of period   $16.41   $17.13   $15.04   $14.09        
Value at end of period   $11.89   $16.41   $17.13   $15.04        
Number of accumulation units outstanding at end of period   1,125   1,125   1,125   1,125        
ING AMERICAN FUNDS BOND PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $9.99                    
Value at end of period   $8.85                    
Number of accumulation units outstanding at end of period   81,936                    
ING AMERICAN FUNDS GROWTH PORTFOLIO                        
(Funds were first received in this option during November 2005)                        
Value at beginning of period   $12.61   $11.44   $10.57   $10.05        
Value at end of period   $6.93   $12.61   $11.44   $10.57        
Number of accumulation units outstanding at end of period   315,228   176,241   71,492   1,758        
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO                        
(Funds were first received in this option during November 2005)                        
Value at beginning of period   $11.78   $11.42   $10.10   $9.78        
Value at end of period   $7.18   $11.78   $11.42   $10.10        
Number of accumulation units outstanding at end of period   252,807   145,191   69,546   694        
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO                        
(Funds were first received in this option during November 2005)                        
Value at beginning of period   $15.11   $12.83   $10.99   $10.40        
Value at end of period   $8.58   $15.11   $12.83   $10.99        
Number of accumulation units outstanding at end of period   177,891   101,347   26,181   1,057        
ING BARON SMALL CAP GROWTH PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $18.26   $17.45   $15.35   $14.49   $11.48   $10.00
Value at end of period   $10.58   $18.26   $17.45   $15.35   $14.49   $11.48
Number of accumulation units outstanding at end of period   41,142   30,669   18,310   4,222   230   239
 
 
CFI 35

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO - CLASS I                        
(Funds were first received in this option during April 2007)                        
Value at beginning of period   $9.77   $10.03                
Value at end of period   $5.89   $9.77                
Number of accumulation units outstanding at end of period   1,292   2,032                
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO - CLASS S                        
(Funds were first received in this option during January 2007)                        
Value at beginning of period   $10.92   $10.60                
Value at end of period   $6.57   $10.92                
Number of accumulation units outstanding at end of period   13,642   5,692                
ING DAVIS NEW YORK VENTURE PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $14.98   $14.58   $12.98   $12.66   $11.84   $10.00
Value at end of period   $8.98   $14.98   $14.58   $12.98   $12.66   $11.84
Number of accumulation units outstanding at end of period   3,421   2,676   2,275   1,432   1,450   475
ING EVERGREEN OMEGA PORTFOLIO                        
(Funds were first received in this option during September 2006)                        
Value at beginning of period   $12.96   $11.77   $11.06            
Value at end of period   $9.26   $12.96   $11.77            
Number of accumulation units outstanding at end of period   132   1,244   132            
ING FOCUS 5 PORTFOLIO                        
(Funds were first received in this option during November 2008)                        
Value at beginning of period   $5.21                    
Value at end of period   $6.41                    
Number of accumulation units outstanding at end of period   1,168                    
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $10.20                    
Value at end of period   $6.78                    
Number of accumulation units outstanding at end of period   27,678                    
ING GLOBAL REAL ESTATE PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $10.15                    
Value at end of period   $5.69                    
Number of accumulation units outstanding at end of period   62,524                    
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $10.82                    
Value at end of period   $5.23                    
Number of accumulation units outstanding at end of period   33,233                    
ING JPMORGAN MID CAP VALUE PORTFOLIO                        
(Funds were first received in this option during February 2005)                        
Value at beginning of period   $16.88   $16.72   $14.55   $13.79        
Value at end of period   $11.15   $16.88   $16.72   $14.55        
Number of accumulation units outstanding at end of period   20,170   18,159   12,533   2,866        
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO                        
(Funds were first received in this option during February 2006)                        
Value at beginning of period   $12.53   $12.94   $12.30            
Value at end of period   $7.50   $12.53   $12.94            
Number of accumulation units outstanding at end of period   48,141   14,669   7,143            
 
 
 
 
CFI 36

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING LEGG MASON VALUE PORTFOLIO                        
(Funds were first received in this option during October 2007)                        
Value at beginning of period   $11.21   $12.55                
Value at end of period   $4.93   $11.21                
Number of accumulation units outstanding at end of period   1,513   1,514                
ING LEHMAN BROTHERS U.S. AGGREGATE BOND INDEX® PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $10.01                    
Value at end of period   $10.20                    
Number of accumulation units outstanding at end of period   42,925                    
ING LIQUID ASSETS PORTFOLIO                        
(Funds were first received in this option during June 2005)                        
Value at beginning of period   $10.76   $10.39   $10.07   $9.97        
Value at end of period   $10.88   $10.76   $10.39   $10.07        
Number of accumulation units outstanding at end of period   147,780   67,486   34,412   26,607        
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO                        
(Funds were first received in this option during September 2008)                        
Value at beginning of period   $8.06                    
Value at end of period   $5.36                    
Number of accumulation units outstanding at end of period   2,278                    
ING MFS TOTAL RETURN PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $13.75   $13.40   $12.14   $11.95   $10.90   $10.00
Value at end of period   $10.53   $13.75   $13.40   $12.14   $11.95   $10.90
Number of accumulation units outstanding at end of period   15,999   16,990   21,242   21,902   10,752   2,757
ING MFS UTILITIES PORTFOLIO                        
(Funds were first received in this option during May 2008)                        
Value at beginning of period   $10.80                    
Value at end of period   $6.56                    
Number of accumulation units outstanding at end of period   3,929                    
ING OPPENHEIMER GLOBAL PORTFOLIO - I CLASS                        
(Funds were first received in this option during April 2005)                        
Value at beginning of period   $14.69   $13.98   $12.01   $10.06        
Value at end of period   $8.65   $14.69   $13.98   $12.01        
Number of accumulation units outstanding at end of period   12,924   14,853   21,200   22,573        
ING OPPENHEIMER GLOBAL PORTFOLIO - S CLASS                        
(Funds were first received in this option during February 2005)                        
Value at beginning of period   $18.33   $17.47   $15.06   $13.22        
Value at end of period   $10.76   $18.33   $17.47   $15.06        
Number of accumulation units outstanding at end of period   88,063   46,482   25,446   5,611        
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO                        
(Funds were first received in this option during April 2005)                        
Value at beginning of period   $11.53   $10.76   $10.08   $10.01        
Value at end of period   $9.58   $11.53   $10.76   $10.08        
Number of accumulation units outstanding at end of period   33,134   24,538   14,118   12,368        
ING OPPORTUNISTIC LARGE CAP GROWTH PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $15.26   $13.16   $13.02   $12.10   $11.47   $10.00
Value at end of period   $8.40   $15.26   $13.16   $13.02   $12.10   $11.47
Number of accumulation units outstanding at end of period   2,205   1,755   423   440   458   475
 
 
 
 
CFI 37

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING OPPORTUNISTIC LARGE CAP VALUE PORTFOLIO                        
(Funds were first received in this option during February 2005)                        
Value at beginning of period   $15.15   $15.12   $13.08   $12.64        
Value at end of period   $9.59   $15.15   $15.12   $13.08        
Number of accumulation units outstanding at end of period   2,741   349   0   993        
ING PIMCO CORE BOND PORTFOLIO                        
(Funds were first received in this option during August 2006)                        
Value at beginning of period   $11.87   $11.04   $10.84            
Value at end of period   $12.20   $11.87   $11.04            
Number of accumulation units outstanding at end of period   14,176   7,242   5,117            
ING PIMCO HIGH YIELD PORTFOLIO                        
(Funds were first received in this option during July 2005)                        
Value at beginning of period   $11.46   $11.30   $10.51   $10.42        
Value at end of period   $8.76   $11.46   $11.30   $10.51        
Number of accumulation units outstanding at end of period   22,199   23,498   10,889   6,583        
ING PIMCO TOTAL RETURN PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $11.72   $10.86   $10.59   $10.51   $10.21   $10.00
Value at end of period   $11.54   $11.72   $10.86   $10.59   $10.51   $10.21
Number of accumulation units outstanding at end of period   41,115   13,258   5,074   2,634   2,623   2,303
ING PIONEER FUND PORTFOLIO                        
(Funds were first received in this option during February 2006)                        
Value at beginning of period   $13.11   $12.65   $11.15            
Value at end of period   $8.44   $13.11   $12.65            
Number of accumulation units outstanding at end of period   25,852   7,322   5,967            
ING PIONEER MID CAP VALUE PORTFOLIO                        
(Funds were first received in this option during June 2005)                        
Value at beginning of period   $12.58   $12.08   $10.90   $10.47        
Value at end of period   $8.30   $12.58   $12.08   $10.90        
Number of accumulation units outstanding at end of period   49,773   31,976   18,231   15,240        
ING SOLUTION 2015 PORTFOLIO                        
(Funds were first received in this option during March 2006)                        
Value at beginning of period   $12.04   $11.66   $10.94            
Value at end of period   $8.68   $12.04   $11.66            
Number of accumulation units outstanding at end of period   89,598   79,827   24,993            
ING SOLUTION 2025 PORTFOLIO                        
(Funds were first received in this option during March 2006)                        
Value at beginning of period   $12.50   $12.11   $11.28            
Value at end of period   $8.15   $12.50   $12.11            
Number of accumulation units outstanding at end of period   97,555   43,662   20,250            
ING SOLUTION 2035 PORTFOLIO                        
(Funds were first received in this option during September 2006)                        
Value at beginning of period   $12.93   $12.45   $11.44            
Value at end of period   $8.04   $12.93   $12.45            
Number of accumulation units outstanding at end of period   148,954   58,326   5,667            
ING SOLUTION 2045 PORTFOLIO                        
(Funds were first received in this option during July 2007)                        
Value at beginning of period   $13.35   $13.26                
Value at end of period   $7.92   $13.35                
Number of accumulation units outstanding at end of period   48,651   2,567                
 
 
 
 
CFI 38

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING SOLUTION INCOME PORTFOLIO                        
(Funds were first received in this option during January 2007)                        
Value at beginning of period   $11.32   $10.92                
Value at end of period   $9.31   $11.32                
Number of accumulation units outstanding at end of period   95,618   19,583                
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO                        
(Funds were first received in this option during June 2008)                        
Value at beginning of period   $9.99                    
Value at end of period   $7.27                    
Number of accumulation units outstanding at end of period   66,211                    
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO                    
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $16.58   $14.88   $13.84   $12.87   $12.02   $10.00
Value at end of period   $9.28   $16.58   $14.88   $13.84   $12.87   $12.02
Number of accumulation units outstanding at end of period   17,163   11,673   3,882   2,387   217   225
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO                        
(Funds were first received in this option during November 2005)                        
Value at beginning of period   $12.73   $12.52   $10.66   $10.44        
Value at end of period   $8.08   $12.73   $12.52   $10.66        
Number of accumulation units outstanding at end of period   61,797   28,395   17,422   21,829        
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO                        
(Funds were first received in this option during February 2004)                        
Value at beginning of period   $15.68   $14.50   $13.00   $12.44   $11.73    
Value at end of period   $8.92   $15.68   $14.50   $13.00   $12.44    
Number of accumulation units outstanding at end of period   16,556   16,099   12,540   6,578   5,495    
ING TEMPLETON FOREIGN EQUITY PORTFOLIO                        
(Funds were first received in this option during April 2008)                        
Value at beginning of period   $10.20                    
Value at end of period   $6.27                    
Number of accumulation units outstanding at end of period   67,782                    
ING THORNBURG VALUE PORTFOLIO                        
(Funds were first received in this option during October 2007)                        
Value at beginning of period   $15.19   $16.44                
Value at end of period   $9.00   $15.19                
Number of accumulation units outstanding at end of period   2,028   1,155                
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $15.33   $15.40   $13.66   $12.70   $11.23   $10.00
Value at end of period   $9.08   $15.33   $15.40   $13.66   $12.70   $11.23
Number of accumulation units outstanding at end of period   10,395   7,912   6,888   1,241   731   731
ING VAN KAMPEN CAPITAL GROWTH PORTFOLIO                        
(Funds were first received in this option during April 2008)                        
Value at beginning of period   $10.39                    
Value at end of period   $5.49                    
Number of accumulation units outstanding at end of period   23,670                    
ING VAN KAMPEN COMSTOCK PORTFOLIO                        
(Funds were first received in this option during September 2004)                        
Value at beginning of period   $14.98   $15.54   $13.60   $13.32   $12.08    
Value at end of period   $9.39   $14.98   $15.54   $13.60   $13.32    
Number of accumulation units outstanding at end of period   10,418   15,763   14,718   6,785   1,652    
 
 
 
 
CFI 39

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - I CLASS                        
(Funds were first received in this option during April 2005)                        
Value at beginning of period   $12.36   $12.10   $10.88   $10.06        
Value at end of period   $9.34   $12.36   $12.10   $10.88        
Number of accumulation units outstanding at end of period   713   764   797   830        
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - S CLASS                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $15.02   $14.74   $13.30   $12.51   $11.46   $10.00
Value at end of period   $11.33   $15.02   $14.74   $13.30   $12.51   $11.46
Number of accumulation units outstanding at end of period   80,819   51,925   15,850   707   705   732
ING VP BALANCED PORTFOLIO, INC.                        
(Funds were first received in this option during November 2004)                        
Value at beginning of period   $13.68   $13.17   $12.18   $11.87   $11.51    
Value at end of period   $9.68   $13.68   $13.17   $12.18   $11.87    
Number of accumulation units outstanding at end of period   19,558   13,229   4,351   2,548   2,054    
ING VP BLACKROCK GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO                        
(Funds were first received in this option during July 2005)                        
Value at beginning of period   $15.83   $13.50   $12.82   $11.78        
Value at end of period   $9.37   $15.83   $13.50   $12.82        
Number of accumulation units outstanding at end of period   22,782   3,794   4,660   650        
ING VP GROWTH AND INCOME PORTFOLIO                        
(Funds were first received in this option during August 2006)                        
Value at beginning of period   $15.54   $14.70   $13.66            
Value at end of period   $9.53   $15.54   $14.70            
Number of accumulation units outstanding at end of period   23,825   5,501   1,971            
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO                        
(Funds were first received in this option during April 2006)                        
Value at beginning of period   $11.64   $10.91   $10.02            
Value at end of period   $6.45   $11.64   $10.91            
Number of accumulation units outstanding at end of period   24,173   24,941   3,148            
ING VP INDEX PLUS LARGECAP PORTFOLIO                        
(Funds were first received in this option during August 2003)                        
Value at beginning of period   $15.08   $14.59   $12.94   $12.47   $11.47   $10.00
Value at end of period   $9.31   $15.08   $14.59   $12.94   $12.47   $11.47
Number of accumulation units outstanding at end of period   42,022   37,141   29,608   15,362   4,711   487
ING VP INDEX PLUS MIDCAP PORTFOLIO                        
(Funds were first received in this option during November 2003)                        
Value at beginning of period   $16.63   $16.02   $14.88   $13.61   $11.86   $10.00
Value at end of period   $10.22   $16.63   $16.02   $14.88   $13.61   $11.86
Number of accumulation units outstanding at end of period   33,941   36,246   30,594   14,911   7,578   2,057
ING VP INDEX PLUS SMALLCAP PORTFOLIO                        
(Funds were first received in this option during January 2004)                        
Value at beginning of period   $15.73   $17.05   $15.23   $14.38   $12.41    
Value at end of period   $10.29   $15.73   $17.05   $15.23   $14.38    
Number of accumulation units outstanding at end of period   14,706   14,805   11,648   2,836   2,336    
ING VP INTERMEDIATE BOND PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $11.57   $11.09   $10.83   $10.67   $10.34   $10.00
Value at end of period   $10.42   $11.57   $11.09   $10.83   $10.67   $10.34
Number of accumulation units outstanding at end of period   364,084   251,998   101,631   17,331   5,720   1,523
 
 
 
 
CFI 40

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
ING VP INTERNATIONAL VALUE PORTFOLIO                        
(Funds were first received in this option during April 2005)                        
Value at beginning of period   $21.19   $19.00   $14.95   $13.69        
Value at end of period   $12.06   $21.19   $19.00   $14.95        
Number of accumulation units outstanding at end of period   18,964   23,621   9,309   3,079        
ING VP MIDCAP OPPORTUNITIES PORTFOLIO                        
(Funds were first received in this option during March 2005)                        
Value at beginning of period   $18.23   $14.73   $13.87   $12.36        
Value at end of period   $11.20   $18.23   $14.73   $13.87        
Number of accumulation units outstanding at end of period   7,397   1,693   534   508        
ING VP SMALL COMPANY PORTFOLIO                        
(Funds were first received in this option during September 2003)                        
Value at beginning of period   $17.25   $16.55   $14.45   $13.31   $11.83   $10.00
Value at end of period   $11.70   $17.25   $16.55   $14.45   $13.31   $11.83
Number of accumulation units outstanding at end of period   3,953   1,731   3,019   3,143   3,281   460
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO                        
(Funds were first received in this option during November 2006)                        
Value at beginning of period   $16.79   $15.50   $15.17            
Value at end of period   $10.84   $16.79   $15.50            
Number of accumulation units outstanding at end of period   4,831   636   558            
ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO                        
(Funds were first received in this option during February 2007)                        
Value at beginning of period   $14.88   $14.41                
Value at end of period   $11.17   $14.88                
Number of accumulation units outstanding at end of period   85   86                
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO                        
(Funds were first received in this option during February 2008)                        
Value at beginning of period   $16.88                    
Value at end of period   $11.24                    
Number of accumulation units outstanding at end of period   13,275                    
ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO                        
(Funds were first received in this option during November 2005)                        
Value at beginning of period   $16.37   $15.76   $14.42   $14.13        
Value at end of period   $11.20   $16.37   $15.76   $14.42        
Number of accumulation units outstanding at end of period   7,731   5,872   3,475   480        
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX                        
PORTFOLIO                        
(Funds were first received in this option during June 2008)                        
Value at beginning of period   $9.30                    
Value at end of period   $6.08                    
Number of accumulation units outstanding at end of period   11,508                    
OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA                        
(Funds were first received in this option during September 2006)                        
Value at beginning of period   $18.60   $19.12   $17.86            
Value at end of period   $11.38   $18.60   $19.12            
Number of accumulation units outstanding at end of period   2,595   2,892   916            
 
 
 
 
CFI 41

Condensed Financial Information (continued)
 
 
 
    2008   2007   2006   2005   2004   2003
 
PIMCO VIT REAL RETURN PORTFOLIO                        
(Funds were first received in this option during November 2006)                        
Value at beginning of period   $10.85   $9.95   $10.11            
Value at end of period   $9.95   $10.85   $9.95            
Number of accumulation units outstanding at end of period   38,837   9,512   6,798            
PIONEER EQUITY INCOME VCT PORTFOLIO                        
(Funds were first received in this option during August 2003)                        
Value at beginning of period   $16.14   $16.27   $13.50   $12.97   $11.33   $10.00
Value at end of period   $11.07   $16.14   $16.27   $13.50   $12.97   $11.33
Number of accumulation units outstanding at end of period   44,586   40,514   14,602   5,174   1,888   735
 
 
 
 
CFI 42

APPENDIX B

The Funds
 
During the accumulation phase, you may allocate your premium payments and contract value to any of the funds
available under this contract. They are listed in this appendix. You bear the entire investment risk for amounts you
allocate to any fund, and you may lose your principal.

List of Fund Name Changes
 
Current Fund Name Former Fund Name
ING Balanced Portfolio, Inc. ING VP Balanced Portfolio, Inc.
ING BlackRock Science and Technology Opportunities
Portfolio 		ING BlackRock Global Science and Technology
Portfolio
ING Clarion Global Real Estate Portfolio ING Global Real Estate Portfolio
ING Growth and Income Portfolio ING VP Growth and Income Portfolio
ING Index Plus LargeCap Portfolio ING VP Index Plus LargeCap Portfolio
ING Index Plus MidCap Portfolio ING VP Index Plus MidCap Portfolio
ING Index Plus SmallCap Portfolio ING VP Index Plus SmallCap Portfolio
ING Intermediate Bond Portfolio ING VP Intermediate Bond Portfolio
ING International Value Portfolio ING VP International Value Portfolio
ING MidCap Opportunities Portfolio ING VP MidCap Opportunities Portfolio
ING Opportunistic LargeCap Portfolio ING Opportunistic LargeCap Value Portfolio
ING PIMCO Total Return Bond Portfolio ING PIMCO Core Bond Portfolio
ING Small Company Portfolio ING VP Small Company Portfolio
ING SmallCap Opportunities Portfolio ING VP SmallCap Opportunities Portfolio
ING Strategic Allocation Conservative Portfolio ING VP Strategic Allocation Conservative Portfolio
ING Strategic Allocation Growth Portfolio ING VP Strategic Allocation Growth Portfolio
ING Strategic Allocation Moderate Portfolio ING VP Strategic Allocation Moderate Portfolio
ING U.S. Bond Index Portfolio ING Lehman Brothers U.S. Aggregate Bond Index®
Portfolio

The investment results of the mutual funds (funds) are likely to differ significantly and there is no assurance
that any of the funds will achieve their respective investment objectives. You should consider the investment
objectives, risks and charges, and expenses of the funds carefully before investing. Please refer to the fund
prospectuses for additional information. Shares of the funds will rise and fall in value and you could lose
money by investing in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed
or insured by any financial institution, the Federal Deposit Insurance Corporation or any other government
agency. Except as noted, all funds are diversified, as defined under the Investment Company Act of 1940.
Fund prospectuses may be obtained free of charge by contacting our Customer Service Center at the address
and telephone number listed on the first page of this contract prospectus, by accessing the SEC’s website or
by contacting the SEC Public Reference Branch.

Certain funds offered under the contracts have investment objectives and policies similar to other funds
managed by the fund’s investment adviser. The investment results of a fund may be higher or lower than
those of other funds managed by the same adviser. There is no assurance and no representation is made that
the investment results of any fund will be comparable to those of another fund managed by the same
investment adviser.

For the share class of each fund offered through your contract, please see the cover page.

PRO.70600-09                                                                     B-1

Fund Name Investment Adviser/
Subadviser		 Investment Objective(s)
Fidelity® Variable Insurance
Products – Fidelity®  VIP
Contrafund® Portfolio		 Fidelity Management & Research
Company

Subadvisers: FMR Co., Inc.;
Fidelity Research & Analysis
Company; Fidelity Management
& Research (U.K.) Inc.; Fidelity
International Investment
Advisors; Fidelity International
Investment Advisors (U.K.)
Limited; Fidelity Investments
Japan Limited		 Seeks long-term capital appreciation.
Fidelity® Variable Insurance
Products – Fidelity® VIP Equity-
Income Portfolio		 Fidelity Management & Research
Company

Subadvisers: FMR Co., Inc.;
Fidelity Research & Analysis
Company; Fidelity Management
& Research (U.K.) Inc.; Fidelity
International Investment
Advisors; Fidelity International
Investment Advisors (U.K.)
Limited; Fidelity Investments
Japan Limited		 Seeks reasonable income. Also considers
the potential for capital appreciation. Seeks
to achieve a yield which exceeds the
composite yield on the securities
comprising the Standard & Poor’s 500SM
Index (S&P 500®).
Franklin Templeton Variable
Insurance Products Trust –
Franklin Small Cap Value
Securities Fund 		Franklin Advisory Services, LLC Seeks long-term total return.
ING Partners, Inc. – ING American
Century Small-Mid Cap Value
Portfolio		 Directed Services LLC

Subadviser: American Century
Investment Management, Inc.
(American Century)		 Seeks long-term capital growth; income is
a secondary objective.
ING Investors Trust – ING
American Funds Bond Portfolio		 ING Investments, LLC

Investment Adviser to the
Master Fund: Capital Research
Management Company
(“CRMC”)		 Seeks to maximize your level of current
income and preserve your capital.
ING Investors Trust – ING
American Funds Growth
Portfolio		 ING Investments, LLC

Investment Adviser to Master
Funds: Capital Research
Management Company		 Seeks to make your investment grow. The
Portfolio’s investment objective is not
fundamental and may be changed without a
shareholder vote.
 
 
 
 
PRO.70600-09 B-2  

Fund Name Investment Adviser/
Subadviser		 Investment Objective(s)
ING Investors Trust – ING
American Funds Growth-Income
Portfolio		 ING Investments, LLC

Investment Adviser to Master
Funds: Capital Research
Management Company		 Seeks to make your investment grow and
provide you with income over time.
ING Investors Trust – ING
American Funds International
Portfolio		 ING Investments, LLC

Investment Adviser to Master
Funds: Capital Research
Management Company		 Seeks to make your investment grow over
time.
ING Balanced Portfolio, Inc. ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks to maximize investment return,
consistent with reasonable safety of
principal, by investing in a diversified
portfolio of one or more of the following
asset classes: stocks, bonds and cash
equivalents, based on the judgment of the
Portfolio’s management, of which of those
sectors or mix thereof offers the best
investment prospects.
ING Partners, Inc. – ING Baron
Small Cap Growth Portfolio		 Directed Services LLC

Subadviser: BAMCO, Inc.
(BAMCO)		 Seeks capital appreciation.
ING Investors Trust – ING
BlackRock Inflation Protected
Bond Portfolio		 Directed Services LLC

Subadviser: BlackRock
Financial Management, Inc.		 A non-diversified Portfolio that seeks to
maximum real return, consistent with
preservation of real capital and prudent
investment management.
ING Investors Trust – ING
BlackRock Large Cap Growth
Portfolio		 Directed Services LLC

Subadviser: BlackRock
Investment Management, LLC		 Seeks long-term growth of capital.
ING Variable Portfolios, Inc. – ING
BlackRock Science and
Technology Opportunities
Portfolio		 ING Investments, LLC

Subadviser: BlackRock
Advisors, LLC		 Seeks long-term capital appreciation.
ING Investors Trust – ING Clarion
Global Real Estate Portfolio		 ING Investments, LLC

Subadviser: ING Clarion Real
Estate Securities L.P.		 A non-diversified Portfolio that seeks high
total return, consisting of capital
appreciation and current income.
ING Partners, Inc. – ING Davis
New York Venture Portfolio		 Directed Services LLC

Subadviser: Davis Selected
Advisers, L.P. (Davis)		 A non-diversified portfolio that seeks long-
term growth of capital.
ING Investors Trust – ING
Evergreen Omega Portfolio		 Directed Services LLC

Subadviser: Evergreen
Investment Management
Company, LLC		 Seeks long-term capital growth.
ING Investors Trust – ING Focus 5
Portfolio		 Directed Services LLC

Subadviser: ING Investment
Management Co.		 Seeks total return through capital
appreciation and dividend income.
 
 
 
 
PRO.70600-09 B-3  

Fund Name Investment Adviser/
Subadviser 		Investment Objective(s)
ING Investors Trust – ING
Franklin Templeton Founding
Strategy Portfolio		 Directed Services LLC Seeks capital appreciation and secondarily,
income.
ING Variable Insurance Trust –
ING GET U.S. Core Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co. (ING IM)		 Seeks to achieve maximum total return and
minimal exposure of the Series’ assets to a
market value loss by participating, to the
extent possible, in favorable equity market
performance during the guarantee period.
ING Variable Funds – ING Growth
and Income Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co. 		Seeks to maximize total return through
investments in a diversified portfolio of
common stocks and securities convertible
into common stock.
ING Variable Portfolios, Inc. – ING
Index Plus LargeCap Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks to outperform the total return
performance of the Standard & Poor’s 500
Composite Stock Price Index (S&P 500
Index), while maintaining a market level of
risk.
ING Variable Portfolios, Inc. – ING
Index Plus MidCap Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks to outperform the total return
performance of the Standard & Poor’s
MidCap 400 Index (S&P MidCap 400
Index), while maintaining a market level of
risk.
ING Variable Portfolios, Inc. – ING
Index Plus SmallCap Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks to outperform the total return
performance of the Standard and Poor’s
SmallCap 600 Index (S&P SmallCap 600
Index), while maintaining a market level of
risk.
ING Intermediate Bond Portfolio ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks to maximize total return consistent
with reasonable risk.
ING Variable Portfolios, Inc. – ING
International Index Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks investment (before fees and
expenses) results that correspond to the
total return of a widely accepted
International Index.
ING Variable Products Trust – ING
International Value Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks long-term capital appreciation.
 
 
 
 
PRO.70600-09 B-4  

Fund Name Investment Adviser/
Subadviser 		Investment Objective(s)
ING Investors Trust – ING
JPMorgan Emerging Markets
Equity Portfolio		 Directed Services LLC

Subadviser: J.P. Morgan
Investment Management Inc.		 Seeks capital appreciation.
ING Partners, Inc. – ING
JPMorgan Mid Cap Value
Portfolio		 Directed Services LLC

Subadviser: J.P. Morgan
Investment Management Inc.
(JPMIM)		 A non-diversified portfolio that seeks
growth from capital appreciation.
ING Partners, Inc. – ING Legg
Mason Partners Aggressive
Growth Portfolio		 Directed Services LLC

Subadviser: ClearBridge
Advisors, LLC (ClearBridge)		 Seeks long-term growth of capital.
ING Investors Trust – ING Liquid
Assets Portfolio		 Directed Services LLC

Subadviser: ING Investment
Management Co.		 Seeks high level of current income
consistent with the preservation of capital
and liquidity.
ING Investors Trust – ING Marsico
International Opportunities
Portfolio		 Directed Services LLC

Subadviser: Marsico Capital
Management, LLC		 Seeks long-term growth of capital.
ING Investors Trust – ING MFS
Total Return Portfolio		 Directed Services LLC

Subadviser: Massachusetts
Financial Services Company		 Seeks above-average income (compared to
a portfolio entirely invested in equity
securities) consistent with the prudent
employment of capital. Secondarily seeks
reasonable opportunity for growth of
capital and income.
ING Investors Trust – ING MFS
Utilities Portfolio		 Directed Services LLC

Subadviser: Massachusetts
Financial Services Company		 Seeks total return.
ING Variable Products Trust – ING
MidCap Opportunities Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks long-term capital appreciation.
ING Partners, Inc. – ING
Oppenheimer Global Portfolio		 Directed Services LLC

Subadviser: OppenheimerFunds,
Inc. (Oppenheimer)		 Seeks capital appreciation.
ING Partners, Inc. – ING
Oppenheimer Strategic Income
Portfolio		 Directed Services LLC

Subadviser: OppenheimerFunds,
Inc. (Oppenheimer)		 Seeks a high level of current income
principally derived from interest on debt
securities.
ING Variable Portfolios, Inc. – ING
Opportunistic LargeCap Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks growth of capital primarily through
investment in a diversified portfolio of
common stocks.
ING Investors Trust – ING PIMCO
High Yield Portfolio		 Directed Services LLC

Subadviser: Pacific Investment
Management Company LLC		 Seeks maximum total return, consistent
with preservation of capital and prudent
investment management.
 
 
 
 
PRO.70600-09 B-5  

Fund Name Investment Adviser/
Subadviser		 Investment Objective(s)
ING Investors Trust – ING PIMCO
Total Return Bond Portfolio		 Directed Services LLC

Subadviser: Pacific Investment
Management Company LLC		 Seeks maximum total return, consistent
with preservation of capital and prudent
investment management.
ING Investors Trust – ING Pioneer
Fund Portfolio		 Directed Services LLC

Subadviser: Pioneer Investment
Management, Inc.		 Seeks reasonable income and capital
growth.
ING Investors Trust – ING Pioneer
Mid Cap Value Portfolio		 Directed Services LLC

Subadviser: Pioneer Investment
Management, Inc.		 Seeks capital appreciation.
ING Variable Portfolios, Inc. – ING
RussellTM Large Cap Growth
Index Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks investment results (before fees and
expenses) that correspond to the total
return of the Russell Top 200® Growth
Index.
ING Variable Portfolios, Inc. – ING
Small Company Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks growth of capital primarily through
investment in a diversified portfolio of
common stocks of companies with smaller
market capitalizations.
ING Variable Products Trust – ING
SmallCap Opportunities Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks long-term capital appreciation.
ING Partners, Inc. – ING Solution
Income Portfolio		 Directed Services LLC

Consultant: ING Investment
Management Co.		 Seeks to provide a combination of total
return and stability of principal consistent
with an asset allocation targeted to
retirement.
ING Partners, Inc. – ING Solution
2015 Portfolio		 Directed Services LLC

Consultant: ING Investment
Management Co.		 Until the day prior to its Target Date, the
Portfolio will seek to provide total return
consistent with an asset allocation targeted
at retirement in approximately 2015. On
the Target Date, the Portfolio’s investment
objective will be to seek to provide a
combination of total return and stability of
principal consistent with an asset allocation
targeted to retirement.
ING Partners, Inc. – ING Solution
2025 Portfolio		 Directed Services LLC

Consultant: ING Investment
Management Co.		 Until the day prior to its Target Date, the
Portfolio will seek to provide total return
consistent with an asset allocation targeted
at retirement in approximately 2025. On
the Target Date, the Portfolio’s investment
objective will be to seek to provide a
combination of total return and stability of
principal consistent with an asset allocation
targeted to retirement.
 
 
 
 
PRO.70600-09 B-6  

Fund Name Investment Adviser/
Subadviser		 Investment Objective(s)
ING Partners, Inc. – ING Solution
2035 Portfolio		 Directed Services LLC

Consultant: ING Investment
Management Co.		 Until the day prior to its Target Date, the
Portfolio will seek to provide total return
consistent with an asset allocation targeted
at retirement in approximately 2035. On
the Target Date, the Portfolio’s investment
objective will be to seek to provide a
combination of total return and stability of
principal consistent with an asset allocation
targeted to retirement.
ING Partners, Inc. – ING Solution
2045 Portfolio		 Directed Services LLC

Consultant: ING Investment
Management Co.		 Until the day prior to its Target Date, the
Portfolio will seek to provide total return
consistent with an asset allocation targeted
at retirement in approximately 2045. On
the Target Date, the Portfolio’s investment
objective will be to seek to provide a
combination of total return and stability of
principal consistent with an asset allocation
targeted to retirement.
ING Strategic Allocation Portfolios,
Inc. – ING Strategic Allocation
Conservative Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks to provide total return consistent
with preservation of capital.
ING Strategic Allocation Portfolios,
Inc. – ING Strategic Allocation
Growth Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks to provide capital appreciation.
ING Strategic Allocation Portfolios,
Inc. – ING Strategic Allocation
Moderate Portfolio		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks to provide total return (i.e., income
and capital appreciation, both realized and
unrealized).
ING Investors Trust – ING T. Rowe
Price Capital Appreciation
Portfolio		 Directed Services LLC

Subadviser: T. Rowe Price
Associates, Inc.		 Seeks, over the long-term, a high total
investment return, consistent with the
preservation of capital and prudent
investment risk.
ING Partners, Inc. – ING T. Rowe
Price Diversified Mid Cap
Growth Portfolio		 Directed Services LLC

Subadviser: T. Rowe Price
Associates, Inc. (T. Rowe Price)		 Seeks long-term capital appreciation.
ING Investors Trust – ING T. Rowe
Price Equity Income Portfolio		 Directed Services LLC

Subadviser: T. Rowe Price
Associates, Inc.		 Seeks substantial dividend income as well
as long-term growth of capital.
ING Partners, Inc. – ING T. Rowe
Price Growth Equity Portfolio		 Directed Services LLC

Subadviser: T. Rowe Price
Associates, Inc. (T. Rowe Price)		 Seeks long-term capital growth, and
secondarily, increasing dividend income.
ING Partners, Inc. – ING
Templeton Foreign Equity
Portfolio		 Directed Services LLC

Subadviser: Templeton
Investment Counsel, LLC
(Templeton)		 Seeks long-term capital growth.
 
 
 
 
PRO.70600-09 B-7  

Fund Name Investment Adviser/
Subadviser		 Investment Objective(s)
ING Partners, Inc. – ING
Thornburg Value Portfolio		 Directed Services LLC

Subadviser: Thornburg
Investment Management
(Thornburg)		 Seeks capital appreciation.
ING Partners, Inc. – ING UBS U.S.
Large Cap Equity Portfolio		 Directed Services LLC

Subadviser: UBS Global Asset
Management (Americas) Inc.
(UBS Global AM)		 Seeks long-term growth of capital and
future income.
ING Variable Portfolios, Inc. – ING
U.S. Bond Index Portfolio		 ING Investments, LLC

Subadviser: Lehman Brothers
Asset Management LLC		 Seeks investment results (before fees and
expenses) that correspond to the total
return of the Barclays Capital U.S.
Aggregate Bond Index® .
ING Partners, Inc. – ING Van
Kampen Comstock Portfolio		 Directed Services LLC

Subadviser: Van Kampen		 Seeks capital growth and income.
ING Partners, Inc. – ING Van
Kampen Equity and Income
Portfolio 		Directed Services LLC

Subadviser: Van Kampen		 Seeks total return, consisting of long-term
capital appreciation and current income.
ING Variable Portfolios, Inc. – ING
WisdomTreeSM Global High-
Yielding Equity Index Portfolio*

*WisdomTreeSM is a servicemark of
WisdomTree Investments		 ING Investments, LLC

Subadviser: ING Investment
Management Co.		 Seeks investment returns that closely
correspond to the price and yield
performance, before fees and expenses, of
the WisdomTreeSM Global High-Yielding
Equity Index (“Index”).
Oppenheimer Variable Account
Funds – Oppenheimer Main
Street Small Cap Fund® /VA		 OppenheimerFunds, Inc. Seeks capital appreciation.
PIMCO Variable Insurance Trust –
Real Return Portfolio		 Pacific Investment Management
Company LLC (PIMCO)		 Seeks maximum real return, consistent
with preservation of real capital and
prudent investment management.
Pioneer Variable Contracts Trust –
Pioneer Equity Income VCT
Portfolio		 Pioneer Investment Management,
Inc.		 Seeks current income and long-term
growth of capital from a portfolio
consisting primarily of income producing
equity securities of U.S. corporations.
 
 
 
 
PRO.70600-09 B-8  

APPENDIX C

Fixed Account II

Fixed Account II (“Fixed Account”) is an optional fixed interest allocation offered during the accumulation phase of
your variable annuity contract between you and ING USA Annuity and Life Insurance Company (“ING USA,” the
“Company,” “we” or “our”). The Fixed Account, which is a segregated asset account of ING USA, provides a means
for you to invest on a tax-deferred basis and earn a guaranteed interest for guaranteed interest periods (Fixed Interest
Allocation(s)). We will credit your Fixed Interest Allocation(s) with a fixed rate of interest. We currently offer Fixed
Interest Allocations with guaranteed interest periods of 5, 7 and 10 years. In addition, we may offer DCA Fixed
Interest Allocations, which are 6-month and 1-year Fixed Interest Allocations available exclusively in connection with
our dollar cost averaging program. We may offer additional guaranteed interest periods in some or all states, may not
offer all guaranteed interest periods on all contracts or in all states and the rates for a given guaranteed interest period
may vary among contracts. We set the interest rates periodically. We may credit a different interest rate for each
interest period. The interest you earn in the Fixed Account as well as your principal is guaranteed by ING USA, as
long as you do not take your money out before the maturity date for the applicable interest period. If you take your
money out from a Fixed Interest Allocation more than 30 days before the applicable maturity date, we will apply a
market value adjustment (“Market Value Adjustment”). A Market Value Adjustment could increase or decrease your
contract value and/or the amount you take out. A surrender charge may also apply to withdrawals from your contract.
You bear the risk that you may receive less than your principal because of the Market Value Adjustment.

For contracts sold in some states, not all Fixed Interest Allocations are available. You have a right to return a contract
for a refund as described in the prospectus. To obtain a copy of the Fixed Account II prospectus, please write or call us
at the address and phone number listed on the front page of the prospectus.

The Fixed Account
You may allocate premium payments and transfer your contract value to the guaranteed interest periods of the Fixed
Account during the accumulation period as described in the prospectus. Every time you allocate money to the Fixed
Account, we set up a Fixed Interest Allocation for the guaranteed interest period you select. We will credit your Fixed
Interest Allocation with a guaranteed interest rate for the interest period you select, so long as you do not withdraw
money from that Fixed Interest Allocation before the end of the guaranteed interest period. Each guaranteed interest
period ends on its maturity date which is the last day of the month in which the interest period is scheduled to expire.

Your contract value in the Fixed Account is the sum of your Fixed Interest Allocations and the interest credited as
adjusted for any withdrawals, transfers or other charges we may impose, including any Market Value Adjustment.
Your Fixed Interest Allocation will be credited with the guaranteed interest rate in effect for the guaranteed interest
period you selected when we receive and accept your premium or reallocation of contract value. We will credit interest
daily at a rate that yields the quoted guaranteed interest rate.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed Interest Allocation more than 30 days
before the end of the guaranteed interest period, we will apply a Market Value Adjustment to the transaction. A Market
Value Adjustment could increase or decrease the amount you surrender, withdraw, transfer or annuitize, depending on
current interest rates at the time of the transaction. You bear the risk that you may receive less than your principal
because of the Market Value Adjustment.

Guaranteed Interest Rates
Each Fixed Interest Allocation will have an interest rate that is guaranteed as long as you do not take your money out
until its maturity date. We do not have a specific formula for establishing the guaranteed interest rates for the different
guaranteed interest periods. We determine guaranteed interest rates at our sole discretion. We cannot predict the level
of future interest rates. For more information see the prospectus for the Fixed Account.

PRO.70600-09                                                                    C-1

Transfers from a Fixed Interest Allocation
You may transfer your contract value in a Fixed Interest Allocation to one or more new Fixed Interest Allocations with
new guaranteed interest periods, or to any of the subaccounts of ING USA’s Separate Account B as described in the
prospectus on the maturity date of a guaranteed interest period. The minimum amount that you can transfer to or from
any Fixed Interest Allocation is $100. Transfers from a Fixed Interest Allocation may be subject to a Market Value
Adjustment. If you have a special Fixed Interest Allocation that was offered exclusively with our dollar cost averaging
program, canceling dollar cost averaging will cause a transfer of the entire contract value in such Fixed Interest
Allocation to the ING Liquid Assets Portfolio subaccount, and such a transfer will be subject to a Market Value
Adjustment.

Please be aware that the benefit we pay under certain optional benefit riders will be adjusted by any transfers made to
and from the Fixed Interest Allocations during specified periods while the rider is in effect.

Withdrawals from a Fixed Interest Allocation
During the accumulation phase, you may withdraw a portion of your contract value in any Fixed Interest Allocation.
You may make systematic withdrawals of only the interest earned during the prior month, quarter or year, depending
on the frequency chosen, from a Fixed Interest Allocation under our systematic withdrawal option. A withdrawal from
a Fixed Interest Allocation may be subject to a Market Value Adjustment and a contract surrender charge. Be aware
that withdrawals may have federal income tax consequences, including a 10% penalty tax, as well as state income tax
consequences.

Please be aware that the benefit we pay under certain optional benefit riders will be adjusted by any withdrawals made
to and from the Fixed Interest Allocations during specified periods while the rider is in effect.

Market Value Adjustment
A Market Value Adjustment may decrease, increase or have no effect on your contract value. We will apply a Market
Value Adjustment (i) whenever you withdraw or transfer money from a Fixed Interest Allocation (unless made within
30 days before the maturity date of the applicable guaranteed interest period, or under the systematic withdrawal or
dollar cost averaging program) and (ii) if on the income phase payment start date a guaranteed interest period for any
Fixed Interest Allocation does not end on or within 30 days of the income phase payment start date.

A Market Value Adjustment may be positive, negative or result in no change. In general, if interest rates are rising,
you bear the risk that any Market Value Adjustment will likely be negative and reduce your contract value. On the
other hand, if interest rates are falling, it is more likely that you will receive a positive Market Value Adjustment that
increases your contract value. In the event of a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from the amount surrendered, transferred or
annuitized. In the event of a partial withdrawal, transfer or annuitization, we will add or subtract any Market Value
Adjustment from the total amount withdrawn, transferred or annuitized in order to provide the amount requested. If a
negative Market Value Adjustment exceeds your contract value in the Fixed Interest Allocation, we will consider your
request to be a full surrender, transfer or annuitization of the Fixed Interest Allocation.

Contract Value in the Fixed Interest Allocations
On the contract date, the contract value in any Fixed Interest Allocation in which you are invested is equal to the
portion of the initial premium paid and designated for allocation to the Fixed Interest Allocation. On each business day
after the contract date, we calculate the amount of contract value in each Fixed Interest Allocation as follows:

1)     

We take the contract value in the Fixed Interest Allocation at the end of the preceding business day;

2)     

We credit a daily rate of interest on 1) at the guaranteed rate since the preceding business day;

3)     

We add 1) and 2);

4)     

We subtract from 3) any transfers from that Fixed Interest Allocation; and

5)     

We subtract from 4) any withdrawals, and then subtract any contract fees (including any rider charges) and
premium taxes.

Additional premium payments and transfers allocated to the Fixed Account will be placed in a new Fixed Interest
Allocation. The contract value on the date of allocation will be the amount allocated. Several examples which
illustrate how the Market Value Adjustment works are included in the prospectus for Fixed Account II.

PRO.70600-09                                                                      C-2

Cash Surrender Value
The cash surrender value is the amount you receive when you surrender the contract. The cash surrender value of
amounts allocated to the Fixed Account will fluctuate daily based on the interest credited to Fixed Interest Allocations,
any Market Value Adjustment, and any surrender charge. We do not guarantee any minimum cash surrender value. On
any date during the accumulation phase, we calculate the cash surrender value as follows: we start with your contract
value, then we adjust for any Market Value Adjustment, and then we deduct any surrender charge, any charge for
premium taxes, the annual contract administrative fee (unless waived), and any optional benefit rider charge, and any
other charges incurred but not yet deducted.

Dollar Cost Averaging from Fixed Interest Allocations
You may elect to participate in our dollar cost averaging program from Fixed Account Interest Allocations with a
guaranteed interest period of 1 year or less. The Fixed Interest Allocations serve as the source accounts from which we
will, on a monthly basis, automatically transfer a set dollar amount of money to other Fixed Interest Allocations or
funds selected by you.

The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since we
transfer the same dollar amount to subaccounts each month, more units of a subaccount are purchased if the value of
its unit is low and fewer units are purchased if the value of its unit is high. Therefore, a lower than average value per
unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar cost averaging
program, you are continuously investing in securities regardless of fluctuating price levels. You should consider your
tolerance for investing through periods of fluctuating price levels. You elect the dollar amount you want transferred
under this program. Each monthly transfer must be at least $100. You may change the transfer amount once each
contract year.

Transfers from a Fixed Interest Allocation under the dollar cost averaging program are not subject to a Market Value
Adjustment.

We may in the future offer additional subaccounts or withdraw any subaccount or Fixed Interest Allocation to or from
the dollar cost averaging program or otherwise modify, suspend or terminate this program. Of course, such changes
will not affect any dollar cost averaging programs in operation at the time.

Suspension of Payments
We have the right to delay payment of amounts from a Fixed Interest Allocation for up to 6 months.

More Information
See the prospectus for Fixed Account II.

PRO.70600-09                                                         C-3

APPENDIX D

Fixed Interest Division

A Fixed Interest Division option is available through the group and individual deferred variable annuity contracts
offered by ING USA Annuity and Life Insurance Company. The Fixed Interest Division is part of the ING USA
General Account. Interests in the Fixed Interest Division have not been registered under the Securities Act of 1933,
and neither the Fixed Interest Division nor the General Account are registered under the Investment Company Act of
1940.

Interests in the Fixed Interest Division are offered in certain states through an Offering Brochure, dated
May 1, 2009. The Fixed Interest Division is different from the Fixed Account which is described in the prospectus but
which is not available in your state. If you are unsure whether the Fixed Account is available in your state, please
contact our Customer Service Center at 1-800-366-0066. When reading through the Prospectus, the Fixed Interest
Division should be counted among the various investment options available for the allocation of your premiums, in
lieu of the Fixed Account. The Fixed Interest Division may not be available in some states. Some restrictions may
apply.

You will find more complete information relating to the Fixed Interest Division in the Offering Brochure. Please read
the Offering Brochure carefully before you invest in the Fixed Interest Division.



PRO.70600-09                                                        D-1

APPENDIX E

Surrender Charge for Excess Withdrawals Example

The following assumes you made an initial premium payment of $25,000 and additional premium payments of
$25,000 in each of the second and third contract years, for total premium payments under the contract of $75,000. It
also assumes a withdrawal at the beginning of the fifth contract year of 30% of the contract value of $90,000.

In this example, $9,000 (10% of $90,000) is maximum free withdrawal amount that you may withdraw during the
contract year without a surrender charge. The total amount withdrawn from the contract would be $27,000 ($90,000
x .30). Therefore, $18,000 ($27,000 – $9,000) is considered an excess withdrawal and would be subject to a 3%
surrender charge of $540 ($18,000 x .03). This example does not take into account any Market Value Adjustment or
deduction of any premium taxes.



PRO.70600-09                                                          E-1

APPENDIX F

Pro-Rata Withdrawal Adjustment for 5% Roll-Up Death Benefit Examples

Example #1: The Contract Value (AV) is Lower than the Death Benefit

         Assume a premium payment of $100,000, AV at the time of withdrawal of $80,000 and a 5% Roll-Up minimum
guarantee death benefit (“MGDB”) at the time of withdrawal of $120,000. A total withdrawal of $20,000 is made.

Calculate the Effect of the Withdrawal

             Pro-rata Withdrawal Adjustment to MGDB = $30,000 ($120,000 * ($20,000 / $80,000))

             MGDB after Pro-rata Withdrawal = $90,000 ($120,000 – $30,000)

             AV after Withdrawal = $60,000 ($80,000 – $20,000)

Example #2: The Contract Value (AV) is Greater than the Death Benefit

         Assume a premium payment of $100,000, AV at the time of withdrawal of $160,000 and a 5% Roll-Up minimum
guarantee death benefit (“MGDB”) at the time of withdrawal of $120,000. A total withdrawal of $20,000 is made.

Calculate the Effect of the Withdrawal

             Pro-rata Withdrawal Adjustment to MGDB = $15,000 ($120,000 * ($20,000 / $160,000))

             MGDB after Pro-rata Withdrawal = $105,000 ($120,000 – $15,000)

             AV after Withdrawal = $140,000 ($160,000 – $20,000)

Example #3: The Contract Value (AV) is Equal to the Death Benefit

         Assume a premium payment of $100,000, AV at the time of withdrawal of $120,000 and a 5% Roll-Up minimum
guarantee death benefit (“MGDB”) at the time of withdrawal of $120,000. A total withdrawal of $20,000 is made.

Calculate the Effect of the Withdrawal

             Pro-rata Withdrawal Adjustment to MGDB = $20,000 ($120,000 * ($20,000 / $120,000))

             MGDB after Pro-rata Withdrawal = $100,000 ($120,000 – $20,000)

             AV after Pro-rata Withdrawal = $100,000 ($120,000 – $20,000)
 
 
 
 
PRO.70600-09   F-1

APPENDIX G

Special Funds 5% Roll-up Death Benefit Examples

MGDB* if 50% invested in
Special Funds		 MGDB* if 0% invested in
Special Funds		 MGDB* if 100% invested in
Special Funds
end of yr Covered Special Total end of yr Covered Special Total end of yr Covered Special Total
0 500 500 1,000 0 1,000 - 1,000 0 0 1000 1000
1 525 500 1,025 1 1,050 - 1,050 1 0 1000 1000
2 551 500 1,051 2 1,103 - 1,103 2 0 1000 1000
3 579 500 1,079 3 1,158 - 1,158 3 0 1000 1000
4 608 500 1,108 4 1,216 - 1,216 4 0 1000 1000
5 638 500 1,138 5 1,276 - 1,276 5 0 1000 1000
6 670 500 1,170 6 1,340 - 1,340 6 0 1000 1000
7 704 500 1,204 7 1,407 - 1,407 7 0 1000 1000
8 739 500 1,239 8 1,477 - 1,477 8 0 1000 1000
9 776 500 1,276 9 1,551 - 1,551 9 0 1000 1000
10 814 500 1,314 10 1,629 - 1,629 10 0 1000 1000
 
 
 
MGDB* if transferred to
Special Funds		 MGDB* if transferred to
Covered Funds
at the beginning of year 6 at the beginning of year 6      
end of yr Covered Special Total end of yr Covered Special Total
0 1,000 - 1,000 0        - 1,000 1,000        
1 1,050 - 1,050 1        - 1,000 1,000        
2 1,103 - 1,103 2        - 1,000 1,000        
3 1,158 - 1,158 3        - 1,000 1,000        
4 1,216 - 1,216 4        - 1,000 1,000        
5 1,276 - 1,276 5        - 1,000 1,000        
6 - 1,276 1,276 6 1,050 - 1,050        
7 - 1,276 1,276 7 1,103 - 1,103        
8 - 1,276 1,276 8 1,158 - 1,158        
9 - 1,276 1,276 9 1,216 - 1,216        
10 - 1,276 1,276 10 1,276 - 1,276        
 
 
* MGDB is the 5% Roll-up Minimum Guaranteed Death Benefit.
 
 
 
 
PRO.70600-09                                                  G-1

APPENDIX H

Examples of Minimum Guaranteed Income Benefit Calculation
 
   Example 1                                          
                                                   
   Age              Contract without
the MGIB Rider		 Contract with
the MGIB Rider		 Contract with
the MGIB Rider
Before 1/12/2009
   55 Initial Value $100,000 $100,000 $100,000
  Accumulation Rate 0.0% 0.00% 0.00%
  Rider Charge 0.0% 0.60% 0.60%
                                           
   65 Contract Value $100,000 $92,219 $92,219
     Contract Annuity Factor 4.71 4.71 4.71
    Monthly Income $471.00 $434.35 $434.35
     MGIB Rollup n/a $162,889 $162,889
     MGIB Ratchet n/a $100,000 $100,000
     MGIB Annuity Factor n/a 4.17 4.43
     MGIB Income n/a $679.25 $721.60
                                                   
         Income $471.00 $679.25 $721.60
            
     Example 2                                   
                                         
   Age                 Contract without
the MGIB Rider		 Contract with
the MGIB Rider		 Contract with
the MGIB Rider
Before 1/12/2009
   55    Initial Value $100,000 $100,000 $100,000
     Accumulation Rate 3.0% 3.0% 3.0%
   Rider Charge 0.0% 0.60% 0.60%
                                           
   65 Contract Value $134,392 $125,479 $125,479
  Contract Annuity Factor 4.71 4.71 4.71
  Monthly Income $632.98 $591.01 $591.01
  MGIB Rollup n/a $162,889 $162,889
  MGIB Ratchet n/a $125,479 $125,479
  MGIB Annuity Factor n/a 4.17 4.43
        MGIB Income n/a $679.25 $721.60
                                                         
    Income $632.98 $679.25 $721.60
 
 
 
 
PRO.70600-09   H-1    

Example 3                                  
                                                      
   Age       Contract without
the MGIB Rider		 Contract with
the MGIB Rider		 Contract with
the MGIB Rider
Before 1/12/2009
   55 Initial Value $100,000 $100,000 $100,000
  Accumulation Rate 8.0% 8.0% 8.0%
  Rider Charge 0.0% 0.60% 0.60%
                                             
   65 Contract Value $215,892 $203,538 $203,538
  Contract Annuity Factor 4.71 4.71 4.71
  Monthly Income $1,016.85 $958.66 $959.93
  MGIB Rollup n/a $162,889 $162,889
  MGIB Ratchet n/a $203,538 $203,808
  MGIB Annuity Factor n/a 4.17 4.17
  MGIB Income n/a $848.75 $902.87
  Income $1,016.85 $958.66 $959.93
 
The Accumulation Rates shown are hypothetical and intended to illustrate various market conditions. These rates
are assumed to be net of all fees and charges. Fees and charges are not assessed against the MGIB Rollup Rate.
 
 
 
 
PRO.70600-09   H-2    

APPENDIX I

ING LifePay Plus and ING Joint LifePay Plus Partial Withdrawal Amount Examples

(For riders issued on or after April 28, 2008, subject to state approval)

The following examples show the adjustment to the Maximum Annual Withdrawal amount for a withdrawal before the
Lifetime Withdrawal Phase has begun.

Illustration 1: Adjustment to the ING LifePay Plus Base for a withdrawal taken prior to the Lifetime
Withdrawal Phase.

Assume the Annuitant is age 55 and the first withdrawal taken during the contract year is $3,000 net, with $0 of
surrender charges. Because the ING LifePay Plus Rider is not yet eligible to enter the Lifetime Withdrawal Phase,
there is no Maximum Annual Withdrawal and the entire withdrawal is considered excess.

If the ING LifePay Plus Base and contract value before the withdrawal are $100,000 and $90,000, respectively, then
the ING LifePay Plus Base will be reduced by 3.33% ($3,000 / $90,000) to $96,667 ((1 – 3.33%) * $100,000).

Any additional withdrawals taken prior to the Annuitant reaching age 59½ will also result in an immediate pro-rata
reduction to the ING LifePay Plus Base.

The following are examples of adjustments to the Maximum Annual Withdrawal amount for withdrawals in excess of
the Maximum Annual Withdrawal:

Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with no surrender charges. The Maximum Annual
Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. The Maximum Annual
Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual Withdrawal,
$5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. Because total net
withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an adjustment to the Maximum
Annual Withdrawal. However, because only $4,500 in gross withdrawals was taken during the contract year prior to
this withdrawal, $500 of the $1,500 gross withdrawal is not considered excess.

Total gross withdrawals during the contract year are $6,000 ($3,000 + $1,500 + $1,500). The adjustment is the lesser
of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal, $1,000, and
the amount of the current gross withdrawal, $1,500.

If the contract value before this withdrawal is $50,000, and the contract value is $49,500 after the part of the gross
withdrawal that was within the Maximum Annual Withdrawal, $500, then the Maximum Annual Withdrawal is
reduced by 2.02% ($1,000 / $49,500) to $4,899 ((1 – 2.02%) * $5,000).

Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the
Additional Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. The Required Minimum Distribution for the current calendar
year applicable to this contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the
excess of this amount above the Maximum Annual Withdrawal, $1,000 ($6,000 – $5,000).

PRO.70600-09                                                                     I-1

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges. The Maximum Annual
Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. The Maximum Annual
Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual Withdrawal,
$5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. Total net withdrawals
taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, however, the Maximum Annual Withdrawal is not
adjusted until the Additional Withdrawal Amount is exhausted. The amount by which total net withdrawals taken
exceed the Maximum Annual Withdrawal, $1,000 ($6,000 – $5,000), is the same as the Additional Withdrawal
Amount, so no adjustment to the Maximum Annual Withdrawal is made. If total net withdrawals taken had exceeded
the sum of the Maximum Annual Withdrawal and the Additional Withdrawal Amount, then an adjustment would be
made to the Maximum Annual Withdrawal.

Illustration 4: The Additional Withdrawal Amount at the end of the calendar year before it is withdrawn.

Assume the most recent contract date was July 1, 2008 and the Maximum Annual Withdrawal is $5,000. Also assume
RMDs, applicable to this contract, are $6,000 and $5,000 for 2008 and 2009 calendar years respectively.

Between July 1, 2008 and December 31, 2008, a withdrawal of $5,000 is taken which exhausts the Maximum Annual
Withdrawal.

On January 1, 2009, the Additional Withdrawal Amount is set equal to the excess of the 2009 RMD above the existing
Maximum Annual Withdrawal, $1,000 ($6,000 – $5,000). Note that while the Maximum Annual Withdrawal has been
exhausted, it is still used to calculate the Additional Withdrawal Amount.

The owner now has until December 31, 2009 to take the newly calculated Additional Withdrawal Amount of $1,000.
The owner decides not to take the Additional Withdrawal Amount of $1,000 in 2009.

On January 1, 2010, the Additional Withdrawal Amount is set equal to the excess of the 2010 RMD above the existing
Maximum Annual Withdrawal, $0 ($5,000 – $5,000). Note that the Additional Withdrawal Amount of $1,000 from
the 2009 calendar year carries over into the 2010 calendar year and is available for withdrawal.

Illustration 5: A withdrawal exceeds the Maximum Annual Withdrawal amount and the Additional
Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. The Required Minimum Distribution for the current calendar
year applicable to this contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the
excess of this amount above the Maximum Annual Withdrawal, $1,000 ($6,000 – $5,000).

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges. The Maximum Annual
Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. The Maximum Annual
Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual Withdrawal,
$5,000.

The next withdrawal taken during the contract year is $3,500 net, with $0 of surrender charges. Total net withdrawals
taken, $8,000, exceed the sum of the Maximum Annual Withdrawal and the Additional Withdrawal Amount, $6,000,
and there is an adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the contract year are $8,000 ($3,000 + $1,500 + $3,500). The adjustment is the lesser
of the amount by which the total gross withdrawals for the year exceed the sum of the Maximum Annual Withdrawal
and the Additional Withdrawal Amount ($8,000 – $6,000 = $2,000), and the amount of the current gross withdrawal
($3,500).

If the contract value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by 4.00%
($2,000 / $50,000) to $4,800 ((1 – 4.00%) * $5,000).

PRO.70600-09                                                                I-2

Illustration 6: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges. The Maximum Annual
Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. The Maximum Annual
Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual Withdrawal,
$5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. Because total net
withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an adjustment to the Maximum
Annual Withdrawal. However, because only $4,500 in gross withdrawals was taken during the contract year prior to
this withdrawal, $500 of the $1,500 gross withdrawal is not considered excess.

Total gross withdrawals during the contract year are $6,000 ($3,000 + $1,500 + $1,500). The adjustment is the lesser
of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal, $1,000, and
the amount of the current gross withdrawal, $1,500.

If the contract value after the part of the gross withdrawal that was within the Maximum Annual Withdrawal, $500, is
$49,500, then the Maximum Annual Withdrawal is reduced by 2.02% ($1,000 / $49,500) to $4,899 ((1 – 2.02%) *
$5,000).

Another withdrawal is taken during that same contract year in the amount of $400 net, with $100 of surrender charges.
Total gross withdrawals during the contract year are $6,500 ($3,000 + $1,500 + $1,500 + $500). The adjustment to the
MAW is the lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual
Withdrawal, $1,500, and the amount of the current gross withdrawal, $500.

If the contract value before this withdrawal is $48,500, then the Maximum Annual Withdrawal is reduced by 1.03%
($500 / $48,500) to $4,849 ((1 – 1.03%) * $4,899).


PRO.70600-09                                                           I-3

APPENDIX J

Examples of Fixed Allocation Funds Automatic Rebalancing

The following examples are designed to assist you in understanding how Fixed Allocation Funds Automatic
Rebalancing works. The examples assume that there are no investment earnings or losses.

I. Subsequent Payments

A. Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 100% to Accepted
Funds. No Fixed Allocation Funds Automatic Rebalancing would occur, because this allocation meets the required
investment option allocation.

B. Assume that on Day 2, the owner deposits an additional payment of $500,000, bringing the total contract value to
$600,000, and allocates this deposit 100% to Other Funds. Because the percentage allocated to the Fixed Allocation
Funds (0%) is less than 30% of the total amount allocated to the Fixed Allocation Funds and the Other Funds, we will
automatically reallocate $150,000 from the amount allocated to the Other Funds (30% of the $500,000 allocated to the
Other Funds) to the Fixed Allocation Funds. Your ending allocations will be $100,000 to Accepted Funds, $150,000
to the Fixed Allocation Funds, and $350,000 to Other Funds.

II. Partial Withdrawals

A. Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 65% to Accepted
Funds ($65,000), 30% to the Fixed Allocation Funds ($320,000), and 5% to Other Funds ($5,000). No Fixed
Allocation Funds Automatic Rebalancing would occur, because this allocation meets the required investment option
allocation.

B. Assume that on Day 2, the owner requests a partial withdrawal of $29,000 from the Fixed Allocation Funds.
Because the remaining amount allocated to the Fixed Allocation Funds ($11,000) is less than 30% of the total amount
allocated to the Fixed Allocation Funds and the Other Funds, we will automatically reallocate $800 from the Other
Funds to the Fixed Allocation Funds, so that the amount allocated to the Fixed Allocation Funds ($1,800) is 30% of
the total amount allocated to the Fixed Allocation Funds and Other Funds ($16,000).




PRO.70600-09                                                   J-1

APPENDIX K

Information Regarding Previous Versions of the
ING LifePay Plus and ING Joint LifePay Plus Riders

Important Note:
The following information pertains to the form of ING LifePay Plus and ING Joint LifePay Plus riders available for
purchase on and after April 28, 2008 through April 30, 2009, in states where approved. If this form of ING LifePay Plus
or ING Joint LifePay Plus rider is not yet approved for sale in your state, or if you have purchased a previous version of
this rider, please see page K8 for more information. If you purchased the ING LifePay or ING Joint LifePay rider,
please see Appendix L for more information.

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider. The ING LifePay
Plus rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum level
of annual withdrawals from the contract for the lifetime of the annuitant, even if these withdrawals deplete your
contract value to zero. You may wish to purchase this rider if you are concerned that you may outlive your income.

Purchase. In order to elect the ING LifePay Plus rider, the annuitant must be the owner or one of the owners,
unless the owner is a non-natural owner. Joint annuitants are not allowed. The maximum issue age is 80. The issue
age is the age of the owner (or the annuitant if there are joint owners or the owner is non-natural) on the rider effective
date. The ING LifePay Plus rider is subject to broker-dealer availability. This version of the ING LifePay Plus rider
was available for contracts issued on and after April 28, 2008 through April 30, 2009 (subject to availability and
state approvals) that did not already have a living benefit rider. The ING LifePay Plus rider will not be issued if the
initial allocation to investment options is not in accordance with the investment option restrictions described in
“Investment Option Restrictions,” below. The Company in its discretion may allow the rider to be elected after a
contract has been issued without it, subject to certain conditions. Contact the Customer Service Center for more
information. Such election must be received in good order, including compliance with the investment restrictions
described below. The rider will be effective as of the following quarterly contract anniversary.

Rider Effective Date. The rider effective date is the date coverage under the ING LifePay Plus rider begins. If you
purchase the ING LifePay Plus rider when the contract is issued, the rider effective date is also the contract date. If
you purchase the ING LifePay Plus rider after contract issue, the rider effective date will be the date of the contract’s
next following quarterly contract anniversary. A quarterly contract anniversary occurs each quarter of a contract year
from the contract date.

Charge. The charge for the ING LifePay Plus rider, a living benefit, is deducted quarterly from your contract value:

    Maximum Annual Charge Current Annual Charge
  1.30% 0.65%

This quarterly charge is a percentage of the ING LifePay Plus Base. If this rider was purchased before
January 12, 2009, the current annual charge is 0.55%. We deduct the charge in arrears based on the contract date
(contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter from
the contract date. If the rider is added after contract issue, the rider and charges will begin on the next following
quarterly contract anniversary. The charge will be pro-rated when the rider is terminated. Charges will no loner be
deducted once your rider enters Lifetime Automatic Periodic Benefit Status. Lifetime Automatic Periodic Benefit
Status occurs if your contract value is reduced to zero and other conditions are met. We reserve the right to increase
the charge for the ING LifePay Plus rider upon an Annual Ratchet once the Lifetime Withdrawal Phase begins. For
riders issued before January 12, 2009, we reserve the right to increase the charge for the ING LifePay Plus rider
upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins. You will never pay more than new issues of
this rider, subject to the maximum annual charge. We will not increase your charge for your first five years after the
effective date of the rider.

PRO.70600-09                                                                    K-1

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment would
not apply when this charge is deducted from the Fixed Account. With the Fixed Account, we deduct the charge from
the Fixed Interest Allocation having the nearest maturity. For more information about the Fixed Account, including
the Market Value Adjustment, please see Appendix C. We reserve the right to change the charge for this rider,
subject to the maximum annual charge. If changed, the new charge will only apply to riders issued after the change.

No Cancellation. Once you purchase the ING LifePay Plus rider, you may not cancel it unless you: a) cancel the
contract during the contract’s free look period; b) surrender; c) begin income phase payments; or d) otherwise
terminate the contract pursuant to its terms. These events automatically cancel the ING LifePay Plus rider. The
Company may, at its discretion, cancel and/or replace the ING LifePay Plus rider at your request in order to renew
or reset the rider.

Termination. The ING LifePay Plus rider is a “living benefit,” which means the guaranteed benefits offered are
intended to be available to you while you are living and while your contract is in the accumulation phase. The
optional rider automatically terminates if you:

1)     

Terminate your contract pursuant to its terms during the accumulation phase, surrender your contract, or
begin receiving income phase payments in lieu of payments under the rider; or

 
2)     

Die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant if the
contract is a custodial IRA), unless your spouse beneficiary elects to continue the contract; or

 
3)     

Change the owner of the contract (other than a spousal beneficiary continuation on your death).

Other circumstances that may cause the ING LifePay Plus rider to terminate automatically are discussed below.

Highlights. This paragraph introduces the terminology used with the ING LifePay Plus rider and how its components
generally work together. Benefits and guarantees are subject to the terms, conditions and limitations of the ING
LifePay Plus rider. More detailed information follows below, with capitalized words that are underlined indicating
headings for ease of reference. The ING LifePay Plus rider guarantees an amount available for withdrawal from the
contract in any contract year once the Lifetime Withdrawal Phase begins -- we use the ING LifePay Plus Base as part
of the calculation of the Maximum Annual Withdrawal. The guarantee continues when the ING LifePay Plus rider
enters Lifetime Automatic Periodic Benefit Status, at which time we will pay you periodic payments in an annual
amount equal to the Maximum Annual Withdrawal (since contract value would be zero) until the annuitant’s death.
The ING LifePay Plus Base is eligible for Annual Ratchets and 6% Compounding Step-Ups (Quarterly Ratchets and
7% Compounding Step-Ups for riders issued before January 12, 2009), and subject to adjustment for any Excess
Withdrawals. The ING LifePay Plus rider has an allowance for withdrawals from a contract subject to the Required
Minimum Distribution rules of the Tax Code that would otherwise be Excess Withdrawals. The ING LifePay Plus
rider has a death benefit that is payable upon the contract owner’s death only when the ING LifePay Plus Death
Benefit Base is greater than the contract’s death benefit. The ING LifePay Plus rider allows for spousal continuation.

ING LifePay Plus Base. The ING LifePay Plus Base is first calculated when you purchase the ING LifePay Plus
rider: (a) On the contract date, it is equal to the initial premium; and (b) After the contract date, it is equal to the
contract value on the effective date of the rider.

The ING LifePay Plus Base is increased, dollar for dollar, by any subsequent premiums. We refer to the ING LifePay
Plus Base as the MGWB Base in the ING LifePay Plus rider.

Withdrawals and Excess Withdrawals. Once the Lifetime Withdrawal Phase begins, withdrawals within a
contract year up to the Maximum Annual Withdrawal, including for payment of third-party investment advisory fees,
have no impact on the ING LifePay Plus Base. These withdrawals will not incur surrender charges or a negative
Market Value Adjustment associated with any Fixed Account allocations. For example, assume the current contract
value is $90,000 on a contract with the ING LifePay Plus rider in the Lifetime Withdrawal Phase. The ING LifePay
Plus Base is $100,000, and the Maximum Annual Withdrawal is $5,000. Even though a withdrawal of $5,000 would
reduce the contract value to $85,000, the ING LifePay Plus Base would remain at its current level (as would the
Maximum Annual Withdrawal as well) since the withdrawal did not exceed the Maximum Annual Withdrawal. See
below for more information about the Maximum Annual Withdrawal.

PRO.70600-09                                                                           K-2

An Excess Withdrawal is either a) a withdrawal before the Lifetime Withdrawal Phase begins (except for payment of
third-party investment advisory fees); or b) once the Lifetime Withdrawal Phase begins, any portion of a withdrawal
during a contract year that exceeds the Maximum Annual Withdrawal. An Excess Withdrawal is also a withdrawal
after spousal continuation of the contract but before the ING LifePay Plus riders’ guarantees resume, which occurs on
the next quarterly contract anniversary following spousal continuation. An Excess Withdrawal will cause a pro-rate
reduction of the ING LifePay Plus Base -- in the same proportion as contract value is reduced by the portion of the
withdrawal that is considered excess, inclusive of surrender charges or Market Value Adjustment associated with any
Fixed Account allocations (rather than the total amount of the withdrawal). An Excess Withdrawal will also cause the
Maximum Annual Withdrawal to be recalculated. See Illustrations 1, 2, and 6 for examples of the consequences of an
excess withdrawal.

Please not that any withdrawals before the rider effective date in the same contract year when the ING LifePay Plus
rider is added after contract issue are counted in calculating your withdrawals in that contract year to determine
whether the Maximum Annual Withdrawal has been exceeded.

Annual Ratchet. The ING LifePay Plus Base is recalculated on each contract anniversary -- to equal the greater of:
a) the current ING LifePay Plus Base; or b) the current contract value. We call this recalculation an Annual Ratchet.

For riders issued before January 12, 2009, the ING LifePay Plus Base is recalculated on each quarterly contract
anniversary (once each quarter o a contract year from the contract date). We call this recalculation a Quarterly Ratchet.

Once the Lifetime Withdrawal Phase begins, we reserve the right to increase the charge for the ING LifePay Plus rider
upon an Annual Ratchet. You will never pay more than new issues of the ING LifePay Plus rider, subject to the
maximum annual charge, and we will not increase this charge for your first five years after the rider effective date. We
will notify you in writing not less than 30 days before a charge increase. You may avoid the charge increase by
canceling the forthcoming Annual Ratchet. Our written notices will outline the procedure you will need to follow to do
so. Please note, however, that from then on the ING LifePay Plus Base would no longer be eligible for any Annual
Ratchets, so the Maximum Annual Withdrawal percentage would not be eligible to increase. More information about
the Maximum Annual Withdrawal Percentage is below under “Maximum Annual Withdrawal.” Our written notice will
also remind you of the consequences of canceling the forthcoming Annual Ratchet.

For riders issued before January 12, 2009, we reserve the right to increase the charge for this rider upon a Quarterly
Ratchet once the Lifetime Withdrawal Phase begins. You will never pay more than new issues of the rider, subject to
the maximum charge, and we promise not to increase the charge for your first five contract years. Canceling a
forthcoming Quarterly Ratchet to avoid the charge increase will have the same outcome as noted above.

6% Compounding Step-Up. The ING LifePay Plus Base is recalculated on each of the first ten contract
anniversaries after the rider effective date SO LONG AS no withdrawals were taken during the preceding contract
year. The recalculated ING LifePay Plus Base will equal the greatest of a) the current ING LifePay Plus Base; b) the
current contract value; and c) the ING LifePay Plus Base on the previous contract anniversary, increased by 6%, plus
any premiums received and minus any withdrawals for payment of third-party investment advisory fees since the
previous contract anniversary. We call this recalculation a 6% Compounding Step-Up.

Please note there are no partial 6% Compounding Step-Ups. The 6% Compounding Step-Up is not pro-rated. For
riders added to existing contracts (a post contract issuance election), the first opportunity for a 6% Compounding Step-
Up will not be until the first contract anniversary after a full contract year has elapsed since the rider effective date.

For example, assume a contract owner decides to add the ING LifePay Plus rider on March 15, 2009 to a contract that
was purchased on January 1, 2009. The rider effective date is April 1, 2009, which is the date of the contract’s next
following quarterly contract anniversary. Because on January 1, 2010 a full contract year will not have elapsed since
the rider effective date, the ING LifePay Plus Base will not be eligible for a step-up. Rather, the first opportunity for a
step-up with this contract will be on January 1, 2011.

For riders issued before January 12, 2009, the step-up is 7%, which we call a 7% Compounding Step-Up. The 7%
Compounding Step-Up is not pro-rated.

PRO.70600-09                                                                         K-3

Lifetime Withdrawal Phase. The Lifetime Withdrawal Phase begins on the date of your first withdrawal (except
those for payment of third-party investment advisory fees), SO LONG AS the annuitant is age 59½. On this date, the
ING LifePay Plus Base is recalculated to equal the greater of the current ING LifePay Plus Base or the current contract
value. The Lifetime Withdrawal Phase will continue until the earliest of:

1)     

the date income phase payments begin (see “The Income Phase”);

 
2)     

reduction of the contract value to zero by an Excess Withdrawal;

 
3)     

reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal;

 
4)     

the surrender of the contract; or

 
5)     

the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person
owner), unless your spouse beneficiary elects to continue the contract.

The ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status in the even contract value is reduced to
zero other than by an Excess Withdrawal. Please see “Lifetime Automatic Periodic Benefit Status” below for more
information.

Maximum Annual Withdrawal. The Maximum Annual Withdrawal is the amount that the ING LifePay Plus rider
guarantees to be available for withdrawal from the contract in any contract year. The Maximum Annual Withdrawal is
first calculated when the Lifetime Withdrawal Phase begins and equals the Maximum Annual Withdrawal percentage,
based on the annuitant’s age, multiplied by the ING LifePay Plus Base.

The Maximum Annual Withdrawal Percentages are:

  Maximum Annual Withdrawal Percentage Age
4% 59½ – 64
5% 65+

If the rider was issued prior to January 12, 2009, the Maximum Annual Withdrawal percentage is 5%.

The Maximum Annual Withdrawal is thereafter recalculated whenever the ING LifePay Plus Base is recalculated, for
example, upon an Annual Ratchet or 6% Compounding Step-Up (Quarterly Ratchet or 7% Compounding Step-Up if
this rider was purchased before January 12, 2009). In addition, the Maximum Annual Withdrawal Percentage can
increase with the Annual Ratchet as the annuitant grows older.

In the event that on the date the Lifetime Withdrawal Phase begins the contract value is greater than the ING LifePay
Plus Base, then before the Maximum Annual Withdrawal is first calculated, the ING LifePay Plus Base will be set
equal to the contract value. The greater the ING LifePay Plus Base, the greater the amount will be available to you for
withdrawal under the ING LifePay Plus rider in calculating the Maximum Annual Withdrawal for the first time. In
addition, if the contract’s income phase commencement date is reached while the ING LifePay Plus rider is in the
Lifetime Withdrawal Phase, you may elect a life only income phase option, in lieu of the contract’s other income phase
options, under which we will pay the greater of the income phase payout under the contract and the equal payments of
the Maximum Annual Withdrawal. For more information about the contract’s income phase options, see “The Income
Phase” in the prospectus.

Required Minimum Distributions. The ING LifePay Plus rider allows for withdrawals from a contract subject to
the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual Withdrawal without
causing a pro-rata reduction of the ING LifePay Plus Base and recalculation of the Maximum Annual Withdrawal. If
your Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year),
applicable to this contract, is greater than the Maximum Annual Withdrawal on that date, then an Additional
Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the
Maximum Annual Withdrawal. Once you have taken the Maximum Annual Withdrawal for the then current contract
year, the dollar amount of any additional withdrawals will count first against and reduce any unused Additional
Withdrawal Amount for the previous calendar year followed by any Additional Withdrawal Amount for the current
calendar year -- without constituting an Excess Withdrawal.

See Illustration 3.

PRO.70600-09                                                                                  K-4

Withdrawals that exceed the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts are
Excess Withdrawals that will cause a pro-rata reduction of the ING LifePay Plus Base and the Maximum Annual
Withdrawal to be recalculated. See Illustration 5 for an example of the consequences of an Excess Withdrawal with an
Additional Withdrawal Amount. The Additional Withdrawal Amount is available on a calendar year basis and
recalculated every January, reset to equal that portion of the Required Minimum Distribution for that calendar year that
exceeds the Maximum Annual Withdrawal on that date. Any unused amount of the Additional Withdrawal Amount
carries over into the next calendar year and is available through the end of that year, at which time any amount
remaining will expire. See Illustration 4 for an example of the Additional Withdrawal Amount being carried over.
Please note that there is no adjustment to the Additional Withdrawal Amount for Annual Ratchets (Quarterly
Ratchets for riders issued before January 12, 2009), or upon spousal continuation of the ING LifePay Plus
Rider.

Lifetime Automatic Periodic Benefit Status. The ING LifePay Plus rider enters Lifetime Automatic Periodic
Benefit Status when your contract value is reduced to zero other than by an Excess Withdrawal (a withdrawal in excess
of the Maximum Annual Withdrawal that causes your contract value to be reduced to zero will terminate the ING
LifePay Plus rider). You will no longer be entitled to make withdrawals, but instead will begin to receive periodic
payments in an annual amount equal to the Maximum Annual Withdrawal. When the rider enters Lifetime Automatic
Periodic Benefit Status:

1)     

The contract will provide no further benefits (including death benefits) other than as provided under the
ING LifePay Plus rider;

 
2)     

No further premium payments will be accepted; and

 
3)     

Any other riders issued with the contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is
equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the annuitant at which time
both the rider and the contract will terminate. The rider will remain in Lifetime Automatic Periodic Benefit Status until
it terminates without value upon the annuitant’s death.

If, when the ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, your net withdrawals to date
are less than the Maximum Annual Withdrawal for that contract year, then we will pay you the difference
immediately. The periodic payments will begin on the first contract anniversary following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

In the event contract value is reduced to zero before the Lifetime Withdrawal Phase begins, Lifetime Automatic
Periodic Benefit Status is deferred until the contract anniversary on or after the annuitant is age 59½. During this time,
the ING LifePay Plus rider’s death benefit remains payable upon the annuitant’s death, and the ING LifePay Plus rider
remains eligible for the 6% Compounding Step-Ups (7% of Compounding Step-Ups for riders issued before
January 12, 2009). Once the ING LifePay Plus rider enters the Lifetime Automatic Periodic Benefit Status, periodic
payments will begin in an annual amount equal to the Maximum Annual Withdrawal percentage multiplied by the ING
LifePay Plus Base.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic withdrawal,
either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn from your
contract and paid to you on a scheduled basis, either monthly, quarterly, or annually. If, at the time the rider enters
Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the contract more
frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that the
sum of the payments in each contract year will equal the annual Maximum Annual Withdrawal. Such payments will be
made on the same payment dates as previously set up, if the payments were being made monthly or quarterly. If the
payments were being made annually, then the payments will be made on each following contract anniversary.

PRO.70600-09                                                                            K-5

Investment Option Restrictions. While the ING LifePay Plus rider is in effect, there are limits on the portfolios to
which your contract value may be allocated. Contract value allocated to portfolios other than Accepted Funds will be
rebalanced so as to maintain at least a specified percentage of such contract value in the Fixed Allocation Funds, which
percentage depends on the rider’s purchase date:.

  Rider Purchase Date Fixed Allocation Fund Percentage
Currently 30%
Before January 12, 2009 25%
Before October 6, 2008 20%

See “Fixed Allocation Funds Automatic Rebalancing,” below. We impose these investment option restrictions in order
to lesser the likelihood we would have to make payments under this rider. We require these allocations regardless of
your investment instructions under the contract. The ING LifePay Plus rider will not be issued until your contract
value is allocated in accordance with these investment option restrictions. The timing of when and how we apply these
investment option restrictions is discussed further below.

Accepted Funds. Currently, the Accepted Funds are:

·   

Fixed Account II

·   

Fixed Interest Division

·   

ING Liquid Assets Portfolio

·   

ING Solution Income Portfolio

·   

ING Solution 2015 Portfolio

·   

ING Solution 2025 Portfolio

·   

ING Solution 2035 Portfolio

·   

ING T. Rowe Price Capital Appreciation Portfolio.

If this rider was purchased before January 12, 2009, the following are additional Accepted Funds:

·   

ING Franklin Templeton Founding Strategy Portfolio; and

·   

ING WisdomTreeSM Global High-Yielding Equity Index Portfolio

No rebalancing is necessary if the contract value is allocated entirely to Accepted Funds. We may change these
designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract value
allocated to such portfolios after the date of the change.

Fixed Allocation Funds. Currently, the Fixed Allocation Funds are:

·   

ING American Funds Bond Portfolio

·   

ING BlackRock Inflation Protected Bond Portfolio

·   

ING Intermediate Bond Portfolio

·   

ING U.S. Bond Index Portfolio.

You may allocate your contract value to one or more Fixed Allocated Funds. We consider the ING Intermediate
Bond Portfolio to be the default Fixed Allocation Fund in connection with Fixed Allocation Funds Automatic
Rebalancing.

If the rider is not continued under the spousal continuation right when available, a Fixed Allocation Fund may be
reclassified as a Special Fund as of the contract continuation date if it would otherwise be designated as a Special
Fund for purposes of the contract’s death benefits. For purposes of calculating any applicable death benefit
guaranteed under the contract, any allocation of contract value to the Fixed Allocation Funds will be considered a
Covered Fund allocation while the rider is in effect.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed Allocation
Funds are considered Other Funds.

PRO.70600-09                                                                       K-6

Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is less
than the specified percentage noted above of the total contract value allocated to the Fixed Allocation Funds and
Other Funds on any ING LifePay Plus Rebalancing Date, we will automatically rebalance the contract value
allocated to the Fixed Allocation Funds and Other Funds so that a specified percentage of this amount is allocated to
the Fixed Allocation Funds. The specified percentage depends on the rider’s purchase dated. Accepted Funds are
excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done on a pro-rata basis among
the Other Funds and will be the last transaction processed on that date. The ING LifePay Plus Rebalancing Dates
occur on each contract anniversary and after the following transactions:

1)     

Receipt of additional premiums;

 
2)     

Transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or
specifically directed by you;

 
3)     

Withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the contract.
However, if the other automatic rebalancing under the contract causes the allocations to be out of compliance with
the investment option restrictions noted above, Fixed Allocation Funds Automatic Rebalancing will occur
immediately after the automatic rebalancing to restore the required allocations. See “Appendix J–Examples of Fixed
Allocation Funds Automatic Rebalancing.” You will be notified that Fixed Allocation Funds Automatic Rebalancing
has occurred, along with your new allocations, by a confirmation statement that will be mailed to you after Fixed
Allocation Funds Automatic Rebalancing has occurred.

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into a Fixed
Allocation Fund even if you have not previously been invested in it. See “Appendix J–Examples of Fixed Allocation
Funds Automatic Rebalancing, Example I.” By electing to purchase the ING LifePay Plus rider, you are
providing the Company with direction and authorization to process these transactions, including
reallocations into the Fixed Allocation Funds. You should not purchase the ING LifePay Plus rider if you do
not wish to have your contract value reallocated in this manner.

Death of Owner or Annuitant. The ING LifePay Plus rider terminates (with the rider’s charges pro-rated) on
the date of death of the owner (or in the case of joint owners, the first owner), or the annuitant if there is a non-
natural owner. Also, an ING LifePay Plus rider that is in Lifetime Automatic Periodic Benefit Status terminates on
the date of the annuitant’s death.

ING LifePay Plus Death Benefit Base. The ING LifePay Plus rider has a death benefit that is payable upon the
owner’s death only when the ING LifePay Plus Death Benefit Base is greater than the contract’s death benefit. The
ING LifePay Plus Death Benefit Base is first calculated when you purchase the ING LifePay Plus rider. If the ING
LifePay Plus rider is purchased on the contract date, the initial ING LifePay Plus Death Benefit Base is equal to the
initial premium. If the ING LifePay Plus rider as purchased after the contract date, the initial ING LifePay Plus
Death Benefit Base is equal to the contract value on the rider effective date.

The ING LifePay Plus Death Benefit Base is increased by the dollar amount of any subsequent premiums and
subject to any withdrawal adjustments. The ING LifePay Plus Death Benefit Base is reduced by the dollar amount of
any withdrawals for the payment of third-party investment advisory fees before the Lifetime Withdrawal Phase
beings, and for any withdrawals once the Lifetime Withdrawal Phase begins that are not Excess Withdrawals,
including withdrawals for payment of third-party investment advisory fees. The ING LifePay Plus Death Benefit
Base is subject to a pro-rata reduction for an Excess Withdrawal. Please see “Withdrawals and Excess Withdrawals”
for more information.

There is no additional charge for the death benefit associated with the ING LifePay Plus rider. Please note that the
ING LifePay Plus Death Benefit Base is not eligible to participate in Annual Ratchets or 6% Compounding Step-
Ups (Quarterly Ratchets and 7% Compounding Step-Ups if the rider was purchased before January 12, 2009).

In the event the ING LifePay Plus Death Benefit Base is greater than zero when the ING LifePay Plus rider enters
Lifetime Automatic Periodic Benefit Status, each periodic payment reduces the ING LifePay Plus Death Benefit
Base dollar for dollar until the earlier of the ING LifePay Plus Death Benefit Base being reduced to zero or the
annuitant’s death. Upon the annuitant’s death, any remaining ING LifePay Plus death benefit is payable to the
beneficiary in a lump sum.

PRO.70600-09                                                                    K-7

Spousal Continuation. If the surviving spouse of the deceased owner continues the contract (see “Death
Benefit Choices–Continuation After Death–Spouse”), the rider will also continue, provided the spouse becomes the
annuitant and sole owner. At the time the contract is continued, the ING LifePay Plus Base is recalculated to equal
the contract value, inclusive of the guaranteed death benefit -- UNLESS the continuing spouse is a joint owner and
the original annuitant, OR the Lifetime Withdrawal Phase has not yet begun. In these cases, the ING LifePay Plus
Base is recalculated to equal the greater of a) the contract value, inclusive of the guaranteed death benefit; and b) the
last-calculated ING LifePay Plus Base, subject to pro-rata adjustment for any withdrawals before spousal
continuation. Regardless, the ING LifePay Plus rider’s guarantees resume on the next quarterly contract anniversary
following spousal continuation. Any withdrawals after spousal continuation of the contract but before the ING
LifePay Plus rider’s guarantees resume are Excess Withdrawals. The LifePay Plus rider remains eligible for the
Annual Ratchet upon recalculation of the ING LifePay Plus Base (Quarterly Ratchets if this rider was purchased
before January 12, 2009).

The Maximum Annual Withdrawal is also recalculated at the same time as the ING LifePay Plus Base; however,
there is no Maximum Annual Withdrawal upon spousal continuation until the Lifetime Withdrawal Phase begins on
the date of the first withdrawal after spousal continuation, SO LONG AS the annuitant is age 59½. The Maximum
Annual Withdrawal is recalculated to equal 5% (the Maximum Annual Withdrawal percentage) multiplied by the
ING LifePay Plus Base. There is no adjustment to the Additional Withdrawal Amount upon spousal continuation of
the ING LifePay Plus rider for a contract subject to the Required Minimum Distribution rules of the Tax Code. Any
withdrawals before the contract owner’s death and spousal continuation are counted in calculating you withdrawals
in that contract year to determine whether the Maximum Annual Withdrawal has been exceeded.

Please note, if the contract value is greater than the ING LifePay Plus Base on the date the Lifetime Withdrawal
Phase begins, then the ING LifePay Plus Base will be set equal to the contract value before the Maximum Annual
Withdrawal is first calculated. Also, upon spousal continuation, the ING LifePay Plus Death Benefit Base equals the
ING LifePay Plus Death Benefit Base before the contract owner’s death, subject to any pro-rata adjustment for
withdrawals before spousal continuation of the rider.

Contrary to the ING Joint LifePay Plus rider, spousal continuation of the ING LifePay Plus rider would likely NOT
take effect at the same time as the contract is continued. As noted above, the ING LifePay Plus rider provides for
spousal continuation only on a quarterly contract anniversary (subject to the spouse becoming the annuitant and sole
owner). So if you are concerned about the availability of benefits being interrupted with spousal continuation of the
ING LifePay Plus rider, you might instead want to purchase the ING Joint LifePay Plus rider.

Change of Owner or Annuitant. The ING LifePay Plus rider terminates (with the rider’s charge pro-rated) upon
an ownership change or change of annuitant, except for:

1)     

spousal continuation as described above;

 
2)     

change of owner from one custodian to another custodian;

 
3)     

change of owner from a custodian for the benefit of an individual to the same individual;

 
4)     

change of owner from an individual to a custodian for the benefit of the same individual;

 
5)     

collateral assignments;

 
6)     

change in trust as owner where the individual owner and the grantor of the trust are the same individual;

 
7)     

change of owner from an individual to a trust where the individual owner and the grantor of the trust are
the same individual;

 
8)     

change of owner from a trust to an individual where the individual owner and the grantor of the trust are
the same individual; and

 
9)     

change of owner pursuant to a court order.

Surrender Charges. Once the Lifetime Withdrawal Phase begins, your withdrawals within a contract year up to
the Maximum Annual Withdrawal (and any applicable Additional Withdrawal Amount) are not subject to surrender
charges. We waive any surrender charges otherwise applicable to your withdrawal in a contract year that are less than
or equal to the Maximum Annual Withdrawal. Excess Withdrawals are subject to surrender charges, whether or not
the Lifetime Withdrawal Phase has begun. Once your contract value is reduced to zero, any periodic payments under
the ING LifePay Plus rider are not subject to surrender charges. Moreover, with no contract value, none of your
contract level recurring charges (e.g., the Mortality and Expense Risk Charge) would be deducted.

PRO.70600-09                                                                              K-8

Loans. No loans are permitted on contracts with the ING LifePay Plus rider.

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay Plus
Rider, see “Federal Tax Considerations–Tax Consequences of Living Benefits and Death Benefit” in the prospectus.

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider. The ING
Joint LifePay Plus rider generally provides, subject to the restrictions and limitations below, that we will guarantee a
minimum level of annual withdrawals from the contract for the lifetime of both you and your spouse, even if these
withdrawals deplete your contract value to zero. You may wish to purchase this rider if you are married and are
concerned that you and your spouse may outlive your income.

Purchase. The ING Joint LifePay Plus rider is only available for purchase by individuals who are married at the
time of purchase (spouses) and eligible to elect spousal continuation (as defined by the Tax Code) of the contract when
the death benefit becomes payable, subject to the owner, annuitant, and beneficiary requirement below. The maximum
issue age is 80. Both spouses must meet these issue age requirements. The issue age is the age of the owners on the
date on the rider effective date. The ING Joint LifePay Plus rider is subject to broker-dealer availability. The ING Joint
LifePay Plus rider was available for contracts issued on and after April 28, 2008 through April 30, 2009 (subject to
availability and state approvals) that did not already have a living benefit rider. The ING Joint LifePay Plus rider
will not be issued unless the required owner, annuitant, and beneficiary designations are met, and until your
contract value is allocated in accordance with the investment option restrictions described in “Investment
Option Restrictions,” below. The Company in its discretion may allow the rider to be elected after a contract has
been issued without it, subject to certain conditions. Contact the Customer Service Center for more information. Such
election must be received in good order, including compliance with the investment restrictions described below. The
rider will be effective as of the following quarterly contract anniversary.

Ownership, Annuitant, and Beneficiary Designation Requirements. Certain ownership, annuitant, and
beneficiary designations are required in order to purchase the ING Joint LifePay Plus rider. These designations depend
upon whether the contract is issued as a nonqualified contract, an IRA or a custodial IRA. In all cases, the ownership,
annuitant, and beneficiary designations must allow for the surviving spouse to continue the contract when the death
benefit becomes payable, as provided by the Tax Code. Non-natural, custodial owners are only allowed with IRAs
(“custodial IRAs”). Joint annuitants are not allowed. The necessary ownership, annuitant, and/or beneficiary
designations are described below. Applications that do not meet the requirements below will be rejected. We reserve
the right to verify the date of birth and social security number of both spouses.

Nonqualified Contracts. For a jointly owned contract, the owners must be spouses, and the annuitant must be
one of the owners. For a contract with only one owner, the owner’s spouse must be the sole primary beneficiary, and
the annuitant must be one of the spouses.

IRAs. There may only be one owner, who must also be the annuitant. The owner’s spouse must be the sole
primary beneficiary.

Custodial IRAs. While we do not maintain individual owner and beneficiary designations for IRAs held by an
outside custodian, the ownership and beneficiary designations with the custodian must comply with the requirements
listed in “IRAs,” above. The annuitant must be the same as the beneficial owner of the custodial IRA. We require the
custodian to provide us the name and date of birth of both the owner and the owner’s spouse.

Rider Effective Date. The rider effective date is the date coverage under the ING Joint LifePay Plus rider begins.
If you purchase the ING Joint LifePay Plus rider when the contract is issued, the ING Joint LifePay Plus rider effective
date is also the contract date. If the ING Joint LifePay Plus rider is added after contract issue, the rider effective date is
the date of the contract’s next following quarterly contract anniversary. A quarterly contract anniversary occurs each
quarter of a contract year from the contract date.

No Cancellation. Once you purchase the ING Joint LifePay Plus rider, you may not cancel it unless you: a) cancel
the contract during the contract’s free look period; b) surrender; c) begin receiving income phase payments in lieu of
payments under the rider; or d) otherwise terminate the contract pursuant to its terms. These events automatically
cancel the rider. The Company may, at its discretion, cancel and/or replace the ING Joint LifePay Plus rider at your
request in order to renew or reset the rider.

PRO.70600-09                                                                         K-9

Termination. The ING Joint LifePay Plus rider is a “living benefit,” which means the guaranteed benefits offered
are intended to be available to you and your spouse while you are living and while your contract is in the accumulation
phase. The optional rider automatically terminates if you:

1)

Terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving
income phase payments in lieu of payments under the rider;

 
2)     

Die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant if the
contract is a custodial IRA), unless your spouse elects to continue the contract (and your spouse is active for
purposes of the ING Joint LifePay Plus rider); or

 
3)

Change the owner of the contract.

Other circumstances that may cause the ING Joint LifePay Plus rider to terminate automatically are discussed below.

Active Spouse. An Active Spouse is the person (people) upon whose life and age the guarantees are calculated
under the ING Joint LifePay Plus rider. There must be two Active Spouses when you purchase the ING Joint LifePay
Plus rider, who are married to each other and are joint owners, or, for a contract with only one owner, the spouse must
be the sole primary beneficiary. You cannot add an Active Spouse after the rider effective date. In general, changes to
the ownership of the contract, or changes to the annuitant and/or beneficiary designations, will result in one spouse
being deactivated (the spouse is thereafter “inactive”). An inactive spouse is not eligible to exercise any rights or
receive any benefits under the ING Joint LifePay Plus rider, including continuing the ING Joint LifePay Plus rider
upon spousal continuation of the contract. Once an Active Spouse is deactivated, the spouse may not become an
Active Spouse again. Specific situations that will result in an Active Spouse being deactivated include:

1)

For nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that spouse
does not automatically become sole primary beneficiary pursuant to the terms of the contract), or the change
of one joint owner to a person other than an Active Spouse;

 
2)

For nonqualified contracts where one spouse is the owner and the other spouse is the sole primary
beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who is not
also an Active Spouse or any change of beneficiary (including the addition of primary beneficiaries); and

 
3)       

A spouse’s death.

An owner may also request that one spouse be treated as inactive (deactivated). Both contract owners must agree to
such a request when there are joint owners. However, all charges for the ING Joint LifePay Plus rider will
continue to apply, even after a spouse is deactivated, regardless of the reason. You should make sure you
understand the impact of beneficiary and owner changes on the ING Joint LifePay Plus rider prior to
requesting any such changes.

Please note that a divorce will terminate the ability of an ex-spouse to continue the contract. See “Divorce,” below.

Charge. The charge for the ING Joint LifePay Plus rider, a living benefit, is deducted quarterly from your contract
value:

  Maximum Annual Charge Current Annual Charge
1.50% 0.90%

This quarterly charge is a percentage of the ING Joint LifePay Plus Base. If the rider was purchased before
January 12, 2009, the current annual charge is 0.80%. We deduct the charge in arrears based on the contract date
(contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter from
the contract date. If the rider is added after contract issue, the rider and charges will begin on the next following
quarterly contract anniversary. The charge will be pro-rated when the rider is terminated. Charges will no longer be
deducted once your rider enters Lifetime Automatic Periodic Benefit Status. Lifetime Automatic Periodic Benefit
Status occurs if your contract value is reduced to zero and other conditions are met. We reserve the right to increase
the charge for the ING LifePay Plus rider upon a Annual Ratchet once the Lifetime Withdrawal Phase begins. For
riders issued before January 12, 2009, we reserve the right to increase the charge for the ING LifePay Plus rider upon a
Quarterly Ratchet once the Lifetime Withdrawal Phase begins. You will never pay more than new issues of this rider,
subject to the maximum annual charge. We will not increase the charge for the first five years after the effective date
of the rider. You will never pay more than new issues of this rider, subject to the maximum annual charge. For more
information about how this rider works, including when Lifetime Automatic Periodic Benefit Status begins, please see
“Optional Living Benefit Riders–ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit Rider.”

PRO.70600-09                                                                          K-10

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment would
not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we deduct
the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the Fixed
Interest Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right to change
the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply to riders
issued after the change.

Highlights. This paragraph introduces the terminology used with the ING Joint LifePay Plus rider and how its
components generally work together. Benefits and guarantees are subject to the terms, conditions and limitations of
the ING Joint LifePay Plus rider. More detailed information follows below, with capitalized words that are underlined
indicating headings for ease of reference. The ING Joint LifePay Plus rider guarantees an amount available for
withdrawal from the contract in any contract year once the Lifetime Withdrawal Phase begins -- we use the ING Joint
LifePay Plus Base as part of the calculation of the Maximum Annual Withdrawal. The guarantee continues when the
ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, at which time we will pay you
periodic payments in an annual amount equal to the Maximum Annual Withdrawal (since contract value would be
zero) until the last Active Spouse’s death. The ING Joint LifePay Plus Base is eligible for Annual Ratchets and 6%
Compounding Step-Ups (Quarterly Ratchets and 7% Compounding Step-Ups for riders issued before
January 12, 2009), and subject to adjustment for any Excess Withdrawals. The ING Joint LifePay Plus rider has an
allowance for withdrawals from a contract subject to the Required Minimum Distribution rules of the Tax Code that
would otherwise be Excess Withdrawals. The ING Joint LifePay Plus rider has a death benefit that is payable upon the
contract owner’s death only when the ING Joint LifePay Plus Death Benefit Base is greater than the contract’s death
benefit. The ING Joint LifePay Plus rider allows for spousal continuation.

ING Joint LifePay Plus Base. The ING Joint LifePay Plus Base is first calculated when you purchase the ING Joint
LifePay Plus rider: (a) On the contract date, it is equal to the initial premium; and (b) After the contract date, it is equal
to the contract value on the effective date of the rider.

The ING Joint LifePay Plus Base is increased, dollar for dollar, by any subsequent premiums. We refer to the ING
Joint LifePay Plus Base as the MGWB Base in the ING Joint LifePay Plus rider.

Withdrawals and Excess Withdrawals. Once the Lifetime Withdrawal Phase begins, withdrawals within a
contract year up to the Maximum Annual Withdrawal, including for payment of third-party investment advisory fees,
have no impact on the ING Joint LifePay Plus Base. These withdrawals will not incur surrender charges or a negative
Market Value Adjustment associated with any Fixed Account allocations. For example, assume the current contract
value is $90,000 on a contract with the ING Joint LifePay Plus rider in the Lifetime Withdrawal Phase. The ING Joint
LifePay Plus Base is $100,000, and the Maximum Annual Withdrawal is $5,000. Even though a withdrawal of $5,000
would reduce the contract value to $85,000, the ING Joint LifePay Plus Base would remain at its current level (as
would the Maximum Annual Withdrawal as well) since the withdrawal did not exceed the Maximum Annual
Withdrawal. See below for more information about the Maximum Annual Withdrawal.

An Excess Withdrawal is a withdrawal either before the Lifetime Withdrawal Phase begins (except for payment of
third-party investment advisory fees), or once the Lifetime Withdrawal Phase begins, any portion of a withdrawal
during a contract year that exceeds the Maximum Annual Withdrawal. An Excess Withdrawal will cause a pro-rate
reduction of the ING Joint LifePay Plus Base -- in the same proportion as contract value is reduced by the portion of
the withdrawal that is considered excess, inclusive of surrender charges, or Market Value Adjustment associated with
any Fixed Account allocations (rather than the total amount of the withdrawal). An Excess Withdrawal will also cause
the Maximum Annual Withdrawal to be recalculated. See Illustrations 1, 2, and 6 for examples of the consequences of
an Excess Withdrawal.

Please note that any withdrawals before the rider effective date in the same contract year when the ING Joint LifePay
Plus rider is added after contract issue are counted in calculating your withdrawals in that contract year to determine
whether the Maximum Annual Withdrawal has been exceeded.

Annual Ratchet. The ING Joint LifePay Plus Base is recalculated on each contract anniversary -- to equal the
greater of: a) the current ING Joint LifePay Plus Base; or b) the current contract value. We call this recalculation an
Annual Ratchet.

PRO.70600-09                                                                            K-11

For riders issued before January 12, 2009, the ING Joint LifePay Plus Base is recalculated on each quarterly contract
anniversary (once each quarter of a contract year from the contract date). In this circumstance, we call this
recalculation a Quarterly Ratchet.

Once the Lifetime Withdrawal Phase begins, we reserve the right to increase the charge for the ING Joint LifePay Plus
rider upon an Annual Ratchet. You will never pay more than new issues of the ING Joint LifePay Plus rider, subject to
the maximum annual charge, and we will not increase this charge for your first five years after the rider effective date.
We will notify you in writing not less than 30 days before a charge increase. Our written notice will outline the
procedure you will need to follow to do so. You may avoid the charge increase by canceling the forthcoming Annual
Ratchet. Please note, however, that from then on the ING Joint LifePay Plus Base would no longer be eligible for any
Annual Ratchets, so the Maximum Annual Withdrawal percentage would not be eligible to increase. More information
about the Maximum Annual Percentage is below under “Maximum Annual Withdrawal.” Our written notice will also
remind you of the consequences of canceling the forthcoming Annual Ratchet.

For riders issued before January 12, 2009, we reserve the right to increase the charge for this rider upon a Quarterly
Ratchet once the Lifetime Withdrawal Phase begins. You will never pay more than new issues of the rider, subject to
the maximum charge, and we promise not to increase the charge for your first five contract years. Canceling a
forthcoming Quarterly Ratchet to avoid the charge increase will have the same outcome, as noted above.

6% Compounding Step-Up. The ING Joint LifePay Plus Base is recalculated on each of the first ten contract
anniversaries after the rider effective date, SO LONG AS no withdrawals were taken during the preceding contract
year. The recalculated ING Joint LifePay Plus Base will equal the greatest of a) The current ING Joint LifePay Plus
Base; b) The current contract value; and c) The ING Joint LifePay Plus Base on the previous contract anniversary,
increased by 6%, plus any premiums received and minus any withdrawals for payment of third-party investment
advisory fees since the previous contract anniversary. We call this recalculation a 6% Compounding Step-Up.

Please note there are no partial 6% Compounding Step-Ups. The 6% Compounding Step-Up is not pro-rated. For
riders added to existing contracts (a post contract issuance election), the first opportunity for a 6% Compounding Step-
Up will not be until the first contract anniversary after a full contract year has elapsed since the rider effective date.

For example, assume a contract owner decides to add the ING Joint LifePay Plus rider on March 15, 2009 to a contract
that was purchased on January 1, 2009. The rider effective date is April 1, 2009, which is the date of the contract’s
next following quarterly contract anniversary. Because on January 1, 2010 a full contract year will not have elapsed
since the rider effective date, the ING Joint LifePay Plus Base will not be eligible for a step-up. Rather, the first
opportunity for a step-up with this contract will be on January 1, 2011.

For riders issued before January 12, 2009, the step-up is 7%, which we call a 7% Compounding Step-Up. The 7%
Compounding Step-Up is not pro-rated.

Lifetime Withdrawal Phase. The Lifetime Withdrawal Phase begins on the date of your first withdrawal (except
those for payment of third-party investment advisory fees), SO LONG AS the youngest Active Spouse is age 65. On
this date, the ING Joint LifePay Plus Base is recalculated to equal the greater of the current ING Joint LifePay Plus
Base or the current contract value. The Lifetime Withdrawal Phase will continue until the earliest of:

1)     

the date income phase payments begin (see “The Income Phase);

 
2)     

reduction of the contract value to zero by an Excess Withdrawal;

 
3)     

reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual
Withdrawal;

 
4)     

the surrender of the contract; or

 
5)     

the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person
owner), unless your spouse beneficiary is an Active Spouse who elects to continue the contract; or

 
6)     

the last Active Spouse dies.

The ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status in the even contract value is
reduced to zero other than by an Excess Withdrawal. Please see “Lifetime Automatic Periodic Benefit Status” below
for more information.

PRO.70600-09                                                                                   K-12

Maximum Annual Withdrawal. The Maximum Annual Withdrawal is the amount that the ING Joint LifePay Plus
rider guarantees to be available for withdrawal from the contract in any contract year. The Maximum Annual
Withdrawal is first calculated when the Lifetime Withdrawal Phase begins and equals the Maximum Annual
Withdrawal percentage of 5% multiplied by the ING Joint LifePay Plus Base. The Maximum Annual Withdrawal is
thereafter recalculated whenever the ING Joint LifePay Plus Base is recalculated (for example, upon a Quarterly
Ratchet or 7% Compounding Step-Ups).

In the event on the date the Lifetime Withdrawal Phase begins the contract value is greater than the ING Joint LifePay
Plus Base, then before the Maximum Annual Withdrawal is first calculated, the ING Joint LifePay Plus Base will be
set equal to the contract value. The greater the ING Joint LifePay Plus Base, the greater the amount will be available to
you for withdrawal under the ING Joint LifePay Plus rider in calculating the Maximum Annual Withdrawal for the
first time. In addition, if the contract’s income phase commencement date is reached while the ING Joint LifePay Plus
rider is in the Lifetime Withdrawal Phase, you may elect a life only income phase option, in lieu of the contract’s other
income phase options, under which we will pay the greater of the income phase payout under the contract and the
equal payments of the Maximum Annual Withdrawal. For more information about the contract’s income phase
options, see “The Income Phase” in the prospectus.

Required Minimum Distributions. The ING Joint LifePay Plus rider allows for withdrawals from a contract
subject to the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual Withdrawal
without causing a pro-rata reduction of the ING Joint LifePay Plus Base and recalculation of the Maximum Annual
Withdrawal. If your Required Minimum Distribution for a calendar year (determined on a date on or before January 31
of that year), applicable to this contract, is greater than the Maximum Annual Withdrawal on that date, then an
Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds
the Maximum Annual Withdrawal. Once you have taken the Maximum Annual Withdrawal for the then current
contract year, the dollar amount of any additional withdrawals will count first against and reduce any unused
Additional Withdrawal Amount for the previous calendar year followed by any Additional Withdrawal Amount for the
current calendar year -- without constituting an Excess Withdrawal.

See Illustration 3 below, for an example.

Withdrawals that exceed the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts are
Excess Withdrawals that will cause a pro-rata reduction of the ING Joint LifePay Plus Base and the Maximum Annual
Withdrawal to be recalculated. See Illustration 5, below for an example of the consequences of an Excess Withdrawal
with an Additional Withdrawal Amount. The Additional Withdrawal Amount is available on a calendar year basis and
recalculated every January, reset to equal that portion of the Required Minimum Distribution for that calendar year that
exceeds the Maximum Annual Withdrawal on that date. Any unused amount of the Additional Withdrawal Amount
carries over into the next calendar year and is available through the end of that year, at which time any amount
remaining will expire. See Illustration 4 for an example of the Additional Withdrawal Amount being carried over.
Please note that there is no adjustment to the Additional Withdrawal Amount for Annual Ratchets (Quarterly
Ratchets for riders issued before January 12, 2009) or upon spousal continuation of the ING Joint LifePay Plus
Rider.

Lifetime Automatic Periodic Benefit Status. The ING Joint LifePay Plus rider enters Lifetime Automatic Periodic
Benefit Status when your contract value is reduced to zero other than by an Excess Withdrawal (a withdrawal in excess
of the Maximum Annual Withdrawal that causes your contract value to be reduced to zero will terminate the ING Joint
LifePay Plus rider). You will no longer be entitled to make withdrawals, but instead will begin to receive periodic
payments in an annual amount equal to the Maximum Annual Withdrawal. When the rider enters Lifetime Automatic
Periodic Benefit Status:

1)     

The contract will provide no further benefits (including death benefits) other than as provided under the ING
Joint LifePay Plus rider;

 
2)     

No further premium payments will be accepted; and

 
3)     

Any other riders issued with the contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is
equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the annuitant at which time
both the rider and the contract will terminate. The rider will remain in Lifetime Automatic Periodic Benefit Status until
it terminates without value upon the last Active Spouse’s death.

PRO.70600-09                                                                                   K-13

If, when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, your net withdrawals to
date are less than the Maximum Annual Withdrawal for that contract year, then we will pay you the difference
immediately. The periodic payments will begin on the first contract anniversary following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

In the event contract value is reduced to zero before the Lifetime Withdrawal Phase begins, Lifetime Automatic
Periodic Benefit Status is deferred until the contract anniversary on or after the youngest Active Spouse is age 65.
During this time, the ING Joint LifePay Plus rider’s death benefit remains payable upon the last Active Spouse’s
death, and the ING Joint LifePay Plus rider remains eligible for the 6% Compounding Step-Ups (7% Compounding
Step-Ups for riders issued before January 12, 2009). Once the ING Joint LifePay Plus rider enters the Lifetime
Automatic Periodic Benefit Status, periodic payments will begin in an annual amount equal to 5% (the Maximum
Annual Withdrawal percentage) multiplied by the ING Joint LifePay Plus Base.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic withdrawal,
either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn from your
contract and paid to you on a scheduled basis, either monthly, quarterly, or annually. If, at the time the rider enters
Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the contract more
frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that the
sum of the payments in each contract year will equal the annual Maximum Annual Withdrawal. Such payments will be
made on the same payment dates as previously set up, if the payments were being made monthly or quarterly. If the
payments were being made annually, then the payments will be made on each following contract anniversary.

Investment Option Restrictions. While the ING Joint LifePay Plus rider is in effect, there are limits on the portfolios
to which your contract value may be allocated. Contract value allocated to portfolios other than Accepted Funds will
be rebalanced so as to maintain at least a specified percentage of such contract value in the Fixed Allocation Funds,
which percentage depends on the rider’s purchase date:

  Rider Purchase Date Fixed Allocation Fund Percentage
Currently 30%
Before January 12, 2009 25%
Before October 6, 2008 20%

See “Fixed Allocation Funds Automatic Rebalancing,” below. We impose these investment option restrictions in
order to lessen the likelihood we would have to make payments under this rider. We require these allocations
regardless of your investment instructions to the contract. The ING Joint LifePay Plus rider will not be issued until
your contract value is allocated in accordance with these investment options restrictions. The timing of when and how
we apply these restrictions is discussed further below.

Accepted Funds. Currently, the Accepted Funds are:

·   

Fixed Account II

·   

Fixed Interest Division

·   

ING Liquid Assets Portfolio

·   

ING Solution Income Portfolio

·   

ING Solution 2015 Portfolio

·   

ING Solution 2025 Portfolio

·   

ING Solution 2035 Portfolio

·   

ING T. Rowe Price Capital Appreciation Portfolio.

If this rider was purchased before January 12, 2009, the following are additional Accepted Funds:

·   

ING Franklin Templeton Founding Strategy Portfolio; and

·   

ING WisdomTreeSM Global High-Yielding Equity Index Portfolio

No rebalancing is necessary if the contract value is allocated entirely to Accepted Funds. We may change these
designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract value
allocated to such portfolios after the date of the change.

PRO.70600-09                                                                             K-14

Fixed Allocation Fund. Currently, the Fixed Allocation Funds are:

·   

ING American Funds Bond Portfolio

·   

ING BlackRock Inflation Protected Bond Portfolio

·   

ING Intermediate Bond Portfolio

·   

ING U.S. Bond Index Portfolio.

You may allocate your contract value to one or more Fixed Allocation Funds. We consider the ING Intermediate
Bond Portfolio to be the default Fixed Allocation Fund in connection with Fixed Allocation Funds Automatic
Rebalancing.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed Allocation Funds
are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is less than
the specified percentage of the total contract value allocated to the Fixed Allocation Funds and Other Funds on any
ING Joint LifePay Plus Rebalancing Date, we will automatically rebalance the contract value allocated to the Fixed
Allocation Funds and Other Funds so that the specified percentage is allocated to the Fixed Allocation Funds. The
specified percentage depends on the rider’s purchase date. Accepted Funds are excluded from Fixed Allocation
Funds Automatic Rebalancing. Any rebalancing is done on a pro-rata basis among the Other Funds and will be the
last transaction processed on that date. The ING Joint LifePay Plus Rebalancing Dates occur on each contract
anniversary and after the following transactions:

1)     

Receipt of additional premiums;

 
2)     

Transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically
directed by you; and

 
3)     

Withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the contract.
However, if the other automatic rebalancing under the contract causes the allocations to be out of compliance with
the investment option restrictions noted above, Fixed Allocation Funds Automatic Rebalancing will occur
immediately after the automatic rebalancing to restore the required allocations. See “Appendix J–Examples of Fixed
Allocation Funds Automatic Rebalancing.” You will be notified that Fixed Allocation Funds Automatic Rebalancing
has occurred, along with your new allocations, by a confirmation statement that will be mailed to you after Fixed
Allocation Funds Automatic Rebalancing has occurred.

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into a Fixed
Allocation Fund even if you have not previously been invested in it. See “Appendix J–Examples of Fixed Allocation
Funds Automatic Rebalancing, Example I.” By electing to purchase the ING Joint LifePay Plus rider, you are
providing the Company with direction and authorization to process these transactions, including
reallocations into the Fixed Allocation Funds. You should not purchase the ING Joint LifePay Plus rider if
you do not wish to have your contract value reallocated in this manner.

Divorce. Generally, in the event of a divorce, the spouse who retains ownership of the contract will continue to be
entitled to all rights and benefits of the ING Joint LifePay Plus rider, while the ex-spouse will no longer have any such
rights or be entitled to any such benefits. In the event of a divorce during the Lifetime Withdrawal Phase, the ING
Joint LifePay Plus rider will continue until the owner’s death (first owner in the case of joint owners, or the annuitant
in the case of a custodial IRA). Although spousal continuation may be available under the Tax Code for a subsequent
spouse, the ING Joint LifePay Plus rider cannot be continued by the new spouse. As the result of the divorce, we may
be required to withdraw assets for the benefit of an ex-spouse. Any such withdrawal will be considered a withdrawal
for purposes of the ING Joint LifePay Plus Base. See “Withdrawals” and “Excess Withdrawal,” above. In the event of
a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change in the amount of your periodic
payments. Payments will continue until both spouses are deceased.

Death of Owner or Annuitant. The ING Joint LifePay Plus rider terminates (with the rider’s charges pro-rated)
on the earlier of the date of death of the last Active Spouse, or when the surviving spouse decides not to continue the
contract.

PRO.70600-09                                                                                   K-15

ING Joint LifePay Plus Death Benefit Base. The ING Joint LifePay Plus rider has a death benefit that is
payable upon the owner’s death only when the ING Joint LifePay Plus Death Benefit Base is greater than the
contract’s death benefit. The ING Joint LifePay Plus Death Benefit Base is first calculated when you purchase the
ING Joint LifePay Plus rider. If the ING Joint LifePay Plus rider is purchased on the contract date, the initial ING
Joint LifePay Plus Death Benefit Base is equal to the initial premium. If the ING Joint LifePay Plus rider is
purchased after the contract date, the initial ING Joint LifePay Plus Death Benefit Base is equal to the contract value
on the rider effective date.

The ING Joint LifePay Plus Death Benefit Base is increased by the dollar amount of any subsequent premiums and
subject to any withdrawal adjustments. The ING Joint LifePay Plus Death Benefit Base is reduced by the dollar
amount of any withdrawals for the payment of third-party investment advisory fees before the Lifetime Withdrawal
Phase beings, and for any withdrawals once the Lifetime Withdrawal Phase begins that are not Excess Withdrawals,
including withdrawals for payment of third-party investment advisory fees. The ING Joint LifePay Plus Death
Benefit Base is subject to a pro-rata reduction for an Excess Withdrawal. Please see “Withdrawals and Excess
Withdrawals” for more information.

There is no additional charge for the death benefit associated with the ING Joint LifePay Plus rider. Please note that
the ING Joint LifePay Plus Death Benefit Base is not eligible to participate in Annual Ratchets or 6% Compounding
Step-Ups (Quarterly Ratchets and 7% Compounding Step-Ups for riders issued prior to January 12, 2009).

In the event the ING Joint LifePay Plus Death Benefit Base is greater than zero when the ING Joint LifePay Plus
rider enters Lifetime Automatic Periodic Benefit Status, each periodic payment reduces the ING Joint LifePay Plus
Death Benefit Base dollar for dollar until the earlier of the ING Joint LifePay Plus Death Benefit Base being reduced
to zero or the last Active Spouse’s death. Upon the last Active Spouse’s death, any remaining ING Joint LifePay
Plus death benefit is payable to the beneficiary in a lump sum.

Spousal Continuation. If the surviving spouse of the deceased owner continues the contract (see “Death
Benefit Choices–Continuation After Death–Spouse”), the rider will continue, SO LONG AS the surviving spouse is
an Active Spouse. At that time, the ING Joint LifePay Plus Base is recalculated to equal the greater of a) the contract
value, inclusive of the guaranteed death benefit; and b) the last-calculated ING Joint LifePay Plus Base, subject to
pro-rata adjustment for any withdrawals before spousal continuation.

The Maximum Annual Withdrawal is also recalculated; however, there is no Maximum Annual Withdrawal upon
spousal continuation until the Lifetime Withdrawal Phase begins on the date of the first withdrawal after spousal
continuation, SO LONG AS the annuitant is age 65. The Maximum Annual Withdrawal is recalculated to equal 5%
(the Maximum Annual Withdrawal percentage) multiplied by the ING Joint LifePay Plus Base. There is no
adjustment to the Additional Withdrawal Amount upon spousal continuation of the ING Joint LifePay Plus rider for
a contract subject to the Required Minimum Distribution rules of the Tax Code. Any withdrawals before the contract
owner’s death and spousal continuation are counted in calculating you withdrawals in that contract year to determine
whether the Maximum Annual Withdrawal has been exceeded.

Please note, if the contract value is greater than the ING Joint LifePay Plus Base on the date the Lifetime
Withdrawal Phase begins, then the ING Joint LifePay Plus Base will be set equal to the contract value before the
Maximum Annual Withdrawal is first calculated. Also, upon spousal continuation, the ING Joint LifePay Plus Death
Benefit Base equals the ING Joint LifePay Plus Death Benefit Base before the contract owner’s death, subject to any
pro-rata adjustment for withdrawals before spousal continuation of the rider.

Change of Owner or Annuitant. The ING Joint LifePay Plus rider terminates (with the rider’s charge pro-rated)
upon an ownership change or change of annuitant, except for:

1)     

spousal continuation by an Active Spouse, as described above;

 
2)     

change of owner from one custodian to another custodian;

 
3)     

change of owner from a custodian for the benefit of an individual to the same individual (the owner’s spouse
must be named sole beneficiary under the contract to remain an Active Spouse);

 
4)     

change of owner from an individual to a custodian for the benefit of the same individual;

 
5)     

collateral assignments;

 
6)     

for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner is the
original owner’s spouse and is an Active Spouse when added as joint owner;

 

PRO.70600-09                                                                            K-16

7)     

for nonqualified contracts only, the removal of a joint owner, provided the removed joint owner is an Active
Spouse and becomes the sole primary beneficiary; and

 
8)     

change of owner where the owner becomes the sole primary beneficiary and the sole primary beneficiary
becomes the owner, provided both spouses are Active Spouses at the time of the change.

Surrender Charges. Once the Lifetime Withdrawal Phase begins, your withdrawals within a contract year up to
the Maximum Annual Withdrawal (and any applicable Additional Withdrawal Amount) are not subject to surrender
charges. We waive any surrender charges otherwise applicable to your withdrawal in a contract year that are less than
or equal to the Maximum Annual Withdrawal. Excess Withdrawals are subject to surrender charges, whether or not the
Lifetime Withdrawal Phase has begun. Once your contract value is reduced to zero, any periodic payments under the
ING Joint LifePay Plus rider are not subject to surrender charges. Moreover, with no contract value, none of your
contract level recurring charges (e.g., the Mortality and Expense Risk Charge) would be deducted.

Federal Tax Considerations. For more information about the tax treatment of amounts paid to you under the
ING Joint LifePay Plus rider, see “Federal Tax Considerations–Tax Consequences of Living Benefits and Death
Benefit” in the contract prospectus.

                                                                      ***

Important Note:
The following information pertains to the form of ING LifePay Plus and ING Joint LifePay Plus riders available for
purchase on and after April 20, 2007 through April 27, 2008. If you purchased the ING LifePay or ING Joint LifePay
rider, please see Appendix L for more information.

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider. The ING LifePay
Plus rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum level
of annual withdrawals from the contract for the lifetime of the annuitant, even if these withdrawals deplete your
contract value to zero. You may wish to purchase this rider if you are concerned that you may outlive your income.

Purchase. In order to elect the ING LifePay Plus rider, the annuitant must be the owner or one of the owners,
unless the owner is a non-natural owner. Joint annuitants are not allowed. The maximum issue age is 80. The issue
age is the age of the owner (or the annuitant if there are joint owners or the owner is non-natural) on the rider date.
Some broker-dealers may limit the availability of the rider to younger ages. The ING LifePay Plus rider was available
for contracts issued on and after August 20, 2007 through April 27, 2008 (subject to availability and state approvals)
that did not already have a living benefit rider. The ING LifePay Plus rider will not be issued if the initial allocation to
investment options is not in accordance with the investment option restrictions described in “Investment Option
Restrictions,” below. The Company in its discretion may allow the rider to be elected after a contract has been issued
without it, subject to certain conditions. Contact the Customer Service Center for more information. Such election
must be received in good order, including compliance with the investment restrictions described below. The rider will
be effective as of the following quarterly contract anniversary.

Rider Date. The rider date is the date the ING LifePay Plus rider becomes effective. If you purchase the ING
LifePay Plus rider when the contract is issued, the rider date is also the contract date.

Charge. The charge for the ING LifePay Plus rider, a living benefit, is deducted quarterly from your contract value:

  Maximum Annual Charge Current Annual Charge
2.00% 0.50%

This quarterly charge is a percentage of the ING LifePay Plus Base. We deduct the charge in arrears based on the
contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first
quarter from the contract date. If the rider is added after contract issue, the rider and charges will begin on the next
following quarterly contract anniversary. The charge will be pro-rated when the rider is terminated. Charges are
deducted through the date your rider enters either the Automatic Periodic Benefit Status or Lifetime Automatic
Periodic Benefit Status. Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status occurs if
your contract value is reduced to zero and other conditions are met. The current charge can change upon a reset after
your first five contract years. You will never pay more than the maximum annual charge.

PRO.70600-09                                               K-17

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment would
not apply when this charge is deducted from the Fixed Account. With the Fixed Account, we deduct the charge from
the Fixed Interest Allocation having the nearest maturity. For more information about the Fixed Account, including
the Market Value Adjustment, please see Appendix C. We reserve the right to change the charge for this rider,
subject to the maximum annual charge. If changed, the new charge will only apply to riders issued after the change.

No Cancellation. Once you purchase the ING LifePay Plus rider, you may not cancel it unless you cancel the
contract during the contract’s free look period, surrender, begin income phase payments or otherwise terminate the
contract. These events automatically cancel the ING LifePay Plus rider. The Company may, at its discretion, cancel
and/or replace the ING LifePay Plus rider at your request in order to renew or reset the rider.

Termination. The ING LifePay Plus rider is a “living benefit,” which means the guaranteed benefits offered are
intended to be available to you while you are living and while your contract is in the accumulation phase. The
optional rider automatically terminates if you:

1)

begin income phase payments, surrender or otherwise terminate your contract during the accumulation phase;
or

 
2)        

die during the accumulation phase (first owner to die if there are multiple contract owners, or death of
annuitant if contract owner is not a natural person), unless your spouse beneficiary elects to continue the
contract.

The ING LifePay Plus rider will also terminate if there is a change in contract ownership (other than a spousal
beneficiary continuation on your death). Other circumstances that may cause the ING LifePay Plus rider to terminate
automatically are discussed below.

Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the annuitant reaching age 59½ has not yet passed. While the ING LifePay Plus rider is
in guaranteed withdrawal status, withdrawals in a contract year up to the Maximum Guaranteed Withdrawal will
reduce the ING LifePay Plus Base dollar-for-dollar. This status will then continue until the earliest of:

1)      

quarterly contract anniversary following the annuitant reaching age 59½, provided the contract owner does not
decline the change to Lifetime Guaranteed Withdrawal Status;

 
2)     

reduction of the ING LifePay Plus Base to zero, at which time the rider will terminate;

 
3)     

the income phase commencement date;

 
4)     

reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

 
5)     

reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal
(see “Automatic Periodic Benefit Status,” below);

 
6)     

the surrender of the contract, or the election to begin income phase payments; or

 
7)     

the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person
owner), unless your spouse beneficiary elects to continue the contract.

Please note that withdrawals while the ING LifePay Plus rider is in Guaranteed Withdrawal status are not
guaranteed for the lifetime of the annuitant.

Lifetime Guaranteed Withdrawal Status. This status begins on the date of your first withdrawal, provided the
quarterly contract anniversary following the annuitant’s age 59½ has passed. If your first withdrawal is taken before
this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on the quarterly contract
anniversary following the annuitant reaching age 59½. This status continues until the earliest of:

1)     

the income phase commencement date;

2)     

reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

3)     

reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal
(see “Lifetime Automatic Periodic Benefit Status,” below);

4)     

the surrender of the contract or the election to begin income phase payments; or

5)     

the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person
owner), unless your spouse beneficiary elects to continue the contract.

 

PRO.70600-09                                                               K-18

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. However, this action will also apply to all future resets (see below) and
cannot be reversed. As described below, certain features of the ING LifePay Plus rider may differ depending upon
whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING LifePay Plus Rider Works. The ING LifePay Plus Withdrawal Benefit rider has two phases. The
first phase, called the Growth Phase, begins on the effective date of the rider and ends as of the business day before the
first withdrawal is taken (or when the income phase commencement date is reached). The second phase is called the
Withdrawal Phase. This phase begins as of the date of the first withdrawal or the income phase commencement date,
whichever occurs first.

Benefits paid under the ING LifePay Plus rider require the calculation of the Maximum Annual Withdrawal. The ING
LifePay Plus Base (referred to as the “MGWB Base” in the contract) is used to determine the Maximum Annual
Withdrawal and is calculated as follows.

1)      

If you purchased the ING LifePay Plus rider on the contract date, the initial ING LifePay Plus Base is equal to
the initial premium.

 
2)

If you purchased the ING LifePay Plus rider after the contract date, the initial ING LifePay Plus Base is equal to
the contract value on the effective date of the rider.

During the Growth Phase, the initial ING LifePay Plus Base is increased dollar-for-dollar by any premiums received
(“eligible premiums”). In addition, on each quarterly contract anniversary, the ING LifePay Plus Base is recalculated
as the greater of

·   

The current ING LifePay Plus Base; or

·   

The current contract value. This is referred to as a quarterly “ratchet.”

Also, on each of the first ten contract anniversaries, the ING LifePay Plus Base is recalculated as the greatest of

·   

The current ING LifePay Plus Base; or

·   

The current contract value; and

·   

The ING LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any eligible premiums
and minus any third-party investment advisory fees paid from your contract during the year. This is referred to
as an annual “step-up.”

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the first
contract anniversary following a complete contract year after the rider date. You may sometimes see the step-up
referred to as the Minimum Annual Deferral Enhancement (or MADE).

The ING LifePay Plus Base has no additional impact on the calculation of income phase payments or withdrawal
benefits.

Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of
determining the ING LifePay Plus Base or the Maximum Annual Withdrawal; however, we reserve the right to treat
such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during the
Withdrawal Phase do increase the contract value used to determine the reset Maximum Annual Withdrawal under the
benefit reset feature of the ING LifePay Plus rider (see “ING LifePay Plus Reset,” below). We reserve the right to
discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined on
the date the Withdrawal Phase begins. It equals 5% of the greater of 1) the contract value and 2) the ING LifePay
Plus Base as of the last day of the Growth Phase. The first withdrawal after the effective date of the rider (which
causes the end of the Growth Phase) is treated as occurring on the first day of the Withdrawal Phase, after
calculation of the Maximum Annual Withdrawal.

PRO.70600-09                                                   K-19

If the Withdrawal Phase begins before the quarterly contract anniversary on or after the annuitant reaches age 59½,
withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING LifePay Plus Base
dollar-for-dollar, under what we refer to as the “Standard Withdrawal Benefit.” Then, on the quarterly contract
anniversary on or after the annuitant reaches age 59½, the ING LifePay Plus Base will automatically be reset to the
current contract value, if greater, and the Maximum Annual Withdrawal will be recalculated.

If the contract’s income phase commencement date is reached while you are in the ING LifePay Plus rider’s
Lifetime Guaranteed Withdrawal Status, then you may elect a life only income phase option, in lieu of the contract’s
other income phase options, under which we will pay the greater of the income phase payout under the contract and
equal annual payments of the Maximum Annual Withdrawal.

If withdrawals in any contract year exceed the Maximum Annual Withdrawal, then the ING LifePay Plus Base and
the Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that both the ING LifePay Plus
Base and the Maximum Annual Withdrawal will be reduced by the same proportion as the withdrawal in excess of
the Maximum Annual Withdrawal (the “excess withdrawal”) is of the contract value determined:

1)     

before the withdrawal, for the excess withdrawal; and

 
2)     

after the withdrawal, for the amount withdrawn up to the Maximum Annual Withdrawal (without regard to
the excess withdrawal).

When a withdrawal is made, the total withdrawals taken in a contract year are compared with the current Maximum
Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year to exceed the
current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of determining whether
the Maximum Annual Withdrawal has been exceeded, any applicable Market Value Adjustment or surrender
charges will not be applied to the withdrawal. However, for purposes of determining the Maximum Annual
Withdrawal reduction after an excess withdrawal, any surrender charges and/or Market Value Adjustment are
considered to be part of the withdrawal. See Illustration 1 and 2 below for examples of this concept.

Required Minimum Distributions. Withdrawals taken from the contract to satisfy the Required Minimum
Distribution rules of the Tax Code, that exceed the Maximum Annual Withdrawal for a specific contract year, will
not be deemed excess withdrawals in that contract year for purposes of the ING LifePay Plus rider, subject to the
following rules:

1)     

If your Required Minimum Distribution for a calendar year (determined on a date on or before January 31
of that year), applicable to this contract, is greater than the Maximum Annual Withdrawal on that date, an
Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that
exceeds the Maximum Annual Withdrawal.

 
2)     

You may withdraw the Additional Withdrawal Amount from this contract without it being deemed an
excess withdrawal.

 
3)     

Any withdrawals taken in a contract year will count first against the Maximum Annual Withdrawal for that
contract year.

 
4)     

Once the Maximum Annual Withdrawal for the then current contract year has been taken, additional
amounts withdrawn in excess of the Maximum Annual Withdrawal will count first against and reduce any
unused Additional Withdrawal Amount for the previous calendar year followed by any Additional
Withdrawal Amount for the current calendar year.

 
5)     

Withdrawals that exceed all available Additional Withdrawal Amounts are excess withdrawals and will
reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

 
6)     

The Additional Withdrawal Amount is reset to zero at the end of the second calendar year from which it
was originally calculated.

 
7)     

If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined,
but enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be
equal to the amount in excess of the Maximum Annual Withdrawal necessary to satisfy the Required
Minimum Distribution for that year (if any).

See Illustration 3, below.

PRO.70600-09                                                             K-20

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the
payment of investment advisory fees to a named third party investment adviser for advice on management of the
contract’s values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals reduce
the ING LifePay Plus Base on a dollar-for-dollar basis, and during the Withdrawal Phase, these withdrawals are
treated as any other withdrawal.

Automatic Periodic Benefit Status. If the contract value is reduced to zero for a reason other than a
withdrawal in excess of the Maximum Annual Withdrawal while the rider is in Guaranteed Withdrawal Status, the
rider will enter Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an annual
amount equal to the Maximum Annual Withdrawal, until the remaining ING LifePay Plus Base is exhausted.

When the rider enters Automatic Periodic Benefit Status:

1)     

the contract will provide no further benefits other than as provided under the ING LifePay Plus rider;

 
2)     

no further premium payments will be accepted; and

 
3)     

any other riders attached to the contract will terminate, unless otherwise specified in that rider.

During Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal to
the Maximum Annual Withdrawal. These payments will continue until the ING LifePay Plus Base is reduced to
zero, at which time the rider will terminate without value.

The periodic payments will begin on the last day of the first full contract year following the date the rider enters
Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the rider enters
Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the contract more frequently
than annually, the periodic payments will be made at the same frequency in equal amounts such that the sum of the
payments in each contract year will equal the annual Maximum Annual Withdrawal. Such payments will be made
on the same payment dates as previously set up, if the payments were being made monthly or quarterly. If the
payments were being made semi-annually or annually, the payments will be made at the end of the half-contract
year or contract year, as applicable.

Lifetime Automatic Periodic Benefit Status. If the contract value is reduced to zero by a withdrawal in
excess of the Maximum Annual Withdrawal, the contract and the rider will terminate due to the pro-rata reduction
described in “Determination of the Maximum Annual Withdrawal,” above.

If the contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the rider is in Lifetime Guaranteed Withdrawal Status, the rider will enter Lifetime Automatic
Periodic Benefit Status and you are entitled to receive periodic payments in an annual amount equal to the
Maximum Annual Withdrawal.

When the rider enters Lifetime Automatic Periodic Benefit Status:

1)     

the contract will provide no further benefits other than as provided under the ING LifePay Plus rider;

 
2)     

no further premium payments will be accepted; and

 
3)     

any other riders attached to the contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is
equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the annuitant at which
time both the rider and the contract will terminate. The rider will remain in Lifetime Automatic Periodic Benefit
Status until it terminates without value upon the annuitant’s death.

The periodic payments will begin on the last day of the first full contract year following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the rider
enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the contract
more frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that
the sum of the payments in each contract year will equal the annual Maximum Annual Withdrawal. Such payments
will be made on the same payment dates as previously set up, if the payments were being made monthly or
quarterly. If the payments were being made semi-annually or annually, the payments will be made at the end of the
half-contract year or contract year, as applicable.

PRO.70600-09                                                          K-21

ING LifePay Plus Reset. Once the Lifetime Guaranteed Withdrawal Status begins and the Maximum Annual
Withdrawal has been determined, on each quarterly contract anniversary we will increase (or “reset”) the ING
LifePay Plus Base to the current contract value, if the contract value is higher. The Maximum Annual Withdrawal
will also be recalculated, and the remaining portion of the new Maximum Annual Withdrawal will be available for
withdrawal immediately. This reset ONLY occurs when the rider is in Lifetime Guaranteed Withdrawal Status, and
is automatic.

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice, of
not less than 30 days, which explains the change, its impact to you and your options. You may decline this change
(and the reset). However, this action will apply to all future resets and cannot be reversed.

Investment Option Restrictions. While the ING LifePay Plus rider is in effect, there are limits on the portfolios to
which your contract value may be allocated. Contract value allocated to portfolios other than Accepted Funds will
be rebalanced so as to maintain at least 20% of such contract value in the Fixed Allocation Funds. See “Fixed
Allocation Funds Automatic Rebalancing,” below.

Accepted Funds. Currently, the Accepted Funds are:

·   

Fixed Account II

·   

Fixed Interest Division

·   

ING Liquid Assets Portfolio

·   

ING Solution Income Portfolio

·   

ING Solution 2015 Portfolio

·   

ING Solution 2025 Portfolio

·   

ING Solution 2035 Portfolio

·   

ING T. Rowe Price Capital Appreciation Portfolio.

If this rider was purchased before January 12, 2009, the following are additional Accepted Funds:

·   

ING Franklin Templeton Founding Strategy Portfolio; and

·   

ING WisdomTreeSM Global High-Yielding Equity Index Portfolio

No rebalancing is necessary if the contract value is allocated entirely to Accepted Funds. We may change these
designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract value
allocated to such portfolios after the date of the change.

Fixed Allocation Funds. Currently, the Fixed Allocation Funds are:

·   

ING American Funds Bond Portfolio

·   

ING BlackRock Inflation Protected Bond Portfolio

·   

ING Intermediate Bond Portfolio

·   

ING U.S. Bond Index Portfolio.

You may allocate your contract value to one or more Fixed Allocated Funds. We consider the ING Intermediate
Bond Portfolio to be the default Fixed Allocation Fund in connection with Fixed Allocation Funds Automatic
Rebalancing.

If the rider is not continued under the spousal continuation right when available, a Fixed Allocation Fund may be
reclassified as a Special Fund as of the contract continuation date if it would otherwise be designated as a Special
Fund for purposes of the contract’s death benefits. For purposes of calculating any applicable death benefit
guaranteed under the contract, any allocation of contract value to the Fixed Allocation Fund will be considered a
Covered Fund allocation while the rider is in effect.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed Allocation
Fund are considered Other Funds.

PRO.70600-09                                              K-22

Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is less
than 20% of the total contract value allocated to the Fixed Allocation Funds and Other Funds on any ING LifePay
Plus Rebalancing Date, we will automatically rebalance the contract value allocated to the Fixed Allocation Funds
and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds. Accepted Funds are
excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done on a pro-rata basis among
the Other Funds and will be the last transaction processed on that date. The ING LifePay Plus Rebalancing Dates
occur on each contract anniversary and after the following transactions:

1)      

receipt of additional premiums;

 
2)

transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically
directed by you;

 
3)

withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the contract.
However, if the other automatic rebalancing under the contract causes the allocations to be out of compliance with
the investment option restrictions noted above, Fixed Allocation Funds Automatic Rebalancing will occur
immediately after the automatic rebalancing to restore the required allocations. See “Appendix J–Examples of Fixed
Allocation Funds Automatic Rebalancing.”

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into the Fixed
Allocation Fund even if you have not previously been invested in it. See “Appendix J–Examples of Fixed
Allocation Funds Automatic Rebalancing, Example I.” By electing to purchase the ING LifePay Plus rider, you
are providing the Company with direction and authorization to process these transactions, including
reallocations into the Fixed Allocation Fund. You should not purchase the ING LifePay Plus rider if you do
not wish to have your contract value reallocated in this manner.

Death of Owner or Annuitant. The ING LifePay Plus rider and charges will terminate on the date of death of
the owner (or in the case of joint owners, the first owner), or the annuitant if there is a non-natural owner.

Continuation After Death–Spouse. If the surviving spouse of the deceased owner continues the contract (see
“Death Benefit Choices–Continuation After Death–Spouse”), the rider will also continue on the next quarterly
contract anniversary, provided the spouse becomes the annuitant and sole owner.

If the rider is in the Growth Phase at the time of spousal continuation:

1)      

The rider will continue in the Growth Phase;

 
2)

On the date the rider is continued, the ING LifePay Plus Base will be reset to equal the greater of the ING
LifePay Plus Base and the then current contract value;

 
3)

The ING LifePay Plus charges will restart and be the same as were in effect prior to the claim date;

 
4)

Ratchets, which stop on the claim date, are restarted, effective on the date the rider is continued;

 
5)

Any remaining step-ups will be available, and if the rider is continued before an annual contract anniversary
when a step-up would have been available, then that step-up will be available; and

 
6)       

The rider’s Standard Withdrawal Benefit will be available until the quarterly contract anniversary on or after
the spouse is age 59½.

If the rider is in the Withdrawal Phase at the time of spousal continuation:

1)

The rider will continue in the Withdrawal Phase.

 
2)      

The rider’s charges will restart on the date the rider is continued and be the same as were in effect prior to the
claim date.

 
3)       

On the quarterly contract anniversary that the date the rider is continued:

 
  (a)     

If the surviving spouse was not the annuitant before the owner’s death, then the ING LifePay Plus Base
will be reset to the current contract value and the Maximum Annual Withdrawal is recalculated by
multiplying the new ING LifePay Plus Base by 5%. Withdrawals are permitted pursuant to the other
provisions of the rider. Withdrawals causing the contract value to fall to zero will terminate the contract
and the rider.

 

PRO.70600-09                                                               K-23

  (b)       

If the surviving spouse was the annuitant before the owner’s death, then the ING LifePay Plus Base will
be reset to the current contract value, only if greater, and the Maximum Annual Withdrawal is
recalculated by multiplying the new ING LifePay Plus Base by 5%. Withdrawals are permitted pursuant
to the other provisions of the rider.

 
4)      

The rider charges will restart on the quarter contract anniversary that the rider is continued and will be the
same as were in effect prior to the claim date.

Effect of ING LifePay Plus Rider on Death Benefit. If you die before Lifetime Automatic Periodic Benefit
Status begins under the ING LifePay Plus rider, the death benefit is payable, but the rider terminates. However, if
the beneficiary is the owner’s spouse, and the spouse elects to continue the contract, the death benefit is not payable
until the spouse’s death. Thus, you should not purchase this rider with multiple owners, unless the owners are
spouses. See “Death of Owner or Annuitant” and “Continuation After Death–Spouse,” above for further
information.

While in Lifetime Automatic Periodic Benefit Status, if the owner who is not the annuitant dies, we will continue to
pay the periodic payments that the owner was receiving under the ING LifePay Plus rider to the beneficiary. While
in Lifetime Automatic Periodic Benefit Status, if an owner who is also the annuitant dies, the periodic payments will
stop. No other death benefit is payable.

While the rider is in Automatic Periodic Benefit Status, if the owner dies, the remaining ING LifePay Plus Base will
be paid to the beneficiary in a lump sum.

Change of Owner or Annuitant. Other than as provided above under “Continuation After Death- Spouse,” you
may not change the annuitant. The rider and rider charges will terminate upon change of owner, including adding an
additional owner, except for the following ownership changes:

1)     

spousal continuation as described above;

 
2)     

change of owner from one custodian to another custodian;

 
3)     

change of owner from a custodian for the benefit of an individual to the same individual;

 
4)     

change of owner from an individual to a custodian for the benefit of the same individual;

 
5)     

collateral assignments;

 
6)     

change in trust as owner where the individual owner and the grantor of the trust are the same individual;

 
7)     

change of owner from an individual to a trust where the individual owner and the grantor of the trust are the
same individual; and

 
8)     

change of owner from a trust to an individual where the individual owner and the grantor of the trust are the
same individual.

Surrender Charges. If you elect the ING LifePay Plus rider, your withdrawals will be subject to surrender charges
if they exceed the free withdrawal amount. However, once your contract value is zero, the periodic payments under
the ING LifePay Plus rider are not subject to surrender charges.

Loans. No loans are permitted on contracts with the ING LifePay Plus rider.

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay Plus Rider,
see “Federal Tax Considerations–Tax Consequences of Living Benefits and Death Benefit.”

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider. The ING
Joint LifePay Plus rider generally provides, subject to the restrictions and limitations below, that we will guarantee a
minimum level of annual withdrawals from the contract for the lifetime of both you and your spouse, even if these
withdrawals deplete your contract value to zero. You may wish to purchase this rider if you are married and are
concerned that you and your spouse may outlive your income.

PRO.70600-09                                                              K-24

Purchase. The ING Joint LifePay Plus rider is only available for purchase by individuals who are married at the
time of purchase and eligible to elect spousal continuation (as defined by the Tax Code) when the death benefit
becomes payable. We refer to these individuals as spouses. Certain ownership, annuitant, and beneficiary
designations are required in order to purchase the ING Joint LifePay Plus rider. See “Ownership, Annuitant, and
Beneficiary Requirements,” below.

The maximum issue age is 80. Both spouses must meet these issue age requirements on the contract anniversary on
which the ING Joint LifePay Plus rider is effective. The issue age is the age of the owners on the date on which the
rider is effective. Some broker-dealers may limit the maximum issue age to ages younger than age 80, but in no event
lower than age 55. We reserve the right to change the minimum or maximum issue ages on a nondiscriminatory basis.
The ING Joint LifePay Plus rider was available for contracts issued on and after August 20, 2007 through
April 27, 2008 (subject to availability and state approvals) that did not already have a living benefit rider. The ING
Joint LifePay Plus rider will not be issued if the initial allocation to investment options is not in accordance with the
investment option restrictions described in “Investment Option Restrictions,” below. The Company in its discretion
may allow the ING Joint LifePay Plus rider to be elected after a contract has been issued without it, subject to certain
conditions. Please contact our Customer Service Center for more information. Such election must be received in good
order, including owner, annuitant, and beneficiary designations and compliance with the investment restrictions
described below. The ING Joint LifePay Plus rider will be effective as of the following quarterly contract anniversary.

Ownership, Annuitant, and Beneficiary Designation Requirements. Certain ownership, annuitant, and
beneficiary designations are required in order to purchase the ING Joint LifePay Plus rider. These designations
depend upon whether the contract is issued as a nonqualified contract, an IRA or a custodial IRA. In all cases, the
ownership, annuitant, and beneficiary designations must allow for the surviving spouse to continue the contract when
the death benefit becomes payable, as provided by the Tax Code. Non-natural, custodial owners are only allowed with
IRAs (“custodial IRAs”). Joint annuitants are not allowed. The necessary ownership, annuitant, and/or beneficiary
designations are described below. Applications that do not meet the requirements below will be rejected. We reserve
the right to verify the date of birth and social security number of both spouses.

Nonqualified Contracts. For a jointly owned contract, the owners must be spouses, and the annuitant must be
one of the owners. For a contract with only one owner, the owner’s spouse must be the sole primary beneficiary, and
the annuitant must be one of the spouses.

IRAs. There may only be one owner, who must also be the annuitant. The owner’s spouse must be the sole
primary beneficiary.

Custodial IRAs. While we do not maintain individual owner and beneficiary designations for IRAs held by an
outside custodian, the ownership and beneficiary designations with the custodian must comply with the requirements
listed in “IRAs,” above. The annuitant must be the same as the beneficial owner of the custodial IRA. We require the
custodian to provide us the name and date of birth of both the owner and the owner’s spouse.

Rider Date. The ING Joint LifePay Plus rider date is the date the ING Joint LifePay Plus rider becomes effective.
If you purchase the ING Joint LifePay Plus rider when the contract is issued, the ING Joint LifePay Plus rider date is
also the contract date.

Charge. The charge for the ING Joint LifePay Plus rider, a living benefit, is deducted quarterly from your contract
value:

  Maximum Annual Charge Current Annual Charge
2.50% 0.75%

This quarterly charge is a percentage of the ING Joint LifePay Plus Base. We deduct the charge in arrears based on
the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the
first quarter from the contract date. If the rider is added after contract issue, the rider and charges will begin on the
next following quarterly contract anniversary. The charge will be pro-rated when the rider is terminated. Charges are
deducted through the date your rider enters either the Automatic Periodic Benefit Status or Lifetime Automatic
Periodic Benefit Status. Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status occurs if
your contract value is reduced to zero and other conditions are met. The current charge can be subject to change upon
a reset after your first five contract years. You will never pay more than the maximum annual charge.

PRO.70600-09                                                            K-25

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment would
not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we deduct
the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the Fixed
Interest Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right to change
the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply to riders
issued after the change.

No Cancellation. Once you purchase the ING Joint LifePay Plus rider, you may not cancel it unless you cancel the
contract during the contract’s free look period (or otherwise cancel the contract pursuant to its terms), surrender or
elect to receive income phase payments in lieu of payments under the ING Joint LifePay Plus rider. These events
automatically cancel the ING Joint LifePay Plus rider. The Company may, at its discretion, cancel and/or replace the
ING Joint LifePay Plus rider at your request in order to renew or reset the ING Joint LifePay Plus rider.

Termination. The ING Joint LifePay Plus rider is a “living benefit,” which means the guaranteed benefits offered
are intended to be available to you and your spouse while you are living and while your contract is in the accumulation
phase. The optional rider automatically terminates if you:

1)     

terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving
income phase payments in lieu of payments under the ING Joint LifePay Plus rider;

 
2)     

die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant if the
contract is a custodial IRA), unless your spouse elects to continue the contract (and your spouse is active for
purposes of the ING Joint LifePay Plus rider); or

 
3)     

change the owner of the contract (other than a spousal continuation by an active spouse).

See “Change of Owner or Annuitant,” below. Other circumstances that may cause the ING Joint LifePay Plus rider to
terminate automatically are discussed below.

Active Status. Once the ING Joint LifePay Plus rider has been issued, a spouse must remain in “active” status in
order to exercise rights and receive the benefits of the ING Joint LifePay Plus rider after the first spouse’s death by
electing spousal continuation. In general, changes to the ownership, annuitant, and/or beneficiary designation
requirements noted above will result in one spouse being designated as “inactive.” Inactive spouses are not eligible to
continue the benefits of the ING Joint LifePay Plus rider after the death of the other spouse. Once designated
“inactive,” a spouse may not regain active status under the ING Joint LifePay Plus rider. Specific situations that will
result in a spouse’s designation as “inactive” include the following:

1)     

For nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that spouse
does not automatically become sole primary beneficiary pursuant to the terms of the contract), or the change
of one joint owner to a person other than an active spouse.

 
2)     

For nonqualified contracts where one spouse is the owner and the other spouse is the sole primary
beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who is not
also an active spouse or any change of beneficiary (including the addition of primary beneficiaries).

 
3)     

In the event of the death of one spouse (in which case the deceased spouse becomes inactive).

An owner may also request that one spouse be treated as inactive. In the case of joint-owned contracts, both contract
owners must agree to such a request. An inactive spouse is not eligible to exercise any rights or receive any benefits
under the ING Joint LifePay Plus rider. However, all charges for the ING Joint LifePay Plus rider will continue to
apply, even if one spouse becomes inactive, regardless of the reason. You should make sure you understand the
impact of beneficiary and owner changes on the ING Joint LifePay Plus rider prior to requesting any such
changes.

A divorce will terminate the ability of an ex-spouse to continue the contract. See “Divorce,” below.

PRO.70600-09                                                         K-26

Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the youngest active spouse’s 65th birthday has not yet passed. While the ING Joint
LifePay Plus rider is in Guaranteed Withdrawal Status, withdrawals in a contract year up to the Maximum Annual
Withdrawal will reduce the ING Joint LifePay Plus Base dollar-for-dollar. This status will then continue until the
earliest of:

1)      

quarterly contract anniversary following the youngest active spouse’s 65th birthday, provided the contract
owner does not decline the change to Lifetime Guaranteed Withdrawal Status;

 
2)

reduction of the ING Joint LifePay Plus Base to zero, at which time the rider will terminate;

 
3)

the income phase commencement date;

 
4)

reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

 
5)

reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual
Withdrawal (see “Automatic Periodic Benefit Status,” below);

 
6)

the surrender of the contract or the election to begin receiving income phase payments; or

 
7)       

the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person
owner), unless your spouse beneficiary elects to continue the contract.

Please note that withdrawals while the ING Joint LifePay Plus rider is in Guaranteed Withdrawal Status are not
guaranteed for the lifetime of the annuitant.

Lifetime Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, provided the
quarterly contract anniversary following the youngest active spouse’s 65th birthday has passed. If the first withdrawal
is taken prior to this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on the quarterly
contract anniversary following the youngest active spouse’s 65th birthday. This status continues until the earliest of:

1)       

the income phase commencement date;

 
2)

reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

 
3)

reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual
Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);

 
4)

the surrender of the contract; or

 
5)

the death of the owner (first owner, in the case of joint owners, or the annuitant, in the case of a custodial
IRA), unless your active spouse beneficiary elects to continue the contract.

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. However, this action will also apply to all future resets (see below) and
cannot be reversed. As described below, certain features of the ING Joint LifePay Plus rider may differ depending
upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING Joint LifePay Plus Rider Works. The ING Joint LifePay Plus rider has two phases. The first
phase, called the Growth Phase, begins on the effective date of the ING Joint LifePay Plus rider and ends as of the
business day before the first withdrawal is taken (or when the income phase commencement date is reached). The
second phase is called the Withdrawal Phase. This phase begins as of the date you take the first withdrawal of any
kind under the contract (other than advisory fees, as described below), or the income phase commencement date,
whichever occurs first.

Benefits paid under the ING Joint LifePay Plus rider require the calculation of the Maximum Annual Withdrawal. The
ING Joint LifePay Plus Base (referred to as the “MGWB Base” in the contract) is used to determine the Maximum
Annual Withdrawal and is calculated as follows:

1)        

If you purchased the ING Joint LifePay Plus rider on the contract date, the initial ING Joint LifePay Plus
Base is equal to the initial premium.

 
2)

If you purchased the ING Joint LifePay Plus rider after the contract date, the initial ING Joint LifePay Plus
Base is equal to the contract value on the effective date of the ING Joint LifePay Plus rider.

PRO.70600-09                                                                  K-27

During the Growth Phase, the initial ING Joint LifePay Plus Base is increased dollar-for-dollar by any premiums
received (“eligible premiums”). In addition, on each quarterly contract anniversary, the ING Joint LifePay Plus Base
is recalculated as the greater of

·   

The current ING Joint LifePay Plus Base; or

·   

The current contract value. This is referred to as a quarterly “ratchet.”

Also, on each of the first ten contract anniversaries, the ING Joint LifePay Plus Base is recalculated as the greatest of

·   

The current ING Joint LifePay Plus Base; or

·   

The current contract value; and

·   

The ING Joint LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any eligible
premiums and minus any third-party investment advisory fees paid from your contract during the year. This
is referred to as an annual “step-up.”

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the first
contract anniversary following a complete contract year after the rider date. You may sometimes see the step-up
referred to as the Minimum Annual Deferral Enhancement (or MADE).

The ING Joint LifePay Plus Base has no additional impact on the calculation of income phase payments or withdrawal
benefits.

Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of
determining the ING Joint LifePay Plus Base or the Maximum Annual Withdrawal; however, we reserve the right to
treat such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during
the Withdrawal Phase do increase the contract value used to determine the reset Maximum Annual Withdrawal under
the benefit reset feature of the ING Joint LifePay Plus rider (see “ING Joint LifePay Plus Reset,” below). We reserve
the right to discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined on the
date the Withdrawal Phase begins. It equals 5% multiplied by the greater of the contract value and the ING Joint
LifePay Plus Base, as of the last day of the Growth Phase. The first withdrawal after the effective date of the ING
Joint LifePay Plus rider (which causes the end of the Growth Phase) is treated as occurring on the first day of the
Withdrawal Phase, immediately after calculation of the Maximum Annual Withdrawal.

If the Withdrawal Phase begins before the quarterly contract anniversary on or after the younger spouse reaches
age 65, withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING Joint LifePay
Plus Base dollar-for-dollar, under what we refer to as the “Standard Withdrawal Benefit.” Then, on the quarterly
contract anniversary on or after the younger spouse reaches age 65, the ING Joint LifePay Plus Base will
automatically be reset to the current contract value, if greater, and the Maximum Annual Withdrawal will be
recalculated.

If the contract’s income phase commencement date is reached while you are in the ING Joint LifePay Plus rider’s
Lifetime Guaranteed Withdrawal Status, then you may elect a life only income phase option, in lieu of the contract’s
other income phase options, under which we will pay the greater of the income phase payout under the contract and
equal annual payments of the Maximum Annual Withdrawal, provided that, if both spouses are active, payments
under the life only income phase option will be calculated using the joint life expectancy table for both spouses. If
only one spouse is active, payments will be calculated using the single life expectancy table for the active spouse.

Withdrawals in a contract year that do not exceed the Maximum Withdrawal Amount do not reduce the Maximum
Withdrawal Amount. However, if withdrawals in any contract year exceed the Maximum Annual Withdrawal (an
“excess withdrawal”), the ING Joint LifePay Plus Base and the Maximum Annual Withdrawal will be reduced on a
pro-rata basis. This means that both the ING Joint LifePay Plus Base and the Maximum Annual Withdrawal will be
reduced by the same proportion as the excess withdrawal is of the contract value determined after the deduction the
amount withdrawn up to the Maximum Annual Withdrawal but before deduction of the excess withdrawal.

PRO.70600-09                                                     K-28

When a withdrawal is made, the total withdrawals taken in a contract year are compared with the current
Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year to
exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of
determining whether the Maximum Annual Withdrawal has been exceeded, any applicable Market Value
Adjustment or surrender charges will not be considered. However, for purposes of determining the Maximum
Annual Withdrawal reduction after an excess withdrawal, surrender charges and/or Market Value Adjustment are
considered to be part of the withdrawal, and will be included in the pro-rata adjustment to the Maximum Annual
Withdrawal. See Illustration 1 and 2 below for examples of this concept.

Required Minimum Distributions. Withdrawals taken from the contract to satisfy the Required Minimum
Distribution rules of the Tax Code are considered withdrawals for purposes of the ING Joint LifePay Plus rider, and
will begin the Withdrawal Phase if the Withdrawal Phase has not already started. Any such withdrawal which
exceeds the Maximum Annual Withdrawal for a specific contract year will not be deemed excess withdrawals in that
contract year for purposes of the ING Joint LifePay Plus rider, subject to the following:

1)     

If the contract owner’s Required Minimum Distribution for a calendar year (determined on a date on or before
January 31 of that year), applicable to the contract, is greater than the Maximum Annual Withdrawal on that
date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum
Distribution that exceeds the Maximum Annual Withdrawal.

 
2)     

You may withdraw the Additional Withdrawal Amount from this contract without it being deemed an excess
withdrawal.

 
3)     

Any withdrawals taken in a contract year will count first against the Maximum Annual Withdrawal for that
contract year.

 
4)     

Once the Maximum Annual Withdrawal for the then current contract year has been taken, additional amounts
withdrawn in excess of the Maximum Annual Withdrawal will count first against and reduce any unused
Additional Withdrawal Amount for the previous calendar year followed by any Additional Withdrawal
Amount for the current contract year.

 
5)     

Withdrawals that exceed all available Additional Withdrawal Amounts are excess withdrawals and will
reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

 
6)     

The Additional Withdrawal Amount is reset to zero at the end of the second calendar year from which it was
originally calculated.

 
7)     

If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but
enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be equal
to the amount in excess of the Maximum Annual Withdrawal Amount necessary to satisfy the Required
Minimum Distribution for that year (if any).

See Illustration 3, below.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the payment
of investment advisory fees to a named third party investment adviser for advice on management of the contract’s
values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals reduce the ING
Joint LifePay Plus Base on a dollar-for-dollar basis, and during the Withdrawal Phase, these withdrawals are treated
as any other withdrawal.

Automatic Periodic Benefit Status. If the contract value is reduced to zero for a reason other than a withdrawal
in excess of the Maximum Annual Withdrawal while the rider is in Guaranteed Withdrawal Status, the rider will
enter Lifetime Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an annual
amount equal to the Maximum Annual Withdrawal, until the remaining ING Joint LifePay Plus Base is exhausted.

When the rider enters Automatic Periodic Benefit Status:

1)     

the contract will provide no further benefits other than as provided under the ING Joint LifePay Plus rider;

 
2)     

no further premium payments will be accepted; and

 
3)     

any other riders attached to the contract will terminate, unless otherwise specified in that rider.

 

PRO.70600-09                                                               K-29

During Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal to
the Maximum Annual Withdrawal. These payments will continue until the ING Joint LifePay Plus Base is reduced
to zero, at which time the rider will terminate without value.

The periodic payments will begin on the last day of the first full contract year following the date the rider enters
Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the rider enters
Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the contract more frequently
than annually, the periodic payments will be made at the same frequency in equal amounts such that the sum of the
payments in each contract year will equal the annual Maximum Annual Withdrawal. Such payments will be made
on the same payment dates as previously set up, if the payments were being made monthly or quarterly. If the
payments were being made semi-annually or annually, the payments will be made at the end of the half-contract
year or contract year, as applicable.

Lifetime Automatic Periodic Benefit Status. If the contract value is reduced to zero by a withdrawal in excess
of the Maximum Annual Withdrawal, the contract and the ING Joint LifePay Plus rider will terminate due to the
pro-rata reduction described in “Determination of the Maximum Annual Withdrawal,” above.

If the contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the ING Joint LifePay Plus rider is in Lifetime Guaranteed Withdrawal Status, the ING Joint
LifePay Plus rider will enter Lifetime Automatic Periodic Benefit Status and you are no longer entitled to make
withdrawals. Instead, under the ING Joint LifePay Plus rider you will begin to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal.

When the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status:

1)     

the contract will provide no further benefits (including death benefits) other than as provided under the ING
Joint LifePay Plus rider;

 
2)     

no further premium payments will be accepted; and

 
3)     

any other riders attached to the contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is
equal to the Maximum Annual Withdrawal. The time period for which we will make these payments will depend
upon whether one or two spouses are active under the ING Joint LifePay Plus rider at the time this status begins. If
both spouses are active under the ING Joint LifePay Plus rider, these payments will cease upon the death of the
second spouse, at which time both the ING Joint LifePay Plus rider and the contract will terminate without further
value. If only one spouse is active under the ING Joint LifePay Plus rider, the payments will cease upon the death of
the active spouse, at which time both the ING Joint LifePay Plus rider and the contract will terminate without value.

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING Joint
LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status (including the withdrawal that results in the
contract value decreasing to zero), that difference will be paid immediately to the contract owner. The periodic
payments will begin on the last day of the first full contract year following the date the ING Joint LifePay Plus rider
enters Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn
from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at the time the
ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic
withdrawals under the contract more frequently than annually, the periodic payments will be made at the same
frequency in equal amounts such that the sum of the payments in each contract year will equal the annual Maximum
Annual Withdrawal. Such payments will be made on the same payment dates as previously set up, if the payments
were being made monthly or quarterly. If the payments were being made semi-annually or annually, the payments
will be made at the end of the half-contract year or contract year, as applicable.

ING Joint LifePay Plus Reset. Once the Lifetime Guaranteed Withdrawal Status begins and the Maximum
Annual Withdrawal has been determined, on each quarterly contract anniversary we will increase (or “reset”) the
ING Joint LifePay Plus Base to the current contract value, if the contract value is higher. The Maximum Annual
Withdrawal will also be recalculated, and the remaining portion of the new Maximum Annual Withdrawal will be
available for withdrawal immediately. This reset ONLY occurs when the rider is in Lifetime Guaranteed Withdrawal
Status, and is automatic.

PRO.70600-09                                                        K-30

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice, of
not less than 30 days, which explains the change, its impact to you and your options. You may decline this change
(and the reset). However, this action will apply to all future resets and cannot be reversed.

Investment Option Restrictions. In order to mitigate the insurance risk inherent in our guarantee to provide you
and your spouse with lifetime payments (subject to the terms and restrictions of the ING Joint LifePay Plus rider), we
require that your contract value be allocated in accordance with certain limitations. In general, to the extent that you
choose not to invest in the Accepted Funds, we require that 20% of the amount not so invested be invested in the Fixed
Allocation Funds. We will require this allocation regardless of your investment instructions to the contract, as
described below.

While the ING Joint LifePay Plus rider is in effect, there are limits on the portfolios to which your contract value may
be allocated. Contract value allocated to portfolios other than Accepted Funds will be rebalanced so as to maintain at
least 20% of such contract value in the Fixed Allocation Fund. See “Fixed Allocation Funds Automatic Rebalancing,”
below.

Accepted Funds. Currently, the Accepted Funds are:

·   

Fixed Account II

·   

Fixed Interest Division

·   

ING Liquid Assets Portfolio

·   

ING Solution Income Portfolio

·   

ING Solution 2015 Portfolio

·   

ING Solution 2025 Portfolio

·   

ING Solution 2035 Portfolio

·   

ING T. Rowe Price Capital Appreciation Portfolio.

If this rider was purchased before January 12, 2009, the following are additional Accepted Funds:

·   

ING Franklin Templeton Founding Strategy Portfolio; and

·   

ING WisdomTreeSM Global High-Yielding Equity Index Portfolio

No rebalancing is necessary if the contract value is allocated entirely to Accepted Funds. We may change these
designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract value
allocated to such portfolios after the date of the change.

Fixed Allocation Funds. Currently, the Fixed Allocation Funds are:

·   

ING American Funds Bond Portfolio

·   

ING BlackRock Inflation Protected Bond Portfolio

·   

ING Intermediate Bond Portfolio

·   

ING U.S. Bond Index Portfolio.

You may allocate your contract value to one or more Fixed Allocated Funds. We consider the ING Intermediate
Bond Portfolio to be the default Fixed Allocation Fund in connection with Fixed Allocation Funds Automatic
Rebalancing.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed Allocation
Fund are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is less
than 20% of the total contract value allocated to the Fixed Allocation Funds and Other Funds on any ING Joint
LifePay Plus Rebalancing Date, we will automatically rebalance the contract value allocated to the Fixed Allocation
Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds. Accepted Funds are
excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done on a pro-rata basis among
the Other Funds and will be the last transaction processed on that date. The ING Joint LifePay Plus Rebalancing
Dates occur on each contract anniversary and after the following transactions:

1)     

receipt of additional premiums;

 
2)     

transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or
specifically directed by you; and

 
3)     

withdrawals from the Fixed Allocation Funds or Other Funds.

 



PRO.70600-09                                                         K-31

Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the contract.
However, if the other automatic rebalancing under the contract causes the allocations to be out of compliance with
the investment option restrictions noted above, Fixed Allocation Funds Automatic Rebalancing will occur
immediately after the automatic rebalancing to restore the required allocations. See “Appendix J–Examples of Fixed
Allocation Funds Automatic Rebalancing.”

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into the Fixed
Allocation Fund even if you have not previously been invested in it. See “Appendix J–Examples of Fixed
Allocation Funds Automatic Rebalancing, Example I.” By electing to purchase the ING Joint LifePay Plus
rider, you are providing the Company with direction and authorization to process these transactions,
including reallocations into the Fixed Allocation Fund. You should not purchase the ING Joint LifePay Plus
rider if you do not wish to have your contract value reallocated in this manner.

Divorce. Generally, in the event of a divorce, the spouse who retains ownership of the contract will continue to be
entitled to all rights and benefits of the ING Joint LifePay Plus rider, while the ex-spouse will no longer have any such
rights or be entitled to any such benefits. In the event of a divorce during Lifetime Guaranteed Withdrawal Status, the
ING Joint LifePay Plus rider continues, and terminates upon the death of the owner (first owner in the case of joint
owners, or the annuitant in the case of a custodial IRA). Although spousal continuation may be available under the
Tax Code for a subsequent spouse, the ING Joint LifePay Plus rider cannot be continued by the new spouse. As the
result of the divorce, we may be required to withdraw assets for the benefit of an ex-spouse. Any such withdrawal will
be considered a withdrawal for purposes of the Maximum Annual Withdrawal amount. In other words, if a withdrawal
incident to a divorce exceeds the Maximum Annual Withdrawal amount, it will be considered an excess withdrawal.
See “Determination of the Maximum Annual Withdrawal,” above. As noted, in the event of a divorce there is no
change to the Maximum Annual Withdrawal and we will continue to deduct charges for the ING Joint LifePay Plus
rider.

In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change to the periodic
payments made. Payments will continue until both spouses are deceased.

Death of Owner. The death of the owner (or in the case of joint owners, the first owner, or for custodial IRAs, the
annuitant) may cause the termination of the ING Joint LifePay Plus rider and its charges, depending upon whether one
or both spouses are in active status at the time of death, as described below.
1)       

If both spouses are in active status: If the surviving spouse elects to continue the contract and becomes the
sole owner and annuitant, the ING Joint LifePay Plus rider will remain in effect pursuant to its original terms
and ING Joint LifePay Plus coverage and charges will continue. As of the date the contract is continued, the
Joint LifePay Plus Base will be reset to the current Contact value, if greater, and the Maximum Annual
Withdrawal will recalculated as 5% percentage multiplied by the new Joint LifePay Plus Base on the date the
contract is continued. However, under no circumstances will this recalculation result in a reduction to the
Maximum Annual Withdrawal.

 
 

If the surviving spouse elects not to continue the contract, ING Joint LifePay Plus rider coverage and charges
will cease upon the earlier of payment of the death benefit or notice that an alternative distribution option has
been chosen.

 
2)

If the surviving spouse is in inactive status: The ING Joint LifePay Plus rider terminates and ING Joint
LifePay Plus coverage and charges cease upon the date of death of the last Active Spouse.

Change of Owner or Annuitant. Other than as a result of spousal continuation, you may not change the annuitant.
The ING Joint LifePay Plus rider and rider charges will terminate upon change of owner, including adding an
additional owner, except for the following ownership changes:

1)       

spousal continuation by an active spouse, as described above;

 
2)

change of owner from one custodian to another custodian for the benefit of the same individual;

 
3)

change of owner from a custodian for the benefit of an individual to the same individual (in order to avoid the
owner’s spouse from being designated inactive, the owner’s spouse must be named sole beneficiary under the
contract);

 
4)

change of owner from an individual to a custodian for the benefit of the same individual;

 
5)

collateral assignments;

 

PRO.70600-09                                                                   K-32

6)        

for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner is the
original owner’s spouse and is active when added as joint owner;

 
7)

for nonqualified contracts, removal of a joint owner, provided the removed joint owner is active and becomes
the primary contract beneficiary; and

 
8)

change of owner where the owner becomes the sole primary beneficiary and the sole primary beneficiary
becomes the owner if both were active spouses at the time of the change.

Surrender Charges. If you elect the ING Joint LifePay Plus rider, your withdrawals will be subject to surrender
charges if they exceed the free withdrawal amount. However, once your contract value is zero, the periodic payments
under the ING Joint LifePay Plus rider are not subject to surrender charges, nor will these amounts be subject to any
other charges under the contract.

Federal Tax Considerations. For more information about the tax treatment of amounts paid to you under the ING
Joint LifePay Plus rider, see “Federal Tax Considerations–Tax Consequences of Living Benefits and Death Benefit.”

                     ING LifePay Plus and ING Joint LifePay Plus Partial Withdrawal Amount Examples

The following are examples of adjustments to the Maximum Annual Withdrawal amount for withdrawals in excess of
the Maximum Annual Withdrawal:

Illustration 1: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal, including surrender and/or MVA charges.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $500 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $300 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the
Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $200 of surrender charges, and/or MVA
charges. Because total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, then there is
an adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the contract year are $7,000 ($3,000 + $500 + $1,500 + $300 + $1,500 + $200). The
adjustment is the lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual
Withdrawal ($7,000 – $5,000 = $2,000), and the amount of the current gross withdrawal ($1,500 + 200 = $1,700.

If the contract value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by 3.40%
($1,700 / $50,000) to $4,830 ((1 – 3.40%) * $5,000).

Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA charges.
The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA charges.
The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the
Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA charges.
Because total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an adjustment
to the Maximum Annual Withdrawal.

PRO.70600-09                                                                   K-33

Total gross withdrawals during the contract year are $6,000 ($3,000 + $1,500 + $1,500). The adjustment is the lesser
of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal, $1,000, and
the amount of the current gross withdrawal, $1,500.

If the contract value after the part of the gross withdrawal that was within the Maximum Annual Withdrawal, $500, is
$49,500, then the Maximum Annual Withdrawal is reduced by 2.02% ($1,000 / $49,500) to $4,899 ((1 – 2.02%) *
$5,000).

Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the
Additional Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. The RMD for the current calendar year applicable to this
contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the excess of this amount
above the Maximum Annual Withdrawal, $1,000 ($6,000 – $5,000).

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA charges.
The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA charges.
The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the
Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA charges.
Total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, however, the Maximum
Annual Withdrawal is not adjusted until the Additional Withdrawal Amount is exhausted. The amount by which total
net withdrawals taken exceed the Maximum Annual Withdrawal, $1,000 ($6,000 – $5,000), is the same as the
Additional Withdrawal Amount, so no adjustment to the Maximum Annual Withdrawal is made. If total net
withdrawals taken had exceeded the sum of the Maximum Annual Withdrawal and the Additional Withdrawal
Amount, then an adjustment would be made to the Maximum Annual Withdrawal.

Illustration 4: The Reset Occurs.

Assume the Maximum Annual Withdrawal is $5,000 and the Maximum Annual Withdrawal percentage is 5%.

One year after the first withdrawal is taken, the contract value has increased to $120,000, and the Reset occurs. The
Maximum Annual Withdrawal is now $6,000 ($120,000 * 5%).

One year after the Reset, the contract value has increased further to $130,000. The Reset occurs again, and the
Maximum Annual Withdrawal is now $6,500 ($130,000 * 5%).

PRO.70600-09                                                                   K-34

 
APPENDIX L

ING LifePay and ING Joint LifePay Riders

(Available for contracts issued through August 20, 2007, subject to state approval)

ING LifePay Minimum Guaranteed Withdrawal Benefit (ING LifePay) Rider. The ING LifePay rider generally
provides, subject to the restrictions and limitations below, that we will guarantee a minimum level of annual
withdrawals from the contract for the lifetime of the annuitant, even if these withdrawals deplete your contract value to
zero. You may wish to purchase this rider if you are concerned that you may outlive your income.

Purchase. In order to elect the ING LifePay rider, the annuitant must be the owner or one of the owners, unless the
owner is a non-natural person. Joint annuitants are not allowed. The minimum issue age is 50 and the maximum issue
age is 80. The issue age is the age of the owner (or the annuitant if there are joint owners or the owner is non-natural)
on the contract anniversary on which the rider is effective. Some broker-dealers may limit availability of the rider to
ages younger than 80, but in no event less than 50. The ING LifePay rider will not be issued if the initial allocation to
investment options is not in accordance with the investment option restrictions described in “Investment Option
Restrictions,” below. The Company in its discretion may allow the rider to be elected during the 30-day period
preceding a contract anniversary. Such election must be received in good order, including compliance with the
investment option restrictions described below. The rider will be effective as of that contract anniversary.

Rider Date. The rider date is the date the ING LifePay rider becomes effective. The rider date is also the contract
date if you purchased the ING LifePay rider when the contract was issued.

Charge. The charge for the ING LifePay rider is deducted quarterly from your contract value as follows:

  As an Annual Charge
  (Charge Deducted Quarterly)		   As a Quarterly Charge   Maximum Annual Charge if Reset
  Option Elected
  0.40% of contract value   0.10% of contract value   1.20% of contract value

The charge is deducted during the period starting on the rider date and up to your rider’s Lifetime Automatic
Periodic Benefit status. Lifetime Automatic Periodic Benefit Status will occur if your contract value is reduced to
zero and other conditions are met. The charge may be subject to change if you elect the reset option, subject to the
maximum annual charge. For more information on this rider, including when Lifetime Automatic Periodic Benefit
status begins, please see “ING LifePay Minimum Guaranteed Withdrawal Benefit Rider” below. If you surrender
your contract or begin receiving income phase payments, the charge is pro-rated based upon the amount owed at the
time. We reserve the right to change the charge for this rider, subject to the maximum annual charge. If changed,
the new charge will only apply to riders issued after this change.

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. Currently, a Market Value Adjustment would not
apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we deduct the
charge from the Fixed Interest Allocation having the nearest maturity. For more information about the Fixed Interest
Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right to change the
charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply to riders
issued after the change.

No Cancellation. Once you purchase the ING LifePay rider, you may not cancel it unless you a) cancel the contract
during the contract’s free look period, b) surrender, c) begin income phase payments, or d) otherwise terminate the
contract pursuant to its terms. These events automatically cancel the ING LifePay rider. Once the contract continues
beyond the free look period, you may not cancel the rider. The Company may, at its discretion, cancel and/or replace
a rider at your request in order to renew or reset a rider.

PRO.70600-09                                                              L-1

Termination. The ING LifePay rider is a “living benefit,” which means the guaranteed benefits offered by the
rider is intended to be available to you while you are living and while your contract is in the accumulation phase.
Generally, the optional riders automatically terminate if you:

1)       

Terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving
income phase payments in lieu of payments under the rider;

 
2)

Die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant if the
contract is a custodial IRA), unless your spouse elects to continue the contract; or

 
3)

Change the owner of the contract.

Other circumstances that may cause a rider to terminate automatically are discussed below with each rider.

Lifetime Guaranteed Withdrawal Status. This status begins on the rider date and continues until the earliest of:

1)        

the income phase start date;

 
2)     

reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

 
3)

reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual
Withdrawal;

 
4)     

the surrender of the contract; or

 
5)

the death of the contract owner (or in the case of joint owners, the first contract owner, or the annuitant in
the case of a custodial IRA) unless your spouse beneficiary elects to continue the contract.

For more information about the effect of a withdrawal reducing the contract value to zero, please see “Lifetime
Automatic Periodic Benefit Status” below.

As described below, certain features of the ING LifePay rider may differ depending upon whether you are in Lifetime
Guaranteed Withdrawal Status.

How the ING LifePay Rider Works. The ING LifePay Withdrawal Benefit rider has two phases. The first
phase, called the Growth Phase, begins on the rider date and ends as of the business day before the first withdrawal is
taken (or when the income phase start date is reached). The second phase is called the Withdrawal Phase. This phase
begins as of the date of the first withdrawal (other than investment advisory fees, as described below) or the income
phase start date, whichever occurs first.

During the accumulation phase of the contract, the ING LifePay rider may be in either the Growth Phase or the
Withdrawal Phase. The ING LifePay rider is initially in Lifetime Guaranteed Withdrawal Status. While in this status
you may terminate the ING LifePay rider by electing to enter the income phase and begin receiving income phase
payments. However, if you have not elected to begin receiving income phase payments, and the ING LifePay rider
enters Lifetime Automatic Periodic Benefit Status because the contract value has been reduced to zero, the ING
LifePay rider and contract terminate (other than those provisions regarding the payment of the Maximum Annual
Withdrawal, as described below) and you can no longer elect to receive income phase payments.

Benefits paid under the ING LifePay rider require the calculation of the Maximum Annual Withdrawal. The ING
LifePay Base (referred to as the “MGWB Base” in the contract) is used to determine the Maximum Annual
Withdrawal as follows.

1)        

If you purchased the ING LifePay rider on the contract date, the initial ING LifePay Base is equal to the initial
premium.

2)

If you purchased the ING LifePay rider after the contract date, the initial ING LifePay Base is equal to the contract value on the
rider date.

3)

The initial ING LifePay Base is increased dollar-for-dollar by premiums received during the Growth Phase
(“eligible premiums”). The ING LifePay Base is also increased to equal the contract value if the contract value
is greater then the current ING LifePay Base on each quarterly contract anniversary after the effective date of
the rider, during the Growth Phase. The ING LifePay Base has no additional impact on the calculation of
income phase payments or withdrawal benefits.

PRO.70600-09                                                                                  L-2

Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of
determining the ING LifePay Base or the Maximum Annual Withdrawal. However, we reserve the right to treat such
premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during the
Withdrawal Phase do increase the contract value used to determine the reset Maximum Annual Withdrawal if you
choose to reset the ING LifePay rider (see “ING LifePay Reset Option,” below). We reserve the right to discontinue
allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined on the
date the Withdrawal Phase begins. It equals 5% of the greater of 1) the contract value and 2) the ING LifePay Base as
of the last day of the Growth Phase. The first withdrawal after the rider date (which causes the end of the Growth
Phase) is treated as occurring on the first day of the Withdrawal Phase, after calculation of the Maximum Annual
Withdrawal.

If the ING LifePay rider is in the Growth Phase, and the income phase commencement date is reached, the rider will
enter the Withdrawal Phase and the income phase will begin. In lieu of the income phase payment options available
under the contract, you may elect a life-only income phase payment option under which we will pay the greater of the
income phase payout under the contract and annual payments equal to the Maximum Annual Withdrawal.

Withdrawals in a contract year that do not exceed the Maximum Annual Withdrawal do not reduce the Maximum
Annual Withdrawal. However, if withdrawals in any contract year exceed the Maximum Annual Withdrawal, the
Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that the Maximum Annual Withdrawal
will be reduced by the same proportion that the withdrawal in excess of the Maximum Annual Withdrawal (the
“excess withdrawal”) is of the contract value determined:

1)        

before the withdrawal, for the excess withdrawal; and

2)

after the withdrawal for the amount withdrawn up to the Maximum Annual Withdrawal (without regard to
the excess withdrawal).

When a withdrawal is made, the total withdrawals taken in a contract year are compared with the current Maximum
Annual Withdrawal. To the extent the withdrawal taken causes the total withdrawals in that year to exceed the current
Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of determining whether the
Maximum Annual Withdrawal has been exceeded, any applicable Market Value Adjustment or surrender charges will
not be applied to the withdrawal. However, for purposes of determining the Maximum Annual Withdrawal reduction
after an excess withdrawal, any surrender charges and/or Market Value Adjustment are considered to be part of the
withdrawal. See Illustration 1 and 2 below for an example of this concept.

Required Minimum Distributions. Withdrawals taken from this contract to satisfy the Required Minimum
Distribution rules of the Tax Code are considered withdrawals for the purposes of the rider, and will begin the
Withdrawal Phase if the Withdrawal Phase has not already started. Any such withdrawal that exceeds the Maximum
Annual Withdrawal for a specific contract year, will not be deemed excess withdrawals in that contract year for
purposes of the ING LifePay rider, subject to the following rules:

1)        

If your Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of
that year), applicable to this contract, is greater than the Maximum Annual Withdrawal on that date, an
Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that
exceeds the Maximum Annual Withdrawal.

2)

You may withdraw the Additional Withdrawal Amount from this contract without it being deemed an excess
withdrawal.

3)

Any withdrawals taken in a contract year will count first against the Maximum Annual Withdrawal for that
contract year.

4)

Once the Maximum Annual Withdrawal for the then current contract year has been taken, additional amounts
withdrawn in excess of the Maximum Annual Withdrawal, other than Required Minimum Distributions will
count against and reduce any Additional Withdrawal Amount.

5)

Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the
Maximum Annual Withdrawal on a pro-rata basis, as described above.

 

PRO.70600-09

L-3

6)        

The Additional Withdrawal Amount is reset to zero at the end of each calendar year, and remains at zero until it
is reset in January of the following calendar year, even if, pursuant to the Tax Code, the contract owner may
take a Required Minimum Distribution for that calendar year after the end of the calendar year. The Additional
Withdrawal Amount when recalculated, will not include your Required Minimum Distribution for a calendar
year, or any portion thereof, that may otherwise be taken after that calendar year’s end.

7)

If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but
enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be set
equal to the amount in excess of the Additional Withdrawal Amount necessary to satisfy the Required
Minimum Distribution (if any).

 
 

See Appendix Illustration 3, below.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the payment
of investment advisory fees to a named third party investment adviser for advice on management of the contract’s
values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals reduce the ING
LifePay Base on a pro-rata basis, and during the Withdrawal Phase, these withdrawals are treated as any other
withdrawal.

Lifetime Automatic Periodic Benefit Status. If the contract value is reduced to zero by a withdrawal in excess
of the Maximum Annual Withdrawal, the contract and the rider will terminate due to the pro-rata reduction described
in “Determination of the Maximum Annual Withdrawal,” above.

If the contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the rider is in Lifetime Guaranteed Withdrawal Status, the rider will enter Lifetime Automatic
Periodic Benefit Status and you are no longer entitled to make withdrawals. Instead, under the rider, you will begin to
receive periodic payments in an annual amount equal to the Maximum Annual Withdrawal.

When the rider enters Lifetime Automatic Periodic Benefit Status,

1)     

the contract will provide no further benefits other than as provided in the ING LifePay rider;

2)     

no further premium payments will be accepted; and

3)     

any other riders attached to the contract will terminate, unless otherwise specified in the rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments equal to the Maximum Annual
Withdrawal. These payments will cease upon the death of the annuitant at which time both the rider and the contract
will terminate. The rider will remain in Lifetime Automatic Periodic Benefit Status until it terminates without value
upon the annuitant’s death.

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING LifePay rider
enters Lifetime Automatic Periodic Benefit Status (including the withdrawal that results in the contract value
decreasing to zero), that difference will be paid immediately to the contract owner. The periodic payments will begin
on the last day of the first full contract year following the date the rider enters Lifetime Automatic Periodic Benefit
Status and will continue to be paid annually thereafter.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic withdrawal,
either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn from your
contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at the time the rider enters
Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the contract more
frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that the
sum of the payments in each contract year will equal the annual Maximum Annual Withdrawal. Such payments will
be made on the same payment dates as previously set up, if the payments were being made monthly or quarterly. If the
payments were being made semi-annually or annually, the payments will be made at the end of the half-contract year
or contract year, as applicable.

ING LifePay Reset Option. Beginning one year after the Withdrawal Phase begins, you may choose to reset the
Maximum Annual Withdrawal, if 5% of the contract value would be greater than your current Maximum Annual
Withdrawal. You must elect to reset by a request in a form satisfactory to us. On the date the request is received (the
“Reset Effective Date”), the Maximum Annual Withdrawal will increase to be equal to 5% of the contract value on the
Reset Effective Date. The reset option is only available when the rider is in Lifetime Guaranteed Withdrawal Status.

PRO.70600-09                                                                   L-4

After exercising the reset option, you must wait one year before electing to reset again. We will not accept a request to
reset if the new Maximum Annual Withdrawal on the date the request is received would be less than your current
Maximum Annual Withdrawal.

If the reset option is exercised, the charge for the ING LifePay rider will be equal to the charge then in effect for a
newly purchased rider but will not exceed the maximum annual charge of 1.20% . However, we guarantee that the
rider charge will not increase for resets exercised within the first five contract years. See Illustration 4, below.

Investment Option Restrictions. In order to mitigate the insurance risk inherent in our guarantee to provide you with
lifetime payments (subject to the terms and restrictions of the ING LifePay rider), we require that your contract value
be allocated in accordance with certain limitations. In general, to the extent that you choose not to invest in the
Accepted Funds, we require that 20% of such contract value be invested in the Fixed Allocation Fund. See “Fixed
Allocation Funds Automatic Rebalancing” below.

The ING GET U.S. Core Portfolio is not available as an investment option if you have chosen the ING LifePay rider.

Accepted Funds. Currently, the Accepted Funds are:

·   

Fixed Account II

·   

Fixed Interest Division

·   

ING Liquid Assets Portfolio

·   

ING Solution Income Portfolio

·   

ING Solution 2015 Portfolio

·   

ING Solution 2025 Portfolio

·   

ING Solution 2035 Portfolio

·   

ING T. Rowe Price Capital Appreciation Portfolio.

If this rider was purchased before January 12, 2009, the following are additional Accepted Funds:

·   

ING Franklin Templeton Founding Strategy Portfolio; and

·   

ING WisdomTreeSM Global High-Yielding Equity Index Portfolio

No rebalancing is necessary if the contract value is allocated entirely to Accepted Funds. We may change these
designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract value
allocated to such portfolios after the date of the change.

Fixed Allocation Funds. Currently, the Fixed Allocation Funds are:

·   

ING American Funds Bond Portfolio

·   

ING BlackRock Inflation Protected Bond Portfolio

·   

ING Intermediate Bond Portfolio

·   

ING U.S. Bond Index Portfolio.

You may allocate your contract value to one or more Fixed Allocated Funds. We consider the ING Intermediate
Bond Portfolio to be the default Fixed Allocation Fund in connection with Fixed Allocation Funds Automatic
Rebalancing.

Other Funds. All portfolios available under the contract other than Accepted Funds and the Fixed Allocation
Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is less than
20% of the contract value allocated to the Fixed Allocation Funds and Other Funds on any ING LifePay Rebalancing
Date, we will automatically rebalance the contract value allocated to Fixed Allocation Funds and Other Funds so that
20% of this amount is allocated to the Fixed Allocation Funds. Accepted Funds are excluded from Fixed Allocation
Funds Automatic Rebalancing. Any rebalancing is done on a pro-rata basis among the Fixed Allocation Funds and
Other Funds and will be the last transaction processed on that date. The ING LifePay Rebalancing Dates occur on
each contract anniversary and after the following transactions:

1)     

receipt of additional premiums;

2)     

transfer or reallocation among Fixed Allocation Funds or Other Funds, whether automatic or specifically
directed by you; and

3)     

withdrawals from a Fixed Allocation Fund or Other Fund.

 

PRO.70600-09                                                        L-5

Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the contract.
However, if the other automatic rebalancing under the contract causes the allocations to be out of compliance with the
investment option restrictions noted above, Fixed Allocation Funds Automatic Rebalancing will occur immediately
after the automatic rebalancing to restore the required allocations. See “Appendix J – Examples of Fixed Allocation
Funds Automatic Rebalancing.”

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into the Fixed
Allocation Fund even if you have not previously been invested in it. See “Appendix J–Examples of Fixed Allocation
Funds Automatic Rebalancing, Example I.” By electing to purchase the ING LifePay rider, you are providing the
Company with direction and authorization to process these transactions, including reallocations into the Fixed
Allocation Fund. You should not purchase the ING LifePay rider if you do not wish to have your contract
value reallocated in this manner.

Death of Owner or Annuitant. The ING LifePay rider and charges terminate on the earlier of:

1)        

if the rider is in Lifetime Guaranteed Withdrawal status, the date of receipt of due proof of death (“notice
date”) of the contract owner (or in the case of joint contract owners, the death of the first owner) or the
annuitant if there is a non-natural owner; or

2)

the date the rider enters Lifetime Automatic Periodic Benefit status.

Under 1), above, the rider terminates on the death of the first owner, even if the owner is not the annuitant. Thus, you
should not purchase this rider with multiple owners, unless the owners are spouses. Under 2), above, we will
continue to pay the periodic payments that the owner was receiving under the ING LifePay rider to the annuitant. No
other death benefit is payable in this situation.

Continuation After Death – Spouse. If the surviving spouse of the deceased owner continues the contract (see,
“Death Benefit Choices–Continuation After Death – Spouse”), this rider will also continue, provided the following
conditions are met:

1)        

The spouse is at least 50 years old on the date the contract is continued; and

2)

The spouse becomes the annuitant and sole contract owner.

If the rider is in the Growth Phase at the time of spousal continuation:

1)        

The rider will continue in the Growth Phase;

2)

On the date the rider is continued, the ING LifePay Base will be reset to equal the then current contract value;
and

3)

The ING LifePay charges will restart and be the same as were in effect prior to the notice date.

If the rider is in the Withdrawal Phase at the time of spousal continuation:

1)       

The rider will continue in the Withdrawal Phase;

 
2)

On the contract anniversary following the date the rider is continued,

 
  (a)        

If the surviving spouse had not been the annuitant before the owner’s death, the Maximum Annual
Withdrawal is recalculated by multiplying the contract value on that contract anniversary by 5%, and the
Maximum Annual Withdrawal is considered to be zero from the notice date to that contract anniversary.

   

Withdrawals are permitted pursuant to the other provisions of the contract. Withdrawals causing the
contract value to fall to zero will terminate the contract and rider.

  (b)

If the surviving spouse was the annuitant before the owner’s death, the Maximum Annual Withdrawal is
recalculated as the greater of the Maximum Annual Withdrawal on the notice date (adjusted for excess
withdrawals thereafter) and the Maximum Annual Withdrawal resulting from multiplying the contract
value on that contract anniversary by 5%. The Maximum Annual Withdrawal does not go to zero on the
notice date, and withdrawals may continue under the rider provisions.

 
3)

The rider charges will restart on the contract anniversary following the date the rider is continued and will be the
same as were in effect prior to the notice date.

 

PRO.70600-09                                                                L-6

Change of Owner or Annuitant. Other than as provided above under “Continuation After Death–Spouse,” you
may not change the annuitant. The rider and rider charges will terminate upon change of owner, including adding an
additional owner, except for the following ownership changes:

1)     

spousal continuation as described above;

 
2)     

change of owner from one custodian to another custodian;

 
3)     

change of owner from a custodian for the benefit of an individual to the same individual;

 
4)     

change of owner from an individual to a custodian for the benefit of the same individual;

 
5)     

collateral assignments;

 
6)     

change in trust as owner where the individual owner and the grantor of the trust are the same individual;

 
7)

change of owner from an individual to a trust where the individual owner and the grantor of the trust are the
same individual; and

 
8)        

change of owner from a trust to an individual where the individual owner and the grantor of the trust are the
same individual.

Surrender Charges. If you elect the ING LifePay rider, your withdrawals will be subject to surrender charges if
they exceed the free withdrawal amount. However, once your Contract value is zero, the periodic payments under the
ING LifePay rider are not subject to surrender charges.

Loans. The portion of any Contract value used to pay off an outstanding loan balance will reduce the ING LifePay
Base or Maximum Annual Withdrawal as applicable. We do not recommend the ING LifePay rider if loans are
contemplated.

Effect of ING LifePay Rider on Death Benefit. If you die before Lifetime Automatic Periodic Benefit Status
begins under the ING LifePay rider, the death benefit is payable, but the rider terminates. However, if the beneficiary
is the owner’s spouse, and the spouse elects to continue the contract, the death benefit is not payable until the
spouse’s death. Thus, you should not purchase this rider with multiple owners, unless the owners are spouses.
See “ING LifePay Minimum Guaranteed Withdrawal Benefit Rider–Death of Owner or Annuitant” for further
information.

While in Lifetime Automatic Periodic Benefit Status, if the owner who is not the annuitant dies, we will continue to
pay the periodic payments that the owner was receiving under the ING LifePay rider to the annuitant. While in
Lifetime Automatic Periodic Benefit Status, if an owner who is also the annuitant dies, the periodic payments will
stop. No other death benefit is payable.

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay Rider, see
“Federal Tax Considerations–Tax Consequences of Living Benefits and Death Benefit.”

ING Joint LifePay Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay) Rider. The ING Joint
LifePay rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum
level of annual withdrawals you may take from the contract for the lifetime of both you and your spouse, even if these
withdrawals deplete your contract value to zero. Annual withdrawals in excess of the annual withdrawal amount
allowed under the rider will reduce the amount of allowable future annual withdrawals, and may result in your
inability to receive lifetime payments under the rider. You may wish to purchase this rider if you are married and are
concerned that you and your spouse may outlive your income.

Purchase. The ING Joint LifePay rider is only available for purchase by individuals who are married at the time of
purchase and eligible to elect spousal continuation (as defined by the Tax Code) when the death benefit becomes
payable. We refer to these individuals as spouses. Certain ownership, annuitant, and beneficiary designations are
required in order to purchase the ING Joint LifePay rider. See “Ownership, Annuitant, and Beneficiary Designation
Requirements” below.

PRO.70600-09                                                             L-7

The minimum issue age is 60 and the maximum issue age is 80. Both spouses must meet these issue age requirements
on the contract anniversary on which the ING Joint LifePay rider is effective. Some broker-dealers may limit the
maximum issue age to ages younger than age 80, but in no event lower than age 60. We reserve the right to change
the minimum or maximum issue ages on a nondiscriminatory basis. The ING Joint LifePay rider is currently only
available if you have not already purchased an optional living benefit rider. We do, however, reserve the right to
allow the purchase of more than one optional living benefit rider in the future, as well as the right to allow contract
owners to replace the ING LifePay rider with the ING Joint LifePay rider. The ING Joint LifePay rider will not be
issued if the initial allocation to investment options is not in accordance with the investment option restrictions
described in “Investment Option Restrictions” below. The Company in its discretion may allow the ING Joint LifePay
rider to be elected during the 30-day period preceding a contract anniversary. Such election must be received in good
order, including owner, annuitant, and beneficiary designations and compliance with the investment restrictions
described below. The ING Joint LifePay rider will be effective as of that contract anniversary.

Ownership, Annuitant, and Beneficiary Designation Requirements. Certain ownership, annuitant, and
beneficiary designations are required in order to purchase the ING Joint LifePay rider. These designations depend
upon whether the contract is issued as a nonqualified contract or as an IRA. In both cases the ownership, annuitant,
and beneficiary designations must allow for the surviving spouse to continue the contract when the death benefit
becomes payable, as provided by the Tax Code. Non-natural, custodial owners are only allowed with IRAs
(“custodial IRAs”). Joint annuitants are not allowed. The necessary ownership, annuitant, and/or beneficiary
designations are described below. Applications that do not meet the requirements below will be rejected. We reserve
the right to verify the date of birth and social security number of both spouses.

Nonqualified Contracts. For a jointly owned contract, the owners must be spouses, and the annuitant must be
one of the owners. For a contract with only one owner, the owner’s spouse must be the sole primary beneficiary,
and the annuitant must be one of the spouses.

IRAs. There may only be one owner of a contract issued as an IRA, who must also be the annuitant. The
owner’s spouse must be the sole primary beneficiary.

Custodial IRAs. While we do not maintain individual owner and beneficiary designations for IRAs held by an
outside custodian, the ownership and beneficiary designations with the custodian must comply with the
requirements listed in “IRAs” above. The annuitant must be the same as the beneficial owner of the custodial IRA.
We require the custodian to provide us the name and date of birth of both the owner and the owner’s spouse.

Rider Date. The rider date is the date the ING Joint LifePay rider becomes effective. The rider date is also the
contract date if you purchased the ING Joint LifePay rider when the contract was issued.

Charge. The charge for the ING Joint LifePay rider is deducted quarterly from your contract value as follows:

  As an Annual Charge
  (Charge Deducted Quarterly)		   As a Quarterly Charge   Maximum Annual Charge if
  Reset Option Elected
  0.65% of contract value   0.1625% of contract value   1.50% of contract value

The charge is deducted during the period starting on the rider date and up to your rider’s Lifetime Automatic
Periodic Benefit status. Lifetime Automatic Periodic Benefit Status will occur if your contract value is reduced
to zero and other conditions are met. The charge may be subject to change if you elect the reset option, subject to
the maximum annual charge. For more information on this rider, including when Lifetime Automatic Periodic
Benefit status begins, please see “ING Joint LifePay Minimum Guaranteed Withdrawal Benefit Rider” below. If
you surrender your contract or begin receiving income phase payments, the charge is pro-rated based upon the
amount owed at the time. We reserve the right to change the charge for this rider, subject to the maximum annual
charge. If changed, the new charge will only apply to riders issued after this change.

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. Currently, a Market Value Adjustment would
not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we
deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the
Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right
to change the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only
apply to riders issued after the change.

PRO.70600-09                                                    L-8

No Cancellation. Once you purchase the ING Joint LifePay rider, you may not cancel it unless you a) cancel
the contract during the contract’s free look period, b) surrender, c) begin income phase payments, or d) otherwise
terminate the contract pursuant to its terms. These events automatically cancel the ING Joint LifePay rider. Once
the contract continues beyond the free look period, you may not cancel the rider. The Company may, at its
discretion, cancel and/or replace a rider at your request in order to renew or reset a rider.

Termination. The ING Joint LifePay rider a “living benefit,” which means the guaranteed benefits offered by
the rider is intended to be available to you while you are living and while your contract is in the accumulation
phase. Generally, the optional riders automatically terminate if you:

1)     

Terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving
income phase payments in lieu of payments under the rider;

 
2)     

Die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant if the
contract is a custodial IRA), unless your spouse elects to continue the contract (and your spouse is active for
purposes of the ING Joint LifePay rider); or

 
3)     

Change the owner of the contract (other than a spousal continuation by an active spouse).

Other circumstances that may cause a rider to terminate automatically are discussed below with each rider.

Active Status. Once the ING Joint LifePay rider has been issued, a spouse must remain in “active” status in order
to exercise rights and receive the benefits of the ING Joint LifePay rider after the first spouse’s death by electing
spousal continuation. In general, changes to the ownership, annuitant, and/or beneficiary designation requirements
noted above will result in one spouse being designated as “inactive.” Inactive spouses are not eligible to continue the
benefits of the ING Joint LifePay rider after the death of the other spouse. Once designated “inactive,” a spouse may
not regain active status under the ING Joint LifePay rider. Specific situations that will result in a spouse’s designation
as “inactive” include the following:

1)     

For nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that spouse
does not automatically become sole primary beneficiary pursuant to the terms of the contract), or the change
of one joint owner to a person other than an active spouse.

 
2)     

For nonqualified contracts where one spouse is the owner and the other spouse is the sole primary
beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who is not
also an active spouse, or any change of beneficiary (including the addition of primary beneficiaries).

 
3)     

In the event of the death of one spouse (in which case the deceased spouse becomes inactive).

An owner may also request that one spouse be treated as inactive. In the case of joint-owned contracts, both contract
owners must agree to such a request. An inactive spouse is not eligible to exercise any rights or receive any benefits
under the ING Joint LifePay rider. However, all charges for the ING Joint LifePay rider will continue to apply,
even if one spouse becomes inactive, regardless of the reason. You should make sure you understand the
impact of beneficiary and owner changes on the ING Joint LifePay rider prior to requesting any such changes.

A divorce will terminate the ability of an ex-spouse to continue the contract. See “Divorce” below.

Lifetime Guaranteed Withdrawal Status. This status begins on the date the ING Joint LifePay rider is issued (the
“effective date of the ING Joint LifePay rider”) and continues until the earliest of: not used in other sections

1)     

the income phase commencement date;

 
2)     

reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

 
3)     

reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal;

 
4)     

the surrender of the contract; or

 
5)     

the death of the owner (first owner, in the case of joint owners, or the annuitant, in the case of a custodial IRA),
unless your active spouse beneficiary elects to continue the contract.

 

PRO.70600-09                                                                L-9

For more information on the impact of a withdrawal reducing the contract value to zero on the Maximum Annual
Withdrawal, please see “Lifetime Automatic Periodic Benefit Status” below. As described below, certain features of
the ING Joint LifePay rider may differ depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING Joint LifePay Rider Works. The ING Joint LifePay rider has two phases. The first phase, called
the Growth Phase, begins on the effective date of the ING Joint LifePay rider and ends as of the business day before
the first withdrawal is taken (or when the income phase commencement date is reached). The second phase is called
the Withdrawal Phase. This phase begins as of the date you take the first withdrawal of any kind under the contract
(other than investment advisory fees, as described below), or the income phase commencement date, whichever occurs
first. During the accumulation phase of the contract, the ING Joint LifePay rider may be in either the Growth Phase or
the Withdrawal Phase. During the income phase of the contract, the rider may only be in the Withdrawal Phase. The
rider is initially in Lifetime Guaranteed Withdrawal Status. While in this status you may terminate the rider by electing
to enter the income phase and begin receiving income phase payments. However, if you have not elected to begin
receiving income phase payments, and the rider enters Lifetime Automatic Periodic Benefit Status because the contract
value has been reduced to zero, the rider and contract terminate (other than those provisions regarding the payment of
the Maximum Annual Withdrawal, as described below) and you can no longer elect to receive income phase payments.

Benefits paid under the ING Joint LifePay rider require the calculation of the Maximum Annual Withdrawal. The ING
Joint LifePay Base (referred to as the “MGWB Base” in the contract) is used to determine the Maximum Annual
Withdrawal and is calculated as follows:

1)        

If you purchased the ING Joint LifePay rider on the contract date, the initial ING Joint LifePay Base is equal to
the initial premium.

 
2)

If you purchased the ING Joint LifePay rider after the contract date, the initial ING Joint LifePay Base is equal to
the contract value on the effective date of the ING Joint LifePay rider.

 
3)

The initial ING Joint LifePay Base is increased dollar-for-dollar by any premiums received during the Growth
Phase (“eligible premiums”). The ING Joint LifePay Base is also increased to equal the contract value if the
contract value is greater then the current ING Joint LifePay Base, valued on each quarterly contract anniversary
after the effective date of the ING Joint LifePay rider during the Growth Phase. The ING Joint LifePay Base has
no additional impact on the calculation of income phase payments or withdrawal benefits.

Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of
determining the ING Joint LifePay Base or the Maximum Annual Withdrawal; however, we reserve the right to treat
such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during the
Withdrawal Phase do increase the contract value used to determine the reset Maximum Annual Withdrawal if you
choose to reset the ING Joint LifePay rider (see “ING Joint LifePay Reset Option,” below). We reserve the right to
discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined on the
date the Withdrawal Phase begins. It equals 5% of the greater of the contract value and the ING Joint LifePay Base, as
of the last day of the Growth Phase. The first withdrawal after the effective date of the ING Joint LifePay rider (which
causes the end of the Growth Phase) is treated as occurring on the first day of the Withdrawal Phase, immediately after
calculation of the Maximum Annual Withdrawal.

If the ING Joint LifePay rider is in the Growth Phase, and the income phase commencement date is reached, the ING
Joint LifePay rider will enter the Withdrawal Phase and income phase payments will begin. In lieu of the income phase
options under the Contract, you may elect a life only income phase option under which we will pay the greater of the
income phase payout under the Contract and equal annual payments of the Maximum Annual Withdrawal, provided
that, if both spouses are active, payments under the life only income phase option will be calculated using the joint life
expectancy table for both spouses. If only one spouse is active, payments will be calculated using the single life
expectancy table for the active spouse.

Withdrawals in a contract year that do not exceed the Maximum Withdrawal Amount do not reduce the Maximum
Withdrawal Amount. However, if withdrawals in any contract year exceed the Maximum Annual Withdrawal (an
“excess withdrawal”), the Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that the
Maximum Annual Withdrawal will be reduced by the same proportion as the excess withdrawal is of the contract
value determined after the deduction for the amount withdrawn up to the Maximum Annual Withdrawal but before the
deduction of the excess withdrawal.

PRO.70600-09                                                             L-10

When a withdrawal is made, the total withdrawals taken in a contract year are compared with the current Maximum
Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year to exceed the
current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of determining whether the
Maximum Annual Withdrawal has been exceeded, any applicable Market Value Adjustment or surrender charges will
not be considered. However, for purposes of determining the Maximum Annual Withdrawal reduction after an excess
withdrawal, any surrender charges and/or Market Value Adjustment are considered to be part of the withdrawal, and
will be included in the pro-rata adjustment to the Maximum Annual Withdrawal. See Illustration 1 and 2 below for
examples of this concept.

Required Minimum Distributions. Withdrawals taken from the contract to satisfy the Required Minimum
Distribution rules of the Tax Code are considered withdrawals for purposes of the rider, and will begin the Withdrawal
Phase if the Withdrawal Phase has not already started. Any such withdrawal which exceeds the Maximum Annual
Withdrawal for a specific contract year, will not be deemed excess withdrawals in that contract year for purposes of
the ING Joint LifePay rider, subject to the following:

1)        

If the contract owner’s Required Minimum Distribution for a calendar year (determined on a date on or before
January 31 of that year), applicable to the contract, is greater than the Maximum Annual Withdrawal on that
date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution
that exceeds the Maximum Annual Withdrawal.

 
2)

You may withdraw the Additional Withdrawal Amount from this contract without it being deemed an excess
withdrawal.

 
3)

Any withdrawals taken in a contract year will count first against the Maximum Annual Withdrawal for that
contract year.

 
4)

Once the Maximum Annual Withdrawal for the then current contract year has been taken, additional amounts
withdrawn in excess of the Maximum Annual Withdrawal will count against and reduce any Additional
Withdrawal Amount.

 
5)

Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the
Maximum Annual Withdrawal on a pro-rata basis, as described above.

 
6)

The Additional Withdrawal Amount is reset to zero at the end of each calendar year, and remains at zero until it
is reset in January of the following calendar year, even if, pursuant to the Tax Code, the contract owner may
take a Required Minimum Distribution for that calendar year after the end of the calendar year. The Additional
Withdrawal Amount, when recalculated, will not include your Required Minimum Distribution for a calendar
year, or any portion thereof, that may otherwise be taken after that calendar year’s end.

 
7)

If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but
enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be equal to
the amount in excess of the Maximum Annual Withdrawal Amount necessary to satisfy the Required Minimum
Distribution for that year (if any).

 
 

See Illustration 3, below.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the contract owner for the
payment of investment advisory fees to a named third party investment adviser for advice on management of the
contract’s values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals reduce the
ING Joint LifePay Base on a pro-rata basis, and during the Withdrawal Phase, these withdrawals are treated as any
other withdrawal.

Lifetime Automatic Periodic Benefit Status. If the contract value is reduced to zero by a withdrawal in excess of
the Maximum Annual Withdrawal, the contract and the ING Joint LifePay rider will terminate due to the pro-rata
reduction described in “Determination of the Maximum Annual Withdrawal,” above.

If the contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the ING Joint LifePay rider is in Lifetime Guaranteed Withdrawal Status, the ING Joint LifePay
rider will enter Lifetime Automatic Periodic Benefit Status and you are no longer entitled to make withdrawals.
Instead, under the rider you will begin to receive periodic payments in an annual amount equal to the Maximum
Annual Withdrawal.

PRO.70600-09                                                        L-11

When the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status:

1)        

the contract will provide no further benefits (including death benefits) other than as provided under the ING
Joint LifePay rider;

 
2)

no further premium payments will be accepted; and

 
3)

any other riders attached to the contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount equal to
the Maximum Annual Withdrawal. The time period for which we will make these payments will depend upon whether
one or two spouses are active under the ING Joint LifePay rider at the time this status begins. If both spouses are
active under the ING Joint LifePay rider, these payments will cease upon the death of the second spouse, at which time
both the ING Joint LifePay rider and the contract will terminate without further value. If only one spouse is active
under the ING Joint LifePay rider, the payments will cease upon the death of the active spouse, at which time both the
ING Joint LifePay rider and the contract will terminate without value.

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING Joint LifePay
rider enters Lifetime Automatic Periodic Benefit Status (including the withdrawal that results in the contract value
decreasing to zero), that difference will be paid immediately to the contract owner. The periodic payments will begin
on the last day of the first full contract year following the date the ING Joint LifePay rider enters Lifetime Automatic
Periodic Benefit Status and will continue to be paid annually thereafter.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic withdrawal,
either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn from your
contract and paid to you on a scheduled basis, either monthly, quarterly, or annually. If, at the time the ING Joint
LifePay rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the
contract more frequently than annually, the periodic payments will be made at the same frequency in equal amounts
such that the sum of the payments in each contract year will equal the annual Maximum Annual Withdrawal. Such
payments will be made on the same payment dates as previously set up, if the payments were being made monthly or
quarterly. If the payments were being made semi-annually or annually, the payments will be made at the end of the
half-contract year or contract year, as applicable.

ING Joint LifePay Reset Option. Beginning one year after the Withdrawal Phase begins, you may choose to reset
the Maximum Annual Withdrawal, if 5% of the contract value would be greater than your current Maximum Annual
Withdrawal. You must elect to reset by a request in a form satisfactory to us. On the date the request is received (the
“Reset Effective Date”), the Maximum Annual Withdrawal will increase to be equal to 5% of the contract value on the
Reset Effective Date. The reset option is only available when the ING Joint LifePay rider is in Lifetime Guaranteed
Withdrawal Status. We reserve the right to limit resets to the contract anniversary.

After exercising the reset option, you must wait one year before electing to reset again. We will not accept a request to
reset if the new Maximum Annual Withdrawal on the date the request is received would be less than your current
Maximum Annual Withdrawal.

If the reset option is exercised, the charge for the ING Joint LifePay rider will be equal to the charge then in effect for
a newly purchased rider but will not exceed the maximum annual charge of 1.50% . However, we guarantee that the
ING Joint LifePay rider charge will not increase for resets exercised within the first five contract years. See Illustration
4, below.

Investment Option Restrictions. In order to mitigate the insurance risk inherent in our guarantee to provide you
and your spouse with lifetime payments (subject to the terms and restrictions of the ING Joint LifePay rider, as
described in this supplement), we require that your contract value be allocated in accordance with certain limitations.
In general, to the extent that you choose not to invest in the Accepted Funds, we require that 20% of the amount not so
invested be invested in the Fixed Allocation Fund. We will require this allocation regardless of your investment
instructions to the contrary, as described further below.

PRO.70600-09                                                                     L-12


Accepted Funds. Currently, the Accepted Funds are:

·   

Fixed Account II

·   

Fixed Interest Division

·   

ING Liquid Assets Portfolio

·   

ING Solution Income Portfolio

·   

ING Solution 2015 Portfolio

·   

ING Solution 2025 Portfolio

·   

ING Solution 2035 Portfolio

·   

ING T. Rowe Price Capital Appreciation Portfolio.

If this rider was purchased before January 12, 2009, the following are additional Accepted Funds:

·   

ING Franklin Templeton Founding Strategy Portfolio; and

·   

ING WisdomTreeSM Global High-Yielding Equity Index Portfolio

No rebalancing is necessary if the contract value is allocated entirely to Accepted Funds. We may change these
designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract value
allocated to such portfolios after the date of the change.

Fixed Allocation Funds. Currently, the Fixed Allocation Funds are:

·   

ING American Funds Bond Portfolio

·   

ING BlackRock Inflation Protected Bond Portfolio

·   

ING Intermediate Bond Portfolio

·   

ING U.S. Bond Index Portfolio.

You may allocate your contract value to one or more Fixed Allocated Funds. We consider the ING Intermediate
Bond Portfolio to be the default Fixed Allocation Fund in connection with Fixed Allocation Funds Automatic
Rebalancing.

Other Funds. All portfolios available under the contract other than Accepted Funds or Fixed Allocation Funds are
considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is less than
20% of the total contract value allocated to the Fixed Allocation Funds and Other Funds on any ING Joint LifePay
Rebalancing Date, we will automatically rebalance the contract value allocated to the Fixed Allocation Funds and
Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds. Accepted Funds are excluded from
Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done on a pro-rata basis among the Other Funds
and will be the last transaction processed on that date. The ING Joint LifePay Rebalancing Dates occur on each
contract anniversary and after the following transactions:

1)        

receipt of additional premiums;

 
2)

transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically
directed by you; and

 
3)

withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the contract.
However, if the other automatic rebalancing under the contract causes the allocations to be out of compliance with the
investment option restrictions noted above, Fixed Allocation Funds Automatic Rebalancing will occur immediately
after the automatic rebalancing to restore the required allocations. See “Appendix J–Examples of Fixed Allocation
Funds Automatic Rebalancing.”

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into the Fixed
Allocation Fund even if you have not previously been invested in it. See “Appendix J–Examples of Fixed Allocation
Funds Automatic Rebalancing, Example I.” By electing to purchase the ING Joint LifePay rider, you are
providing the Company with direction and authorization to process these transactions, including reallocations
into the Fixed Allocation Fund. You should not purchase the ING Joint LifePay rider if you do not wish to have
your contract value reallocated in this manner.

PRO.70600-09                                                        L-13

Divorce. Generally, in the event of a divorce, the spouse who retains ownership of the contract will continue to be
entitled to all rights and benefits of the ING Joint LifePay rider, while the ex-spouse will no longer have any such
rights or be entitled to any such benefits. In the event of a divorce during Lifetime Guaranteed Withdrawal Status, the
ING Joint LifePay rider continues, and terminates upon the death of the owner (first owner in the case of joint owners,
or the annuitant in the case of a custodial IRA). Although spousal continuation may be available under the Tax Code
for a subsequent spouse, the ING Joint LifePay rider cannot be continued by the new spouse. As the result of the
divorce, we may be required to withdraw assets for the benefit of an ex-spouse. Any such withdrawal will be
considered a withdrawal for purposes of the Maximum Annual Withdrawal amount. In other words, if a withdrawal
incident to a divorce exceeds the Maximum Annual Withdrawal amount, it will be considered an excess withdrawal.
See “Determination of the Maximum Annual Withdrawal,” above. As noted, in the event of a divorce there is no
change to the Maximum Annual Withdrawal and we will continue to deduct charges for the ING Joint LifePay rider.

In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change to the periodic
payments made. Payments will continue until both spouses are deceased.

Death of Owner. The death of the owner (in the case of joint owners, the first owner, or for custodial IRAs, the
annuitant) during Lifetime Guaranteed Withdrawal Status may cause the termination of the ING Joint LifePay rider
and its charges, depending upon whether one or both spouses are in active status at the time of death, as described
below.

1)        

If both spouses are in active status: If the surviving spouse elects to continue the contract and becomes the
owner and annuitant, the ING Joint LifePay rider will remain in effect pursuant to its original terms and ING
Joint LifePay coverage and charges will continue. As of the date the contract is continued, the Maximum
Annual Withdrawal will be set to the greater of the existing Maximum Annual Withdrawal or 5% of the
contract value on the date the contract is continued. Such a reset will not count as an exercise of the ING Joint
LifePay Reset Option, and rider charges will not increase.

 
 

If the surviving spouse elects not to continue the contract, ING Joint LifePay rider coverage and charges will
cease upon the earlier of payment of the death benefit or notice that an alternative distribution option has been
chosen.

 
2)

If the surviving spouse is in inactive status: The ING Joint LifePay rider terminates and ING Joint LifePay
coverage and charges cease upon proof of death.

Change of Owner or Annuitant. Other than as a result of spousal continuation, you may not change the
annuitant. The ING Joint LifePay rider and rider charges will terminate upon change of owner, including adding an
additional owner, except for the following ownership changes:

1)        

spousal continuation by an active spouse, as described above;

 
2)

change of owner from one custodian to another custodian for the benefit of the same individual;

 
3)

change of owner from a custodian for the benefit of an individual to the same individual (in order to avoid the
owner’s spouse from being designated inactive, the owner’s spouse must be named sole beneficiary under the
contract);

 
4)

change of owner from an individual to a custodian for the benefit of the same individual;

 
5)

collateral assignments;

 
6)

for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner is the
original owner’s spouse and is active when added as joint owner;

 
7)

for nonqualified contracts, removal of a joint owner, provided the removed joint owner is active and becomes
the primary contract beneficiary; and

 
8)

for nonqualified contracts, change of owner where the owner becomes the sole primary beneficiary and the
sole primary beneficiary becomes the owner if both were active spouses at the time of the change.

Surrender Charges. If you elect the ING Joint LifePay rider, your withdrawals will be subject to surrender
charges if they exceed the free withdrawal amount. However, once your contract value is zero, the periodic payments
under the ING Joint LifePay rider are not subject to surrender charges, nor will these amounts be subject to any other
charges under the contract.

PRO.70600-09                                                          L-14

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay and the
ING Joint LifePay riders, see “Federal Tax Considerations–Tax Consequences of Living Benefits and Death Benefits.”

ING LifePay and ING Joint LifePay Partial Withdrawal Amount Examples

The following are examples of adjustments to the Maximum Annual Withdrawal amount for withdrawals in
excess of the Maximum Annual Withdrawal:

Illustration 1: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal, including surrender and/or MVA charges.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $500 of surrender and/or MVA charges. The
Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $300 of surrender and/or MVA charges. The
Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum
Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $200 of surrender and/or MVA charges.
Because total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, then there is an
adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the contract year are $7,000 ($3,000 + $500 + $1,500 + $300 + $1,500 + $200). The
adjustment is the lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual
Withdrawal ($7,000 – $5,000 = $2,000), and the amount of the current gross withdrawal ($1,500 + $200 = $1,700).

If the contract value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by 3.40%
($1,700 / $50,000) to $4,830 ((1 – 3.40%) * $5,000)

Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender and/or MVA charges. The
Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender and/or MVA charges. The
Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum
Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender and/or MVA charges. Because
total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an adjustment to the
Maximum Annual Withdrawal.

Total gross withdrawals during the contract year are $6,000 ($3,000 + $1,500 + $1,500). The adjustment is the lesser
of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal, $1,000,
and the amount of the current gross withdrawal, $1,500.

If the contract value after the part of the gross withdrawal that was within the Maximum Annual Withdrawal, $500, is
$49,500, then the Maximum Annual Withdrawal is reduced by 2.02% ($1,000 / $49,500) to $4,899 ((1 – 2.02%) *
$5,000)

PRO.70600-09                                                               L-15

Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the
Additional Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. On January 31, the Required Minimum Distribution for the
current calendar year applicable to this contract is determined to be $6,000. The Additional Withdrawal Amount is set
equal to the excess of this amount above the Maximum Annual Withdrawal, $1,000 ($6,000 – $5,000).

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender and/or MVA charges. The
Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender and/or MVA charges. The
Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum
Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender and/or MVA charges. Total net
withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, however, the Maximum Annual
Withdrawal is not adjusted until the Additional Withdrawal Amount is exhausted. The amount by which total net
withdrawals taken exceed the Maximum Annual Withdrawal, $1,000 ($6,000 – $5,000), is the same as the Additional
Withdrawal Amount, so no adjustment to the Maximum Annual Withdrawal is made. If total net withdrawals taken
had exceeded the sum of the Maximum Annual Withdrawal and the Additional Withdrawal Amount, then an
adjustment would be made to the Maximum Annual Withdrawal.

Illustration 4: The Reset Option is utilized.

Assume the Maximum Annual Withdrawal is $5,000.

One year after the first withdrawal is taken, the contract value has increased to $120,000, and the Reset Option is
utilized. The Maximum Annual Withdrawal is now $6,000 ($120,000 * 5%).

One year after the Reset Option was first utilized, the contract value has increased further to $130,000. The Reset
Option is utilized again, and the Maximum Annual Withdrawal is now $6,500 ($130,000 * 5%).

PRO.70600-09                                                   L-16




                                                                      

ING USA Annuity and Life Insurance Company
ING USA Annuity and Life Insurance Company is a stock company domiciled in Iowa.
          

                                                                       PART B

Statement of Additional Information
 
 
RETIREMENT SOLUTIONS — ING ROLLOVER CHOICESM
 
 
 
DEFERRED COMBINATION VARIABLE
AND FIXED ANNUITY CONTRACT
 
 
ISSUED BY
SEPARATE ACCOUNT B
 
 
OF
ING USA ANNUITY AND LIFE INSURANCE COMPANY
 
This Statement of Additional Information is not a prospectus. The information contained herein should be
read in conjunction with the Prospectus for the ING USA Annuity and Life Insurance Company Deferred
Variable Annuity Contract, which is referred to herein. The Prospectus sets forth information that a
prospective investor ought to know before investing. For a copy of the Prospectus, send a written request to
ING USA Annuity and Life Insurance Company, Customer Service Center, P.O. Box 9271, Des Moines, IA
50306-9271 or telephone 1-800-366-0066.
 
 
 
DATE OF PROSPECTUS
AND
STATEMENT OF ADDITIONAL INFORMATION:
 
May 1, 2009

    Table of Contents    
 
                   Item       Page
 
                     Introduction            1
                     Description of ING USA Annuity and Life Insurance Company        1
                     Separate Account B            1
                     Safekeeping of Assets            1
                     Independent Registered Public Accounting Firm        1
                     Distribution of Contracts            1
                     Published Ratings            2
                     Accumulation Unit Value            2
                     IRA Partial Withdrawal Option            3
                     Other Information            3
                     Financial Statements of Separate Account B        4
                     Financial Statements of ING USA Annuity and Life Insurance Company        4
 
 
 
 
SAI.70600-09            i    

                                                               Introduction

This Statement of Additional Information provides background information regarding Separate Account B.

                      Description of ING USA Annuity and Life Insurance Company

ING USA Annuity and Life Insurance Company (“ING USA”) is an Iowa stock life insurance company,
which was originally incorporated in Minnesota on January 2, 1973. ING USA is a wholly owned subsidiary
of Lion Connecticut Holdings Inc. (“Lion Connecticut”), which in turn is a wholly owned subsidiary of ING
Groep N.V. (“ING”), a global financial services holding company based in The Netherlands. ING USA is
authorized to sell insurance and annuities in all states, except New York, and the District of Columbia. ING
USA is authorized to sell insurance and annuities in all states, except New York, and the District of
Columbia. ING USA’s consolidated financial statements appear in the Statement of Additional Information.

As of December 31, 2008, ING USA had approximately $787.1 million in stockholder’s equity and
approximately $69,733.3 billion in total assets, including approximately $34,090.8 billion of separate
account assets. ING USA is authorized to do business in all jurisdictions except New York. ING USA offers
variable insurance products. ReliaStar Life Insurance Company of New York (“RLNY”), an affiliate of ING
USA, is licensed to do variable annuity business in the state of New York.

                                                        Separate Account B

Separate Account B is a separate account established by the Company for the purpose of funding variable
annuity contracts issued by the Company. The separate account is registered with the Securities and
Exchange Commission (“SEC”) as a unit investment trust under the Investment Company Act of 1940, as
amended. Purchase payments to accounts under the contract may be allocated to one or more of the
subaccounts. Each subaccount invests in the shares of only one of the funds offered under the contracts. We
may make additions to, deletions from or substitutions of available investment options as permitted by law
and subject to the conditions of the contract. The availability of the funds is subject to applicable regulatory
authorization. Not all funds are available in all jurisdictions or under all contracts.

                                                       Safekeeping of Assets

ING USA acts as its own custodian for Separate Account B.

                              Independent Registered Public Accounting Firm

Ernst & Young LLP, 55 Ivan Allen Jr. Boulevard, Suite 1000, Atlanta, GA 30308, an Independent
Registered Public Accounting Firm, performs annual audits of ING USA Annuity and Life Insurance
Company and Separate Account B.

                                                 Distribution of Contracts


The offering of contracts under the prospectus associated with this Statement of Additional Information is
continuous. Directed Services LLC, an affiliate of ING USA, acts as the principal underwriter (as defined in
the Securities Act of 1933 and the Investment Company Act of 1940, as amended) of the variable insurance
products (the “variable insurance products”) issued by ING USA. The contracts are distributed through
registered representatives of other broker-dealers who have entered into selling agreements with Directed
Services LLC. For the years ended 2008, 2007 and 2006 commissions paid by ING USA, including amounts
paid by its affiliated Company, RLNY, to Directed Services LLC aggregated $622,486,274, $568,432,009
and $429,206,095, respectively. All commissions received by the distributor were passed through to the
broker-dealers who sold the contracts. Directed Services LLC is located at 1475 Dunwoody Drive, West
Chester, Pennsylvania 19380-1478.

SAI.70600-09                                                          1


Under a management services agreement, last amended in 1995, ING USA provides to Directed Services
LLC certain of its personnel to perform management, administrative and clerical services and the use of
certain facilities. ING USA charges Directed Services LLC for such expenses and all other general and
administrative costs, first on the basis of direct charges when identifiable, and the remainder allocated based
on the estimated amount of time spent by ING USA’s employees on behalf of Directed Services LLC. In the
opinion of management, this method of cost allocation is reasonable. This fee, calculated as a percentage of
average assets in the variable separate accounts, was $139,224,091, $109,907,841and $70,763,649 for the
years ended 2008, 2007 and 2006, respectively.

                                                      Published Ratings

From time to time, the rating of ING USA as an insurance company by A.M. Best may be referred to in
advertisements or in reports to contract owners. Each year the A.M. Best Company reviews the financial
status of thousands of insurers, culminating in the assignment of Best’s Ratings. These ratings reflect their
current opinion of the relative financial strength and operating performance of an insurance company in
comparison to the norms of the life/health insurance industry. Best’s ratings range from A+ + to F. An A++
and A+ ratings mean, in the opinion of A.M. Best, that the insurer has demonstrated the strongest ability to
meet its respective policyholder and other contractual obligations.

                                                    Accumulation Unit Value

The calculation of the Accumulation Unit Value (“AUV”) is discussed in the prospectus for the Contracts
under Condensed Financial Information. Note that in your Contract, accumulation unit value is referred to as
the Index of Investment Experience. The following illustrations show a calculation of a new AUV and the
purchase of Units (using hypothetical examples). Note that the examples below are calculated for a Contract
issued with the death benefit option with the highest mortality and expense risk charge. The mortality and
expense risk charge associated with other death benefit options are lower than that used in the examples and
would result in higher AUV’s or contract values.

Illustration of Calculation of AUV
           Example 1.
 
            1. AUV, beginning of period $10.00
            2. Value of securities, beginning of period $10.00
            3. Change in value of securities $0.10
            4. Gross investment return (3) divided by (2) 0.01
            5. Less daily mortality and expense charge 0.00004280
            6. Less asset based administrative charge 0.00000411
            7. Net investment return (4) minus (5) minus (6) 0.009953092
            8. Net investment factor (1.000000) plus (7) 1.009953092
            9. AUV, end of period (1) multiplied by (8) $10.09953092

Illustration of Purchase of Units (Assuming no state premium tax)
           Example 2.
 
           1. Initial premium payment $1,000
           2. AUV on effective date of purchase (see Example 1) $10.00
           3. Number of units purchased (1) divided by (2) 100
           4. AUV for valuation date following purchase (see Example 1) $10.09953092
           5.       Contract Value in account for valuation date following  
  purchase (3) multiplied by (4) $1,009.95



SAI.70600-09                                                                           2

                                              IRA Partial Withdrawal Option

If the contract owner has an IRA contract and will attain age 70½ in the current calendar year, distributions
will be made in accordance with the requirements of Federal tax law. This option is available to assure that
the required minimum distributions from qualified plans under the Internal Revenue Code (the “Code”) are
made. Under the Code, distributions must begin no later than April 1st of the calendar year following the
calendar year in which the contract owner attains age 70½. If the required minimum distribution is not
withdrawn, there may be a penalty tax in an amount equal to 50% of the difference between the amount
required to be withdrawn and the amount actually withdrawn. Even if the IRA Partial Withdrawal Option is
not elected, distributions must nonetheless be made in accordance with the requirements of Federal tax law.

ING USA notifies the contract owner of these regulations with a letter mailed in the calendar year in which
the contract owner reaches age 70½ which explains the IRA Partial Withdrawal Option and supplies an
election form. If electing this option, the owner specifies whether the withdrawal amount will be based on a
life expectancy calculated on a single life basis (contract owner’s life only) or, if the contract owner is
married, on a joint life basis (contract owner’s and spouse’s lives combined). The contract owner selects the
payment mode on a monthly, quarterly or annual basis. If the payment mode selected on the election form is
more frequent than annually, the payments in the first calendar year in which the option is in effect will be
based on the amount of payment modes remaining when ING USA receives the completed election form.
ING USA calculates the IRA Partial Withdrawal amount each year based on the minimum distribution rules.
We do this by dividing the contract value by the life expectancy. In the first year withdrawals begin; we use
the contract value as of the date of the first payment. Thereafter, we use the contract value on December 31st
of each year. The life expectancy is recalculated each year. Certain minimum distribution rules govern
payouts if the designated beneficiary is other than the contract owner’s spouse and the beneficiary is more
than ten years younger than the contract owner.

                                                        Other Information

Registration statements have been filed with the SEC under the Securities Act of 1933, as amended, with
respect to the contracts discussed in this Statement of Additional Information. Not all of the information set
forth in the registration statements, amendments and exhibits thereto has been included in this Statement of
Additional Information. Statements contained in this Statement of Additional Information concerning the
content of the contracts and other legal instruments are intended to be summaries. For a complete statement
of the terms of these documents, reference should be made to the instruments filed with the SEC.


December 31, 2008 Statutory Capital and Surplus of ING USA Annuity and Life Insurance Company

The Company’s primary regulator, the State of Iowa Insurance Division (the “Division”), recognizes as
capital and surplus those amounts determined in conformity with statutory accounting practices prescribed or
permitted by the Division. Statutory capital and surplus of the Company was $1,872.7 million and $2,552.6
million as of December 31, 2008 and 2007 respectively. As permitted by statutory accounting practices,
statutory surplus as of December 31, 2008 includes the impact of a $835.0 million capital contribution
received by the Company from its immediate parent company, Lion Connecticut Holdings Inc. on 
February 24, 2009. In addition, as approved by the Division, statutory surplus as of December 31, 2008 
reflects the acceptance as of December 31, 2008 of a $883.0 million receivable from ING America Insurance
Holdings, Inc. (“ING AIH”) payable to Security Life of Denver International Limited (“SLDI”) into the
reinsurance trust established by SLDI for the benefit of the Company. SLDI is the reinsurer of certain
reserves associated with variable annuity contracts underwritten by the Company. The reinsurance trust
receivable was funded by a portion of a cash capital contribution of $1,216.0 million made by ING AIH to
SLDI on April 22, 2009. ING AIH is the indirect parent company of the Company and the immediate parent
company of SLDI, and SLDI is an affiliate of the Company.

SAI.70600-09                                                              3

                                     Financial Statements of Separate Account B


The audited financial statements of Separate Account B are listed below and are included in this Statement of
Additional Information:

Report of Independent Registered Public Accounting Firm
Audited Financial Statements of Separate Account B of ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities as of December 31, 2008
Statements of Operations for the year ended December 31, 2008
Statements of Changes in Net Assets for the years ended December 31, 2008 and 2007
Notes to Financial Statements

                Financial Statements of ING USA Annuity and Life Insurance Company

The audited financial statements of ING USA Annuity and Life Insurance Company are listed below and are
included in this Statement of Additional Information:

Report of Independent Registered Public Accounting Firm
Audited Financial Statements of ING USA Annuity and Life Insurance Company
Statements of Operations for the years ended December 31, 2008, 2007 and 2006
Balance Sheets as of December 31, 2008 and 2007
Statements of Changes in Shareholder’s Equity for the years ended December 31, 2008, 2007
and 2006
Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006
Notes to Financial Statements

SAI.70600-09                                                           4

ingusasepactbgaob08finalhtml.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

FINANCIAL STATEMENTS
ING USA Annuity and Life Insurance Company
Separate Account B
Year ended December 31, 2008
with Report of Independent Registered Public Accounting Firm






                                                         S-1

                                               This page intentionally left blank.

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Financial Statements
Year ended December 31, 2008
 
 
 
Contents
 
Report of Independent Registered Public Accounting Firm   1
 
Audited Financial Statements    
 
Statements of Assets and Liabilities   4
Statements of Operations   40
Statements of Changes in Net Assets   82
Notes to Financial Statements   134

                                               This page intentionally left blank.

 

Report of Independent Registered Public Accounting Firm
 
 
 
The Board of Directors and Participants    
ING USA Annuity and Life Insurance Company    
 
 
We have audited the accompanying statements of assets and liabilities of the Divisions constituting ING
USA Annuity and Life Insurance Company Separate Account B (the “Account”) as of December 31,
2008, and the related statements of operations and changes in net assets for the periods disclosed in the
financial statements. These financial statements are the responsibility of the Account’s management. Our
responsibility is to express an opinion on these financial statements based on our audits. The Account is
comprised of the following Divisions:    
 
AIM Variable Insurance Funds:   ING Investors Trust (continued):
   AIM V.I. Leisure Fund - Series I Shares      ING Focus 5 Portfolio - Service Class
BlackRock Variable Series Funds, Inc.:      ING Franklin Income Portfolio - Service Class
   BlackRock Global Allocation V.I. Fund - Class III      ING Franklin Income Portfolio - Service 2 Class
Columbia Funds Variable Insurance Trust:      ING Franklin Mutual Shares Portfolio - Service Class
   Columbia Asset Allocation Fund, Variable Series - Class A      ING Franklin Templeton Founding Strategy Portfolio - Service
   Columbia Federal Securities Fund, Variable Series - Class A            Class
   Columbia Large Cap Growth Fund, Variable Series - Class A      ING Global Real Estate Portfolio - Service Class
   Columbia Small Cap Value Fund, Variable Series - Class B      ING Global Real Estate Portfolio - Service 2 Class
   Columbia Small Company Growth Fund, Variable Series -      ING Global Resources Portfolio - Service Class
         Class A      ING Global Resources Portfolio - Service 2 Class
Fidelity® Variable Insurance Products:      ING Global Technology Portfolio - Service Class
   Fidelity® VIP Equity-Income Portfolio - Service Class 2      ING Global Technology Portfolio - Service 2 Class
Fidelity® Variable Insurance Products II:      ING International Growth Opportunities Portfolio - Service Class
   Fidelity® VIP Contrafund® Portfolio - Service Class 2      ING International Growth Opportunities Portfolio - Service 2
Franklin Templeton Variable Insurance Products Trust:            Class
   Franklin Small Cap Value Securities Fund - Class 2      ING Janus Contrarian Portfolio - Service Class
ING GET Fund:      ING Janus Contrarian Portfolio - Service 2 Class
   ING GET Fund - Series U      ING JPMorgan Emerging Markets Equity Portfolio - Adviser
   ING GET Fund - Series V            Class
ING Investors Trust:      ING JPMorgan Emerging Markets Equity Portfolio - Service
   ING AllianceBernstein Mid Cap Growth Portfolio - Service Class            Class
   ING AllianceBernstein Mid Cap Growth Portfolio - Service 2      ING JPMorgan Small Cap Core Equity Portfolio - Service Class
         Class      ING JPMorgan Small Cap Core Equity Portfolio - Service 2
   ING American Funds Asset Allocation Portfolio            Class
   ING American Funds Bond Portfolio      ING JPMorgan Value Opportunities Portfolio - Service Class
   ING American Funds Growth Portfolio      ING JPMorgan Value Opportunities Portfolio - Service 2 Class
   ING American Funds Growth-Income Portfolio      ING Julius Baer Foreign Portfolio - Service Class
   ING American Funds International Portfolio      ING Julius Baer Foreign Portfolio - Service 2 Class
   ING American Funds World Allocation Portfolio - Service Class      ING Legg Mason Value Portfolio - Service Class
   ING BlackRock Large Cap Growth Portfolio - Institutional Class      ING Legg Mason Value Portfolio - Service 2 Class
   ING BlackRock Large Cap Growth Portfolio - Service Class      ING LifeStyle Aggressive Growth Portfolio - Service Class
   ING BlackRock Large Cap Value Portfolio - Service Class      ING LifeStyle Aggressive Growth Portfolio - Service 2 Class
   ING BlackRock Large Cap Value Portfolio - Service 2 Class      ING LifeStyle Conservative Portfolio - Service Class
   ING Capital Guardian U.S. Equities Portfolio - Service Class      ING LifeStyle Growth Portfolio - Service Class
   ING Capital Guardian U.S. Equities Portfolio - Service 2 Class      ING LifeStyle Growth Portfolio - Service 2 Class
   ING EquitiesPlus Portfolio - Service Class      ING LifeStyle Moderate Growth Portfolio - Service Class
   ING EquitiesPlus Portfolio - Service 2 Class      ING LifeStyle Moderate Growth Portfolio - Service 2 Class
   ING Evergreen Health Sciences Portfolio - Service Class      ING LifeStyle Moderate Portfolio - Service Class
   ING Evergreen Omega Portfolio - Service Class      ING LifeStyle Moderate Portfolio - Service 2 Class
   ING Evergreen Omega Portfolio - Service 2 Class      ING Limited Maturity Bond Portfolio - Service Class
   ING FMRSM Diversified Mid Cap Portfolio - Service Class      ING Liquid Assets Portfolio - Service Class
   ING FMRSM Diversified Mid Cap Portfolio - Service 2 Class      ING Liquid Assets Portfolio - Service 2 Class

ING Investors Trust (continued):   ING Partners, Inc. (continued):
   ING Lord Abbett Affiliated Portfolio - Service Class      ING Davis New York Venture Portfolio - Service Class
   ING Lord Abbett Affiliated Portfolio - Service 2 Class      ING JPMorgan International Portfolio - Service Class
   ING Marsico Growth Portfolio - Service Class      ING JPMorgan Mid Cap Value Portfolio - Service Class
   ING Marsico Growth Portfolio - Service 2 Class      ING Legg Mason Partners Aggressive Growth Portfolio - Service
   ING Marsico International Opportunities Portfolio - Service            Class
         Class      ING Neuberger Berman Partners Portfolio - Service Class
   ING MFS Total Return Portfolio - Service Class      ING Neuberger Berman Regency Portfolio - Service Class
   ING MFS Total Return Portfolio - Service 2 Class      ING OpCap Balanced Value Portfolio - Service Class
   ING MFS Utilities Portfolio - Service Class      ING Oppenheimer Global Portfolio - Initial Class
   ING Mid Cap Growth Portfolio - Service Class      ING Oppenheimer Global Portfolio - Service Class
   ING Mid Cap Growth Portfolio - Service Class 2      ING Oppenheimer Strategic Income Portfolio - Service Class
   ING Multi-Manager International Small Cap Portfolio - Class S      ING PIMCO Total Return Portfolio - Service Class
   ING Oppenheimer Active Asset Allocation Portfolio - Service      ING Solution 2015 Portfolio - Service Class
         Class      ING Solution 2025 Portfolio - Service Class
   ING Oppenheimer Main Street Portfolio® - Service Class      ING Solution 2035 Portfolio - Service Class
   ING Oppenheimer Main Street Portfolio® - Service 2 Class      ING Solution 2045 Portfolio - Service Class
   ING PIMCO Core Bond Portfolio - Service Class      ING Solution Income Portfolio - Service Class
   ING PIMCO Core Bond Portfolio - Service 2 Class      ING T. Rowe Price Diversified Mid Cap Growth Portfolio -
   ING PIMCO High Yield Portfolio - Service Class            Service Class
   ING Pioneer Fund Portfolio - Service Class      ING T. Rowe Price Growth Equity Portfolio - Service Class
   ING Pioneer Mid Cap Value Portfolio - Service Class      ING Templeton Foreign Equity Portfolio - Service Class
   ING T. Rowe Price Capital Appreciation Portfolio - Service Class      ING Thornburg Value Portfolio - Initial Class
   ING T. Rowe Price Capital Appreciation Portfolio - Service 2      ING Thornburg Value Portfolio - Service Class
         Class      ING UBS U.S. Large Cap Equity Portfolio - Service Class
   ING T. Rowe Price Equity Income Portfolio - Service Class      ING UBS U.S. Small Cap Growth Portfolio - Service Class
   ING T. Rowe Price Equity Income Portfolio - Service 2 Class      ING Van Kampen Comstock Portfolio - Service Class
   ING Templeton Global Growth Portfolio - Service Class      ING Van Kampen Equity and Income Portfolio - Initial Class
   ING Templeton Global Growth Portfolio - Service 2 Class      ING Van Kampen Equity and Income Portfolio - Service Class
   ING UBS U.S. Allocation Portfolio - Service Class   ING Strategic Allocation Portfolios, Inc.:
   ING UBS U.S. Allocation Portfolio - Service 2 Class      ING VP Strategic Allocation Conservative Portfolio - Class S
   ING Van Kampen Capital Growth Portfolio - Service Class      ING VP Strategic Allocation Growth Portfolio - Class S
   ING Van Kampen Capital Growth Portfolio - Service 2 Class      ING VP Strategic Allocation Moderate Portfolio - Class S
   ING Van Kampen Global Franchise Portfolio - Service Class   ING Variable Funds:
   ING Van Kampen Global Franchise Portfolio - Service 2 Class      ING VP Growth and Income Portfolio - Class I
   ING Van Kampen Global Tactical Asset Allocation Portfolio -      ING VP Growth and Income Portfolio - Class S
         Service Class   ING Variable Insurance Trust:
   ING Van Kampen Growth and Income Portfolio - Service Class      ING GET U.S. Core Portfolio - Series 1
   ING Van Kampen Growth and Income Portfolio - Service 2 Class      ING GET U.S. Core Portfolio - Series 2
   ING Van Kampen Large Cap Growth Portfolio - Service Class      ING GET U.S. Core Portfolio - Series 3
   ING Van Kampen Real Estate Portfolio - Service Class      ING GET U.S. Core Portfolio - Series 4
   ING Van Kampen Real Estate Portfolio - Service 2 Class      ING GET U.S. Core Portfolio - Series 5
   ING VP Index Plus International Equity Portfolio - Service Class      ING GET U.S. Core Portfolio - Series 6
   ING VP Index Plus International Equity Portfolio - Service 2      ING GET U.S. Core Portfolio - Series 7
         Class      ING GET U.S. Core Portfolio - Series 8
   ING Wells Fargo Disciplined Value Portfolio - Service Class      ING GET U.S. Core Portfolio - Series 9
   ING Wells Fargo Disciplined Value Portfolio - Service 2 Class      ING GET U.S. Core Portfolio - Series 10
   ING Wells Fargo Small Cap Disciplined Portfolio - Service Class      ING GET U.S. Core Portfolio - Series 11
   ING Wells Fargo Small Cap Disciplined Portfolio - Service 2      ING GET U.S. Core Portfolio - Series 12
         Class      ING GET U.S. Core Portfolio - Series 13
ING Mutual Funds:      ING GET U.S. Core Portfolio - Series 14
   ING Diversified International Fund - Class R      ING VP Global Equity Dividend Portfolio
ING Partners, Inc.:   ING Variable Portfolios, Inc.:
   ING American Century Large Company Value Portfolio - Service      ING BlackRock Global Science and Technology Portfolio -
         Class            Class S
   ING American Century Small-Mid Cap Value Portfolio - Service      ING Global Equity Option Portfolio - Class S
         Class      ING International Index Portfolio - Class S
   ING Baron Small Cap Growth Portfolio - Service Class      ING Lehman Brothers U.S. Aggregate Bond Index® Portfolio -
   ING Columbia Small Cap Value II Portfolio - Service Class            Class S
       ING Opportunistic Large Cap Growth Portfolio - Class S

ING Variable Portfolios, Inc. (continued):   Legg Mason Partners Variable Income Trust:
   ING Opportunistic Large Cap Value Portfolio - Class S      Legg Mason Partners Variable High Income Portfolio
   ING Russell™ Global Large Cap Index 85% Portfolio - Class S      Legg Mason Partners Variable Money Market Portfolio
   ING Russell™ Large Cap Index Portfolio - Class S   Oppenheimer Variable Account Funds:
   ING Russell™ Mid Cap Index Portfolio - Class S      Oppenheimer Main Street Small Cap Fund®/VA - Service Class
   ING Russell™ Small Cap Index Portfolio - Class S   PIMCO Variable Insurance Trust:
   ING VP Index Plus LargeCap Portfolio - Class S      PIMCO Real Return Portfolio - Administrative Class
   ING VP Index Plus MidCap Portfolio - Class S   Pioneer Variable Contracts Trust:
   ING VP Index Plus SmallCap Portfolio - Class S      Pioneer Equity Income VCT Portfolio - Class II
   ING VP Small Company Portfolio - Class S      Pioneer Small Cap Value VCT Portfolio - Class II
   ING WisdomTreeSM Global High-Yielding Equity Index Portfolio   ProFunds:
         - Class S      ProFund VP Bull
ING Variable Products Trust:      ProFund VP Europe 30
   ING VP Financial Services Portfolio - Class S      ProFund VP Rising Rates Opportunity
   ING VP International Value Portfolio - Class S      ProFund VP Small-Cap
   ING VP MidCap Opportunities Portfolio - Class S   Wells Fargo Funds Trust:
   ING VP Real Estate Portfolio - Class S      Wells Fargo Advantage Asset Allocation Fund
   ING VP SmallCap Opportunities Portfolio - Class S      Wells Fargo Advantage C&B Large Cap Value Fund
ING VP Balanced Portfolio, Inc.:      Wells Fargo Advantage Equity Income Fund
   ING VP Balanced Portfolio - Class S      Wells Fargo Advantage Large Company Growth Fund
ING VP Intermediate Bond Portfolio:      Wells Fargo Advantage Money Market Fund
   ING VP Intermediate Bond Portfolio - Class S      Wells Fargo Advantage Small Cap Growth Fund
Legg Mason Partners Variable Equity Trust:      Wells Fargo Advantage Total Return Bond Fund
   Legg Mason Partners Variable International All Cap Opportunity    
         Portfolio    
   Legg Mason Partners Variable Investors Portfolio    

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. We were not engaged
to perform an audit of the Account’s internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Account’s internal control over financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. Our procedures included
confirmation of securities owned as of December 31, 2008, by correspondence with the transfer agents.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of each of the respective Divisions constituting ING USA Annuity and Life Insurance
Company Separate Account B at December 31, 2008, the results of their operations and changes in their
net assets for the periods disclosed in the financial statements, in conformity with U.S. generally accepted
accounting principles.
 
 
                                                                                                                         /s/ Ernst & Young LLP
Atlanta, Georgia
March 12, 2009

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

                Columbia    
        BlackRock   Columbia Asset   Federal   Columbia Large
    AIM V.I.   Global   Allocation   Securities Fund,   Cap Growth
    Leisure Fund -   Allocation V.I.   Fund, Variable   Variable Series -   Fund, Variable
    Series I Shares   Fund - Class III   Series - Class A   Class A   Series - Class A
Assets                    
Investments in mutual funds                    
at fair value   $ 17,867   $ 397,837   $ 262   $ 27   $ 258
Total assets   17,867   397,837   262   27   258
 
Liabilities                    
Payable to related parties   5   37   -   -   -
Total liabilities   5   37   -   -   -
Net assets   $ 17,862   $ 397,800   $ 262   $ 27   $ 258
 
Net assets                    
Accumulation units   $ 17,862   $ 397,800   $ 262   $ 27   $ 258
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 17,862   $ 397,800   $ 262   $ 27   $ 258
 
Total number of mutual fund shares   3,559,207   35,206,853   28,059   2,518   13,836
 
Cost of mutual fund shares   $ 35,031   $ 452,091   $ 389   $ 26   $ 333
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        4            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

Columbia Small
    Columbia Small   Company   Fidelity® VIP   Fidelity® VIP   Franklin Small
    Cap Value   Growth Fund,   Equity-Income   Contrafund®   Cap Value
    Fund, Variable   Variable Series -   Portfolio -   Portfolio -   Securities Fund
    Series - Class B   Class A   Service Class 2   Service Class 2   - Class 2
Assets                    
Investments in mutual funds                    
at fair value   $ 141,775   $ 51   $ 167,089   $ 656,597   $ 7,246
Total assets   141,775   51   167,089   656,597   7,246
 
Liabilities                    
Payable to related parties   36   -   33   99   -
Total liabilities   36   -   33   99   -
Net assets   $ 141,739   $ 51   $ 167,056   $ 656,498   $ 7,246
 
Net assets                    
Accumulation units   $ 141,739   $ 51   $ 167,056   $ 656,498   $ 7,246
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 141,739   $ 51   $ 167,056   $ 656,498   $ 7,246
 
Total number of mutual fund shares   12,535,361   6,719   12,853,032   43,368,381   686,863
 
Cost of mutual fund shares   $ 216,013   $ 66   $ 311,897   $ 1,226,782   $ 11,668
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
               5            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING   ING            
    AllianceBernstein   AllianceBernstein   ING American        
    Mid Cap Growth   Mid Cap Growth   Funds Asset   ING American   ING American
    Portfolio - Service   Portfolio - Service 2   Allocation   Funds Bond   Funds Growth
    Class   Class   Portfolio   Portfolio   Portfolio
Assets                        
Investments in mutual funds                        
at fair value   $ 191,643   $ 8,866   $ 148,381   $ 252,197   $ 1,544,528
Total assets   191,643       8,866   148,381   252,197   1,544,528
 
Liabilities                        
Payable to related parties   56       2   12   29   263
Total liabilities   56       2   12   29   263
Net assets   $ 191,587   $ 8,864   $ 148,369   $ 252,168   $ 1,544,265
 
Net assets                        
Accumulation units   $ 191,587   $ 8,864   $ 148,369   $ 252,168   $ 1,544,265
Contracts in payout (annuitization)   -       -   -   -   -
Total net assets   $ 191,587   $ 8,864   $ 148,369   $ 252,168   $ 1,544,265
 
Total number of mutual fund shares   25,932,725       1,216,167   20,438,182   27,959,716   42,362,263
 
Cost of mutual fund shares   $ 390,719   $ 18,715   $ 171,306   $ 267,854   $ 2,299,761
 
 
 
 
                         The accompanying notes are an integral part of these financial statements.    
 
        6                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

                    ING BlackRock    
                ING American   Large Cap    ING BlackRock
    ING American   ING American   Funds World   Growth   Large Cap
    Funds Growth-   Funds   Allocation   Portfolio -   Growth
    Income   International   Portfolio -   Institutional   Portfolio -
    Portfolio   Portfolio   Service Class   Class   Service Class
Assets                        
Investments in mutual funds                        
at fair value   $ 1,075,062   $ 953,930   $ 13,128   $ 131   $ 94,366
Total assets   1,075,062       953,930   13,128   131   94,366
 
Liabilities                        
Payable to related parties   177       154   -   -   21
Total liabilities   177       154   -   -   21
Net assets   $ 1,074,885   $ 953,776   $ 13,128   $ 131   $ 94,345
 
Net assets                        
Accumulation units   $ 1,074,885   $ 953,776   $ 13,128   $ 131   $ 94,345
Contracts in payout (annuitization)   -       -   -   -   -
Total net assets   $ 1,074,885   $ 953,776   $ 13,128   $ 131   $ 94,345
 
Total number of mutual fund shares   41,316,750   68,186,539   1,636,916   19,575   14,190,396
 
Cost of mutual fund shares   $ 1,552,114   $ 1,361,274   $ 12,742   $ 238   $ 149,116
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
             7                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING BlackRock   ING BlackRock   ING Evergreen        
    Large Cap   Large Cap   Health Sciences   ING Evergreen   ING Evergreen
    Value Portfolio -   Value Portfolio -   Portfolio -   Omega Portfolio   Omega Portfolio
    Service Class   Service 2 Class   Service Class   - Service Class   - Service 2 Class
Assets                    
Investments in mutual funds                    
at fair value   $ 27,603   $ 2,212   $ 164,780   $ 8,918   $ 802
Total assets   27,603   2,212   164,780   8,918   802
 
Liabilities                    
Payable to related parties   6   -   31   2   -
Total liabilities   6   -   31   2   -
Net assets   $ 27,597   $ 2,212   $ 164,749   $ 8,916   $ 802
 
Net assets                    
Accumulation units   $ 27,597   $ 2,212   $ 164,749   $ 8,916   $ 802
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 27,597   $ 2,212   $ 164,749   $ 8,916   $ 802
 
Total number of mutual fund shares   3,217,176   259,368   19,227,502   1,095,624   99,001
 
Cost of mutual fund shares   $ 42,852   $ 3,260   $ 214,146   $ 10,000   $ 1,071
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
               8            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING FMRSM   ING FMRSM       ING Franklin   ING Franklin
    Diversified Mid   Diversified Mid   ING Focus 5   Income   Income
Cap Portfolio - Cap Portfolio - Portfolio - Portfolio - Portfolio -
    Service Class   Service 2 Class   Service Class   Service Class   Service 2 Class
Assets                        
Investments in mutual funds                        
at fair value   $ 581,232   $ 25,392   $ 130,766   $ 288,460   $ 5,853
Total assets   581,232       25,392   130,766   288,460   5,853
 
Liabilities                        
Payable to related parties   150       5   17   43   1
Total liabilities   150       5   17   43   1
Net assets   $ 581,082   $ 25,387   $ 130,749   $ 288,417   $ 5,852
 
Net assets                        
Accumulation units   $ 581,080   $ 25,387   $ 130,749   $ 288,417   $ 5,852
Contracts in payout (annuitization)   2       -   -   -   -
Total net assets   $ 581,082   $ 25,387   $ 130,749   $ 288,417   $ 5,852
 
Total number of mutual fund shares   67,980,331       2,980,326   22,623,896   37,855,580   770,147
 
Cost of mutual fund shares   $ 934,808   $ 39,662   $ 209,076   $ 410,062   $ 8,382
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        9                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

ING Franklin
Templeton
    ING Franklin   Founding   ING Global   ING Global   ING Global
    Mutual Shares   Strategy   Real Estate   Real Estate   Resources
    Portfolio -      Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service Class   Service Class   Service 2 Class   Service Class
Assets                        
Investments in mutual funds                        
at fair value   $ 146,335   $ 684,111   $ 118,568   $ 1,695   $ 547,111
Total assets   146,335       684,111   118,568   1,695   547,111
 
Liabilities                        
Payable to related parties   21       92   18   -   110
Total liabilities   21       92   18   -   110
Net assets   $ 146,314   $ 684,019   $ 118,550   $ 1,695   $ 547,001
 
Net assets                        
Accumulation units   $ 146,314   $ 684,019   $ 118,550   $ 1,695   $ 546,991
Contracts in payout (annuitization)   -       -   -   -   10
Total net assets   $ 146,314   $ 684,019   $ 118,550   $ 1,695   $ 547,001
 
Total number of mutual fund shares   25,538,378   109,809,214   16,723,226   238,374   41,988,603
 
Cost of mutual fund shares   $ 229,599   $ 1,000,196   $ 203,771   $ 3,057   $ 958,311
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           10                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

        ING   ING        
        International   International        
    ING Global   Growth   Growth   ING Janus   ING Janus
    Resources   Opportunities   Opportunities   Contrarian   Contrarian
    Portfolio -      Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service 2 Class   Service Class   Service 2 Class   Service Class   Service 2 Class
Assets                        
Investments in mutual funds                        
at fair value   $ 22,535   $ 53,186   $ 4,452   $ 408,064   $ 18,748
Total assets   22,535       53,186   4,452   408,064   18,748
 
Liabilities                        
Payable to related parties   4       17   1   91   3
Total liabilities   4       17   1   91   3
Net assets   $ 22,531   $ 53,169   $ 4,451   $ 407,973   $ 18,745
 
Net assets                        
Accumulation units   $ 22,531   $ 53,169   $ 4,451   $ 407,973   $ 18,745
Contracts in payout (annuitization)   -       -   -   -   -
Total net assets   $ 22,531   $ 53,169   $ 4,451   $ 407,973   $ 18,745
 
Total number of mutual fund shares   1,742,850   15,461,059   1,305,707   52,248,908   2,419,144
 
Cost of mutual fund shares   $ 37,073   $ 128,110   $ 10,656   $ 823,854   $ 38,613
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           11                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING JPMorgan   ING JPMorgan           ING JPMorgan
    Emerging   Emerging   ING JPMorgan ING JPMorgan     Value
    Markets Equity   Markets Equity   Small Cap Core   Small Cap Core   Opportunities
    Portfolio -   Portfolio -   Equity Portfolio   Equity Portfolio   Portfolio -
    Adviser Class   Service Class   - Service Class   - Service 2 Class   Service Class
Assets                    
Investments in mutual funds                    
at fair value   $ 20,690   $ 414,955   $ 126,347   $ 30,014   $ 18,228
Total assets   20,690   414,955   126,347   30,014   18,228
 
Liabilities                    
Payable to related parties   4   87   24   6   4
Total liabilities   4   87   24   6   4
Net assets   $ 20,686   $ 414,868   $ 126,323   $ 30,008   $ 18,224
 
Net assets                    
Accumulation units   $ 20,686   $ 414,864   $ 126,323   $ 30,008   $ 18,224
Contracts in payout (annuitization)   -   4   -   -   -
Total net assets   $ 20,686   $ 414,868   $ 126,323   $ 30,008   $ 18,224
 
Total number of mutual fund shares   1,735,715   34,550,801   15,041,315   3,603,076   3,048,082
 
Cost of mutual fund shares   $ 28,189   $ 675,995   $ 199,229   $ 44,772   $ 35,729
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           12            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING JPMorgan                
    Value   ING Julius Baer   ING Julius Baer   ING Legg   ING Legg
    Opportunities   Foreign   Foreign   Mason Value   Mason Value
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service 2 Class   Service Class   Service 2 Class   Service Class   Service 2 Class
Assets                    
Investments in mutual funds                    
at fair value   $ 690   $ 499,354   $ 38,962   $ 127,083   $ 9,710
Total assets   690   499,354   38,962   127,083   9,710
 
Liabilities                    
Payable to related parties   -   85   7   31   2
Total liabilities   -   85   7   31   2
Net assets   $ 690   $ 499,269   $ 38,955   $ 127,052   $ 9,708
 
Net assets                    
Accumulation units   $ 690   $ 499,269   $ 38,955   $ 127,052   $ 9,708
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 690   $ 499,269   $ 38,955   $ 127,052   $ 9,708
 
Total number of mutual fund shares   115,779   53,521,293   4,198,462   37,487,584   2,889,930
 
Cost of mutual fund shares   $ 1,338   $ 813,474   $ 57,978   $ 305,057   $ 24,124
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
             13            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING LifeStyle   ING LifeStyle            
    Aggressive   Aggressive   ING LifeStyle   ING LifeStyle   ING LifeStyle
    Growth   Growth   Conservative   Growth   Growth
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service 2 Class   Service Class   Service Class   Service 2 Class
Assets                        
Investments in mutual funds                        
at fair value   $ 750,871   $ 2,765   $ 127,851   $ 2,923,992   $ 9,574
Total assets   750,871       2,765   127,851   2,923,992   9,574
 
Liabilities                        
Payable to related parties   219       1   17   -   1
Total liabilities   219       1   17   -   1
Net assets   $ 750,652   $ 2,764   $ 127,834   $ 2,923,992   $ 9,573
 
Net assets                        
Accumulation units   $ 750,652   $ 2,764   $ 127,834   $ 2,923,992   $ 9,573
Contracts in payout (annuitization)   -       -   -   -   -
Total net assets   $ 750,652   $ 2,764   $ 127,834   $ 2,923,992   $ 9,573
 
Total number of mutual fund shares   104,578,098       386,188   16,001,356   367,797,780   1,208,876
 
Cost of mutual fund shares   $ 1,272,870   $ 4,891   $ 127,152   $ 4,448,082   $ 15,183
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           14                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING LifeStyle   ING LifeStyle            
    Moderate   Moderate   ING LifeStyle   ING LifeStyle   ING Limited
    Growth          Growth   Moderate   Moderate   Maturity Bond
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service 2 Class   Service Class   Service 2 Class   Service Class
Assets                        
Investments in mutual funds                        
at fair value   $ 2,433,113   $ 11,155   $ 1,401,602   $ 11,315   $ 130,428
Total assets   2,433,113       11,155   1,401,602   11,315   130,428
 
Liabilities                        
Payable to related parties   383       2   196   1   33
Total liabilities   383       2   196   1   33
Net assets   $ 2,432,730   $ 11,153   $ 1,401,406   $ 11,314   $ 130,395
 
Net assets                        
Accumulation units   $ 2,432,730   $ 11,153   $ 1,401,406   $ 11,314   $ 130,373
Contracts in payout (annuitization)   -       -   -   -   22
Total net assets   $ 2,432,730   $ 11,153   $ 1,401,406   $ 11,314   $ 130,395
 
Total number of mutual fund shares   293,854,212   1,352,111   159,092,175   1,290,229   12,650,647
 
Cost of mutual fund shares   $ 3,422,092   $ 16,955   $ 1,834,135   $ 15,393   $ 142,307
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           15                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

            ING Lord   ING Lord    
            Abbett   Abbett   ING Marsico
    ING Liquid   ING Liquid   Affiliated   Affiliated   Growth
    Assets Portfolio   Assets Portfolio   Portfolio -   Portfolio -   Portfolio -
    - Service Class   - Service 2 Class   Service Class   Service 2 Class   Service Class
Assets                    
Investments in mutual funds                    
at fair value   $ 2,331,770   $ 56,293   $ 58,626   $ 1,892   $ 397,566
Total assets   2,331,770   56,293   58,626   1,892   397,566
 
Liabilities                    
Payable to related parties   303   5   15   -   130
Total liabilities   303   5   15   -   130
Net assets   $ 2,331,467   $ 56,288   $ 58,611   $ 1,892   $ 397,436
 
Net assets                    
Accumulation units   $ 2,331,467   $ 56,288   $ 58,611   $ 1,892   $ 397,436
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 2,331,467   $ 56,288   $ 58,611   $ 1,892   $ 397,436
 
Total number of mutual fund shares   2,331,770,068   56,293,045   8,923,320   289,236   35,370,596
 
Cost of mutual fund shares   $ 2,331,770   $ 56,293   $ 94,075   $ 3,199   $ 434,733
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
             16            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

ING Marsico
    ING Marsico   International           ING MFS
    Growth   Opportunities   ING MFS Total   ING MFS Total   Utilities
    Portfolio -      Portfolio -   Return Portfolio   Return Portfolio   Portfolio -
    Service 2 Class   Service Class   - Service Class   - Service 2 Class   Service Class
Assets                        
Investments in mutual funds                        
at fair value   $ 14,279   $ 160,219   $ 740,915   $ 32,710   $ 347,900
Total assets   14,279       160,219   740,915   32,710   347,900
 
Liabilities                        
Payable to related parties   2       28   176   5   75
Total liabilities   2       28   176   5   75
Net assets   $ 14,277   $ 160,191   $ 740,739   $ 32,705   $ 347,825
 
Net assets                        
Accumulation units   $ 14,277   $ 160,191   $ 740,739   $ 32,705   $ 347,825
Contracts in payout (annuitization)   -       -   -   -   -
Total net assets   $ 14,277   $ 160,191   $ 740,739   $ 32,705   $ 347,825
 
Total number of mutual fund shares   1,279,490   20,916,286   62,261,736   2,767,331   36,582,516
 
Cost of mutual fund shares   $ 18,532   $ 302,269   $ 1,015,353   $ 48,009   $ 560,492
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           17                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING Multi-   ING            
    Manager   Oppenheimer   ING   ING    
    International   Active Asset   Oppenheimer   Oppenheimer   ING PIMCO
    Small Cap      Allocation   Main Street   Main Street   Core Bond
    Portfolio -      Portfolio -   Portfolio® -   Portfolio® -   Portfolio -
    Class S   Service Class   Service Class   Service 2 Class   Service Class
Assets                        
Investments in mutual funds                        
at fair value   $ 2,636   $ 3,471   $ 195,531   $ 2,633   $ 2,112,545
Total assets   2,636       3,471   195,531   2,633   2,112,545
 
Liabilities                        
Payable to related parties   -       -   67   -   271
Total liabilities   -       -   67   -   271
Net assets   $ 2,636   $ 3,471   $ 195,464   $ 2,633   $ 2,112,274
 
Net assets                        
Accumulation units   $ 2,636   $ 3,471   $ 195,464   $ 2,633   $ 2,112,274
Contracts in payout (annuitization)   -       -   -   -   -
Total net assets   $ 2,636   $ 3,471   $ 195,464   $ 2,633   $ 2,112,274
 
Total number of mutual fund shares   488,139       453,703   16,066,633   217,034   184,019,598
 
Cost of mutual fund shares   $ 3,488   $ 3,446   $ 220,579   $ 3,609   $ 2,088,745
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           18                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

                  ING T. Rowe
    ING PIMCO   ING PIMCO       ING Pioneer   Price Capital
    Core Bond   High Yield   ING Pioneer   Mid Cap Value   Appreciation
    Portfolio -      Portfolio -   Fund Portfolio -   Portfolio -   Portfolio -
    Service 2 Class   Service Class   Service Class   Service Class   Service Class
Assets                        
Investments in mutual funds                        
at fair value   $ 61,411   $ 326,779   $ 45,737   $ 494,320   $ 1,962,421
Total assets   61,411       326,779   45,737   494,320   1,962,421
 
Liabilities                        
Payable to related parties   8       615   10   121   389
Total liabilities   8       615   10   121   389
Net assets   $ 61,403   $ 326,164   $ 45,727   $ 494,199   $ 1,962,032
 
Net assets                        
Accumulation units   $ 61,403   $ 326,164   $ 45,727   $ 494,144   $ 1,961,754
Contracts in payout (annuitization)   -       -   -   55   278
Total net assets   $ 61,403   $ 326,164   $ 45,727   $ 494,199   $ 1,962,032
 
Total number of mutual fund shares   5,377,476   46,549,675   5,767,647   65,213,679   127,264,661
 
Cost of mutual fund shares   $ 59,574   $ 466,050   $ 65,975   $ 709,751   $ 2,720,517
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           19                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING T. Rowe   ING T. Rowe   ING T. Rowe        
    Price Capital   Price Equity   Price Equity   ING Templeton   ING Templeton
    Appreciation   Income   Income   Global Growth  Global Growth  
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service 2 Class   Service Class   Service 2 Class   Service Class   Service 2 Class
Assets                        
Investments in mutual funds                        
at fair value   $ 69,540   $ 554,084   $ 20,164   $ 234,492   $ 3,739
Total assets   69,540       554,084   20,164   234,492   3,739
 
Liabilities                        
Payable to related parties   11       124   4   52   1
Total liabilities   11       124   4   52   1
Net assets   $ 69,529   $ 553,960   $ 20,160   $ 234,440   $ 3,738
 
Net assets                        
Accumulation units   $ 69,529   $ 553,806   $ 20,160   $ 234,416   $ 3,738
Contracts in payout (annuitization)   -       154   -   24   -
Total net assets   $ 69,529   $ 553,960   $ 20,160   $ 234,440   $ 3,738
 
Total number of mutual fund shares   4,527,326   65,494,546   2,394,822   28,492,347   457,051
 
Cost of mutual fund shares   $ 106,701   $ 787,707   $ 31,363   $ 321,900   $ 5,919
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           20                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

                    ING Van
    ING Van   ING Van   ING Van   ING Van   Kampen Global
    Kampen Capital   Kampen Capital   Kampen Global   Kampen Global   Tactical Asset
    Growth   Growth   Franchise   Franchise   Allocation
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service 2 Class   Service Class   Service 2 Class   Service Class
Assets                    
Investments in mutual funds                    
at fair value   $ 110,864   $ 12   $ 215,689   $ 53,291   $ 2,725
Total assets   110,864   12   215,689   53,291   2,725
 
Liabilities                    
Payable to related parties   27   -   42   10   -
Total liabilities   27   -   42   10   -
Net assets   $ 110,837   $ 12   $ 215,647   $ 53,281   $ 2,725
 
Net assets                    
Accumulation units   $ 110,837   $ 12   $ 215,647   $ 53,281   $ 2,725
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 110,837   $ 12   $ 215,647   $ 53,281   $ 2,725
 
Total number of mutual fund shares   16,137,472   1,741   19,806,196   4,920,724   316,548
 
Cost of mutual fund shares   $ 205,491   $ 15   $ 287,632   $ 63,852   $ 2,624
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
             21            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING Van   ING Van            
    Kampen   Kampen           ING VP Index
    Growth and   Growth and   ING Van   ING Van   Plus
    Income   Income   Kampen Real   Kampen Real   International
    Portfolio -   Portfolio -   Estate Portfolio   Estate Portfolio   Equity Portfolio
    Service Class   Service 2 Class   - Service Class   - Service 2 Class   - Service Class
Assets                        
Investments in mutual funds                        
at fair value   $ 429,071   $ 44,670   $ 270,914   $ 15,859   $ 17,252
Total assets   429,071       44,670   270,914   15,859   17,252
 
Liabilities                        
Payable to related parties   115       8   76   3   3
Total liabilities   115       8   76   3   3
Net assets   $ 428,956   $ 44,662   $ 270,838   $ 15,856   $ 17,249
 
Net assets                        
Accumulation units   $ 428,924   $ 44,662   $ 270,821   $ 15,856   $ 17,249
Contracts in payout (annuitization)   32       -   17   -   -
Total net assets   $ 428,956   $ 44,662   $ 270,838   $ 15,856   $ 17,249
 
Total number of mutual fund shares   27,173,600   2,839,811   19,241,032   1,131,972   3,349,952
 
Cost of mutual fund shares   $ 610,351   $ 68,444   $ 560,502   $ 31,494   $ 37,521
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           22                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING VP Index   ING Wells   ING Wells       ING American
    Plus   Fargo Small   Fargo Small       Century Large
    International   Cap Disciplined   Cap Disciplined   ING Diversified   Company Value
    Equity Portfolio   Portfolio -   Portfolio -   International   Portfolio -
    - Service 2 Class   Service Class   Service 2 Class   Fund - Class R   Service Class
Assets                    
Investments in mutual funds                    
at fair value   $ 284   $ 6,595   $ 369   $ 182   $ 385
Total assets   284   6,595   369   182   385
 
Liabilities                    
Payable to related parties   -   1   -   -   -
Total liabilities   -   1   -   -   -
Net assets   $ 284   $ 6,594   $ 369   $ 182   $ 385
 
Net assets                    
Accumulation units   $ 284   $ 6,594   $ 369   $ 182   $ 385
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 284   $ 6,594   $ 369   $ 182   $ 385
 
Total number of mutual fund shares   54,696   1,053,515   59,152   28,368   82,371
 
Cost of mutual fund shares   $ 622   $ 11,413   $ 642   $ 342   $ 810
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           23            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING American   ING Baron   ING Columbia        
    Century Small-   Small Cap   Small Cap   ING Davis New   ING JPMorgan
    Mid Cap Value   Growth   Value II   York Venture   Mid Cap Value
    Portfolio -      Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service Class   Service Class   Service Class   Service Class
Assets                        
Investments in mutual funds                        
at fair value   $ 404   $ 177,288   $ 136,108   $ 185,923   $ 35,669
Total assets   404       177,288   136,108   185,923   35,669
 
Liabilities                        
Payable to related parties   -       -   18   23   5
Total liabilities   -       -   18   23   5
Net assets   $ 404   $ 177,288   $ 136,090   $ 185,900   $ 35,664
 
Net assets                        
Accumulation units   $ 404   $ 177,288   $ 136,090   $ 185,900   $ 35,664
Contracts in payout (annuitization)   -       -   -   -   -
Total net assets   $ 404   $ 177,288   $ 136,090   $ 185,900   $ 35,664
 
Total number of mutual fund shares   55,047   16,000,735   19,957,196   15,264,590   3,839,496
 
Cost of mutual fund shares   $ 641   $ 281,371   $ 195,563   $ 281,561   $ 45,748
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           24                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING Legg             ING
    Mason Partners   ING Neuberger           Oppenheimer
    Aggressive   Berman   ING   ING   Strategic
    Growth   Partners   Oppenheimer   Oppenheimer   Income
    Portfolio -   Portfolio -   Global Portfolio   Global Portfolio   Portfolio -
    Service Class   Service Class   - Initial Class   - Service Class   Service Class
Assets                        
Investments in mutual funds                        
at fair value   $ 79,378   $ 58,346   $ 6,612   $ 105,350   $ 8,886
Total assets   79,378       58,346   6,612   105,350   8,886
 
Liabilities                        
Payable to related parties   19       19   1   17   -
Total liabilities   19       19   1   17   -
Net assets   $ 79,359   $ 58,327   $ 6,611   $ 105,333   $ 8,886
 
Net assets                        
Accumulation units   $ 79,359   $ 58,327   $ 6,611   $ 105,333   $ 8,886
Contracts in payout (annuitization)   -       -   -   -   -
Total net assets   $ 79,359   $ 58,327   $ 6,611   $ 105,333   $ 8,886
 
Total number of mutual fund shares   2,750,435   10,647,032   728,197   11,930,871   991,734
 
Cost of mutual fund shares   $ 112,422   $ 115,465   $ 9,228   $ 179,251   $ 10,975
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           25                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING PIMCO                
    Total Return   ING Solution   ING Solution   ING Solution   ING Solution
    Portfolio -   2015 Portfolio -   2025 Portfolio -   2035 Portfolio -   2045 Portfolio -
    Service Class   Service Class   Service Class   Service Class   Service Class
Assets                    
Investments in mutual funds                    
at fair value   $ 8,589   $ 11,249   $ 9,139   $ 7,955   $ 1,225
Total assets   8,589   11,249   9,139   7,955   1,225
 
Liabilities                    
Payable to related parties   -   -   1   1   -
Total liabilities   -   -   1   1   -
Net assets   $ 8,589   $ 11,249   $ 9,138   $ 7,954   $ 1,225
 
Net assets                    
Accumulation units   $ 8,589   $ 11,249   $ 9,138   $ 7,954   $ 1,225
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 8,589   $ 11,249   $ 9,138   $ 7,954   $ 1,225
 
Total number of mutual fund shares   780,154   1,290,024   1,121,333   991,921   154,234
 
Cost of mutual fund shares   $ 8,908   $ 15,098   $ 12,833   $ 12,570   $ 1,946
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        26            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

ING T. Rowe
Price Diversified
    ING Solution   Mid Cap   ING T. Rowe   ING Templeton    
    Income   Growth   Price Growth   Foreign Equity ING Thornburg  
    Portfolio -   Portfolio -   Equity Portfolio   Portfolio -   Value Portfolio -
    Service Class   Service Class   - Service Class   Service Class   Initial Class
Assets                    
Investments in mutual funds                    
at fair value   $ 5,469   $ 3,090   $ 30,429   $ 159,752   $ 1,193
Total assets   5,469   3,090   30,429   159,752   1,193
 
Liabilities                    
Payable to related parties   -   -   4   26   -
Total liabilities   -   -   4   26   -
Net assets   $ 5,469   $ 3,090   $ 30,425   $ 159,726   $ 1,193
 
Net assets                    
Accumulation units   $ 5,469   $ 3,090   $ 30,425   $ 159,726   $ 1,193
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 5,469   $ 3,090   $ 30,425   $ 159,726   $ 1,193
 
Total number of mutual fund shares   583,619   682,146   937,726   20,324,649   58,549
 
Cost of mutual fund shares   $ 6,493   $ 5,538   $ 48,903   $ 257,360   $ 1,488
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
             27            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

            ING Van   ING Van   ING Van
        ING UBS U.S.   Kampen   Kampen Equity   Kampen Equity
    ING Thornburg   Large Cap   Comstock   and Income   and Income
    Value Portfolio -   Equity Portfolio   Portfolio -   Portfolio -   Portfolio -
    Service Class   - Service Class   Service Class   Initial Class   Service Class
Assets                    
Investments in mutual funds                    
at fair value   $ 4,949   $ 6,145   $ 135,227   $ 2,103   $ 169,926
Total assets   4,949   6,145   135,227   2,103   169,926
 
Liabilities                    
Payable to related parties   1   -   23   27   -
Total liabilities   1   -   23   27   -
Net assets   $ 4,948   $ 6,145   $ 135,204   $ 2,076   $ 169,926
 
Net assets                    
Accumulation units   $ 4,948   $ 6,145   $ 135,204   $ 2,076   $ 169,926
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 4,948   $ 6,145   $ 135,204   $ 2,076   $ 169,926
 
Total number of mutual fund shares   244,276   999,143   18,992,555   81,671   6,642,926
 
Cost of mutual fund shares   $ 7,916   $ 10,243   $ 219,628   $ 2,711   $ 230,621
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           28            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING VP   ING VP   ING VP        
    Strategic   Strategic   Strategic        
    Allocation   Allocation   Allocation   ING VP Growth   ING VP Growth
    Conservative   Growth   Moderate   and Income   and Income
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Class S   Class S   Class S   Class I   Class S
Assets                    
Investments in mutual funds                    
at fair value   $ 1,170   $ 512   $ 573   $ 90   $ 274,784
Total assets   1,170   512   573   90   274,784
 
Liabilities                    
Payable to related parties   -   -   -   -   78
Total liabilities   -   -   -   -   78
Net assets   $ 1,170   $ 512   $ 573   $ 90   $ 274,706
 
Net assets                    
Accumulation units   $ 1,170   $ 512   $ 573   $ 90   $ 274,706
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 1,170   $ 512   $ 573   $ 90   $ 274,706
 
Total number of mutual fund shares   129,188   56,957   63,215   5,937   18,318,929
 
Cost of mutual fund shares   $ 1,653   $ 866   $ 891   $ 146   $ 386,392
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           29            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING GET U.S.   ING GET U.S.   ING GET U.S.   ING GET U.S.   ING GET U.S.
    Core Portfolio -   Core Portfolio -   Core Portfolio -   Core Portfolio -   Core Portfolio -
    Series 3   Series 4   Series 5   Series 6   Series 7
Assets                    
Investments in mutual funds                    
at fair value   $ 38,792   $ 26,987   $ 16,934   $ 18,710   $ 11,950
Total assets   38,792   26,987   16,934   18,710   11,950
 
Liabilities                    
Payable to related parties   8   7   3   2   2
Total liabilities   8   7   3   2   2
Net assets   $ 38,784   $ 26,980   $ 16,931   $ 18,708   $ 11,948
 
Net assets                    
Accumulation units   $ 38,784   $ 26,980   $ 16,931   $ 18,708   $ 11,948
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 38,784   $ 26,980   $ 16,931   $ 18,708   $ 11,948
 
Total number of mutual fund shares   4,087,708   3,208,924   2,143,484   2,295,703   1,491,866
 
Cost of mutual fund shares   $ 40,825   $ 31,607   $ 20,761   $ 22,421   $ 14,384
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        30            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING GET U.S.   ING GET U.S.   ING GET U.S.   ING GET U.S.   ING GET U.S.
    Core Portfolio -   Core Portfolio -   Core Portfolio -   Core Portfolio -   Core Portfolio -
    Series 8   Series 9   Series 10   Series 11   Series 12
Assets                    
Investments in mutual funds                    
at fair value   $ 7,401   $ 6,081   $ 5,125   $ 7,709   $ 2,781
Total assets   7,401   6,081   5,125   7,709   2,781
 
Liabilities                    
Payable to related parties   2   1   -   1   -
Total liabilities   2   1   -   1   -
Net assets   $ 7,399   $ 6,080   $ 5,125   $ 7,708   $ 2,781
 
Net assets                    
Accumulation units   $ 7,399   $ 6,080   $ 5,125   $ 7,708   $ 2,781
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 7,399   $ 6,080   $ 5,125   $ 7,708   $ 2,781
 
Total number of mutual fund shares   928,640   766,854   615,950   936,687   348,111
 
Cost of mutual fund shares   $ 9,018   $ 7,375   $ 6,021   $ 8,951   $ 3,341
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        31            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

            ING BlackRock        
            Global Science   ING Global   ING
    ING GET U.S.   ING GET U.S.   and Technology   Equity Option   International
    Core Portfolio -   Core Portfolio -   Portfolio -   Portfolio -   Index Portfolio -
    Series 13   Series 14   Class S   Class S   Class S
Assets                    
Investments in mutual funds                    
at fair value   $ 23,087   $ 76,244   $ 87,442   $ 2,044   $ 6,041
Total assets   23,087   76,244   87,442   2,044   6,041
 
Liabilities                    
Payable to related parties   2   17   16   -   -
Total liabilities   2   17   16   -   -
Net assets   $ 23,085   $ 76,227   $ 87,426   $ 2,044   $ 6,041
 
Net assets                    
Accumulation units   $ 23,085   $ 76,227   $ 87,426   $ 2,044   $ 6,041
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 23,085   $ 76,227   $ 87,426   $ 2,044   $ 6,041
 
Total number of mutual fund shares   2,308,724   7,289,098   26,905,299   262,443   942,381
 
Cost of mutual fund shares   $ 23,391   $ 74,267   $ 130,292   $ 1,952   $ 7,141
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           32            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING Lehman   ING            
    Brothers U.S.   Opportunistic   ING   ING Russell™    
    Aggregate Bond   Large Cap   Opportunistic   Global Large   ING Russell™
    Index®   Growth   Large Cap   Cap Index 85%   Large Cap
    Portfolio -   Portfolio -   Value Portfolio -   Portfolio -   Index Portfolio -
    Class S   Class S   Class S   Class S   Class S
Assets                        
Investments in mutual funds                        
at fair value   $ 177,282   $ 350   $ 11,566   $ 2,725   $ 22,904
Total assets   177,282       350   11,566   2,725   22,904
 
Liabilities                        
Payable to related parties   21       -   3   -   1
Total liabilities   21       -   3   -   1
Net assets   $ 177,261   $ 350   $ 11,563   $ 2,725   $ 22,903
 
Net assets                        
Accumulation units   $ 177,261   $ 350   $ 11,563   $ 2,725   $ 22,903
Contracts in payout (annuitization)   -       -   -   -   -
Total net assets   $ 177,261   $ 350   $ 11,563   $ 2,725   $ 22,903
 
Total number of mutual fund shares   17,552,717       50,810   1,347,978   336,847   3,181,054
 
Cost of mutual fund shares   $ 172,776   $ 581   $ 18,367   $ 2,564   $ 25,238
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           33                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    ING Russell™   ING Russell™   ING VP Index   ING VP Index   ING VP Index
    Mid Cap Index   Small Cap   Plus LargeCap   Plus MidCap   Plus SmallCap
    Portfolio -   Index Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Class S   Class S   Class S   Class S   Class S
Assets                    
Investments in mutual funds                    
at fair value   $ 22,651   $ 70,540   $ 174,412   $ 115,666   $ 88,628
Total assets   22,651   70,540   174,412   115,666   88,628
 
Liabilities                    
Payable to related parties   2   13   39   22   16
Total liabilities   2   13   39   22   16
Net assets   $ 22,649   $ 70,527   $ 174,373   $ 115,644   $ 88,612
 
Net assets                    
Accumulation units   $ 22,649   $ 70,527   $ 174,373   $ 115,644   $ 88,612
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 22,649   $ 70,527   $ 174,373   $ 115,644   $ 88,612
 
Total number of mutual fund shares   3,421,654   9,125,446   16,867,719   11,778,617   9,519,665
 
Cost of mutual fund shares   $ 28,406   $ 93,570   $ 282,438   $ 208,435   $ 154,740
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
             34            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

ING
        WisdomTreeSM       ING VP   ING VP
    ING VP Small   Global High-   ING VP   MidCap   SmallCap
    Company   Yielding Equity   International   Opportunities   Opportunities
    Portfolio -   Index Portfolio -   Value Portfolio -   Portfolio -   Portfolio -
    Class S   Class S   Class S   Class S   Class S
Assets                    
Investments in mutual funds                    
at fair value   $ 43,484   $ 145,068   $ 8,897   $ 223,432   $ 51,605
Total assets   43,484   145,068   8,897   223,432   51,605
 
Liabilities                    
Payable to related parties   5   17   1   80   14
Total liabilities   5   17   1   80   14
Net assets   $ 43,479   $ 145,051   $ 8,896   $ 223,352   $ 51,591
 
Net assets                    
Accumulation units   $ 43,479   $ 145,051   $ 8,896   $ 223,346   $ 51,591
Contracts in payout (annuitization)   -   -   -   6   -
Total net assets   $ 43,479   $ 145,051   $ 8,896   $ 223,352   $ 51,591
 
Total number of mutual fund shares   3,755,111   24,258,900   1,283,798   35,521,838   4,282,567
 
Cost of mutual fund shares   $ 54,411   $ 213,926   $ 17,054   $ 341,998   $ 70,828
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        35            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

            Legg Mason        
            Partners        
            Variable   Legg Mason   Legg Mason
    ING VP   ING VP   International   Partners   Partners
    Balanced   Intermediate   All Cap   Variable   Variable High
    Portfolio -   Bond Portfolio -   Opportunity   Investors   Income
    Class S   Class S   Portfolio   Portfolio   Portfolio
Assets                    
Investments in mutual funds                    
at fair value   $ 6,400   $ 1,122,464   $ 39   $ 73   $ 51
Total assets   6,400   1,122,464   39   73   51
 
Liabilities                    
Payable to related parties   1   164   -   -   -
Total liabilities   1   164   -   -   -
Net assets   $ 6,399   $ 1,122,300   $ 39   $ 73   $ 51
 
Net assets                    
Accumulation units   $ 6,399   $ 1,122,300   $ 39   $ 73   $ 51
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 6,399   $ 1,122,300   $ 39   $ 73   $ 51
 
Total number of mutual fund shares   701,737   101,949,518   7,946   7,228   12,983
 
Cost of mutual fund shares   $ 9,356   $ 1,313,984   $ 81   $ 123   $ 87
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           36            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    Legg Mason   Oppenheimer            
    Partners   Main Street   PIMCO Real   Pioneer Equity   Pioneer Small
    Variable Money   Small Cap   Return Portfolio   Income VCT   Cap Value VCT
    Market   Fund®/VA -   - Administrative   Portfolio -   Portfolio -
    Portfolio   Service Class   Class   Class II   Class II
Assets                        
Investments in mutual funds                        
at fair value   $ 23   $ 822   $ 7,515   $ 13,324   $ 2,389
Total assets   23       822   7,515   13,324   2,389
 
Liabilities                        
Payable to related parties   -       -   -   1   1
Total liabilities   -       -   -   1   1
Net assets   $ 23   $ 822   $ 7,515   $ 13,323   $ 2,388
 
Net assets                        
Accumulation units   $ 23   $ 822   $ 7,515   $ 13,323   $ 2,388
Contracts in payout (annuitization)   -       -   -   -   -
Total net assets   $ 23   $ 822   $ 7,515   $ 13,323   $ 2,388
 
Total number of mutual fund shares   22,750       77,943   667,390   873,110   353,392
 
Cost of mutual fund shares   $ 23   $ 1,397   $ 8,431   $ 20,311   $ 5,234
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           37                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

                        Wells Fargo
                ProFund VP   Wells Fargo   Advantage C&B
    ProFund VP   ProFund VP   Rising Rates   Advantage Asset   Large Cap
    Bull   Europe 30   Opportunity   Allocation Fund   Value Fund
Assets                        
Investments in mutual funds                        
at fair value   $ 14,051   $ 9,838   $ 13,202   $ 1,989   $ 233
Total assets   14,051       9,838   13,202   1,989   233
 
Liabilities                        
Payable to related parties   5       3   3   -   -
Total liabilities   5       3   3   -   -
Net assets   $ 14,046   $ 9,835   $ 13,199   $ 1,989   $ 233
 
Net assets                        
Accumulation units   $ 14,046   $ 9,835   $ 13,199   $ 1,989   $ 233
Contracts in payout (annuitization)   -       -   -   -   -
Total net assets   $ 14,046   $ 9,835   $ 13,199   $ 1,989   $ 233
 
Total number of mutual fund shares   742,259       602,815   1,214,580   213,674   33,077
 
Cost of mutual fund shares   $ 22,426   $ 17,267   $ 24,981   $ 2,731   $ 312
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           38                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2008
(Dollars in thousands)

    Wells Fargo   Wells Fargo   Wells Fargo   Wells Fargo   Wells Fargo
    Advantage   Advantage   Advantage   Advantage   Advantage Total
    Equity Income   Large Company   Money Market   Small Cap   Return Bond
    Fund   Growth Fund   Fund   Growth Fund   Fund
Assets                    
Investments in mutual funds                    
at fair value   $ 529   $ 1,308   $ 43   $ 419   $ 1,029
Total assets   529   1,308   43   419   1,029
 
Liabilities                    
Payable to related parties   -   -   -   -   -
Total liabilities   -   -   -   -   -
Net assets   $ 529   $ 1,308   $ 43   $ 419   $ 1,029
 
Net assets                    
Accumulation units   $ 529   $ 1,308   $ 43   $ 419   $ 1,029
Contracts in payout (annuitization)   -   -   -   -   -
Total net assets   $ 529   $ 1,308   $ 43   $ 419   $ 1,029
 
Total number of mutual fund shares   53,551   208,204   42,557   100,768   106,043
 
Cost of mutual fund shares   $ 849   $ 1,767   $ 43   $ 741   $ 1,048
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
           39            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

              Columbia    
        BlackRock   Columbia Asset   Federal   Columbia Large
    AIM V.I.   Global   Allocation Fund,   Securities Fund,   Cap Growth
    Leisure Fund -   Allocation V.I.   Variable Series -   Variable Series -   Fund, Variable
    Series I Shares   Fund - Class III   Class A   Class A   Series - Class A
Net investment income (loss)                        
Income:                        
Dividends   $ 300   $ 10,590   $ 17   $ 5   $ 1
Total investment income   300       10,590   17   5   1
Expenses:                        
Mortality, expense risk                        
and other charges   523       2,418   7   1   6
Annual administrative charges   9       54   -   -   -
Contingent deferred sales charges   12       22   -   -   -
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   194       941   -   -   -
Amortization of deferred charges   -       -   -   -   -
Total expenses   738       3,435   7   1   6
Net investment income (loss)   (438)       7,155   10   4   (5)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (718)       (1,397)   10   (6)   (1)
Capital gains distributions   4,950       1,988   61   -   -
Total realized gain (loss) on investments                        
and capital gains distributions   4,232       591   71   (6)   (1)
Net unrealized appreciation                        
(depreciation) of investments   (19,898)       (54,254)   (231)   4   (189)
Net realized and unrealized gain (loss)                        
on investments   (15,666)       (53,663)   (160)   (2)   (190)
Net increase (decrease) in net assets                        
resulting from operations   $ (16,104)   $ (46,508)   $ (150)   $ 2   $ (195)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        40                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

        Columbia Small            
    Columbia Small   Company   Fidelity® VIP   Fidelity® VIP   Franklin Small
    Cap Value   Growth Fund,   Equity-Income   Contrafund®   Cap Value
    Fund, Variable   Variable Series -   Portfolio -   Portfolio -   Securities Fund
    Series - Class B   Class A   Service Class 2   Service Class 2   - Class 2
Net investment income (loss)                        
Income:                        
Dividends   $ 911   $ -   $ 5,598   $ 7,395   $ 90
Total investment income   911       -   5,598   7,395   90
Expenses:                        
Mortality, expense risk                        
and other charges   3,540       1   4,592   14,081   84
Annual administrative charges   67       -   66   185   1
Contingent deferred sales charges   60       -   98   264   -
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   1,431       -   1,447   4,386   21
Amortization of deferred charges   -       -   -   -   -
Total expenses   5,098       1   6,203   18,916   106
Net investment income (loss)   (4,187)       (1)   (605)   (11,521)   (16)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (838)       1   (12,650)   (14,379)   (104)
Capital gains distributions   24,479       9   299   22,516   624
Total realized gain (loss) on investments                        
and capital gains distributions   23,641       10   (12,351)   8,137   520
Net unrealized appreciation                        
(depreciation) of investments   (86,156)       (47)   (132,398)   (467,013)   (3,792)
Net realized and unrealized gain (loss)                        
on investments   (62,515)       (37)   (144,749)   (458,876)   (3,272)
Net increase (decrease) in net assets                        
resulting from operations   $ (66,702)   $ (38)   $ (145,354)   $ (470,397)   $ (3,288)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        41                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

                ING   ING
                AllianceBernstein   AllianceBernstein
                Mid Cap Growth   Mid Cap Growth
    ING GET Fund   ING GET Fund   Portfolio - Service   Portfolio - Service 2
    - Series U   - Series V   Class   Class
Net investment income (loss)                        
Income:                        
Dividends   $ 1,703   $ 1,734   $ -   $ -
Total investment income   1,703       1,734   -       -
Expenses:                        
Mortality, expense risk                        
and other charges   275       829   5,202       253
Annual administrative charges   2       9   109       4
Contingent deferred sales charges   59       74   97       3
Minimum death benefit guarantee charges   -       -   -       -
Other contract charges   1       1   1,134       105
Amortization of deferred charges   -       -   -       -
Total expenses   337       913   6,542       365
Net investment income (loss)   1,366       821   (6,542)       (365)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (8,818)       1,373   (1,391)       (625)
Capital gains distributions   4,822       -   63,450       2,969
Total realized gain (loss) on investments                        
and capital gains distributions   (3,996)       1,373   62,059       2,344
Net unrealized appreciation                        
(depreciation) of investments   (612)       (3,254)   (240,695)       (10,453)
Net realized and unrealized gain (loss)                        
on investments   (4,608)       (1,881)   (178,636)       (8,109)
Net increase (decrease) in net assets                        
resulting from operations   $ (3,242)   $ (1,060)   $ (185,178)   $ (8,474)
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
42

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING American             ING American
    Funds Asset   ING American   ING American   ING American   Funds
    Allocation   Funds Bond   Funds Growth   Funds Growth-   International
    Portfolio   Portfolio   Portfolio   Income Portfolio   Portfolio
Net investment income (loss)                        
Income:                        
Dividends   $ -                          $ 1   $ 17,178   $ 20,772   $ 24,708
Total investment income   -       1   17,178   20,772   24,708
Expenses:                        
Mortality, expense risk                        
and other charges   798       1,989   36,806   24,482   22,918
Annual administrative charges   15       38   502   338   292
Contingent deferred sales charges   232       38   652   470   356
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   308       739   12,750   7,964   7,487
Amortization of deferred charges   -       -   1   -   2
Total expenses   1,353       2,804   50,711   33,254   31,055
Net investment income (loss)   (1,353)       (2,803)   (33,533)   (12,482)   (6,347)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (1,220)       (1,802)   16,505   2,638   21,371
Capital gains distributions   -       -   161,767   57,321   79,810
Total realized gain (loss) on investments                        
and capital gains distributions   (1,220)       (1,802)   178,272   59,959   101,181
Net unrealized appreciation                        
(depreciation) of investments   (22,925)       (15,657)   (1,354,204)   (725,097)   (830,068)
Net realized and unrealized gain (loss)                        
on investments   (24,145)       (17,459)   (1,175,932)   (665,138)   (728,887)
Net increase (decrease) in net assets                        
resulting from operations   $ (25,498)   $ (20,262)   $ (1,209,465)   $ (677,620)   $ (735,234)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        43                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

        ING BlackRock            
    ING American   Large Cap   ING BlackRock        
    Funds World   Growth   Large Cap   ING BlackRock   ING BlackRock
    Allocation   Portfolio -   Growth   Large Cap   Large Cap
    Portfolio -   Institutional   Portfolio -   Value Portfolio -   Value Portfolio -
    Service Class   Class   Service Class   Service Class   Service 2 Class
Net investment income (loss)                        
Income:                        
Dividends   $ -   $ -   $ -   $ 131   $ 5
Total investment income   -       -   -   131   5
Expenses:                        
Mortality, expense risk                        
and other charges   21       2   2,170   736   57
Annual administrative charges   -       -   40   11   1
Contingent deferred sales charges   -       -   46   13   -
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   2       -   661   247   25
Amortization of deferred charges   -       -   -   -   -
Total expenses   23       2   2,917   1,007   83
Net investment income (loss)   (23)       (2)   (2,917)   (876)   (78)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   -       (8)   (6,369)   (937)   20
Capital gains distributions   -       22   14,742   2,061   164
Total realized gain (loss) on investments                        
and capital gains distributions   -       14   8,373   1,124   184
Net unrealized appreciation                        
(depreciation) of investments   386       (103)   (69,280)   (18,792)   (1,532)
Net realized and unrealized gain (loss)                        
on investments   386       (89)   (60,907)   (17,668)   (1,348)
Net increase (decrease) in net assets                        
resulting from operations   $ 363   $ (91)   $ (63,824)   $ (18,544)   $ (1,426)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        44                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING Capital   ING Capital          
    Guardian U.S.   Guardian U.S.   ING   ING   ING Evergreen
    Equities   Equities   EquitiesPlus   EquitiesPlus   Health Sciences
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service 2 Class   Service Class   Service 2 Class   Service Class
Net investment income (loss)                            
Income:                            
Dividends   $ 6,049                     $ 86   $ 7,005                               $ 2   $ 268
Total investment income   6,049       86   7,005       2   268
Expenses:                            
Mortality, expense risk                            
and other charges   4,590       87   467       -   3,180
Annual administrative charges   21       -   (7)       -   58
Contingent deferred sales charges   74       2   6       -   57
Minimum death benefit guarantee charges   -       -   -       -   -
Other contract charges   1,076       33   41       -   1,121
Amortization of deferred charges   -       -   -       -   -
Total expenses   5,761       122   507       -   4,416
Net investment income (loss)   288       (36)   6,498       2   (4,148)
 
Realized and unrealized gain (loss)                            
on investments                            
Net realized gain (loss) on investments   (81,532)       (2,268)   (24,796)       (8)   408
Capital gains distributions   67,854       1,237   6,068       2   9,560
Total realized gain (loss) on investments                            
and capital gains distributions   (13,678)       (1,031)   (18,728)       (6)   9,968
Net unrealized appreciation                            
(depreciation) of investments   (56,047)       (214)   (1,312)       (1)   (75,064)
Net realized and unrealized gain (loss)                            
on investments   (69,725)       (1,245)   (20,040)       (7)   (65,096)
Net increase (decrease) in net assets                            
resulting from operations   $ (69,437)   $ (1,281)   $ (13,542)   $ (5)   $ (69,244)
 
 
 
 
The accompanying notes are an integral part of these financial statements.        
 
        45                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

          ING FMRSM   ING FMRSM    
    ING Evergreen   ING Evergreen   Diversified Mid   Diversified Mid   ING Focus 5
    Omega Portfolio   Omega Portfolio   Cap Portfolio -   Cap Portfolio -   Portfolio -
    - Service Class   - Service 2 Class   Service Class   Service 2 Class   Service Class
Net investment income (loss)                        
Income:                        
Dividends   $ 12       $ -   $ 5,939   $ 139   $ 3,043
Total investment income   12       -   5,939   139   3,043
Expenses:                        
Mortality, expense risk                        
and other charges   118       20   14,509   670   2,391
Annual administrative charges   3       -   298   10   26
Contingent deferred sales charges   7       -   211   9   57
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   36       8   3,812   292   958
Amortization of deferred charges   -       -   -   -   -
Total expenses   164       28   18,830   981   3,432
Net investment income (loss)   (152)       (28)   (12,891)   (842)   (389)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (831)       5   (2,246)   88   (7,459)
Capital gains distributions   774       132   63,179   2,785   -
Total realized gain (loss) on investments                        
and capital gains distributions   (57)       137   60,933   2,873   (7,459)
Net unrealized appreciation                        
(depreciation) of investments   (2,013)       (467)   (463,280)   (20,323)   (76,000)
Net realized and unrealized gain (loss)                        
on investments   (2,070)       (330)   (402,347)   (17,450)   (83,459)
Net increase (decrease) in net assets                        
resulting from operations   $ (2,222)   $ (358)   $ (415,238)   $ (18,292)   $ (83,848)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        46                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

              ING Franklin    
              Templeton    
          ING Franklin   Founding    
    ING Franklin   ING Franklin   Mutual Shares   Strategy   ING Global Real
    Income Portfolio   Income Portfolio   Portfolio -   Portfolio -   Estate Portfolio
    - Service Class   - Service 2 Class   Service Class   Service Class   - Service Class
Net investment income (loss)                        
Income:                        
Dividends   $ 10,746       $ 253   $ 6,406   $ 800   $ -
Total investment income   10,746       253   6,406   800   -
Expenses:                        
Mortality, expense risk                        
and other charges   6,097       160   3,161   11,785   2,455
Annual administrative charges   83       1   40   174   33
Contingent deferred sales charges   121       4   55   229   31
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   1,682       63   949   4,632   848
Amortization of deferred charges   -       -   -   -   -
Total expenses   7,983       228   4,205   16,820   3,367
Net investment income (loss)   2,763       25   2,201   (16,020)   (3,367)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (8,096)       (613)   (6,905)   (5,789)   (9,292)
Capital gains distributions   2,683       66   246   147   -
Total realized gain (loss) on investments                        
and capital gains distributions   (5,413)       (547)   (6,659)   (5,642)   (9,292)
Net unrealized appreciation                        
(depreciation) of investments   (125,039)       (2,514)   (82,809)   (305,460)   (69,097)
Net realized and unrealized gain (loss)                        
on investments   (130,452)       (3,061)   (89,468)   (311,102)   (78,389)
Net increase (decrease) in net assets                        
resulting from operations   $ (127,689)                   $ (3,036)   $ (87,267)   $ (327,122)   $ (81,756)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        47                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

            ING Global   ING Global   ING Global   ING Global
    ING Global Real       Resources   Resources   Technology   Technology
    Estate Portfolio       Portfolio -   Portfolio -   Portfolio -   Portfolio -
    - Service 2 Class       Service Class   Service 2 Class   Service Class   Service 2 Class
Net investment income (loss)                        
Income:                        
Dividends   $ -                   $ 14,229   $ 524   $ -   $ -
Total investment income   -       14,229   524   -   -
Expenses:                        
Mortality, expense risk                        
and other charges   43       14,314   647   597   34
Annual administrative charges   -       223   9   (7)   -
Contingent deferred sales charges   -       279   8   12   -
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   18       4,568   288   186   14
Amortization of deferred charges   -       -   -   -   -
Total expenses   61       19,384   952   788   48
Net investment income (loss)   (61)       (5,155)   (428)   (788)   (48)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (169)       12,408   1,191   (14,230)   (602)
Capital gains distributions   -       145,236   6,152   10,312   582
Total realized gain (loss) on investments                        
and capital gains distributions   (169)       157,644   7,343   (3,918)   (20)
Net unrealized appreciation                        
(depreciation) of investments   (1,052)       (567,168)   (24,926)   (5,882)   (524)
Net realized and unrealized gain (loss)                        
on investments   (1,221)       (409,524)   (17,583)   (9,800)   (544)
Net increase (decrease) in net assets                        
resulting from operations   $ (1,282)               $ (414,679)   $ (18,011)   $ (10,588)   $ (592)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        48                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING   ING            
    International   International           ING JPMorgan
    Growth   Growth   ING Janus   ING Janus   Emerging
    Opportunities   Opportunities   Contrarian   Contrarian   Markets Equity
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service 2 Class   Service Class   Service 2 Class   Adviser Class
Net investment income (loss)                        
Income:                        
Dividends   $ 1,131        $ 80   $ 3,739   $ 121   $ 775
Total investment income   1,131       80   3,739   121   775
Expenses:                        
Mortality, expense risk                        
and other charges   1,662       140   11,321   565   636
Annual administrative charges   35       2   181   7   8
Contingent deferred sales charges   24       1   190   3   5
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   261       63   3,376   235   278
Amortization of deferred charges   -       -   -   -   -
Total expenses   1,982       206   15,068   810   927
Net investment income (loss)   (851)       (126)   (11,329)   (689)   (152)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (9,257)       (714)   (10,863)   (458)   3,056
Capital gains distributions   30,507       2,479   86,775   4,096   2,114
Total realized gain (loss) on investments                        
and capital gains distributions   21,250       1,765   75,912   3,638   5,170
Net unrealized appreciation                        
(depreciation) of investments   (87,278)       (7,142)   (482,952)   (22,459)   (29,383)
Net realized and unrealized gain (loss)                        
on investments   (66,028)       (5,377)   (407,040)   (18,821)   (24,213)
Net increase (decrease) in net assets                        
resulting from operations   $ (66,879)             $ (5,503)   $ (418,369)   $ (19,510)   $ (24,365)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        49                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING JPMorgan               ING JPMorgan   ING JPMorgan
    Emerging   ING JPMorgan   ING JPMorgan   Value   Value
    Markets Equity   Small Cap Core   Small Cap Core   Opportunities   Opportunities
    Portfolio -   Equity Portfolio   Equity Portfolio   Portfolio -   Portfolio -
    Service Class   - Service Class   - Service 2 Class   Service Class   Service 2 Class
Net investment income (loss)                        
Income:                        
Dividends   $ 16,709   $ 852   $ 115   $ 840   $ 27
Total investment income   16,709       852   115   840   27
Expenses:                        
Mortality, expense risk                        
and other charges   11,780       3,272   751   470   19
Annual administrative charges   161       46   12   7   -
Contingent deferred sales charges   179       57   7   22   -
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   3,752       1,163   337   69   8
Amortization of deferred charges   2       -   -   -   -
Total expenses   15,874       4,538   1,107   568   27
Net investment income (loss)   835       (3,686)   (992)   272   -
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   56,086       (5,507)   250   (2,768)   (37)
Capital gains distributions   41,224       17,132   3,938   3,259   115
Total realized gain (loss) on investments                        
and capital gains distributions   97,310       11,625   4,188   491   78
Net unrealized appreciation                        
(depreciation) of investments   (565,466)       (73,261)   (18,127)   (15,071)   (617)
Net realized and unrealized gain (loss)                        
on investments   (468,156)       (61,636)   (13,939)   (14,580)   (539)
Net increase (decrease) in net assets                        
resulting from operations   $ (467,321)   $ (65,322)   $ (14,931)   $ (14,308)   $ (539)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        50                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

                      ING LifeStyle
    ING Julius Baer   ING Julius Baer   ING Legg   ING Legg   Aggressive
    Foreign   Foreign   Mason Value   Mason Value   Growth
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service 2 Class   Service Class   Service 2 Class   Service Class
Net investment income (loss)                            
Income:                            
Dividends   $ -                         $ -   $ 38                              $ -   $ 18,015
Total investment income   -       -   38       -   18,015
Expenses:                            
Mortality, expense risk                            
and other charges   12,897       1,051   3,922       302   19,124
Annual administrative charges   156       13   60       4   415
Contingent deferred sales charges   193       7   82       5   394
Minimum death benefit guarantee charges   -       -   -       -   -
Other contract charges   4,336       458   1,213       128   7,951
Amortization of deferred charges   3       -   -       -   -
Total expenses   17,585       1,529   5,277       439   27,884
Net investment income (loss)   (17,585)       (1,529)   (5,239)       (439)   (9,869)
 
Realized and unrealized gain (loss)                            
on investments                            
Net realized gain (loss) on investments   18,029       1,492   (7,593)                         (1,099)   8,132
Capital gains distributions   77,913       6,117   55,111       4,094   109,209
Total realized gain (loss) on investments                            
and capital gains distributions   95,942       7,609   47,518       2,995   117,341
Net unrealized appreciation                            
(depreciation) of investments   (497,266)       (39,130)   (219,795)   (15,817)   (678,526)
Net realized and unrealized gain (loss)                            
on investments   (401,324)       (31,521)   (172,277)   (12,822)   (561,185)
Net increase (decrease) in net assets                            
resulting from operations   $ (418,909)               $ (33,050)   $ (177,516)   $ (13,261)   $ (571,054)
 
 
 
 
The accompanying notes are an integral part of these financial statements.        
 
        51                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING LifeStyle             ING LifeStyle
    Aggressive   ING LifeStyle   ING LifeStyle   ING LifeStyle   Moderate
    Growth   Conservative   Growth   Growth   Growth
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service 2 Class   Service Class   Service Class   Service 2 Class   Service Class
Net investment income (loss)                        
Income:                        
Dividends   $ 55                   $ -   $ 60,670   $ 175   $ 56,179
Total investment income   55       -   60,670   175   56,179
Expenses:                        
Mortality, expense risk                        
and other charges   63       387   63,343   208   50,227
Annual administrative charges   1       22   922   3   731
Contingent deferred sales charges   1       7   1,232   -   1,202
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   21       155   23,818   81   16,173
Amortization of deferred charges   -       -   5   -   -
Total expenses   86       571   89,320   292   68,333
Net investment income (loss)   (31)       (571)   (28,650)   (117)   (12,154)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (158)       (189)   13,749   (83)   1,461
Capital gains distributions   351       -   210,035   674   136,820
Total realized gain (loss) on investments                        
and capital gains distributions   193       (189)   223,784   591   138,281
Net unrealized appreciation                        
(depreciation) of investments   (2,130)       699   (1,870,893)   (5,865)   (1,253,846)
Net realized and unrealized gain (loss)                        
on investments   (1,937)       510   (1,647,109)   (5,274)   (1,115,565)
Net increase (decrease) in net assets                        
resulting from operations   $ (1,968)                $ (61)   $ (1,675,759)   $ (5,391)   $ (1,127,719)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        52                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING LifeStyle              
    Moderate   ING LifeStyle   ING LifeStyle   ING Limited    
    Growth   Moderate   Moderate   Maturity Bond   ING Liquid
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Assets Portfolio
    Service 2 Class   Service Class   Service 2 Class   Service Class   - Service Class
Net investment income (loss)                        
Income:                        
Dividends   $ 275                   $ 28,766   $ 299   $ 10,014   $ 38,146
Total investment income   275       28,766   299   10,014   38,146
Expenses:                        
Mortality, expense risk                        
and other charges   266       25,798   274   2,515   28,445
Annual administrative charges   3       372   3   68   1,218
Contingent deferred sales charges   3       607   3   63   43,492
Minimum death benefit guarantee charges   -       -   -   -   2
Other contract charges   89       7,701   102   238   6,466
Amortization of deferred charges   -       -   -   -   4
Total expenses   361       34,478   382   2,884   79,627
Net investment income (loss)   (86)       (5,712)   (83)   7,130   (41,481)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (585)       (1,848)   (895)   (2,980)   -
Capital gains distributions   695       51,482   559   1,092   -
Total realized gain (loss) on investments                        
and capital gains distributions   110       49,634   (336)   (1,888)   -
Net unrealized appreciation                        
(depreciation) of investments   (5,855)       (520,340)   (4,334)   (8,045)   -
Net realized and unrealized gain (loss)                        
on investments   (5,745)       (470,706)   (4,670)   (9,933)   -
Net increase (decrease) in net assets                        
resulting from operations   $ (5,831)             $ (476,418)   $ (4,753)   $ (2,803)   $ (41,481)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        53                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

             
ING Lord ING Lord ING Marsico ING Marsico
ING Liquid Abbett Affiliated Abbett Affiliated Growth Growth
    Assets Portfolio   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    - Service 2 Class   Service Class   Service 2 Class   Service Class   Service 2 Class
Net investment income (loss)                    
Income:                    
Dividends   $ 840       $ 2,149     $ 61   $ 2,992   $ 66
Total investment income   840   2,149   61   2,992   66
Expenses:                    
Mortality, expense risk                    
and other charges   711   1,529   48   9,725   363
Annual administrative charges   23   29   1   253   5
Contingent deferred sales charges   1,489   36   1   135   4
Minimum death benefit guarantee charges   -   -   -   -   -
Other contract charges   303   354   17   2,083   154
Amortization of deferred charges   -   -   -   -   -
Total expenses   2,526   1,948   67   12,196   526
Net investment income (loss)   (1,686)   201   (6)   (9,204)   (460)
 
Realized and unrealized gain (loss)                    
on investments                    
Net realized gain (loss) on investments   -   3,823   (41)   41,314   574
Capital gains distributions   -   12,593   385   -   -
Total realized gain (loss) on investments                    
and capital gains distributions   -   16,416   344   41,314   574
Net unrealized appreciation                    
(depreciation) of investments   -   (57,280)   (1,577)   (328,018)   (10,684)
Net realized and unrealized gain (loss)                    
on investments   -   (40,864)   (1,233)   (286,704)   (10,110)
Net increase (decrease) in net assets                    
resulting from operations   $ (1,686)     $ (40,663)   $ (1,239)   $ (295,908)   $ (10,570)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        54             

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING Marsico                    
    International               ING MFS   ING Mid Cap
    Opportunities   ING MFS Total   ING MFS Total   Utilities   Growth
    Portfolio -   Return Portfolio   Return Portfolio   Portfolio -   Portfolio -
    Service Class   - Service Class   - Service 2 Class   Service Class   Service Class
Net investment income (loss)                        
Income:                        
Dividends   $ 2,581   $ 54,997   $ 2,327   $ 15,836   $ -
Total investment income   2,581       54,997   2,327   15,836   -
Expenses:                        
Mortality, expense risk                        
and other charges   4,256       15,849   763   8,356   1,689
Annual administrative charges   52       348   10   141   (32)
Contingent deferred sales charges   64       305   13   203   26
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   1,412       3,260   310   2,745   285
Amortization of deferred charges   -       (1)   -   -   -
Total expenses   5,784       19,761   1,096   11,445   1,968
Net investment income (loss)   (3,203)       35,236   1,231   4,391   (1,968)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   2,450       (11,370)   (1,279)   11,796   79,571
Capital gains distributions   26,734       91,101   4,101   57,641   -
Total realized gain (loss) on investments                        
and capital gains distributions   29,184       79,731   2,822   69,437   79,571
Net unrealized appreciation                        
(depreciation) of investments   (190,583)       (364,961)   (15,324)   (304,761)   (113,766)
Net realized and unrealized gain (loss)                        
on investments   (161,399)       (285,230)   (12,502)   (235,324)   (34,195)
Net increase (decrease) in net assets                        
resulting from operations   $ (164,602)   $ (249,994)   $ (11,271)   $ (230,933)   $ (36,163)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        55                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

            ING Multi-   ING        
            Manager   Oppenheimer   ING   ING
    ING Mid Cap       International   Active Asset   Oppenheimer   Oppenheimer
    Growth       Small Cap   Allocation   Main Street   Main Street
    Portfolio -       Portfolio -   Portfolio -   Portfolio® -   Portfolio® -
    Service Class 2       Class S   Service Class   Service Class   Service 2 Class
Net investment income (loss)                            
Income:                            
Dividends   $ -   $ -   $ 28   $ 7,301   $ 86
Total investment income   -       -       28   7,301   86
Expenses:                            
Mortality, expense risk                            
and other charges   85       22       5   4,771   68
Annual administrative charges   (1)       -       -   134   1
Contingent deferred sales charges   1       -       -   64   1
Minimum death benefit guarantee charges   -       -       -   -   -
Other contract charges   32       8       1   779   28
Amortization of deferred charges   -       -       -   -   -
Total expenses   117       30       6   5,748   98
Net investment income (loss)   (117)       (30)       22   1,553   (12)
 
Realized and unrealized gain (loss)                            
on investments                            
Net realized gain (loss) on investments   732       (652)       -   17,421   94
Capital gains distributions   -       -       -   -   -
Total realized gain (loss) on investments                            
and capital gains distributions   732       (652)       -   17,421   94
Net unrealized appreciation                            
(depreciation) of investments   (2,364)       (852)       25   (159,619)   (1,955)
Net realized and unrealized gain (loss)                            
on investments   (1,632)       (1,504)       25   (142,198)   (1,861)
Net increase (decrease) in net assets                            
resulting from operations   $ (1,749)   $ (1,534)   $ 47   $ (140,645)   $ (1,873)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        56                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING PIMCO   ING PIMCO   ING PIMCO       ING Pioneer
    Core Bond   Core Bond   High Yield   ING Pioneer   Mid Cap Value
    Portfolio -   Portfolio -   Portfolio -   Fund Portfolio -   Portfolio -
    Service Class   Service 2 Class   Service Class   Service Class   Service Class
Net investment income (loss)                        
Income:                        
Dividends   $ 56,472             $ 1,727   $ 39,675   $ 1,903   $ 9,469
Total investment income   56,472       1,727   39,675   1,903   9,469
Expenses:                        
Mortality, expense risk                        
and other charges   30,241       1,037   8,202   1,175   9,901
Annual administrative charges   519       15   237   19   219
Contingent deferred sales charges   714       20   178   23   198
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   8,933       407   1,930   375   3,396
Amortization of deferred charges   -       -   -   -   1
Total expenses   40,407       1,479   10,547   1,592   13,715
Net investment income (loss)   16,065       248   29,128   311   (4,246)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   12,122       495   (28,723)   573   (6,898)
Capital gains distributions   14,584       476   175   2,694   32,997
Total realized gain (loss) on investments                        
and capital gains distributions   26,706       971   (28,548)   3,267   26,099
Net unrealized appreciation                        
(depreciation) of investments   (24,763)       (534)   (119,890)   (32,243)   (282,330)
Net realized and unrealized gain (loss)                        
on investments   1,943       437   (148,438)   (28,976)   (256,231)
Net increase (decrease) in net assets                        
resulting from operations   $ 18,008             $ 685   $ (119,310)   $ (28,665)   $ (260,477)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        57                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING T. Rowe   ING T. Rowe            
    Price Capital   Price Capital   ING T. Rowe   ING T. Rowe   ING Templeton
    Appreciation   Appreciation   Price Equity   Price Equity   Global Growth
    Portfolio -   Portfolio -   Income Portfolio   Income Portfolio   Portfolio -
    Service Class   Service 2 Class   - Service Class   - Service 2 Class   Service Class
Net investment income (loss)                        
Income:                        
Dividends   $ 102,918             $ 3,505   $ 31,502   $ 1,079   $ 3,490
Total investment income   102,918       3,505   31,502   1,079   3,490
Expenses:                        
Mortality, expense risk                        
and other charges   41,762       1,720   12,817   498   5,774
Annual administrative charges   754       23   241   7   102
Contingent deferred sales charges   822       33   262   2   81
Minimum death benefit guarantee charges   1       -   2   -   -
Other contract charges   11,736       723   3,590   218   1,461
Amortization of deferred charges   -       -   7   -   -
Total expenses   55,075       2,499   16,919   725   7,418
Net investment income (loss)   47,843       1,006   14,583   354   (3,928)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   35,303       (886)   3,621   (29)   8,523
Capital gains distributions   231,106       9,104   63,109   2,351   14,491
Total realized gain (loss) on investments                        
and capital gains distributions   266,409       8,218   66,730   2,322   23,014
Net unrealized appreciation                        
(depreciation) of investments   (1,115,753)       (40,232)   (417,963)   (15,168)   (192,003)
Net realized and unrealized gain (loss)                        
on investments   (849,344)       (32,014)   (351,233)   (12,846)   (168,989)
Net increase (decrease) in net assets                        
resulting from operations   $ (801,501)             $ (31,008)   $ (336,650)   $ (12,492)   $ (172,917)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        58                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

              ING Van   ING Van
    ING Templeton   ING UBS U.S.   ING UBS U.S.   Kampen Capital   Kampen Capital
    Global Growth   Allocation   Allocation   Growth   Growth
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service 2 Class   Service Class   Service 2 Class   Service Class   Service 2 Class
Net investment income (loss)                        
Income:                        
Dividends   $ 42               $ 2,196   $ 121   $ 52   $ -
Total investment income   42       2,196   121   52   -
Expenses:                        
Mortality, expense risk                        
and other charges   102       409   25   2,235   73
Annual administrative charges   1       (3)   -   65   (1)
Contingent deferred sales charges   2       10   -   58   1
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   45       88   9   826   28
Amortization of deferred charges   -       -   -   -   -
Total expenses   150       504   34   3,184   101
Net investment income (loss)   (108)       1,692   87   (3,132)   (101)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   134       (6,684)   (644)   (2,494)   2,823
Capital gains distributions   239       9,004   530   5,029   -
Total realized gain (loss) on investments                        
and capital gains distributions   373       2,320   (114)   2,535   2,823
Net unrealized appreciation                        
(depreciation) of investments   (3,147)       (8,827)   (244)   (105,018)   (3,582)
Net realized and unrealized gain (loss)                        
on investments   (2,774)       (6,507)   (358)   (102,483)   (759)
Net increase (decrease) in net assets                        
resulting from operations   $ (2,882)            $ (4,815)   $ (271)   $ (105,615)   $ (860)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        59                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

          ING Van        
    ING Van   ING Van   Kampen Global   ING Van   ING Van
    Kampen Global   Kampen Global   Tactical Asset   Kampen Growth   Kampen Growth
    Franchise   Franchise   Allocation   and Income   and Income
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service 2 Class   Service Class   Service Class   Service 2 Class
Net investment income (loss)                        
Income:                        
Dividends   $ 5,538                  $ 1,241   $ -   $ 21,884   $ 2,122
Total investment income   5,538       1,241   -   21,884   2,122
Expenses:                        
Mortality, expense risk                        
and other charges   4,944       1,271   5   9,607   1,113
Annual administrative charges   79       20   -   225   15
Contingent deferred sales charges   78       14   -   162   14
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   1,764       544   1   1,758   447
Amortization of deferred charges   -       -   -   -   -
Total expenses   6,865       1,849   6   11,752   1,589
Net investment income (loss)   (1,327)       (608)   (6)   10,132   533
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   5,552       2,133   (39)   (14,324)   78
Capital gains distributions   21,864       5,456   -   49,867   5,343
Total realized gain (loss) on investments                        
and capital gains distributions   27,416       7,589   (39)   35,543   5,421
Net unrealized appreciation                        
(depreciation) of investments   (126,436)       (32,223)   101   (274,166)   (30,500)
Net realized and unrealized gain (loss)                        
on investments   (99,020)       (24,634)   62   (238,623)   (25,079)
Net increase (decrease) in net assets                        
resulting from operations   $ (100,347)              $ (25,242)   $ 56   $ (228,491)   $ (24,546)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        60                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING Van         ING VP Index   ING VP Index
    Kampen Large   ING Van   ING Van   Plus   Plus
    Cap Growth   Kampen Real   Kampen Real   International   International
    Portfolio -   Estate Portfolio   Estate Portfolio   Equity Portfolio   Equity Portfolio
    Service Class   - Service Class   - Service 2 Class   - Service Class   - Service 2 Class
Net investment income (loss)                        
Income:                        
Dividends   $ 383                        $ 5,367   $ 251   $ 1,762   $ 27
Total investment income   383       5,367   251   1,762   27
Expenses:                        
Mortality, expense risk                        
and other charges   757       8,059   453   452   9
Annual administrative charges   (7)       158   7   6   -
Contingent deferred sales charges   20       174   5   6   -
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   244       2,388   197   120   4
Amortization of deferred charges   -       1   -   -   -
Total expenses   1,014       10,780   662   584   13
Net investment income (loss)   (631)       (5,413)   (411)   1,178   14
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (8,318)       2,007   206   (3,658)   (42)
Capital gains distributions   5,252       80,680   4,446   8,326   135
Total realized gain (loss) on investments                        
and capital gains distributions   (3,066)       82,687   4,652   4,668   93
Net unrealized appreciation                        
(depreciation) of investments   (5,108)       (269,772)   (15,142)   (21,719)   (384)
Net realized and unrealized gain (loss)                        
on investments   (8,174)       (187,085)   (10,490)   (17,051)   (291)
Net increase (decrease) in net assets                        
resulting from operations   $ (8,805)   $ (192,498)   $ (10,901)   $ (15,873)   $ (277)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        61                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING Wells   ING Wells   ING Wells   ING Wells    
    Fargo   Fargo   Fargo Small   Fargo Small    
Disciplined Disciplined Cap Disciplined Cap Disciplined ING Diversified
Value Portfolio - Value Portfolio - Portfolio - Portfolio - International
    Service Class   Service 2 Class   Service Class   Service 2 Class   Fund - Class R
Net investment income (loss)                        
Income:                        
Dividends   $ 4,388   $ 84   $ 88   $ 4   $ 21
Total investment income   4,388       84   88   4   21
Expenses:                        
Mortality, expense risk                        
and other charges   2,009       47   175   9   3
Annual administrative charges   16       -   2   -   -
Contingent deferred sales charges   19       1   4   -   -
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   231       18   64   4   1
Amortization of deferred charges   -       -   -   -   -
Total expenses   2,275       66   245   13   4
Net investment income (loss)   2,113       18   (157)   (9)   17
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   46,675       200   (1,019)   (16)   (4)
Capital gains distributions   -       -   1,364   68   -
Total realized gain (loss) on investments                        
and capital gains distributions   46,675       200   345   52   (4)
Net unrealized appreciation                        
(depreciation) of investments   (67,364)       (623)   (4,172)   (249)   (181)
Net realized and unrealized gain (loss)                        
on investments   (20,689)       (423)   (3,827)   (197)   (185)
Net increase (decrease) in net assets                        
resulting from operations   $ (18,576)   $ (405)   $ (3,984)   $ (206)   $ (168)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        62                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING American   ING American   ING Baron   ING Columbia    
    Century Large   Century Small-   Small Cap   Small Cap   ING Davis New
    Company Value   Mid Cap Value   Growth   Value II   York Venture
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service Class   Service Class   Service Class   Service Class
Net investment income (loss)                    
Income:                    
Dividends   $ 67   $ 4   $ -   $ 143   $ 1,580
Total investment income   67   4   -   143   1,580
Expenses:                    
Mortality, expense risk                    
and other charges   5   5   3,668   2,619   3,543
Annual administrative charges   -   -   42   34   42
Contingent deferred sales charges   -   -   57   39   40
Minimum death benefit guarantee charges   -   -   -   -   -
Other contract charges   1   1   1,223   899   1,078
Amortization of deferred charges   -   -   -   -   -
Total expenses   6   6   4,990   3,591   4,703
Net investment income (loss)   61   (2)   (4,990)   (3,448)   (3,123)
 
Realized and unrealized gain (loss)                    
on investments                    
Net realized gain (loss) on investments   (60)   (23)   (1,575)   (6,772)   (2,058)
Capital gains distributions   194   59   7,260   1,443   2,273
Total realized gain (loss) on investments                    
and capital gains distributions   134   36   5,685   (5,329)   215
Net unrealized appreciation                    
(depreciation) of investments   (417)   (181)   (119,270)   (61,222)   (101,313)
Net realized and unrealized gain (loss)                    
on investments   (283)   (145)   (113,585)   (66,551)   (101,098)
Net increase (decrease) in net assets                    
resulting from operations   $ (222)   $ (147)   $ (118,575)   $ (69,999)   $ (104,221)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        63            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

                ING Legg        
                Mason Partners   ING Neuberger   ING Neuberger
ING JPMorgan ING JPMorgan Aggressive Berman Berman
International Mid Cap Value Growth Partners Regency
    Portfolio -       Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class       Service Class   Service Class   Service Class   Service Class
Net investment income (loss)                        
Income:                        
Dividends   $ 4,605                      $ 810   $ -   $ -   $ 20
Total investment income   4,605       810   -   -   20
Expenses:                        
Mortality, expense risk                        
and other charges   910       387   2,127   1,813   95
Annual administrative charges   (7)       8   36   40   -
Contingent deferred sales charges   14       12   33   23   2
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   285       70   853   284   20
Amortization of deferred charges   -       -   -   -   -
Total expenses   1,202       477   3,049   2,160   117
Net investment income (loss)   3,403       333   (3,049)   (2,160)   (97)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (73,331)       (3,311)   2,193   (5,162)   (681)
Capital gains distributions   86,752       2,861   -   -   -
Total realized gain (loss) on investments                        
and capital gains distributions   13,421       (450)   2,193   (5,162)   (681)
Net unrealized appreciation                        
(depreciation) of investments   (23,980)       (12,251)   (56,620)   (61,029)   737
Net realized and unrealized gain (loss)                        
on investments   (10,559)       (12,701)   (54,427)   (66,191)   56
Net increase (decrease) in net assets                        
resulting from operations   $ (7,156)               $ (12,368)   $ (57,476)   $ (68,351)   $ (41)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        64                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

              ING    
    ING OpCap   ING   ING   Oppenheimer   ING PIMCO
    Balanced Value   Oppenheimer   Oppenheimer   Strategic   Total Return
    Portfolio -   Global Portfolio   Global Portfolio   Income Portfolio   Portfolio -
    Service Class   - Initial Class   - Service Class   - Service Class   Service Class
Net investment income (loss)                        
Income:                        
Dividends   $ 28                      $ 235   $ 3,247   $ 615   $ 377
Total investment income   28       235   3,247   615   377
Expenses:                        
Mortality, expense risk                        
and other charges   5       133   2,373   110   72
Annual administrative charges   -       2   33   1   1
Contingent deferred sales charges   -       5   39   -   -
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   1       3   726   9   9
Amortization of deferred charges   -       -   -   -   -
Total expenses   6       143   3,171   120   82
Net investment income (loss)   22       92   76   495   295
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (433)       256   (2,969)   (10)   3
Capital gains distributions   138       813   12,375   43   120
Total realized gain (loss) on investments                        
and capital gains distributions   (295)       1,069   9,406   33   123
Net unrealized appreciation                        
(depreciation) of investments   55       (6,344)   (83,530)   (2,559)   (581)
Net realized and unrealized gain (loss)                        
on investments   (240)       (5,275)   (74,124)   (2,526)   (458)
Net increase (decrease) in net assets                        
resulting from operations   $ (218)                  $ (5,183)     $ (74,048)   $ (2,031)   $ (163)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
            65             

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING Solution   ING Solution   ING Solution   ING Solution   ING Solution
    2015 Portfolio -   2025 Portfolio -   2035 Portfolio -   2045 Portfolio -   Income Portfolio
    Service Class   Service Class   Service Class   Service Class   - Service Class
Net investment income (loss)                    
Income:                    
Dividends   $ 194   $ 114   $ 129   $ 16   $ 107
Total investment income   194   114   129   16   107
Expenses:                    
Mortality, expense risk                    
and other charges   116   87   98   15   63
Annual administrative charges   1   1   1   -   1
Contingent deferred sales charges   5   4   2   -   -
Minimum death benefit guarantee charges   -   -   -   -   -
Other contract charges   46   27   47   5   9
Amortization of deferred charges   -   -   -   -   -
Total expenses   168   119   148   20   73
Net investment income (loss)   26   (5)   (19)   (4)   34
 
Realized and unrealized gain (loss)                    
on investments                    
Net realized gain (loss) on investments   20   (20)   (95)   (18)   (113)
Capital gains distributions   250   251   324   47   102
Total realized gain (loss) on investments                    
and capital gains distributions   270   231   229   29   (11)
Net unrealized appreciation                    
(depreciation) of investments   (4,044)   (3,820)   (4,646)   (729)   (1,126)
Net realized and unrealized gain (loss)                    
on investments   (3,774)   (3,589)   (4,417)   (700)   (1,137)
Net increase (decrease) in net assets                    
resulting from operations   $ (3,748)   $ (3,594)   $ (4,436)   $ (704)   $ (1,103)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        66            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING T. Rowe              
    Price Diversified              
    Mid Cap   ING T. Rowe   ING Templeton        
    Growth   Price Growth   Foreign Equity   ING Thornburg   ING Thornburg
    Portfolio -   Equity Portfolio   Portfolio -   Value Portfolio -   Value Portfolio -
    Service Class   - Service Class   Service Class   Initial Class   Service Class
Net investment income (loss)                        
Income:                        
Dividends   $ 2                            $ 362   $ 4,489   $ 10   $ 9
Total investment income   2       362   4,489   10   9
Expenses:                        
Mortality, expense risk                        
and other charges   35       529   3,283   29   138
Annual administrative charges   -       6   56   1   2
Contingent deferred sales charges   -       4   52   3   1
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   9       175   1,108   1   39
Amortization of deferred charges   -       -   -   -   -
Total expenses   44       714   4,499   34   180
Net investment income (loss)   (42)       (352)   (10)   (24)   (171)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (43)       (2,931)   (11,417)   53   (649)
Capital gains distributions   613       2,684   -   -   -
Total realized gain (loss) on investments                        
and capital gains distributions   570       (247)   (11,417)   53   (649)
Net unrealized appreciation                        
(depreciation) of investments   (2,542)       (18,202)   (99,767)   (982)   (3,397)
Net realized and unrealized gain (loss)                        
on investments   (1,972)       (18,449)   (111,184)   (929)   (4,046)
Net increase (decrease) in net assets                        
resulting from operations   $ (2,014)                     $ (18,801)   $ (111,194)   $ (953)   $ (4,217)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        67                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

        ING UBS U.S.   ING Van   ING Van   ING Van
    ING UBS U.S.   Small Cap   Kampen   Kampen Equity   Kampen Equity
    Large Cap   Growth   Comstock   and Income   and Income
    Equity Portfolio   Portfolio -   Portfolio -   Portfolio -   Portfolio -
    - Service Class   Service Class   Service Class   Initial Class   Service Class
Net investment income (loss)                    
Income:                    
Dividends   $ 158   $ -   $ 7,118   $ 142   $ 9,822
Total investment income   158   -   7,118   142   9,822
Expenses:                    
Mortality, expense risk                    
and other charges   160   22   3,101   23   2,603
Annual administrative charges   2   -   46   55   -
Contingent deferred sales charges   6   -   47   52   -
Minimum death benefit guarantee charges   -   -   -   -   -
Other contract charges   49   7   1,079   788   -
Amortization of deferred charges   -   -   -   -   -
Total expenses   217   29   4,273   918   2,603
Net investment income (loss)   (59)   (29)   2,845   (776)   7,219
 
Realized and unrealized gain (loss)                    
on investments                    
Net realized gain (loss) on investments   (386)   (384)   (1,537)   (10)   (3,861)
Capital gains distributions   -   -   11,068   158   10,550
Total realized gain (loss) on investments                    
and capital gains distributions   (386)   (384)   9,531   148   6,689
Net unrealized appreciation                    
(depreciation) of investments   (4,402)   182   (93,914)   (1,005)   (61,660)
Net realized and unrealized gain (loss)                    
on investments   (4,788)   (202)   (84,383)   (857)   (54,971)
Net increase (decrease) in net assets                    
resulting from operations   $ (4,847)   $ (231)   $ (81,538)   $ (1,633)   $ (47,752)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        68            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING VP       ING VP   ING VP        
    Strategic       Strategic   Strategic        
    Allocation       Allocation   Allocation   ING VP Growth   ING VP Growth
    Conservative       Growth   Moderate   and Income   and Income
    Portfolio -       Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Class S       Class S   Class S   Class I   Class S
Net investment income (loss)                        
Income:                        
Dividends   $ 56                  $ 15   $ 24   $ 2   $ 5,444
Total investment income   56       15   24   2   5,444
Expenses:                        
Mortality, expense risk                        
and other charges   13       7   8   2   1,948
Annual administrative charges   -       -   -   -   124
Contingent deferred sales charges   -       -   -   -   130
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   12       -   2   -   513
Amortization of deferred charges   -       -   -   -   -
Total expenses   25       7   10   2   2,715
Net investment income (loss)   31       8   14   -   2,729
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (32)       (19)   (47)   (1)   (10,390)
Capital gains distributions   116       91   99   -   -
Total realized gain (loss) on investments                        
and capital gains distributions   84       72   52   (1)   (10,390)
Net unrealized appreciation                        
(depreciation) of investments   (514)       (358)   (343)   (56)   (112,193)
Net realized and unrealized gain (loss)                        
on investments   (430)       (286)   (291)   (57)   (122,583)
Net increase (decrease) in net assets                        
resulting from operations   $ (399)              $ (278)   $ (277)   $ (57)   $ (119,854)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        69                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING GET U.S.   ING GET U.S.   ING GET U.S.   ING GET U.S.   ING GET U.S.
    Core Portfolio -   Core Portfolio -   Core Portfolio -   Core Portfolio -   Core Portfolio -
    Series 1   Series 2   Series 3   Series 4   Series 5
Net investment income (loss)                        
Income:                        
Dividends   $ 2,512                  $ 2,167   $ 960   $ 894   $ 303
Total investment income   2,512       2,167   960   894   303
Expenses:                        
Mortality, expense risk                        
and other charges   933       857   896   635   397
Annual administrative charges   12       12   17   11   7
Contingent deferred sales charges   124       99   61   51   60
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   -       1   -   2   -
Amortization of deferred charges   -       -   -   -   -
Total expenses   1,069       969   974   699   464
Net investment income (loss)   1,443       1,198   (14)   195   (161)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (8,781)       (6,150)   (54)   (509)   (618)
Capital gains distributions   6,127       3,307   2,217   4,036   3,524
Total realized gain (loss) on investments                        
and capital gains distributions   (2,654)       (2,843)   2,163   3,527   2,906
Net unrealized appreciation                        
(depreciation) of investments   (2,509)       (1,790)   (4,695)   (6,328)   (4,867)
Net realized and unrealized gain (loss)                        
on investments   (5,163)       (4,633)   (2,532)   (2,801)   (1,961)
Net increase (decrease) in net assets                        
resulting from operations   $ (3,720)                 $ (3,435)   $ (2,546)   $ (2,606)   $ (2,122)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        70                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING GET U.S.   ING GET U.S.   ING GET U.S.   ING GET U.S.   ING GET U.S.
    Core Portfolio -   Core Portfolio -   Core Portfolio -   Core Portfolio -   Core Portfolio -
    Series 6   Series 7   Series 8   Series 9   Series 10
Net investment income (loss)                        
Income:                        
Dividends   $ 416                     $ 277   $ 162   $ 149   $ 142
Total investment income   416       277   162   149   142
Expenses:                        
Mortality, expense risk                        
and other charges   423       275   162   130   117
Annual administrative charges   7       4   3   2   1
Contingent deferred sales charges   63       39   21   10   12
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   -       -   -   -   -
Amortization of deferred charges   -       -   -   -   -
Total expenses   493       318   186   142   130
Net investment income (loss)   (77)       (41)   (24)   7   12
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (577)       (376)   (159)   (166)   (56)
Capital gains distributions   3,525       2,685   1,561   1,393   992
Total realized gain (loss) on investments                        
and capital gains distributions   2,948       2,309   1,402   1,227   936
Net unrealized appreciation                        
(depreciation) of investments   (4,865)       (3,389)   (2,176)   (1,766)   (1,310)
Net realized and unrealized gain (loss)                        
on investments   (1,917)       (1,080)   (774)   (539)   (374)
Net increase (decrease) in net assets                        
resulting from operations   $ (1,994)               $ (1,121)   $ (798)   $ (532)   $ (362)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        71                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING GET U.S.   ING GET U.S.   ING GET U.S.   ING GET U.S.   ING VP Global
    Core Portfolio -   Core Portfolio -   Core Portfolio -   Core Portfolio -   Equity Dividend
    Series 11   Series 12   Series 13   Series 14   Portfolio
Net investment income (loss)                        
Income:                        
Dividends   $ 200                   $ 58   $ 645   $ 1,547   $ 604
Total investment income   200       58   645   1,547   604
Expenses:                        
Mortality, expense risk                        
and other charges   175       66   634   1,644   252
Annual administrative charges   2       1   13   28   (2)
Contingent deferred sales charges   5       16   34   132   4
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   -       -   -   -   67
Amortization of deferred charges   -       -   -   -   -
Total expenses   182       83   681   1,804   321
Net investment income (loss)   18       (25)   (36)   (257)   283
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (237)       (147)   (549)   92   (3,349)
Capital gains distributions   1,568       796   1,962   446   7,365
Total realized gain (loss) on investments                        
and capital gains distributions   1,331       649   1,413   538   4,016
Net unrealized appreciation                        
(depreciation) of investments   (1,525)       (958)   (1,623)   41   (6,705)
Net realized and unrealized gain (loss)                        
on investments   (194)       (309)   (210)   579   (2,689)
Net increase (decrease) in net assets                        
resulting from operations   $ (176)              $ (334)   $ (246)   $ 322   $ (2,406)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        72                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

                ING Lehman ING 
    ING BlackRock           Brothers U.S. Opportunistic 
    Global Science   ING Global   ING   Aggregate Bond Large Cap
    and Technology Equity Option     International   Index®  Growth
    Portfolio -   Portfolio -   Index Portfolio -   Portfolio - Portfolio - 
    Class S   Class S   Class S   Class S Class S  
Net investment income (loss)                    
Income:                    
Dividends   $ -   $ 25   $ 97   $ 2,101      $ 2 
Total investment income   -   25   97   2,101   2
Expenses:                    
Mortality, expense risk                    
and other charges   1,417   3   36   1,092   5
Annual administrative charges   38   -   1   36   -
Contingent deferred sales charges   18   -   1   68   -
Minimum death benefit guarantee charges   -   -   -   -   -
Other contract charges   535   -   13   392   1
Amortization of deferred charges   -   -   -   -   -
Total expenses   2,008   3   51   1,588   6
Net investment income (loss)   (2,008)   22   46   513   (4)
 
Realized and unrealized gain (loss)                    
on investments                    
Net realized gain (loss) on investments   (6,000)   (1)   (755)   (460)   13
Capital gains distributions   -   -   -   296   -
Total realized gain (loss) on investments                    
and capital gains distributions   (6,000)   (1)   (755)   (164)   13
Net unrealized appreciation                    
(depreciation) of investments   (42,952)   92   (1,100)   4,506   (300)
Net realized and unrealized gain (loss)                    
on investments   (48,952)   91   (1,855)   4,342   (287)
Net increase (decrease) in net assets                    
resulting from operations   $ (50,960)   $ 113   $ (1,809)   $ 4,855 $ (291) 
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        73            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING   ING Russell™            
    Opportunistic   Global Large   ING Russell™   ING Russell™   ING Russell™
    Large Cap   Cap Index 85%   Large Cap   Mid Cap Index   Small Cap Index
    Value Portfolio -   Portfolio -   Index Portfolio -   Portfolio -   Portfolio -
    Class S   Class S   Class S   Class S   Class S
Net investment income (loss)                        
Income:                        
Dividends   $ 305               $ 29   $ 220   $ 265   $ 617
Total investment income   305       29   220   265   617
Expenses:                        
Mortality, expense risk                        
and other charges   277       6   123   133   438
Annual administrative charges   7       -   2   3   21
Contingent deferred sales charges   7       -   1   1   11
Minimum death benefit guarantee charges   -       -   -   -   -
Other contract charges   57       -   36   47   179
Amortization of deferred charges   -       -   -   -   -
Total expenses   348       6   162   184   649
Net investment income (loss)   (43)       23   58   81   (32)
 
Realized and unrealized gain (loss)                        
on investments                        
Net realized gain (loss) on investments   (889)       (50)   (2,760)   (1,525)   (5,156)
Capital gains distributions   2,902       -   -   -   -
Total realized gain (loss) on investments                        
and capital gains distributions   2,013       (50)   (2,760)   (1,525)   (5,156)
Net unrealized appreciation                        
(depreciation) of investments   (9,695)       161   (2,334)   (5,755)   (23,030)
Net realized and unrealized gain (loss)                        
on investments   (7,682)       111   (5,094)   (7,280)   (28,186)
Net increase (decrease) in net assets                        
resulting from operations   $ (7,725)             $ 134   $ (5,036)   $ (7,199)   $ (28,218)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        74                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

                    ING
                    WisdomTreeSM
    ING VP Index   ING VP Index   ING VP Index   ING VP Small   Global High-
    Plus LargeCap   Plus MidCap   Plus SmallCap   Company   Yielding Equity
    Portfolio -   Portfolio -   Portfolio -   Portfolio -   Index Portfolio -
    Class S   Class S   Class S   Class S   Class S
Net investment income (loss)                    
Income:                    
Dividends   $ 5,377   $ 2,072   $ 876   $ 22   $ 4,694
Total investment income   5,377   2,072   876   22   4,694
Expenses:                    
Mortality, expense risk                    
and other charges   4,203   3,006   2,281   301   1,670
Annual administrative charges   89   42   32   8   24
Contingent deferred sales charges   306   59   49   7   8
Minimum death benefit guarantee charges   -   -   -   -   -
Other contract charges   834   877   711   109   649
Amortization of deferred charges   -   -   -   -   -
Total expenses   5,432   3,984   3,073   425   2,351
Net investment income (loss)   (55)   (1,912)   (2,197)   (403)   2,343
 
Realized and unrealized gain (loss)                    
on investments                    
Net realized gain (loss) on investments   (1,800)   (13,523)   (12,725)   (2,135)   (3,268)
Capital gains distributions   20,876   24,865   9,146   352   -
Total realized gain (loss) on investments                    
and capital gains distributions   19,076   11,342   (3,579)   (1,783)   (3,268)
Net unrealized appreciation                    
(depreciation) of investments   (136,091)   (89,601)   (47,599)   (10,805)   (68,858)
Net realized and unrealized gain (loss)                    
on investments   (117,015)   (78,259)   (51,178)   (12,588)   (72,126)
Net increase (decrease) in net assets                    
resulting from operations   $ (117,070)   $ (80,171)   $ (53,375)   $ (12,991)   $ (69,783)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        75            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    ING VP       ING VP       ING VP
    Financial   ING VP   MidCap       SmallCap
    Services   International   Opportunities   ING VP Real   Opportunities
    Portfolio -   Value Portfolio -   Portfolio -   Estate Portfolio   Portfolio -
    Class S   Class S   Class S   - Class S   Class S
Net investment income (loss)                    
Income:                    
Dividends   $ 877   $ 307   $ -   $ 130   $ -
Total investment income   877   307   -   130   -
Expenses:                    
Mortality, expense risk                    
and other charges   821   120   3,560   56   1,333
Annual administrative charges   3   1   191   -   29
Contingent deferred sales charges   11   -   59   -   34
Minimum death benefit guarantee charges   -   -   -   -   -
Other contract charges   254   31   831   3   484
Amortization of deferred charges   -   -   1   -   -
Total expenses   1,089   152   4,642   59   1,880
Net investment income (loss)   (212)   155   (4,642)   71   (1,880)
 
Realized and unrealized gain (loss)                    
on investments                    
Net realized gain (loss) on investments   (24,753)   (400)   2,904   (3,094)   3,774
Capital gains distributions   3,875   1,881   -   1,401   12,586
Total realized gain (loss) on investments                    
and capital gains distributions   (20,878)   1,481   2,904   (1,693)   16,360
Net unrealized appreciation                    
(depreciation) of investments   6,684   (8,028)   (128,278)   1,825   (46,306)
Net realized and unrealized gain (loss)                    
on investments   (14,194)   (6,547)   (125,374)   132   (29,946)
Net increase (decrease) in net assets                    
resulting from operations   $ (14,406)   $ (6,392)   $ (130,016)   $ 203   $ (31,826)
 
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
        76            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

            Legg Mason      
            Partners      
            Variable   Legg Mason    
    ING VP   ING VP   International   Partners   Legg Mason
    Balanced   Intermediate   All Cap   Variable   Partners
    Portfolio -   Bond Portfolio -   Opportunity   Investors   Variable High
    Class S   Class S   Portfolio   Portfolio   Income Portfolio
Net investment income (loss)                  
Income:                  
Dividends   $ 272   $ 68,212   $ 1   $ 1   $ 8
Total investment income   272   68,212   1   1   8
Expenses:                  
Mortality, expense risk                  
and other charges   107   20,290   1   2   1
Annual administrative charges   1   307   -   -   -
Contingent deferred sales charges   4   574   -   -   -
Minimum death benefit guarantee charges   -   -   -   -   -
Other contract charges   9   6,771   -   -   -
Amortization of deferred charges   -   -   -   -   -
Total expenses   121   27,942   1   2   1
Net investment income (loss)   151   40,270   -   (1)   7
 
Realized and unrealized gain (loss)                  
on investments                  
Net realized gain (loss) on investments   (418)   (20,545)   (27)   (18)   (1)
Capital gains distributions   767   31,632   -   4   -
Total realized gain (loss) on investments                  
and capital gains distributions   349   11,087   (27)   (14)   (1)
Net unrealized appreciation                  
(depreciation) of investments   (3,303)   (189,985)   (9)   (41)   (30)
Net realized and unrealized gain (loss)                  
on investments   (2,954)   (178,898)   (36)   (55)   (31)
Net increase (decrease) in net assets                  
resulting from operations   $ (2,803)   $ (138,628)   $ (36)   $ (56)   $ (24)
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
        77                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    Legg Mason   Oppenheimer            
    Partners   Main Street   PIMCO Real   Pioneer Equity   Pioneer Small
    Variable Money   Small Cap   Return Portfolio   Income VCT   Cap Value VCT
    Market   Fund®/VA -   - Administrative   Portfolio -   Portfolio -
    Portfolio   Service Class   Class   Class II   Class II
Net investment income (loss)                    
Income:                    
Dividends   $ 3   $ 3   $ 210   $ 403   $ 9
Total investment income   3   3   210   403   9
Expenses:                    
Mortality, expense risk                    
and other charges   1   11   60   153   56
Annual administrative charges   -   -   -   1   1
Contingent deferred sales charges   3   -   -   -   2
Minimum death benefit guarantee charges   -   -   -   -   -
Other contract charges   -   3   10   34   2
Amortization of deferred charges   -   -   -   -   -
Total expenses   4   14   70   188   61
Net investment income (loss)   (1)   (11)   140   215   (52)
 
Realized and unrealized gain (loss)                    
on investments                    
Net realized gain (loss) on investments   -   (41)   (17)   (96)   (649)
Capital gains distributions   -   63   12   914   602
Total realized gain (loss) on investments                    
and capital gains distributions   -   22   (5)   818   (47)
Net unrealized appreciation                    
(depreciation) of investments   -   (523)   (981)   (6,571)   (1,586)
Net realized and unrealized gain (loss)                    
on investments   -   (501)   (986)   (5,753)   (1,633)
Net increase (decrease) in net assets                    
resulting from operations   $ (1)   $ (512)   $ (846)   $ (5,538)   $ (1,685)
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
        78            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

            ProFund VP       Wells Fargo
    ProFund VP   ProFund VP   Rising Rates   ProFund VP   Advantage Asset
    Bull   Europe 30   Opportunity   Small-Cap   Allocation Fund
Net investment income (loss)                    
Income:                    
Dividends   $ -   $ 343   $ 1,169   $ 137   $ 64
Total investment income   -   343   1,169   137   64
Expenses:                    
Mortality, expense risk                    
and other charges   375   289   407   613   47
Annual administrative charges   10   5   6   3   1
Contingent deferred sales charges   9   11   8   17   1
Minimum death benefit guarantee charges   -   -   -   -   -
Other contract charges   127   97   103   198   19
Amortization of deferred charges   -   -   -   -   -
Total expenses   521   402   524   831   68
Net investment income (loss)   (521)   (59)   645   (694)   (4)
 
Realized and unrealized gain (loss)                    
on investments                    
Net realized gain (loss) on investments   (548)   (233)   (2,446)   (18,348)   (15)
Capital gains distributions   357   2,401   -   4,982   219
Total realized gain (loss) on investments                    
and capital gains distributions   (191)   2,168   (2,446)   (13,366)   204
Net unrealized appreciation                    
(depreciation) of investments   (9,414)   (11,280)   (7,148)   9,293   (1,153)
Net realized and unrealized gain (loss)                    
on investments   (9,605)   (9,112)   (9,594)   (4,073)   (949)
Net increase (decrease) in net assets                    
resulting from operations   $ (10,126)   $ (9,171)   $ (8,949)   $ (4,767)   $ (953)
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
        79            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    Wells Fargo   Wells Fargo   Wells Fargo Wells Fargo     Wells Fargo
    Advantage C&B   Advantage   Advantage  Advantage   Advantage
    Large Cap   Equity Income   Large Company Money Market   Small Cap
    Value Fund   Fund   Growth Fund Fund    Growth Fund
Net investment income (loss)                    
Income:                    
Dividends   $ 5   $ 15   $ 5 $ 2    $ -
Total investment income   5   15   5   2   -
Expenses:                    
Mortality, expense risk                    
and other charges   7   16   38   1   12
Annual administrative charges   -   -   -   -   -
Contingent deferred sales charges   -   -   1   2   -
Minimum death benefit guarantee charges   -   -   -   -   -
Other contract charges   3   4   14   -   4
Amortization of deferred charges   -   -   -   -   -
Total expenses   10   20   53   3   16
Net investment income (loss)   (5)   (5)   (48)   (1)   (16)
 
Realized and unrealized gain (loss)                    
on investments                    
Net realized gain (loss) on investments   (1)   (25)   3   -   (6)
Capital gains distributions   -   124   -   -   185
Total realized gain (loss) on investments                    
and capital gains distributions   (1)   99   3   -   179
Net unrealized appreciation                    
(depreciation) of investments   (149)   (456)   (940)   -   (508)
Net realized and unrealized gain (loss)                    
on investments   (150)   (357)   (937)   -   (329)
Net increase (decrease) in net assets                    
resulting from operations   $ (155)   $ (362)   $ (985) $ (1)     $ (345)
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
        80            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2008
(Dollars in thousands)

    Wells Fargo    
    Advantage Total    
    Return Bond    
    Fund    
Net investment income (loss)      
Income:      
Dividends    $ 58     
Total investment income   58    
Expenses:        
Mortality, expense risk        
and other charges   21    
Annual administrative charges   -    
Contingent deferred sales charges   -    
Minimum death benefit guarantee charges   -    
Other contract charges   7    
Amortization of deferred charges   -    
Total expenses   28    
Net investment income (loss)   30    
     
Realized and unrealized gain (loss)        
on investments        
Net realized gain (loss) on investments   (9)    
Capital gains distributions   -    
Total realized gain (loss) on investments        
and capital gains distributions   (9)    
Net unrealized appreciation        
(depreciation) of investments   (21)    
Net realized and unrealized gain (loss)        
on investments   (30)    
Net increase (decrease) in net assets        
resulting from operations   $ -    
     
     
     
     
The accompanying notes are an integral part of these financial statements.
     
    81    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

                Columbia
        BlackRock   Columbia Asset   Federal
    AIM V.I.   Global   Allocation Fund,   Securities Fund,
    Leisure Fund -   Allocation V.I.   Variable Series -   Variable Series -
    Series I Shares   Fund - Class III   Class A   Class A
Net assets at January 1, 2007   $ 52,417   $ -   $ 540   $ 81
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (388)   -   6   4
Total realized gain (loss) on investments                
and capital gains distributions   5,332   -   66   -
Net unrealized appreciation (depreciation)                
of investments   (5,956)   -   (32)   1
Net increase (decrease) in net assets from operations   (1,012)   -   40   5
Changes from principal transactions:                
Premiums   78   -   -   -
Surrenders and withdrawals   (8,809)   -   98   (5)
Benefit payments   (375)   -   (10)   -
Transfers between Divisions                
(including fixed account), net   6   -   -   (1)
Increase (decrease) in net assets derived from                
principal transactions   (9,100)   -   88   (6)
Total increase (decrease) in net assets   (10,112)   -   128   (1)
Net assets at December 31, 2007   42,305   -   668   80
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (438)   7,155   10   4
Total realized gain (loss) on investments                
and capital gains distributions   4,232   591   71   (6)
Net unrealized appreciation (depreciation)                
of investments   (19,898)   (54,254)   (231)   4
Net increase (decrease) in net assets from operations   (16,104)   (46,508)   (150)   2
Changes from principal transactions:                
Premiums   48   222,833   -   -
Death Benefits   (251)   (1,171)   (51)   -
Surrenders and withdrawals   (8,138)   222,426   (205)   (55)
Transfers between Divisions                
(including fixed account), net   2   220   -   -
Increase (decrease) in net assets derived from                
principal transactions   (8,339)   444,308   (256)   (55)
Total increase (decrease) in net assets   (24,443)   397,800   (406)   (53)
Net assets at December 31, 2008   $ 17,862   $ 397,800   $ 262   $ 27
 
 
 
The accompanying notes are an integral part of these financial statements.    
 
    82            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

            Columbia Small    
    Columbia Large   Columbia Small   Company   Fidelity® VIP
    Cap Growth   Cap Value   Growth Fund,   Equity-Income
    Fund, Variable   Fund, Variable   Variable Series -   Portfolio -
    Series - Class A   Series - Class B   Class A   Service Class 2
Net assets at January 1, 2007   $ 547   $ 335,177   $ 82   $ 376,023
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (6)   (6,366)   (1)   (2,129)
Total realized gain (loss) on investments                
and capital gains distributions   25   51,799   6   47,017
Net unrealized appreciation (depreciation)                
of investments   48   (57,677)   5   (48,769)
Net increase (decrease) in net assets from operations   67   (12,244)   10   (3,881)
Changes from principal transactions:                
Premiums   -   324   -   54,218
Surrenders and withdrawals   (118)   (64,022)   (2)   (50,474)
Benefit payments   (12)   (2,329)   -   (2,523)
Transfers between Divisions                
(including fixed account), net   -   (17)   1   24
Increase (decrease) in net assets derived from                
principal transactions   (130)   (66,044)   (1)   1,245
Total increase (decrease) in net assets   (63)   (78,288)   9   (2,636)
Net assets at December 31, 2007   484   256,889   91   373,387
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (5)   (4,187)   (1)   (605)
Total realized gain (loss) on investments                
and capital gains distributions   (1)   23,641   10   (12,351)
Net unrealized appreciation (depreciation)                
of investments   (189)   (86,156)   (47)   (132,398)
Net increase (decrease) in net assets from operations   (195)   (66,702)   (38)   (145,354)
Changes from principal transactions:                
Premiums   -   97   -   15,056
Death Benefits   (2)   (1,208)   -   (2,590)
Surrenders and withdrawals   (29)   (47,462)   (2)   (73,720)
Transfers between Divisions                
(including fixed account), net   -   125   -   277
Increase (decrease) in net assets derived from                
principal transactions   (31)   (48,448)   (2)   (60,977)
Total increase (decrease) in net assets   (226)   (115,150)   (40)   (206,331)
Net assets at December 31, 2008   $ 258   $ 141,739   $ 51   $ 167,056
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    83            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    Fidelity® VIP   Franklin Small        
    Contrafund®   Cap Value        
    Portfolio -   Securities Fund   ING GET Fund   ING GET Fund
    Service Class 2   - Class 2   - Series U   - Series V
Net assets at January 1, 2007   $ 561,251   $ 5,563   $ 85,061   $ 118,802
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (8,452)   (43)   141   140
Total realized gain (loss) on investments                
and capital gains distributions   223,955   672   1,617   484
Net unrealized appreciation (depreciation)                
of investments   (120,604)   (1,114)   (288)   2,246
Net increase (decrease) in net assets from operations   94,899   (485)   1,470   2,870
Changes from principal transactions:                
Premiums   205,156   4,368   (58)   (113)
Surrenders and withdrawals   65,907   (883)   (14,178)   (24,758)
Benefit payments   (4,754)   (16)   (1,528)   (1,074)
Transfers between Divisions                
(including fixed account), net   128   1   9   (2)
Increase (decrease) in net assets derived from                
principal transactions   266,437   3,470   (15,755)   (25,947)
Total increase (decrease) in net assets   361,336   2,985   (14,285)   (23,077)
Net assets at December 31, 2007   922,587   8,548   70,776   95,725
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (11,521)   (16)   1,366   821
Total realized gain (loss) on investments                
and capital gains distributions   8,137   520   (3,996)   1,373
Net unrealized appreciation (depreciation)                
of investments   (467,013)   (3,792)   (612)   (3,254)
Net increase (decrease) in net assets from operations   (470,397)   (3,288)   (3,242)   (1,060)
Changes from principal transactions:                
Premiums   225,354   3,142   (32)   (50)
Death Benefits   (8,332)   (3)   (173)   (254)
Surrenders and withdrawals   (13,373)   (1,153)   (67,329)   (94,690)
Transfers between Divisions                
(including fixed account), net   659   -   -   329
Increase (decrease) in net assets derived from                
principal transactions   204,308   1,986   (67,534)   (94,665)
Total increase (decrease) in net assets   (266,089)   (1,302)   (70,776)   (95,725)
Net assets at December 31, 2008   $ 656,498   $ 7,246   $ -   $ -
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    84            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING   ING        
    AllianceBernstein   AllianceBernstein   ING American    
    Mid Cap Growth   Mid Cap Growth   Funds Asset   ING American
    Portfolio - Service   Portfolio - Service 2   Allocation   Funds Bond
    Class   Class   Portfolio   Portfolio
Net assets at January 1, 2007   $ 423,458   $ 18,807   $ -   $ -
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (8,361)   (466)   -   -
Total realized gain (loss) on investments                
and capital gains distributions   63,913   1,656   -   -
Net unrealized appreciation (depreciation)                
of investments   (22,763)   272   -   -
Net increase (decrease) in net assets from operations   32,789   1,462   -   -
Changes from principal transactions:                
Premiums   28,496   396   -   -
Surrenders and withdrawals   (43,890)   (1,516)   -   -
Benefit payments   (9,281)   (273)   -   -
Transfers between Divisions                
(including fixed account), net   110   (8)   -   -
Increase (decrease) in net assets derived from                
principal transactions   (24,565)   (1,401)   -   -
Total increase (decrease) in net assets   8,224   61   -   -
Net assets at December 31, 2007   431,682   18,868   -   -
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (6,542)   (365)   (1,353)   (2,803)
Total realized gain (loss) on investments                
and capital gains distributions   62,059   2,344   (1,220)   (1,802)
Net unrealized appreciation (depreciation)                
of investments   (240,695)   (10,453)   (22,925)   (15,657)
Net increase (decrease) in net assets from operations   (185,178)   (8,474)   (25,498)   (20,262)
Changes from principal transactions:                
Premiums   23,279   197   119,105   161,909
Death Benefits   (6,938)   (93)   (105)   (793)
Surrenders and withdrawals   (71,710)   (1,637)   54,827   111,211
Transfers between Divisions                
(including fixed account), net   452   3   40   103
Increase (decrease) in net assets derived from                
principal transactions   (54,917)   (1,530)   173,867   272,430
Total increase (decrease) in net assets   (240,095)   (10,004)   148,369   252,168
Net assets at December 31, 2008   $ 191,587   $ 8,864   $ 148,369   $ 252,168
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    85            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

                ING American
            ING American   Funds World
    ING American   ING American   Funds   Allocation
    Funds Growth   Funds Growth-   International   Portfolio -
    Portfolio   Income Portfolio   Portfolio   Service Class
Net assets at January 1, 2007   $ 1,979,019   $ 1,374,118   $ 1,078,309   $ -
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (44,935)   (19,201)   (16,815)   -
Total realized gain (loss) on investments                
and capital gains distributions   41,143   43,595   52,427   -
Net unrealized appreciation (depreciation)                
of investments   184,268   221   153,243   -
Net increase (decrease) in net assets from operations   180,476   24,615   188,855   -
Changes from principal transactions:                
Premiums   410,477   290,323   285,023   -
Surrenders and withdrawals   (96,580)   (80,753)   5,307   -
Benefit payments   (17,665)   (13,629)   (9,664)   -
Transfers between Divisions                
(including fixed account), net   39   334   170   -
Increase (decrease) in net assets derived from                
principal transactions   296,271   196,275   280,836   -
Total increase (decrease) in net assets   476,747   220,890   469,691   -
Net assets at December 31, 2007   2,455,766   1,595,008   1,548,000   -
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (33,533)   (12,482)   (6,347)   (23)
Total realized gain (loss) on investments                
and capital gains distributions   178,272   59,959   101,181   -
Net unrealized appreciation (depreciation)                
of investments   (1,354,204)   (725,097)   (830,068)   386
Net increase (decrease) in net assets from operations   (1,209,465)   (677,620)   (735,234)   363
Changes from principal transactions:                
Premiums   414,568   278,361   270,467   10,735
Death Benefits   (22,031)   (15,493)   (12,839)   -
Surrenders and withdrawals   (96,239)   (107,104)   (117,571)   2,030
Transfers between Divisions                
(including fixed account), net   1,666   1,733   953   -
Increase (decrease) in net assets derived from                
principal transactions   297,964   157,497   141,010   12,765
Total increase (decrease) in net assets   (911,501)   (520,123)   (594,224)   13,128
Net assets at December 31, 2008   $ 1,544,265   $ 1,074,885   $ 953,776   $ 13,128
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    86            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING BlackRock            
    Large Cap   ING BlackRock        
    Growth   Large Cap   ING BlackRock   ING BlackRock
    Portfolio -   Growth   Large Cap   Large Cap
    Institutional   Portfolio -   Value Portfolio -   Value Portfolio -
    Class   Service Class   Service Class   Service 2 Class
Net assets at January 1, 2007   $ -   $ 145,523   $ 70,539   $ 4,559
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (2)   (3,393)   (1,336)   (104)
Total realized gain (loss) on investments                
and capital gains distributions   -   3,017   8,082   304
Net unrealized appreciation (depreciation)                
of investments   (4)   6,394   (4,970)   (118)
Net increase (decrease) in net assets from operations   (6)   6,018   1,776   82
Changes from principal transactions:                
Premiums   -   18,670   3,244   32
Surrenders and withdrawals   250   (15,086)   (17,295)   (358)
Benefit payments   -   (1,619)   (703)   (11)
Transfers between Divisions                
(including fixed account), net   -   1   (9)   (1)
Increase (decrease) in net assets derived from                
principal transactions   250   1,966   (14,763)   (338)
Total increase (decrease) in net assets   244   7,984   (12,987)   (256)
Net assets at December 31, 2007   244   153,507   57,552   4,303
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (2)   (2,917)   (876)   (78)
Total realized gain (loss) on investments                
and capital gains distributions   14   8,373   1,124   184
Net unrealized appreciation (depreciation)                
of investments   (103)   (69,280)   (18,792)   (1,532)
Net increase (decrease) in net assets from operations   (91)   (63,824)   (18,544)   (1,426)
Changes from principal transactions:                
Premiums   -   18,099   12   -
Death Benefits   -   (1,914)   (619)   (33)
Surrenders and withdrawals   (22)   (11,624)   (10,858)   (638)
Transfers between Divisions                
(including fixed account), net   -   101   54   6
Increase (decrease) in net assets derived from                
principal transactions   (22)   4,662   (11,411)   (665)
Total increase (decrease) in net assets   (113)   (59,162)   (29,955)   (2,091)
Net assets at December 31, 2008   $ 131   $ 94,345   $ 27,597   $ 2,212
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    87            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING Capital   ING Capital      
    Guardian U.S.   Guardian U.S.   ING   ING
    Equities   Equities   EquitiesPlus   EquitiesPlus
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service 2 Class   Service Class   Service 2 Class
Net assets at January 1, 2007   $ 561,314   $ 11,099   $ 126,427   $ 33
 
Increase (decrease) in net assets                        
Operations:                        
Net investment income (loss)   (8,446)   (205)   2,048       -
Total realized gain (loss) on investments                        
and capital gains distributions   72,900   1,618   8,209       2
Net unrealized appreciation (depreciation)                        
of investments   (74,174)   (1,587)   (8,556)       (2)
Net increase (decrease) in net assets from operations   (9,720)   (174)   1,701       -
Changes from principal transactions:                        
Premiums   12,772   92   1,752       -
Surrenders and withdrawals   (91,416)   (2,442)   (23,425)       -
Benefit payments   (7,506)   (72)   (4,054)       -
Transfers between Divisions                        
(including fixed account), net       (8)   (2)   1       -
Increase (decrease) in net assets derived from                        
principal transactions   (86,158)   (2,424)   (25,726)       -
Total increase (decrease) in net assets   (95,878)   (2,598)   (24,025)       -
Net assets at December 31, 2007   465,436   8,501   102,402       33
 
Increase (decrease) in net assets                        
Operations:                        
Net investment income (loss)       288   (36)   6,498       2
Total realized gain (loss) on investments                        
and capital gains distributions   (13,678)   (1,031)   (18,728)       (6)
Net unrealized appreciation (depreciation)                        
of investments   (56,047)   (214)   (1,312)       (1)
Net increase (decrease) in net assets from operations   (69,437)   (1,281)   (13,542)       (5)
Changes from principal transactions:                        
Premiums   4,082   42   498       -
Death Benefits   (4,052)   (105)   (631)       -
Surrenders and withdrawals   (396,237)   (7,157)   (88,733)       (28)
Transfers between Divisions                        
(including fixed account), net       208   -   6       -
Increase (decrease) in net assets derived from                        
principal transactions   (395,999)   (7,220)   (88,860)       (28)
Total increase (decrease) in net assets   (465,436)   (8,501)   (102,402)       (33)
Net assets at December 31, 2008   $ -   $ -   $ -   $ -
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    88                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING Evergreen           ING FMRSM
    Health Sciences   ING Evergreen   ING Evergreen   Diversified Mid
    Portfolio -   Omega Portfolio   Omega Portfolio   Cap Portfolio -
    Service Class   - Service Class   - Service 2 Class   Service Class
Net assets at January 1, 2007   $ 192,226   $ 10,532   $ 1,331   $ 627,079
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (4,246)   (192)   (34)   (18,320)
Total realized gain (loss) on investments                
and capital gains distributions   13,809   483   59   58,263
Net unrealized appreciation (depreciation)                
of investments   1,835   486   87   47,387
Net increase (decrease) in net assets from operations   11,398   777   112   87,330
Changes from principal transactions:                
Premiums   23,085   460   44   63,636
Surrenders and withdrawals   (19,590)   (3,181)   (174)   294,810
Benefit payments   (1,463)   (60)   (11)   (10,999)
Transfers between Divisions                
(including fixed account), net   (21)   (1)   (1)   140
Increase (decrease) in net assets derived from                
principal transactions   2,011   (2,782)   (142)   347,587
Total increase (decrease) in net assets   13,409   (2,005)   (30)   434,917
Net assets at December 31, 2007   205,635   8,527   1,301   1,061,996
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (4,148)   (152)   (28)   (12,891)
Total realized gain (loss) on investments                
and capital gains distributions   9,968   (57)   137   60,933
Net unrealized appreciation (depreciation)                
of investments   (75,064)   (2,013)   (467)   (463,280)
Net increase (decrease) in net assets from operations   (69,244)   (2,222)   (358)   (415,238)
Changes from principal transactions:                
Premiums   21,772   1,032   -   69,623
Death Benefits   (1,430)   (47)   (8)   (13,694)
Surrenders and withdrawals   7,981   1,625   (135)   (122,565)
Transfers between Divisions                
(including fixed account), net   35   1   2   960
Increase (decrease) in net assets derived from                
principal transactions   28,358   2,611   (141)   (65,676)
Total increase (decrease) in net assets   (40,886)   389   (499)   (480,914)
Net assets at December 31, 2008   $ 164,749   $ 8,916   $ 802   $ 581,082
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    89            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING FMRSM            
    Diversified Mid   ING Focus 5   ING Franklin   ING Franklin
    Cap Portfolio -   Portfolio -   Income Portfolio   Income Portfolio
    Service 2 Class   Service Class   - Service Class   - Service 2 Class
Net assets at January 1, 2007   $ 36,090   $ -   $ 156,693   $ 2,916
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (1,087)   (28)   (2,903)   (88)
Total realized gain (loss) on investments                
and capital gains distributions   1,785   126   4,924   126
Net unrealized appreciation (depreciation)                
of investments   3,712   (2,310)   (5,414)   (205)
Net increase (decrease) in net assets from operations   4,410   (2,212)   (3,393)   (167)
Changes from principal transactions:                
Premiums   733   68,220   109,305   872
Surrenders and withdrawals   6,060   33,534   82,850   5,448
Benefit payments   (213)   -   (3,427)   (48)
Transfers between Divisions                
(including fixed account), net   (8)   (1)   48   (1)
Increase (decrease) in net assets derived from                
principal transactions   6,572   101,753   188,776   6,271
Total increase (decrease) in net assets   10,982   99,541   185,383   6,104
Net assets at December 31, 2007   47,072   99,541   342,076   9,020
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (842)   (389)   2,763   25
Total realized gain (loss) on investments                
and capital gains distributions   2,873   (7,459)   (5,413)   (547)
Net unrealized appreciation (depreciation)                
of investments   (20,323)   (76,000)   (125,039)   (2,514)
Net increase (decrease) in net assets from operations   (18,292)   (83,848)   (127,689)   (3,036)
Changes from principal transactions:                
Premiums   224   112,585   71,357   186
Death Benefits   (400)   (668)   (4,670)   (22)
Surrenders and withdrawals   (3,226)   3,132   6,955   (293)
Transfers between Divisions                
(including fixed account), net   9   7   388   (3)
Increase (decrease) in net assets derived from                
principal transactions   (3,393)   115,056   74,030   (132)
Total increase (decrease) in net assets   (21,685)   31,208   (53,659)   (3,168)
Net assets at December 31, 2008   $ 25,387   $ 130,749   $ 288,417   $ 5,852
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    90            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

        ING Franklin        
        Templeton        
    ING Franklin   Founding   ING Global   ING Global
    Mutual Shares   Strategy   Real Estate   Real Estate
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service Class   Service Class   Service 2 Class
Net assets at January 1, 2007   $ -   $ -   $ 76,113   $ 1,807
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (1,728)   (3,032)   1,025   4
Total realized gain (loss) on investments                
and capital gains distributions   2   (165)   5,763   116
Net unrealized appreciation (depreciation)                
of investments   (455)   (10,625)   (23,323)   (481)
Net increase (decrease) in net assets from operations   (2,181)   (13,822)   (16,535)   (361)
Changes from principal transactions:                
Premiums   53,844   408,324   65,604   780
Surrenders and withdrawals   148,367   126,300   20,835   509
Benefit payments   (623)   (178)   (633)   -
Transfers between Divisions                
(including fixed account), net   78   (34)   11   1
Increase (decrease) in net assets derived from                
principal transactions   201,666   534,412   85,817   1,290
Total increase (decrease) in net assets   199,485   520,590   69,282   929
Net assets at December 31, 2007   199,485   520,590   145,395   2,736
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   2,201   (16,020)   (3,367)   (61)
Total realized gain (loss) on investments                
and capital gains distributions   (6,659)   (5,642)   (9,292)   (169)
Net unrealized appreciation (depreciation)                
of investments   (82,809)   (305,460)   (69,097)   (1,052)
Net increase (decrease) in net assets from operations   (87,267)   (327,122)   (81,756)   (1,282)
Changes from principal transactions:                
Premiums   42,441   378,301   44,889   38
Death Benefits   (2,111)   (4,052)   (1,440)   (45)
Surrenders and withdrawals   (6,388)   115,827   11,290   248
Transfers between Divisions                
(including fixed account), net   154   475   172   -
Increase (decrease) in net assets derived from                
principal transactions   34,096   490,551   54,911   241
Total increase (decrease) in net assets   (53,171)   163,429   (26,845)   (1,041)
Net assets at December 31, 2008   $ 146,314   $ 684,019   $ 118,550   $ 1,695
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    91            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING Global   ING Global   ING Global   ING Global
    Resources   Resources   Technology   Technology
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service 2 Class   Service Class   Service 2 Class
Net assets at January 1, 2007   $ 529,809   $ 31,781   $ 80,357   $ 6,829
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (14,135)   (895)   (2,120)   (167)
Total realized gain (loss) on investments                
and capital gains distributions   95,240   5,560   2,637   174
Net unrealized appreciation (depreciation)                
of investments   83,891   4,867   4,125   414
Net increase (decrease) in net assets from operations   164,996   9,532   4,642   421
Changes from principal transactions:                
Premiums   117,060   964   18,087   195
Surrenders and withdrawals   21,380   (961)   27,350   (116)
Benefit payments   (5,246)   (141)   (872)   (32)
Transfers between Divisions                
(including fixed account), net   48   (6)   (7)   (1)
Increase (decrease) in net assets derived from                
principal transactions   133,242   (144)   44,558   46
Total increase (decrease) in net assets   298,238   9,388   49,200   467
Net assets at December 31, 2007   828,047   41,169   129,557   7,296
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (5,155)   (428)   (788)   (48)
Total realized gain (loss) on investments                
and capital gains distributions   157,644   7,343   (3,918)   (20)
Net unrealized appreciation (depreciation)                
of investments   (567,168)   (24,926)   (5,882)   (524)
Net increase (decrease) in net assets from operations   (414,679)   (18,011)   (10,588)   (592)
Changes from principal transactions:                
Premiums   151,559   728   7,057   12
Death Benefits   (6,652)   (251)   (253)   -
Surrenders and withdrawals   (11,801)   (1,108)   (125,776)   (6,716)
Transfers between Divisions                
(including fixed account), net   527   4   3   -
Increase (decrease) in net assets derived from                
principal transactions   133,633   (627)   (118,969)   (6,704)
Total increase (decrease) in net assets   (281,046)   (18,638)   (129,557)   (7,296)
Net assets at December 31, 2008   $ 547,001   $ 22,531   $ -   $ -
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    92            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING   ING        
    International   International        
    Growth   Growth   ING Janus   ING Janus
    Opportunities   Opportunities   Contrarian   Contrarian
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service 2 Class   Service Class   Service 2 Class
Net assets at January 1, 2007   $ 155,944   $ 10,449   $ 149,666   $ 7,234
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (1,217)   (154)   (11,775)   (722)
Total realized gain (loss) on investments                
and capital gains distributions   36,139   2,299   27,504   2,074
Net unrealized appreciation (depreciation)                
of investments   (12,310)   (598)   37,721   1,190
Net increase (decrease) in net assets from operations   22,612   1,547   53,450   2,542
Changes from principal transactions:                
Premiums   76   2   104,170   863
Surrenders and withdrawals   (33,044)   (1,113)   481,718   28,911
Benefit payments   (3,233)   (54)   (4,382)   (127)
Transfers between Divisions                
(including fixed account), net   23   (8)   (7)   (10)
Increase (decrease) in net assets derived from                
principal transactions   (36,178)   (1,173)   581,499   29,637
Total increase (decrease) in net assets   (13,566)   374   634,949   32,179
Net assets at December 31, 2007   142,378   10,823   784,615   39,413
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (851)   (126)   (11,329)   (689)
Total realized gain (loss) on investments                
and capital gains distributions   21,250   1,765   75,912   3,638
Net unrealized appreciation (depreciation)                
of investments   (87,278)   (7,142)   (482,952)   (22,459)
Net increase (decrease) in net assets from operations   (66,879)   (5,503)   (418,369)   (19,510)
Changes from principal transactions:                
Premiums   12   -   108,758   282
Death Benefits   (2,214)   (26)   (8,543)   (390)
Surrenders and withdrawals   (20,283)   (841)   (59,259)   (1,044)
Transfers between Divisions                
(including fixed account), net   155   (2)   771   (6)
Increase (decrease) in net assets derived from                
principal transactions   (22,330)   (869)   41,727   (1,158)
Total increase (decrease) in net assets   (89,209)   (6,372)   (376,642)   (20,668)
Net assets at December 31, 2008   $ 53,169   $ 4,451   $ 407,973   $ 18,745
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    93            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING JPMorgan   ING JPMorgan        
    Emerging   Emerging   ING JPMorgan  ING JPMorgan
    Markets Equity   Markets Equity   Small Cap Core   Small Cap Core
    Portfolio -   Portfolio -   Equity Portfolio   Equity Portfolio
    Adviser Class   Service Class   - Service Class   - Service 2 Class
Net assets at January 1, 2007   $ 35,277   $ 502,767   $ 239,483   $ 54,102
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (620)   (7,770)   (5,372)   (1,367)
Total realized gain (loss) on investments                
and capital gains distributions   2,999   48,390   24,472   4,862
Net unrealized appreciation (depreciation)                
of investments   9,866   148,973   (29,037)   (5,755)
Net increase (decrease) in net assets from operations   12,245   189,593   (9,937)   (2,260)
Changes from principal transactions:                
Premiums   1,489   125,911   40,480   857
Surrenders and withdrawals   (958)   54,416   (31,253)   (1,226)
Benefit payments   (224)   (5,565)   (2,366)   (503)
Transfers between Divisions                
(including fixed account), net   (16)   228   (20)   (11)
Increase (decrease) in net assets derived from                
principal transactions   291   174,990   6,841   (883)
Total increase (decrease) in net assets   12,536   364,583   (3,096)   (3,143)
Net assets at December 31, 2007   47,813   867,350   236,387   50,959
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (152)   835   (3,686)   (992)
Total realized gain (loss) on investments                
and capital gains distributions   5,170   97,310   11,625   4,188
Net unrealized appreciation (depreciation)                
of investments   (29,383)   (565,466)   (73,261)   (18,127)
Net increase (decrease) in net assets from operations   (24,365)   (467,321)   (65,322)   (14,931)
Changes from principal transactions:                
Premiums   424   133,882   9,101   64
Death Benefits   (372)   (6,376)   (1,567)   (164)
Surrenders and withdrawals   (2,816)   (113,007)   (52,474)   (5,944)
Transfers between Divisions                
(including fixed account), net   2   340   198   24
Increase (decrease) in net assets derived from                
principal transactions   (2,762)   14,839   (44,742)   (6,020)
Total increase (decrease) in net assets   (27,127)   (452,482)   (110,064)   (20,951)
Net assets at December 31, 2008   $ 20,686   $ 414,868   $ 126,323   $ 30,008
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    94            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING JPMorgan   ING JPMorgan        
    Value   Value   ING Julius Baer   ING Julius Baer
    Opportunities   Opportunities   Foreign   Foreign
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service 2 Class   Service Class   Service 2 Class
Net assets at January 1, 2007   $ 69,946   $ 1,710   $ 630,618   $ 64,469
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (398)   (23)   (16,720)   (1,749)
Total realized gain (loss) on investments                
and capital gains distributions   11,044   216   78,973   6,978
Net unrealized appreciation (depreciation)                
of investments   (11,103)   (246)   31,339   3,452
Net increase (decrease) in net assets from operations   (457)   (53)   93,592   8,681
Changes from principal transactions:                
Premiums   3,373   47   177,018   2,735
Surrenders and withdrawals   (30,858)   (31)   12,612   (1,023)
Benefit payments   (542)   -   (5,418)   (602)
Transfers between Divisions                
(including fixed account), net   8   1   (29)   (13)
Increase (decrease) in net assets derived from                
principal transactions   (28,019)   17   184,183   1,097
Total increase (decrease) in net assets   (28,476)   (36)   277,775   9,778
Net assets at December 31, 2007   41,470   1,674   908,393   74,247
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   272   -   (17,585)   (1,529)
Total realized gain (loss) on investments                
and capital gains distributions   491   78   95,942   7,609
Net unrealized appreciation (depreciation)                
of investments   (15,071)   (617)   (497,266)   (39,130)
Net increase (decrease) in net assets from operations   (14,308)   (539)   (418,909)   (33,050)
Changes from principal transactions:                
Premiums   198   -   133,540   527
Death Benefits   (991)   (11)   (6,321)   (565)
Surrenders and withdrawals   (8,243)   (434)   (118,122)   (2,203)
Transfers between Divisions                
(including fixed account), net   98   -   688   (1)
Increase (decrease) in net assets derived from                
principal transactions   (8,938)   (445)   9,785   (2,242)
Total increase (decrease) in net assets   (23,246)   (984)   (409,124)   (35,292)
Net assets at December 31, 2008   $ 18,224   $ 690   $ 499,269   $ 38,955
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    95            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

            ING LifeStyle   ING LifeStyle
    ING Legg   ING Legg   Aggressive   Aggressive
    Mason Value   Mason Value   Growth   Growth
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service 2 Class   Service Class   Service 2 Class
Net assets at January 1, 2007   $ 419,720   $ 29,989   $ 1,135,564   $ 2,529
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (8,647)   (700)   (23,764)   (59)
Total realized gain (loss) on investments                
and capital gains distributions   25,816   1,295   62,660   221
Net unrealized appreciation (depreciation)                
of investments   (47,024)   (2,876)   (34,818)   (180)
Net increase (decrease) in net assets from operations   (29,855)   (2,281)   4,078   (18)
Changes from principal transactions:                
Premiums   28,936   392   239,353   120
Surrenders and withdrawals   (62,050)   (2,412)   (42,652)   1,696
Benefit payments   (4,092)   (313)   (10,423)   -
Transfers between Divisions                
(including fixed account), net   38   39   (24)   1
Increase (decrease) in net assets derived from                
principal transactions   (37,168)   (2,294)   186,254   1,817
Total increase (decrease) in net assets   (67,023)   (4,575)   190,332   1,799
Net assets at December 31, 2007   352,697   25,414   1,325,896   4,328
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (5,239)   (439)   (9,869)   (31)
Total realized gain (loss) on investments                
and capital gains distributions   47,518   2,995   117,341   193
Net unrealized appreciation (depreciation)                
of investments   (219,795)   (15,817)   (678,526)   (2,130)
Net increase (decrease) in net assets from operations   (177,516)   (13,261)   (571,054)   (1,968)
Changes from principal transactions:                
Premiums   7,812   62   121,061   24
Death Benefits   (3,753)   (142)   (10,495)   -
Surrenders and withdrawals   (52,365)   (2,380)   (115,510)   381
Transfers between Divisions                
(including fixed account), net   177   15   754   (1)
Increase (decrease) in net assets derived from                
principal transactions   (48,129)   (2,445)   (4,190)   404
Total increase (decrease) in net assets   (225,645)   (15,706)   (575,244)   (1,564)
Net assets at December 31, 2008   $ 127,052   $ 9,708   $ 750,652   $ 2,764
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    96            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

                ING LifeStyle
    ING LifeStyle   ING LifeStyle   ING LifeStyle   Moderate
    Conservative   Growth   Growth   Growth
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service Class   Service 2 Class   Service Class
Net assets at January 1, 2007   $ -   $ 2,719,322   $ 8,291   $ 2,131,406
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   -   (47,888)   (162)   (27,263)
Total realized gain (loss) on investments                
and capital gains distributions   -   90,575   453   64,587
Net unrealized appreciation (depreciation)                
of investments   -   (22,052)   (235)   6,214
Net increase (decrease) in net assets from operations   -   20,635   56   43,538
Changes from principal transactions:                
Premiums   -   1,177,534   2,042   787,313
Surrenders and withdrawals   -   (21,042)   2,028   14,453
Benefit payments   -   (22,170)   (130)   (22,819)
Transfers between Divisions                
(including fixed account), net   -   128   (1)   64
Increase (decrease) in net assets derived from                
principal transactions   -   1,134,450   3,939   779,011
Total increase (decrease) in net assets   -   1,155,085   3,995   822,549
Net assets at December 31, 2007   -   3,874,407   12,286   2,953,955
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (571)   (28,650)   (117)   (12,154)
Total realized gain (loss) on investments                
and capital gains distributions   (189)   223,784   591   138,281
Net unrealized appreciation (depreciation)                
of investments   699   (1,870,893)   (5,865)   (1,253,846)
Net increase (decrease) in net assets from operations   (61)   (1,675,759)   (5,391)   (1,127,719)
Changes from principal transactions:                
Premiums   23,180   974,517   61   727,288
Death Benefits   (41)   (26,560)   (75)   (34,186)
Surrenders and withdrawals   104,743   (225,129)   2,684   (88,972)
Transfers between Divisions                
(including fixed account), net   13   2,516   8   2,364
Increase (decrease) in net assets derived from                
principal transactions   127,895   725,344   2,678   606,494
Total increase (decrease) in net assets   127,834   (950,415)   (2,713)   (521,225)
Net assets at December 31, 2008   $ 127,834   $ 2,923,992   $ 9,573   $ 2,432,730
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    97            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING LifeStyle            
    Moderate   ING LifeStyle   ING LifeStyle   ING Limited
    Growth   Moderate   Moderate   Maturity Bond
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service 2 Class   Service Class   Service 2 Class   Service Class
Net assets at January 1, 2007   $ 5,180   $ 903,677   $ 7,718   $ 216,291
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (122)   (8,456)   (92)   408
Total realized gain (loss) on investments                
and capital gains distributions   341   31,654   444   (2,858)
Net unrealized appreciation (depreciation)                
of investments   (212)   2,555   (178)   9,780
Net increase (decrease) in net assets from operations   7   25,753   174   7,330
Changes from principal transactions:                
Premiums   2,287   283,841   592   124
Surrenders and withdrawals   8,836   94,425   5,128   (41,957)
Benefit payments   -   (17,481)   -   (5,358)
Transfers between Divisions                
(including fixed account), net   (2)   399   (3)   36
Increase (decrease) in net assets derived from                
principal transactions   11,121   361,184   5,717   (47,155)
Total increase (decrease) in net assets   11,128   386,937   5,891   (39,825)
Net assets at December 31, 2007   16,308   1,290,614   13,609   176,466
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (86)   (5,712)   (83)   7,130
Total realized gain (loss) on investments                
and capital gains distributions   110   49,634   (336)   (1,888)
Net unrealized appreciation (depreciation)                
of investments   (5,855)   (520,340)   (4,334)   (8,045)
Net increase (decrease) in net assets from operations   (5,831)   (476,418)   (4,753)   (2,803)
Changes from principal transactions:                
Premiums   87   379,139   175   31
Death Benefits   (268)   (18,641)   (106)   (5,887)
Surrenders and withdrawals   849   225,380   2,392   (37,504)
Transfers between Divisions                
(including fixed account), net   8   1,332   (3)   92
Increase (decrease) in net assets derived from                
principal transactions   676   587,210   2,458   (43,268)
Total increase (decrease) in net assets   (5,155)   110,792   (2,295)   (46,071)
Net assets at December 31, 2008   $ 11,153   $ 1,401,406   $ 11,314   $ 130,395
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    98            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

            ING Lord   ING Lord
            Abbett   Abbett
    ING Liquid   ING Liquid   Affiliated   Affiliated
    Assets Portfolio   Assets Portfolio   Portfolio -   Portfolio -
    - Service Class   - Service 2 Class   Service Class   Service 2 Class
Net assets at January 1, 2007   $ 710,117   $ 15,430   $ 155,652   $ 3,685
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (18,376)   (604)   (657)   (29)
Total realized gain (loss) on investments                
and capital gains distributions   -   -   11,917   201
Net unrealized appreciation (depreciation)                
of investments   -   -   (7,851)   (104)
Net increase (decrease) in net assets from operations   (18,376)   (604)   3,409   68
Changes from principal transactions:                
Premiums   494,064   612   4,042   85
Surrenders and withdrawals   (116,872)   8,784   (39,694)   (379)
Benefit payments   (20,192)   (4)   (1,409)   (29)
Transfers between Divisions                
(including fixed account), net   1,277   (5)   6   (2)
Increase (decrease) in net assets derived from                
principal transactions   358,277   9,387   (37,055)   (325)
Total increase (decrease) in net assets   339,901   8,783   (33,646)   (257)
Net assets at December 31, 2007   1,050,018   24,213   122,006   3,428
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (41,481)   (1,686)   201   (6)
Total realized gain (loss) on investments                
and capital gains distributions   -   -   16,416   344
Net unrealized appreciation (depreciation)                
of investments   -   -   (57,280)   (1,577)
Net increase (decrease) in net assets from operations   (41,481)   (1,686)   (40,663)   (1,239)
Changes from principal transactions:                
Premiums   735,356   53   31   -
Death Benefits   (36,720)   (242)   (1,707)   (26)
Surrenders and withdrawals   617,174   33,949   (21,124)   (273)
Transfers between Divisions                
(including fixed account), net   7,120   1   68   2
Increase (decrease) in net assets derived from                
principal transactions   1,322,930   33,761   (22,732)   (297)
Total increase (decrease) in net assets   1,281,449   32,075   (63,395)   (1,536)
Net assets at December 31, 2008   $ 2,331,467   $ 56,288   $ 58,611   $ 1,892
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    99            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

            ING Marsico    
    ING Marsico   ING Marsico   International    
    Growth   Growth   Opportunities   ING MFS Total
    Portfolio -   Portfolio -   Portfolio -   Return Portfolio
    Service Class   Service 2 Class   Service Class   - Service Class
Net assets at January 1, 2007   $ 732,265   $ 24,784   $ 179,220   $ 1,227,770
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (14,711)   (632)   (2,718)   9,168
Total realized gain (loss) on investments                
and capital gains distributions   59,940   1,091   25,222   83,426
Net unrealized appreciation (depreciation)                
of investments   36,011   2,297   11,924   (66,389)
Net increase (decrease) in net assets from operations   81,240   2,756   34,428   26,205
Changes from principal transactions:                
Premiums   44,055   603   44,830   56,305
Surrenders and withdrawals   (84,479)   (1,496)   38,034   (173,300)
Benefit payments   (15,477)   (196)   (1,566)   (22,415)
Transfers between Divisions                
(including fixed account), net   590   (5)   10   216
Increase (decrease) in net assets derived from                
principal transactions   (55,311)   (1,094)   81,308   (139,194)
Total increase (decrease) in net assets   25,929   1,662   115,736   (112,989)
Net assets at December 31, 2007   758,194   26,446   294,956   1,114,781
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (9,204)   (460)   (3,203)   35,236
Total realized gain (loss) on investments                
and capital gains distributions   41,314   574   29,184   79,731
Net unrealized appreciation (depreciation)                
of investments   (328,018)   (10,684)   (190,583)   (364,961)
Net increase (decrease) in net assets from operations   (295,908)   (10,570)   (164,602)   (249,994)
Changes from principal transactions:                
Premiums   40,933   68   51,626   58,464
Death Benefits   (12,388)   (178)   (2,348)   (19,652)
Surrenders and withdrawals   (94,435)   (1,488)   (19,640)   (163,640)
Transfers between Divisions                
(including fixed account), net   1,040   (1)   199   780
Increase (decrease) in net assets derived from                
principal transactions   (64,850)   (1,599)   29,837   (124,048)
Total increase (decrease) in net assets   (360,758)   (12,169)   (134,765)   (374,042)
Net assets at December 31, 2008   $ 397,436   $ 14,277   $ 160,191   $ 740,739
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    100            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

        ING MFS   ING Mid Cap   ING Mid Cap
    ING MFS Total   Utilities   Growth   Growth
    Return Portfolio   Portfolio -   Portfolio -   Portfolio -
    - Service 2 Class   Service Class   Service Class   Service Class 2
Net assets at January 1, 2007   $ 52,787   $ 264,982   $ 473,531   $ 19,718
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   177   (5,724)   (8,624)   (475)
Total realized gain (loss) on investments                
and capital gains distributions   3,914   35,665   45,430   651
Net unrealized appreciation (depreciation)                
of investments   (3,319)   45,230   (37,664)   (407)
Net increase (decrease) in net assets from operations   772   75,171   (858)   (231)
Changes from principal transactions:                
Premiums   848   92,266   4,388   327
Surrenders and withdrawals   (4,733)   69,950   (92,081)   (1,774)
Benefit payments   (299)   (2,711)   (7,528)   (121)
Transfers between Divisions                
(including fixed account), net   (9)   46   109   -
Increase (decrease) in net assets derived from                
principal transactions   (4,193)   159,551   (95,112)   (1,568)
Total increase (decrease) in net assets   (3,421)   234,722   (95,970)   (1,799)
Net assets at December 31, 2007   49,366   499,704   377,561   17,919
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   1,231   4,391   (1,968)   (117)
Total realized gain (loss) on investments                
and capital gains distributions   2,822   69,437   79,571   732
Net unrealized appreciation (depreciation)                
of investments   (15,324)   (304,761)   (113,766)   (2,364)
Net increase (decrease) in net assets from operations   (11,271)   (230,933)   (36,163)   (1,749)
Changes from principal transactions:                
Premiums   102   108,682   34   -
Death Benefits   (403)   (5,263)   (2,238)   (205)
Surrenders and withdrawals   (5,094)   (24,774)   (339,431)   (15,968)
Transfers between Divisions                
(including fixed account), net   5   409   237   3
Increase (decrease) in net assets derived from                
principal transactions   (5,390)   79,054   (341,398)   (16,170)
Total increase (decrease) in net assets   (16,661)   (151,879)   (377,561)   (17,919)
Net assets at December 31, 2008   $ 32,705   $ 347,825   $ -   $ -
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    101            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING Multi-   ING        
    Manager   Oppenheimer   ING   ING
    International   Active Asset   Oppenheimer   Oppenheimer
    Small Cap   Allocation   Main Street   Main Street
    Portfolio -   Portfolio -   Portfolio® -   Portfolio® -
    Class S   Service Class   Service Class   Service 2 Class
Net assets at January 1, 2007   $ -   $ -   $ 435,688   $ 5,158
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   -   -   (3,928)   (79)
Total realized gain (loss) on investments                
and capital gains distributions   -   -   35,251   267
Net unrealized appreciation (depreciation)                
of investments   -   -   (19,974)   (83)
Net increase (decrease) in net assets from operations   -   -   11,349   105
Changes from principal transactions:                
Premiums   -   -   13,517   151
Surrenders and withdrawals   -   -   (72,242)   (551)
Benefit payments   -   -   (9,061)   -
Transfers between Divisions                
(including fixed account), net   -   -   53   (2)
Increase (decrease) in net assets derived from                
principal transactions   -   -   (67,733)   (402)
Total increase (decrease) in net assets   -   -   (56,384)   (297)
Net assets at December 31, 2007   -   -   379,304   4,861
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (30)   22   1,553   (12)
Total realized gain (loss) on investments                
and capital gains distributions   (652)   -   17,421   94
Net unrealized appreciation (depreciation)                
of investments   (852)   25   (159,619)   (1,955)
Net increase (decrease) in net assets from operations   (1,534)   47   (140,645)   (1,873)
Changes from principal transactions:                
Premiums   2,385   2,909   9,761   26
Death Benefits   (3)   -   (6,932)   (41)
Surrenders and withdrawals   1,788   515   (46,260)   (340)
Transfers between Divisions                
(including fixed account), net   -   -   236   -
Increase (decrease) in net assets derived from                
principal transactions   4,170   3,424   (43,195)   (355)
Total increase (decrease) in net assets   2,636   3,471   (183,840)   (2,228)
Net assets at December 31, 2008   $ 2,636   $ 3,471   $ 195,464   $ 2,633
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    102            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING PIMCO   ING PIMCO   ING PIMCO    
    Core Bond   Core Bond   High Yield   ING Pioneer
    Portfolio -   Portfolio -   Portfolio -   Fund Portfolio -
    Service Class   Service 2 Class   Service Class   Service Class
Net assets at January 1, 2007   $ 629,159   $ 41,970   $ 649,202   $ 98,275
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   7,855   404   28,929   (1,171)
Total realized gain (loss) on investments                
and capital gains distributions   3,259   120   4,282   6,641
Net unrealized appreciation (depreciation)                
of investments   39,023   2,173   (30,644)   (2,725)
Net increase (decrease) in net assets from operations   50,137   2,697   2,567   2,745
Changes from principal transactions:                
Premiums   210,870   438   42,149   10,637
Surrenders and withdrawals   83,660   3,132   (111,114)   (20,692)
Benefit payments   (10,536)   (569)   (8,402)   (1,194)
Transfers between Divisions                
(including fixed account), net   39   (9)   105   1
Increase (decrease) in net assets derived from                
principal transactions   284,033   2,992   (77,262)   (11,248)
Total increase (decrease) in net assets   334,170   5,689   (74,695)   (8,503)
Net assets at December 31, 2007   963,329   47,659   574,507   89,772
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   16,065   248   29,128   311
Total realized gain (loss) on investments                
and capital gains distributions   26,706   971   (28,548)   3,267
Net unrealized appreciation (depreciation)                
of investments   (24,763)   (534)   (119,890)   (32,243)
Net increase (decrease) in net assets from operations   18,008   685   (119,310)   (28,665)
Changes from principal transactions:                
Premiums   544,471   530   12,172   3,746
Death Benefits   (19,557)   (548)   (8,960)   (590)
Surrenders and withdrawals   604,672   13,059   (132,629)   (18,609)
Transfers between Divisions                
(including fixed account), net   1,351   18   384   73
Increase (decrease) in net assets derived from                
principal transactions   1,130,937   13,059   (129,033)   (15,380)
Total increase (decrease) in net assets   1,148,945   13,744   (248,343)   (44,045)
Net assets at December 31, 2008   $ 2,112,274   $ 61,403   $ 326,164   $ 45,727
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    103            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

        ING T. Rowe   ING T. Rowe    
    ING Pioneer   Price Capital   Price Capital   ING T. Rowe
    Mid Cap Value   Appreciation   Appreciation   Price Equity
    Portfolio -   Portfolio -   Portfolio -   Income Portfolio
    Service Class   Service Class   Service 2 Class   - Service Class
Net assets at January 1, 2007   $ 627,662   $ 2,587,523   $ 115,607   $ 1,025,488
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (12,046)   (9,555)   (946)   (7,686)
Total realized gain (loss) on investments                
and capital gains distributions   44,941   309,725   14,745   74,008
Net unrealized appreciation (depreciation)                
of investments   (13,818)   (245,301)   (11,696)   (55,478)
Net increase (decrease) in net assets from operations   19,077   54,869   2,103   10,844
Changes from principal transactions:                
Premiums   70,735   353,350   1,689   65,288
Surrenders and withdrawals   (63,793)   (257,732)   (7,044)   (143,016)
Benefit payments   (4,768)   (31,204)   (519)   (13,286)
Transfers between Divisions                
(including fixed account), net   (28)   68   (25)   186
Increase (decrease) in net assets derived from                
principal transactions   2,146   64,482   (5,899)   (90,828)
Total increase (decrease) in net assets   21,223   119,351   (3,796)   (79,984)
Net assets at December 31, 2007   648,885   2,706,874   111,811   945,504
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (4,246)   47,843   1,006   14,583
Total realized gain (loss) on investments                
and capital gains distributions   26,099   266,409   8,218   66,730
Net unrealized appreciation (depreciation)                
of investments   (282,330)   (1,115,753)   (40,232)   (417,963)
Net increase (decrease) in net assets from operations   (260,477)   (801,501)   (31,008)   (336,650)
Changes from principal transactions:                
Premiums   38,279   347,161   535   51,317
Death Benefits   (6,276)   (35,146)   (486)   (11,855)
Surrenders and withdrawals   73,101   (257,446)   (11,331)   (95,089)
Transfers between Divisions                
(including fixed account), net   687   2,090   8   733
Increase (decrease) in net assets derived from                
principal transactions   105,791   56,659   (11,274)   (54,894)
Total increase (decrease) in net assets   (154,686)   (744,842)   (42,282)   (391,544)
Net assets at December 31, 2008   $ 494,199   $ 1,962,032   $ 69,529   $ 553,960
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    104            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING T. Rowe   ING Templeton   ING Templeton   ING UBS U.S.
    Price Equity   Global Growth   Global Growth   Allocation
    Income Portfolio   Portfolio -   Portfolio -   Portfolio -
    - Service 2 Class   Service Class   Service 2 Class   Service Class
Net assets at January 1, 2007   $ 36,444   $ 466,167   $ 8,479   $ 103,723
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (418)   (4,928)   (138)   (105)
Total realized gain (loss) on investments                
and capital gains distributions   2,495   27,223   488   12,041
Net unrealized appreciation (depreciation)                
of investments   (1,826)   (20,872)   (368)   (11,739)
Net increase (decrease) in net assets from operations   251   1,423   (18)   197
Changes from principal transactions:                
Premiums   595   54,677   383   36
Surrenders and withdrawals   (2,327)   (68,290)   (666)   (18,225)
Benefit payments   (246)   (6,221)   (6)   (1,241)
Transfers between Divisions                
(including fixed account), net   (3)   316   (3)   (11)
Increase (decrease) in net assets derived from                
principal transactions   (1,981)   (19,518)   (292)   (19,441)
Total increase (decrease) in net assets   (1,730)   (18,095)   (310)   (19,244)
Net assets at December 31, 2007   34,714   448,072   8,169   84,479
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   354   (3,928)   (108)   1,692
Total realized gain (loss) on investments                
and capital gains distributions   2,322   23,014   373   2,320
Net unrealized appreciation (depreciation)                
of investments   (15,168)   (192,003)   (3,147)   (8,827)
Net increase (decrease) in net assets from operations   (12,492)   (172,917)   (2,882)   (4,815)
Changes from principal transactions:                
Premiums   154   24,014   76   15
Death Benefits   (113)   (5,219)   (21)   (248)
Surrenders and withdrawals   (2,123)   (59,735)   (1,604)   (79,442)
Transfers between Divisions                
(including fixed account), net   20   225   -   11
Increase (decrease) in net assets derived from                
principal transactions   (2,062)   (40,715)   (1,549)   (79,664)
Total increase (decrease) in net assets   (14,554)   (213,632)   (4,431)   (84,479)
Net assets at December 31, 2008   $ 20,160   $ 234,440   $ 3,738   $ -
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    105            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

        ING Van   ING Van   ING Van
    ING UBS U.S.   Kampen Capital   Kampen Capital   Kampen Global
    Allocation   Growth   Growth   Franchise
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service 2 Class   Service Class   Service 2 Class   Service Class
Net assets at January 1, 2007   $ 5,333   $ 56,357   $ 13,405   $ 308,178
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (32)   (1,295)   (345)   (7,821)
Total realized gain (loss) on investments                
and capital gains distributions   553   6,110   1,126   32,575
Net unrealized appreciation (depreciation)                
of investments   (539)   4,882   1,534   (2,719)
Net increase (decrease) in net assets from operations   (18)   9,697   2,315   22,035
Changes from principal transactions:                
Premiums   (2)   1,552   121   57,919
Surrenders and withdrawals   (738)   (12,667)   (1,384)   (45,318)
Benefit payments   -   (698)   -   (3,178)
Transfers between Divisions                
(including fixed account), net   (1)   (8)   (2)   (5)
Increase (decrease) in net assets derived from                
principal transactions   (741)   (11,821)   (1,265)   9,418
Total increase (decrease) in net assets   (759)   (2,124)   1,050   31,453
Net assets at December 31, 2007   4,574   54,233   14,455   339,631
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   87   (3,132)   (101)   (1,327)
Total realized gain (loss) on investments                
and capital gains distributions   (114)   2,535   2,823   27,416
Net unrealized appreciation (depreciation)                
of investments   (244)   (105,018)   (3,582)   (126,436)
Net increase (decrease) in net assets from operations   (271)   (105,615)   (860)   (100,347)
Changes from principal transactions:                
Premiums   -   6,646   14   30,043
Death Benefits   (7)   (1,161)   (12)   (1,843)
Surrenders and withdrawals   (4,296)   156,622   (13,585)   (52,106)
Transfers between Divisions                
(including fixed account), net   -   112   -   269
Increase (decrease) in net assets derived from                
principal transactions   (4,303)   162,219   (13,583)   (23,637)
Total increase (decrease) in net assets   (4,574)   56,604   (14,443)   (123,984)
Net assets at December 31, 2008   $ -   $ 110,837   $ 12   $ 215,647
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    106            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

        ING Van        
    ING Van   Kampen Global   ING Van   ING Van
    Kampen Global   Tactical Asset   Kampen   Kampen
    Franchise   Allocation   Growth and   Growth and
    Portfolio -   Portfolio -   Income Portfolio   Income Portfolio
    Service 2 Class   Service Class   - Service Class   - Service 2 Class
Net assets at January 1, 2007   $ 84,046   $ -   $ 851,385   $ 80,594
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (2,153)   -   (3,783)   (881)
Total realized gain (loss) on investments                
and capital gains distributions   5,461   -   72,861   7,511
Net unrealized appreciation (depreciation)                
of investments   2,458   -   (61,555)   (6,569)
Net increase (decrease) in net assets from operations   5,766   -   7,523   61
Changes from principal transactions:                
Premiums   1,827   -   35,284   1,121
Surrenders and withdrawals   (4,385)   -   (139,852)   (4,320)
Benefit payments   (438)   -   (15,177)   (385)
Transfers between Divisions                
(including fixed account), net   (22)   -   42   24
Increase (decrease) in net assets derived from                
principal transactions   (3,018)   -   (119,703)   (3,560)
Total increase (decrease) in net assets   2,748   -   (112,180)   (3,499)
Net assets at December 31, 2007   86,794   -   739,205   77,095
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (608)   (6)   10,132   533
Total realized gain (loss) on investments                
and capital gains distributions   7,589   (39)   35,543   5,421
Net unrealized appreciation (depreciation)                
of investments   (32,223)   101   (274,166)   (30,500)
Net increase (decrease) in net assets from operations   (25,242)   56   (228,491)   (24,546)
Changes from principal transactions:                
Premiums   237   1,582   30,636   496
Death Benefits   (643)   -   (14,705)   (415)
Surrenders and withdrawals   (7,921)   1,087   (98,282)   (7,970)
Transfers between Divisions                
(including fixed account), net   56   -   593   2
Increase (decrease) in net assets derived from                
principal transactions   (8,271)   2,669   (81,758)   (7,887)
Total increase (decrease) in net assets   (33,513)   2,725   (310,249)   (32,433)
Net assets at December 31, 2008   $ 53,281   $ 2,725   $ 428,956   $ 44,662
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    107            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING Van           ING VP Index
    Kampen Large   ING Van   ING Van   Plus
    Cap Growth   Kampen Real   Kampen Real   International
    Portfolio -   Estate Portfolio   Estate Portfolio   Equity Portfolio
    Service Class   - Service Class   - Service 2 Class   - Service Class
Net assets at January 1, 2007   $ 185,025   $ 970,402   $ 40,981   $ 32,572
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (3,855)   (9,042)   (558)   (963)
Total realized gain (loss) on investments                
and capital gains distributions   1,259   250,976   6,608   4,798
Net unrealized appreciation (depreciation)                
of investments   4,782   (393,403)   (13,709)   (280)
Net increase (decrease) in net assets from operations   2,186   (151,469)   (7,659)   3,555
Changes from principal transactions:                
Premiums   4,533   85,266   823   9,158
Surrenders and withdrawals   (29,905)   (317,355)   (3,388)   (4,106)
Benefit payments   (1,229)   (8,036)   (178)   (178)
Transfers between Divisions                
(including fixed account), net   33   26   (10)   28
Increase (decrease) in net assets derived from                
principal transactions   (26,568)   (240,099)   (2,753)   4,902
Total increase (decrease) in net assets   (24,382)   (391,568)   (10,412)   8,457
Net assets at December 31, 2007   160,643   578,834   30,569   41,029
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (631)   (5,413)   (411)   1,178
Total realized gain (loss) on investments                
and capital gains distributions   (3,066)   82,687   4,652   4,668
Net unrealized appreciation (depreciation)                
of investments   (5,108)   (269,772)   (15,142)   (21,719)
Net increase (decrease) in net assets from operations   (8,805)   (192,498)   (10,901)   (15,873)
Changes from principal transactions:                
Premiums   1,745   10,443   219   1,354
Death Benefits   (770)   (5,616)   (134)   (272)
Surrenders and withdrawals   (152,818)   (120,639)   (3,901)   (9,007)
Transfers between Divisions                
(including fixed account), net   5   314   4   18
Increase (decrease) in net assets derived from                
principal transactions   (151,838)   (115,498)   (3,812)   (7,907)
Total increase (decrease) in net assets   (160,643)   (307,996)   (14,713)   (23,780)
Net assets at December 31, 2008   $ -   $ 270,838   $ 15,856   $ 17,249
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    108            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING VP Index   ING Wells   ING Wells   ING Wells
    Plus   Fargo   Fargo   Fargo Small
    International   Disciplined   Disciplined   Cap Disciplined
    Equity Portfolio   Value Portfolio -   Value Portfolio -   Portfolio -
    - Service 2 Class   Service Class   Service 2 Class   Service Class
Net assets at January 1, 2007   $ 688   $ 275,268   $ 4,737   $ 24,614
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (23)   (2,158)   (73)   (478)
Total realized gain (loss) on investments                
and capital gains distributions   72   28,889   201   1,287
Net unrealized appreciation (depreciation)                
of investments   (5)   (37,758)   (402)   (1,634)
Net increase (decrease) in net assets from operations   44   (11,027)   (274)   (825)
Changes from principal transactions:                
Premiums   40   2,680   52   3,124
Surrenders and withdrawals   87   (52,671)   (362)   (12,520)
Benefit payments   (59)   (6,380)   (21)   (94)
Transfers between Divisions                
(including fixed account), net   -   56   -   11
Increase (decrease) in net assets derived from                
principal transactions   68   (56,315)   (331)   (9,479)
Total increase (decrease) in net assets   112   (67,342)   (605)   (10,304)
Net assets at December 31, 2007   800   207,926   4,132   14,310
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   14   2,113   18   (157)
Total realized gain (loss) on investments                
and capital gains distributions   93   46,675   200   345
Net unrealized appreciation (depreciation)                
of investments   (384)   (67,364)   (623)   (4,172)
Net increase (decrease) in net assets from operations   (277)   (18,576)   (405)   (3,984)
Changes from principal transactions:                
Premiums   -   (29)   -   5
Death Benefits   (6)   (3,396)   (11)   (103)
Surrenders and withdrawals   (234)   (186,038)   (3,716)   (3,636)
Transfers between Divisions                
(including fixed account), net   1   113   -   2
Increase (decrease) in net assets derived from                
principal transactions   (239)   (189,350)   (3,727)   (3,732)
Total increase (decrease) in net assets   (516)   (207,926)   (4,132)   (7,716)
Net assets at December 31, 2008   $ 284   $ -   $ -   $ 6,594
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    109            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING Wells       ING American   ING American
    Fargo Small       Century Large   Century Small-
    Cap Disciplined   ING Diversified   Company Value   Mid Cap Value
    Portfolio -   International   Portfolio -   Portfolio -
    Service 2 Class   Fund - Class R   Service Class   Service Class
Net assets at January 1, 2007   $ 1,313   $ 76   $ 775   $ 611
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (18)   1   3   (3)
Total realized gain (loss) on investments                
and capital gains distributions   53   16   84   100
Net unrealized appreciation (depreciation)                
of investments   (86)   20   (100)   (116)
Net increase (decrease) in net assets from operations   (51)   37   (13)   (19)
Changes from principal transactions:                
Premiums   4   388   57   170
Surrenders and withdrawals   (624)   (104)   (291)   (243)
Benefit payments   -   -   -   -
Transfers between Divisions                
(including fixed account), net   (1)   1   (1)   -
Increase (decrease) in net assets derived from                
principal transactions   (621)   285   (235)   (73)
Total increase (decrease) in net assets   (672)   322   (248)   (92)
Net assets at December 31, 2007   641   398   527   519
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (9)   17   61   (2)
Total realized gain (loss) on investments                
and capital gains distributions   52   (4)   134   36
Net unrealized appreciation (depreciation)                
of investments   (249)   (181)   (417)   (181)
Net increase (decrease) in net assets from operations   (206)   (168)   (222)   (147)
Changes from principal transactions:                
Premiums   -   -   141   99
Death Benefits   -   (12)   -   -
Surrenders and withdrawals   (66)   (37)   (61)   (67)
Transfers between Divisions                
(including fixed account), net   -   1   -   -
Increase (decrease) in net assets derived from                
principal transactions   (66)   (48)   80   32
Total increase (decrease) in net assets   (272)   (216)   (142)   (115)
Net assets at December 31, 2008   $ 369   $ 182   $ 385   $ 404
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    110            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING Baron   ING Columbia        
    Small Cap   Small Cap   ING Davis New   ING JPMorgan
    Growth   Value II   York Venture   International
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service Class   Service Class   Service Class
Net assets at January 1, 2007   $ 147,898   $ 71,511   $ 92,112   $ 151,961
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (4,214)   (2,396)   (2,583)   (830)
Total realized gain (loss) on investments                
and capital gains distributions   6,003   2,279   1,339   14,517
Net unrealized appreciation (depreciation)                
of investments   2,621   (2,362)   1,618   (2,554)
Net increase (decrease) in net assets from operations   4,410   (2,479)   374   11,133
Changes from principal transactions:                
Premiums   62,220   54,681   72,963   27,041
Surrenders and withdrawals   27,029   20,848   18,182   (9,472)
Benefit payments   (913)   (496)   (767)   (1,271)
Transfers between Divisions                
(including fixed account), net   (14)   33   8   (16)
Increase (decrease) in net assets derived from                
principal transactions   88,322   75,066   90,386   16,282
Total increase (decrease) in net assets   92,732   72,587   90,760   27,415
Net assets at December 31, 2007   240,630   144,098   182,872   179,376
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (4,990)   (3,448)   (3,123)   3,403
Total realized gain (loss) on investments                
and capital gains distributions   5,685   (5,329)   215   13,421
Net unrealized appreciation (depreciation)                
of investments   (119,270)   (61,222)   (101,313)   (23,980)
Net increase (decrease) in net assets from operations   (118,575)   (69,999)   (104,221)   (7,156)
Changes from principal transactions:                
Premiums   55,059   43,380   73,729   7,756
Death Benefits   (2,009)   (1,068)   (1,552)   (475)
Surrenders and withdrawals   2,034   19,602   34,895   (179,497)
Transfers between Divisions                
(including fixed account), net   149   77   177   (4)
Increase (decrease) in net assets derived from                
principal transactions   55,233   61,991   107,249   (172,220)
Total increase (decrease) in net assets   (63,342)   (8,008)   3,028   (179,376)
Net assets at December 31, 2008   $ 177,288   $ 136,090   $ 185,900   $ -
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    111            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

        ING Legg        
        Mason Partners   ING Neuberger   ING Neuberger
    ING JPMorgan   Aggressive   Berman   Berman
    Mid Cap Value   Growth   Partners   Regency
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service Class   Service Class   Service Class
Net assets at January 1, 2007   $ 25,829   $ 166,845   $ 174,800   $ 3,112
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (292)   (3,875)   (2,783)   (111)
Total realized gain (loss) on investments                
and capital gains distributions   2,445   6,867   8,632   582
Net unrealized appreciation (depreciation)                
of investments   (1,909)   (9,689)   4,985   (905)
Net increase (decrease) in net assets from operations   244   (6,697)   10,834   (434)
Changes from principal transactions:                
Premiums   2,603   12,492   777   5,334
Surrenders and withdrawals   (5,089)   (18,991)   (32,997)   4,922
Benefit payments   (419)   (1,454)   (4,557)   (54)
Transfers between Divisions                
(including fixed account), net   (3)   4   26   2
Increase (decrease) in net assets derived from                
principal transactions   (2,908)   (7,949)   (36,751)   10,204
Total increase (decrease) in net assets   (2,664)   (14,646)   (25,917)   9,770
Net assets at December 31, 2007   23,165   152,199   148,883   12,882
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   333   (3,049)   (2,160)   (97)
Total realized gain (loss) on investments                
and capital gains distributions   (450)   2,193   (5,162)   (681)
Net unrealized appreciation (depreciation)                
of investments   (12,251)   (56,620)   (61,029)   737
Net increase (decrease) in net assets from operations   (12,368)   (57,476)   (68,351)   (41)
Changes from principal transactions:                
Premiums   10,993   4,090   25   1,853
Death Benefits   (411)   (1,289)   (3,114)   (17)
Surrenders and withdrawals   14,247   (18,260)   (19,246)   (14,680)
Transfers between Divisions                
(including fixed account), net   38   95   130   3
Increase (decrease) in net assets derived from                
principal transactions   24,867   (15,364)   (22,205)   (12,841)
Total increase (decrease) in net assets   12,499   (72,840)   (90,556)   (12,882)
Net assets at December 31, 2008   $ 35,664   $ 79,359   $ 58,327   $ -
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    112            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

              ING
    ING OpCap   ING   ING   Oppenheimer
    Balanced Value   Oppenheimer   Oppenheimer   Strategic
    Portfolio -   Global Portfolio   Global Portfolio   Income Portfolio
    Service Class   - Initial Class   - Service Class   - Service Class
Net assets at January 1, 2007   $ 731   $ 16,934   $ 108,798   $ 4,165
 
Increase (decrease) in net assets                    
Operations:                    
Net investment income (loss)       2   (47)   (1,436)   249
Total realized gain (loss) on investments                    
and capital gains distributions       105   1,747   8,180   37
Net unrealized appreciation (depreciation)                    
of investments       (135)   (842)   (2,887)   208
Net increase (decrease) in net assets from operations       (28)   858   3,857   494
Changes from principal transactions:                    
Premiums       194   3   43,187   3,358
Surrenders and withdrawals       (273)   (3,488)   5,573   2,046
Benefit payments       -   -   (1,381)   (17)
Transfers between Divisions                    
(including fixed account), net       -   -   2   (1)
Increase (decrease) in net assets derived from                    
principal transactions       (79)   (3,485)   47,381   5,386
Total increase (decrease) in net assets       (107)   (2,627)   51,238   5,880
Net assets at December 31, 2007       624   14,307   160,036   10,045
 
Increase (decrease) in net assets                    
Operations:                    
Net investment income (loss)       22   92   76   495
Total realized gain (loss) on investments                    
and capital gains distributions       (295)   1,069   9,406   33
Net unrealized appreciation (depreciation)                    
of investments       55   (6,344)   (83,530)   (2,559)
Net increase (decrease) in net assets from operations       (218)   (5,183)   (74,048)   (2,031)
Changes from principal transactions:                    
Premiums       36   (3)   30,768   2,496
Death Benefits       (17)   (118)   (1,334)   (26)
Surrenders and withdrawals       (427)   (2,395)   (10,145)   (1,598)
Transfers between Divisions                    
(including fixed account), net       2   3   56   -
Increase (decrease) in net assets derived from                    
principal transactions       (406)   (2,513)   19,345   872
Total increase (decrease) in net assets       (624)   (7,696)   (54,703)   (1,159)
Net assets at December 31, 2008   $ -   $ 6,611   $ 105,333   $ 8,886
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    113                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING PIMCO            
    Total Return   ING Solution   ING Solution   ING Solution
    Portfolio -   2015 Portfolio -   2025 Portfolio -   2035 Portfolio -
    Service Class   Service Class   Service Class   Service Class
Net assets at January 1, 2007   $ 2,982   $ 3,262   $ 2,527   $ 1,583
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   90   (47)   (41)   (39)
Total realized gain (loss) on investments                
and capital gains distributions   20   110   94   243
Net unrealized appreciation (depreciation)                
of investments   207   27   32   (86)
Net increase (decrease) in net assets from operations   317   90   85   118
Changes from principal transactions:                
Premiums   1,184   6,126   4,078   7,364
Surrenders and withdrawals   262   (188)   (182)   (1,312)
Benefit payments   (1)   -   -   -
Transfers between Divisions                
(including fixed account), net   -   -   -   -
Increase (decrease) in net assets derived from                
principal transactions   1,445   5,938   3,896   6,052
Total increase (decrease) in net assets   1,762   6,028   3,981   6,170
Net assets at December 31, 2007   4,744   9,290   6,508   7,753
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   295   26   (5)   (19)
Total realized gain (loss) on investments                
and capital gains distributions   123   270   231   229
Net unrealized appreciation (depreciation)                
of investments   (581)   (4,044)   (3,820)   (4,646)
Net increase (decrease) in net assets from operations   (163)   (3,748)   (3,594)   (4,436)
Changes from principal transactions:                
Premiums   3,764   7,661   6,839   4,482
Death Benefits   (49)   (12)   -   -
Surrenders and withdrawals   293   (1,942)   (615)   155
Transfers between Divisions                
(including fixed account), net   -   -   -   -
Increase (decrease) in net assets derived from                
principal transactions   4,008   5,707   6,224   4,637
Total increase (decrease) in net assets   3,845   1,959   2,630   201
Net assets at December 31, 2008   $ 8,589   $ 11,249   $ 9,138   $ 7,954
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    114            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

            ING T. Rowe    
            Price Diversified    
            Mid Cap   ING T. Rowe
    ING Solution   ING Solution   Growth   Price Growth
    2045 Portfolio -   Income Portfolio   Portfolio -   Equity Portfolio
    Service Class   - Service Class   Service Class   - Service Class
Net assets at January 1, 2007   $ 312   $ 566   $ 2,030   $ 4,288
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (6)   (8)   (27)   (237)
Total realized gain (loss) on investments                
and capital gains distributions   40   13   322   1,461
Net unrealized appreciation (depreciation)                
of investments   (11)   76   (52)   (982)
Net increase (decrease) in net assets from operations   23   81   243   242
Changes from principal transactions:                
Premiums   682   3,530   1,353   12,298
Surrenders and withdrawals   118   481   (399)   18,993
Benefit payments   -   -   (11)   -
Transfers between Divisions                
(including fixed account), net   -   (1)   (1)   2
Increase (decrease) in net assets derived from                
principal transactions   800   4,010   942   31,293
Total increase (decrease) in net assets   823   4,091   1,185   31,535
Net assets at December 31, 2007   1,135   4,657   3,215   35,823
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (4)   34   (42)   (352)
Total realized gain (loss) on investments                
and capital gains distributions   29   (11)   570   (247)
Net unrealized appreciation (depreciation)                
of investments   (729)   (1,126)   (2,542)   (18,202)
Net increase (decrease) in net assets from operations   (704)   (1,103)   (2,014)   (18,801)
Changes from principal transactions:                
Premiums   848   3,126   1,941   12,533
Death Benefits   -   (19)   (6)   (60)
Surrenders and withdrawals   (54)   (1,192)   (46)   927
Transfers between Divisions                
(including fixed account), net   -   -   -   3
Increase (decrease) in net assets derived from                
principal transactions   794   1,915   1,889   13,403
Total increase (decrease) in net assets   90   812   (125)   (5,398)
Net assets at December 31, 2008   $ 1,225   $ 5,469   $ 3,090   $ 30,425
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    115            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING Templeton           ING UBS U.S.
    Foreign Equity   ING Thornburg   ING Thornburg   Large Cap
    Portfolio -   Value Portfolio -   Value Portfolio -   Equity Portfolio
    Service Class   Initial Class   Service Class   - Service Class
Net assets at January 1, 2007   $ 25,226   $ 3,324   $ 6,794   $ 22,611
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (626)   (38)   (275)   (293)
Total realized gain (loss) on investments                
and capital gains distributions   5,650   304   1,028   1,645
Net unrealized appreciation (depreciation)                
of investments   160   (91)   214   (1,277)
Net increase (decrease) in net assets from operations   5,184   175   967   75
Changes from principal transactions:                
Premiums   40,646   7   3,704   1,885
Surrenders and withdrawals   39,975   (861)   2,060   (10,390)
Benefit payments   (477)   (11)   (63)   (77)
Transfers between Divisions                
(including fixed account), net   25   (1)   (2)   -
Increase (decrease) in net assets derived from                
principal transactions   80,169   (866)   5,699   (8,582)
Total increase (decrease) in net assets   85,353   (691)   6,666   (8,507)
Net assets at December 31, 2007   110,579   2,633   13,460   14,104
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (10)   (24)   (171)   (59)
Total realized gain (loss) on investments                
and capital gains distributions   (11,417)   53   (649)   (386)
Net unrealized appreciation (depreciation)                
of investments   (99,767)   (982)   (3,397)   (4,402)
Net increase (decrease) in net assets from operations   (111,194)   (953)   (4,217)   (4,847)
Changes from principal transactions:                
Premiums   31,221   1   298   300
Death Benefits   (1,752)   (27)   (24)   (67)
Surrenders and withdrawals   130,775   (461)   (4,571)   (3,347)
Transfers between Divisions                
(including fixed account), net   97   -   2   2
Increase (decrease) in net assets derived from                
principal transactions   160,341   (487)   (4,295)   (3,112)
Total increase (decrease) in net assets   49,147   (1,440)   (8,512)   (7,959)
Net assets at December 31, 2008   $ 159,726   $ 1,193   $ 4,948   $ 6,145
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    116            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING UBS U.S.   ING Van   ING Van   ING Van
    Small Cap   Kampen   Kampen Equity   Kampen Equity
    Growth   Comstock   and Income   and Income
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Service Class   Service Class   Initial Class   Service Class
Net assets at January 1, 2007   $ 5,004   $ 219,324   $ 3,913   $ 61,397
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (104)   (2,449)   (211)   413
Total realized gain (loss) on investments                
and capital gains distributions   364   11,466   174   2,687
Net unrealized appreciation (depreciation)                
of investments   (103)   (19,509)   (133)   (2,862)
Net increase (decrease) in net assets from operations   157   (10,492)   (170)   238
Changes from principal transactions:                
Premiums   777   25,028   (22,891)   56,424
Surrenders and withdrawals   (3,351)   (9,958)   23,083   (15,742)
Benefit payments   (33)   (1,918)   (402)   (205)
Transfers between Divisions                
(including fixed account), net   2   -   9   1
Increase (decrease) in net assets derived from                
principal transactions   (2,605)   13,152   (201)   40,478
Total increase (decrease) in net assets   (2,448)   2,660   (371)   40,716
Net assets at December 31, 2007   2,556   221,984   3,542   102,113
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (29)   2,845   (776)   7,219
Total realized gain (loss) on investments                
and capital gains distributions   (384)   9,531   148   6,689
Net unrealized appreciation (depreciation)                
of investments   182   (93,914)   (1,005)   (61,660)
Net increase (decrease) in net assets from operations   (231)   (81,538)   (1,633)   (47,752)
Changes from principal transactions:                
Premiums   1   15,327   (80,169)   115,558
Death Benefits   (6)   (2,007)   (2,070)   -
Surrenders and withdrawals   (2,320)   (18,736)   82,272   7
Transfers between Divisions                
(including fixed account), net   -   174   134   -
Increase (decrease) in net assets derived from                
principal transactions   (2,325)   (5,242)   167   115,565
Total increase (decrease) in net assets   (2,556)   (86,780)   (1,466)   67,813
Net assets at December 31, 2008   $ -   $ 135,204   $ 2,076   $ 169,926
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    117            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING VP   ING VP   ING VP    
    Strategic   Strategic   Strategic    
    Allocation   Allocation   Allocation   ING VP Growth
    Conservative   Growth   Moderate   and Income
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Class S   Class S   Class S   Class I
Net assets at January 1, 2007   $ 717   $ 308   $ 693   $ -
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   2   2   7   2
Total realized gain (loss) on investments                
and capital gains distributions   24   22   35   -
Net unrealized appreciation (depreciation)                
of investments   4   (17)   (12)   -
Net increase (decrease) in net assets from operations   30   7   30   2
Changes from principal transactions:                
Premiums   2,270   139   161   -
Surrenders and withdrawals   (1,569)   -   (23)   148
Benefit payments   (3)   -   -   -
Transfers between Divisions                
(including fixed account), net   -   1   1   -
Increase (decrease) in net assets derived from                
principal transactions   698   140   139   148
Total increase (decrease) in net assets   728   147   169   150
Net assets at December 31, 2007   1,445   455   862   150
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   31   8   14   -
Total realized gain (loss) on investments                
and capital gains distributions   84   72   52   (1)
Net unrealized appreciation (depreciation)                
of investments   (514)   (358)   (343)   (56)
Net increase (decrease) in net assets from operations   (399)   (278)   (277)   (57)
Changes from principal transactions:                
Premiums   9,225   335   161   1
Death Benefits   (24)   -   -   -
Surrenders and withdrawals   (9,077)   -   (173)   (4)
Transfers between Divisions                
(including fixed account), net   -   -   -   -
Increase (decrease) in net assets derived from                
principal transactions   124   335   (12)   (3)
Total increase (decrease) in net assets   (275)   57   (289)   (60)
Net assets at December 31, 2008   $ 1,170   $ 512   $ 573   $ 90
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    118            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING VP Growth            
    and Income   ING GET U.S.   ING GET U.S.   ING GET U.S.
    Portfolio -   Core Portfolio -   Core Portfolio -   Core Portfolio -
    Class S   Series 1   Series 2   Series 3
Net assets at January 1, 2007   $ 4,758   $ 91,376   $ 64,559   $ 68,420
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   42   251   416   187
Total realized gain (loss) on investments                
and capital gains distributions   213   2,435   1,005   984
Net unrealized appreciation (depreciation)                
of investments   43   (1,124)   (14)   401
Net increase (decrease) in net assets from operations   298   1,562   1,407   1,572
Changes from principal transactions:                
Premiums   2,396   (106)   (34)   93
Surrenders and withdrawals   (30)   (18,269)   (13,858)   (20,242)
Benefit payments   -   (1,109)   (541)   (462)
Transfers between Divisions                
(including fixed account), net   (2)   (2)   (3)   (1)
Increase (decrease) in net assets derived from                
principal transactions   2,364   (19,486)   (14,436)   (20,612)
Total increase (decrease) in net assets   2,662   (17,924)   (13,029)   (19,040)
Net assets at December 31, 2007   7,420   73,452   51,530   49,380
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   2,729   1,443   1,198   (14)
Total realized gain (loss) on investments                
and capital gains distributions   (10,390)   (2,654)   (2,843)   2,163
Net unrealized appreciation (depreciation)                
of investments   (112,193)   (2,509)   (1,790)   (4,695)
Net increase (decrease) in net assets from operations   (119,854)   (3,720)   (3,435)   (2,546)
Changes from principal transactions:                
Premiums   7,206   (191)   (89)   (38)
Death Benefits   (2,091)   (1,041)   (780)   (792)
Surrenders and withdrawals   381,576   (68,577)   (47,391)   (7,220)
Transfers between Divisions                
(including fixed account), net   449   77   165   -
Increase (decrease) in net assets derived from                
principal transactions   387,140   (69,732)   (48,095)   (8,050)
Total increase (decrease) in net assets   267,286   (73,452)   (51,530)   (10,596)
Net assets at December 31, 2008   $ 274,706   $ -   $ -   $ 38,784
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    119            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING GET U.S.   ING GET U.S.   ING GET U.S.   ING GET U.S.
    Core Portfolio -   Core Portfolio -   Core Portfolio -   Core Portfolio -
    Series 4   Series 5   Series 6   Series 7
Net assets at January 1, 2007   $ 49,961   $ 28,664   $ 30,412   $ 22,891
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   304   (140)   47   52
Total realized gain (loss) on investments                
and capital gains distributions   2,119   1,708   2,009   1,349
Net unrealized appreciation (depreciation)                
of investments   (1,606)   (1,500)   (1,723)   (1,071)
Net increase (decrease) in net assets from operations   817   68   333   330
Changes from principal transactions:                
Premiums   (30)   (20)   (34)   (22)
Surrenders and withdrawals   (13,747)   (5,081)   (5,650)   (6,709)
Benefit payments   (1,141)   (322)   (113)   (279)
Transfers between Divisions                
(including fixed account), net   -   1   (1)   (1)
Increase (decrease) in net assets derived from                
principal transactions   (14,918)   (5,422)   (5,798)   (7,011)
Total increase (decrease) in net assets   (14,101)   (5,354)   (5,465)   (6,681)
Net assets at December 31, 2007   35,860   23,310   24,947   16,210
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   195   (161)   (77)   (41)
Total realized gain (loss) on investments                
and capital gains distributions   3,527   2,906   2,948   2,309
Net unrealized appreciation (depreciation)                
of investments   (6,328)   (4,867)   (4,865)   (3,389)
Net increase (decrease) in net assets from operations   (2,606)   (2,122)   (1,994)   (1,121)
Changes from principal transactions:                
Premiums   (38)   (49)   (43)   (30)
Death Benefits   (453)   (134)   (186)   (267)
Surrenders and withdrawals   (5,783)   (4,074)   (4,016)   (2,844)
Transfers between Divisions                
(including fixed account), net   -   -   -   -
Increase (decrease) in net assets derived from                
principal transactions   (6,274)   (4,257)   (4,245)   (3,141)
Total increase (decrease) in net assets   (8,880)   (6,379)   (6,239)   (4,262)
Net assets at December 31, 2008   $ 26,980   $ 16,931   $ 18,708   $ 11,948
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    120            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING GET U.S.   ING GET U.S.   ING GET U.S.   ING GET U.S.
    Core Portfolio -   Core Portfolio -   Core Portfolio -   Core Portfolio -
    Series 8   Series 9   Series 10   Series 11
Net assets at January 1, 2007   $ 10,909   $ 10,101   $ 8,614   $ 11,153
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   16   31   (37)   94
Total realized gain (loss) on investments                
and capital gains distributions   577   490   399   367
Net unrealized appreciation (depreciation)                
of investments   (422)   (329)   (241)   (446)
Net increase (decrease) in net assets from operations   171   192   121   15
Changes from principal transactions:                
Premiums   (3)   (27)   (4)   (11)
Surrenders and withdrawals   (1,097)   (2,701)   (2,638)   (2,201)
Benefit payments   (27)   (44)   -   (130)
Transfers between Divisions                
(including fixed account), net   2   -   2   1
Increase (decrease) in net assets derived from                
principal transactions   (1,125)   (2,772)   (2,640)   (2,341)
Total increase (decrease) in net assets   (954)   (2,580)   (2,519)   (2,326)
Net assets at December 31, 2007   9,955   7,521   6,095   8,827
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (24)   7   12   18
Total realized gain (loss) on investments                
and capital gains distributions   1,402   1,227   936   1,331
Net unrealized appreciation (depreciation)                
of investments   (2,176)   (1,766)   (1,310)   (1,525)
Net increase (decrease) in net assets from operations   (798)   (532)   (362)   (176)
Changes from principal transactions:                
Premiums   (19)   (2)   (8)   (2)
Death Benefits   (326)   (25)   -   (109)
Surrenders and withdrawals   (1,413)   (882)   (600)   (832)
Transfers between Divisions                
(including fixed account), net   -   -   -   -
Increase (decrease) in net assets derived from                
principal transactions   (1,758)   (909)   (608)   (943)
Total increase (decrease) in net assets   (2,556)   (1,441)   (970)   (1,119)
Net assets at December 31, 2008   $ 7,399   $ 6,080   $ 5,125   $ 7,708
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    121            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING GET U.S.   ING GET U.S.   ING GET U.S.   ING VP Global
    Core Portfolio -   Core Portfolio -   Core Portfolio -   Equity Dividend
    Series 12   Series 13   Series 14   Portfolio
Net assets at January 1, 2007   $ 4,768   $ 53,117   $ -   $ 61,740
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (47)   (700)   (1,429)   1,276
Total realized gain (loss) on investments                
and capital gains distributions   225   558   296   9,954
Net unrealized appreciation (depreciation)                
of investments   (135)   1,491   1,936   (10,566)
Net increase (decrease) in net assets from operations   43   1,349   803   664
Changes from principal transactions:                
Premiums   (9)   (64)   (122)   43
Surrenders and withdrawals   (788)   (17,983)   88,509   (11,391)
Benefit payments   -   (226)   (711)   (428)
Transfers between Divisions                
(including fixed account), net   -   -   7   (5)
Increase (decrease) in net assets derived from                
principal transactions   (797)   (18,273)   87,683   (11,781)
Total increase (decrease) in net assets   (754)   (16,924)   88,486   (11,117)
Net assets at December 31, 2007   4,014   36,193   88,486   50,623
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (25)   (36)   (257)   283
Total realized gain (loss) on investments                
and capital gains distributions   649   1,413   538   4,016
Net unrealized appreciation (depreciation)                
of investments   (958)   (1,623)   41   (6,705)
Net increase (decrease) in net assets from operations   (334)   (246)   322   (2,406)
Changes from principal transactions:                
Premiums   (8)   (39)   (157)   2
Death Benefits   (3)   (112)   (991)   (39)
Surrenders and withdrawals   (888)   (12,711)   (11,432)   (48,183)
Transfers between Divisions                
(including fixed account), net   -   -   (1)   3
Increase (decrease) in net assets derived from                
principal transactions   (899)   (12,862)   (12,581)   (48,217)
Total increase (decrease) in net assets   (1,233)   (13,108)   (12,259)   (50,623)
Net assets at December 31, 2008   $ 2,781   $ 23,085   $ 76,227   $ -
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    122            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

                ING Lehman
    ING BlackRock           Brothers U.S.
    Global Science   ING Global   ING   Aggregate Bond
and Technology Equity Option International Index®
    Portfolio -   Portfolio -   Index Portfolio -   Portfolio -
    Class S   Class S   Class S   Class S
Net assets at January 1, 2007   $ 550   $ -   $ -   $ -
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (9)   -   -   -
Total realized gain (loss) on investments                
and capital gains distributions   16   -   -   -
Net unrealized appreciation (depreciation)                
of investments   92   -   -   -
Net increase (decrease) in net assets from operations   99   -   -   -
Changes from principal transactions:                
Premiums   502   -   -   -
Surrenders and withdrawals   (10)   -   -   -
Benefit payments   -   -   -   -
Transfers between Divisions                
(including fixed account), net   (1)   -   -   -
Increase (decrease) in net assets derived from                
principal transactions   491   -   -   -
Total increase (decrease) in net assets   590   -   -   -
Net assets at December 31, 2007   1,140   -   -   -
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (2,008)   22   46   513
Total realized gain (loss) on investments                
and capital gains distributions   (6,000)   (1)   (755)   (164)
Net unrealized appreciation (depreciation)                
of investments   (42,952)   92   (1,100)   4,506
Net increase (decrease) in net assets from operations   (50,960)   113   (1,809)   4,855
Changes from principal transactions:                
Premiums   13,872   1,647   4,176   33,477
Death Benefits   (457)   -   (4)   (389)
Surrenders and withdrawals   123,782   284   3,678   139,284
Transfers between Divisions                
(including fixed account), net   49   -   -   34
Increase (decrease) in net assets derived from                
principal transactions   137,246   1,931   7,850   172,406
Total increase (decrease) in net assets   86,286   2,044   6,041   177,261
Net assets at December 31, 2008   $ 87,426   $ 2,044   $ 6,041   $ 177,261
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    123            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING            
    Opportunistic   ING   ING Russell™    
    Large Cap   Opportunistic   Global Large   ING Russell™
    Growth   Large Cap   Cap Index 85%   Large Cap
    Portfolio -   Value Portfolio -   Portfolio -   Index Portfolio -
    Class S   Class S   Class S   Class S
Net assets at January 1, 2007   $ 273   $ 27,029   $ -   $ -
 
Increase (decrease) in net assets                    
Operations:                    
Net investment income (loss)       (2)   (146)   -   -
Total realized gain (loss) on investments                    
and capital gains distributions       21   735   -   -
Net unrealized appreciation (depreciation)                    
of investments       29   (334)   -   -
Net increase (decrease) in net assets from operations       48   255   -   -
Changes from principal transactions:                    
Premiums       58   490   -   -
Surrenders and withdrawals       250   (4,755)   -   -
Benefit payments       -   (76)   -   -
Transfers between Divisions                    
(including fixed account), net       -   (2)   -   -
Increase (decrease) in net assets derived from                    
principal transactions       308   (4,343)   -   -
Total increase (decrease) in net assets       356   (4,088)   -   -
Net assets at December 31, 2007       629   22,941   -   -
 
Increase (decrease) in net assets                    
Operations:                    
Net investment income (loss)       (4)   (43)   23   58
Total realized gain (loss) on investments                    
and capital gains distributions       13   2,013   (50)   (2,760)
Net unrealized appreciation (depreciation)                    
of investments       (300)   (9,695)   161   (2,334)
Net increase (decrease) in net assets from operations       (291)   (7,725)   134   (5,036)
Changes from principal transactions:                    
Premiums       152   59   2,202   10,136
Death Benefits       -   (359)   -   (9)
Surrenders and withdrawals       (140)   (3,358)   389   17,812
Transfers between Divisions                    
(including fixed account), net       -   5   -   -
Increase (decrease) in net assets derived from                    
principal transactions       12   (3,653)   2,591   27,939
Total increase (decrease) in net assets       (279)   (11,378)   2,725   22,903
Net assets at December 31, 2008   $ 350   $ 11,563   $ 2,725   $ 22,903
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    124                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    ING Russell™   ING Russell™   ING VP Index   ING VP Index
    Mid Cap Index   Small Cap Index   Plus LargeCap   Plus MidCap
    Portfolio -   Portfolio -   Portfolio -   Portfolio -
    Class S   Class S   Class S   Class S
Net assets at January 1, 2007   $ -   $ -   $ 204,688   $ 220,692
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   -   -   (3,193)   (3,892)
Total realized gain (loss) on investments                
and capital gains distributions   -   -   13,187   23,058
Net unrealized appreciation (depreciation)                
of investments   -   -   (4,826)   (13,818)
Net increase (decrease) in net assets from operations   -   -   5,168   5,348
Changes from principal transactions:                
Premiums   -   -   24,433   36,194
Surrenders and withdrawals   -   -   71,011   (27,593)
Benefit payments   -   -   (2,104)   (1,778)
Transfers between Divisions                
(including fixed account), net   -   -   -   (10)
Increase (decrease) in net assets derived from                
principal transactions   -   -   93,340   6,813
Total increase (decrease) in net assets   -   -   98,508   12,161
Net assets at December 31, 2007   -   -   303,196   232,853
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   81   (32)   (55)   (1,912)
Total realized gain (loss) on investments                
and capital gains distributions   (1,525)   (5,156)   19,076   11,342
Net unrealized appreciation (depreciation)                
of investments   (5,755)   (23,030)   (136,091)   (89,601)
Net increase (decrease) in net assets from operations   (7,199)   (28,218)   (117,070)   (80,171)
Changes from principal transactions:                
Premiums   15,114   15,916   6,600   11,911
Death Benefits   (166)   (215)   (3,295)   (1,481)
Surrenders and withdrawals   14,874   83,014   (15,478)   (47,608)
Transfers between Divisions                
(including fixed account), net   26   30   420   140
Increase (decrease) in net assets derived from                
principal transactions   29,848   98,745   (11,753)   (37,038)
Total increase (decrease) in net assets   22,649   70,527   (128,823)   (117,209)
Net assets at December 31, 2008   $ 22,649   $ 70,527   $ 174,373   $ 115,644
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    125            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

            ING    
            WisdomTreeSM   ING VP
    ING VP Index   ING VP Small   Global High-   Financial
    Plus SmallCap   Company   Yielding Equity   Services
    Portfolio -   Portfolio -   Index Portfolio -   Portfolio -
    Class S   Class S   Class S   Class S
Net assets at January 1, 2007   $ 197,450   $ 2,151   $ -   $ 92,739
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (3,888)   (27)   -   (670)
Total realized gain (loss) on investments                
and capital gains distributions   23,486   389   -   8,794
Net unrealized appreciation (depreciation)                
of investments   (35,463)   (286)   -   (19,968)
Net increase (decrease) in net assets from operations   (15,865)   76   -   (11,844)
Changes from principal transactions:                
Premiums   26,470   951   -   7,734
Surrenders and withdrawals   (34,911)   (354)   -   (17,581)
Benefit payments   (1,297)   (21)   -   (499)
Transfers between Divisions                
(including fixed account), net   (14)   -   -   (61)
Increase (decrease) in net assets derived from                
principal transactions   (9,752)   576   -   (10,407)
Total increase (decrease) in net assets   (25,617)   652   -   (22,251)
Net assets at December 31, 2007   171,833   2,803   -   70,488
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (2,197)   (403)   2,343   (212)
Total realized gain (loss) on investments                
and capital gains distributions   (3,579)   (1,783)   (3,268)   (20,878)
Net unrealized appreciation (depreciation)                
of investments   (47,599)   (10,805)   (68,858)   6,684
Net increase (decrease) in net assets from operations   (53,375)   (12,991)   (69,783)   (14,406)
Changes from principal transactions:                
Premiums   6,895   14,100   126,979   6,214
Death Benefits   (807)   (16)   (482)   (1,235)
Surrenders and withdrawals   (36,030)   39,577   88,264   (61,076)
Transfers between Divisions                
(including fixed account), net   96   6   73   15
Increase (decrease) in net assets derived from                
principal transactions   (29,846)   53,667   214,834   (56,082)
Total increase (decrease) in net assets   (83,221)   40,676   145,051   (70,488)
Net assets at December 31, 2008   $ 88,612   $ 43,479   $ 145,051   $ -
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    126            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

        ING VP       ING VP
    ING VP   MidCap       SmallCap
    International   Opportunities   ING VP Real   Opportunities
    Value Portfolio -   Portfolio -   Estate Portfolio   Portfolio -
    Class S   Class S   - Class S   Class S
Net assets at January 1, 2007   $ 6,945   $ 25,935   $ 6,099   $ 116,669
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   44   (575)   146   (2,581)
Total realized gain (loss) on investments                
and capital gains distributions   1,910   1,752   555   13,167
Net unrealized appreciation (depreciation)                
of investments   (904)   4,194   (2,423)   (1,917)
Net increase (decrease) in net assets from operations   1,050   5,371   (1,722)   8,669
Changes from principal transactions:                
Premiums   5,756   621   3,244   1,819
Surrenders and withdrawals   (541)   (5,107)   105   (25,813)
Benefit payments   (27)   (406)   -   (1,048)
Transfers between Divisions                
(including fixed account), net   -   (2)   2   11
Increase (decrease) in net assets derived from                
principal transactions   5,188   (4,894)   3,351   (25,031)
Total increase (decrease) in net assets   6,238   477   1,629   (16,362)
Net assets at December 31, 2007   13,183   26,412   7,728   100,307
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   155   (4,642)   71   (1,880)
Total realized gain (loss) on investments                
and capital gains distributions   1,481   2,904   (1,693)   16,360
Net unrealized appreciation (depreciation)                
of investments   (8,028)   (128,278)   1,825   (46,306)
Net increase (decrease) in net assets from operations   (6,392)   (130,016)   203   (31,826)
Changes from principal transactions:                
Premiums   4,212   12,727   (7,934)   835
Death Benefits   (69)   (4,340)   -   (650)
Surrenders and withdrawals   (2,038)   318,336   3   (17,109)
Transfers between Divisions                
(including fixed account), net   -   233   -   34
Increase (decrease) in net assets derived from                
principal transactions   2,105   326,956   (7,931)   (16,890)
Total increase (decrease) in net assets   (4,287)   196,940   (7,728)   (48,716)
Net assets at December 31, 2008   $ 8,896   $ 223,352   $ -   $ 51,591
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    127            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

            Legg Mason    
            Partners    
            Variable   Legg Mason
    ING VP   ING VP   International   Partners
    Balanced   Intermediate   All Cap   Variable
    Portfolio -   Bond Portfolio -   Opportunity   Investors
    Class S   Class S   Portfolio   Portfolio
Net assets at January 1, 2007   $ 10,361   $ 616,032   $ 136   $ -
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   104   19,091   (1)   -
Total realized gain (loss) on investments                
and capital gains distributions   507   (1,995)   43   5
Net unrealized appreciation (depreciation)                
of investments   (233)   12,314   (36)   (9)
Net increase (decrease) in net assets from operations   378   29,410   6   (4)
Changes from principal transactions:                
Premiums   1,512   409,576   1   -
Surrenders and withdrawals   (2,289)   19,708   (29)   173
Benefit payments   (60)   (6,608)   (9)   -
Transfers between Divisions                
(including fixed account), net   (1)   43   (1)   -
Increase (decrease) in net assets derived from                
principal transactions   (838)   422,719   (38)   173
Total increase (decrease) in net assets   (460)   452,129   (32)   169
Net assets at December 31, 2007   9,901   1,068,161   104   169
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   151   40,270   -   (1)
Total realized gain (loss) on investments                
and capital gains distributions   349   11,087   (27)   (14)
Net unrealized appreciation (depreciation)                
of investments   (3,303)   (189,985)   (9)   (41)
Net increase (decrease) in net assets from operations   (2,803)   (138,628)   (36)   (56)
Changes from principal transactions:                
Premiums   1,422   251,904   1   1
Death Benefits   (254)   (10,787)   -   -
Surrenders and withdrawals   (1,867)   (49,564)   (30)   (41)
Transfers between Divisions                
(including fixed account), net   -   1,214   -   -
Increase (decrease) in net assets derived from                
principal transactions   (699)   192,767   (29)   (40)
Total increase (decrease) in net assets   (3,502)   54,139   (65)   (96)
Net assets at December 31, 2008   $ 6,399   $ 1,122,300   $ 39   $ 73
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    128            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

        Legg Mason   Oppenheimer    
    Legg Mason   Partners   Main Street   PIMCO Real
    Partners   Variable Money   Small Cap   Return Portfolio
    Variable High   Market   Fund®/VA -   - Administrative
    Income Portfolio   Portfolio   Service Class   Class
Net assets at January 1, 2007   $ 138   $ 23   $ 822   $ 1,301
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   8   (32)   (12)   61
Total realized gain (loss) on investments                
and capital gains distributions   4   -   45   (20)
Net unrealized appreciation (depreciation)                
of investments   (13)   -   (100)   127
Net increase (decrease) in net assets from operations   (1)   (32)   (67)   168
Changes from principal transactions:                
Premiums   -   -   526   810
Surrenders and withdrawals   (27)   174   42   151
Benefit payments   -   -   -   -
Transfers between Divisions                
(including fixed account), net   -   1   -   -
Increase (decrease) in net assets derived from                
principal transactions   (27)   175   568   961
Total increase (decrease) in net assets   (28)   143   501   1,129
Net assets at December 31, 2007   110   166   1,323   2,430
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   7   (1)   (11)   140
Total realized gain (loss) on investments                
and capital gains distributions   (1)   -   22   (5)
Net unrealized appreciation (depreciation)                
of investments   (30)   -   (523)   (981)
Net increase (decrease) in net assets from operations   (24)   (1)   (512)   (846)
Changes from principal transactions:                
Premiums   -   -   246   3,930
Death Benefits   -   -   (25)   -
Surrenders and withdrawals   (35)   (142)   (210)   1,998
Transfers between Divisions                
(including fixed account), net   -   -   -   3
Increase (decrease) in net assets derived from                
principal transactions   (35)   (142)   11   5,931
Total increase (decrease) in net assets   (59)   (143)   (501)   5,085
Net assets at December 31, 2008   $ 51   $ 23   $ 822   $ 7,515
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    129            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    Pioneer Equity   Pioneer Small        
    Income VCT   Cap Value VCT        
    Portfolio -   Portfolio -   ProFund VP   ProFund VP
    Class II   Class II   Bull   Europe 30
Net assets at January 1, 2007   $ 8,556   $ 6,765   $ 57,596   $ 29,949
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   184   (73)   (733)   (67)
Total realized gain (loss) on investments                
and capital gains distributions   769   1,215   3,588   2,536
Net unrealized appreciation (depreciation)                
of investments   (1,434)   (1,600)   (1,667)   796
Net increase (decrease) in net assets from operations   (481)   (458)   1,188   3,265
Changes from principal transactions:                
Premiums   8,823   3   602   24
Surrenders and withdrawals   (472)   (1,330)   (28,961)   (9,613)
Benefit payments   (89)   (103)   (362)   (204)
Transfers between Divisions                
(including fixed account), net   1   (4)   (1)   -
Increase (decrease) in net assets derived from                
principal transactions   8,263   (1,434)   (28,722)   (9,793)
Total increase (decrease) in net assets   7,782   (1,892)   (27,534)   (6,528)
Net assets at December 31, 2007   16,338   4,873   30,062   23,421
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   215   (52)   (521)   (59)
Total realized gain (loss) on investments                
and capital gains distributions   818   (47)   (191)   2,168
Net unrealized appreciation (depreciation)                
of investments   (6,571)   (1,586)   (9,414)   (11,280)
Net increase (decrease) in net assets from operations   (5,538)   (1,685)   (10,126)   (9,171)
Changes from principal transactions:                
Premiums   4,145   -   10   10
Death Benefits   (7)   (130)   (211)   (101)
Surrenders and withdrawals   (1,626)   (688)   (5,680)   (4,320)
Transfers between Divisions                
(including fixed account), net   11   18   (9)   (4)
Increase (decrease) in net assets derived from                
principal transactions   2,523   (800)   (5,890)   (4,415)
Total increase (decrease) in net assets   (3,015)   (2,485)   (16,016)   (13,586)
Net assets at December 31, 2008   $ 13,323   $ 2,388   $ 14,046   $ 9,835
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    130            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

                Wells Fargo
    ProFund VP       Wells Fargo   Advantage C&B
    Rising Rates   ProFund VP   Advantage Asset   Large Cap
    Opportunity   Small-Cap   Allocation Fund   Value Fund
Net assets at January 1, 2007   $ 47,606   $ 106,445   $ 3,422   $ 560
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   1,203   (1,326)   (7)   (7)
Total realized gain (loss) on investments                
and capital gains distributions   71   13,519   118   15
Net unrealized appreciation (depreciation)                
of investments   (3,446)   (14,654)   53   (25)
Net increase (decrease) in net assets from operations   (2,172)   (2,461)   164   (17)
Changes from principal transactions:                
Premiums   911   1,265   -   -
Surrenders and withdrawals   (15,742)   (39,646)   (305)   (47)
Benefit payments   (368)   (802)   -   (6)
Transfers between Divisions                
(including fixed account), net   (5)   (11)   1   (1)
Increase (decrease) in net assets derived from                
principal transactions   (15,204)   (39,194)   (304)   (54)
Total increase (decrease) in net assets   (17,376)   (41,655)   (140)   (71)
Net assets at December 31, 2007   30,230   64,790   3,282   489
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   645   (694)   (4)   (5)
Total realized gain (loss) on investments                
and capital gains distributions   (2,446)   (13,366)   204   (1)
Net unrealized appreciation (depreciation)                
of investments   (7,148)   9,293   (1,153)   (149)
Net increase (decrease) in net assets from operations   (8,949)   (4,767)   (953)   (155)
Changes from principal transactions:                
Premiums   10   (9)   -   -
Death Benefits   (354)   (170)   (8)   -
Surrenders and withdrawals   (7,744)   (59,845)   (332)   (101)
Transfers between Divisions                
(including fixed account), net   6   1   -   -
Increase (decrease) in net assets derived from                
principal transactions   (8,082)   (60,023)   (340)   (101)
Total increase (decrease) in net assets   (17,031)   (64,790)   (1,293)   (256)
Net assets at December 31, 2008   $ 13,199   $ -   $ 1,989   $ 233
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    131            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    Wells Fargo   Wells Fargo   Wells Fargo   Wells Fargo
    Advantage   Advantage   Advantage   Advantage
    Equity Income   Large Company   Money Market   Small Cap
    Fund   Growth Fund   Fund   Growth Fund
Net assets at January 1, 2007   $ 1,105   $ 2,876   $ 314   $ 910
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (10)   (71)   3   (22)
Total realized gain (loss) on investments                
and capital gains distributions   103   65   -   180
Net unrealized appreciation (depreciation)                
of investments   (87)   143   -   (66)
Net increase (decrease) in net assets from operations   6   137   3   92
Changes from principal transactions:                
Premiums   -   -   -   -
Surrenders and withdrawals   (106)   (284)   (190)   (117)
Benefit payments   -   (47)   -   -
Transfers between Divisions                
(including fixed account), net   (1)   (1)   -   (1)
Increase (decrease) in net assets derived from                
principal transactions   (107)   (332)   (190)   (118)
Total increase (decrease) in net assets   (101)   (195)   (187)   (26)
Net assets at December 31, 2007   1,004   2,681   127   884
 
Increase (decrease) in net assets                
Operations:                
Net investment income (loss)   (5)   (48)   (1)   (16)
Total realized gain (loss) on investments                
and capital gains distributions   99   3   -   179
Net unrealized appreciation (depreciation)                
of investments   (456)   (940)   -   (508)
Net increase (decrease) in net assets from operations   (362)   (985)   (1)   (345)
Changes from principal transactions:                
Premiums   -   -   -   -
Death Benefits   -   (42)   -   (8)
Surrenders and withdrawals   (113)   (346)   (83)   (112)
Transfers between Divisions                
(including fixed account), net   -   -   -   -
Increase (decrease) in net assets derived from                
principal transactions   (113)   (388)   (83)   (120)
Total increase (decrease) in net assets   (475)   (1,373)   (84)   (465)
Net assets at December 31, 2008   $ 529   $ 1,308   $ 43   $ 419
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
    132            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2008 and 2007
(Dollars in thousands)

    Wells Fargo      
    Advantage Total      
    Return Bond      
    Fund      
Net assets at January 1, 2007   $ 1,376      
       
Increase (decrease) in net assets          
Operations:          
Net investment income (loss)   30      
Total realized gain (loss) on investments          
and capital gains distributions   (4)      
Net unrealized appreciation (depreciation)          
of investments   23      
Net increase (decrease) in net assets from operations   49      
Changes from principal transactions:          
Premiums   -      
Surrenders and withdrawals   (111)      
Benefit payments   -      
Transfers between Divisions          
(including fixed account), net   -      
Increase (decrease) in net assets derived from          
principal transactions   (111)      
Total increase (decrease) in net assets   (62)      
Net assets at December 31, 2007   1,314      
       
Increase (decrease) in net assets          
Operations:          
Net investment income (loss)   30      
Total realized gain (loss) on investments          
and capital gains distributions   (9)      
Net unrealized appreciation (depreciation)          
of investments   (21)      
Net increase (decrease) in net assets from operations   -      
Changes from principal transactions:          
Premiums   -      
Death Benefits   -      
Surrenders and withdrawals   (285)      
Transfers between Divisions          
(including fixed account), net   -      
Increase (decrease) in net assets derived from          
principal transactions   (285)      
Total increase (decrease) in net assets   (285)      
Net assets at December 31, 2008   $ 1,029      
       
       
       
       
The accompanying notes are an integral part of these financial statements.
       
           

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

1. Organization

ING USA Annuity and Life Insurance Company Separate Account B (the “Account”) was
established by ING USA Annuity and Life Insurance Company (“ING USA” or the
“Company”) to support the operations of variable annuity contracts (“Contracts”). The
Company is an indirect, wholly owned subsidiary of ING America Insurance Holdings,
Inc. (“ING AIH”) an insurance holding company domiciled in the State of Delaware.
ING AIH is an indirect wholly owned subsidiary of ING Groep, N.V. (“ING”), a global
financial services holding company based in The Netherlands.

During 2008, the Account offered ING Architect Contracts, ING GoldenSelect Contracts,
and ING Retirement Solutions Rollover Choice Contracts (collectively, the “Contracts”).
ING GoldenSelect Contracts included Access, Premium Plus, ESII, and Landmark.

The Account includes the following discontinued offerings:

ING GoldenSelect Contracts:
   Access One (September 2003)
   DVA and DVA Series 100 (May 2000)
   DVA 80 (May 1991)
   DVA Plus (January 2004)
   Generations (October 2008)
   Granite PrimElite (May 2001)
   Opportunities and Legends (March 2007)
   Value (June 2003)
ING Simplicity Contracts (August 2007)
ING SmartDesign Contracts:
   Variable Annuity, Advantage and Signature (April 2008)
Wells Fargo ING Contracts:
   Opportunities and Landmark (June 2006)
ING Customized Solutions Focus Contracts (September 2004)

The Account also includes The Fund For Life Division, which is not included in the
accompanying financial statements, and which ceased to accept new Contracts effective
December 31, 1994.

The Account is registered as a unit investment trust with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended. ING USA
provides for variable accumulation and benefits under the Contracts by crediting annuity
considerations to one or more divisions within the Account or the ING USA guaranteed
interest division, the ING USA fixed interest division, and the fixed separate account,
which are not part of the Account, as directed by the contractowners. The portion of the
Account’s assets applicable to Contracts will not be charged with liabilities arising out of
any other business ING USA may conduct, but obligations of the Account, including the
promise to make benefit payments, are obligations of ING USA. The assets and
liabilities of the Account are clearly identified and distinguished from the other assets and
liabilities of ING USA.

                                                          134

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

At December 31, 2008, the Account had 180 investment divisions (the “Divisions”), 28
of which invest in independently managed mutual fund portfolios and 152 of which
invest in mutual fund portfolios managed by affiliates, either Directed Services LLC
(“DSL”) or ING Investments, LLC (“IIL”). The assets in each Division are invested in
shares of a designated mutual fund (“Fund”) of various investment trusts (the “Trusts”).
Investment Divisions at December 31, 2008 and related Trusts are as follows:

AIM Variable Insurance Funds:
     AIM V.I. Leisure Fund - Series I Shares
BlackRock Variable Series Funds, Inc.:
     BlackRock Global Allocation V.I. Fund - Class III**
Columbia Funds Variable Insurance Trust: 
     Columbia Asset Allocation Fund, Variable Series - Class A
     Columbia Federal Securities Fund, Variable Series - Class A
     Columbia Large Cap Growth Fund, Variable Series - Class A
     Columbia Small Cap Value Fund, Variable Series - Class B
     Columbia Small Company Growth Fund, Variable Series - Class A
Fidelity® Variable Insurance Products:
     Fidelity® VIP Equity-Income Portfolio - Service Class 2
Fidelity® Variable Insurance Products II: 
     Fidelity® VIP Contrafund® Portfolio - Service Class 2
Franklin Templeton Variable Insurance Products Trust: 
     Franklin Small Cap Value Securities Fund - Class 2
ING Investors Trust: 
     ING AllianceBernstein Mid Cap Growth Portfolio - Service Class 
     ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class 
     ING American Funds Asset Allocation Portfolio** 
     ING American Funds Bond Portfolio** 
     ING American Funds Growth Portfolio 
     ING American Funds Growth-Income Portfolio 
     ING American Funds International Portfolio 
     ING American Funds World Allocation Portfolio - Service Class** 
     ING BlackRock Large Cap Growth Portfolio - Institutional Class* 
     ING BlackRock Large Cap Growth Portfolio - Service Class 
     ING BlackRock Large Cap Value Portfolio - Service Class 
     ING BlackRock Large Cap Value Portfolio - Service 2 Class 
     ING Evergreen Health Sciences Portfolio - Service Class 
     ING Evergreen Omega Portfolio - Service Class 
     ING Evergreen Omega Portfolio - Service 2 Class 
     ING FMRSM Diversified Mid Cap Portfolio - Service Class 
     ING FMRSM Diversified Mid Cap Portfolio - Service 2 Class

 

  

 

ING Investors Trust (continued):
     ING Focus 5 Portfolio - Service Class* 
     ING Franklin Income Portfolio - Service Class
     ING Franklin Income Portfolio - Service 2 Class 
     ING Franklin Mutual Shares Portfolio - Service Class* 
     ING Franklin Templeton Founding Strategy Portfolio - Service Class*
     ING Global Real Estate Portfolio - Service Class
     ING Global Real Estate Portfolio - Service 2 Class 
     ING Global Resources Portfolio - Service Class
     ING Global Resources Portfolio - Service 2 Class 
     ING International Growth Opportunities Portfolio - Service Class
     ING International Growth Opportunities Portfolio - Service 2 Class
     ING Janus Contrarian Portfolio - Service Class 
     ING Janus Contrarian Portfolio - Service 2 Class 
     ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class 
     ING JPMorgan Emerging Markets Equity Portfolio - Service Class 
     ING JPMorgan Small Cap Core Equity Portfolio - Service Class 
     ING JPMorgan Small Cap Core Equity Portfolio - Service 2 Class 
     ING JPMorgan Value Opportunities Portfolio - Service Class 
     ING JPMorgan Value Opportunities Portfolio - Service 2 Class 
     ING Julius Baer Foreign Portfolio - Service Class 
     ING Julius Baer Foreign Portfolio - Service 2 Class 
     ING Legg Mason Value Portfolio - Service Class 
     ING Legg Mason Value Portfolio - Service 2 Class 
     ING LifeStyle Aggressive Growth Portfolio - Service Class 
     ING LifeStyle Aggressive Growth Portfolio - Service 2 Class 
     ING LifeStyle Conservative Portfolio - Service Class** 
     ING LifeStyle Growth Portfolio - Service Class 
     ING LifeStyle Growth Portfolio - Service 2 Class 
     ING LifeStyle Moderate Growth Portfolio - Service Class 
     ING LifeStyle Moderate Growth Portfolio - Service 2 Class 
     ING LifeStyle Moderate Portfolio - Service Class 
     ING LifeStyle Moderate Portfolio - Service 2 Class 
     ING Limited Maturity Bond Portfolio - Service Class 
     ING Liquid Assets Portfolio - Service Class

135

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

ING Investors Trust (continued):
     ING Liquid Assets Portfolio - Service 2 Class 
     ING Lord Abbett Affiliated Portfolio - Service Class 
     ING Lord Abbett Affiliated Portfolio - Service 2 Class 
     ING Marsico Growth Portfolio - Service Class 
     ING Marsico Growth Portfolio - Service 2 Class 
     ING Marsico International Opportunities Portfolio - Service Class 
     ING MFS Total Return Portfolio - Service Class 
     ING MFS Total Return Portfolio - Service 2 Class 
     ING MFS Utilities Portfolio - Service Class 
     ING Multi-Manager International Small Cap Portfolio - Class S** 
     ING Oppenheimer Active Asset Allocation Portfolio - Service Class**
      ING Oppenheimer Main Street Portfolio® - Service Class 
     ING Oppenheimer Main Street Portfolio® - Service 2 Class 
     ING PIMCO Core Bond Portfolio - Service Class 
     ING PIMCO Core Bond Portfolio - Service 2 Class 
     ING PIMCO High Yield Portfolio - Service Class 
     ING Pioneer Fund Portfolio - Service Class 
     ING Pioneer Mid Cap Value Portfolio - Service Class 
     ING T. Rowe Price Capital Appreciation Portfolio - Service Class 
     ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class 
     ING T. Rowe Price Equity Income Portfolio - Service Class 
     ING T. Rowe Price Equity Income Portfolio - Service 2 Class 
     ING Templeton Global Growth Portfolio - Service Class 
     ING Templeton Global Growth Portfolio - Service 2 Class 
     ING Van Kampen Capital Growth Portfolio - Service Class 
     ING Van Kampen Capital Growth Portfolio - Service 2 Class 
     ING Van Kampen Global Franchise Portfolio - Service Class 
     ING Van Kampen Global Franchise Portfolio - Service 2 Class 
     ING Van Kampen Global Tactical Asset Allocation Portfolio - Service Class** 
     ING Van Kampen Growth and Income Portfolio - Service Class 
     ING Van Kampen Growth and Income Portfolio - Service 2 Class 
     ING Van Kampen Real Estate Portfolio - Service Class 
     ING Van Kampen Real Estate Portfolio - Service 2 Class
     ING VP Index Plus International Equity Portfolio - Service Class
     ING VP Index Plus International Equity Portfolio - Service 2 Class

 

  

ING Investors Trust (continued):
     ING Wells Fargo Small Cap Disciplined Portfolio - Service Class 
     ING Wells Fargo Small Cap Disciplined Portfolio - Service 2 Class
ING Mutual Funds: 
     ING Diversified International Fund - Class R
ING Partners, Inc.: 
     ING American Century Large Company Value Portfolio - Service Class 
     ING American Century Small-Mid Cap Value Portfolio - Service Class 
     ING Baron Small Cap Growth Portfolio - Service Class 
     ING Columbia Small Cap Value II Portfolio - Service Class 
     ING Davis New York Venture Portfolio - Service Class 
     ING JPMorgan Mid Cap Value Portfolio - Service Class 
     ING Legg Mason Partners Aggressive Growth Portfolio - Service Class 
     ING Neuberger Berman Partners Portfolio - Service Class 
     ING Oppenheimer Global Portfolio - Initial Class 
     ING Oppenheimer Global Portfolio - Service Class 
     ING Oppenheimer Strategic Income Portfolio - Service Class 
     ING PIMCO Total Return Portfolio - Service Class 
     ING Solution 2015 Portfolio - Service Class 
     ING Solution 2025 Portfolio - Service Class 
     ING Solution 2035 Portfolio - Service Class 
     ING Solution 2045 Portfolio - Service Class 
     ING Solution Income Portfolio - Service Class 
     ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class 
     ING T. Rowe Price Growth Equity Portfolio - Service Class 
     ING Templeton Foreign Equity Portfolio - Service Class 
     ING Thornburg Value Portfolio - Initial Class 
     ING Thornburg Value Portfolio - Service Class 
     ING UBS U.S. Large Cap Equity Portfolio - Service Class 
     ING Van Kampen Comstock Portfolio - Service Class 
     ING Van Kampen Equity and Income Portfolio - Initial Class 
     ING Van Kampen Equity and Income Portfolio - Service Class 
ING Strategic Allocation Portfolios, Inc.: 
     ING VP Strategic Allocation Conservative Portfolio - Class S
     ING VP Strategic Allocation Growth Portfolio - Class S
     ING VP Strategic Allocation Moderate Portfolio - Class S

136

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

ING Variable Funds:
     ING VP Growth and Income Portfolio - Class I* 
     ING VP Growth and Income Portfolio - Class S
ING Variable Insurance Trust:
     ING GET U.S. Core Portfolio - Series 3
     ING GET U.S. Core Portfolio - Series 4 
     ING GET U.S. Core Portfolio - Series 5 
     ING GET U.S. Core Portfolio - Series 6 
     ING GET U.S. Core Portfolio - Series 7 
     ING GET U.S. Core Portfolio - Series 8 
     ING GET U.S. Core Portfolio - Series 9 
     ING GET U.S. Core Portfolio - Series 10 
     ING GET U.S. Core Portfolio - Series 11 
     ING GET U.S. Core Portfolio - Series 12 
     ING GET U.S. Core Portfolio - Series 13 
     ING GET U.S. Core Portfolio - Series 14* 
ING Variable Portfolios, Inc.: 
     ING BlackRock Global Science and Technology Portfolio - Class S
     ING Global Equity Option Portfolio - Class S** 
     ING International Index Portfolio - Class S** 
     ING Lehman Brothers U.S. Aggregate Bond Index® Portfolio - Class S** 
     ING Opportunistic Large Cap Growth Portfolio - Class S
     ING Opportunistic Large Cap Value Portfolio - Class S 
     ING Russell™ Global Large Cap Index 85% Portfolio - Class S** 
     ING Russell™ Large Cap Index Portfolio - Class S** 
     ING Russell™ Mid Cap Index Portfolio - Class S** 
     ING Russell™ Small Cap Index Portfolio - Class S** 
     ING VP Index Plus LargeCap Portfolio - Class S 
     ING VP Index Plus MidCap Portfolio - Class S 
     ING VP Index Plus SmallCap Portfolio - Class S 
     ING VP Small Company Portfolio - Class S
     ING WisdomTreeSM Global High-Yielding Equity Index Portfolio - Class S**
ING Variable Products Trust:
     ING VP International Value Portfolio - Class S
     ING VP MidCap Opportunities Portfolio - Class S
     ING VP SmallCap Opportunities Portfolio - Class S
    

 

ING VP Balanced Portfolio, Inc.:
     ING VP Balanced Portfolio - Class S 
ING VP Intermediate Bond Portfolio:
     ING VP Intermediate Bond Portfolio - Class S
Legg Mason Partners Variable Equity Trust:
     Legg Mason Partners Variable International All Cap Opportunity Portfolio 
     Legg Mason Partners Variable Investors Portfolio* 
Legg Mason Partners Variable Income Trust: 
     Legg Mason Partners Variable High Income Portfolio 
     Legg Mason Partners Variable Money Market Portfolio
Oppenheimer Variable Account Funds: 
     Oppenheimer Main Street Small Cap Fund®/VA - Service Class
PIMCO Variable Insurance Trust: 
     PIMCO Real Return Portfolio - Administrative Class
Pioneer Variable Contracts Trust: 
     Pioneer Equity Income VCT Portfolio - Class II
     Pioneer Small Cap Value VCT Portfolio - Class II
ProFunds: 
     ProFund VP Bull 
     ProFund VP Europe 30 
     ProFund VP Rising Rates Opportunity
Wells Fargo Funds Trust:
     Wells Fargo Advantage Asset Allocation Fund 
     Wells Fargo Advantage C&B Large Cap Value Fund 
     Wells Fargo Advantage Equity Income Fund 
     Wells Fargo Advantage Large Company Growth Fund 
     Wells Fargo Advantage Money Market Fund 
     Wells Fargo Advantage Small Cap Growth Fund 
     Wells Fargo Advantage Total Return Bond Fund


*          Division became available in 2007
**       Division became available in 2008

 
 

137

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

The names of certain Divisions were changed during 2008. The following is a summary
of current and former names for those Divisions:

Current Name   Former Name
ING Investors Trust:   ING Investors Trust:
       ING Mid Cap Growth Portfolio - Service Class          ING FMRSM Mid Cap Growth Portfolio - Service
                  Class
       ING Mid Cap Growth Portfolio - Service Class 2          ING FMRSM Mid Cap Growth Portfolio - Service
                  Class 2
       ING Van Kampen Large Cap Growth Portfolio -          ING FMRSM Large Cap Growth Portfolio - Service
              Service Class                 Class
ING Variable Portfolios, Inc.:   ING Variable Portfolios, Inc.:
       ING BlackRock Global Science and Technology          ING VP Global Science and Technology Portfolio -
              Portfolio - Class S                 Class S
       ING Opportunistic Large Cap Growth Portfolio -          ING VP Growth Portfolio - Class S
              Class S    
       ING Opportunistic Large Cap Value Portfolio -          ING VP Value Opportunity Portfolio - Class S
              Class S    

The following Divisions were closed to contractowners in 2008:

ING GET Fund:
       ING GET Fund - Series U
       ING GET Fund - Series V
ING Investors Trust:
       ING Capital Guardian U.S. Equities Portfolio - Service Class
       ING Capital Guardian U.S. Equities Portfolio - Service 2 Class
       ING EquitiesPlus Portfolio - Service Class
       ING EquitiesPlus Portfolio - Service 2 Class
       ING Global Technology Portfolio - Service Class
       ING Global Technology Portfolio - Service 2 Class
       ING Mid Cap Growth Portfolio - Service Class
       ING Mid Cap Growth Portfolio - Service Class 2
       ING UBS U.S. Allocation Portfolio - Service Class
       ING UBS U.S. Allocation Portfolio - Service 2 Class
       ING Van Kampen Large Cap Growth Portfolio - Service Class
       ING Wells Fargo Disciplined Value Portfolio - Service Class
       ING Wells Fargo Disciplined Value Portfolio - Service 2 Class
ING Partners, Inc.:
       ING JPMorgan International Portfolio - Service Class
       ING Neuberger Berman Regency Portfolio - Service Class
       ING OpCap Balanced Value Portfolio - Service Class
       ING UBS U.S. Small Cap Growth Portfolio - Service Class
ING Variable Insurance Trust:
       ING GET U.S. Core Portfolio - Series 1
       ING GET U.S. Core Portfolio - Series 2
       ING VP Global Equity Dividend Portfolio
ING Variable Products Trust:
       ING VP Financial Services Portfolio - Class S
       ING VP Real Estate Portfolio - Class S
ProFunds:
       ProFund VP Small-Cap

                                                                                                  138

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

The following Divisions were offered during 2008 but did not have any activity as of
December 31, 2008:

ING Investors Trust:
     ING BlackRock Large Cap Growth Portfolio - Service 2 Class
     ING Evergreen Health Sciences Portfolio - Service 2 Class

2. Significant Accounting Policies

The following is a summary of the significant accounting policies of the Account:

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from reported results using those
estimates.

Investments

Investments are made in shares of a Fund and are recorded at fair value, determined by
the net asset value per share of the respective Fund. Investment transactions in each Fund
are recorded on the trade date. Distributions of net investment income and capital gains
from each Fund are recognized on the ex-distribution date. Realized gains and losses on
redemptions of the shares of the Fund are determined on the specific identification basis.
The difference between cost and current market value of investments owned on the day of
measurement is recorded as unrealized appreciation or depreciation of investments.

Federal Income Taxes

Operations of the Account form a part of, and are taxed with, the total operations of ING
USA, which is taxed as a life insurance company under the Internal Revenue Code.
Earnings and realized capital gains of the Account attributable to the contractowners are
excluded in the determination of the federal income tax liability of ING USA.

Contractowner Reserves

Prior to the annuity date, the Contracts are redeemable for the net cash surrender value of
the Contracts. The annuity reserves of the Account are represented by net assets on the
Statements of Assets and Liabilities and are equal to the aggregate account values of the
contractowners invested in the Account Divisions. To the extent that benefits to be paid
to the contractowners exceed their account values, ING USA will contribute additional

                                                         139

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

funds to the benefit proceeds. Conversely, if amounts allocated exceed amounts required,
transfers may be made to ING USA.

Changes from Principal Transactions

Included in Changes from Principal Transactions on the Statements of Changes in Net
Assets are items which relate to contractowner activity, including deposits, surrenders and
withdrawals, benefits, and contract charges. Also included are transfers between the
fixed account and the Divisions, transfers between Divisions, and transfers to (from) ING
USA related to gains and losses resulting from actual mortality experience (the full
responsibility for which is assumed by ING USA). Any net unsettled transactions as of
the reporting date are included in Payable to related parties on the Statements of Assets
and Liabilities.

3. Recently Adopted Accounting Standards

Fair Value Measurements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“FAS”) No. 157, “Fair Value
Measurements” (“FAS No. 157”). FAS No. 157 provides guidance for using fair value to
measure assets and liabilities whenever other standards require (or permit) assets or
liabilities to be measured at fair value. FAS No. 157 does not expand the use of fair value
to any new circumstances.

Under FAS No. 157, the FASB clarifies the principle that fair value should be based on
the assumptions market participants would use when pricing the asset or liability. In
support of this principle, FAS No. 157 establishes a fair value hierarchy that prioritizes
the information used to develop such assumptions. The fair value hierarchy gives the
highest priority to quoted prices in active markets and the lowest priority to unobservable
data. FAS No. 157 also requires separate disclosure of fair value measurements by level
within the hierarchy and expanded disclosure of the effect on earnings for items measured
using unobservable data.

The adoption of FAS No. 157 on January 1, 2008 did not have an impact on the
Account’s net assets or results of operations. New disclosures are included in the
Financial Instruments footnote.

4. Financial Instruments

The Account invests assets in shares of open-end mutual funds, which process orders to
purchase and redeem shares on a daily basis at the fund's next computed net asset values
(“NAV”). The fair value of the Account’s assets is based on the NAVs of mutual funds,

                                                         140

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

which are obtained from the custodian and reflect the fair values of the mutual fund
investments. The NAV is calculated daily upon close of the New York Stock Exchange
and is based on the fair values of the underlying securities.

The Account’s financial assets are recorded at fair value on the Statements of Assets and
Liabilities and are categorized as Level 1 as of December 31, 2008, based on the priority
of the inputs to the valuation technique below. The Account had no financial liabilities as
of December 31, 2008.

The FAS No. 157 fair value hierarchy gives the highest priority to quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). If the inputs used to measure fair value fall within different levels of the
hierarchy, the category level is based on the lowest priority level input that is significant
to the fair value measurement of the instrument.

§     

Level 1 - Unadjusted quoted prices for identical assets or liabilities in an active
market.

§     

Level 2 - Quoted prices in markets that are not active or inputs that are observable
either directly or indirectly for substantially the full term of the asset or liability.

 

Level 2 inputs include the following:

  a)     

Quoted prices for similar assets or liabilities in active markets;

  b)     

Quoted prices for identical or similar assets or liabilities in non-active
markets;

  c)     

Inputs other than quoted market prices that are observable; and

  d)     

Inputs that are derived principally from or corroborated by observable market
data through correlation or other means.

§     

Level 3 - Prices or valuation techniques that require inputs that are both
unobservable and significant to the overall fair value measurement. These
valuations, whether derived internally or obtained from a third party, use critical
assumptions that are not widely available to estimate market participant
expectations in valuing the asset or liability.

5. Charges and Fees

Prior to February 1, 2000, DVA Plus, Access, and Premium Plus Contracts each had three
different death benefit options referred to as Standard, Annual Ratchet, and 7% Solution;
however, in the state of Washington, the 5.5% Solution is offered instead of the 7%
Solution. After February 1, 2000, DVA Plus, Access and Premium Plus each had four
different death benefit options referred to as Standard, Annual Ratchet, 7% Solution and
Max 7. In the state of Washington, the 5.5% Solution is offered instead of the 7%
Solution and Max 5.5 is offered instead of Max 7 after February 1, 2000. ES II,
Generations, Landmark and Opportunities contracts each have four different death benefit
options referred to as Standard, Annual or Quarterly Ratchet, 7% Solution and Max 7. In
the state of Washington, the 5.5% Solution is offered instead of the 7% Solution and Max
5.5 is offered instead of Max 7. SmartDesign Advantage, SmartDesign Signature, and

                                                       141

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

SmartDesign Variable Annuity contracts each have three different death benefit options
referred to as Option Package I, Option Package II, and Option Package III. Focus has
two different options referred to as Option Package I, Option Package II.

Under the terms of all Contracts, certain charges are allocated to the Contracts to cover
ING USA’s expenses in connection with the issuance and administration of the Contracts.
Following is a summary of these charges:

Mortality and Expense Risk Charges

ING USA assumes mortality and expense risks related to the operations of the Account
and, in accordance with the terms of the Contracts, deducts a daily charge from the assets
of the Account.

Daily charges are deducted at annual rates of up to 2.20% of the average daily net asset
value of each Division of the Account to cover these risks, as specified in the Contracts:

Series   Annual Rates
ING:      
     Architect (pre January 2008) Max 7   1.40 %
     Architect (post January 2008) Max 7   1.55  
     Architect (pre January 2008) Quarterly Ratchet   1.10  
     Architect (post January 2008) Quarterly Ratchet   1.25  
     Architect (post April 2008) Quarterly Ratchet   1.30  
     Architect (pre January 2008) Standard   0.85  
     Architect (post January 2008) Standard   1.00  
     Focus Variable Annuity Option I   0.60  
     Focus Variable Annuity Option II   0.80  
     Rollover ChoiceSM Option I (pre August 7, 2003)   0.60  
     Rollover ChoiceSM Option II (pre August 7, 2003)   0.80  
     Rollover ChoiceSM Option III (pre August 7, 2003)   0.95  
     Rollover ChoiceSM Option I (post August 7, 2003)   0.85  
     Rollover ChoiceSM Option II (post August 7, 2003)   1.05  
     Rollover ChoiceSM Option III (post August 7, 2003)   1.20  
ING GoldenSelect:      
     Access® (post January 2000) 5.5 % Solution   1.45  
     Access® (pre February 2000) 5.5% Solution   1.40  
     Access® (post 2000) 5.5% Solution   1.45  
     Access® (post April 2001) 5.5% Solution   1.80  
     Access® (post January 2000) 7% Solution   1.65  
     Access® (pre February 2000) 7% Solution   1.55  
     Access® (post 2000) 7% Solution   1.65  
     Access® (post April 2001) 7% Solution   2.00  
 
 
 
 
142      

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

Series   Annual Rates
ING GoldenSelect (continued):      
       Access® (post January 2000) Annual Ratchet   1.45 %
       Access® (pre February 2000) Annual Ratchet   1.40  
       Access® (post 2000) Annual Ratchet   1.55  
       Access® (post January 2000) Max 5.5   1.55  
       Access® (post 2000) Max 5.5   1.60  
       Access® (post April 2001) Max 5.5   1.95  
       Access® (post January 2000) Max 7   1.75  
       Access® (post 2000) Max 7   1.75  
       Access® (post April 2001) Max 7   2.20  
       Access® (post April 2001) Quarterly Ratchet   1.90  
       Access® (post April 2008) Quarterly Ratchet   1.95  
       Access® (post January 2000) Standard   1.65  
       Access® (pre February 2000) Standard   1.25  
       Access® (post 2000) Standard   1.30  
       Access® (post April 2001) Standard   1.65  
       Access® One   0.35  
       DVA   0.90  
       DVA 80   0.80  
       DVA Plus (post January 2000) 5.5% Solution   1.25  
       DVA Plus (pre February 2000) 5.5% Solution   1.25  
       DVA Plus (post 2000) 5.5% Solution   1.30  
       DVA Plus (post January 2000) 7% Solution   1.50  
       DVA Plus (pre February 2000) 7% Solution   1.40  
       DVA Plus (post 2000) 7% Solution   1.50  
       DVA Plus (post January 2000) Annual Ratchet   1.30  
       DVA Plus (pre February 2000) Annual Ratchet   1.25  
       DVA Plus (post 2000) Annual Ratchet   1.40  
       DVA Plus (post January 2000) Max 5.5   1.40  
       DVA Plus (post 2000) Max 5.5   1.45  
       DVA Plus (post January 2000) Max 7   1.60  
       DVA Plus (post 2000) Max 7   1.60  
       DVA Plus (post January 2000) Standard   1.15  
       DVA Plus (pre February 2000) Standard   1.10  
       DVA Plus (post 2000) Standard   1.15  
       DVA Series 100   1.25  
       ES II (pre 2001)   1.25  
       ES II (post 2000) 5.5% Solution   1.40  
       ES II (post 2000) 7% Solution   1.60  
       ES II (post 2000) Deferred Ratchet   1.30  
       ES II (post 2000) Max 5.5   1.55  
       ES II (post 2000) Max 7   1.80  
       ES II (post 2000) Quarterly Ratchet   1.50  
       ES II (post 2000) Standard   1.25  
       Generations-7% Solution   1.60  
 
 
 
143      

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

Series   Annual Rates
ING GoldenSelect (continued):        
      Generations-Deferred Ratchet   1.30   %
      Generations-Max 7   1.80    
      Generations-Quarterly Ratchet   1.50    
      Generations-Standard   1.25    
      Granite PrimElite-Annual Ratchet   1.25    
      Granite PrimElite-Standard   1.10    
      Landmark 5.5% Solution   1.65    
      Landmark 7% Solution   1.85    
      Landmark-Max 5.5   1.80    
      Landmark-Max 7   2.05    
      Landmark (pre April 2008) Quarterly Ratchet   1.75    
      Landmark (post April 2008) Quarterly Ratchet   1.80    
      Landmark-Standard   1.50    
      Legends Max 7   2.05    
      Legends Quarterly Ratchet   1.75    
      Legends-Standard   1.50    
      Opportunities 5.5% Solution   1.40    
      Opportunities 7% Solution   1.60    
      Opportunities-Max 5.5   1.55    
      Opportunities-Max 7   1.80    
      Opportunities-Quarterly Ratchet   1.50    
      Opportunities-Standard   1.25    
      Premium Plus (pre February 2000) 5.5% Solution   1.40    
      Premium Plus (post January 2000) 5.5% Solution   1.45    
      Premium Plus (post 2000) 5.5% Solution   1.45    
      Premium Plus (pre February 2000) 7% Solution   1.55    
      Premium Plus (post January 2000) 7% Solution   1.65    
      Premium Plus (post 2000) 7% Solution   1.65    
      Premium Plus (post 2000) Annual Ratchet   1.55    
      Premium Plus (post January 2000) Max 5.5   1.55    
      Premium Plus (post 2000) Max 5.5   1.60    
      Premium Plus (post January 2000) Max 7   1.95    
      Premium Plus (post 2000) Max 7   1.95    
      Premium Plus (pre February 2000) Quarterly Ratchet   1.40    
      Premium Plus (post January 2000) Quarterly Ratchet   1.65    
      Premium Plus (post April 2008) Quarterly Ratchet   1.70    
      Premium Plus (pre February 2000) Standard   1.25    
      Premium Plus (post January 2000) Standard   1.30    
      Premium Plus (post 2000) Standard   1.40    
      VA Bonus Option I   1.30    
      VA Bonus Option II   1.60    
      VA Bonus Option III   1.75    
      VA Option I   0.80    
      VA Option II   1.10    
 
 
 
144        

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

Series   Annual Rates
ING GoldenSelect (continued):        
VA Option III   1.25   %
Value-Standard   0.75    
ING SmartDesign:        
Advantage Option I   1.50    
Advantage Option II   1.70    
Advantage Option III   1.85    
Signature Option I   1.10    
Signature Option II   1.30    
Signature Option III   1.45    
Simplicity Variable Annuity Years 1-10   2.00    
Simplicity Variable Annuity Years 11+   1.25    
Variable Annuity Option I   0.80    
Variable Annuity Option II   1.10    
Variable Annuity Option III   1.25    
Wells Fargo ING:        
Landmark-Max 7   2.05    
Landmark-Quarterly Ratchet   1.75    
Landmark-Standard   1.50    
Opportunities-Max 7   1.80    
Opportunities-Quarterly Ratchet   1.50    
Opportunities-Standard   1.25    

Asset Based Administrative Charges

A daily charge to cover administrative expenses of the Account at an annual rate of
0.10% is deducted from assets attributable to DVA and DVA Series 100 Contracts. A
daily charge at an annual rate of 0.15% is deducted from the assets attributable to the
Access, Access One, Advantage, Architect, DVA Plus, ESII, Focus VA, Generations,
Granite PrimElite, Landmark, Legends, Premium Plus, Rollover Choice, Signature,
Opportunities Contracts, Variable Annuity, and Value.

Contract Maintenance Charges

An annual Contract fee may be deducted from the accumulation value of Contracts to
cover ongoing administrative expenses, as specified in the Contracts. The charge is $30
per Contract year for Generations, Opportunities, Landmark, Focus VA, Signature,
Legends, Simplicity, ES II, Value, Variable Annuity, Advantage, and Rollover Choice
Contracts. For DVA Series 100 and Access One Contracts there is no charge. For all
other Contracts, the charge is $40. The charge is incurred at the beginning of the Contract
processing period and deducted at the end of the Contract processing period. This charge
had been waived for certain offerings of the Contracts.

                                                           145

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

Contingent Deferred Sales Charges

Under DVA 80, DVA, DVA Plus, Premium Plus, ES II, Value, Granite PrimElite,
Generations, Opportunities, Premium Plus, Focus VA, Signature, Legends, Simplicity,
Landmark, VA, Advantage, and Rollover Choice Contracts, a contingent deferred sales
charge (“Surrender Charge”) is imposed as a percentage of each premium payment if the
Contract is surrendered or an excess partial withdrawal is taken, as specified in the
Contract. The following table reflects the Surrender Charge that is assessed based upon
the date a premium payment is received.

Complete       Granite                
Years Elapsed       PrimElite       Opportunities,        
Since Premium   DVA 80   & DVA   Premium   ES II &        
Payment   & DVA   Plus   Plus   Generations   Value   Architect
0          6 %          7 %          8 %          8 %          6 %          8 %
1   5   7   8   7   6   7
2   4   6   8   6   6   6
3   3   5   8   5   5   5
4   2   4   7   4   4   4
5   1   3   6   3   3   3
6   -   1   5   2   1   2
7   -   -   3   1   -   -
8   -   -   1   -   -   -
9+   -   -   -   -   -   -
 
Complete                        
Years Elapsed                        
Since Premium       Landmark   Signature   Rollover        
Payment   Advantage   & Legends   & VA   Choice   Focus VA   Simplicity
0          6 %          6 %          7 %          6 %          3 %          6 %
1   5   5   7   6   2   6
2   4   4   6   5   1   5
3   -   3   6   4   -   4
4   -   -   5   3   -   3
5   -   -   4   2   -   -
6   -   -   3   1   -   -
7   -   -   -   -   -   -
8   -   -   -   -   -   -
9+   -   -   -   -   -   -

Withdrawal and Distribution Charges

Under DVA 80, DVA, and DVA Series 100 Contracts, a charge is deducted from the
accumulation value for contractowners taking more than one conventional partial
withdrawal during a Contract year. For DVA 80 and DVA Contracts, annual distribution
fees are deducted from the Contracts’ accumulation values.

                                                          146

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

Deferred Sales Load

Under Contracts offered prior to October 1995, a sales load of up to 7.50% was assessed
against each premium payment for sales-related expenses, as specified in the Contracts.
For DVA Series 100, the sales load is deducted in equal annual installments over the
period the Contract is in force, not to exceed 10 years. For DVA 80 and DVA Contracts,
although the sales load is chargeable to each premium when ING USA receives it, the
amount of such charge is initially advanced by ING USA to contractowners and included
in the accumulation value, and then deducted in equal installments on each Contract
anniversary date over a period of six years. Upon surrender of the Contract, the
unamortized deferred sales load is deducted from the accumulation value. In addition,
when partial withdrawal limits are exceeded, a portion of the unamortized deferred sales
load is deducted.

Premium Taxes

For certain Contracts, premium taxes are deducted, where applicable, from the
accumulation value of each Contract. The amount and timing of the deduction depends
on the contractowner’s state of residence and currently ranges up to 4.00% of premiums.

Other Contract Charges

For certain Contracts, an additional annual charge of 0.50% is deducted daily from the
accumulation value for amounts invested in the ING GET U.S. Core Portfolio Funds.

Certain Contacts contain optional riders that are available for an additional charge, such
as minimum guaranteed income benefits and minimum guaranteed withdrawal benefits.
The amounts charged for these optional benefits vary based on a number of factors and
are defined in the Contracts.

Fees Waived by ING USA

Certain charges and fees for various types of Contracts are currently waived by ING USA.
ING USA reserves the right to discontinue these waivers at its discretion or to conform
with changes in the law.

6. Related Party Transactions

During the year ended December 31, 2008, management and service fees were paid
indirectly to DSL, an affiliate of the Company, in its capacity as investment manager to
the ING Investors Trust and ING Partners, Inc. The Trust's advisory agreement provided
for a fee at annual rates up to 1.25% of the average net assets of each respective Fund.

                                                            147

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

In addition, management and service fees were paid to IIL, an affiliate of the Company, in
its capacity as investment adviser to the ING GET Fund, ING Mutual Funds, the ING
Variable Insurance Trust, ING VP Intermediate Bond Portfolio, ING Variable Portfolios,
Inc., ING Variable Funds, ING VP Balanced Portfolio, Inc., ING Strategic Allocation
Portfolio, Inc., and the ING Variable Products Trust. The Trusts' advisory agreement
provided for fees at annual rates up to 1.00% of the average net assets of each respective
Fund.

 

 

 



                                                             148

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                 

7. Purchases and Sales of Investment Securities

The aggregate cost of purchases and proceeds from sales of investments follow:

        Year ended December 31    
    2008   2007
    Purchases   Sales   Purchases   Sales
        (Dollars in thousands)    
AIM Variable Insurance Funds:                
     AIM V.I. Leisure Fund - Series I Shares   $ 5,460   $ 9,287   $ 3,723   $ 10,577
BlackRock Variable Series Funds, Inc.:                
     BlackRock Global Allocation V.I. Fund - Class III   462,235   8,747   -   -
Columbia Funds Variable Insurance Trust:                
     Columbia Asset Allocation Fund, Variable Series - Class A   83   268   202   56
     Columbia Federal Securities Fund, Variable Series - Class A   10   61   5   7
     Columbia Large Cap Growth Fund, Variable Series - Class A   4   41   2   138
     Columbia Small Cap Value Fund, Variable Series - Class B   25,549   53,705   37,052   77,725
     Columbia Small Company Growth Fund, Variable Series - Class A   9   4   8   11
Fidelity® Variable Insurance Products:                
     Fidelity® VIP Equity-Income Portfolio - Service Class 2   14,078   75,368   94,573   64,133
Fidelity® Variable Insurance Products II:                
     Fidelity® VIP Contrafund® Portfolio - Service Class 2   262,890   47,570   494,378   16,770
Franklin Templeton Variable Insurance Products Trust:                
     Franklin Small Cap Value Securities Fund - Class 2   3,617   1,023   4,816   880
ING GET Fund:                
     ING GET Fund - Series U   6,525   67,888   3,347   17,519
     ING GET Fund - Series V   1,734   95,602   2,553   28,380
ING Investors Trust:                
     ING AllianceBernstein Mid Cap Growth Portfolio - Service Class   84,249   82,272   81,882   88,756
     ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class   3,687   2,613   2,600   3,207
     ING American Funds Asset Allocation Portfolio   177,850   5,324   -   -
     ING American Funds Bond Portfolio   292,667   23,012   -   -
     ING American Funds Growth Portfolio   526,537   100,328   335,806   67,464
     ING American Funds Growth-Income Portfolio   255,341   52,985   252,535   45,863
     ING American Funds International Portfolio   318,087   103,608   359,751   74,985
     ING American Funds World Allocation Portfolio - Service Class   12,742   -   -   -
     ING BlackRock Large Cap Growth Portfolio - Institutional Class   22   24   295   46
     ING BlackRock Large Cap Growth Portfolio - Service Class   42,774   26,286   24,621   26,064
     ING BlackRock Large Cap Value Portfolio - Service Class   2,353   12,580   14,177   28,046
     ING BlackRock Large Cap Value Portfolio - Service 2 Class   169   748   462   764
     ING Capital Guardian U.S. Equities Portfolio - Service Class   74,616   402,538   55,102   104,026
     ING Capital Guardian U.S. Equities Portfolio - Service 2 Class   1,408   7,429   1,047   2,864
     ING EquitiesPlus Portfolio - Service Class   13,132   89,447   11,590   29,416
     ING EquitiesPlus Portfolio - Service 2 Class   5   29   3   1
     ING Evergreen Health Sciences Portfolio - Service Class   79,448   45,673   38,104   33,264
     ING Evergreen Omega Portfolio - Service Class   6,738   3,505   1,147   4,046
     ING Evergreen Omega Portfolio - Service 2 Class   138   175   156   319
     ING FMRSM Diversified Mid Cap Portfolio - Service Class   103,642   119,041   467,133   133,555
     ING FMRSM Diversified Mid Cap Portfolio - Service 2 Class   4,848   6,298   10,747   5,068
     ING Focus 5 Portfolio - Service Class   140,022   25,345   101,857   -
     ING Franklin Income Portfolio - Service Class   155,140   75,651   224,438   38,169
     ING Franklin Income Portfolio - Service 2 Class   3,023   3,062   7,204   1,011

                                                                        149

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements
 
 
 
        Year ended December 31    
    2008   2007
    Purchases   Sales   Purchases   Sales
        (Dollars in thousands)    
ING Investors Trust (continued):                
    ING Franklin Mutual Shares Portfolio - Service Class   $ 65,467   $ 28,920   $ 204,420   $ 4,398
    ING Franklin Templeton Founding Strategy Portfolio - Service Class    492,796   18,058   535,915   4,503
    ING Global Real Estate Portfolio - Service Class   80,545   28,998   124,215   37,274
    ING Global Real Estate Portfolio - Service 2 Class   868   689   2,121   825
    ING Global Resources Portfolio - Service Class   421,367   147,634   272,020   90,148
    ING Global Resources Portfolio - Service 2 Class   11,695   6,598   7,846   5,230
    ING Global Technology Portfolio - Service Class   20,502   129,962   71,046   27,603
    ING Global Technology Portfolio - Service 2 Class   752   6,922   1,096   1,132
    ING International Growth Opportunities Portfolio - Service Class   32,797   25,479   28,930   39,214
    ING International Growth Opportunities Portfolio - Service 2 Class   2,841   1,356   2,066   1,451
    ING Janus Contrarian Portfolio - Service Class   212,297   95,135   617,139   35,685
    ING Janus Contrarian Portfolio - Service 2 Class   7,071   4,822   33,192   3,599
    ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class   5,692   6,491   4,722   4,959
    ING JPMorgan Emerging Markets Equity Portfolio - Service Class   194,670   137,782   254,725   86,123
    ING JPMorgan Small Cap Core Equity Portfolio - Service Class   26,137   57,435   62,346   47,499
    ING JPMorgan Small Cap Core Equity Portfolio - Service 2 Class   4,246   7,319   6,219   5,480
    ING JPMorgan Value Opportunities Portfolio - Service Class   4,435   9,842   21,400   46,313
    ING JPMorgan Value Opportunities Portfolio - Service 2 Class   150   480   738   641
    ING Julius Baer Foreign Portfolio - Service Class   175,677   105,567   291,598   73,496
    ING Julius Baer Foreign Portfolio - Service 2 Class   9,062   6,716   9,827   5,781
    ING Legg Mason Value Portfolio - Service Class   70,988   69,259   42,917   83,929
    ING Legg Mason Value Portfolio - Service 2 Class   4,740   3,532   1,355   4,000
    ING LifeStyle Aggressive Growth Portfolio - Service Class   202,260   107,106   262,752   55,272
    ING LifeStyle Aggressive Growth Portfolio - Service 2 Class   1,685   961   2,914   1,049
    ING LifeStyle Conservative Portfolio - Service Class   129,382   2,041   -   -
    ING LifeStyle Growth Portfolio - Service Class   1,015,688   108,959   1,209,798   44,669
    ING LifeStyle Growth Portfolio - Service 2 Class   5,176   1,940   5,465   1,397
    ING LifeStyle Moderate Growth Portfolio - Service Class   806,416   75,181   844,710   36,571
    ING LifeStyle Moderate Growth Portfolio - Service 2 Class   5,419   4,133   12,303   1,073
    ING LifeStyle Moderate Portfolio - Service Class   691,487   58,437   432,628   60,064
    ING LifeStyle Moderate Portfolio - Service 2 Class   8,830   5,895   8,329   2,504
    ING Limited Maturity Bond Portfolio - Service Class   11,201   46,245   4,187   50,961
    ING Liquid Assets Portfolio - Service Class   1,802,623   520,982   956,760   616,912
    ING Liquid Assets Portfolio - Service 2 Class   47,711   15,633   26,157   17,375
    ING Lord Abbett Affiliated Portfolio - Service Class   14,922   24,861   7,398   41,793
    ING Lord Abbett Affiliated Portfolio - Service 2 Class   473   392   320   587
    ING Marsico Growth Portfolio - Service Class   41,610   115,684   59,561   129,662
    ING Marsico Growth Portfolio - Service 2 Class   782   2,841   1,546   3,275
    ING Marsico International Opportunities Portfolio - Service Class   111,810   58,445   133,976   42,848
    ING MFS Total Return Portfolio - Service Class   160,438   158,141   121,954   190,148

                                                                                                    150

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements
 
 
 
        Year ended December 31    
    2008   2007
    Purchases   Sales   Purchases   Sales
        (Dollars in thousands)    
ING Investors Trust (continued):                
      ING MFS Total Return Portfolio - Service 2 Class   $ 7,166   $ 7,224   $ 7,717   $ 8,874
      ING MFS Utilities Portfolio - Service Class   237,493   96,397   240,316   73,887
      ING Mid Cap Growth Portfolio - Service Class   336   343,788   3,888   107,689
      ING Mid Cap Growth Portfolio - Service Class 2   54   16,343   543   2,588
      ING Multi-Manager International Small Cap Portfolio - Class S   7,406   3,266   -   -
      ING Oppenheimer Active Asset Allocation Portfolio - Service Class   3,445   -   -   -
      ING Oppenheimer Main Street Portfolio® - Service Class   27,708   69,359   16,070   87,783
      ING Oppenheimer Main Street Portfolio® - Service 2 Class   218   586   261   742
      ING PIMCO Core Bond Portfolio - Service Class   1,404,422   242,657   360,595   68,752
      ING PIMCO Core Bond Portfolio - Service 2 Class   23,623   9,836   9,606   6,214
      ING PIMCO High Yield Portfolio - Service Class   65,473   165,112   157,253   202,364
      ING Pioneer Fund Portfolio - Service Class   6,336   18,710   12,794   23,015
      ING Pioneer Mid Cap Value Portfolio - Service Class   253,544   118,959   95,332   71,948
      ING T. Rowe Price Capital Appreciation Portfolio - Service Class   570,542   234,895   453,013   138,295
      ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class   14,096   15,260   16,922   12,392
      ING T. Rowe Price Equity Income Portfolio - Service Class   133,636   110,841   77,756   140,159
      ING T. Rowe Price Equity Income Portfolio - Service 2 Class   4,732   4,088   2,928   4,023
      ING Templeton Global Growth Portfolio - Service Class   27,229   57,387   43,057   57,169
      ING Templeton Global Growth Portfolio - Service 2 Class   531   1,949   1,000   1,240
      ING UBS U.S. Allocation Portfolio - Service Class   11,200   80,180   9,301   21,683
      ING UBS U.S. Allocation Portfolio - Service 2 Class   664   4,350   514   891
      ING Van Kampen Capital Growth Portfolio - Service Class   188,422   24,287   5,428   16,651
      ING Van Kampen Capital Growth Portfolio - Service 2 Class   191   13,877   1,041   2,185
      ING Van Kampen Global Franchise Portfolio - Service Class   57,998   61,094   76,970   65,025
      ING Van Kampen Global Franchise Portfolio - Service 2 Class   7,448   10,870   4,004   6,622
      ING Van Kampen Global Tactical Asset Allocation Portfolio - Service Class     3,034     371     -     -
      ING Van Kampen Growth and Income Portfolio - Service Class   84,673   106,437   84,032   155,280
      ING Van Kampen Growth and Income Portfolio - Service 2 Class   8,711   10,721   8,442   7,759
      ING Van Kampen Large Cap Growth Portfolio - Service Class   13,305   160,545   16,312   46,755
      ING Van Kampen Real Estate Portfolio - Service Class   111,200   151,448   151,181   315,522
      ING Van Kampen Real Estate Portfolio - Service 2 Class   5,570   5,348   6,733   6,152
      ING VP Index Plus International Equity Portfolio - Service Class   10,884   9,287   36,754   32,685
      ING VP Index Plus International Equity Portfolio - Service 2 Class   169   258   420   372
      ING Wells Fargo Disciplined Value Portfolio - Service Class   4,388   191,670   4,765   63,275
      ING Wells Fargo Disciplined Value Portfolio - Service 2 Class   85   3,794   169   573
      ING Wells Fargo Small Cap Disciplined Portfolio - Service Class   1,527   4,054   7,433   17,393
      ING Wells Fargo Small Cap Disciplined Portfolio - Service 2 Class   74   82   110   749
ING Mutual Funds:                
      ING Diversified International Fund - Class R   36   67   435   147
ING Partners, Inc.:                
      ING American Century Large Company Value Portfolio - Service Class     406     72     150     335
      ING American Century Small-Mid Cap Value Portfolio - Service Class     192     103     272     263
                         

151

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements
 
 
 
        Year ended December 31    
    2008   2007
    Purchases   Sales   Purchases   Sales
        (Dollars in thousands)    
ING Partners, Inc. (continued):                
    ING Baron Small Cap Growth Portfolio - Service Class   $ 92,006   $ 34,502   $ 115,531   $ 31,436
    ING Columbia Small Cap Value II Portfolio - Service Class   103,851   43,859   92,019   19,349
    ING Davis New York Venture Portfolio - Service Class   116,223   9,815   100,677   12,342
    ING JPMorgan International Portfolio - Service Class   96,935   179,019   64,519   49,081
    ING JPMorgan Mid Cap Value Portfolio - Service Class   38,474   10,410   3,134   5,102
    ING Legg Mason Partners Aggressive Growth Portfolio - Service Class   4,626   23,042   17,555   29,396
    ING Neuberger Berman Partners Portfolio - Service Class   1,410   25,782   9,293   41,308
    ING Neuberger Berman Regency Portfolio - Service Class   11,196   24,136   17,269   7,157
    ING OpCap Balanced Value Portfolio - Service Class   207   453   280   288
    ING Oppenheimer Global Portfolio - Initial Class   1,065   2,674   819   3,717
    ING Oppenheimer Global Portfolio - Service Class   50,521   18,723   64,752   13,406
    ING Oppenheimer Strategic Income Portfolio - Service Class   4,632   3,223   6,042   407
    ING PIMCO Total Return Portfolio - Service Class   5,467   1,043   2,005   471
    ING Solution 2015 Portfolio - Service Class   8,604   2,620   6,772   872
    ING Solution 2025 Portfolio - Service Class   7,218   748   4,644   775
    ING Solution 2035 Portfolio - Service Class   5,535   592   7,620   1,596
    ING Solution 2045 Portfolio - Service Class   946   109   1,082   287
    ING Solution Income Portfolio - Service Class   3,858   1,808   4,115   110
    ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class   2,844   385   1,632   496
    ING T. Rowe Price Growth Equity Portfolio - Service Class   31,668   15,930   37,862   6,192
    ING Templeton Foreign Equity Portfolio - Service Class   219,959   59,611   116,313   35,930
    ING Thornburg Value Portfolio - Initial Class   41   553   58   962
    ING Thornburg Value Portfolio - Service Class   260   4,726   17,774   12,351
    ING UBS U.S. Large Cap Equity Portfolio - Service Class   360   3,531   5,302   14,179
    ING UBS U.S. Small Cap Growth Portfolio - Service Class   24   2,378   6,985   9,526
    ING Van Kampen Comstock Portfolio - Service Class   37,574   28,902   37,158   20,355
    ING Van Kampen Equity and Income Portfolio - Initial Class   318   749   202   508
    ING Van Kampen Equity and Income Portfolio - Service Class   152,718   19,385   49,549   6,740
    ING Strategic Allocation Portfolios, Inc.:                
    ING VP Strategic Allocation Conservative Portfolio - Class S   476   204   1,025   303
    ING VP Strategic Allocation Growth Portfolio - Class S   516   81   376   216
    ING VP Strategic Allocation Moderate Portfolio - Class S   302   201   340   166
    ING Variable Funds:                
    ING VP Growth and Income Portfolio - Class I   2   6   150   1
    ING VP Growth and Income Portfolio - Class S   437,216   47,269   3,224   817

                                                                                              152

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements
 
 
 
        Year ended December 31    
    2008   2007
    Purchases   Sales   Purchases   Sales
        (Dollars in thousands)    
ING Variable Insurance Trust:                
      ING GET U.S. Core Portfolio - Series 1   $ 8,721   $ 70,895   $ 3,787   $ 21,554
      ING GET U.S. Core Portfolio - Series 2   5,479   49,073   2,179   15,740
      ING GET U.S. Core Portfolio - Series 3   3,210   9,057   1,669   22,086
      ING GET U.S. Core Portfolio - Series 4   5,225   7,268   2,236   15,884
      ING GET U.S. Core Portfolio - Series 5   4,308   5,202   1,814   6,192
      ING GET U.S. Core Portfolio - Series 6   3,941   4,739   2,202   6,458
      ING GET U.S. Core Portfolio - Series 7   2,963   3,461   1,157   7,473
      ING GET U.S. Core Portfolio - Series 8   1,723   1,943   698   1,348
      ING GET U.S. Core Portfolio - Series 9   1,549   1,059   492   2,999
      ING GET U.S. Core Portfolio - Series 10   1,134   737   352   2,872
      ING GET U.S. Core Portfolio - Series 11   1,803   1,160   504   2,575
      ING GET U.S. Core Portfolio - Series 12   854   981   169   904
      ING GET U.S. Core Portfolio - Series 13   2,661   13,597   330   19,308
      ING GET U.S. Core Portfolio - Series 14   2,064   14,458   109,043   22,771
      ING VP Global Equity Dividend Portfolio   7,969   48,546   7,474   13,183
ING Variable Portfolios, Inc.:                
      ING BlackRock Global Science and Technology Portfolio - Class S   157,195   21,941   615   132
      ING Global Equity Option Portfolio - Class S   1,984   31   -   -
      ING International Index Portfolio - Class S   9,607   1,711   -   -
      ING Lehman Brothers U.S. Aggregate Bond Index® Portfolio - Class S   214,981   41,744   -   -
      ING Opportunistic Large Cap Growth Portfolio - Class S   281   273   376   71
      ING Opportunistic Large Cap Value Portfolio - Class S   3,338   4,133   785   5,278
      ING Russell™ Global Large Cap Index 85% Portfolio - Class S   4,040   1,426   -   -
      ING Russell™ Large Cap Index Portfolio - Class S   38,457   10,460   -   -
      ING Russell™ Mid Cap Index Portfolio - Class S   33,357   3,426   -   -
      ING Russell™ Small Cap Index Portfolio - Class S   116,495   17,769   -   -
      ING VP Index Plus LargeCap Portfolio - Class S   103,292   94,213   145,502   55,366
      ING VP Index Plus MidCap Portfolio - Class S   40,631   54,718   76,612   57,405
      ING VP Index Plus SmallCap Portfolio - Class S   23,724   46,622   52,914   47,861
      ING VP Small Company Portfolio - Class S   65,062   11,441   1,293   402
      ING WisdomTreeSM Global High-Yielding Equity Index Portfolio - Class S   225,953   8,759   -   -
ING Variable Products Trust:                
      ING VP Financial Services Portfolio - Class S   25,307   77,734   26,586   33,157
      ING VP International Value Portfolio - Class S   6,021   1,879   8,085   1,127
      ING VP MidCap Opportunities Portfolio - Class S   355,725   33,335   497   5,968
      ING VP Real Estate Portfolio - Class S   2,671   9,129   5,536   1,712
      ING VP SmallCap Opportunities Portfolio - Class S   12,733   18,918   3,758   31,383
ING VP Balanced Portfolio, Inc.:                
      ING VP Balanced Portfolio - Class S   2,379   2,160   1,925   2,259
ING VP Intermediate Bond Portfolio:                
      ING VP Intermediate Bond Portfolio - Class S   484,837   220,106   515,699   73,908
Legg Mason Partners Variable Equity Trust:                
      Legg Mason Partners Variable International All Cap Opportunity Portfolio   2   31   53   40
      Legg Mason Partners Variable Investors Portfolio   7   44   270   92

153

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements
 
 
 
        Year ended December 31    
    2008   2007
    Purchases   Sales   Purchases   Sales
      (Dollars in thousands)  
Legg Mason Partners Variable Income Trust:          
      Legg Mason Partners Variable High Income Portfolio   $ 8   $ 36   $ 11   $ 30
      Legg Mason Partners Variable Money Market Portfolio   3   146   179   36
Oppenheimer Variable Account Funds:          
      Oppenheimer Main Street Small Cap Fund®/VA - Service Class   347   285   905   316
PIMCO Variable Insurance Trust:          
      PIMCO Real Return Portfolio - Administrative Class   7,725   1,642   1,468   441
Pioneer Variable Contracts Trust:          
      Pioneer Equity Income VCT Portfolio - Class II   5,223   1,571   10,344   1,468
      Pioneer Small Cap Value VCT Portfolio - Class II   665   915   1,620   1,756
ProFunds:          
      ProFund VP Bull   372   6,426   13,861   42,902
      ProFund VP Europe 30   2,885   4,958   950   10,594
      ProFund VP Rising Rates Opportunity   1,436   8,874   9,572   23,579
      ProFund VP Small-Cap   5,163   60,908   27,879   57,717
Wells Fargo Funds Trust:          
      Wells Fargo Advantage Asset Allocation Fund   287   411   132   390
      Wells Fargo Advantage C&B Large Cap Value Fund   7   113   9   70
      Wells Fargo Advantage Equity Income Fund   140   134   87   134
      Wells Fargo Advantage Large Company Growth Fund   21   458   18   420
      Wells Fargo Advantage Money Market Fund   2   86   10   197
      Wells Fargo Advantage Small Cap Growth Fund   189   140   139   142
      Wells Fargo Advantage Total Return Bond Fund   58   314   103   184

154

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

8. Changes in Units

The changes in units outstanding for the years ended December 31, 2008 and 2007 are shown in the following table. The activity
includes contractowners electing to update a DVA 100 or DVA Series 100 Contract to a DVA Contract. Updates to DVA
Contracts resulted in both a redemption (surrender of the old Contract) and an issue (acquisition of the new Contract).

            Year ended December 31        
        2008           2007    
    Units   Units   Net Increase   Units   Units   Net Increase
    Issued   Redeemed   (Decrease)   Issued   Redeemed   (Decrease)
AIM Variable Insurance Funds:                        
AIM V.I. Leisure Fund - Series I Shares   104,608   859,682   (755,074)   49,589   690,018   (640,429)
BlackRock Variable Series Funds, Inc.:                        
BlackRock Global Allocation V.I. Fund - Class III   57,209,847   7,307,190   49,902,657   -   -   -
Columbia Funds Variable Insurance Trust:                        
Columbia Asset Allocation Fund, Variable Series - Class A   2,325   20,743   (18,418)   8,386   2,960   5,426
Columbia Federal Securities Fund, Variable Series - Class A   444   5,324   (4,880)   -   490   (490)
Columbia Large Cap Growth Fund, Variable Series - Class A   299   3,722   (3,423)   11   10,772   (10,761)
Columbia Small Cap Value Fund, Variable Series - Class B   179,657   3,140,307   (2,960,650)   246,895   3,607,340   (3,360,445)
Columbia Small Company Growth Fund, Variable Series - Class A   -   144   (144)   408   481   (73)
Fidelity® Variable Insurance Products:                        
Fidelity® VIP Equity-Income Portfolio - Service Class 2   3,214,538   8,981,668   (5,767,130)   7,286,695   7,379,935   (93,240)
Fidelity® Variable Insurance Products II:                        
Fidelity® VIP Contrafund® Portfolio - Service Class 2   38,407,606   22,732,411   15,675,195   22,564,754   5,226,744   17,338,010
Franklin Templeton Variable Insurance Products Trust:                        
Franklin Small Cap Value Securities Fund - Class 2   375,150   243,139   132,011   252,138   76,303   175,835
ING GET Fund:                        
ING GET Fund - Series U   8,133   6,231,221   (6,223,088)   27,785   1,429,250   (1,401,465)
ING GET Fund - Series V   83,696   9,515,895   (9,432,199)   41,719   2,662,149   (2,620,430)
ING Investors Trust:                        
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class   4,875,586   7,856,182   (2,980,596)   4,146,546   5,263,128   (1,116,582)
ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class   114,147   228,342   (114,195)   91,253   168,268   (77,015)
ING American Funds Asset Allocation Portfolio   23,895,240   3,215,712   20,679,528   -   -   -
ING American Funds Bond Portfolio   37,631,498   9,063,400   28,568,098   -   -   -
ING American Funds Growth Portfolio   66,078,373   41,512,481   24,565,892   29,789,417   11,277,886   18,511,531
 
 
 
    155                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

            Year ended December 31        
        2008           2007    
    Units   Units   Net Increase   Units   Units   Net Increase
    Issued   Redeemed   (Decrease)   Issued   Redeemed   (Decrease)
ING Investors Trust (continued):                        
ING American Funds Growth-Income Portfolio   40,022,856   26,811,680   13,211,176   23,002,048   9,362,784   13,639,264
ING American Funds International Portfolio   32,644,018   24,864,560   7,779,458   21,450,539   7,509,459   13,941,080
ING American Funds World Allocation Portfolio - Service Class   1,475,870   29,257   1,446,613   -   -   -
ING BlackRock Large Cap Growth Portfolio - Institutional Class   3   2,895   (2,892)   29,431   4,521   24,910
ING BlackRock Large Cap Growth Portfolio - Service Class   5,752,600   5,400,606   351,994   3,392,317   3,299,104   93,213
ING BlackRock Large Cap Value Portfolio - Service Class   87,456   1,082,168   (994,712)   1,152,523   2,187,803   (1,035,280)
ING BlackRock Large Cap Value Portfolio - Service 2 Class   6,407   56,978   (50,571)   22,032   42,824   (20,792)
ING Capital Guardian U.S. Equities Portfolio - Service Class   2,193,027   41,270,183   (39,077,156)   1,477,514   8,501,643   (7,024,129)
ING Capital Guardian U.S. Equities Portfolio - Service 2 Class   12,493   571,686   (559,193)   16,799   160,582   (143,783)
ING EquitiesPlus Portfolio - Service Class   236,620   9,686,886   (9,450,266)   282,023   2,616,093   (2,334,070)
ING EquitiesPlus Portfolio - Service 2 Class   -   3,076   (3,076)   -   -   -
ING Evergreen Health Sciences Portfolio - Service Class   12,348,154   10,033,907   2,314,247   4,388,814   4,346,438   42,376
ING Evergreen Omega Portfolio - Service Class   780,203   450,969   329,234   123,710   372,983   (249,273)
ING Evergreen Omega Portfolio - Service 2 Class   919   15,342   (14,423)   12,926   25,954   (13,028)
ING FMRSM Diversified Mid Cap Portfolio - Service Class   15,533,608   20,806,130   (5,272,522)   32,919,896   11,062,186   21,857,710
ING FMRSM Diversified Mid Cap Portfolio - Service 2 Class   231,193   461,928   (230,735)   607,656   280,761   326,895
ING Focus 5 Portfolio - Service Class   20,714,284   7,849,841   12,864,443   9,998,724   415,746   9,582,978
ING Franklin Income Portfolio - Service Class   29,073,925   22,412,607   6,661,318   24,727,870   7,993,779   16,734,091
ING Franklin Income Portfolio - Service 2 Class   331,544   384,919   (53,375)   666,379   110,792   555,587
ING Franklin Mutual Shares Portfolio - Service Class   11,340,120   7,955,038   3,385,082   18,258,291   1,438,192   16,820,099
ING Franklin Templeton Founding Strategy Portfolio - Service Class   79,149,769   20,954,019   58,195,750   56,203,844   1,896,492   54,307,352
ING Global Real Estate Portfolio - Service Class   13,935,069   8,931,567   5,003,502   11,380,603   5,227,955   6,152,648
ING Global Real Estate Portfolio - Service 2 Class   95,994   79,211   16,783   157,514   68,894   88,620
ING Global Resources Portfolio - Service Class   17,080,043   13,531,849   3,548,194   8,192,476   4,611,641   3,580,835
ING Global Resources Portfolio - Service 2 Class   284,537   353,794   (69,257)   222,469   231,278   (8,809)
ING Global Technology Portfolio - Service Class   3,329,972   18,786,861   (15,456,889)   10,465,819   5,449,106   5,016,713
ING Global Technology Portfolio - Service 2 Class   14,954   454,103   (439,149)   69,329   71,773   (2,444)
ING International Growth Opportunities Portfolio - Service Class   347,675   2,195,689   (1,848,014)   50,536   2,561,047   (2,510,511)
 
 
 
 
    156                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

            Year ended December 31        
        2008           2007    
    Units   Units   Net Increase   Units   Units   Net Increase
    Issued   Redeemed   (Decrease)   Issued   Redeemed   (Decrease)
ING Investors Trust (continued):                        
ING International Growth Opportunities Portfolio - Service 2 Class   24,951   85,424   (60,473)   897   64,326   (63,429)
ING Janus Contrarian Portfolio - Service Class   24,274,047   22,399,880   1,874,167   42,142,210   5,958,892   36,183,318
ING Janus Contrarian Portfolio - Service 2 Class   240,422   315,896   (75,474)   1,538,004   186,277   1,351,727
ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class   182,330   313,840   (131,510)   223,981   229,731   (5,750)
ING JPMorgan Emerging Markets Equity Portfolio - Service Class   20,248,514   19,777,306   471,208   15,526,244   8,036,460   7,489,784
ING JPMorgan Small Cap Core Equity Portfolio - Service Class   2,331,586   6,052,262   (3,720,676)   5,325,143   4,871,239   453,904
ING JPMorgan Small Cap Core Equity Portfolio - Service 2 Class   66,112   531,318   (465,206)   269,344   332,299   (62,955)
ING JPMorgan Value Opportunities Portfolio - Service Class   243,112   1,134,143   (891,031)   1,835,681   4,012,744   (2,177,063)
ING JPMorgan Value Opportunities Portfolio - Service 2 Class   3,859   46,066   (42,207)   50,178   48,886   1,292
ING Julius Baer Foreign Portfolio - Service Class   18,699,161   18,683,200   15,961   17,231,773   7,734,483   9,497,290
ING Julius Baer Foreign Portfolio - Service 2 Class   302,000   479,674   (177,674)   378,723   350,120   28,603
ING Legg Mason Value Portfolio - Service Class   5,311,958   11,855,180   (6,543,222)   6,298,586   10,000,160   (3,701,574)
ING Legg Mason Value Portfolio - Service 2 Class   200,132   456,493   (256,361)   105,163   283,900   (178,737)
ING LifeStyle Aggressive Growth Portfolio - Service Class   20,081,738   20,886,430   (804,692)   23,531,119   10,921,006   12,610,113
ING LifeStyle Aggressive Growth Portfolio - Service 2 Class   119,492   82,910   36,582   194,362   69,860   124,502
ING LifeStyle Conservative Portfolio - Service Class   17,350,368   1,250,179   16,100,189   -   -   -
ING LifeStyle Growth Portfolio - Service Class   128,672,824   65,931,731   62,741,093   97,552,170   15,001,336   82,550,834
ING LifeStyle Growth Portfolio - Service 2 Class   393,960   164,843   229,117   394,425   112,425   282,000
ING LifeStyle Moderate Growth Portfolio - Service Class   108,054,957   55,553,992   52,500,965   72,004,448   12,849,674   59,154,774
ING LifeStyle Moderate Growth Portfolio - Service 2 Class   395,247   369,658   25,589   926,003   86,239   839,764
ING LifeStyle Moderate Portfolio - Service Class   90,761,793   39,182,323   51,579,470   42,883,011   14,146,466   28,736,545
ING LifeStyle Moderate Portfolio - Service 2 Class   774,140   616,897   157,243   643,331   194,029   449,302
ING Limited Maturity Bond Portfolio - Service Class   290,597   2,356,870   (2,066,273)   74,412   2,373,798   (2,299,386)
ING Liquid Assets Portfolio - Service Class   318,256,889   235,944,081   82,312,808   93,757,034   71,823,815   21,933,219
ING Liquid Assets Portfolio - Service 2 Class   10,022,475   6,984,421   3,038,054   2,815,522   2,022,559   792,963
ING Lord Abbett Affiliated Portfolio - Service Class   289,874   2,329,501   (2,039,627)   528,161   3,255,802   (2,727,641)
ING Lord Abbett Affiliated Portfolio - Service 2 Class   3,898   29,418   (25,520)   13,870   33,636   (19,766)
ING Marsico Growth Portfolio - Service Class   9,714,966   13,856,667   (4,141,701)   6,373,439   9,569,402   (3,195,963)
ING Marsico Growth Portfolio - Service 2 Class   99,590   230,242   (130,652)   143,040   213,203   (70,163)
ING Marsico International Opportunities Portfolio - Service Class   11,123,956   9,422,714   1,701,242   9,007,048   4,378,693   4,628,355
 
 
 
    157                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

            Year ended December 31        
        2008           2007    
    Units   Units   Net Increase   Units   Units   Net Increase
    Issued   Redeemed   (Decrease)   Issued   Redeemed   (Decrease)
ING Investors Trust (continued):                        
ING MFS Total Return Portfolio - Service Class   7,594,899   12,608,231   (5,013,332)   3,905,441   8,874,134   (4,968,693)
ING MFS Total Return Portfolio - Service 2 Class   129,192   614,062   (484,870)   329,807   644,535   (314,728)
ING MFS Utilities Portfolio - Service Class   23,836,751   19,922,925   3,913,826   16,858,864   7,663,895   9,194,969
ING Mid Cap Growth Portfolio - Service Class   154,164   15,313,207   (15,159,043)   453,203   4,190,342   (3,737,139)
ING Mid Cap Growth Portfolio - Service Class 2   5,852   1,271,771   (1,265,919)   50,146   161,152   (111,006)
ING Multi-Manager International Small Cap Portfolio - Class S   969,332   475,485   493,847   -   -   -
ING Oppenheimer Active Asset Allocation Portfolio - Service Class   427,911   16,299   411,612   -   -   -
ING Oppenheimer Main Street Portfolio® - Service Class   2,667,157   4,848,712   (2,181,555)   1,086,370   3,823,715   (2,737,345)
ING Oppenheimer Main Street Portfolio® - Service 2 Class   11,717   43,757   (32,040)   17,382   43,427   (26,045)
ING PIMCO Core Bond Portfolio - Service Class   148,312,824   68,903,229   79,409,595   32,180,852   11,423,159   20,757,693
ING PIMCO Core Bond Portfolio - Service 2 Class   2,422,074   1,361,491   1,060,583   874,413   626,201   248,212
ING PIMCO High Yield Portfolio - Service Class   7,328,265   19,504,693   (12,176,428)   14,830,119   21,624,655   (6,794,536)
ING Pioneer Fund Portfolio - Service Class   637,444   2,057,989   (1,420,545)   1,488,496   2,393,316   (904,820)
ING Pioneer Mid Cap Value Portfolio - Service Class   28,952,917   20,716,105   8,236,812   8,950,069   9,108,794   (158,725)
ING T. Rowe Price Capital Appreciation Portfolio - Service Class   28,597,491   24,119,335   4,478,156   13,154,544   7,974,624   5,179,920
ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class   301,468   1,194,157   (892,689)   423,559   863,366   (439,807)
ING T. Rowe Price Equity Income Portfolio - Service Class   7,655,742   9,493,239   (1,837,497)   3,558,971   5,826,295   (2,267,324)
ING T. Rowe Price Equity Income Portfolio - Service 2 Class   186,781   364,938   (178,157)   115,777   246,775   (130,998)
ING Templeton Global Growth Portfolio - Service Class   3,095,739   4,953,235   (1,857,496)   3,345,705   3,805,315   (459,610)
ING Templeton Global Growth Portfolio - Service 2 Class   30,067   137,053   (106,986)   50,309   67,133   (16,824)
ING UBS U.S. Allocation Portfolio - Service Class   30,820   8,014,724   (7,983,904)   75,621   1,903,072   (1,827,451)
ING UBS U.S. Allocation Portfolio - Service 2 Class   8,531   360,602   (352,071)   2,104   58,309   (56,205)
ING Van Kampen Capital Growth Portfolio - Service Class   16,999,139   4,838,809   12,160,330   477,340   1,413,198   (935,858)
ING Van Kampen Capital Growth Portfolio - Service 2 Class   18,672   907,281   (888,609)   44,342   134,547   (90,205)
ING Van Kampen Global Franchise Portfolio - Service Class   6,603,917   8,484,047   (1,880,130)   6,554,668   6,017,138   537,530
ING Van Kampen Global Franchise Portfolio - Service 2 Class   151,446   779,421   (627,975)   186,901   391,454   (204,553)
ING Van Kampen Global Tactical Asset Allocation Portfolio - Service                        
Class   376,816   58,534   318,282   -   -   -
ING Van Kampen Growth and Income Portfolio - Service Class   3,960,823   6,953,624   (2,992,801)   2,255,192   5,781,347   (3,526,155)
ING Van Kampen Growth and Income Portfolio - Service 2 Class   216,645   833,877   (617,232)   241,010   483,252   (242,242)
ING Van Kampen Large Cap Growth Portfolio - Service Class   1,621,728   16,537,045   (14,915,317)   2,173,506   4,749,350   (2,575,844)
 
 
    158                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

            Year ended December 31        
        2008           2007    
    Units   Units   Net Increase   Units   Units   Net Increase
    Issued   Redeemed   (Decrease)   Issued   Redeemed   (Decrease)
ING Investors Trust (continued):                        
ING Van Kampen Real Estate Portfolio - Service Class   1,895,100   4,168,239   (2,273,139)   2,200,314   5,656,024   (3,455,710)
ING Van Kampen Real Estate Portfolio - Service 2 Class   99,116   313,390   (214,274)   162,695   276,870   (114,175)
ING VP Index Plus International Equity Portfolio - Service Class   316,780   1,041,046   (724,266)   3,523,727   2,966,888   556,839
ING VP Index Plus International Equity Portfolio - Service 2 Class   1,387   22,864   (21,477)   31,966   26,632   5,334
ING Wells Fargo Disciplined Value Portfolio - Service Class   495,396   9,464,345   (8,968,949)   364,639   2,653,205   (2,288,566)
ING Wells Fargo Disciplined Value Portfolio - Service 2 Class   1,754   290,581   (288,827)   10,864   32,408   (21,544)
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class   49,110   449,683   (400,573)   871,831   1,703,447   (831,616)
ING Wells Fargo Small Cap Disciplined Portfolio - Service 2 Class   419   7,989   (7,570)   10,381   65,860   (55,479)
ING Mutual Funds:                        
ING Diversified International Fund - Class R   1,357   6,179   (4,822)   41,018   14,524   26,494
ING Partners, Inc.:                        
ING American Century Large Company Value Portfolio - Service Class   12,181   6,516   5,665   6,241   23,235   (16,994)
ING American Century Small-Mid Cap Value Portfolio - Service Class   8,498   6,369   2,129   10,345   14,993   (4,648)
ING Baron Small Cap Growth Portfolio - Service Class   14,185,144   9,097,198   5,087,946   10,615,603   4,068,626   6,546,977
ING Columbia Small Cap Value II Portfolio - Service Class   18,865,474   12,373,074   6,492,400   10,796,437   3,737,600   7,058,837
ING Davis New York Venture Portfolio - Service Class   17,588,696   6,274,019   11,314,677   10,139,826   2,365,738   7,774,088
ING JPMorgan International Portfolio - Service Class   1,116,856   10,663,229   (9,546,373)   4,668,459   3,781,283   887,176
ING JPMorgan Mid Cap Value Portfolio - Service Class   4,500,990   1,905,326   2,595,664   247,695   430,579   (182,884)
ING Legg Mason Partners Aggressive Growth Portfolio - Service Class   1,110,284   2,547,033   (1,436,749)   2,222,837   2,867,147   (644,310)
ING Neuberger Berman Partners Portfolio - Service Class   515,915   2,985,982   (2,470,067)   388,810   3,835,983   (3,447,173)
ING Neuberger Berman Regency Portfolio - Service Class   1,543,565   2,816,360   (1,272,795)   1,903,238   939,755   963,483
ING OpCap Balanced Value Portfolio - Service Class   4,127   54,033   (49,906)   15,254   22,040   (6,786)
ING Oppenheimer Global Portfolio - Initial Class   34,824   244,888   (210,064)   25,562   263,881   (238,319)
ING Oppenheimer Global Portfolio - Service Class   5,982,499   4,603,003   1,379,496   5,060,340   1,995,229   3,065,111
ING Oppenheimer Strategic Income Portfolio - Service Class   591,212   539,474   51,738   537,568   59,995   477,573
ING PIMCO Total Return Portfolio - Service Class   508,319   181,381   326,938   175,876   49,256   126,620
ING Solution 2015 Portfolio - Service Class   807,195   292,478   514,717   606,041   118,452   487,589
ING Solution 2025 Portfolio - Service Class   697,835   106,385   591,450   376,979   68,156   308,823
ING Solution 2035 Portfolio - Service Class   421,452   36,400   385,052   614,276   145,947   468,329
 
 
 
 
    159                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

            Year ended December 31        
        2008           2007    
    Units   Units   Net Increase   Units   Units   Net Increase
    Issued   Redeemed   (Decrease)   Issued   Redeemed   (Decrease)
ING Partners, Inc. (continued):                        
ING Solution 2045 Portfolio - Service Class   79,705   10,611   69,094   85,663   25,557   60,106
ING Solution Income Portfolio - Service Class   352,910   179,167   173,743   371,396   15,267   356,129
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service                        
Class   173,642   38,243   135,399   92,840   40,400   52,440
ING T. Rowe Price Growth Equity Portfolio - Service Class   4,856,598   3,124,542   1,732,056   3,927,246   912,915   3,014,331
ING Templeton Foreign Equity Portfolio - Service Class   23,495,762   10,533,852   12,961,910   10,843,184   4,355,628   6,487,556
ING Thornburg Value Portfolio - Initial Class   12,370   70,971   (58,601)   23,570   107,590   (84,020)
ING Thornburg Value Portfolio - Service Class   66,473   494,495   (428,022)   1,767,400   1,252,554   514,846
ING UBS U.S. Large Cap Equity Portfolio - Service Class   74,285   364,563   (290,278)   536,086   1,188,444   (652,358)
ING UBS U.S. Small Cap Growth Portfolio - Service Class   77,036   333,748   (256,712)   716,057   976,619   (260,562)
ING Van Kampen Comstock Portfolio - Service Class   4,752,673   5,122,227   (369,554)   3,683,459   2,777,229   906,230
ING Van Kampen Equity and Income Portfolio - Initial Class   4,321   66,669   (62,348)   653   38,605   (37,952)
ING Van Kampen Equity and Income Portfolio - Service Class   15,369,468   5,160,161   10,209,307   4,313,892   1,149,257   3,164,635
ING Strategic Allocation Portfolios, Inc.:                        
ING VP Strategic Allocation Conservative Portfolio - Class S   22,249   15,008   7,241   66,377   20,091   46,286
ING VP Strategic Allocation Growth Portfolio - Class S   24,916   4,989   19,927   19,553   12,080   7,473
ING VP Strategic Allocation Moderate Portfolio - Class S   12,127   13,804   (1,677)   18,075   9,633   8,442
ING Variable Funds:                        
ING VP Growth and Income Portfolio - Class I   68   477   (409)   15,093   27   15,066
ING VP Growth and Income Portfolio - Class S   54,369,875   10,094,718   44,275,157   231,814   53,562   178,252
ING Variable Insurance Trust:                        
ING GET U.S. Core Portfolio - Series 1   116,698   6,726,948   (6,610,250)   68,048   1,839,469   (1,771,421)
ING GET U.S. Core Portfolio - Series 2   141,695   4,918,370   (4,776,675)   11,269   1,371,451   (1,360,182)
ING GET U.S. Core Portfolio - Series 3   99,250   896,367   (797,117)   461,393   2,478,009   (2,016,616)
ING GET U.S. Core Portfolio - Series 4   132,927   737,417   (604,490)   659,129   2,023,924   (1,364,795)
ING GET U.S. Core Portfolio - Series 5   30,371   435,448   (405,077)   313,238   787,386   (474,148)
ING GET U.S. Core Portfolio - Series 6   15,244   432,401   (417,157)   140,486   669,356   (528,870)
ING GET U.S. Core Portfolio - Series 7   71,084   381,434   (310,350)   113,190   750,603   (637,413)
ING GET U.S. Core Portfolio - Series 8   58,893   230,012   (171,119)   3,065   104,812   (101,747)
ING GET U.S. Core Portfolio - Series 9   27,518   117,771   (90,253)   5,684   258,939   (253,255)
ING GET U.S. Core Portfolio - Series 10   93,484   153,870   (60,386)   10,278   253,221   (242,943)
 
 
    160                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

            Year ended December 31        
        2008           2007    
    Units   Units   Net Increase   Units   Units   Net Increase
    Issued   Redeemed   (Decrease)   Issued   Redeemed   (Decrease)
ING Variable Insurance Trust (continued):                        
ING GET U.S. Core Portfolio - Series 11   26,699   121,272   (94,573)   207,824   427,490   (219,666)
ING GET U.S. Core Portfolio - Series 12   3,294   91,027   (87,733)   12,091   83,121   (71,030)
ING GET U.S. Core Portfolio - Series 13   2,187,257   3,476,413   (1,289,156)   18,043   1,797,294   (1,779,251)
ING GET U.S. Core Portfolio - Series 14   574,041   1,850,938   (1,276,897)   9,914,485   1,254,365   8,660,120
ING VP Global Equity Dividend Portfolio   13,743   5,509,267   (5,495,524)   35,219   1,319,249   (1,284,030)
ING Variable Portfolios, Inc.:                        
ING BlackRock Global Science and Technology Portfolio - Class S   19,307,804   5,970,899   13,336,905   41,686   10,858   30,828
ING Global Equity Option Portfolio - Class S   269,308   8,647   260,661   -   -   -
ING International Index Portfolio - Class S   1,344,546   346,297   998,249   -   -   -
ING Lehman Brothers U.S. Aggregate Bond Index® Portfolio - Class S   26,307,158   8,888,992   17,418,166   -   -   -
ING Opportunistic Large Cap Growth Portfolio - Class S   24,035   24,639   (604)   28,426   6,159   22,267
ING Opportunistic Large Cap Value Portfolio - Class S   76,054   482,859   (406,805)   74,779   474,964   (400,185)
ING Russell™ Global Large Cap Index 85% Portfolio - Class S   559,291   224,391   334,900   -   -   -
ING Russell™ Large Cap Index Portfolio - Class S   5,347,374   1,928,900   3,418,474   -   -   -
ING Russell™ Mid Cap Index Portfolio - Class S   4,727,979   1,024,428   3,703,551   -   -   -
ING Russell™ Small Cap Index Portfolio - Class S   14,797,236   4,654,693   10,142,543   -   -   -
ING VP Index Plus LargeCap Portfolio - Class S   9,830,865   11,570,172   (1,739,307)   14,794,359   6,908,813   7,885,546
ING VP Index Plus MidCap Portfolio - Class S   3,015,661   6,163,391   (3,147,730)   6,575,887   6,157,291   418,596
ING VP Index Plus SmallCap Portfolio - Class S   2,437,053   5,151,198   (2,714,145)   4,376,954   5,000,708   (623,754)
ING VP Small Company Portfolio - Class S   8,414,905   2,700,247   5,714,658   60,397   29,488   30,909
ING WisdomTreeSM Global High-Yielding Equity Index Portfolio -                        
Class S   29,686,496   5,744,115   23,942,381   -   -   -
ING Variable Products Trust:                        
ING VP Financial Services Portfolio - Class S   3,145,142   9,261,640   (6,116,498)   2,574,858   3,362,250   (787,392)
ING VP International Value Portfolio - Class S   308,055   200,121   107,934   356,474   103,828   252,646
ING VP MidCap Opportunities Portfolio - Class S   39,227,782   7,465,272   31,762,510   65,351   627,961   (562,610)
ING VP Real Estate Portfolio - Class S   142,755   742,451   (599,696)   380,145   172,000   208,145
ING VP SmallCap Opportunities Portfolio - Class S   576,329   2,931,439   (2,355,110)   801,987   3,753,438   (2,951,451)
ING VP Balanced Portfolio, Inc.:                        
ING VP Balanced Portfolio - Class S   154,763   244,970   (90,207)   151,904   245,344   (93,440)
 
 
 
    161                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

            Year ended December 31        
        2008           2007    
    Units   Units   Net Increase   Units   Units   Net Increase
    Issued   Redeemed   (Decrease)   Issued   Redeemed   (Decrease)
ING VP Intermediate Bond Portfolio:                        
ING VP Intermediate Bond Portfolio - Class S   72,084,714   56,248,042   15,836,672   51,657,398   15,860,782   35,796,616
Legg Mason Partners Variable Equity Trust:                        
Legg Mason Partners Variable International All Cap Opportunity                        
Portfolio   41   1,863   (1,822)   29   2,145   (2,116)
Legg Mason Partners Variable Investors Portfolio   438   5,875   (5,437)   26,328   8,991   17,337
Legg Mason Partners Variable Income Trust:                        
Legg Mason Partners Variable High Income Portfolio   13   2,153   (2,140)   44   1,624   (1,580)
Legg Mason Partners Variable Money Market Portfolio   700   11,400   (10,700)   13,241   2,667   10,574
Oppenheimer Variable Account Funds:                        
Oppenheimer Main Street Small Cap Fund®/VA - Service Class   18,190   17,432   758   45,506   17,822   27,684
PIMCO Variable Insurance Trust:                        
PIMCO Real Return Portfolio - Administrative Class   787,873   264,788   523,085   140,529   48,748   91,781
Pioneer Variable Contracts Trust:                        
Pioneer Equity Income VCT Portfolio - Class II   424,102   242,777   181,325   633,970   153,393   480,577
Pioneer Small Cap Value VCT Portfolio - Class II   42,454   140,795   (98,341)   45,038   179,382   (134,344)
ProFunds:                        
ProFund VP Bull   241,994   947,511   (705,517)   1,643,998   4,462,811   (2,818,813)
ProFund VP Europe 30   50,496   485,032   (434,536)   27,228   833,461   (806,233)
ProFund VP Rising Rates Opportunity   248,601   1,391,333   (1,142,732)   1,493,646   3,380,268   (1,886,622)
ProFund VP Small-Cap   287,439   5,413,204   (5,125,765)   1,807,007   4,774,204   (2,967,197)
Wells Fargo Funds Trust:                        
Wells Fargo Advantage Asset Allocation Fund   1,340   32,662   (31,322)   412   26,763   (26,351)
Wells Fargo Advantage C&B Large Cap Value Fund   298   9,273   (8,975)   236   4,255   (4,019)
Wells Fargo Advantage Equity Income Fund   2,424   13,327   (10,903)   147   7,839   (7,692)
Wells Fargo Advantage Large Company Growth Fund   4,152   48,046   (43,894)   1,775   32,803   (31,028)
Wells Fargo Advantage Money Market Fund   -   8,122   (8,122)   -   18,720   (18,720)
Wells Fargo Advantage Small Cap Growth Fund   372   9,704   (9,332)   166   8,000   (7,834)
Wells Fargo Advantage Total Return Bond Fund   2   26,260   (26,258)   3,957   15,062   (11,105)
 
 
 
 
    162                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
9.   Unit Summary            
 
 
    Division/Contract   Units   Unit Value   Extended Value
    AIM V.I. Leisure Fund - Series I Shares            
    Contracts in accumulation period:            
    Band 4   4,742.952   $ 7.95   $ 37,706
    Band 5   6,468.665                            7.92   51,232
    Band 6   267,247.389                            7.87   2,103,237
    Band 7   301,705.626                            7.84   2,365,372
    Band 8   64,491.267                            7.79   502,387
    Band 9   33,109.303                            7.76   256,928
    Band 10   251,551.788                            7.74   1,947,011
    Band 11   82,780.105                            7.71   638,235
    Band 12   109,827.602                            7.69   844,574
    Band 13   178,444.804                            7.66   1,366,887
    Band 14   315,814.631                            7.61   2,403,349
    Band 15   83,040.546                            7.58   629,447
    Band 16   4,902.420                            7.53   36,915
    Band 17   187,576.807                            7.50   1,406,826
    Band 18   1,547.001                            7.48   11,572
    Band 19   45,659.264                            7.43   339,248
    Band 20   221,649.320                            7.63   1,691,184
    Band 21   30,155.943                            7.56   227,979
    Band 26   11,818.298                            8.11   95,846
    Band 27   13,508.906                            7.95   107,396
    Band 28   403.891                            7.87   3,179
    Band 29   16,489.846                            7.84   129,280
    Band 30   12,158.036                            7.68   93,374
    Band 31   3,826.083                            7.61   29,116
    Band 32   445.983                            7.46   3,327
    Band 34   817.385                            7.28   5,951
    Band 41   7,777.692                            7.89   61,366
    Band 42   1,886.347                            7.81   14,732
    Band 43   14,291.781                            7.75   110,761
    Band 45   1,899.865                            6.80   12,919
    Band 46   43,212.524                            6.57   283,906
    Band 47   8,571.531                            6.53   55,972
        2,327,823.601       $ 17,867,214

163

 ING USA ANNUITY AND LIFE INSURANCE COMPANY
 SEPARATE ACCOUNT B
Notes to Financial Statements
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   BlackRock Global Allocation V.I. Fund - Class III            
                   Contracts in accumulation period:            
                   Band 2   8,355.500   $ 8.02   $ 67,011
                   Band 4   19,888.089                            8.00   159,105
                   Band 5   5,483.069                            8.00   43,865
                   Band 6   5,658,471.677                            7.99   45,211,189
                   Band 7   1,398,127.123                            7.99   11,171,036
                   Band 8   3,029,922.707                            7.98   24,178,783
                   Band 9   99,300.657                            7.98   792,419
                   Band 10   14,862,682.360                            7.98   118,604,205
                   Band 11   1,684,293.624                            7.97   13,423,820
                   Band 12   167,445.465                            7.97   1,334,540
                   Band 13   2,906,934.491                            7.97   23,168,268
                   Band 14   2,686,180.582                            7.96   21,381,997
                   Band 15   4,810,195.451                            7.96   38,289,156
                   Band 16   323,318.190                            7.95   2,570,380
                   Band 17   3,501,780.443                            7.95   27,839,155
                   Band 18   6,638.649                            7.95   52,777
                   Band 19   122,021.433                            7.94   968,850
                   Band 20   1,238,981.213                            7.97   9,874,680
                   Band 21   130,423.786                            7.96   1,038,173
                   Band 26   157,682.953                            8.02   1,264,617
                   Band 27   32,380.386                            8.00   259,043
                   Band 28   219.205                            7.99   1,751
                   Band 29   144,330.733                            7.99   1,153,203
                   Band 30   29,713.794                            7.97   236,819
                   Band 31   17,229.101                            7.96   137,144
                   Band 34   10,017.043                            7.92   79,335
                   Band 38   138,659.517                            8.02   1,112,049
                   Band 41   2,681.829                            7.97   21,374
                   Band 43   89,906.036                            7.95   714,753
                   Band 45   1,211.413                            7.92   9,594
                   Band 46   3,862,644.533                            7.94   30,669,398
                   Band 47   868,355.783                            7.94   6,894,745
                   Band 50   3,871.173                            7.97   30,853
                   Band 55   1,451.509                            7.98   11,583
                   Band 56   1,838,877.576                            8.01   14,729,409
                   Band 57   22,562.738                            7.97   179,825
                   Band 59   9,878.613                            7.94   78,436
                   Band 60   10,538.377                            7.98   84,096
    49,902,656.821       $ 397,837,436
 
 
 
 
                                                             164            

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   Columbia Asset Allocation Fund, Variable Series -            
                       Class A            
                   Contracts in accumulation period:            
                   Band 6   667.658   $ 11.45   $ 7,645
                   Band 7   13,135.132   11.42   150,003
                   Band 8   3,321.125   11.35   37,695
                   Band 9   3,753.571   11.32   42,490
                   Band 11   1,169.047   11.25   13,152
                   Band 13   940.899   11.19   10,529
    22,987.432       $ 261,514
                   Columbia Federal Securities Fund, Variable Series -            
                       Class A            
                   Contracts in accumulation period:            
                   Band 7   1,824.374   $ 11.93   $ 21,765
                   Band 13   423.964   11.69   4,956
    2,248.338       $ 26,721
                   Columbia Large Cap Growth Fund, Variable Series -            
                       Class A            
                   Contracts in accumulation period:            
                   Band 6   1,967.151   $ 7.67   $ 15,088
                   Band 7   23,763.492   7.66   182,028
                   Band 9   1,668.272   7.61   12,696
                   Band 11   1,020.021   7.58   7,732
                   Band 13   3,532.037   7.55   26,667
                   Band 14   1,802.213   7.52   13,553
    33,753.186       $ 257,764
                   Columbia Small Cap Value Fund, Variable Series -            
                       Class B            
                   Contracts in accumulation period:            
                   Band 2   1,770.705   $ 9.24   $ 16,361
                   Band 4   9,229.941   14.06   129,773
                   Band 5   12,823.214   14.02   179,781
                   Band 6   1,517,241.636   13.94   21,150,348
                   Band 7   1,030,404.839   13.90   14,322,627
                   Band 8   489,524.074   13.82   6,765,223
                   Band 9   51,903.561   13.78   715,231
                   Band 10   1,247,387.731   13.74   17,139,107
                   Band 11   434,602.599   13.70   5,954,056
                   Band 12   195,677.623   13.66   2,672,956
                   Band 13   490,206.035   13.62   6,676,606
                   Band 14   1,667,317.663   13.54   22,575,481
                   Band 15   464,505.745   13.51   6,275,473
                   Band 16   57,651.473   13.43   774,259
                   Band 17   1,052,464.286   13.39   14,092,497
                   Band 18   13,136.255   13.35   175,369
                   Band 19   64,510.565   13.27   856,055
                   Band 20   1,007,368.823   13.58   13,680,069
                   Band 21   77,471.702   13.47   1,043,544
                   Band 26   27,505.082   9.25   254,422

165

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   Columbia Small Cap Value Fund, Variable Series -            
                       Class B (continued)            
                   Band 27   10,980.998   $ 9.15   $ 100,476
                   Band 28   1,152.898   9.10   10,491
                   Band 29   21,383.735   9.08   194,164
                   Band 30   11,727.516   8.98   105,313
                   Band 31   7,124.563   8.93   63,622
                   Band 41   1,198.618   8.98   10,764
                   Band 42   2,130.389   8.92   19,003
                   Band 43   7,295.697   8.87   64,713
                   Band 44   3,154.946   8.75   27,606
                   Band 46   650,445.265   8.29   5,392,191
                   Band 47   40,940.471   8.24   337,349
    10,670,238.648       $ 141,774,930
                   Columbia Small Company Growth Fund, Variable            
                       Series - Class A            
                   Contracts in accumulation period:            
                   Band 6   1,431.655   $ 12.07   $ 17,280
                   Band 7   480.446   12.03   5,780
                   Band 8   1,252.464   11.96   14,979
                   Band 13   1,104.454   11.79   13,022
    4,269.019       $ 51,061
                   Fidelity® VIP Equity-Income Portfolio - Service            
                       Class 2            
                   Contracts in accumulation period:            
                   Band 2   4,363.889   $ 7.87   $ 34,344
                   Band 3   1,720.149   7.66   13,176
                   Band 4   138,149.150   7.72   1,066,511
                   Band 5   88,690.782   7.69   682,032
                   Band 6   3,016,228.364   7.63   23,013,822
                   Band 7   1,938,739.708   7.61   14,753,809
                   Band 8   1,074,632.971   7.55   8,113,479
                   Band 9   324,938.967   7.52   2,443,541
                   Band 10   2,321,019.263   7.49   17,384,434
                   Band 11   667,353.129   7.46   4,978,454
                   Band 12   530,273.351   7.43   3,939,931
                   Band 13   1,236,481.351   7.41   9,162,327
                   Band 14   2,619,458.761   7.35   19,253,022
                   Band 15   901,575.958   7.32   6,599,536
                   Band 16   137,248.612   7.27   997,797
                   Band 17   1,720,702.470   7.24   12,457,886
                   Band 18   33,114.483   7.21   238,755
                   Band 19   127,692.732   7.16   914,280
                   Band 20   1,385,760.259   7.38   10,226,911
                   Band 21   270,877.495   7.29   1,974,697
                   Band 25   10,215.190   7.93   81,006
                   Band 26   401,729.066   7.90   3,173,660

166

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   Fidelity® VIP Equity-Income Portfolio - Service            
                       Class 2 (continued)            
                   Band 27   154,128.876   $ 7.72   $ 1,189,875
                   Band 28   27,415.397   7.63   209,179
                   Band 29   408,019.459   7.60   3,100,948
                   Band 30   172,300.172   7.43   1,280,190
                   Band 31   122,027.041   7.35   896,899
                   Band 32   3,551.209   7.19   25,533
                   Band 33   348.631   7.08   2,468
                   Band 34   917.503   7.00   6,423
                   Band 35   289,513.207   8.02   2,321,896
                   Band 36   25,504.849   7.90   201,488
                   Band 37   32,252.793   7.81   251,894
                   Band 38   622,078.465   9.10   5,660,914
                   Band 39   97,875.854   9.00   880,883
                   Band 40   40,919.858   8.93   365,414
                   Band 41   28,951.402   8.39   242,902
                   Band 42   28,136.543   8.30   233,533
                   Band 43   124,508.892   8.23   1,024,708
                   Band 44   426.773   7.23   3,086
                   Band 45   25,291.028   7.13   180,325
                   Band 46   908,790.136   6.82   6,197,949
                   Band 47   176,414.059   6.78   1,196,087
                   Band 51   676.377   6.42   4,342
                   Band 55   1,302.959   6.52   8,495
                   Band 56   16,734.973   6.01   100,577
    22,259,052.556       $ 167,089,418
                   Fidelity® VIP Contrafund® Portfolio - Service            
                       Class 2            
                   Contracts in accumulation period:            
                   Band 2   13,580.948   $ 8.72   $ 118,426
                   Band 4   411,910.210   10.40   4,283,866
                   Band 5   140,522.105   10.33   1,451,593
                   Band 6   11,187,819.700   8.59   96,103,371
                   Band 7   2,179,470.318   10.22   22,274,187
                   Band 8   5,979,391.179   8.55   51,123,795
                   Band 9   837,577.839   10.10   8,459,536
                   Band 10   14,367,566.180   8.82   126,721,934
                   Band 11   1,689,055.287   8.50   14,356,970
                   Band 12   444,099.829   8.48   3,765,967
                   Band 13   3,901,937.521   9.95   38,824,278
                   Band 14   5,247,164.378   8.43   44,233,596
                   Band 15   4,486,056.348   9.84   44,142,794
                   Band 16   490,869.409   8.39   4,118,394
                   Band 17   4,764,204.557   8.37   39,876,392
                   Band 18   15,967.192   8.35   133,326

167

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   Fidelity® VIP Contrafund® Portfolio - Service            
                       Class 2 (continued)            
                   Band 19   146,257.641   $ 8.57   $ 1,253,428
                   Band 20   1,602,259.423   8.74   14,003,747
                   Band 21   515,329.485   8.68   4,473,060
                   Band 26   867,530.309   10.61   9,204,497
                   Band 27   346,513.430   10.37   3,593,344
                   Band 28   83,418.807   10.25   855,043
                   Band 29   940,563.092   10.21   9,603,149
                   Band 30   306,968.232   9.98   3,063,543
                   Band 31   112,124.489   9.87   1,106,669
                   Band 32   3,117.563   9.66   30,116
                   Band 33   889.807   9.51   8,462
                   Band 34   14,475.318   9.40   136,068
                   Band 35   687,566.660   10.77   7,405,093
                   Band 36   151,254.442   10.61   1,604,810
                   Band 37   86,120.548   10.49   903,405
                   Band 38   2,609,646.792   11.12   29,019,272
                   Band 39   679,944.618   11.00   7,479,391
                   Band 40   250,630.207   10.91   2,734,376
                   Band 41   175,323.117   10.13   1,776,023
                   Band 42   54,444.826   10.02   545,537
                   Band 43   286,978.364   9.94   2,852,565
                   Band 44   14,493.000   8.72   126,379
                   Band 45   42,173.735   8.59   362,272
                   Band 46   5,187,986.499   8.34   43,267,807
                   Band 47   742,258.188   8.29   6,153,320
                   Band 50   35,092.835   7.11   249,510
                   Band 51   798.678   7.06   5,639
                   Band 52   12,249.618   7.17   87,830
                   Band 53   769.975   7.13   5,490
                   Band 54   3,039.638   7.07   21,490
                   Band 55   9,056.027   7.16   64,841
                   Band 56   766,618.524   5.95   4,561,380
                   Band 57   2,753.171   5.92   16,299
                   Band 58   1,107.322   5.90   6,533
                   Band 59   1,573.297   5.89   9,267
                   Band 60   3,244.329   5.92   19,206
    72,901,765.006       $ 656,597,286
                   Franklin Small Cap Value Securities Fund - Class 2            
                   Contracts in accumulation period:            
                   Band 35   65,436.400   $ 11.69   $ 764,952
                   Band 36   16,717.872   11.52   192,590
                   Band 37   8,901.301   11.40   101,475
                   Band 38   335,194.667   11.94   4,002,224
                   Band 39   165,926.765   11.81   1,959,595
                   Band 40   19,263.165   11.71   225,572
    611,440.170       $ 7,246,408

168

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING AllianceBernstein Mid Cap Growth Portfolio -            
Service Class            
                   Contracts in accumulation period:            
                   Band 2   46,421.759   $ 12.60   $ 584,914
                   Band 3   2,287.535   12.04   27,542
                   Band 4   86,648.710   12.20   1,057,114
                   Band 5   67,890.087   12.12   822,828
                   Band 6   2,456,785.774   11.97   29,407,726
                   Band 7   1,277,246.835   11.89   15,186,465
                   Band 8   1,903,819.206   11.73   22,331,799
                   Band 9   278,070.081   11.66   3,242,297
                   Band 10   1,526,860.917   11.58   17,681,049
                   Band 11   2,600,942.493   11.51   29,936,848
                   Band 12   427,938.042   11.43   4,891,332
                   Band 13   1,131,514.498   11.36   12,854,005
                   Band 14   1,779,695.788   11.21   19,950,390
                   Band 15   598,795.206   11.14   6,670,579
                   Band 16   52,336.765   11.00   575,704
                   Band 17   932,094.646   10.93   10,187,794
                   Band 18   16,324.097   10.86   177,280
                   Band 19   66,752.667   10.71   714,921
                   Band 20   474,979.306   11.29   5,362,516
                   Band 21   78,093.455   11.07   864,495
                   Band 25   14,247.769   12.76   181,802
                   Band 26   39,823.038   7.45   296,682
                   Band 27   13,502.575   7.36   99,379
                   Band 28   3,878.798   7.32   28,393
                   Band 29   58,523.064   7.31   427,804
                   Band 30   30,011.668   7.23   216,984
                   Band 31   12,436.555   7.19   89,419
                   Band 32   195.668   7.11   1,391
                   Band 38   69,753.608   6.10   425,497
                   Band 41   9,931.177   7.23   71,802
                   Band 42   1,623.607   7.17   11,641
                   Band 43   30,638.669   7.13   218,454
                   Band 44   1,276.033   7.04   8,983
                   Band 45   314.786   7.00   2,204
                   Band 46   987,212.174   5.99   5,913,401
                   Band 47   81,770.191   5.96   487,350
                   Band 50   3,012.291   6.01   18,104
                   Band 51   2,580.375   5.97   15,405
                   Band 54   977.970   5.98   5,848
                   Band 55   3,479.767   6.05   21,053
                   Band 56   96,893.220   5.87   568,763
                   Band 57   835.315   5.84   4,878
    17,268,416.185       $ 191,642,835

169

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING AllianceBernstein Mid Cap Growth Portfolio -            
Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   158,227.777   $ 12.28   $ 1,943,037
                   Band 8   76.049   12.16   925
                   Band 10   71,794.225   12.09   867,992
                   Band 11   3,751.051   12.05   45,200
                   Band 12   29,019.372   12.01   348,523
                   Band 13   3,684.846   6.05   22,293
                   Band 14   46,158.899   6.42   296,340
                   Band 15   138,519.400   6.40   886,524
                   Band 17   54,863.918   6.36   348,935
                   Band 20   269,947.593   11.93   3,220,475
                   Band 46   148,842.568   5.95   885,613
    924,885.698       $ 8,865,857
                   ING American Funds Asset Allocation Portfolio            
                   Contracts in accumulation period:            
                   Band 2   6,970.807   $ 7.21   $ 50,260
                   Band 4   30,536.826   7.20   219,865
                   Band 5   2,553.282   7.19   18,358
                   Band 6   3,167,030.554   7.19   22,770,950
                   Band 7   407,806.038   7.19   2,932,125
                   Band 8   1,209,035.691   7.18   8,680,876
                   Band 9   6,019.093   7.18   43,217
                   Band 10   6,791,321.072   7.18   48,761,685
                   Band 11   939,254.696   7.17   6,734,456
                   Band 12   49,722.167   7.17   356,508
                   Band 13   984,329.324   7.17   7,057,641
                   Band 14   671,271.588   7.16   4,806,305
                   Band 15   2,220,231.182   7.16   15,896,855
                   Band 16   183,653.180   7.16   1,314,957
                   Band 17   861,696.519   7.15   6,161,130
                   Band 19   3,549.634   7.15   25,380
                   Band 20   614,586.844   7.17   4,406,588
                   Band 21   5,282.052   7.16   37,819
                   Band 26   6,595.481   7.21   47,553
                   Band 27   4,435.442   7.20   31,935
                   Band 29   24,539.047   7.19   176,436
                   Band 30   77,204.502   7.17   553,556
                   Band 31   126.483   7.16   906
                   Band 38   12,762.311   7.21   92,016
                   Band 41   377.004   7.17   2,703
                   Band 42   13,579.183   7.16   97,227
                   Band 43   23,294.447   7.16   166,788
                   Band 45   135.656   7.13   967

170

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING American Funds Asset Allocation Portfolio            
(continued)            
                   Band 46   1,142,003.815   $ 7.15   $ 8,165,327
                   Band 47   144,997.261                            7.14   1,035,280
                   Band 56   1,004,066.415                            7.20   7,229,278
                   Band 57   40,199.525                            7.18   288,633
                   Band 59   12,425.290                            7.15   88,841
                   Band 60   17,935.721                            7.18   128,778
    20,679,528.132       $ 148,381,199
                   ING American Funds Bond Portfolio            
                   Contracts in accumulation period:            
                   Band 2   17,463.432   $ 9.03   $ 157,695
                   Band 4   108,650.449                            8.86   962,643
                   Band 5   11,755.180                            9.01   105,914
                   Band 6   4,629,576.023                            8.85   40,971,748
                   Band 7   738,443.059                            8.84   6,527,837
                   Band 8   1,811,922.223                            8.84   16,017,392
                   Band 9   150,716.108                            8.83   1,330,823
                   Band 10   6,792,467.190                            8.83   59,977,485
                   Band 11   1,125,423.593                            8.82   9,926,236
                   Band 12   208,410.094                            8.82   1,838,177
                   Band 13   1,643,858.765                            8.81   14,482,396
                   Band 14   1,618,624.480                            8.81   14,260,082
                   Band 15   2,361,763.174                            8.80   20,783,516
                   Band 16   102,771.637                            8.79   903,363
                   Band 17   1,672,931.763                            8.79   14,705,070
                   Band 18   5,400.044                            8.79   47,466
                   Band 19   20,375.011                            8.78   178,893
                   Band 20   779,965.404                            8.81   6,871,495
                   Band 21   26,894.067                            8.80   236,668
                   Band 26   44,946.753                            9.04   406,319
                   Band 27   14,956.022                            9.02   134,903
                   Band 28   18,337.658                            9.01   165,222
                   Band 29   133,576.004                            9.00   1,202,184
                   Band 30   43,206.606                            8.98   387,995
                   Band 31   57,287.382                            8.97   513,868
                   Band 32   722.349                            8.95   6,465
                   Band 33   653.612                            8.94   5,843
                   Band 35   104,979.134                            8.90   934,314
                   Band 36   18,380.313                            8.89   163,401
                   Band 37   21,168.260                            8.87   187,762
                   Band 38   797,009.635                            8.88   7,077,446
                   Band 39   196,521.304                            8.87   1,743,144
                   Band 40   81,936.058                            8.85   725,134
                   Band 41   2,538.772                            8.98   22,798

171

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING American Funds Bond Portfolio (continued)            
                   Band 42   1,370.294   $ 8.97   $ 12,292
                   Band 43   56,101.151                            8.96   502,666
                   Band 45   318.256                            8.93   2,842
                   Band 46   1,885,154.268                            8.78   16,551,654
                   Band 47   203,705.464                            8.77   1,786,497
                   Band 55   10,197.571                            8.84   90,147
                   Band 56   982,559.381                            8.87   8,715,302
                   Band 57   42,098.277                            8.82   371,307
                   Band 59   9,314.530                            8.78   81,782
                   Band 60   11,125.435                            8.83   98,238
                   Band 61   2,521.776                            8.81   22,217
    28,568,097.961       $ 252,196,641
                   ING American Funds Growth Portfolio            
                   Contracts in accumulation period:            
                   Band 2   88,041.155   $ 9.06   $ 797,653
                   Band 4   1,107,754.378                            8.94   9,903,324
                   Band 5   220,042.522                            8.92   1,962,779
                   Band 6   26,599,640.420                            8.87   235,938,811
                   Band 7   9,893,947.635                            8.84   87,462,497
                   Band 8   12,347,551.890                            8.80   108,658,457
                   Band 9   2,427,888.486                            8.77   21,292,582
                   Band 10   29,486,642.510                            8.75   258,008,122
                   Band 11   5,030,657.922                            8.72   43,867,337
                   Band 12   1,409,201.453                            8.70   12,260,053
                   Band 13   8,891,893.722                            8.68   77,181,638
                   Band 14   16,053,739.250                            8.63   138,543,770
                   Band 15   13,439,437.200                            8.61   115,713,554
                   Band 16   844,814.973                            8.56   7,231,616
                   Band 17   15,738,966.870                            8.54   134,410,777
                   Band 18   53,752.034                            8.51   457,430
                   Band 19   640,582.037                            8.47   5,425,730
                   Band 20   9,047,366.111                            8.65   78,259,717
                   Band 21   1,212,090.695                            8.58   10,399,738
                   Band 26   1,160,066.737                            9.09   10,545,007
                   Band 27   382,001.157                            8.94   3,415,090
                   Band 28   147,894.626                            8.87   1,311,825
                   Band 29   1,268,126.568                            8.84   11,210,239
                   Band 30   420,582.333                            8.70   3,659,066
                   Band 31   315,600.222                            8.63   2,723,630
                   Band 32   4,291.819                            8.49   36,438
                   Band 33   3,245.677                            8.40   27,264
                   Band 34   29,732.233                            8.33   247,670
                   Band 35   281,820.963                            7.07   1,992,474

172

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING American Funds Growth Portfolio (continued)            
                   Band 36   29,243.484   $ 7.03   $ 205,582
                   Band 37   47,047.033                            9.01   423,894
                   Band 38   3,283,374.639                            7.01   23,016,456
                   Band 39   657,871.380                            6.97   4,585,364
                   Band 40   315,228.286                            6.93   2,184,532
                   Band 41   249,976.953                            8.70   2,174,799
                   Band 42   171,291.445                            8.61   1,474,819
                   Band 43   612,577.156                            8.54   5,231,409
                   Band 44   36,746.686                            7.68   282,215
                   Band 45   53,185.739                            7.56   402,084
                   Band 46   12,796,149.960                            7.39   94,563,548
                   Band 47   1,269,952.887                            7.35   9,334,154
                   Band 50   33,925.982                            6.61   224,251
                   Band 51   78,915.529                            6.56   517,686
                   Band 52   6,630.402                            6.67   44,225
                   Band 53   4,914.733                            6.63   32,585
                   Band 54   9,629.811                            6.57   63,268
                   Band 55   53,101.916                            6.65   353,128
                   Band 56   2,783,949.467                            5.78   16,091,228
                   Band 57   30,226.838                            5.75   173,804
                   Band 59   17,312.070                            5.72   99,025
                   Band 60   9,174.000                            5.76   52,842
                   Band 61   3,882.449                            5.74   22,285
                   Band 62   5,354.997                            5.72   30,631
    181,107,037.440       $ 1,544,528,102
                   ING American Funds Growth-Income Portfolio            
                   Contracts in accumulation period:            
                   Band 2   56,717.205   $ 8.96   $ 508,186
                   Band 4   1,203,246.379                            8.84   10,636,698
                   Band 5   86,505.313                            8.81   762,112
                   Band 6   17,876,389.200                            8.76   156,597,169
                   Band 7   6,340,545.582                            8.74   55,416,368
                   Band 8   8,509,722.442                            8.69   73,949,488
                   Band 9   2,591,642.832                            8.67   22,469,543
                   Band 10   19,704,269.010                            8.65   170,441,927
                   Band 11   3,659,804.664                            8.62   31,547,516
                   Band 12   832,399.684                            8.60   7,158,637
                   Band 13   6,229,253.828                            8.58   53,446,998
                   Band 14   11,680,308.770                            8.53   99,633,034
                   Band 15   9,641,840.459                            8.51   82,052,062
                   Band 16   599,067.433                            8.46   5,068,110
                   Band 17   11,513,721.830                            8.44   97,175,812
                   Band 18   26,482.266                            8.41   222,716

173

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING American Funds Growth-Income Portfolio            
(continued)            
                   Band 19   512,263.084   $ 8.37   $ 4,287,642
                   Band 20   5,697,060.653   8.55   48,709,869
                   Band 21   1,168,294.096   8.48   9,907,134
                   Band 26   955,254.962   8.98   8,578,190
                   Band 27   433,030.389   8.84   3,827,989
                   Band 28   131,221.475   8.76   1,149,500
                   Band 29   1,072,823.241   8.74   9,376,475
                   Band 30   409,427.310   8.60   3,521,075
                   Band 31   203,673.890   8.53   1,737,338
                   Band 32   11,676.940   8.40   98,086
                   Band 33   2,297.745   8.30   19,071
                   Band 34   66,494.665   8.24   547,916
                   Band 35   152,201.849   7.33   1,115,640
                   Band 36   32,161.886   7.28   234,139
                   Band 37   47,612.037   8.91   424,223
                   Band 38   2,090,036.983   7.27   15,194,569
                   Band 39   247,019.943   7.22   1,783,484
                   Band 40   252,807.060   7.18   1,815,155
                   Band 41   195,451.691   8.60   1,680,885
                   Band 42   128,838.583   8.51   1,096,416
                   Band 43   510,150.976   8.44   4,305,674
                   Band 44   28,236.855   7.54   212,906
                   Band 45   67,122.716   7.43   498,722
                   Band 46   8,523,872.449   7.21   61,457,120
                   Band 47   990,722.304   7.16   7,093,572
                   Band 50   23,896.960   6.95   166,084
                   Band 51   492,072.707   6.90   3,395,302
                   Band 52   2,236.151   7.02   15,698
                   Band 53   8,472.905   6.97   59,056
                   Band 54   9,814.707   6.92   67,918
                   Band 55   42,227.229   7.00   295,591
                   Band 56   2,342,258.560   6.43   15,060,723
                   Band 57   12,208.089   6.39   78,010
                   Band 59   10,584.783   6.36   67,319
                   Band 60   11,233.725   6.40   71,896
                   Band 61   3,930.792   6.38   25,078
    127,440,607.287       $ 1,075,061,841
                   ING American Funds International Portfolio            
                   Contracts in accumulation period:            
                   Band 2   75,206.334   $ 12.91   $ 970,914
                   Band 4   406,418.658   12.73   5,173,710
                   Band 5   120,700.278   12.70   1,532,894
                   Band 6   10,841,337.040   12.63   136,926,087
                   Band 7   3,913,609.308   12.60   49,311,477

174

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING American Funds International Portfolio            
(continued)            
                   Band 8   5,544,294.750   $ 12.53   $ 69,470,013
                   Band 9   1,186,780.967   12.49   14,822,894
                   Band 10   13,747,430.240   12.46   171,292,981
                   Band 11   2,347,957.413   12.43   29,185,111
                   Band 12   739,895.877   12.39   9,167,310
                   Band 13   4,068,746.926   12.36   50,289,712
                   Band 14   6,939,693.915   12.29   85,288,838
                   Band 15   5,030,646.485   12.26   61,675,726
                   Band 16   531,195.929   12.19   6,475,278
                   Band 17   6,273,127.695   12.16   76,281,233
                   Band 18   25,978.068   12.13   315,114
                   Band 19   272,966.571   12.06   3,291,977
                   Band 20   2,964,726.278   12.33   36,555,075
                   Band 21   594,092.256   12.23   7,265,748
                   Band 26   627,230.774   12.94   8,116,366
                   Band 27   332,316.291   12.73   4,230,386
                   Band 28   61,742.600   12.63   779,809
                   Band 29   614,421.963   12.60   7,741,717
                   Band 30   213,978.438   12.39   2,651,193
                   Band 31   137,719.426   12.29   1,692,572
                   Band 32   1,635.725   12.10   19,792
                   Band 33   965.056   11.97   11,552
                   Band 34   19,824.496   11.87   235,317
                   Band 35   323,096.671   8.75   2,827,096
                   Band 36   51,578.330   8.70   448,731
                   Band 37   12,963.341   12.84   166,449
                   Band 38   2,416,918.902   8.68   20,978,856
                   Band 39   367,881.494   8.62   3,171,138
                   Band 40   177,891.437   8.58   1,526,309
                   Band 41   62,595.529   12.40   776,185
                   Band 42   41,389.400   12.26   507,434
                   Band 43   270,774.942   12.16   3,292,623
                   Band 44   8,339.602   10.05   83,813
                   Band 45   37,853.908   9.88   373,997
                   Band 46   6,379,547.533   9.32   59,457,383
                   Band 47   616,655.353   9.27   5,716,395
                   Band 50   23,901.102   7.66   183,082
                   Band 51   465,476.509   7.60   3,537,621
                   Band 52   7,260.153   7.73   56,121
                   Band 53   1,946.418   7.68   14,948
                   Band 54   10,399.551   7.62   79,245
                   Band 55   24,727.197   7.71   190,647
                   Band 56   1,629,793.621   5.81   9,469,101

175

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING American Funds International Portfolio            
                       (continued)            
                   Band 57   28,997.567   $ 5.78   $ 167,606
                   Band 58   1,119.951                            5.76   6,451
                   Band 59   7,624.619                            5.75   43,842
                   Band 60   6,646.780                            5.78   38,418
                   Band 61   2,714.832                            5.77   15,665
                   Band 62   5,170.379                            5.75   29,730
    80,617,904.878       $ 953,929,682
                   ING American Funds World Allocation Portfolio -            
                       Service Class            
                   Contracts in accumulation period:            
                   Band 6   296,479.559   $ 9.08   $ 2,692,034
                   Band 7   18,871.741                            9.08   171,355
                   Band 8   84,689.539                            9.08   768,981
                   Band 9   432.978                            9.08   3,931
                   Band 10   447,067.002                            9.08   4,059,368
                   Band 11   88,971.529                            9.07   806,972
                   Band 13   55,276.319                            9.07   501,356
                   Band 14   10,077.226                            9.07   91,400
                   Band 15   241,754.551                            9.07   2,192,714
                   Band 17   37,707.668                            9.06   341,631
                   Band 20   7,622.916                            9.07   69,140
                   Band 38   225.505                            9.09   2,050
                   Band 46   123,955.060                            9.06   1,123,033
                   Band 47   6,130.864                            9.05   55,484
                   Band 56   27,350.794                            9.09   248,619
    1,446,613.251       $ 13,128,068
                   ING BlackRock Large Cap Growth Portfolio -            
                       Institutional Class            
                   Contracts in accumulation period:            
                   Band 35   14,972.758   $ 5.95   $ 89,088
                   Band 38   5,753.240                            5.92   34,059
                   Band 40   1,292.360                            5.89   7,612
    22,018.358       $ 130,759
                   ING BlackRock Large Cap Growth Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 2   10,235.777   $ 8.16   $ 83,524
                   Band 3   3,503.005                            7.97   27,919
                   Band 4   46,309.924                            8.03   371,869
                   Band 5   95,432.631                            8.00   763,461
                   Band 6   1,241,675.868                            7.94   9,858,906
                   Band 7   1,056,495.542                            7.92   8,367,445
                   Band 8   607,182.088                            7.86   4,772,451

176

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING BlackRock Large Cap Growth Portfolio - Service            
                       Class (continued)            
                   Band 9   110,106.181   $ 7.84   $ 863,232
                   Band 10   1,686,152.549                            7.81   13,168,851
                   Band 11   563,849.294                            7.79   4,392,386
                   Band 12   382,378.860                            7.76   2,967,260
                   Band 13   881,146.668                            7.73   6,811,264
                   Band 14   1,723,705.512                            7.68   13,238,058
                   Band 15   602,909.302                            7.65   4,612,256
                   Band 16   54,484.783                            7.60   414,084
                   Band 17   859,566.871                            7.58   6,515,517
                   Band 18   25,077.115                            7.55   189,332
                   Band 19   55,174.536                            7.50   413,809
                   Band 20   771,754.983                            7.71   5,950,231
                   Band 21   96,232.298                            7.63   734,252
                   Band 25   11,676.592                            8.22   95,982
                   Band 26   191,117.425                            7.90   1,509,828
                   Band 27   59,793.918                            7.81   466,990
                   Band 28   17,818.185                            7.77   138,447
                   Band 29   57,850.623                            7.75   448,342
                   Band 30   45,955.132                            7.67   352,476
                   Band 31   28,574.358                            7.62   217,737
                   Band 32   42.105                            7.54   317
                   Band 35   7,514.977                            6.65   49,975
                   Band 36   5,212.956                            6.62   34,510
                   Band 37   11,416.824                            6.60   75,351
                   Band 38   105,788.751                            7.04   744,753
                   Band 39   4,369.757                            6.59   28,797
                   Band 40   13,642.073                            6.57   89,628
                   Band 41   13,642.977                            7.67   104,642
                   Band 42   152.045                            7.61   1,157
                   Band 43   18,623.308                            7.57   140,978
                   Band 44   422.240                            7.47   3,154
                   Band 45   3,109.803                            7.43   23,106
                   Band 46   602,833.849                            7.10   4,280,120
                   Band 47   70,575.218                            7.06   498,261
                   Band 50   2,186.010                            6.95   15,193
                   Band 51   685.277                            6.90   4,728
                   Band 52   1,015.874                            7.01   7,121
                   Band 55   5,414.067                            7.00   37,898
                   Band 56   71,032.033                            6.45   458,157
                   Band 57   3,013.098                            6.41   19,314
                   Band 60   476.899                            6.42   3,062
    12,227,330.161       $ 94,366,131
                   ING BlackRock Large Cap Value Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 2   1,920.656   $ 9.56   $ 18,361
                   Band 3   305.715                            9.33   2,852

177

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
Division/Contract          Units   Unit Value   Extended Value
                   ING BlackRock Large Cap Value Portfolio - Service            
                       Class (continued)            
                   Band 4   26,841.414   $ 9.40   $ 252,309
                   Band 5   3,348.980   9.37   31,380
                   Band 6   315,140.553   9.30   2,930,807
                   Band 7   300,023.232   9.27   2,781,215
                   Band 8   200,460.422   9.21   1,846,240
                   Band 9   31,478.924   9.18   288,977
                   Band 10   298,716.834   9.15   2,733,259
                   Band 11   163,047.394   9.12   1,486,992
                   Band 12   57,901.179   9.09   526,322
                   Band 13   195,642.408   9.06   1,772,520
                   Band 14   470,578.251   8.99   4,230,498
                   Band 15   131,528.999   8.96   1,178,500
                   Band 16   8,722.945   8.90   77,634
                   Band 17   285,575.842   8.87   2,533,058
                   Band 18   10,822.169   8.84   95,668
                   Band 19   53,659.843   8.78   471,133
                   Band 20   199,057.781   9.03   1,797,492
                   Band 21   13,670.856   8.93   122,081
                   Band 25   1,549.595   9.62   14,907
                   Band 26   11,162.495   8.56   95,551
                   Band 27   3,798.260   8.46   32,133
                   Band 28   582.112   8.41   4,896
                   Band 29   12,954.913   8.40   108,821
                   Band 30   9,977.002   8.30   82,809
                   Band 31   3,201.496   8.26   26,444
                   Band 41   5.102   8.31   42
                   Band 43   21,637.368   8.20   177,426
                   Band 46   200,576.640   7.74   1,552,463
                   Band 47   39,644.056   7.69   304,863
                   Band 50   2,096.149   7.31   15,323
                   Band 51   1,430.993   7.26   10,389
    3,077,060.578       $ 27,603,365
                   ING BlackRock Large Cap Value Portfolio - Service 2            
                       Class            
                   Contracts in accumulation period:            
                   Band 6   24,129.583   $ 11.21   $ 270,493
                   Band 10   57,512.345   11.03   634,361
                   Band 11   712.520   10.99   7,831
                   Band 12   17,831.231   10.96   195,430
                   Band 13   1,639.187   7.82   12,818
                   Band 14   5,680.781   8.10   46,014
                   Band 15   33,583.261   8.08   271,353
                   Band 17   4,107.257   8.02   32,940
                   Band 20   52,845.051   10.89   575,483
                   Band 46   21,546.148   7.69   165,690
    219,587.364       $ 2,212,413

178

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING Evergreen Health Sciences Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 2   10,397.831   $ 9.29   $ 96,596
                   Band 3   404.585                            9.14   3,698
                   Band 4   54,801.320                            9.18   503,076
                   Band 5   63,961.075                            9.16   585,883
                   Band 6   2,462,016.955                            9.12   22,453,595
                   Band 7   1,526,712.294                            9.09   13,877,815
                   Band 8   1,357,625.326                            9.05   12,286,509
                   Band 9   105,082.004                            9.03   948,890
                   Band 10   2,194,489.442                            9.01   19,772,350
                   Band 11   765,831.949                            8.99   6,884,829
                   Band 12   365,994.126                            8.97   3,282,967
                   Band 13   1,358,965.302                            8.94   12,149,150
                   Band 14   2,035,890.064                            8.90   18,119,422
                   Band 15   920,324.993                            8.88   8,172,486
                   Band 16   125,433.078                            8.84   1,108,828
                   Band 17   2,051,094.303                            8.82   18,090,652
                   Band 18   68,415.145                            8.80   602,053
                   Band 19   69,339.574                            8.75   606,721
                   Band 20   943,090.485                            8.92   8,412,367
                   Band 21   127,935.100                            8.86   1,133,505
                   Band 25   9,285.937                            9.33   86,638
                   Band 26   133,788.963                            9.31   1,245,575
                   Band 27   30,619.730                            9.18   281,089
                   Band 28   15,757.806                            9.11   143,554
                   Band 29   283,943.803                            9.09   2,581,049
                   Band 30   46,225.564                            8.96   414,181
                   Band 31   64,844.162                            8.90   577,113
                   Band 32   651.805                            8.78   5,723
                   Band 34   2,735.402                            8.63   23,607
                   Band 38   26,361.741                            8.52   224,602
                   Band 41   26,835.671                            8.97   240,716
                   Band 42   11,217.890                            8.88   99,615
                   Band 43   42,561.921                            8.82   375,396
                   Band 44   1,501.089                            8.67   13,014
                   Band 45   10,907.634                            8.61   93,915
                   Band 46   821,610.355                            9.04   7,427,358
                   Band 47   131,422.300                            8.99   1,181,486
                   Band 50   775.441                            8.39   6,506
                   Band 51   654.580                            8.33   5,453
                   Band 52   469.506                            8.47   3,977
                   Band 55   8,566.232                            8.45   72,385
                   Band 56   77,284.099                            7.06   545,626
                   Band 57   2,891.067                            7.02   20,295
                   Band 59   2,783.678                            6.98   19,430
    18,361,501.327       $ 164,779,695

179

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract        Units          Unit Value   Extended Value
                   ING Evergreen Omega Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 4   2,608.247   $ 8.86   $ 23,109
                   Band 6   74,128.330                            8.80   652,329
                   Band 7   66,305.072                            8.78   582,159
                   Band 8   52,586.531                            8.74   459,606
                   Band 9   9,142.850                            8.72   79,726
                   Band 10   204,381.352                            8.70   1,778,118
                   Band 11   41,442.065                            8.68   359,717
                   Band 12   15,517.166                            8.66   134,379
                   Band 13   41,670.903                            8.63   359,620
                   Band 14   84,278.312                            8.59   723,951
                   Band 15   28,155.174                            8.57   241,290
                   Band 16   4,664.795                            8.53   39,791
                   Band 17   98,477.283                            8.51   838,042
                   Band 19   3,230.743                            8.45   27,300
                   Band 20   47,804.009                            8.61   411,593
                   Band 21   356.608                            8.55   3,049
                   Band 26   45,525.207                            8.99   409,272
                   Band 27   12,692.436                            8.86   112,455
                   Band 28   6,975.142                            8.80   61,381
                   Band 29   57,876.309                            8.78   508,154
                   Band 30   14,954.010                            8.65   129,352
                   Band 31   3,277.063                            8.59   28,150
                   Band 34   480.820                            8.34   4,010
                   Band 35   1,055.546                            9.47   9,996
                   Band 36   602.072                            9.40   5,659
                   Band 37   278.505                            9.35   2,604
                   Band 38   14,953.888                            9.38   140,267
                   Band 39   713.195                            9.31   6,640
                   Band 40   131.621                            9.26   1,219
                   Band 41   103.224                            8.66   894
                   Band 42   1,284.296                            8.58   11,019
                   Band 43   6,511.317                            8.52   55,476
                   Band 46   81,178.498                            8.17   663,228
                   Band 47   6,495.825                            8.12   52,746
                   Band 56   245.460                            8.47   2,079
    1,030,083.874       $ 8,918,380
                   ING Evergreen Omega Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   22,319.995   $ 8.74   $ 195,077
                   Band 10   10,300.117                            8.64   88,993
                   Band 12   5,099.050                            8.60   43,852
                   Band 15   19,453.232                            8.52   165,742
                   Band 17   8,829.288                            8.46   74,696
                   Band 20   10,635.453                            8.56   91,039
                   Band 46   17,528.608                            8.13   142,508
    94,165.743       $ 801,907

180

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract        Units   Unit Value   Extended Value
                   ING FMRSM Diversified Mid Cap Portfolio - Service            
                       Class            
                   Currently payable annuity contracts:   180.787   $ 10.37   $ 1,875
                   Contracts in accumulation period:            
                   Band 1   14,128.213   7.75   109,494
                   Band 2   156,561.387   10.37   1,623,542
                   Band 3   16,065.461   10.07   161,779
                   Band 4   243,969.665   10.16   2,478,732
                   Band 5   335,617.431   10.12   3,396,448
                   Band 6   7,990,043.151   10.03   80,140,133
                   Band 7   6,169,726.654   9.99   61,635,569
                   Band 8   5,010,768.787   9.91   49,656,719
                   Band 9   1,079,758.623   9.87   10,657,218
                   Band 10   6,531,801.163   9.83   64,207,605
                   Band 11   4,962,459.473   9.79   48,582,478
                   Band 12   1,606,529.306   9.74   15,647,595
                   Band 13   5,294,854.469   9.70   51,360,088
                   Band 14   7,188,889.682   9.62   69,157,119
                   Band 15   2,076,779.478   9.58   19,895,547
                   Band 16   321,960.100   9.50   3,058,621
                   Band 17   3,712,594.828   9.46   35,121,147
                   Band 18   154,404.391   9.42   1,454,489
                   Band 19   372,334.675   9.34   3,477,606
                   Band 20   2,558,482.636   9.66   24,714,942
                   Band 21   431,395.917   9.54   4,115,517
                   Band 24   146.593   10.82   1,586
                   Band 25   92,839.189   10.46   971,098
                   Band 26   171,018.871   9.13   1,561,402
                   Band 27   89,067.351   9.03   804,278
                   Band 28   8,028.539   8.98   72,096
                   Band 29   147,646.999   8.96   1,322,917
                   Band 30   68,514.502   8.86   607,038
                   Band 31   57,885.225   8.81   509,969
                   Band 34   554.167   8.60   4,766
                   Band 38   88,931.885   7.46   663,432
                   Band 41   38,975.521   8.87   345,713
                   Band 42   17,262.782   8.80   151,912
                   Band 43   99,605.853   8.75   871,551
                   Band 44   2,359.672   8.63   20,364
                   Band 45   2,893.889   8.58   24,830
                   Band 46   1,923,142.467   8.59   16,519,794
                   Band 47   317,226.006   8.54   2,709,110
                   Band 50   16,252.353   7.33   119,130
                   Band 51   3,879.526   7.28   28,243
                   Band 52   1,114.742   7.40   8,249

181

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units   Unit Value   Extended Value
                   ING FMRSM Diversified Mid Cap Portfolio - Service            
                       Class (continued)            
                   Band 53   1,486.378   $ 7.35   $ 10,925
                   Band 54   3,729.930   7.29   27,191
                   Band 55   6,884.505   7.38   50,808
                   Band 56   498,365.910   6.30   3,139,705
                   Band 57   168.604   6.27   1,057
                   Band 58   1,081.808   6.25   6,761
                   Band 59   194.833   6.23   1,214
                   Band 60   3,576.220   6.27   22,423
    59,892,140.597       $ 581,231,825
                   ING FMRSM Diversified Mid Cap Portfolio - Service 2            
                       Class            
                   Contracts in accumulation period:            
                   Band 6   411,319.709   $ 13.02   $ 5,355,383
                   Band 7   5,292.161   12.98   68,692
                   Band 10   336,418.899   12.82   4,312,890
                   Band 11   5,800.480   12.78   74,130
                   Band 12   85,065.743   12.74   1,083,738
                   Band 13   265.455   8.68   2,304
                   Band 14   87,015.207   9.93   864,061
                   Band 15   243,940.982   9.91   2,417,455
                   Band 17   129,706.975   9.83   1,275,020
                   Band 20   608,962.537   12.65   7,703,376
                   Band 46   261,748.416   8.54   2,235,331
    2,175,536.564       $ 25,392,380
                   ING Focus 5 Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 4   109,782.232   $ 5.85   $ 642,226
                   Band 5   3.413   6.03   21
                   Band 6   5,640,975.365   5.84   32,943,296
                   Band 7   176,768.729   5.84   1,032,329
                   Band 8   1,436,110.160   5.83   8,372,522
                   Band 9   16,788.763   5.82   97,711
                   Band 10   7,174,466.627   5.82   41,755,396
                   Band 11   319,218.710   5.82   1,857,853
                   Band 12   27,567.096   5.81   160,165
                   Band 13   1,114,370.196   5.81   6,474,491
                   Band 14   1,215,513.084   5.80   7,049,976
                   Band 15   1,331,778.340   5.80   7,724,314
                   Band 16   217,486.950   5.79   1,259,249
                   Band 17   749,220.740   5.78   4,330,496
                   Band 18   3,293.955   5.78   19,039
                   Band 19   11,534.127   5.77   66,552
                   Band 20   94,170.586   5.80   546,189
                   Band 21   1,737.832   5.79   10,062

182

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING Focus 5 Portfolio - Service Class (continued)            
                   Band 26   434.425   $ 6.04   $ 2,624
                   Band 28   627.767                            6.02   3,779
                   Band 29   16,356.869                            6.02   98,468
                   Band 30   1,503.088                            6.01   9,034
                   Band 31   170.787                            6.00   1,025
                   Band 35   1,521.903                            6.42   9,771
                   Band 36   10,042.648                            6.42   64,474
                   Band 38   223,235.702                            5.87   1,310,394
                   Band 39   3,845.805                            6.41   24,652
                   Band 40   1,167.671                            6.41   7,485
                   Band 46   1,252,147.393                            5.78   7,237,412
                   Band 47   464,608.839                            5.76   2,676,147
                   Band 50   1,247.864                            5.81   7,250
                   Band 51   5,431.545                            5.78   31,394
                   Band 52   16,141.954                            5.84   94,269
                   Band 55   14,191.331                            5.83   82,735
                   Band 56   779,604.205                            6.00   4,677,625
                   Band 57   7,092.315                            5.97   42,341
                   Band 60   7,261.405                            5.97   43,351
    22,447,420.421       $ 130,766,117
                   ING Franklin Income Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   31,950.592   $ 7.80   $ 249,215
                   Band 3   398.071                            7.72   3,073
                   Band 4   249,294.907                            7.74   1,929,543
                   Band 5   75,300.114                            7.73   582,070
                   Band 6   4,555,948.402                            7.71   35,126,362
                   Band 7   1,397,557.747                            7.70   10,761,195
                   Band 8   2,309,771.775                            7.68   17,739,047
                   Band 9   652,013.387                            7.67   5,000,943
                   Band 10   7,440,765.308                            7.66   56,996,262
                   Band 11   1,421,791.650                            7.65   10,876,706
                   Band 12   326,241.391                            7.64   2,492,484
                   Band 13   2,565,614.868                            7.63   19,575,641
                   Band 14   3,636,173.219                            7.61   27,671,278
                   Band 15   2,759,068.466                            7.60   20,968,920
                   Band 16   386,324.310                            7.58   2,928,338
                   Band 17   2,991,144.701                            7.57   22,642,965
                   Band 18   41,709.040                            7.56   315,320
                   Band 19   105,989.683                            7.54   799,162
                   Band 20   768,295.012                            7.62   5,854,408
                   Band 21   431,001.499                            7.59   3,271,301
                   Band 26   433,035.056                            7.81   3,382,004

183

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING Franklin Income Portfolio - Service Class            
(continued)            
                   Band 27   117,603.160   $ 7.74   $ 910,248
                   Band 28   58,223.195                            7.71   448,901
                   Band 29   456,916.110                            7.70   3,518,254
                   Band 30   200,496.787                            7.64   1,531,795
                   Band 31   81,431.898                            7.61   619,697
                   Band 32   1,520.395                            7.55   11,479
                   Band 33   2,740.459                            7.51   20,581
                   Band 34   1,552.746                            7.48   11,615
                   Band 38   371,307.745                            7.84   2,911,053
                   Band 41   57,535.898                            7.64   439,574
                   Band 42   12,108.811                            7.60   92,027
                   Band 43   161,737.810                            7.57   1,224,355
                   Band 44   3,803.794                            7.49   28,490
                   Band 45   37,252.367                            7.46   277,903
                   Band 46   2,802,506.675                            7.55   21,158,925
                   Band 47   359,683.041                            7.52   2,704,816
                   Band 50   1,152.066                            7.69   8,859
                   Band 51   15,942.596                            7.63   121,642
                   Band 52   420.639                            7.76   3,264
                   Band 55   6,463.576                            7.74   50,028
                   Band 56   441,745.745                            7.13   3,149,647
                   Band 57   4,517.655                            7.10   32,075
                   Band 60   2,541.832                            7.10   18,047
    37,778,594.198       $ 288,459,512
                   ING Franklin Income Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   108,930.556   $ 7.68   $ 836,587
                   Band 10   242,212.738                            7.63   1,848,083
                   Band 12   28,859.943                            7.61   219,624
                   Band 14   13,724.840                            7.58   104,034
                   Band 15   57,534.840                            7.57   435,539
                   Band 17   41,264.524                            7.54   311,135
                   Band 20   143,974.174                            7.59   1,092,764
                   Band 46   133,690.828                            7.52   1,005,355
    770,192.443       $ 5,853,121

184

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units          Unit Value   Extended Value
                   ING Franklin Mutual Shares Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   20,260.579   $ 7.34   $ 148,713
                   Band 3   848.160                            7.30   6,192
                   Band 4   165,454.662                            7.31   1,209,474
                   Band 5   49,778.438                            7.31   363,880
                   Band 6   3,054,886.529                            7.29   22,270,123
                   Band 7   612,272.403                            7.29   4,463,466
                   Band 8   1,499,275.780                            7.27   10,899,735
                   Band 9   375,941.278                            7.27   2,733,093
                   Band 10   4,632,151.927                            7.26   33,629,423
                   Band 11   509,012.977                            7.26   3,695,434
                   Band 12   134,731.352                            7.25   976,802
                   Band 13   1,218,513.960                            7.24   8,822,041
                   Band 14   1,730,012.617                            7.23   12,507,991
                   Band 15   1,393,022.076                            7.22   10,057,619
                   Band 16   149,159.248                            7.21   1,075,438
                   Band 17   1,025,971.067                            7.21   7,397,251
                   Band 18   2,926.661                            7.20   21,072
                   Band 19   40,020.939                            7.19   287,751
                   Band 20   397,819.004                            7.24   2,880,210
                   Band 21   257,279.186                            7.22   1,857,556
                   Band 26   204,721.898                            7.35   1,504,706
                   Band 27   44,742.729                            7.31   327,069
                   Band 28   24,590.819                            7.29   179,267
                   Band 29   306,918.176                            7.29   2,237,434
                   Band 30   58,149.934                            7.25   421,587
                   Band 31   68,922.822                            7.23   498,312
                   Band 32   222.249                            7.19   1,598
                   Band 33   3,836.742                            7.17   27,509
                   Band 34   314.738                            7.15   2,250
                   Band 38   293,400.920                            7.34   2,153,563
                   Band 41   24,344.425                            7.25   176,497
                   Band 42   8,261.064                            7.23   59,727
                   Band 43   65,971.069                            7.21   475,651
                   Band 44   11,974.760                            7.16   85,739
                   Band 45   15,913.721                            7.14   113,624
                   Band 46   1,377,127.477                            7.19   9,901,547
                   Band 47   129,059.370                            7.17   925,356
                   Band 50   2,113.355                            7.24   15,301
                   Band 51   7,184.806                            7.21   51,802
                   Band 52   447.759                            7.29   3,264
                   Band 55   19,111.206                            7.27   138,938
                   Band 56   247,682.865                            6.45   1,597,554
                   Band 57   14,311.769                            6.41   91,738
                   Band 59   5,929.508                            6.38   37,830
                   Band 60   588.414                            6.42   3,778
    20,205,181.438       $ 146,334,905

185

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units          Unit Value   Extended Value
                   ING Franklin Templeton Founding Strategy Portfolio            
- Service Class            
                   Contracts in accumulation period:            
                   Band 2   281.701   $ 6.13   $ 1,727
                   Band 4   823,534.190                            6.11   5,031,794
                   Band 5   21,225.185                            6.10   129,474
                   Band 6   18,040,062.900                            6.09   109,863,983
                   Band 7   1,215,628.741                            6.09   7,403,179
                   Band 8   6,748,633.204                            6.08   41,031,690
                   Band 9   536,248.936                            6.07   3,255,031
                   Band 10   31,131,535.550                            6.07   188,968,421
                   Band 11   2,372,616.616                            6.06   14,378,057
                   Band 12   70,023.536                            6.05   423,642
                   Band 13   5,261,646.010                            6.05   31,832,958
                   Band 14   8,497,380.717                            6.04   51,324,180
                   Band 15   8,875,069.116                            6.03   53,516,667
                   Band 16   1,485,682.620                            6.02   8,943,809
                   Band 17   5,530,072.836                            6.02   33,291,038
                   Band 18   375.754                            6.01   2,258
                   Band 19   21,179.957                            6.00   127,080
                   Band 20   1,091,373.768                            6.04   6,591,898
                   Band 21   438,732.725                            6.03   2,645,558
                   Band 26   69,684.393                            6.14   427,862
                   Band 27   35,605.465                            6.11   217,549
                   Band 28   9,062.113                            6.09   55,188
                   Band 29   103,568.700                            6.09   630,733
                   Band 30   110,359.289                            6.05   667,674
                   Band 31   34,670.853                            6.04   209,412
                   Band 32   15,066.586                            6.01   90,550
                   Band 34   4,775.839                            5.97   28,512
                   Band 35   39,491.325                            6.81   268,936
                   Band 38   5,108,650.573                            6.13   31,316,028
                   Band 39   7,749.300                            6.79   52,618
                   Band 40   27,678.128                            6.78   187,658
                   Band 41   1,606.050                            6.06   9,733
                   Band 42   1,128.819                            6.03   6,807
                   Band 43   76,981.547                            6.02   463,429
                   Band 44   3,204.341                            5.98   19,162
                   Band 45   21,210.640                            5.97   126,628
                   Band 46   9,027,246.371                            6.01   54,253,751
                   Band 47   929,524.912                            5.99   5,567,854
                   Band 50   154,346.071                            6.05   933,794
                   Band 51   42,115.164                            6.02   253,533
                   Band 52   12,795.383                            6.09   77,924
                   Band 53   4,330.787                            6.06   26,245
                   Band 54   5,104.781                            6.03   30,782
                   Band 55   301,867.688                            6.08   1,835,356
                   Band 56   4,025,069.625                            6.58   26,484,958
                   Band 57   150,052.075                            6.55   982,841

186

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract              Units          Unit Value   Extended Value
                   ING Franklin Templeton Founding Strategy Portfolio            
- Service Class (continued)            
                   Band 59   765.800   $ 6.51   $ 4,985
                   Band 60   18,085.002                            6.55   118,457
    112,503,101.682       $ 684,111,403
                   ING Global Real Estate Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   1,225.557   $ 7.29   $ 8,934
                   Band 3   961.940                            7.22   6,945
                   Band 4   99,998.671                            7.24   723,990
                   Band 5   14,369.158                            7.23   103,889
                   Band 6   2,084,333.718                            7.21   15,028,046
                   Band 7   700,495.236                            7.20   5,043,566
                   Band 8   1,357,649.635                            7.18   9,747,924
                   Band 9   112,936.388                            7.17   809,754
                   Band 10   3,566,732.521                            7.16   25,537,805
                   Band 11   401,569.158                            7.15   2,871,219
                   Band 12   74,427.349                            7.14   531,411
                   Band 13   812,891.830                            7.13   5,795,919
                   Band 14   1,153,793.712                            7.11   8,203,473
                   Band 15   1,232,833.548                            7.10   8,753,118
                   Band 16   134,205.873                            7.09   951,520
                   Band 17   1,387,896.336                            7.08   9,826,306
                   Band 18   3,033.167                            7.07   21,444
                   Band 19   100,243.627                            7.05   706,718
                   Band 20   383,537.789                            7.12   2,730,789
                   Band 21   57,663.597                            7.09   408,835
                   Band 26   71,877.805                            7.30   524,708
                   Band 27   8,440.421                            7.24   61,109
                   Band 28   5,830.603                            7.21   42,039
                   Band 29   76,035.132                            7.20   547,453
                   Band 30   23,669.076                            7.14   168,997
                   Band 31   8,881.637                            7.11   63,148
                   Band 32   440.759                            7.06   3,112
                   Band 35   160,121.836                            5.72   915,897
                   Band 36   21,517.650                            5.71   122,866
                   Band 37   6,800.468                            5.70   38,763
                   Band 38   743,466.696                            6.91   5,137,355
                   Band 39   286,038.204                            5.70   1,630,418
                   Band 40   62,523.550                            5.69   355,759
                   Band 41   15,121.710                            7.14   107,969
                   Band 42   6,063.480                            7.11   43,111
                   Band 43   47,537.172                            7.08   336,563
                   Band 44   402.745                            7.01   2,823
                   Band 45   4,250.822                            6.98   29,671
                   Band 46   1,160,397.123                            7.06   8,192,404
                   Band 47   139,821.597                            7.03   982,946
                   Band 50   2,510.813                            6.80   17,074
                   Band 51   7,677.064                            6.75   51,820

187

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING Global Real Estate Portfolio - Service Class            
(continued)            
                   Band 52   2,470.402   6.86   16,947
                   Band 53   1,620.331   6.82   11,051
                   Band 54   1,369.941   6.77   9,275
                   Band 55   26,540.266   6.85   181,801
                   Band 56   162,639.633   6.27   1,019,750
                   Band 57   22,634.612   6.24   141,240
    16,757,500.358       $ 118,567,674
                   ING Global Real Estate Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   36,146.039   $ 7.18   $ 259,529
                   Band 8   951.667   7.15   6,804
                   Band 10   52,784.875   7.13   376,356
                   Band 12   4,581.682   7.11   32,576
                   Band 13   1,717.108   7.10   12,191
                   Band 14   25,456.548   7.08   180,232
                   Band 15   26,091.860   7.07   184,469
                   Band 17   9,037.122   7.05   63,712
                   Band 20   51,878.704   7.09   367,820
                   Band 46   30,035.030   7.03   211,146
    238,680.635       $ 1,694,835
                   ING Global Resources Portfolio - Service Class            
                   Currently payable annuity contracts:   341.546   $ 29.77   $ 10,168
                   Contracts in accumulation period:            
                   Band 1   9,296.309   30.99   288,093
                   Band 2   73,915.338   29.77   2,200,460
                   Band 3   10,492.785   27.74   291,070
                   Band 4   65,052.994   28.35   1,844,252
                   Band 5   39,942.451   28.03   1,119,587
                   Band 6   2,510,627.350   27.51   69,067,358
                   Band 7   1,343,730.445   27.19   36,536,031
                   Band 8   1,764,772.775   26.69   47,101,785
                   Band 9   197,519.815   26.38   5,210,573
                   Band 10   3,200,960.520   26.11   83,577,079
                   Band 11   903,561.561   25.85   23,357,066
                   Band 12   303,748.517   25.59   7,772,925
                   Band 13   1,456,291.730   25.33   36,887,870
                   Band 14   2,405,197.429   24.82   59,697,000
                   Band 15   1,454,848.676   24.57   35,745,632
                   Band 16   182,792.551   24.08   4,401,645
                   Band 17   2,442,119.878   23.84   58,220,138
                   Band 18   30,722.908   23.59   724,753
                   Band 19   91,839.009   23.12   2,123,318
                   Band 20   663,391.770   25.08   16,637,866
                   Band 21   120,553.249   24.33   2,933,061
                   Band 25   62,298.254   30.38   1,892,621
                   Band 26   127,955.226   12.45   1,593,043
                   Band 27   35,472.858   12.31   436,671

188

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING Global Resources Portfolio - Service Class            
(continued)            
                   Band 28   33,553.362   $ 12.24   $ 410,693
                   Band 29   314,130.543   12.22   3,838,675
                   Band 30   76,299.381   12.08   921,697
                   Band 31   38,394.273   12.02   461,499
                   Band 32   1,869.697   11.89   22,231
                   Band 34   489.945   11.73   5,747
                   Band 38   129,633.947   8.87   1,149,853
                   Band 41   50,297.213   12.09   608,093
                   Band 42   22,593.433   12.00   271,121
                   Band 43   99,646.762   11.93   1,188,786
                   Band 44   485.007   11.77   5,709
                   Band 45   14,784.226   11.70   172,975
                   Band 46   2,437,741.681   12.47   30,398,639
                   Band 47   378,361.226   12.39   4,687,896
                   Band 50   15,289.083   8.71   133,168
                   Band 51   7,712.765   8.64   66,638
                   Band 52   7,347.667   8.79   64,586
                   Band 53   938.212   8.73   8,191
                   Band 54   8,528.973   8.66   73,861
                   Band 55   23,284.581   8.76   203,973
                   Band 56   423,033.344   5.99   2,533,970
                   Band 57   31,441.696   5.96   187,393
                   Band 59   2,854.605   5.92   16,899
                   Band 60   1,534.448   5.96   9,145
    23,617,692.014       $ 547,111,503
                   ING Global Resources Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   259,962.667   $ 19.08   $ 4,960,088
                   Band 7   23.979   19.01   456
                   Band 10   182,784.796   18.77   3,430,871
                   Band 11   1,918.579   18.71   35,897
                   Band 12   49,888.818   18.65   930,426
                   Band 13   1,127.704   12.60   14,209
                   Band 14   89,897.558   12.78   1,148,891
                   Band 15   164,580.784   12.75   2,098,405
                   Band 17   84,644.573   12.66   1,071,600
                   Band 20   366,366.957   18.53   6,788,780
                   Band 46   165,759.898   12.40   2,055,423
    1,366,956.313       $ 22,535,046

189

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract        Units   Unit Value   Extended Value
                   ING International Growth Opportunities Portfolio -            
                       Service Class            
                   Contracts in accumulation period:            
                   Band 2   5,972.924   $ 7.98   $ 47,664
                   Band 4   1,642.935   7.73   12,700
                   Band 5   33,597.118   7.68   258,026
                   Band 6   1,191,087.835   7.53   8,968,891
                   Band 7   945,499.554   7.53   7,119,612
                   Band 8   561,955.830   7.43   4,175,332
                   Band 9   241,684.428   7.38   1,783,631
                   Band 10   250,136.414   7.34   1,836,001
                   Band 11   1,560,982.084   7.29   11,379,559
                   Band 12   146,587.207   7.24   1,061,291
                   Band 13   645,259.000   7.20   4,645,865
                   Band 14   975,694.696   7.10   6,927,432
                   Band 15   22,531.232   7.06   159,070
                   Band 16   13,850.108   6.97   96,535
                   Band 17   217,264.383   6.92   1,503,470
                   Band 18   19,330.109   6.88   132,991
                   Band 19   32,364.595   6.79   219,756
                   Band 20   302,516.688   7.15   2,162,994
                   Band 21   59,769.511   7.01   418,984
                   Band 25   12,271.475   8.08   99,154
                   Band 46   22,896.631   7.18   164,398
                   Band 47   1,779.132   7.13   12,685
    7,264,673.889       $ 53,186,041
                   ING International Growth Opportunities Portfolio -            
                       Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   82,174.743   $ 10.19   $ 837,361
                   Band 8   574.273   10.09   5,794
                   Band 10   38,965.741   10.02   390,437
                   Band 12   83,346.085   9.96   830,127
                   Band 14   14,141.463   7.94   112,283
                   Band 15   6,424.298   7.92   50,880
                   Band 17   32,497.737   7.86   255,432
                   Band 20   190,436.733   9.90   1,885,324
                   Band 46   11,913.211   7.12   84,822
    460,474.284       $ 4,452,460
                   ING Janus Contrarian Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   25,424.953   $ 8.92   $ 226,791
                   Band 3   2,225.476   8.67   19,295
                   Band 4   139,617.857   8.74   1,220,260
                   Band 5   247,686.200   8.70   2,154,870
                   Band 6   5,751,888.824   8.63   49,638,801
                   Band 7   4,169,982.866   8.59   35,820,153
                   Band 8   3,282,204.710   8.52   27,964,384

190

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING Janus Contrarian Portfolio - Service Class            
(continued)            
                   Band 9   617,892.426   $ 8.49   $ 5,245,907
                   Band 10   8,035,793.431                            8.45   67,902,454
                   Band 11   2,415,398.371                            8.42   20,337,654
                   Band 12   961,796.807                            8.38   8,059,857
                   Band 13   4,062,900.750                            8.35   33,925,221
                   Band 14   6,492,492.723                            8.28   53,757,840
                   Band 15   2,466,550.740                            8.24   20,324,378
                   Band 16   372,411.602                            8.17   3,042,603
                   Band 17   3,366,536.738                            8.14   27,403,609
                   Band 18   126,818.222                            8.10   1,027,228
                   Band 19   400,656.557                            8.04   3,221,279
                   Band 20   1,586,314.910                            8.31   13,182,277
                   Band 21   300,205.013                            8.21   2,464,683
                   Band 25   44,177.541                            9.00   397,598
                   Band 26   88,499.901                            9.72   860,219
                   Band 27   41,308.307                            9.59   396,147
                   Band 28   15,983.454                            9.52   152,162
                   Band 29   203,957.216                            9.50   1,937,594
                   Band 30   50,554.296                            9.36   473,188
                   Band 31   49,978.992                            9.29   464,305
                   Band 32   729.838                            9.17   6,693
                   Band 34   421.136                            9.02   3,799
                   Band 38   210,837.055                            7.29   1,537,002
                   Band 41   32,766.673                            9.37   307,024
                   Band 42   18,950.809                            9.28   175,864
                   Band 43   115,838.211                            9.21   1,066,870
                   Band 44   2,968.691                            9.05   26,867
                   Band 45   12,994.689                            8.87   115,263
                   Band 46   2,123,675.832                            8.23   17,477,852
                   Band 47   501,880.958                            8.18   4,105,386
                   Band 50   21,243.114                            7.13   151,463
                   Band 51   6,811.606                            7.08   48,226
                   Band 52   4,091.707                            7.20   29,460
                   Band 54   1,318.247                            7.09   9,346
                   Band 55   4,028.305                            7.18   28,923
                   Band 56   237,640.811                            5.25   1,247,614
                   Band 57   11,432.069                            5.22   59,675
                   Band 59   5,127.676                            5.19   26,613
                   Band 60   3,686.277                            5.23   19,279
    48,635,702.587       $ 408,063,976

191

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract        Units   Unit Value   Extended Value
                   ING Janus Contrarian Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   213,959.105   $ 13.56   $ 2,901,285
                   Band 7   1,305.213   13.52   17,646
                   Band 10   211,490.522   13.34   2,821,284
                   Band 11   1,420.274   13.30   18,890
                   Band 12   83,966.838   13.26   1,113,400
                   Band 13   5,638.182   8.31   46,853
                   Band 14   76,019.505   9.15   695,578
                   Band 15   240,434.494   9.13   2,195,167
                   Band 17   108,608.244   9.06   983,991
                   Band 20   441,146.011   13.17   5,809,893
                   Band 46   262,148.747   8.18   2,144,377
    1,646,137.135       $ 18,748,364
                   ING JPMorgan Emerging Markets Equity Portfolio -            
                       Adviser Class            
                   Contracts in accumulation period:            
                   Band 6   256,803.486   $ 18.85   $ 4,840,746
                   Band 7   6,195.990   18.79   116,423
                   Band 8   275.779   18.67   5,149
                   Band 10   168,286.544   18.55   3,121,715
                   Band 11   5,304.966   18.49   98,089
                   Band 12   39,422.213   18.43   726,551
                   Band 13   6,576.278   12.15   79,902
                   Band 14   70,554.839   12.64   891,813
                   Band 15   253,412.504   12.61   3,195,532
                   Band 17   52,857.820   12.52   661,780
                   Band 20   268,566.779   18.32   4,920,143
                   Band 46   170,031.546   11.95   2,031,877
    1,298,288.744       $ 20,689,720
                   ING JPMorgan Emerging Markets Equity Portfolio -            
                       Service Class            
                   Currently payable annuity contracts:   284.601   $ 12.77   $ 3,634
                   Contracts in accumulation period:            
                   Band 1   7,738.235   13.05   100,984
                   Band 2   183,289.626   12.77   2,340,609
                   Band 3   11,688.805   12.29   143,655
                   Band 4   183,252.962   12.42   2,276,002
                   Band 5   108,554.612   12.36   1,341,735
                   Band 6   4,935,142.435   12.22   60,307,441
                   Band 7   2,324,743.588   12.15   28,245,635
                   Band 8   3,336,197.831   12.02   40,101,098
                   Band 9   379,394.495   11.95   4,533,764
                   Band 10   5,283,733.638   11.89   62,823,593
                   Band 11   1,425,397.745   11.82   16,848,201
                   Band 12   378,644.963   11.76   4,452,865
                   Band 13   2,305,398.802   11.69   26,950,112
                   Band 14   3,371,812.259   11.56   38,978,150

192

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units   Unit Value   Extended Value
                   ING JPMorgan Emerging Markets Equity Portfolio -            
                       Service Class (continued)            
                   Band 15   2,351,661.859   $ 11.50   $ 27,044,111
                   Band 16   282,187.952   11.37   3,208,477
                   Band 17   3,377,984.815   11.31   38,205,008
                   Band 18   47,876.326   11.25   538,609
                   Band 19   174,024.969   11.12   1,935,158
                   Band 20   984,359.396   11.63   11,448,100
                   Band 21   136,750.696   11.44   1,564,428
                   Band 25   20,910.866   12.91   269,959
                   Band 26   134,627.320   12.26   1,650,531
                   Band 27   27,167.448   12.13   329,541
                   Band 28   31,307.020   12.06   377,563
                   Band 29   271,190.885   12.04   3,265,138
                   Band 30   63,200.679   11.90   752,088
                   Band 31   36,266.400   11.83   429,032
                   Band 34   230.405   11.55   2,661
                   Band 35   43,851.726   5.26   230,660
                   Band 36   18,303.865   5.25   96,095
                   Band 37   5,813.698   5.24   30,464
                   Band 38   450,426.954   8.79   3,959,253
                   Band 39   161,655.943   5.24   847,077
                   Band 40   33,232.748   5.23   173,807
                   Band 41   35,166.141   11.90   418,477
                   Band 42   13,336.753   11.81   157,507
                   Band 43   80,776.947   11.75   949,129
                   Band 44   827.865   11.59   9,595
                   Band 45   4,949.642   11.52   57,020
                   Band 46   1,846,431.964   12.03   22,212,577
                   Band 47   211,142.059   11.95   2,523,148
                   Band 50   16,636.958   8.66   144,076
                   Band 51   2,981.811   8.59   25,614
                   Band 52   522.222   8.74   4,564
                   Band 53   743.017   8.68   6,449
                   Band 54   3,682.755   8.62   31,745
                   Band 55   4,482.897   8.72   39,091
                   Band 56   488,288.105   4.96   2,421,909
                   Band 57   23,382.178   4.93   115,274
                   Band 59   3,703.371   4.91   18,184
                   Band 60   3,141.775   4.94   15,520
    35,628,503.027       $ 414,955,117
 
 
 
 
                                                                                                                               193            

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING JPMorgan Small Cap Core Equity Portfolio -            
Service Class            
                   Contracts in accumulation period:            
                   Band 1   667.187   $ 10.56   $ 7,045
                   Band 2   5,915.210   10.42   61,636
                   Band 3   2,812.377   10.18   28,630
                   Band 4   76,585.366   10.25   785,000
                   Band 5   36,895.118   10.21   376,699
                   Band 6   1,611,587.818   10.15   16,357,616
                   Band 7   1,267,700.221   10.11   12,816,449
                   Band 8   685,117.982   10.04   6,878,585
                   Band 9   176,068.016   10.01   1,762,441
                   Band 10   1,739,177.516   9.98   17,356,992
                   Band 11   390,354.368   9.94   3,880,122
                   Band 12   185,036.326   9.91   1,833,710
                   Band 13   1,055,689.041   9.88   10,430,208
                   Band 14   1,543,171.935   9.81   15,138,517
                   Band 15   612,947.994   9.77   5,988,502
                   Band 16   74,502.414   9.71   723,418
                   Band 17   971,061.947   9.68   9,399,880
                   Band 18   20,512.746   9.64   197,743
                   Band 19   70,847.951   9.58   678,723
                   Band 20   502,353.921   9.84   4,943,163
                   Band 21   110,510.880   9.74   1,076,376
                   Band 25   19,809.343   10.49   207,800
                   Band 26   100,668.165   10.46   1,052,989
                   Band 27   36,111.079   10.25   370,139
                   Band 28   11,046.187   10.14   112,008
                   Band 29   66,620.130   10.11   673,530
                   Band 30   31,195.481   9.91   309,147
                   Band 31   53,162.246   9.81   521,522
                   Band 33   694.685   9.49   6,593
                   Band 34   814.985   9.39   7,653
                   Band 38   62,721.016   7.55   473,544
                   Band 41   29,657.839   10.58   313,780
                   Band 42   32,346.715   10.47   338,670
                   Band 43   57,075.705   10.38   592,446
                   Band 44   14,439.255   8.95   129,231
                   Band 45   7,020.319   8.77   61,568
                   Band 46   1,205,077.712   7.79   9,387,555
                   Band 47   101,226.747   7.75   784,507
                   Band 51   6,063.512   7.38   44,749
                   Band 54   870.114   7.40   6,439
                   Band 55   6,170.198   7.48   46,153
                   Band 56   24,709.269   7.51   185,567
    13,007,017.036       $ 126,347,045

194

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract        Units   Unit Value   Extended Value
                   ING JPMorgan Small Cap Core Equity Portfolio -            
                       Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   507,227.571   $ 12.15   $ 6,162,815
                   Band 7   879.860   12.11   10,655
                   Band 10   410,221.790   11.96   4,906,253
                   Band 11   19,135.262   11.92   228,092
                   Band 12   123,997.176   11.88   1,473,086
                   Band 13   5,395.521   7.87   42,463
                   Band 14   97,597.328   9.16   893,992
                   Band 15   330,136.898   9.14   3,017,451
                   Band 17   215,296.404   9.07   1,952,738
                   Band 20   724,795.521   11.81   8,559,835
                   Band 46   357,395.194   7.74   2,766,239
    2,792,078.525       $ 30,013,619
                   ING JPMorgan Value Opportunities Portfolio -            
                       Service Class            
                   Contracts in accumulation period:            
                   Band 2   747.833   $ 7.43   $ 5,556
                   Band 4   92,630.283   7.36   681,759
                   Band 5   877.150   7.35   6,447
                   Band 6   86,921.974   7.32   636,269
                   Band 7   71,920.483   7.31   525,739
                   Band 8   83,440.243   7.28   607,445
                   Band 9   176,165.431   7.27   1,280,723
                   Band 10   154,260.749   7.25   1,118,390
                   Band 11   15,148.709   7.24   109,677
                   Band 12   2,471.898   7.23   17,872
                   Band 13   110,422.234   7.21   796,144
                   Band 14   117,553.489   7.18   844,034
                   Band 15   188,515.792   7.17   1,351,658
                   Band 16   3,794.406   7.14   27,092
                   Band 17   111,454.094   7.13   794,668
                   Band 18   200.834   7.12   1,430
                   Band 19   912.206   7.09   6,468
                   Band 20   14,017.803   7.20   100,928
                   Band 21   66,748.581   7.16   477,920
                   Band 26   251,415.949   7.44   1,870,535
                   Band 27   170,038.389   7.36   1,251,483
                   Band 28   45,930.348   7.32   336,210
                   Band 29   229,400.922   7.31   1,676,921
                   Band 30   214,580.400   7.22   1,549,270
                   Band 31   111,294.405   7.18   799,094
                   Band 32   1,430.343   7.11   10,170
                   Band 33   487.784   7.05   3,439
                   Band 34   5,403.367   7.01   37,878
                   Band 41   23,331.253   7.23   168,685
                   Band 42   11,195.141   7.17   80,269

195

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract        Units   Unit Value   Extended Value
                   ING JPMorgan Value Opportunities Portfolio -            
                       Service Class (continued)            
                   Band 43   66,660.373   $ 7.13   $ 475,288
                   Band 44   2,599.193   7.04   18,298
                   Band 45   2,200.934   7.00   15,407
                   Band 46   63,044.266   7.10   447,614
                   Band 47   9,296.006   7.06   65,630
                   Band 51   4,666.279   6.67   31,124
    2,511,179.544       $ 18,227,534
                   ING JPMorgan Value Opportunities Portfolio -            
                       Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   21,495.107   $ 7.29   $ 156,699
                   Band 10   21,848.625   7.22   157,747
                   Band 12   285.672   7.20   2,057
                   Band 14   9,169.022   7.16   65,650
                   Band 15   22,569.571   7.14   161,147
                   Band 17   955.923   7.10   6,787
                   Band 20   7,612.755   7.17   54,583
                   Band 46   12,058.583   7.08   85,375
    95,995.258       $ 690,045
                   ING Julius Baer Foreign Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 1   2,108.610   $ 11.91   $ 25,114
                   Band 2   36,654.934   11.75   430,695
                   Band 3   1,123.916   11.48   12,903
                   Band 4   183,877.511   11.56   2,125,624
                   Band 5   93,458.018   11.52   1,076,636
                   Band 6   5,824,949.831   11.44   66,637,426
                   Band 7   2,397,384.975   11.40   27,330,189
                   Band 8   3,067,707.966   11.32   34,726,454
                   Band 9   433,624.170   11.28   4,891,281
                   Band 10   8,579,771.414   11.25   96,522,428
                   Band 11   1,340,477.343   11.21   15,026,751
                   Band 12   452,644.694   11.17   5,056,041
                   Band 13   2,661,316.251   11.13   29,620,450
                   Band 14   5,214,181.046   11.06   57,668,842
                   Band 15   2,881,981.436   11.02   31,759,435
                   Band 16   295,022.536   10.95   3,230,497
                   Band 17   3,952,202.032   10.91   43,118,524
                   Band 18   94,011.507   10.87   1,021,905
                   Band 19   228,733.250   10.80   2,470,319
                   Band 20   1,559,822.000   11.10   17,314,024
                   Band 21   351,676.766   10.98   3,861,411
                   Band 25   59,784.635   11.83   707,252
                   Band 26   329,487.645   11.79   3,884,659
                   Band 27   68,574.505   11.55   792,036
                   Band 28   68,865.758   11.44   787,824

196

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING Julius Baer Foreign Portfolio - Service Class            
(continued)            
                   Band 29   419,808.976   $ 11.40   $ 4,785,822
                   Band 30   81,666.419   11.17   912,214
                   Band 31   51,839.882   11.06   573,349
                   Band 32   2,176.806   10.84   23,597
                   Band 34   3,912.168   10.59   41,430
                   Band 38   361,385.503   7.85   2,836,876
                   Band 41   58,504.242   12.36   723,112
                   Band 42   17,059.014   12.23   208,632
                   Band 43   110,340.049   12.13   1,338,425
                   Band 44   5,257.169   10.26   53,939
                   Band 45   27,149.945   10.07   273,400
                   Band 46   3,123,717.375   9.37   29,269,232
                   Band 47   518,811.235   9.32   4,835,321
                   Band 50   31,181.677   7.72   240,723
                   Band 51   14,073.915   7.66   107,806
                   Band 52   6,857.403   7.79   53,419
                   Band 53   2,293.770   7.74   17,754
                   Band 54   10,502.065   7.68   80,656
                   Band 55   11,371.933   7.77   88,360
                   Band 56   465,494.278   5.72   2,662,627
                   Band 57   15,633.088   5.69   88,952
                   Band 59   4,794.087   5.66   27,135
                   Band 60   2,133.147   5.70   12,159
    45,525,406.895       $ 499,353,660
                   ING Julius Baer Foreign Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   597,727.641   $ 13.44   $ 8,033,459
                   Band 7   13,154.231   13.40   176,267
                   Band 10   524,251.776   13.23   6,935,851
                   Band 11   8,348.541   13.19   110,117
                   Band 12   98,060.645   13.14   1,288,517
                   Band 13   6,525.946   9.47   61,801
                   Band 14   137,958.292   10.34   1,426,489
                   Band 15   451,216.498   10.32   4,656,554
                   Band 17   166,812.944   10.24   1,708,165
                   Band 20   741,865.856   13.06   9,688,768
                   Band 46   523,710.321   9.31   4,875,743
    3,269,632.691       $ 38,961,731

197

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING Legg Mason Value Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   12,968.163   $ 4.42   $ 57,319
                   Band 4   184,245.538                            4.33   797,783
                   Band 5   172,283.023                            4.31   742,540
                   Band 6   3,243,581.035                            4.27   13,850,091
                   Band 7   2,899,607.593                            4.25   12,323,332
                   Band 8   1,837,553.988                            4.22   7,754,478
                   Band 9   479,662.688                            4.20   2,014,583
                   Band 10   3,942,426.998                            4.18   16,479,345
                   Band 11   1,301,440.309                            4.17   5,427,006
                   Band 12   991,005.612                            4.15   4,112,673
                   Band 13   2,677,538.969                            4.13   11,058,236
                   Band 14   3,796,254.163                            4.10   15,564,642
                   Band 15   1,187,447.103                            4.08   4,844,784
                   Band 16   219,641.704                            4.05   889,549
                   Band 17   2,568,431.948                            4.03   10,350,781
                   Band 18   77,626.878                            4.01   311,284
                   Band 19   173,108.869                            3.98   688,973
                   Band 20   1,244,804.224                            4.11   5,116,145
                   Band 21   488,334.470                            4.06   1,982,638
                   Band 25   37,479.342                            4.45   166,783
                   Band 26   360,035.255                            4.44   1,598,557
                   Band 27   75,857.386                            4.33   328,462
                   Band 28   42,714.028                            4.27   182,389
                   Band 29   212,681.586                            4.25   903,897
                   Band 30   72,975.410                            4.15   302,848
                   Band 31   49,383.973                            4.10   202,474
                   Band 34   1,885.021                            3.88   7,314
                   Band 35   20,107.204                            5.04   101,340
                   Band 36   7,433.330                            5.00   37,167
                   Band 37   2,623.100                            4.38   11,489
                   Band 38   47,878.679                            4.99   238,915
                   Band 39   1,884.160                            4.95   9,327
                   Band 40   1,512.828                            4.93   7,458
                   Band 41   54,506.732                            5.33   290,521
                   Band 42   40,760.713                            5.27   214,809
                   Band 43   91,148.820                            5.23   476,708
                   Band 44   4,684.131                            4.80   22,484
                   Band 45   12,241.865                            4.73   57,904
                   Band 46   1,512,134.162                            4.45   6,728,997
                   Band 47   154,961.692                            4.42   684,931
                   Band 50   275.532                            4.59   1,265
                   Band 51   2,343.631                            4.55   10,664
                   Band 52   459.512                            4.63   2,128
                   Band 54   5,000.800                            4.56   22,804
                   Band 56   21,398.376                            4.73   101,214
                   Band 57   360.526                            4.70   1,694
                   Band 59   466.872                            4.68   2,185
    30,333,157.941       $ 127,082,910

198

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units          Unit Value   Extended Value
                   ING Legg Mason Value Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   352,568.998   $ 5.84   $ 2,059,003
                   Band 7   16,299.682                            5.82   94,864
                   Band 10   288,998.977                            5.75   1,661,744
                   Band 11   1,496.478                            5.73   8,575
                   Band 12   82,034.194                            5.71   468,415
                   Band 14   69,338.944                            4.86   336,987
                   Band 15   236,620.544                            4.85   1,147,610
                   Band 17   132,579.900                            4.81   637,709
                   Band 20   367,395.092                            5.67   2,083,130
                   Band 46   274,236.719                            4.42   1,212,126
    1,821,569.528       $ 9,710,163
                   ING LifeStyle Aggressive Growth Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 2   822.233   $ 8.30   $ 6,825
                   Band 4   353,777.201                            8.20   2,900,973
                   Band 5   20,303.045                            8.18   166,079
                   Band 6   13,089,343.190                            8.14   106,547,254
                   Band 7   4,105,603.911                            8.13   33,378,560
                   Band 8   10,642,743.360                            8.09   86,099,794
                   Band 9   964,258.551                            8.07   7,781,567
                   Band 10   11,989,967.430                            8.05   96,519,238
                   Band 11   2,523,995.740                            8.03   20,267,686
                   Band 12   249,767.764                            8.01   2,000,640
                   Band 13   6,402,805.574                            7.99   51,158,417
                   Band 14   7,059,963.043                            7.95   56,126,706
                   Band 15   8,867,076.842                            7.93   70,315,919
                   Band 16   471,150.589                            7.90   3,722,090
                   Band 17   14,380,243.760                            7.88   113,316,321
                   Band 18   27,559.754                            7.86   216,620
                   Band 19   613,795.198                            7.82   4,799,878
                   Band 20   2,682,728.641                            7.97   21,381,347
                   Band 21   650,344.091                            7.92   5,150,725
                   Band 26   222,715.976                            8.32   1,852,997
                   Band 27   54,857.120                            8.20   449,828
                   Band 28   81,203.283                            8.14   660,995
                   Band 29   113,171.967                            8.12   918,956
                   Band 30   75,359.557                            8.01   603,630
                   Band 31   53,623.611                            7.95   426,308
                   Band 38   179,022.148                            6.76   1,210,190
                   Band 41   55,613.041                            8.01   445,460
                   Band 42   8,222.602                            7.94   65,287
                   Band 43   600,202.655                            7.88   4,729,597
                   Band 45   20,536.637                            7.69   157,927
                   Band 46   6,820,001.883                            7.19   49,035,814
                   Band 47   856,397.745                            7.15   6,123,244
                   Band 50   92,535.635                            6.65   615,362

199

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units          Unit Value   Extended Value
                   ING LifeStyle Aggressive Growth Portfolio - Service            
                       Class (continued)            
                   Band 51   3,318.267   $ 6.60   $ 21,901
                   Band 52   1,327.118                            6.71   8,905
                   Band 55   44,882.592                            6.69   300,265
                   Band 56   222,280.094                            6.07   1,349,240
                   Band 57   1,149.752                            6.04   6,945
                   Band 58   3,062.291                            6.02   18,435
                   Band 59   2,133.464                            6.01   12,822
    94,607,867.355       $ 750,870,747
                   ING LifeStyle Aggressive Growth Portfolio - Service            
                       2 Class            
                   Contracts in accumulation period:            
                   Band 6   53,033.190   $ 8.21   $ 435,402
                   Band 10   53,817.385                            8.13   437,535
                   Band 12   26,784.543                            8.10   216,955
                   Band 14   2,260.310                            8.06   18,218
                   Band 15   35,894.663                            8.04   288,593
                   Band 17   10,223.006                            8.00   81,784
                   Band 20   144,831.000                            8.07   1,168,786
                   Band 46   14,784.127                            7.97   117,829
    341,628.224       $ 2,765,102
                   ING LifeStyle Conservative Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 4   2,446.406   $ 7.96   $ 19,473
                   Band 6   1,191,721.195                            7.95   9,474,184
                   Band 7   484,982.711                            7.95   3,855,613
                   Band 8   1,178,787.205                            7.95   9,371,358
                   Band 9   26,729.347                            7.95   212,498
                   Band 10   2,413,273.997                            7.95   19,185,528
                   Band 11   499,119.500                            7.94   3,963,009
                   Band 12   26,644.702                            7.94   211,559
                   Band 13   3,250,371.423                            7.94   25,807,949
                   Band 14   1,658,610.820                            7.94   13,169,370
                   Band 15   1,134,919.508                            7.94   9,011,261
                   Band 16   130,115.057                            7.93   1,031,812
                   Band 17   1,535,233.796                            7.93   12,174,404
                   Band 18   18,591.209                            7.93   147,428
                   Band 19   46,945.607                            7.93   372,279
                   Band 20   248,731.554                            7.94   1,974,929
                   Band 21   1,308.136                            7.93   10,374
                   Band 38   63,365.253                            7.97   505,021
                   Band 46   1,208,229.910                            7.93   9,581,263
                   Band 47   669,601.755                            7.92   5,303,246
                   Band 55   6,676.239                            7.95   53,076
                   Band 56   158,045.845                            7.96   1,258,045
                   Band 57   145,737.506                            7.94   1,157,156
    16,100,188.681       $ 127,850,835

200

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract   Units          Unit Value   Extended Value
                   ING LifeStyle Growth Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   34,796.217   $ 8.72   $ 303,423
                   Band 4   1,974,646.561                            8.62   17,021,453
                   Band 5   120,044.442                            8.59   1,031,182
                   Band 6   52,718,863.430                            8.55   450,746,282
                   Band 7   8,072,275.804                            8.53   68,856,513
                   Band 8   30,235,470.340                            8.49   256,699,143
                   Band 9   3,922,608.299                            8.47   33,224,492
                   Band 10   75,698,182.600                            8.45   639,649,643
                   Band 11   6,043,148.945                            8.43   50,943,746
                   Band 12   1,062,335.155                            8.41   8,934,239
                   Band 13   20,875,512.670                            8.39   175,145,551
                   Band 14   27,211,275.760                            8.35   227,214,153
                   Band 15   30,574,303.930                            8.33   254,683,952
                   Band 16   2,387,319.987                            8.29   19,790,883
                   Band 17   30,971,387.190                            8.27   256,133,372
                   Band 18   53,961.490                            8.25   445,182
                   Band 19   801,768.108                            8.22   6,590,534
                   Band 20   7,687,612.345                            8.37   64,345,315
                   Band 21   2,066,217.504                            8.31   17,170,267
                   Band 26   827,589.571                            8.74   7,233,133
                   Band 27   343,447.920                            8.61   2,957,087
                   Band 28   107,796.813                            8.55   921,663
                   Band 29   720,340.558                            8.53   6,144,505
                   Band 30   392,289.794                            8.41   3,299,157
                   Band 31   93,828.634                            8.35   783,469
                   Band 32   38,202.428                            8.24   314,788
                   Band 34   3,190.111                            8.10   25,840
                   Band 38   3,332,113.988                            7.28   24,257,790
                   Band 41   667,676.711                            8.42   5,621,838
                   Band 42   104,687.659                            8.34   873,095
                   Band 43   1,505,309.722                            8.28   12,463,964
                   Band 44   6,456.109                            8.14   52,553
                   Band 45   66,867.184                            8.08   540,287
                   Band 46   32,093,651.610                            7.60   243,911,752
                   Band 47   2,962,523.746                            7.56   22,396,680
                   Band 50   258,586.172                            7.16   1,851,477
                   Band 51   124,366.666                            7.10   883,003
                   Band 52   662.853                            7.22   4,786
                   Band 53   3,978.149                            7.17   28,523
                   Band 55   242,097.864                            7.20   1,743,105
                   Band 56   5,791,894.394                            6.53   37,821,070
                   Band 57   71,230.602                            6.50   462,999
                   Band 58   5,068.123                            6.48   32,841
                   Band 59   25,764.144                            6.46   166,436
                   Band 60   6,623.309                            6.50   43,052
                   Band 62   25,400.151                            6.47   164,339
                   Band 64   9,709.531                            6.57   63,792
    352,343,085.293       $ 2,923,992,349

201

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract   Units          Unit Value   Extended Value
                   ING LifeStyle Growth Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   247,167.161   $ 8.58   $ 2,120,694
                   Band 10   344,874.226                            8.50   2,931,431
                   Band 12   43,302.128                            8.47   366,769
                   Band 14   49,404.103                            8.42   415,983
                   Band 15   129,262.910                            8.40   1,085,808
                   Band 17   661.919                            8.36   5,534
                   Band 20   63,989.544                            8.44   540,072
                   Band 46   253,061.983                            8.33   2,108,006
    1,131,723.974       $ 9,574,297
                   ING LifeStyle Moderate Growth Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 2   53,156.044   $ 9.08   $ 482,657
                   Band 4   2,695,637.583                            8.97   24,179,869
                   Band 5   76,516.079                            8.95   684,819
                   Band 6   40,348,931.060                            8.91   359,508,976
                   Band 7   7,798,271.008                            8.89   69,326,629
                   Band 8   21,768,526.140                            8.85   192,651,456
                   Band 9   6,163,823.071                            8.83   54,426,558
                   Band 10   57,548,358.290                            8.80   506,425,553
                   Band 11   7,107,854.842                            8.78   62,406,966
                   Band 12   710,371.767                            8.76   6,222,857
                   Band 13   13,937,318.390                            8.74   121,812,163
                   Band 14   22,761,926.490                            8.70   198,028,760
                   Band 15   22,864,520.610                            8.68   198,464,039
                   Band 16   2,132,116.363                            8.64   18,421,485
                   Band 17   23,935,885.250                            8.62   206,327,331
                   Band 18   64,390.540                            8.60   553,759
                   Band 19   768,738.902                            8.56   6,580,405
                   Band 20   6,255,777.144                            8.72   54,550,377
                   Band 21   2,839,948.948                            8.66   24,593,958
                   Band 26   865,540.142                            9.10   7,876,415
                   Band 27   476,376.779                            8.97   4,273,100
                   Band 28   171,153.727                            8.91   1,524,980
                   Band 29   1,295,840.217                            8.89   11,520,020
                   Band 30   545,615.514                            8.76   4,779,592
                   Band 31   213,692.232                            8.70   1,859,122
                   Band 32   1,083.161                            8.58   9,294
                   Band 34   20,679.781                            8.44   174,537
                   Band 38   3,055,075.869                            7.81   23,860,143
                   Band 41   419,081.005                            8.77   3,675,340
                   Band 42   115,932.543                            8.68   1,006,294
                   Band 43   1,944,047.072                            8.62   16,757,686
                   Band 44   18,295.551                            8.47   154,963
                   Band 45   272,705.586                            8.41   2,293,454
                   Band 46   22,511,941.440                            8.01   180,320,651
                   Band 47   2,623,775.525                            7.96   20,885,253

202

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract              Units          Unit Value   Extended Value
                   ING LifeStyle Moderate Growth Portfolio - Service            
                       Class (continued)            
                   Band 50   103,134.599   $ 7.68   $ 792,074
                   Band 51   58,991.163                            7.62   449,513
                   Band 52   6,360.229                            7.74   49,228
                   Band 53   7,073.339                            7.70   54,465
                   Band 55   175,128.658                            7.72   1,351,993
                   Band 56   6,142,445.958                            6.97   42,812,848
                   Band 57   55,542.970                            6.93   384,913
                   Band 58   33,365.230                            6.92   230,887
                   Band 59   11,034.581                            6.90   76,139
                   Band 60   2,752.474                            6.94   19,102
                   Band 62   6,965.849                            6.90   48,064
                   Band 64   32,027.343                            7.00   224,191
    281,017,727.058       $ 2,433,112,878
                   ING LifeStyle Moderate Growth Portfolio - Service 2            
                       Class            
                   Contracts in accumulation period:            
                   Band 6   301,297.298   $ 8.90   $ 2,681,546
                   Band 7   10,584.187                            8.89   94,093
                   Band 8   10,023.542                            8.85   88,708
                   Band 10   182,803.307                            8.82   1,612,325
                   Band 11   6,590.105                            8.80   57,993
                   Band 12   30,916.829                            8.79   271,759
                   Band 13   5,635.283                            8.77   49,421
                   Band 14   54,607.055                            8.74   477,266
                   Band 15   166,237.131                            8.72   1,449,588
                   Band 17   27,652.128                            8.67   239,744
                   Band 20   181,774.685                            8.75   1,590,528
                   Band 46   294,206.441                            8.64   2,541,944
    1,272,327.991       $ 11,154,915
                   ING LifeStyle Moderate Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   14,942.593   $ 9.51   $ 142,104
                   Band 4   1,417,876.320                            9.40   13,328,037
                   Band 5   115,649.590                            9.38   1,084,793
                   Band 6   19,133,193.120                            9.34   178,704,024
                   Band 7   6,089,942.234                            9.31   56,697,362
                   Band 8   11,168,891.300                            9.27   103,535,622
                   Band 9   3,435,567.461                            9.25   31,778,999
                   Band 10   27,863,823.810                            9.23   257,183,094
                   Band 11   4,615,769.489                            9.20   42,465,079
                   Band 12   1,026,496.674                            9.18   9,423,239
                   Band 13   9,095,202.874                            9.16   83,312,058
                   Band 14   12,780,303.100                            9.12   116,556,364
                   Band 15   10,041,745.560                            9.10   91,379,885
                   Band 16   1,523,804.496                            9.05   13,790,431
                   Band 17   12,622,114.490                            9.03   113,977,694

203

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract              Units          Unit Value   Extended Value
                   ING LifeStyle Moderate Portfolio - Service Class            
(continued)            
                   Band 18   35,148.208   $ 9.01   $ 316,685
                   Band 19   809,127.424                            8.97   7,257,873
                   Band 20   5,194,632.850                            9.14   47,478,944
                   Band 21   1,647,029.287                            9.07   14,938,556
                   Band 26   783,368.821                            9.54   7,473,339
                   Band 27   311,880.469                            9.40   2,931,676
                   Band 28   101,133.486                            9.34   944,587
                   Band 29   914,180.768                            9.31   8,511,023
                   Band 30   648,596.625                            9.18   5,954,117
                   Band 31   197,275.923                            9.12   1,799,156
                   Band 32   8,512.776                            8.99   76,530
                   Band 33   18,742.744                            8.91   166,998
                   Band 34   21,811.667                            8.84   192,815
                   Band 38   1,863,481.305                            8.35   15,560,069
                   Band 41   251,081.845                            9.19   2,307,442
                   Band 42   77,980.225                            9.10   709,620
                   Band 43   1,458,493.391                            9.03   13,170,195
                   Band 44   1,617.837                            8.88   14,366
                   Band 45   61,216.584                            8.82   539,930
                   Band 46   12,313,843.690                            8.46   104,175,118
                   Band 47   2,131,455.187                            8.41   17,925,538
                   Band 51   120,276.695                            8.14   979,052
                   Band 52   24,274.599                            8.28   200,994
                   Band 53   18,813.152                            8.23   154,832
                   Band 55   96,031.695                            8.26   793,222
                   Band 56   4,336,268.321                            7.48   32,435,287
                   Band 57   42,972.929                            7.44   319,719
                   Band 58   2,436.201                            7.42   18,077
                   Band 59   9,283.103                            7.40   68,695
                   Band 60   58,267.419                            7.45   434,092
                   Band 64   52,771.273                            7.48   394,729
    154,557,329.610       $ 1,401,602,061
                   ING LifeStyle Moderate Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   245,468.269   $ 9.30   $ 2,282,855
                   Band 10   149,340.822                            9.22   1,376,922
                   Band 12   75,924.883                            9.18   696,990
                   Band 13   5,617.704                            9.16   51,458
                   Band 14   56,041.728                            9.13   511,661
                   Band 15   167,312.880                            9.11   1,524,220
                   Band 17   70,366.806                            9.06   637,523
                   Band 20   276,923.231                            9.15   2,533,848
                   Band 46   188,242.896                            9.03   1,699,833
    1,235,239.219       $ 11,315,310

204

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING Limited Maturity Bond Portfolio - Service Class            
                   Currently payable annuity contracts:   925.622   $23.25 to $24.21   $ 21,522
                   Contracts in accumulation period:            
                   Band 1   5,759.724   24.21   139,443
                   Band 2   242,600.393   23.25   5,640,459
                   Band 3   932.113   21.67   20,199
                   Band 4   72,203.949   22.16   1,600,040
                   Band 5   74,994.838   21.88   1,640,887
                   Band 6   954,519.447   21.50   20,522,168
                   Band 7   1,000,792.236   21.22   21,236,811
                   Band 8   563,814.468   20.86   11,761,170
                   Band 9   143,603.785   20.59   2,956,802
                   Band 10   269,814.695   20.38   5,498,823
                   Band 11   930,227.424   20.21   18,799,896
                   Band 12   219,747.038   19.97   4,388,348
                   Band 13   783,306.037   19.77   15,485,960
                   Band 14   662,979.155   19.38   12,848,536
                   Band 16   14,035.266   18.83   264,284
                   Band 17   96,665.156   18.64   1,801,839
                   Band 18   9,965.212   18.45   183,858
                   Band 19   30,846.706   18.07   557,400
                   Band 20   160,889.381   19.61   3,155,041
                   Band 21   48,075.418   19.02   914,394
                   Band 24   166.859   25.73   4,293
                   Band 25   29,152.915   23.75   692,382
                   Band 49   29,538.673   9.94   293,614
    6,345,556.510       $ 130,428,169
                   ING Liquid Assets Portfolio - Service Class            
                   Currently payable annuity contracts:   6.197   $18.53 to $19.29   $ 116
                   Contracts in accumulation period:            
                   Band 1   51,602.312   19.29   995,409
                   Band 2   389,833.568   18.53   7,223,616
                   Band 3   17,246.757   17.27   297,851
                   Band 4   1,075,452.885   17.65   18,981,743
                   Band 5   411,578.223   17.39   7,157,345
                   Band 6   15,903,228.630   17.12   272,263,274
                   Band 7   12,640,768.070   16.88   213,376,165
                   Band 8   11,654,930.660   16.61   193,588,398
                   Band 9   2,175,066.297   16.37   35,605,835
                   Band 10   18,806,724.070   16.21   304,856,997
                   Band 11   9,058,019.362   16.09   145,743,532
                   Band 12   1,879,417.788   15.88   29,845,154
                   Band 13   14,082,140.860   15.72   221,371,254
                   Band 14   14,339,344.580   15.41   220,969,300
                   Band 15   6,218,578.799   15.30   95,144,256
                   Band 16   1,120,159.832   14.99   16,791,196
                   Band 17   9,865,920.602   14.84   146,410,262
                   Band 18   75,114.318   14.69   1,103,429

205

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract              Units   Unit Value   Extended Value
                   ING Liquid Assets Portfolio - Service Class            
(continued)            
                   Band 19   576,192.497   $ 14.39   $ 8,291,410
                   Band 20   3,532,829.706   15.61   55,147,472
                   Band 21   717,104.546   15.14   10,856,963
                   Band 25   73,538.506   18.91   1,390,613
                   Band 26   1,679,566.462   18.72   31,441,484
                   Band 27   642,413.723   17.62   11,319,330
                   Band 28   262,305.260   17.09   4,482,797
                   Band 29   2,902,929.937   16.92   49,117,575
                   Band 30   1,385,332.506   15.92   22,054,493
                   Band 31   701,838.172   15.45   10,843,400
                   Band 32   33,725.334   14.57   491,378
                   Band 33   11,477.470   13.99   160,570
                   Band 34   1,348.298   13.57   18,296
                   Band 35   269,683.060   19.49   5,256,123
                   Band 36   62,017.343   18.72   1,160,965
                   Band 37   20,586.347   18.17   374,054
                   Band 38   2,579,107.315   11.09   28,602,300
                   Band 39   195,689.926   10.96   2,144,762
                   Band 40   147,780.461   10.88   1,607,851
                   Band 41   648,465.181   10.65   6,906,154
                   Band 42   70,326.842   10.54   741,245
                   Band 43   726,419.814   10.45   7,591,087
                   Band 44   49,618.601   10.38   515,041
                   Band 45   57,733.245   10.30   594,652
                   Band 46   6,185,289.857   10.58   65,440,367
                   Band 47   2,009,948.440   10.51   21,124,558
                   Band 49   1,274,009.972   10.66   13,580,946
                   Band 50   2,062.545   10.54   21,739
                   Band 51   54,382.597   10.46   568,842
                   Band 52   48,262.874   10.63   513,034
                   Band 55   69,910.862   10.61   741,754
                   Band 56   3,493,551.718   10.12   35,354,743
                   Band 57   111,644.170   10.06   1,123,140
                   Band 59   10,377.352   10.01   103,877
                   Band 60   35,940.254   10.07   361,918
    150,408,545.003       $ 2,331,770,065
                   ING Liquid Assets Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   1,177,079.679   $ 10.70   $ 12,594,753
                   Band 7   15,217.787   10.67   162,374
                   Band 8   901.026   10.60   9,551
                   Band 10   835,706.666   10.53   8,799,991
                   Band 11   39,063.908   10.50   410,171
                   Band 12   257,755.770   10.46   2,696,125
                   Band 13   6,197.531   10.69   66,252
                   Band 14   187,008.008   10.56   1,974,805
                   Band 15   655,678.812   10.53   6,904,298
                   Band 17   258,720.894   10.45   2,703,633
                   Band 20   1,531,095.162   10.40   15,923,390
                   Band 46   384,762.655   10.52   4,047,703
    5,349,187.898       $ 56,293,046

206

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract        Units   Unit Value   Extended Value
                   ING Lord Abbett Affiliated Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   2,936.543   $ 9.09   $ 26,693
                   Band 3   1,094.014   8.81   9,638
                   Band 4   37,355.513   8.89   332,091
                   Band 5   65,906.948   8.85   583,276
                   Band 6   632,115.097   8.77   5,543,649
                   Band 7   956,346.955   8.73   8,348,909
                   Band 8   347,206.809   8.65   3,003,339
                   Band 9   160,384.012   8.61   1,380,906
                   Band 10   771,210.145   8.57   6,609,271
                   Band 11   599,701.606   8.53   5,115,455
                   Band 12   241,979.730   8.49   2,054,408
                   Band 13   561,630.511   8.46   4,751,394
                   Band 14   1,207,039.844   8.38   10,114,994
                   Band 15   103,935.643   8.34   866,823
                   Band 16   19,253.429   8.27   159,226
                   Band 17   362,354.846   8.23   2,982,180
                   Band 18   23,421.267   8.19   191,820
                   Band 19   92,806.851   8.12   753,592
                   Band 20   289,975.575   8.42   2,441,594
                   Band 21   132,695.401   8.30   1,101,372
                   Band 25   12,958.086   9.17   118,826
                   Band 26   20,016.839   9.55   191,161
                   Band 27   3,585.245   9.40   33,701
                   Band 28   2,102.881   9.32   19,599
                   Band 29   24,051.652   9.30   223,680
                   Band 30   11,220.237   9.15   102,665
                   Band 31   22,014.803   9.07   199,674
                   Band 38   995.752   7.30   7,269
                   Band 41   1,951.133   9.15   17,853
                   Band 42   2,958.499   9.05   26,774
                   Band 43   7,718.371   8.98   69,311
                   Band 44   174.093   7.98   1,389
                   Band 45   23,333.124   7.85   183,165
                   Band 46   114,346.022   7.57   865,599
                   Band 47   23,587.367   7.52   177,377
                   Band 55   2,425.629   7.23   17,537
    6,882,790.472       $ 58,626,210
                   ING Lord Abbett Affiliated Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   36,256.729   $ 10.51   $ 381,058
                   Band 7   647.889   10.47   6,783
                   Band 10   42,071.318   10.34   435,017
                   Band 12   5,354.647   10.28   55,046
                   Band 14   13,858.014   7.90   109,478
                   Band 15   12,758.158   7.89   100,662
                   Band 17   5,251.082   7.83   41,116
                   Band 20   50,306.425   10.21   513,629
                   Band 46   33,042.807   7.53   248,812
    199,547.069       $ 1,891,601

207

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING Marsico Growth Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 1   3,725.106   $ 12.13   $ 45,186
                   Band 2   132,186.550   11.83   1,563,767
                   Band 3   8,592.693   11.30   97,097
                   Band 4   182,115.666   11.45   2,085,224
                   Band 5   161,349.264   11.38   1,836,155
                   Band 6   5,258,119.044   11.23   59,048,677
                   Band 7   3,567,579.516   11.16   39,814,187
                   Band 8   3,538,269.452   11.02   38,991,729
                   Band 9   995,225.120   10.95   10,897,715
                   Band 10   3,530,625.190   10.87   38,377,896
                   Band 11   4,696,270.895   10.80   50,719,726
                   Band 12   831,820.274   10.73   8,925,432
                   Band 13   3,003,393.196   10.67   32,046,205
                   Band 14   4,064,826.321   10.53   42,802,621
                   Band 15   978,977.280   10.46   10,240,102
                   Band 16   162,615.792   10.32   1,678,195
                   Band 17   1,891,487.295   10.26   19,406,660
                   Band 18   54,982.731   10.19   560,274
                   Band 19   197,402.754   10.06   1,985,872
                   Band 20   1,197,887.606   10.60   12,697,609
                   Band 21   254,937.181   10.39   2,648,797
                   Band 25   63,892.686   11.98   765,434
                   Band 26   160,659.738   8.43   1,354,362
                   Band 27   11,297.076   8.31   93,879
                   Band 28   9,831.966   8.25   81,114
                   Band 29   107,117.571   8.23   881,578
                   Band 30   19,430.295   8.11   157,580
                   Band 31   14,632.526   8.06   117,938
                   Band 38   96,529.054   7.25   699,836
                   Band 41   8,725.166   8.12   70,848
                   Band 42   1,784.585   8.04   14,348
                   Band 43   73,427.544   7.98   585,952
                   Band 44   251.262   7.85   1,972
                   Band 45   15,114.464   7.73   116,835
                   Band 46   1,874,070.114   7.22   13,530,786
                   Band 47   244,251.488   7.17   1,751,283
                   Band 50   632.642   7.15   4,523
                   Band 52   456.434   7.22   3,295
                   Band 53   1,019.434   7.17   7,309
                   Band 56   130,679.565   6.23   814,134
                   Band 57   345.916   6.20   2,145
                   Band 59   6,681.310   6.17   41,224
    37,553,219.762       $ 397,565,501

208

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract        Units   Unit Value   Extended Value
                   ING Marsico Growth Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   283,654.838   $ 10.36   $ 2,938,664
                   Band 7   14,300.768   10.32   147,584
                   Band 10   220,274.806   10.19   2,244,600
                   Band 11   2,958.573   10.16   30,059
                   Band 12   85,597.289   10.13   867,101
                   Band 13   5,188.863   7.29   37,827
                   Band 14   71,121.827   7.88   560,440
                   Band 15   197,843.311   7.87   1,557,027
                   Band 17   44,357.488   7.81   346,432
                   Band 20   407,921.778   10.06   4,103,693
                   Band 46   201,629.060   7.17   1,445,680
    1,534,848.601       $ 14,279,107
                   ING Marsico International Opportunities Portfolio -            
Service Class            
                   Contracts in accumulation period:            
                   Band 2   12,156.186   $ 9.12   $ 110,864
                   Band 4   116,879.863   9.04   1,056,594
                   Band 5   78,284.477   9.02   706,126
                   Band 6   2,376,602.707   8.99   21,365,658
                   Band 7   1,284,421.241   8.97   11,521,259
                   Band 8   1,266,965.563   8.94   11,326,672
                   Band 9   179,556.945   8.92   1,601,648
                   Band 10   2,920,415.257   8.90   25,991,696
                   Band 11   691,115.591   8.89   6,144,018
                   Band 12   254,172.479   8.87   2,254,510
                   Band 13   1,373,994.168   8.85   12,159,848
                   Band 14   1,976,963.408   8.82   17,436,817
                   Band 15   1,055,822.364   8.80   9,291,237
                   Band 16   128,107.281   8.77   1,123,501
                   Band 17   1,483,984.258   8.75   12,984,862
                   Band 18   12,575.951   8.74   109,914
                   Band 19   56,149.231   8.71   489,060
                   Band 20   642,231.029   8.84   5,677,322
                   Band 21   184,200.618   8.79   1,619,123
                   Band 25   35,866.371   9.16   328,536
                   Band 26   105,953.623   9.14   968,416
                   Band 27   19,401.260   9.04   175,387
                   Band 28   4,957.710   8.99   44,570
                   Band 29   81,006.685   8.97   726,630
                   Band 30   28,090.201   8.87   249,160
                   Band 31   26,067.667   8.82   229,917
                   Band 33   355.214   8.66   3,076
                   Band 35   14,482.305   5.38   77,915
                   Band 38   145,334.169   7.24   1,052,219
                   Band 39   46,099.136   5.37   247,552
                   Band 40   2,277.834   5.36   12,209

209

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units   Unit Value   Extended Value
                   ING Marsico International Opportunities Portfolio -            
Service Class            
                   Band 41   20,051.743   $ 8.87   $ 177,859
                   Band 42   6,484.615   8.81   57,129
                   Band 43   42,895.127   8.76   375,761
                   Band 45   5,146.522   8.59   44,209
                   Band 46   1,147,803.511   8.72   10,008,847
                   Band 47   132,142.524   8.67   1,145,676
                   Band 50   14,269.627   7.10   101,314
                   Band 51   6,695.115   7.05   47,201
                   Band 52   1,241.975   7.17   8,905
                   Band 55   3,734.098   7.15   26,699
                   Band 56   204,224.951   5.29   1,080,350
                   Band 57   5,410.276   5.26   28,458
                   Band 59   5,741.243   5.23   30,027
    18,200,332.119       $ 160,218,751
                   ING MFS Total Return Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 1   4,541.523   $ 23.24   $ 105,545
                   Band 2   61,063.661   22.58   1,378,817
                   Band 3   2,835.367   21.47   60,875
                   Band 4   277,551.031   21.79   6,047,837
                   Band 5   214,568.089   21.63   4,641,108
                   Band 6   4,728,779.145   21.33   100,864,859
                   Band 7   3,671,981.233   21.17   77,735,843
                   Band 8   3,028,687.382   20.87   63,208,706
                   Band 9   643,128.007   20.72   13,325,612
                   Band 10   3,123,588.208   20.57   64,252,209
                   Band 11   4,110,239.772   20.42   83,931,096
                   Band 12   1,157,196.405   20.27   23,456,371
                   Band 13   3,103,639.835   20.13   62,476,270
                   Band 14   4,100,404.568   19.84   81,352,027
                   Band 15   953,779.486   19.69   18,779,918
                   Band 16   186,410.612   19.41   3,618,230
                   Band 17   1,865,660.702   19.27   35,951,282
                   Band 18   88,490.475   19.13   1,692,823
                   Band 19   205,397.525   18.85   3,871,743
                   Band 20   1,287,947.486   19.98   25,733,191
                   Band 21   348,106.899   19.55   6,805,490
                   Band 22   374.779   21.79   8,166
                   Band 23   5,408.053   21.33   115,354
                   Band 24   243.679   24.27   5,914
                   Band 25   66,213.694   22.91   1,516,956
                   Band 26   338,064.582   22.75   7,690,969
                   Band 27   147,059.097   21.79   3,204,418
                   Band 28   40,364.178   21.32   860,564
                   Band 29   298,427.011   21.16   6,314,716
                   Band 30   198,537.812   20.27   4,024,361

210

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING MFS Total Return Portfolio - Service Class            
(continued)            
                   Band 31   105,511.262   $ 19.83   $ 2,092,288
                   Band 32   3,419.101   19.02   65,031
                   Band 33   1,573.094   18.47   29,055
                   Band 34   13,127.309   18.08   237,342
                   Band 35   72,737.152   23.41   1,702,777
                   Band 36   11,141.078   22.75   253,460
                   Band 37   19,744.914   22.27   439,719
                   Band 38   370,388.319   10.73   3,974,267
                   Band 39   62,600.617   10.62   664,819
                   Band 40   15,999.056   10.53   168,470
                   Band 41   64,829.696   10.10   654,780
                   Band 42   72,679.380   9.99   726,067
                   Band 43   246,634.480   9.91   2,444,148
                   Band 44   31,838.286   9.13   290,684
                   Band 45   32,621.587   9.00   293,594
                   Band 46   1,984,552.284   8.60   17,067,150
                   Band 47   486,533.176   8.54   4,154,993
                   Band 49   55,330.353   7.77   429,917
                   Band 50   800.469   8.62   6,900
                   Band 51   2,708.579   8.55   23,158
                   Band 55   183.679   8.67   1,592
                   Band 56   251,662.828   7.87   1,980,586
                   Band 57   19,689.971   7.83   154,172
                   Band 58   3,638.778   7.81   28,419
    38,188,635.744       $ 740,914,658
                   ING MFS Total Return Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   444,932.031   $ 11.03   $ 4,907,600
                   Band 7   13,992.428   10.99   153,777
                   Band 8   3,717.144   10.92   40,591
                   Band 10   411,520.865   10.85   4,465,001
                   Band 11   23,070.177   10.82   249,619
                   Band 12   222,422.352   10.78   2,397,713
                   Band 13   16,490.217   8.69   143,300
                   Band 14   97,284.955   9.17   892,103
                   Band 15   426,503.496   9.15   3,902,507
                   Band 17   215,513.043   9.08   1,956,858
                   Band 20   954,315.590   10.71   10,220,720
                   Band 46   395,328.809   8.55   3,380,061
    3,225,091.107       $ 32,709,850

211

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING MFS Utilities Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   19,411.157   $ 11.51   $ 223,422
                   Band 4   148,397.446   11.40   1,691,731
                   Band 5   34,630.144   11.38   394,091
                   Band 6   4,123,842.872   11.34   46,764,378
                   Band 7   2,130,158.380   11.32   24,113,393
                   Band 8   3,363,382.239   11.28   37,938,952
                   Band 9   289,925.156   11.26   3,264,557
                   Band 10   4,480,383.376   11.23   50,314,705
                   Band 11   1,023,578.585   11.21   11,474,316
                   Band 12   300,770.105   11.19   3,365,617
                   Band 13   2,056,676.931   11.17   22,973,081
                   Band 14   2,883,147.043   11.13   32,089,427
                   Band 15   2,312,150.215   11.11   25,687,989
                   Band 16   290,678.613   11.07   3,217,812
                   Band 17   3,547,635.139   11.05   39,201,368
                   Band 18   64,482.766   11.03   711,245
                   Band 19   107,967.944   10.98   1,185,488
                   Band 20   906,505.592   11.15   10,107,537
                   Band 21   151,686.703   11.09   1,682,206
                   Band 25   5,868.526   11.55   67,781
                   Band 26   160,648.741   11.53   1,852,280
                   Band 27   44,479.072   11.40   507,061
                   Band 28   13,452.371   11.34   152,550
                   Band 29   298,673.254   11.32   3,380,981
                   Band 30   100,787.942   11.19   1,127,817
                   Band 31   41,108.059   11.13   457,533
                   Band 32   467.936   11.01   5,152
                   Band 34   170.879   10.87   1,857
                   Band 35   30,849.259   6.59   203,297
                   Band 36   1,533.989   6.58   10,094
                   Band 38   214,447.938   9.61   2,060,845
                   Band 39   86,396.766   6.57   567,627
                   Band 40   3,929.314   6.56   25,776
                   Band 41   39,783.053   11.19   445,172
                   Band 42   34,696.862   11.11   385,482
                   Band 43   126,412.203   11.05   1,396,855
                   Band 44   2,989.299   10.90   32,583
                   Band 45   11,668.029   10.84   126,481
                   Band 46   1,332,274.368   11.00   14,655,018
                   Band 47   238,487.829   10.94   2,609,057
                   Band 50   3,834.322   9.48   36,349
                   Band 51   6,291.528   9.40   59,140
                   Band 52   660.657   9.56   6,316
                   Band 54   1,637.298   9.43   15,440
                   Band 55   2,149.502   9.54   20,506
                   Band 56   198,515.663   6.26   1,242,708
                   Band 57   1,805.523   6.23   11,248
                   Band 59   3,100.990   6.19   19,195
                   Band 60   2,601.880   6.23   16,210
    31,245,133.458       $ 347,899,726

212

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units          Unit Value   Extended Value
                   ING Multi-Manager International Small Cap            
                       Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 4   11,400.746   $ 5.35   $ 60,994
                   Band 6   79,954.508                            5.35   427,757
                   Band 7   8,703.619                            5.35   46,564
                   Band 8   36,103.650                            5.34   192,793
                   Band 9   446.021                            5.34   2,382
                   Band 10   164,792.669                            5.34   879,993
                   Band 11   16,732.041                            5.34   89,349
                   Band 13   19,014.563                            5.33   101,348
                   Band 14   7,958.538                            5.33   42,419
                   Band 15   50,967.861                            5.33   271,659
                   Band 16   6,711.934                            5.32   35,707
                   Band 17   31,280.855                            5.32   166,414
                   Band 20   18,997.507                            5.33   101,257
                   Band 26   20.295                            5.36   109
                   Band 29   422.277                            5.35   2,259
                   Band 41   2,061.263                            5.33   10,987
                   Band 46   24,004.812                            5.32   127,706
                   Band 47   2,964.122                            5.31   15,739
                   Band 56   7,432.963                            5.36   39,841
                   Band 57   2,375.335                            5.34   12,684
                   Band 59   1,501.620                            5.32   7,989
    493,847.199       $ 2,635,950
                   ING Oppenheimer Active Asset Allocation Portfolio -            
                       Service Class            
                   Contracts in accumulation period:            
                   Band 6   98,549.270   $ 8.44   $ 831,756
                   Band 7   6,345.588                            8.44   53,557
                   Band 8   24,362.220                            8.44   205,617
                   Band 10   162,978.610                            8.43   1,373,910
                   Band 11   7,774.405                            8.43   65,538
                   Band 13   18,158.766                            8.43   153,078
                   Band 14   4,125.894                            8.43   34,781
                   Band 15   40,405.573                            8.43   340,619
                   Band 17   14,648.518                            8.42   123,341
                   Band 20   1,603.202                            8.43   13,515
                   Band 46   26,453.369                            8.42   222,737
                   Band 47   1,685.149                            8.41   14,172
                   Band 56   4,521.761                            8.45   38,209
    411,612.325       $ 3,470,830

213

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING Oppenheimer Main Street Portfolio® - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 2   51,915.859   $ 16.09   $ 835,326
                   Band 3   1,565.171   15.30   23,947
                   Band 4   102,335.508   15.52   1,588,247
                   Band 5   65,640.573   15.41   1,011,521
                   Band 6   1,941,992.582   15.20   29,518,287
                   Band 7   1,398,146.585   15.08   21,084,051
                   Band 8   1,977,942.301   14.87   29,412,002
                   Band 9   283,598.536   14.76   4,185,914
                   Band 10   777,721.810   14.65   11,393,625
                   Band 11   2,346,196.353   14.55   34,137,157
                   Band 12   430,559.446   14.44   6,217,278
                   Band 13   1,047,409.067   14.34   15,019,846
                   Band 14   1,315,650.698   14.13   18,590,144
                   Band 15   264,098.594   14.03   3,705,303
                   Band 16   32,486.504   13.83   449,288
                   Band 17   391,293.720   13.73   5,372,463
                   Band 18   17,301.036   13.63   235,813
                   Band 19   55,816.735   13.43   749,619
                   Band 20   345,090.973   14.24   4,914,095
                   Band 21   98,156.107   13.93   1,367,315
                   Band 22   412.167   15.52   6,397
                   Band 23   5,668.503   15.20   86,161
                   Band 25   46,536.768   16.32   759,480
                   Band 26   30,101.780   16.21   487,950
                   Band 27   13,214.992   15.52   205,097
                   Band 28   7,003.677   15.19   106,386
                   Band 29   38,182.223   15.08   575,788
                   Band 30   21,704.429   14.44   313,412
                   Band 31   17,023.394   14.13   240,541
                   Band 34   247.756   12.88   3,191
                   Band 38   17,364.985   7.11   123,465
                   Band 41   12,661.317   8.71   110,280
                   Band 42   198.775   8.61   1,711
                   Band 43   18,610.270   8.54   158,932
                   Band 45   3,337.025   7.50   25,028
                   Band 46   275,564.113   7.18   1,978,550
                   Band 47   26,984.322   7.14   192,668
                   Band 50   1,666.230   7.00   11,664
                   Band 56   49,509.069   6.49   321,314
                   Band 57   1,707.319   6.46   11,029
                   Band 60   99.175   6.46   641
    13,532,716.447       $ 195,530,926
 
 
 
 
                                                                                                                               214            

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units   Unit Value   Extended Value
                   ING Oppenheimer Main Street Portfolio® - Service 2            
                       Class            
                   Contracts in accumulation period:            
                   Band 6   54,769.934   $ 9.66   $ 529,078
                   Band 7   1,935.483   9.63   18,639
                   Band 10   22,143.196   9.51   210,582
                   Band 12   23,731.826   9.45   224,266
                   Band 14   6,395.026   7.68   49,114
                   Band 15   60,005.065   7.66   459,639
                   Band 17   5,996.226   7.61   45,631
                   Band 20   97,197.766   9.39   912,687
                   Band 46   25,629.228   7.14   182,993
    297,803.750       $ 2,632,629
                   ING PIMCO Core Bond Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 1   2,473.067   $ 16.97   $ 41,968
                   Band 2   149,919.875   16.49   2,472,179
                   Band 3   9,021.974   15.68   141,465
                   Band 4   648,190.833   15.91   10,312,716
                   Band 5   373,708.552   15.80   5,904,595
                   Band 6   16,888,378.900   15.57   262,952,059
                   Band 7   8,505,213.841   15.46   131,490,606
                   Band 8   10,313,406.970   15.24   157,176,322
                   Band 9   1,530,241.887   15.13   23,152,560
                   Band 10   27,390,667.760   15.02   411,407,830
                   Band 11   5,969,432.039   14.91   89,004,232
                   Band 12   1,830,575.253   14.80   27,092,514
                   Band 13   10,172,224.820   14.70   149,531,705
                   Band 14   13,682,366.450   14.49   198,257,490
                   Band 15   8,442,286.881   14.38   121,400,085
                   Band 16   1,210,353.894   14.17   17,150,715
                   Band 17   9,592,660.613   14.07   134,968,735
                   Band 18   248,203.525   13.97   3,467,403
                   Band 19   490,238.351   13.77   6,750,582
                   Band 20   3,680,967.040   14.59   53,705,309
                   Band 21   851,914.445   14.28   12,165,338
                   Band 25   84,050.802   16.73   1,406,170
                   Band 26   1,356,952.018   16.61   22,538,973
                   Band 27   340,332.120   15.91   5,414,684
                   Band 28   99,573.410   15.57   1,550,358
                   Band 29   1,503,501.158   15.45   23,229,093
                   Band 30   576,714.239   14.80   8,535,371
                   Band 31   266,686.731   14.48   3,861,624
                   Band 32   6,017.831   13.88   83,527
                   Band 33   2,011.677   13.49   27,138
                   Band 34   3,457.211   13.20   45,635
                   Band 35   60,562.462   17.10   1,035,618
                   Band 36   16,666.758   16.61   276,835

215

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract              Units   Unit Value   Extended Value
                   ING PIMCO Core Bond Portfolio - Service Class            
(continued)            
                   Band 37   2,755.260   $ 16.26   $ 44,801
                   Band 38   1,348,557.564   12.44   16,776,056
                   Band 39   19,911.287   12.31   245,108
                   Band 40   14,175.985   12.20   172,947
                   Band 41   206,997.985   11.97   2,477,766
                   Band 42   202,341.574   11.84   2,395,724
                   Band 43   704,739.997   11.74   8,273,648
                   Band 44   39,709.779   11.33   449,912
                   Band 45   43,036.996   11.22   482,875
                   Band 46   13,368,895.110   11.11   148,528,425
                   Band 47   1,650,532.105   11.04   18,221,874
                   Band 50   13,833.657   11.46   158,534
                   Band 51   9,830.845   11.37   111,777
                   Band 52   4,910.646   11.56   56,767
                   Band 53   1,368.856   11.49   15,728
                   Band 55   86,636.402   11.53   998,918
                   Band 56   2,401,660.656   10.16   24,400,872
                   Band 57   183,015.239   10.11   1,850,284
                   Band 58   3,113.490   10.08   31,384
                   Band 59   7,572.321   10.05   76,102
                   Band 60   22,139.476   10.12   224,051
    146,634,708.617       $ 2,112,544,987
                   ING PIMCO Core Bond Portfolio - Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   942,777.587   $ 12.46   $ 11,747,009
                   Band 7   59,735.174   12.42   741,911
                   Band 8   2,780.061   12.34   34,306
                   Band 10   888,472.258   12.26   10,892,670
                   Band 11   10,358.076   12.22   126,576
                   Band 12   475,011.950   12.18   5,785,646
                   Band 13   3,742.035   11.22   41,986
                   Band 14   143,827.023   11.23   1,615,177
                   Band 15   316,257.138   11.20   3,542,080
                   Band 17   318,322.148   11.12   3,539,742
                   Band 20   1,368,226.382   12.10   16,555,539
                   Band 46   615,424.592   11.03   6,788,133
    5,144,934.424       $ 61,410,775

216

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING PIMCO High Yield Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 1   53.972   $ 9.76   $ 527
                   Band 2   43,228.862                            9.44   408,080
                   Band 4   235,757.752                            9.33   2,199,620
                   Band 5   231,109.803                            9.31   2,151,632
                   Band 6   4,317,112.848                            9.26   39,976,465
                   Band 7   3,714,546.976                            9.24   34,322,414
                   Band 8   2,182,503.116                            9.20   20,079,029
                   Band 9   619,342.289                            9.18   5,685,562
                   Band 10   3,338,097.929                            9.15   30,543,596
                   Band 11   3,078,712.322                            9.13   28,108,643
                   Band 12   1,037,281.701                            9.11   9,449,636
                   Band 13   2,840,103.272                            9.09   25,816,539
                   Band 14   5,369,702.505                            9.05   48,595,808
                   Band 15   1,056,909.845                            9.03   9,543,896
                   Band 16   177,293.971                            8.98   1,592,100
                   Band 17   2,111,385.333                            8.96   18,918,013
                   Band 18   46,051.589                            8.94   411,701
                   Band 19   308,901.142                            8.90   2,749,220
                   Band 20   1,757,351.002                            9.07   15,939,174
                   Band 21   396,372.233                            9.00   3,567,350
                   Band 24   223.441                            9.67   2,161
                   Band 25   40,655.201                            9.49   385,818
                   Band 26   372,409.209                            9.46   3,522,991
                   Band 27   105,447.633                            9.33   983,826
                   Band 28   62,594.130                            9.26   579,622
                   Band 29   355,072.350                            9.24   3,280,869
                   Band 30   131,539.895                            9.11   1,198,328
                   Band 31   139,310.959                            9.05   1,260,764
                   Band 32   247.867                            8.92   2,211
                   Band 33   2,576.245                            8.84   22,774
                   Band 34   933.108                            8.78   8,193
                   Band 35   113,335.868                            8.96   1,015,489
                   Band 36   10,079.297                            8.89   89,605
                   Band 37   15,573.840                            8.84   137,673
                   Band 38   217,607.894                            8.88   1,932,358
                   Band 39   31,362.577                            8.81   276,304
                   Band 40   22,199.349                            8.76   194,466
                   Band 41   64,516.616                            9.11   587,746
                   Band 42   59,381.914                            9.03   536,219
                   Band 43   150,254.238                            8.96   1,346,278
                   Band 44   20,777.435                            8.81   183,049
                   Band 45   23,063.904                            8.75   201,809
                   Band 46   888,722.301                            8.30   7,376,395
                   Band 47   149,880.902                            8.25   1,236,517
                   Band 51   494.382                            8.15   4,029
                   Band 55   25,209.421                            8.27   208,482
                   Band 56   17,932.541                            7.69   137,901
                   Band 57   226.669                            7.65   1,734
                   Band 60   796.551                            7.66   6,102
    35,884,244.199       $ 326,778,718

217

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract        Units          Unit Value   Extended Value
                   ING Pioneer Fund Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   844.695   $ 8.55   $ 7,222
                   Band 3   782.556                            8.44   6,605
                   Band 4   38,597.652                            8.48   327,308
                   Band 5   52,672.783                            8.46   445,612
                   Band 6   896,824.601                            8.43   7,560,231
                   Band 7   449,248.278                            8.41   3,778,178
                   Band 8   209,564.844                            8.38   1,756,153
                   Band 9   30,666.968                            8.37   256,683
                   Band 10   574,371.448                            8.35   4,796,002
                   Band 11   226,183.029                            8.33   1,884,105
                   Band 12   167,298.180                            8.32   1,391,921
                   Band 13   362,301.208                            8.30   3,007,100
                   Band 14   775,329.397                            8.27   6,411,974
                   Band 15   210,717.713                            8.26   1,740,528
                   Band 16   21,859.550                            8.23   179,904
                   Band 17   356,416.152                            8.21   2,926,177
                   Band 18   10,135.940                            8.20   83,115
                   Band 19   52,473.581                            8.16   428,184
                   Band 20   349,591.749                            8.29   2,898,116
                   Band 21   46,021.470                            8.24   379,217
                   Band 25   3,875.591                            8.59   33,291
                   Band 26   46,212.726                            8.57   396,043
                   Band 27   42,648.323                            8.48   361,658
                   Band 28   9,198.361                            8.43   77,542
                   Band 29   25,983.183                            8.41   218,519
                   Band 30   21,324.847                            8.32   177,423
                   Band 31   19,743.832                            8.27   163,281
                   Band 32   3,000.407                            8.18   24,543
                   Band 35   30,069.883                            8.63   259,503
                   Band 36   4,292.113                            8.57   36,783
                   Band 38   143,994.973                            8.55   1,231,157
                   Band 39   17,116.842                            8.49   145,322
                   Band 40   25,852.310                            8.44   218,193
                   Band 41   9,251.144                            8.32   76,970
                   Band 42   10,196.630                            8.26   84,224
                   Band 43   22,547.058                            8.21   185,111
                   Band 45   761.373                            8.06   6,137
                   Band 46   148,471.544                            8.18   1,214,497
                   Band 47   45,235.323                            8.13   367,763
                   Band 50   537.521                            7.43   3,994
                   Band 55   3,225.574                            7.48   24,127
                   Band 56   24,454.460                            6.83   167,024
    5,489,895.812       $ 45,737,440

218

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING Pioneer Mid Cap Value Portfolio - Service Class            
                   Currently payable annuity contracts:   6,569.350   $ 8.41   $ 55,248
                   Contracts in accumulation period:            
                   Band 1   9,468.026                            7.77   73,567
                   Band 2   789,725.161                            8.41   6,641,589
                   Band 3   16,293.742                            8.30   135,238
                   Band 4   251,223.004                            8.33   2,092,688
                   Band 5   239,154.819                            8.31   1,987,377
                   Band 6   8,408,546.714                            8.28   69,622,767
                   Band 7   5,633,124.654                            8.27   46,585,941
                   Band 8   4,116,452.368                            8.24   33,919,568
                   Band 9   786,881.466                            8.22   6,468,166
                   Band 10   6,906,770.113                            8.20   56,635,515
                   Band 11   4,340,222.156                            8.19   35,546,419
                   Band 12   1,217,637.690                            8.17   9,948,100
                   Band 13   3,832,716.222                            8.16   31,274,964
                   Band 14   7,802,110.889                            8.13   63,431,162
                   Band 15   2,370,996.306                            8.11   19,228,780
                   Band 16   217,087.156                            8.08   1,754,064
                   Band 17   3,996,449.139                            8.07   32,251,345
                   Band 18   80,413.004                            8.05   647,325
                   Band 19   346,626.471                            8.02   2,779,944
                   Band 20   3,920,525.568                            8.14   31,913,078
                   Band 21   471,118.796                            8.10   3,816,062
                   Band 25   46,932.129                            8.44   396,107
                   Band 26   181,447.328                            8.42   1,527,787
                   Band 27   31,673.814                            8.33   263,843
                   Band 28   5,298.850                            8.28   43,874
                   Band 29   164,898.751                            8.27   1,363,713
                   Band 30   29,380.573                            8.17   240,039
                   Band 31   101,456.296                            8.13   824,840
                   Band 35   85,884.026                            8.48   728,297
                   Band 36   23,770.464                            8.42   200,147
                   Band 37   12,720.001                            8.37   106,466
                   Band 38   574,693.501                            8.41   4,833,172
                   Band 39   222,771.290                            8.34   1,857,913
                   Band 40   49,772.651                            8.30   413,113
                   Band 41   31,042.614                            8.18   253,929
                   Band 42   58,987.127                            8.11   478,386
                   Band 43   127,675.084                            8.07   1,030,338
                   Band 44   26,829.328                            7.96   213,561
                   Band 45   5,301.391                            7.92   41,987
                   Band 46   2,485,007.652                            8.04   19,979,462
                   Band 47   262,349.621                            7.99   2,096,173
                   Band 50   9,892.098                            7.68   75,971
                   Band 51   5,453.235                            7.62   41,554
                   Band 52   327.121                            7.75   2,535
                   Band 54   1,141.080                            7.64   8,718
                   Band 55   1,221.340                            7.73   9,441
                   Band 56   61,760.003                            6.95   429,232
                   Band 57   1,296.582                            6.91   8,959
                   Band 59   5,991.814                            6.88   41,224
    60,375,088.578       $ 494,319,688

219

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract   Units   Unit Value   Extended Value
                   ING T. Rowe Price Capital Appreciation Portfolio -            
Service Class            
                   Currently payable annuity contracts:   7,329.479   $ 37.95   $ 278,154
                   Contracts in accumulation period:            
                   Band 1   16,461.849   39.50   650,243
                   Band 2   333,959.885   37.95   12,673,778
                   Band 3   11,328.402   35.36   400,572
                   Band 4   245,136.168   36.14   8,859,221
                   Band 5   202,422.629   35.73   7,232,561
                   Band 6   8,278,461.718   35.06   290,242,868
                   Band 7   4,433,308.952   34.67   153,702,821
                   Band 8   4,590,192.610   34.02   156,158,353
                   Band 9   600,421.712   33.63   20,192,182
                   Band 10   9,041,618.912   33.29   300,995,494
                   Band 11   3,579,728.070   32.96   117,987,837
                   Band 12   1,168,271.668   32.62   38,109,022
                   Band 13   4,902,623.437   32.30   158,354,737
                   Band 14   5,666,248.940   31.65   179,336,779
                   Band 15   3,106,564.378   31.33   97,328,662
                   Band 16   454,095.324   30.70   13,940,726
                   Band 17   3,963,913.734   30.39   120,463,338
                   Band 18   124,365.637   30.08   3,740,918
                   Band 19   383,153.029   29.47   11,291,520
                   Band 20   2,269,322.306   31.97   72,550,234
                   Band 21   355,783.681   31.01   11,032,852
                   Band 25   64,132.535   38.73   2,483,853
                   Band 26   769,031.229   9.30   7,151,990
                   Band 27   274,173.771   9.20   2,522,399
                   Band 28   69,537.920   9.15   636,272
                   Band 29   1,033,418.698   9.13   9,435,113
                   Band 30   234,640.239   9.03   2,118,801
                   Band 31   153,662.900   8.98   1,379,893
                   Band 32   1,819.764   8.88   16,160
                   Band 33   548.192   8.81   4,830
                   Band 34   3,614.860   8.76   31,666
                   Band 35   190,714.348   7.30   1,392,215
                   Band 36   34,009.551   7.29   247,930
                   Band 37   1,664.569   7.28   12,118
                   Band 38   1,531,767.964   8.31   12,728,992
                   Band 39   187,769.130   7.28   1,366,959
                   Band 40   66,211.387   7.27   481,357
                   Band 41   211,306.763   9.03   1,908,100
                   Band 42   74,198.022   8.96   664,814
                   Band 43   459,334.319   8.91   4,092,669
                   Band 44   11,292.515   8.79   99,261
                   Band 45   96,955.566   8.74   847,392
                   Band 46   12,124,597.630   8.68   105,241,507
                   Band 47   2,081,470.572   8.62   17,942,276
                   Band 49   382,200.631   7.26   2,774,777

220

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING T. Rowe Price Capital Appreciation Portfolio -            
                       Service Class (continued)            
                   Band 50   13,795.301   $ 8.16   $ 112,570
                   Band 51   45,090.781   8.10   365,235
                   Band 52   49,763.640   8.24   410,052
                   Band 53   4,668.737   8.19   38,237
                   Band 54   4,314.798   8.12   35,036
                   Band 55   19,138.056   8.22   157,315
                   Band 56   1,155,828.484   7.41   8,564,689
                   Band 57   104,547.814   7.37   770,517
                   Band 58   6,620.902   7.35   48,664
                   Band 59   18,502.053   7.33   135,620
                   Band 60   88,085.825   7.37   649,193
                   Band 62   4,055.891   7.33   29,730
    75,307,197.877       $ 1,962,421,074
                   ING T. Rowe Price Capital Appreciation Portfolio -            
                       Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   1,098,377.519   $ 12.44   $ 13,663,816
                   Band 7   1,190.142   12.40   14,758
                   Band 10   819,836.262   12.24   10,034,796
                   Band 11   16,400.502   12.20   200,086
                   Band 12   546,351.475   12.16   6,643,634
                   Band 13   5,343.829   8.77   46,865
                   Band 14   202,170.559   9.69   1,959,033
                   Band 15   763,647.019   9.66   7,376,830
                   Band 17   296,319.485   9.59   2,841,704
                   Band 20   1,543,755.735   12.08   18,648,569
                   Band 46   940,792.885   8.62   8,109,635
    6,234,185.412       $ 69,539,726
                   ING T. Rowe Price Equity Income Portfolio - Service            
                       Class            
                   Currently payable annuity contracts:   6,413.280   $23.99 to $24.98   $ 154,071
                   Contracts in accumulation period:            
                   Band 1   55,100.871   24.98   1,376,420
                   Band 2   729,808.587   23.99   17,508,108
                   Band 3   17,095.539   22.36   382,256
                   Band 4   163,315.139   22.85   3,731,751
                   Band 5   124,572.509   22.59   2,814,093
                   Band 6   3,367,200.333   22.17   74,650,831
                   Band 7   2,795,600.428   21.92   61,279,561
                   Band 8   1,752,664.803   21.51   37,699,820
                   Band 9   304,958.413   21.26   6,483,416
                   Band 10   2,853,747.602   21.05   60,071,387
                   Band 11   2,092,367.866   20.84   43,604,946
                   Band 12   691,572.311   20.63   14,267,137
                   Band 13   1,928,955.767   20.42   39,389,277
                   Band 14   3,501,443.772   20.01   70,063,890
                   Band 15   849,405.954   19.81   16,826,732

221

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units   Unit Value   Extended Value
                   ING T. Rowe Price Equity Income Portfolio - Service            
                       Class (continued)            
                   Band 16   121,126.089   $ 19.41   $ 2,351,057
                   Band 17   1,638,713.783   19.21   31,479,692
                   Band 18   58,827.776   19.02   1,118,904
                   Band 19   194,090.892   18.63   3,615,913
                   Band 20   1,310,977.258   20.21   26,494,850
                   Band 21   264,548.755   19.61   5,187,801
                   Band 24   42.495   26.53   1,127
                   Band 25   40,019.261   24.48   979,672
                   Band 26   289,597.656   8.86   2,565,835
                   Band 27   60,534.753   8.73   528,468
                   Band 28   34,422.585   8.67   298,444
                   Band 29   271,992.083   8.65   2,352,732
                   Band 30   125,025.661   8.53   1,066,469
                   Band 31   50,204.715   8.47   425,234
                   Band 33   308.861   8.27   2,554
                   Band 35   25,751.751   8.26   212,709
                   Band 36   16,029.920   8.20   131,445
                   Band 37   55,955.962   8.15   456,041
                   Band 38   426,557.956   8.18   3,489,244
                   Band 39   66,174.015   8.12   537,333
                   Band 40   61,796.929   8.08   499,319
                   Band 41   45,019.421   8.53   384,016
                   Band 42   65,462.456   8.45   553,158
                   Band 43   119,346.437   8.39   1,001,317
                   Band 44   12,523.481   8.25   103,319
                   Band 45   9,589.300   8.12   77,865
                   Band 46   1,818,539.739   7.65   13,911,829
                   Band 47   261,369.428   7.60   1,986,408
                   Band 50   2,116.381   7.33   15,513
                   Band 51   6,570.219   7.27   47,765
                   Band 52   2,813.521   7.39   20,792
                   Band 55   1,056.141   7.37   7,784
                   Band 56   280,187.491   6.68   1,871,652
                   Band 57   136.260   6.65   906
                   Band 60   452.576   6.65   3,010
    28,972,105.181       $ 554,083,873
                   ING T. Rowe Price Equity Income Portfolio - Service 2            
                       Class            
                   Contracts in accumulation period:            
                   Band 6   425,365.762   $ 10.56   $ 4,491,862
                   Band 8   589.858   10.46   6,170
                   Band 10   288,172.484   10.40   2,996,994
                   Band 11   31,753.760   10.36   328,969
                   Band 12   166,365.985   10.33   1,718,561
                   Band 14   50,261.937   8.42   423,206
                   Band 15   183,918.881   8.40   1,544,919
                   Band 17   90,065.385   8.34   751,145
                   Band 20   605,179.840   10.26   6,209,145
                   Band 46   222,819.496   7.60   1,693,428
    2,064,493.388       $ 20,164,399

222

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING Templeton Global Growth Portfolio - Service            
                       Class            
                   Currently payable annuity contracts:   1,418.693   $ 16.96   $ 24,061
                   Contracts in accumulation period:            
                   Band 1   3,422.006   17.52   59,954
                   Band 2   377,733.240   16.96   6,406,356
                   Band 3   8,636.007   16.02   138,349
                   Band 4   147,158.123   16.27   2,394,263
                   Band 5   83,731.489   16.12   1,349,752
                   Band 6   1,712,449.652   15.88   27,193,700
                   Band 7   1,551,008.850   15.73   24,397,369
                   Band 8   1,563,733.426   15.49   24,222,231
                   Band 9   369,472.102   15.34   5,667,702
                   Band 10   1,823,433.072   15.22   27,752,651
                   Band 11   875,862.445   15.09   13,216,764
                   Band 12   401,369.949   14.97   6,008,508
                   Band 13   1,253,472.669   14.85   18,614,069
                   Band 14   1,778,368.945   14.60   25,964,187
                   Band 15   472,477.403   14.48   6,841,473
                   Band 16   77,144.084   14.25   1,099,303
                   Band 17   994,246.359   14.13   14,048,701
                   Band 18   24,519.005   14.01   343,511
                   Band 19   83,741.006   13.78   1,153,951
                   Band 20   632,626.369   14.72   9,312,260
                   Band 21   160,917.289   14.36   2,310,772
                   Band 25   77,020.157   17.21   1,325,517
                   Band 26   110,701.857   8.44   934,324
                   Band 27   12,842.242   8.35   107,233
                   Band 28   15,414.992   8.30   127,944
                   Band 29   78,314.678   8.28   648,446
                   Band 30   14,595.216   8.19   119,535
                   Band 31   13,985.490   8.15   113,982
                   Band 32   191.546   8.06   1,544
                   Band 33   971.281   8.00   7,770
                   Band 34   70.994   7.95   564
                   Band 38   135,799.109   7.07   960,100
                   Band 41   33,346.165   8.19   273,105
                   Band 42   7,272.514   8.13   59,126
                   Band 43   19,249.335   8.09   155,727
                   Band 44   1,087.447   7.98   8,678
                   Band 45   15,965.445   7.93   126,606
                   Band 46   948,729.787   7.76   7,362,143
                   Band 47   144,651.875   7.71   1,115,266
                   Band 50   8,274.960   6.96   57,594
                   Band 51   1,051.200   6.90   7,253
                   Band 52   1,291.883   7.02   9,069
                   Band 56   384,128.506   6.20   2,381,597
                   Band 57   674.761   6.16   4,157
                   Band 59   3,346.253   6.13   20,513
                   Band 60   7,185.963   6.17   44,337
    16,433,105.839       $ 234,492,017

223

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract        Units   Unit Value   Extended Value
                   ING Templeton Global Growth Portfolio - Service 2            
                       Class            
                   Contracts in accumulation period:            
                   Band 6   55,483.426   $ 11.69   $ 648,601
                   Band 7   623.523   11.65   7,264
                   Band 10   46,059.167   11.50   529,680
                   Band 12   32,061.850   11.43   366,467
                   Band 13   5,126.564   7.85   40,244
                   Band 14   8,201.791   8.18   67,091
                   Band 15   28,724.398   8.16   234,391
                   Band 17   12,785.375   8.10   103,562
                   Band 20   121,941.919   11.35   1,384,041
                   Band 46   46,286.920   7.72   357,335
    357,294.933       $ 3,738,676
                   ING Van Kampen Capital Growth Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 2   11,811.388   $ 7.21   $ 85,160
                   Band 3   3,308.635   7.04   23,293
                   Band 4   45,504.519   7.09   322,627
                   Band 5   67,636.386   7.07   478,189
                   Band 6   2,227,821.920   7.02   15,639,310
                   Band 7   2,066,751.663   7.00   14,467,262
                   Band 8   401,792.383   6.95   2,792,457
                   Band 9   179,335.815   6.93   1,242,797
                   Band 10   1,525,359.888   6.90   10,524,983
                   Band 11   771,766.493   6.88   5,309,753
                   Band 12   584,039.246   6.86   4,006,509
                   Band 13   1,114,574.401   6.83   7,612,543
                   Band 14   2,240,049.214   6.79   15,209,934
                   Band 15   474,811.494   6.76   3,209,726
                   Band 16   49,412.265   6.72   332,050
                   Band 17   1,044,646.060   6.70   6,999,129
                   Band 18   24,653.546   6.67   164,439
                   Band 19   126,921.083   6.63   841,487
                   Band 20   1,834,220.720   6.81   12,491,043
                   Band 21   201,015.564   6.74   1,354,845
                   Band 25   13,093.332   7.26   95,058
                   Band 26   152,235.650   7.88   1,199,617
                   Band 27   84,726.286   7.80   660,865
                   Band 28   14,700.215   7.75   113,927
                   Band 29   109,010.685   7.74   843,743
                   Band 30   62,164.201   7.65   475,556
                   Band 31   87,197.394   7.61   663,572
                   Band 33   191.965   7.47   1,434
                   Band 34   4,750.106   7.43   35,293
                   Band 35   73,980.623   5.52   408,373
                   Band 36   3,769.118   5.51   20,768
                   Band 37   1,503.375   5.50   8,269

224

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units   Unit Value   Extended Value
                   ING Van Kampen Capital Growth Portfolio - Service            
                       Class (continued)            
                   Band 38   40,985.247   $ 6.61   $ 270,912
                   Band 39   12,960.891   5.50   71,285
                   Band 40   23,669.794   5.49   129,947
                   Band 41   15,763.086   7.65   120,588
                   Band 42   21,340.449   7.60   162,187
                   Band 43   24,958.750   7.55   188,439
                   Band 45   802.383   7.41   5,946
                   Band 46   273,222.883   6.83   1,866,112
                   Band 47   34,865.697   6.79   236,738
                   Band 54   3,833.868   6.50   24,920
                   Band 55   2,818.664   6.58   18,547
                   Band 56   9,782.368   5.36   52,433
                   Band 57   12,999.940   5.33   69,290
                   Band 60   2,453.546   5.33   13,077
    16,083,213.199       $ 110,864,432
                   ING Van Kampen Capital Growth Portfolio - Service 2            
                       Class            
                   Contracts in accumulation period:            
                   Band 12   1,379.387   $ 8.39   $ 11,573
                   Band 20   36.072   8.34   301
    1,415.459       $ 11,874
                   ING Van Kampen Global Franchise Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 1   89.331   $ 12.74   $ 1,138
                   Band 2   7,167.606   12.57   90,097
                   Band 3   609.530   12.28   7,485
                   Band 4   50,398.210   12.36   622,922
                   Band 5   35,502.588   12.32   437,392
                   Band 6   2,715,368.821   12.24   33,236,114
                   Band 7   1,204,901.920   12.20   14,699,803
                   Band 8   1,078,572.138   12.11   13,061,509
                   Band 9   126,637.176   12.07   1,528,511
                   Band 10   3,388,662.624   12.03   40,765,611
                   Band 11   588,338.268   11.99   7,054,176
                   Band 12   225,513.336   11.95   2,694,884
                   Band 13   1,134,915.656   11.91   13,516,845
                   Band 14   2,022,868.892   11.83   23,930,539
                   Band 15   932,106.908   11.79   10,989,540
                   Band 16   114,514.790   11.71   1,340,968
                   Band 17   1,599,531.236   11.67   18,666,530
                   Band 18   12,990.881   11.63   151,084
                   Band 19   129,634.223   11.55   1,497,275
                   Band 20   638,483.157   11.87   7,578,795
                   Band 21   100,793.779   11.75   1,184,327
                   Band 25   10,425.352   12.66   131,985
                   Band 26   96,721.287   9.87   954,639

225

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units   Unit Value   Extended Value
                   ING Van Kampen Global Franchise Portfolio - Service            
                       Class (continued)            
                   Band 27   26,049.692   $ 9.76   $ 254,245
                   Band 28   4,898.268   9.71   47,562
                   Band 29   155,142.542   9.69   1,503,331
                   Band 30   31,245.849   9.58   299,335
                   Band 31   26,934.543   9.52   256,417
                   Band 34   3,266.205   9.30   30,376
                   Band 38   56,750.738   8.82   500,542
                   Band 41   19,518.028   9.58   186,983
                   Band 42   435.502   9.51   4,142
                   Band 43   42,957.830   9.46   406,381
                   Band 44   473.399   9.33   4,417
                   Band 45   14,905.578   9.28   138,324
                   Band 46   1,522,406.475   9.89   15,056,600
                   Band 47   175,049.908   9.83   1,720,741
                   Band 50   1,984.712   8.65   17,168
                   Band 51   40,646.445   8.59   349,153
                   Band 52   430.709   8.73   3,760
                   Band 53   804.277   8.67   6,973
                   Band 55   4,801.054   8.71   41,817
                   Band 56   88,607.163   7.19   637,086
                   Band 57   5,117.860   7.15   36,593
                   Band 59   6,197.738   7.11   44,066
                   Band 60   181.508   7.16   1,300
    18,443,553.732       $ 215,689,481
                   ING Van Kampen Global Franchise Portfolio - Service            
                       2 Class            
                   Contracts in accumulation period:            
                   Band 6   767,388.505   $ 13.05   $ 10,014,420
                   Band 7   6,588.247   13.01   85,713
                   Band 8   463.087   12.92   5,983
                   Band 10   659,049.874   12.84   8,462,200
                   Band 11   14,885.559   12.80   190,535
                   Band 12   263,310.893   12.76   3,359,847
                   Band 13   10,782.729   10.00   107,827
                   Band 14   125,799.248   10.63   1,337,246
                   Band 15   703,532.934   10.61   7,464,484
                   Band 17   264,486.593   10.53   2,785,044
                   Band 20   1,109,217.986   12.68   14,064,884
                   Band 46   550,687.825   9.83   5,413,261
    4,476,193.480       $ 53,291,444

226

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract        Units   Unit Value   Extended Value
                   ING Van Kampen Global Tactical Asset Allocation            
                       Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 6   60,783.181   $ 8.57   $ 520,912
                   Band 7   903.372   8.57   7,742
                   Band 8   58,890.951   8.57   504,695
                   Band 10   83,471.826   8.56   714,519
                   Band 11   6,878.417   8.56   58,879
                   Band 13   27,689.088   8.56   237,019
                   Band 14   3,826.467   8.56   32,755
                   Band 15   26,113.495   8.56   223,532
                   Band 16   238.927   8.55   2,043
                   Band 17   8,202.544   8.55   70,132
                   Band 19   235.064   8.55   2,010
                   Band 20   1,823.243   8.56   15,607
                   Band 46   25,787.917   8.55   220,487
                   Band 47   3,751.459   8.54   32,037
                   Band 56   9,686.421   8.58   83,109
    318,282.372       $ 2,725,478
                   ING Van Kampen Growth and Income Portfolio -            
                       Service Class            
                   Currently payable annuity contracts:   1,384.882   $ 23.00   $ 31,852
                   Contracts in accumulation period:            
                   Band 1   3,717.851   23.72   88,187
                   Band 2   366,583.421   23.00   8,431,419
                   Band 3   10,369.486   21.79   225,951
                   Band 4   167,823.139   22.16   3,718,961
                   Band 5   100,211.784   21.96   2,200,651
                   Band 6   2,778,826.860   21.66   60,189,390
                   Band 7   1,628,582.771   21.46   34,949,386
                   Band 8   3,137,303.728   21.16   66,385,347
                   Band 9   286,443.361   20.97   6,006,717
                   Band 10   1,880,515.614   20.81   39,133,530
                   Band 11   3,235,909.626   20.65   66,821,534
                   Band 12   443,563.329   20.49   9,088,613
                   Band 13   1,558,546.655   20.33   31,685,253
                   Band 14   1,892,826.686   20.02   37,894,390
                   Band 15   500,727.970   19.86   9,944,457
                   Band 16   66,848.464   19.56   1,307,556
                   Band 17   795,559.274   19.40   15,433,850
                   Band 18   31,032.872   19.25   597,383
                   Band 19   74,195.675   18.96   1,406,750
                   Band 20   550,027.955   20.17   11,094,064
                   Band 21   146,256.047   19.71   2,882,707
                   Band 24   48.625   24.84   1,208
                   Band 25   29,396.715   23.36   686,707
                   Band 26   180,061.832   8.74   1,573,740
                   Band 27   89,089.927   8.64   769,737
                   Band 28   9,959.533   8.59   85,552

227

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units   Unit Value   Extended Value
                   ING Van Kampen Growth and Income Portfolio -            
                       Service Class (continued)            
                   Band 29   226,283.266   $ 8.57   $ 1,939,248
                   Band 30   64,900.265   8.48   550,354
                   Band 31   36,969.590   8.43   311,654
                   Band 33   325.337   8.28   2,694
                   Band 38   33,018.640   7.77   256,555
                   Band 41   14,891.770   8.48   126,282
                   Band 42   8,210.749   8.42   69,135
                   Band 43   36,936.728   8.37   309,160
                   Band 45   3,432.524   8.21   28,181
                   Band 46   1,324,476.738   8.29   10,979,912
                   Band 47   153,809.595   8.23   1,265,853
                   Band 50   555.527   7.64   4,244
                   Band 51   6,240.373   7.58   47,302
                   Band 56   78,836.106   6.88   542,392
                   Band 60   480.594   6.85   3,292
    21,955,181.884       $ 429,071,150
                   ING Van Kampen Growth and Income Portfolio -            
                       Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   594,673.136   $ 11.55   $ 6,868,475
                   Band 7   16,848.254   11.51   193,923
                   Band 8   1,543.779   11.44   17,661
                   Band 10   432,198.060   11.36   4,909,770
                   Band 11   14,172.996   11.33   160,580
                   Band 12   312,588.970   11.29   3,529,129
                   Band 13   13,898.626   8.37   116,331
                   Band 14   86,313.290   9.02   778,546
                   Band 15   339,723.809   8.99   3,054,117
                   Band 17   277,972.222   8.93   2,482,292
                   Band 20   1,661,840.670   11.22   18,645,852
                   Band 46   475,522.905   8.23   3,913,554
    4,227,296.717       $ 44,670,230
                   ING Van Kampen Real Estate Portfolio - Service Class            
                   Currently payable annuity contracts:   400.918   $ 43.04   $ 17,256
                   Contracts in accumulation period:            
                   Band 1   3,818.849   44.81   171,123
                   Band 2   69,126.109   43.04   2,975,188
                   Band 3   734.242   40.11   29,450
                   Band 4   49,340.062   40.99   2,022,449
                   Band 5   35,079.210   40.53   1,421,760
                   Band 6   952,216.462   39.77   37,869,649
                   Band 7   691,764.927   39.32   27,200,197
                   Band 8   581,354.005   38.59   22,434,451
                   Band 9   90,172.658   38.14   3,439,185
                   Band 10   710,187.481   37.76   26,816,679
                   Band 11   390,878.664   37.38   14,611,044

228

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract        Units   Unit Value   Extended Value
                   ING Van Kampen Real Estate Portfolio - Service Class            
                       (continued)            
                   Band 12   162,445.658   $ 37.00   $ 6,010,489
                   Band 13   584,295.221   36.63   21,402,734
                   Band 14   839,079.585   35.89   30,114,566
                   Band 15   412,439.168   35.53   14,653,964
                   Band 16   45,841.256   34.82   1,596,193
                   Band 17   665,552.258   34.47   22,941,586
                   Band 18   18,568.445   34.12   633,555
                   Band 19   53,921.297   33.43   1,802,589
                   Band 20   351,230.826   36.26   12,735,630
                   Band 21   46,691.173   35.17   1,642,129
                   Band 24   73.325   47.60   3,490
                   Band 25   11,536.754   43.93   506,810
                   Band 26   113,524.950   10.91   1,238,557
                   Band 27   36,224.360   10.76   389,774
                   Band 28   7,429.104   10.68   79,343
                   Band 29   95,436.793   10.66   1,017,356
                   Band 30   40,769.905   10.51   428,492
                   Band 31   20,724.432   10.43   216,156
                   Band 32   713.293   10.29   7,340
                   Band 33   1,590.560   10.19   16,208
                   Band 34   628.792   10.12   6,363
                   Band 38   57,378.391   6.09   349,434
                   Band 41   35,788.852   10.51   376,141
                   Band 42   20,110.664   10.41   209,352
                   Band 43   66,770.544   10.34   690,407
                   Band 44   5,109.709   10.16   51,915
                   Band 45   15,518.215   9.95   154,406
                   Band 46   1,487,036.387   7.59   11,286,606
                   Band 47   155,674.528   7.54   1,173,786
                   Band 50   2,714.316   6.02   16,340
                   Band 51   396.013   5.97   2,364
                   Band 53   771.489   6.03   4,652
                   Band 55   8,892.485   6.06   53,888
                   Band 56   12,573.668   6.74   84,747
                   Band 60   1,182.770   6.71   7,936
    8,953,708.773       $ 270,913,729
                   ING Van Kampen Real Estate Portfolio - Service 2            
                       Class            
                   Contracts in accumulation period:            
                   Band 6   260,944.345   $ 13.51   $ 3,525,358
                   Band 7   2,281.943   13.46   30,715
                   Band 8   99.602   13.38   1,333
                   Band 10   187,396.704   13.29   2,490,502
                   Band 11   3,472.104   13.25   46,005
                   Band 12   62,238.323   13.21   822,168
                   Band 13   3,496.072   7.67   26,815
                   Band 14   52,731.650   9.44   497,787
                   Band 15   197,333.822   9.42   1,858,885
                   Band 17   73,704.205   9.35   689,134
                   Band 20   330,057.980   13.12   4,330,361
                   Band 46   204,226.194   7.54   1,539,866
    1,377,982.944       $ 15,858,929

229

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract   Units          Unit Value   Extended Value
                   ING VP Index Plus International Equity Portfolio -            
Service Class            
                   Contracts in accumulation period:            
                   Band 2   524.820   $ 7.61   $ 3,994
                   Band 4   37,266.662                            7.55   281,363
                   Band 5   2,769.936                            7.54   20,885
                   Band 6   218,566.390                            7.52   1,643,619
                   Band 7   98,966.758                            7.51   743,240
                   Band 8   137,502.898                            7.48   1,028,522
                   Band 9   62,044.802                            7.47   463,475
                   Band 10   187,024.902                            7.46   1,395,206
                   Band 11   26,374.443                            7.45   196,490
                   Band 12   4,775.582                            7.44   35,530
                   Band 13   113,433.350                            7.42   841,675
                   Band 14   169,026.736                            7.40   1,250,798
                   Band 15   105,936.064                            7.39   782,868
                   Band 16   4,454.898                            7.37   32,833
                   Band 17   141,577.328                            7.35   1,040,593
                   Band 19   6,663.425                            7.32   48,776
                   Band 20   21,726.410                            7.41   160,993
                   Band 21   17,596.809                            7.38   129,864
                   Band 25   281.202                            7.64   2,148
                   Band 26   63,457.278                            7.62   483,544
                   Band 27   26,543.566                            7.55   200,404
                   Band 28   9,921.000                            7.52   74,606
                   Band 29   41,401.594                            7.51   310,926
                   Band 30   20,271.606                            7.43   150,618
                   Band 31   30,512.746                            7.40   225,794
                   Band 34   1,487.559                            7.25   10,785
                   Band 35   107,326.338                            6.56   704,061
                   Band 36   6,245.845                            6.52   40,723
                   Band 37   7,472.125                            6.50   48,569
                   Band 38   287,615.201                            6.51   1,872,375
                   Band 39   119,032.321                            6.48   771,329
                   Band 40   24,172.766                            6.45   155,914
                   Band 41   3,814.542                            7.44   28,380
                   Band 42   3,179.415                            7.39   23,496
                   Band 43   8,023.188                            7.36   59,051
                   Band 44   179.774                            7.27   1,307
                   Band 45   908.681                            7.24   6,579
                   Band 46   87,228.049                            7.33   639,382
                   Band 47   11,249.773                            7.30   82,123
                   Band 49   212,380.359                            5.93   1,259,416
    2,428,937.141       $ 17,252,254
 
 
 
 
                                                                                                                               230            

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract   Units          Unit Value   Extended Value
                   ING VP Index Plus International Equity Portfolio -            
                       Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   7,112.807   $ 7.40   $ 52,635
                   Band 10   6,970.910                            7.35   51,236
                   Band 12   27.852                            7.32   204
                   Band 14   147.377                            7.29   1,074
                   Band 15   7,005.054                            7.28   50,997
                   Band 17   2,694.463                            7.24   19,508
                   Band 20   7,320.752                            7.30   53,441
                   Band 46   7,586.611                            7.22   54,775
    38,865.826       $ 283,870
                   ING Wells Fargo Small Cap Disciplined Portfolio -            
                       Service Class            
                   Contracts in accumulation period:            
                   Band 2   1,090.804   $ 7.31   $ 7,974
                   Band 4   4,033.233                            7.25   29,241
                   Band 5   3,162.811                            7.24   22,899
                   Band 6   91,205.810                            7.21   657,594
                   Band 7   39,562.217                            7.20   284,848
                   Band 8   83,989.174                            7.18   603,042
                   Band 9   12,786.498                            7.17   91,679
                   Band 10   205,657.198                            7.16   1,472,506
                   Band 11   8,767.171                            7.15   62,685
                   Band 12   6,658.821                            7.14   47,544
                   Band 13   111,071.244                            7.12   790,827
                   Band 14   96,982.308                            7.10   688,574
                   Band 15   57,123.924                            7.09   405,009
                   Band 16   15,812.975                            7.07   111,798
                   Band 17   80,134.520                            7.06   565,750
                   Band 18   76.692                            7.05   541
                   Band 19   1,414.366                            7.02   9,929
                   Band 20   15,964.395                            7.11   113,507
                   Band 21   6,176.168                            7.08   43,727
                   Band 25   3,006.906                            7.33   22,041
                   Band 26   3,646.418                            7.32   26,692
                   Band 27   2,165.837                            7.25   15,702
                   Band 28   677.481                            7.21   4,885
                   Band 29   4,429.215                            7.20   31,890
                   Band 30   3,615.597                            7.13   25,779
                   Band 31   9,193.487                            7.10   65,274
                   Band 38   578.012                            6.95   4,017
                   Band 41   755.251                            7.14   5,392
                   Band 42   2,019.791                            7.09   14,320
                   Band 43   686.867                            7.06   4,849
                   Band 46   41,920.976                            7.03   294,704
                   Band 47   9,969.523                            7.00   69,787
    924,335.690       $ 6,595,006

231

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract        Units   Unit Value   Extended Value
                   ING Wells Fargo Small Cap Disciplined Portfolio -            
                       Service 2 Class            
                   Contracts in accumulation period:            
                   Band 6   2,045.045   $ 7.19   $ 14,704
                   Band 8   796.681   7.15   5,696
                   Band 10   6,532.247   7.13   46,575
                   Band 14   3,500.941   7.07   24,752
                   Band 15   4,743.292   7.06   33,488
                   Band 17   290.925   7.03   2,045
                   Band 20   29,045.626   7.09   205,933
                   Band 46   5,123.230   7.01   35,914
    52,077.987       $ 369,107
                   ING Diversified International Fund - Class R            
                   Contracts in accumulation period:            
                   Band 35   2,318.628   $ 6.35   $ 14,723
                   Band 36   3,697.829   6.32   23,370
                   Band 38   15,791.506   6.31   99,644
                   Band 39   3,765.234   6.29   23,683
                   Band 40   3,256.630   6.27   20,419
    28,829.827       $ 181,839
                   ING American Century Large Company Value            
                       Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 35   12,825.439   $ 7.84   $ 100,551
                   Band 37   344.397   7.65   2,635
                   Band 38   19,830.871   9.07   179,866
                   Band 39   7,944.070   8.97   71,258
                   Band 40   3,411.407   8.90   30,362
    44,356.184       $ 384,672
                   ING American Century Small-Mid Cap Value            
                       Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 35   3,222.841   $ 11.32   $ 36,483
                   Band 36   2,689.647   11.17   30,043
                   Band 38   23,646.851   12.12   286,600
                   Band 39   3,133.912   11.98   37,544
                   Band 40   1,124.975   11.89   13,376
    33,818.226       $ 404,046
                   ING Baron Small Cap Growth Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   6,827.014   $ 7.69   $ 52,500
                   Band 4   98,512.795   7.62   750,667
                   Band 5   20,245.727   7.61   154,070
                   Band 6   3,468,055.277   7.58   26,287,859
                   Band 7   797,642.717   7.56   6,030,179
                   Band 8   2,106,591.869   7.54   15,883,703
                   Band 9   232,657.492   7.52   1,749,584
                   Band 10   4,777,819.854   7.51   35,881,427

232

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units   Unit Value   Extended Value
                   ING Baron Small Cap Growth Portfolio - Service Class            
(continued)            
                   Band 11   542,365.780   $ 7.49   $ 4,062,320
                   Band 12   164,305.262   7.48   1,229,003
                   Band 13   1,662,195.849   7.47   12,416,603
                   Band 14   1,594,618.630   7.44   11,863,963
                   Band 15   1,705,281.111   7.42   12,653,186
                   Band 16   170,277.442   7.40   1,260,053
                   Band 17   1,688,800.233   7.38   12,463,346
                   Band 18   6,339.579   7.37   46,723
                   Band 19   41,401.272   7.34   303,885
                   Band 20   518,943.843   7.45   3,866,132
                   Band 21   100,397.710   7.41   743,947
                   Band 26   193,360.228   7.71   1,490,807
                   Band 27   36,367.974   7.62   277,124
                   Band 28   7,812.765   7.58   59,221
                   Band 29   160,694.075   7.56   1,214,847
                   Band 30   24,336.869   7.48   182,040
                   Band 31   54,352.094   7.44   404,380
                   Band 34   3,567.313   7.26   25,899
                   Band 35   79,256.007   10.97   869,438
                   Band 36   15,162.771   10.83   164,213
                   Band 37   5,405.893   10.72   57,951
                   Band 38   501,750.618   10.79   5,413,889
                   Band 39   170,621.239   10.67   1,820,529
                   Band 40   41,142.438   10.58   435,287
                   Band 41   14,186.900   7.48   106,118
                   Band 42   31,919.135   7.43   237,159
                   Band 43   92,114.186   7.38   679,803
                   Band 44   1,330.806   7.28   9,688
                   Band 45   27,890.841   7.24   201,930
                   Band 46   1,683,610.405   7.35   12,374,536
                   Band 47   274,753.538   7.31   2,008,448
                   Band 50   15,512.610   6.61   102,538
                   Band 52   15.183   6.67   101
                   Band 53   827.549   6.63   5,487
                   Band 54   1,352.153   6.58   8,897
                   Band 55   8,827.460   6.65   58,703
                   Band 56   209,093.399   6.24   1,304,743
                   Band 57   7,360.823   6.20   45,637
                   Band 58   1,089.543   6.19   6,744
                   Band 59   3,213.655   6.17   19,828
                   Band 60   484.643   6.21   3,010
    23,370,692.569       $ 177,288,145
 
 
 
 
                                                                                                                               233            

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING Columbia Small Cap Value II Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 2   9,581.905   $ 6.71   $ 64,295
                   Band 4   77,931.895                            6.66   519,026
                   Band 5   23,737.562                            6.65   157,855
                   Band 6   3,270,508.075                            6.63   21,683,469
                   Band 7   687,982.359                            6.63   4,561,323
                   Band 8   1,531,120.257                            6.61   10,120,705
                   Band 9   138,196.811                            6.60   912,099
                   Band 10   4,530,155.212                            6.59   29,853,723
                   Band 11   511,113.386                            6.58   3,363,126
                   Band 12   147,870.775                            6.57   971,511
                   Band 13   1,404,795.380                            6.56   9,215,458
                   Band 14   1,520,349.631                            6.54   9,943,087
                   Band 15   1,534,466.454                            6.54   10,035,411
                   Band 16   151,225.876                            6.52   985,993
                   Band 17   1,644,869.810                            6.51   10,708,102
                   Band 18   8,090.111                            6.50   52,586
                   Band 19   28,280.011                            6.48   183,254
                   Band 20   707,626.177                            6.55   4,634,951
                   Band 21   116,725.605                            6.53   762,218
                   Band 26   149,932.948                            6.72   1,007,549
                   Band 27   43,017.186                            6.66   286,494
                   Band 28   7,886.911                            6.63   52,290
                   Band 29   312,236.527                            6.62   2,067,006
                   Band 30   31,915.239                            6.57   209,683
                   Band 31   4,994.217                            6.54   32,662
                   Band 38   115,887.913                            7.36   852,935
                   Band 41   6,631.510                            6.57   43,569
                   Band 42   26,692.554                            6.54   174,569
                   Band 43   77,129.797                            6.51   502,115
                   Band 44   1,719.436                            6.45   11,090
                   Band 45   4,127.826                            6.42   26,501
                   Band 46   1,392,519.586                            6.49   9,037,452
                   Band 47   314,742.159                            6.46   2,033,234
                   Band 50   9,573.971                            7.24   69,316
                   Band 51   722.462                            7.19   5,195
                   Band 52   1,820.740                            7.31   13,310
                   Band 53   1,747.032                            7.26   12,683
                   Band 54   1,423.986                            7.20   10,253
                   Band 55   11,637.912                            7.29   84,840
                   Band 56   113,209.045                            7.10   803,784
                   Band 57   5,149.742                            7.06   36,357
                   Band 59   996.885                            7.02   6,998
    20,680,342.876       $ 136,108,077

234

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract            Units          Unit Value   Extended Value
                   ING Davis New York Venture Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   12,883.915   $ 6.93   $ 89,286
                   Band 4   159,879.528                            6.88   1,099,971
                   Band 5   41,650.879                            6.87   286,142
                   Band 6   3,528,125.412                            6.85   24,167,659
                   Band 7   683,782.528                            6.84   4,677,072
                   Band 8   2,268,505.111                            6.82   15,471,205
                   Band 9   460,508.085                            6.80   3,131,455
                   Band 10   6,232,741.368                            6.79   42,320,314
                   Band 11   661,801.614                            6.78   4,487,015
                   Band 12   163,150.526                            6.77   1,104,529
                   Band 13   1,749,544.325                            6.76   11,826,920
                   Band 14   2,433,344.114                            6.74   16,400,739
                   Band 15   2,198,500.584                            6.73   14,795,909
                   Band 16   265,526.985                            6.71   1,781,686
                   Band 17   1,649,555.146                            6.70   11,052,019
                   Band 18   10,275.108                            6.69   68,740
                   Band 19   43,540.861                            6.67   290,418
                   Band 20   490,642.683                            6.75   3,311,838
                   Band 21   189,819.330                            6.72   1,275,586
                   Band 25   30,267.534                            6.96   210,662
                   Band 26   158,614.694                            6.95   1,102,372
                   Band 27   132,073.131                            6.88   908,663
                   Band 28   33,134.539                            6.85   226,972
                   Band 29   95,814.178                            6.84   655,369
                   Band 30   20,934.028                            6.77   141,723
                   Band 31   19,768.865                            6.74   133,242
                   Band 32   752.987                            6.68   5,030
                   Band 34   762.351                            6.61   5,039
                   Band 35   24,864.431                            8.09   201,153
                   Band 36   4,426.345                            7.98   35,322
                   Band 38   218,068.085                            9.15   1,995,323
                   Band 39   12,388.014                            9.05   112,112
                   Band 40   3,420.759                            8.98   30,718
                   Band 41   87,154.507                            6.77   590,036
                   Band 42   12,444.021                            6.73   83,748
                   Band 43   120,061.215                            6.70   804,410
                   Band 44   2,739.086                            6.62   18,133
                   Band 45   11,557.577                            6.59   76,164
                   Band 46   2,546,741.927                            6.68   17,012,236
                   Band 47   262,843.179                            6.64   1,745,279
                   Band 50   17,341.601                            6.89   119,484
                   Band 51   9,009.092                            6.83   61,532
                   Band 52   1,505.168                            6.95   10,461
                   Band 54   6,581.753                            6.85   45,085
                   Band 55   11,595.843                            6.93   80,359
                   Band 56   273,990.898                            6.35   1,739,842
                   Band 57   8,392.837                            6.31   52,959
                   Band 59   12,861.693                            6.28   80,771
    27,383,888.440       $ 185,922,702

235

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract   Units   Unit Value   Extended Value
                   ING JPMorgan Mid Cap Value Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 2   722.307   $ 6.93   $ 5,006
                   Band 4   54,945.852   10.78   592,316
                   Band 5   1,124.324   11.51   12,941
                   Band 6   540,677.402   6.91   3,736,081
                   Band 7   141,570.838   11.40   1,613,908
                   Band 8   519,821.630   6.90   3,586,769
                   Band 9   78,567.253   11.28   886,239
                   Band 10   651,474.055   9.16   5,967,502
                   Band 11   100,126.068   6.89   689,869
                   Band 12   16,589.020   6.89   114,298
                   Band 13   132,504.499   11.13   1,474,775
                   Band 14   103,147.295   6.88   709,653
                   Band 15   238,668.173   11.02   2,630,123
                   Band 16   687.333   6.88   4,729
                   Band 17   180,149.605   6.88   1,239,429
                   Band 19   2,712.424   8.90   24,141
                   Band 20   53,583.272   9.07   486,000
                   Band 21   43,785.070   9.00   394,066
                   Band 26   72,668.158   11.79   856,758
                   Band 27   41,976.119   11.55   484,824
                   Band 28   8,503.156   11.43   97,191
                   Band 29   88,108.167   11.40   1,004,433
                   Band 30   85,152.983   11.17   951,159
                   Band 31   37,232.909   11.05   411,424
                   Band 32   862.408   10.84   9,349
                   Band 33   1,412.031   10.69   15,095
                   Band 34   3,585.896   10.58   37,939
                   Band 35   65,535.367   11.95   783,148
                   Band 36   22,482.710   11.79   265,071
                   Band 37   5,840.214   11.67   68,155
                   Band 38   216,161.598   11.37   2,457,757
                   Band 39   71,088.567   11.24   799,035
                   Band 40   20,170.214   11.15   224,898
                   Band 41   20,771.397   10.49   217,892
                   Band 42   20,899.223   10.38   216,934
                   Band 43   64,295.795   10.30   662,247
                   Band 44   364.031   8.90   3,240
                   Band 46   166,421.907   6.87   1,143,319
                   Band 47   8,263.497   6.86   56,688
                   Band 56   95,957.939   6.92   664,029
                   Band 57   6,207.478   6.89   42,770
                   Band 59   4,035.528   6.87   27,724
    3,988,853.712       $ 35,668,924

236

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING Legg Mason Partners Aggressive Growth            
                       Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   6,397.241   $ 8.20   $ 52,457
                   Band 4   17,624.333                            8.09   142,581
                   Band 5   9,946.793                            8.07   80,271
                   Band 6   1,053,733.719                            8.03   8,461,482
                   Band 7   943,021.089                            8.01   7,553,599
                   Band 8   532,667.025                            7.96   4,240,030
                   Band 9   59,406.660                            7.94   471,689
                   Band 10   1,399,390.942                            7.92   11,083,176
                   Band 11   394,167.089                            7.90   3,113,920
                   Band 12   65,516.358                            7.88   516,269
                   Band 13   555,555.106                            7.86   4,366,663
                   Band 14   1,596,012.077                            7.81   12,464,854
                   Band 15   422,159.587                            7.79   3,288,623
                   Band 16   84,423.422                            7.75   654,282
                   Band 17   1,098,883.686                            7.73   8,494,371
                   Band 18   2,944.322                            7.71   22,701
                   Band 19   61,451.218                            7.67   471,331
                   Band 20   953,242.263                            7.83   7,463,887
                   Band 21   64,215.468                            7.77   498,954
                   Band 26   34,076.575                            8.23   280,450
                   Band 27   18,112.729                            8.09   146,532
                   Band 28   4,908.839                            8.03   39,418
                   Band 29   19,045.006                            8.01   152,550
                   Band 30   20,571.336                            7.88   162,102
                   Band 31   17,907.927                            7.81   139,861
                   Band 33   166.242                            7.61   1,265
                   Band 34   15,610.703                            7.55   117,861
                   Band 35   4,080.386                            7.67   31,297
                   Band 36   1,294.949                            7.61   9,855
                   Band 37   4,569.087                            8.16   37,284
                   Band 38   26,070.229                            7.59   197,873
                   Band 39   6,231.082                            7.54   46,982
                   Band 40   48,141.301                            7.50   361,060
                   Band 41   16,003.147                            7.88   126,105
                   Band 42   5,460.203                            7.80   42,590
                   Band 43   14,399.781                            7.73   111,310
                   Band 44   4,429.803                            6.96   30,831
                   Band 46   518,776.871                            6.84   3,548,434
                   Band 47   47,318.068                            6.79   321,290
                   Band 52   1,828.238                            6.35   11,609
                   Band 56   1,248.295                            6.31   7,877
                   Band 57   1,907.220                            6.28   11,977
    10,152,916.415       $ 79,377,553

237

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING Neuberger Berman Partners Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 1   6,864.319   $ 5.17   $ 35,489
                   Band 2   178,521.222                            5.36   956,874
                   Band 3   1,677.041                            5.31   8,905
                   Band 4   120,151.855                            5.32   639,208
                   Band 5   90,373.979                            5.31   479,886
                   Band 6   1,411,341.717                            5.30   7,480,111
                   Band 7   1,120,052.752                            5.29   5,925,079
                   Band 8   1,651,567.142                            5.28   8,720,275
                   Band 9   249,285.203                            5.27   1,313,733
                   Band 10   486,843.027                            5.26   2,560,794
                   Band 11   1,879,559.854                            5.26   9,886,485
                   Band 12   347,469.320                            5.25   1,824,214
                   Band 13   993,627.719                            5.24   5,206,609
                   Band 14   1,134,701.013                            5.23   5,934,486
                   Band 15   150,396.010                            5.22   785,067
                   Band 16   24,634.021                            5.21   128,343
                   Band 17   320,796.013                            5.20   1,668,139
                   Band 18   21,491.031                            5.19   111,538
                   Band 19   38,807.496                            5.18   201,023
                   Band 20   381,307.511                            5.23   1,994,238
                   Band 21   83,024.516                            5.21   432,558
                   Band 25   12,692.963                            5.16   65,496
                   Band 26   34,605.299                            5.36   185,484
                   Band 27   15,252.414                            5.32   81,143
                   Band 28   13,111.768                            5.30   69,492
                   Band 29   37,291.732                            5.29   197,273
                   Band 30   26,742.015                            5.25   140,396
                   Band 31   14,034.776                            5.23   73,402
                   Band 32   674.865                            5.19   3,503
                   Band 38   1,672.956                            5.96   9,971
                   Band 41   3,012.762                            5.25   15,817
                   Band 42   5,027.312                            5.22   26,243
                   Band 43   24,993.723                            5.20   129,967
                   Band 44   4,216.039                            5.15   21,713
                   Band 46   178,380.187                            5.18   924,009
                   Band 47   10,662.620                            5.16   55,019
                   Band 50   9,173.206                            5.86   53,755
    11,084,037.398       $ 58,345,737
 
 
 
 
                                                                                                                               238            

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract        Units   Unit Value   Extended Value
                   ING Oppenheimer Global Portfolio - Initial Class            
                   Contracts in accumulation period:            
                   Band 4   18,910.005   $ 8.68   $ 164,139
                   Band 7   8,530.281   8.62   73,531
                   Band 9   38,101.352   8.57   326,529
                   Band 10   13,114.824   8.56   112,263
                   Band 13   5,429.105   8.51   46,202
                   Band 15   19,791.089   8.46   167,433
                   Band 20   2,895.355   8.49   24,582
                   Band 21   8,156.636   8.44   68,842
                   Band 26   108,588.206   8.78   953,404
                   Band 27   47,623.901   8.68   413,375
                   Band 28   6,982.458   8.64   60,328
                   Band 29   85,989.068   8.62   741,226
                   Band 30   40,891.164   8.52   348,393
                   Band 31   44,624.201   8.47   377,967
                   Band 32   653.513   8.38   5,476
                   Band 35   116,364.776   8.85   1,029,828
                   Band 36   7,172.477   8.78   62,974
                   Band 37   1,260.737   8.73   11,006
                   Band 38   112,909.571   8.77   990,217
                   Band 39   36,938.716   8.70   321,367
                   Band 40   12,923.923   8.65   111,792
                   Band 41   2,762.304   8.52   23,535
                   Band 42   6,799.532   8.46   57,524
                   Band 43   14,280.321   8.41   120,097
    761,693.515       $ 6,612,030
                   ING Oppenheimer Global Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   5,658.089   $ 8.67   $ 49,056
                   Band 4   95,642.786   10.35   989,903
                   Band 5   20,530.422   9.83   201,814
                   Band 6   1,818,383.543   8.54   15,528,995
                   Band 7   273,401.229   9.73   2,660,194
                   Band 8   832,152.184   8.49   7,064,972
                   Band 9   157,768.819   9.63   1,519,314
                   Band 10   1,995,842.674   8.62   17,204,164
                   Band 11   230,097.796   8.44   1,942,025
                   Band 12   63,473.445   8.43   535,081
                   Band 13   526,642.165   9.50   5,003,101
                   Band 14   756,024.920   8.38   6,335,489
                   Band 15   909,337.070   9.41   8,556,862
                   Band 16   67,532.691   8.33   562,547
                   Band 17   1,018,421.435   8.32   8,473,266
                   Band 18   17,892.425   8.30   148,507
                   Band 19   36,651.412   8.38   307,139
                   Band 20   260,440.878   8.54   2,224,165
                   Band 21   84,737.283   8.48   718,572

239

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING Oppenheimer Global Portfolio - Service Class            
                       (continued)            
                   Band 26   176,835.817   $ 10.06   $ 1,778,968
                   Band 27   19,445.010   9.86   191,728
                   Band 28   11,107.020   9.76   108,405
                   Band 29   198,952.041   9.73   1,935,803
                   Band 30   34,743.070   9.53   331,101
                   Band 31   11,592.408   9.44   109,432
                   Band 34   3,567.549   9.04   32,251
                   Band 35   176,964.093   10.20   1,805,034
                   Band 36   43,121.257   10.06   433,800
                   Band 37   29,436.402   9.96   293,187
                   Band 38   528,887.883   10.97   5,801,900
                   Band 39   164,794.320   10.85   1,788,018
                   Band 40   88,063.395   10.76   947,562
                   Band 41   19,317.537   10.08   194,721
                   Band 42   5,187.414   9.97   51,719
                   Band 43   52,618.719   9.89   520,399
                   Band 44   855.704   8.58   7,342
                   Band 45   14,184.058   8.45   119,855
                   Band 46   788,020.533   8.29   6,532,690
                   Band 47   114,371.697   8.24   942,423
                   Band 50   4,612.408   7.08   32,656
                   Band 51   3,835.966   7.02   26,928
                   Band 52   608.319   7.14   4,343
                   Band 55   342.513   7.12   2,439
                   Band 56   214,609.373   6.19   1,328,432
                   Band 60   534.427   6.16   3,292
    11,877,240.199       $ 105,349,594
                   ING Oppenheimer Strategic Income Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 35   279,773.788   $ 9.80   $ 2,741,783
                   Band 36   45,969.133   9.73   447,280
                   Band 37   7,112.244   9.67   68,775
                   Band 38   462,364.152   9.71   4,489,556
                   Band 39   85,178.008   9.64   821,116
                   Band 40   33,133.852   9.58   317,422
    913,531.177       $ 8,885,932
                   ING PIMCO Total Return Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 35   178,495.265   $ 12.94   $ 2,309,729
                   Band 36   12,403.704   12.76   158,271
                   Band 37   4,648.896   12.64   58,762
                   Band 38   405,274.952   11.76   4,766,033
                   Band 39   70,638.763   11.64   822,235
                   Band 40   41,114.588   11.54   474,462
    712,576.168       $ 8,589,492

240

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units          Unit Value   Extended Value
                   ING Solution 2015 Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 35   50,656.734   $ 8.88   $ 449,832
                   Band 36   4,065.000                            8.81   35,813
                   Band 37   26,283.331                            8.76   230,242
                   Band 38   955,851.367                            8.80   8,411,492
                   Band 39   153,943.373                            8.73   1,343,926
                   Band 40   89,597.760                            8.68   777,709
    1,280,397.565       $ 11,249,014
                   ING Solution 2025 Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 35   76,491.900   $ 8.34   $ 637,942
                   Band 36   3,406.125                            8.27   28,169
                   Band 37   843.755                            8.23   6,944
                   Band 38   830,583.518                            8.26   6,860,620
                   Band 39   98,795.355                            8.20   810,122
                   Band 40   97,554.555                            8.15   795,070
    1,107,675.208       $ 9,138,867
                   ING Solution 2035 Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 35   7,965.569   $ 8.22   $ 65,477
                   Band 36   23,537.692                            8.16   192,068
                   Band 38   703,013.753                            8.14   5,722,532
                   Band 39   96,230.506                            8.08   777,542
                   Band 40   148,953.741                            8.04   1,197,588
    979,701.261       $ 7,955,207
                   ING Solution 2045 Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 35   8,596.769   $ 8.10   $ 69,634
                   Band 38   61,881.998                            8.02   496,294
                   Band 39   34,343.143                            7.96   273,371
                   Band 40   48,651.355                            7.92   385,319
    153,473.265       $ 1,224,618
                   ING Solution Income Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 35   25,260.274   $ 9.52   $ 240,478
                   Band 36   5,284.930                            9.45   49,943
                   Band 37   2,797.574                            9.39   26,269
                   Band 38   375,155.471                            9.43   3,537,716
                   Band 39   77,339.565                            9.36   723,898
                   Band 40   95,617.764                            9.31   890,201
    581,455.578       $ 5,468,505

241

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract        Units          Unit Value   Extended Value
                   ING T. Rowe Price Diversified Mid Cap Growth            
                       Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 35   52,947.561   $ 7.84   $ 415,109
                   Band 36   10,562.373                            7.73   81,647
                   Band 37   3,456.012                            7.65   26,438
                   Band 38   183,106.723                            9.46   1,732,190
                   Band 39   72,165.653                            9.36   675,471
                   Band 40   17,162.552                            9.28   159,268
    339,400.874       $ 3,090,123
                   ING T. Rowe Price Growth Equity Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 2   806.729   $ 5.82   $ 4,695
                   Band 4   12,229.631                            5.80   70,932
                   Band 5   6,952.971                            5.79   40,258
                   Band 6   775,346.711                            5.78   4,481,504
                   Band 7   141,482.116                            5.78   817,767
                   Band 8   342,675.054                            5.77   1,977,235
                   Band 9   61,962.887                            5.76   356,906
                   Band 10   1,184,846.936                            5.76   6,824,718
                   Band 11   114,703.470                            5.75   659,545
                   Band 12   16,756.781                            5.75   96,351
                   Band 13   195,991.721                            5.74   1,124,992
                   Band 14   360,843.284                            5.73   2,067,632
                   Band 15   535,485.761                            5.73   3,068,333
                   Band 16   39,544.944                            5.72   226,197
                   Band 17   245,894.595                            5.71   1,404,058
                   Band 18   923.366                            5.71   5,272
                   Band 19   10,100.932                            5.70   57,575
                   Band 20   101,944.509                            5.74   585,161
                   Band 21   13,064.811                            5.72   74,731
                   Band 26   18,100.664                            5.83   105,527
                   Band 27   6,830.710                            5.80   39,618
                   Band 29   25,234.026                            5.78   145,853
                   Band 30   3,565.047                            5.75   20,499
                   Band 31   1,262.564                            5.73   7,234
                   Band 35   107,500.744                            7.80   838,506
                   Band 36   20,821.181                            7.69   160,115
                   Band 37   13,434.264                            7.60   102,100
                   Band 38   243,928.332                            9.09   2,217,309
                   Band 39   43,833.051                            8.99   394,059
                   Band 40   16,556.113                            8.92   147,681
                   Band 41   2,663.623                            5.75   15,316
                   Band 42   107.192                            5.73   614
                   Band 43   39,584.608                            5.71   226,028
                   Band 45   1,516.943                            5.66   8,586
                   Band 46   316,265.846                            5.70   1,802,715
                   Band 47   22,538.232                            5.69   128,243
                   Band 50   1,006.991                            5.74   5,780
                   Band 52   763.798                            5.78   4,415
                   Band 56   19,158.790                            6.01   115,144
    5,066,229.928       $ 30,429,204

242

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING Templeton Foreign Equity Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 2   9,035.868   $ 7.52   $ 67,950
                   Band 3   512.366                            7.45   3,817
                   Band 4   119,243.871                            7.47   890,752
                   Band 5   16,630.131                            7.46   124,061
                   Band 6   2,681,328.024                            7.44   19,949,080
                   Band 7   1,045,633.276                            7.43   7,769,055
                   Band 8   1,589,642.752                            7.41   11,779,253
                   Band 9   202,154.705                            7.40   1,495,945
                   Band 10   3,649,197.457                            7.39   26,967,569
                   Band 11   542,998.931                            7.38   4,007,332
                   Band 12   133,335.098                            7.37   982,680
                   Band 13   1,372,927.232                            7.36   10,104,744
                   Band 14   2,392,658.606                            7.34   17,562,114
                   Band 15   1,636,457.214                            7.33   11,995,231
                   Band 16   161,670.185                            7.31   1,181,809
                   Band 17   2,050,458.589                            7.30   14,968,348
                   Band 18   3,438.214                            7.29   25,065
                   Band 19   168,743.516                            7.27   1,226,765
                   Band 20   962,269.859                            7.35   7,072,683
                   Band 21   116,907.189                            7.32   855,761
                   Band 26   139,727.883                            7.53   1,052,151
                   Band 27   29,474.730                            7.47   220,176
                   Band 28   18,724.282                            7.44   139,309
                   Band 29   116,050.040                            7.43   862,252
                   Band 30   33,678.199                            7.37   248,208
                   Band 31   37,620.785                            7.34   276,137
                   Band 33   304.395                            7.24   2,204
                   Band 34   442.566                            7.21   3,191
                   Band 35   51,255.811                            6.29   322,399
                   Band 36   1,049.879                            6.29   6,604
                   Band 37   6,282.712                            6.28   39,455
                   Band 38   261,242.137                            8.02   2,095,162
                   Band 39   35,664.459                            6.27   223,616
                   Band 40   67,781.898                            6.27   424,993
                   Band 41   15,995.290                            7.37   117,885
                   Band 42   22,529.488                            7.33   165,141
                   Band 43   74,926.637                            7.30   546,964
                   Band 44   837.470                            7.23   6,055
                   Band 45   4,081.253                            7.20   29,385
                   Band 46   1,592,209.857                            7.28   11,591,288
                   Band 47   198,345.510                            7.25   1,438,005
                   Band 50   921.234                            7.87   7,250
                   Band 51   2,207.452                            7.81   17,240
                   Band 55   8,592.785                            7.92   68,055
                   Band 56   133,227.535                            6.02   802,030
                   Band 57   1,544.169                            5.99   9,250
                   Band 58   1,226.549                            5.97   7,322
    21,711,188.088       $ 159,751,741

243

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract   Units          Unit Value   Extended Value
                   ING Thornburg Value Portfolio - Initial Class            
                   Contracts in accumulation period:            
                   Band 4   7,068.055   $ 8.72   $ 61,633
                   Band 7   111.222                            6.22   692
                   Band 9   14,878.498                            6.15   91,503
                   Band 10   551.360                            7.73   4,262
                   Band 13   9,021.782                            6.06   54,672
                   Band 15   10,922.439                            5.99   65,425
                   Band 21   1,390.174                            7.60   10,565
                   Band 26   19,978.215                            6.46   129,059
                   Band 27   38,522.065                            6.32   243,459
                   Band 28   10,423.397                            6.25   65,146
                   Band 29   29,675.153                            6.22   184,579
                   Band 30   14,781.015                            6.08   89,869
                   Band 31   27,003.454                            6.01   162,291
                   Band 41   715.615                            8.49   6,076
                   Band 43   2,880.101                            8.33   23,991
    187,922.545       $ 1,193,222
                   ING Thornburg Value Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 4   4,230.350   $ 7.15   $ 30,247
                   Band 6   48,117.907                            7.13   343,081
                   Band 7   42,012.199                            7.12   299,127
                   Band 8   38,408.556                            7.10   272,701
                   Band 9   3,575.157                            7.09   25,348
                   Band 10   109,562.637                            7.08   775,703
                   Band 11   29,915.233                            7.08   211,800
                   Band 12   4,317.720                            7.07   30,526
                   Band 13   48,574.144                            7.06   342,933
                   Band 14   65,833.666                            7.04   463,469
                   Band 15   26,001.619                            7.03   182,791
                   Band 16   4,951.249                            7.02   34,758
                   Band 17   34,931.987                            7.01   244,873
                   Band 18   1,014.770                            7.00   7,103
                   Band 19   6,841.162                            6.98   47,751
                   Band 20   23,065.379                            7.05   162,611
                   Band 21   1,524.352                            7.02   10,701
                   Band 35   35,199.108                            7.15   251,674
                   Band 36   5,675.399                            7.05   40,012
                   Band 37   3,946.367                            6.98   27,546
                   Band 38   46,149.003                            9.18   423,648
                   Band 39   23,529.076                            9.08   213,644
                   Band 40   2,027.872                            9.00   18,251
                   Band 46   48,543.269                            6.99   339,317
                   Band 47   11,905.237                            6.97   82,980
                   Band 51   3,252.524                            7.01   22,800
                   Band 55   6,146.311                            7.10   43,639
    679,252.253       $ 4,949,034

244

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract   Units          Unit Value   Extended Value
                   ING UBS U.S. Large Cap Equity Portfolio - Service            
                       Class            
                   Contracts in accumulation period:            
                   Band 2   2,302.960   $ 7.53   $ 17,341
                   Band 4   34,379.827                            8.02   275,726
                   Band 5   328.062                            7.45   2,444
                   Band 6   159,711.720                            7.42   1,185,061
                   Band 7   34,547.766                            7.95   274,655
                   Band 8   71,305.482                            7.38   526,234
                   Band 9   6,352.589                            7.89   50,122
                   Band 10   76,305.693                            7.87   600,526
                   Band 11   13,052.525                            7.34   95,806
                   Band 12   4,609.801                            7.33   33,790
                   Band 13   35,558.980                            7.82   278,071
                   Band 14   21,470.320                            7.28   156,304
                   Band 15   47,479.745                            7.76   368,443
                   Band 16   1,258.713                            7.24   9,113
                   Band 17   56,718.237                            7.23   410,073
                   Band 19   666.425                            7.65   5,098
                   Band 20   8,392.731                            7.80   65,463
                   Band 21   19,719.618                            7.74   152,630
                   Band 26   8,205.209                            8.14   66,790
                   Band 27   622.843                            8.02   4,995
                   Band 28   7,341.465                            7.97   58,511
                   Band 29   8,956.616                            7.95   71,205
                   Band 30   484.065                            7.84   3,795
                   Band 31   633.743                            7.78   4,931
                   Band 35   19,727.796                            7.56   149,142
                   Band 37   17,651.963                            7.38   130,271
                   Band 38   50,962.911                            9.25   471,407
                   Band 39   8,498.800                            9.15   77,764
                   Band 40   10,394.787                            9.08   94,385
                   Band 41   12,400.014                            7.84   97,216
                   Band 42   1,000.714                            7.76   7,766
                   Band 43   8,230.899                            7.71   63,460
                   Band 46   29,918.589                            7.20   215,414
                   Band 47   16,867.932                            7.16   120,774
    796,059.540       $ 6,144,726
 
 
 
 
                                                                                                                               245            

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING Van Kampen Comstock Portfolio - Service Class            
                   Contracts in accumulation period:            
                   Band 2   2,522.719   $ 7.41   $ 18,693
                   Band 4   149,236.982                            9.06   1,352,087
                   Band 5   21,597.295                            8.65   186,817
                   Band 6   2,342,903.101                            8.59   20,125,538
                   Band 7   328,003.396                            8.56   2,807,709
                   Band 8   881,846.451                            8.50   7,495,695
                   Band 9   223,592.541                            8.48   1,896,065
                   Band 10   2,466,881.046                            8.45   20,845,145
                   Band 11   166,432.268                            8.42   1,401,360
                   Band 12   415,401.839                            8.39   3,485,221
                   Band 13   451,444.840                            8.36   3,774,079
                   Band 14   854,931.127                            7.73   6,608,618
                   Band 15   1,390,973.833                            8.28   11,517,263
                   Band 16   59,474.226                            6.98   415,130
                   Band 17   958,697.794                            7.66   7,343,625
                   Band 18   534.073                            7.10   3,792
                   Band 19   44,946.813                            7.48   336,202
                   Band 20   2,360,477.077                            8.33   19,662,774
                   Band 21   115,956.013                            7.57   877,787
                   Band 26   211,587.359                            8.86   1,874,664
                   Band 27   89,234.351                            8.68   774,554
                   Band 28   22,912.489                            8.59   196,818
                   Band 29   156,177.561                            8.56   1,336,880
                   Band 30   100,672.268                            8.39   844,640
                   Band 31   39,123.593                            8.30   324,726
                   Band 32   7,423.737                            8.14   60,429
                   Band 33   1,382.955                            8.03   11,105
                   Band 34   7,216.000                            7.95   57,367
                   Band 35   65,309.457                            8.98   586,479
                   Band 36   23,949.552                            8.86   212,193
                   Band 37   16,939.322                            8.77   148,558
                   Band 38   277,869.654                            9.57   2,659,213
                   Band 39   83,504.040                            9.46   789,948
                   Band 40   10,417.574                            9.39   97,821
                   Band 41   37,862.159                            8.82   333,944
                   Band 42   11,796.530                            8.72   102,866
                   Band 43   96,752.946                            8.65   836,913
                   Band 44   3,089.836                            7.55   23,328
                   Band 45   10,365.474                            7.43   77,015
                   Band 46   1,831,856.441                            6.94   12,713,084
                   Band 47   65,667.216                            7.04   462,297
                   Band 50   1,077.279                            6.73   7,250
                   Band 55   1,923.631                            6.77   13,023
                   Band 56   80,652.313                            6.55   528,273
    16,490,617.171       $ 135,226,988

246

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract        Units   Unit Value   Extended Value
                   ING Van Kampen Equity and Income Portfolio - Initial            
                       Class            
                   Contracts in accumulation period:            
                   Band 35   182,051.276   $ 9.55   $ 1,738,590
                   Band 36   7,450.776   9.48   70,633
                   Band 37   5,414.469   9.43   51,058
                   Band 38   16,203.051   9.46   153,281
                   Band 39   8,818.124   9.39   82,802
                   Band 40   713.367   9.34   6,663
    220,651.063       $ 2,103,027
                   ING Van Kampen Equity and Income Portfolio -            
                       Service Class            
                   Contracts in accumulation period:            
                   Band 2   8,047.807   $ 9.38   $ 75,488
                   Band 4   120,669.849   9.29   1,121,023
                   Band 5   45,330.265   9.27   420,212
                   Band 6   2,734,003.767   9.24   25,262,195
                   Band 7   1,127,555.734   9.22   10,396,064
                   Band 8   999,855.016   9.19   9,188,668
                   Band 9   236,035.770   9.17   2,164,448
                   Band 10   2,755,179.679   9.15   25,209,894
                   Band 11   738,976.177   9.13   6,746,852
                   Band 12   306,847.639   9.12   2,798,450
                   Band 13   1,330,883.892   9.10   12,111,043
                   Band 14   1,767,987.342   9.07   16,035,645
                   Band 15   939,387.676   9.05   8,501,458
                   Band 16   266,602.610   9.01   2,402,090
                   Band 17   986,332.266   9.00   8,876,990
                   Band 18   12,392.558   8.98   111,285
                   Band 19   68,984.860   8.95   617,414
                   Band 20   602,758.768   9.08   5,473,050
                   Band 21   123,762.674   9.03   1,117,577
                   Band 25   13,929.192   7.92   110,319
                   Band 26   229,289.846   9.39   2,153,032
                   Band 27   72,567.426   9.29   674,151
                   Band 28   23,210.589   9.24   214,466
                   Band 29   190,772.796   9.22   1,758,925
                   Band 30   72,922.002   9.12   665,049
                   Band 31   33,283.892   9.06   301,552
                   Band 32   6,461.334   8.97   57,958
                   Band 35   273,911.590   9.68   2,651,464
                   Band 36   45,619.762   9.55   435,669
                   Band 37   38,897.198   9.45   367,579
                   Band 38   736,746.701   11.55   8,509,424
                   Band 39   89,823.221   11.42   1,025,781
                   Band 40   80,818.660   11.33   915,675
                   Band 41   5,547.029   9.12   50,589
                   Band 42   632.011   9.05   5,720

247

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract   Units   Unit Value   Extended Value
                   ING Van Kampen Equity and Income Portfolio -            
                       Service Class (continued)            
                   Band 43   36,344.664   $ 9.00   $ 327,102
                   Band 45   3,857.177   8.83   34,059
                   Band 46   927,898.689   8.96   8,313,972
                   Band 47   122,184.918   8.91   1,088,668
                   Band 49   101,363.095   7.61   771,373
                   Band 50   279.695   7.27   2,033
                   Band 51   825.297   7.23   5,967
                   Band 53   1,839.361   7.28   13,391
                   Band 56   95,228.080   7.67   730,399
                   Band 57   13,008.826   7.63   99,257
                   Band 58   1,659.510   7.61   12,629
    18,390,516.910       $ 169,926,049
                   ING VP Strategic Allocation Conservative Portfolio -            
                       Class S            
                   Contracts in accumulation period:            
                   Band 35   23,208.518   $ 11.42   $ 265,041
                   Band 36   17,330.735   11.33   196,357
                   Band 37   2,136.936   11.27   24,083
                   Band 38   51,177.531   11.31   578,818
                   Band 39   9,367.444   11.23   105,196
                   Band 40   85.143   11.17   951
    103,306.307       $ 1,170,446
                   ING VP Strategic Allocation Growth Portfolio -            
                       Class S            
                   Contracts in accumulation period:            
                   Band 35   9,649.901   $ 11.49   $ 110,877
                   Band 37   611.817   11.35   6,944
                   Band 38   13,948.090   11.39   158,869
                   Band 39   7,623.125   11.30   86,141
                   Band 40   13,275.075   11.24   149,212
    45,108.008       $ 512,043
                   ING VP Strategic Allocation Moderate Portfolio -            
                       Class S            
                   Contracts in accumulation period:            
                   Band 35   14,697.166   $ 11.46   $ 168,430
                   Band 36   4,079.047   11.37   46,379
                   Band 37   2,832.287   11.31   32,033
                   Band 38   15,513.731   11.35   176,081
                   Band 39   5,610.131   11.27   63,226
                   Band 40   7,730.574   11.20   86,582
    50,462.936       $ 572,731
                   ING VP Growth and Income Portfolio - Class I            
                   Contracts in accumulation period:            
                   Band 22   594.484   $ 6.14   $ 3,650
                   Band 23   14,061.098   6.12   86,054
    14,655.582       $ 89,704

248

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING VP Growth and Income Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 2   26,877.246   $ 6.13   $ 164,758
                   Band 3   4,189.755   6.85   28,700
                   Band 4   58,151.556   6.11   355,306
                   Band 5   352,049.990   6.11   2,151,025
                   Band 6   3,900,948.720   6.10   23,795,787
                   Band 7   5,498,421.697   6.10   33,540,372
                   Band 8   1,706,785.926   6.09   10,394,326
                   Band 9   1,075,276.478   6.09   6,548,434
                   Band 10   3,269,385.603   6.09   19,910,558
                   Band 11   3,117,554.640   6.08   18,954,732
                   Band 12   2,172,968.587   6.08   13,211,649
                   Band 13   4,115,315.875   6.07   24,979,967
                   Band 14   6,454,891.420   6.07   39,181,191
                   Band 15   613,853.337   6.06   3,719,951
                   Band 16   187,908.087   6.06   1,138,723
                   Band 17   2,481,381.036   6.05   15,012,355
                   Band 18   155,867.815   6.05   943,000
                   Band 19   374,141.407   6.04   2,259,814
                   Band 20   2,455,631.677   6.07   14,905,684
                   Band 21   518,167.662   6.06   3,140,096
                   Band 24   243.068   6.17   1,500
                   Band 25   108,408.907   6.86   743,685
                   Band 26   1,055,301.104   6.13   6,468,996
                   Band 27   331,076.920   6.11   2,022,880
                   Band 28   155,058.564   6.10   945,857
                   Band 29   1,745,645.831   6.10   10,648,440
                   Band 30   1,016,110.724   6.08   6,177,953
                   Band 31   539,830.644   6.07   3,276,772
                   Band 32   5,300.825   6.05   32,070
                   Band 33   4,555.774   6.03   27,471
                   Band 34   5,453.311   6.02   32,829
                   Band 35   251,002.174   10.33   2,592,852
                   Band 36   13,787.804   10.22   140,911
                   Band 37   12,283.059   10.13   124,427
                   Band 38   292,483.080   9.72   2,842,936
                   Band 39   35,139.610   9.61   337,692
                   Band 40   23,825.305   9.53   227,055
                   Band 41   3,917.651   6.08   23,819
                   Band 43   10,865.565   6.05   65,737
                   Band 44   575.852   6.03   3,472
                   Band 45   6,956.691   6.02   41,879
                   Band 46   502,599.988   6.05   3,040,730
                   Band 47   92,800.424   6.04   560,515
                   Band 50   754.942   6.52   4,922
                   Band 56   9,481.521   6.55   62,104
    44,763,227.852       $ 274,783,932

249

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING GET U.S. Core Portfolio - Series 3            
                   Contracts in accumulation period:            
                   Band 6   57,600.452   $ 10.00   $ 576,005
                   Band 9   438,091.435   9.90   4,337,105
                   Band 13   62,253.385   9.80   610,083
                   Band 14   17,740.768   9.75   172,972
                   Band 15   153,998.756   9.73   1,498,408
                   Band 26   411,580.132   10.23   4,210,465
                   Band 27   174,859.782   10.08   1,762,587
                   Band 28   75,312.790   10.00   753,128
                   Band 29   1,472,150.627   9.97   14,677,342
                   Band 30   611,776.205   9.82   6,007,642
                   Band 31   351,196.110   9.74   3,420,650
                   Band 32   30,216.228   9.61   290,378
                   Band 33   9,209.195   9.51   87,579
                   Band 34   15,794.762   9.43   148,945
                   Band 36   10,386.790   10.24   106,361
                   Band 38   12,997.447   10.21   132,704
    3,905,164.864       $ 38,792,354
                   ING GET U.S. Core Portfolio - Series 4            
                   Contracts in accumulation period:            
                   Band 6   18,522.519   $ 10.26   $ 190,041
                   Band 9   296,263.968   10.16   3,010,042
                   Band 10   76,488.393   10.14   775,592
                   Band 12   5,868.697   10.09   59,215
                   Band 13   48,231.403   10.06   485,208
                   Band 15   159,677.002   9.99   1,595,173
                   Band 19   17,358.585   9.84   170,808
                   Band 20   5,373.612   10.04   53,951
                   Band 21   87,906.122   9.96   875,545
                   Band 26   395,154.452   10.48   4,141,219
                   Band 27   173,111.481   10.33   1,788,242
                   Band 28   71,787.614   10.26   736,541
                   Band 29   764,198.188   10.23   7,817,747
                   Band 30   260,911.201   10.08   2,629,985
                   Band 31   143,720.972   10.01   1,438,647
                   Band 32   54,035.487   9.87   533,330
                   Band 34   8,473.477   9.70   82,193
                   Band 36   32,073.231   10.49   336,448
                   Band 38   11,380.958   10.46   119,045
                   Band 39   6,700.429   10.36   69,416
                   Band 40   2,661.192   10.29   27,384
                   Band 45   5,275.201   9.72   51,275
    2,645,174.184       $ 26,987,047

250

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING GET U.S. Core Portfolio - Series 5            
                   Contracts in accumulation period:            
                   Band 6   5,583.066   $ 10.48   $ 58,511
                   Band 9   22,018.429   10.39   228,771
                   Band 10   207,668.755   10.36   2,151,448
                   Band 13   688.231   10.29   7,082
                   Band 15   50,019.408   10.22   511,198
                   Band 20   17,197.157   10.27   176,615
                   Band 21   71,929.840   10.20   733,684
                   Band 26   165,203.270   10.70   1,767,675
                   Band 27   30,555.436   10.55   322,360
                   Band 28   19,782.922   10.48   207,325
                   Band 29   542,500.836   10.46   5,674,559
                   Band 30   415,863.678   10.31   4,287,555
                   Band 31   67,669.034   10.24   692,931
                   Band 32   567.094   10.11   5,733
                   Band 38   7,935.078   10.68   84,747
                   Band 39   2,204.905   10.58   23,328
    1,627,387.139       $ 16,933,522
                   ING GET U.S. Core Portfolio - Series 6            
                   Contracts in accumulation period:            
                   Band 6   2,443.827   $ 10.26   $ 25,074
                   Band 9   31,500.010   10.17   320,355
                   Band 10   44,038.582   10.15   446,992
                   Band 12   1,480.352   10.11   14,966
                   Band 13   10,623.802   10.08   107,088
                   Band 15   45,480.122   10.02   455,711
                   Band 19   2,769.706   9.89   27,392
                   Band 20   3,269.863   10.06   32,895
                   Band 21   72,638.036   10.00   726,380
                   Band 26   304,606.840   10.46   3,186,188
                   Band 27   84,645.846   10.33   874,392
                   Band 28   71,192.680   10.26   730,437
                   Band 29   742,324.298   10.24   7,601,401
                   Band 30   219,456.979   10.10   2,216,515
                   Band 31   145,038.369   10.03   1,454,735
                   Band 32   8,361.344   9.91   82,861
                   Band 34   4,503.103   9.76   43,950
                   Band 38   30,983.093   10.44   323,463
                   Band 39   3,116.651   10.35   32,257
                   Band 45   710.890   9.75   6,931
    1,829,184.393       $ 18,709,983

251

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING GET U.S. Core Portfolio - Series 7            
                   Contracts in accumulation period:            
                   Band 6   319.014   $ 10.26   $ 3,273
                   Band 9   84,406.552   10.18   859,259
                   Band 10   33,100.757   10.16   336,304
                   Band 13   9,199.260   10.09   92,821
                   Band 15   32,884.271   10.03   329,829
                   Band 20   7,273.349   10.07   73,243
                   Band 21   37,527.220   10.01   375,647
                   Band 26   147,585.457   10.45   1,542,268
                   Band 27   26,308.880   10.32   271,508
                   Band 28   5,167.101   10.26   53,014
                   Band 29   595,690.902   10.24   6,099,875
                   Band 30   105,189.828   10.11   1,063,469
                   Band 31   82,766.497   10.05   831,803
                   Band 33   1,089.585   9.85   10,732
                   Band 44   691.382   9.84   6,803
    1,169,200.055       $ 11,949,848
                   ING GET U.S. Core Portfolio - Series 8            
                   Contracts in accumulation period:            
                   Band 6   207.214   $ 10.22   $ 2,118
                   Band 9   13,816.063   10.14   140,095
                   Band 10   60,871.650   10.12   616,021
                   Band 13   1,263.392   10.06   12,710
                   Band 15   8,445.045   10.00   84,450
                   Band 21   15,656.132   9.98   156,248
                   Band 26   148,411.581   10.39   1,541,996
                   Band 27   49,332.762   10.27   506,647
                   Band 28   16,779.958   10.21   171,323
                   Band 29   298,520.696   10.19   3,041,926
                   Band 30   52,614.605   10.08   530,355
                   Band 31   48,867.738   10.02   489,655
                   Band 35   286.991   10.48   3,008
                   Band 38   10,087.824   10.38   104,712
    725,161.651       $ 7,401,264

252

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING GET U.S. Core Portfolio - Series 9            
                   Contracts in accumulation period:            
                   Band 9   7,751.992   $ 10.14   $ 78,605
                   Band 10   19,021.741   10.12   192,500
                   Band 13   1,499.205   10.06   15,082
                   Band 15   581.240   10.01   5,818
                   Band 20   4,077.434   10.05   40,978
                   Band 21   990.176   9.99   9,892
                   Band 26   118,126.340   10.38   1,226,151
                   Band 27   68,999.899   10.26   707,939
                   Band 28   58,580.583   10.21   598,108
                   Band 29   158,012.981   10.19   1,610,152
                   Band 30   80,938.293   10.08   815,858
                   Band 31   63,549.837   10.02   636,769
                   Band 32   1,110.944   9.92   11,021
                   Band 39   12,867.566   10.28   132,279
    596,108.231       $ 6,081,152
                   ING GET U.S. Core Portfolio - Series 10            
                   Contracts in accumulation period:            
                   Band 9   15,616.395   $ 10.22   $ 159,600
                   Band 10   48,965.291   10.21   499,936
                   Band 13   13,749.874   10.16   139,699
                   Band 15   398.476   10.10   4,025
                   Band 19   35,162.453   10.00   351,625
                   Band 20   3,182.603   10.14   32,272
                   Band 21   301.818   10.09   3,045
                   Band 26   58,709.038   10.45   613,509
                   Band 27   845.973   10.34   8,747
                   Band 29   138,088.864   10.27   1,418,173
                   Band 30   21,442.665   10.17   218,072
                   Band 31   149,330.702   10.12   1,511,227
                   Band 33   768.645   9.95   7,648
                   Band 35   14,935.915   10.52   157,126
    501,498.712       $ 5,124,704
                   ING GET U.S. Core Portfolio - Series 11            
                   Contracts in accumulation period:            
                   Band 9   13,268.250   $ 10.40   $ 137,990
                   Band 10   39,636.488   10.38   411,427
                   Band 13   2,945.004   10.33   30,422
                   Band 15   77,890.004   10.29   801,488
                   Band 21   95,967.617   10.27   985,587
                   Band 26   113,464.241   10.61   1,203,856
                   Band 27   46,441.318   10.51   488,098
                   Band 28   10,009.463   10.46   104,699
                   Band 29   80,921.053   10.45   845,625
                   Band 30   200,908.557   10.35   2,079,404
                   Band 31   56,042.241   10.30   577,235
                   Band 39   1.345   10.53   14
                   Band 44   4,249.482   10.14   43,090
    741,745.063       $ 7,708,935

253

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING GET U.S. Core Portfolio - Series 12            
                   Contracts in accumulation period:            
                   Band 9   16,959.443   $ 10.35   $ 175,530
                   Band 10   19,592.645   10.34   202,588
                   Band 13   602.670   10.29   6,201
                   Band 15   3,197.037   10.25   32,770
                   Band 19   2,269.727   10.16   23,060
                   Band 21   6,614.772   10.24   67,735
                   Band 26   31,209.589   10.55   329,261
                   Band 27   37,517.229   10.46   392,430
                   Band 29   107,711.251   10.40   1,120,197
                   Band 30   34,878.233   10.31   359,595
                   Band 31   3,902.932   10.26   40,044
                   Band 32   1,547.975   10.18   15,758
                   Band 34   1,610.598   10.08   16,235
    267,614.101       $ 2,781,404
                   ING GET U.S. Core Portfolio - Series 13            
                   Contracts in accumulation period:            
                   Band 9   7,964.697   $ 10.37   $ 82,594
                   Band 10   12,108.847   10.36   125,448
                   Band 15   7,401.902   10.28   76,092
                   Band 26   859,259.831   10.54   9,056,599
                   Band 27   696,696.477   10.46   7,287,445
                   Band 28   396,183.076   10.42   4,128,228
                   Band 29   159,965.408   10.41   1,665,240
                   Band 30   33,813.957   10.33   349,298
                   Band 31   30,530.292   10.29   314,157
                   Band 33   210.228   10.16   2,136
    2,204,134.715       $ 23,087,237
                   ING GET U.S. Core Portfolio - Series 14            
                   Contracts in accumulation period:            
                   Band 9   225,875.635   $ 10.30   $ 2,326,519
                   Band 10   13,587.001   10.29   139,810
                   Band 13   100,852.088   10.26   1,034,742
                   Band 14   11,133.597   10.24   114,008
                   Band 15   74,183.597   10.23   758,898
                   Band 19   1,480.126   10.16   15,038
                   Band 21   2,936.331   10.22   30,009
                   Band 26   1,206,303.034   10.44   12,593,804
                   Band 27   692,684.558   10.37   7,183,139
                   Band 28   200,281.364   10.34   2,070,909
                   Band 29   2,532,980.583   10.33   26,165,689
                   Band 30   1,606,913.297   10.27   16,503,000
                   Band 31   662,892.311   10.24   6,788,017
                   Band 32   50,880.548   10.18   517,964
                   Band 34   238.974   10.10   2,414
    7,383,223.044       $ 76,243,960

254

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING BlackRock Global Science and Technology            
Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 2   11,735.317   $ 6.52   $ 76,514
                   Band 4   44,806.928                            6.51   291,693
                   Band 5   10,621.805                            6.51   69,148
                   Band 6   1,504,064.689                            6.50   9,776,420
                   Band 7   919,097.645                            6.50   5,974,135
                   Band 8   957,500.805                            6.50   6,223,755
                   Band 9   83,613.884                            6.49   542,654
                   Band 10   2,342,949.681                            6.49   15,205,743
                   Band 11   476,360.105                            6.49   3,091,577
                   Band 12   215,733.390                            6.49   1,400,110
                   Band 13   917,208.352                            6.48   5,943,510
                   Band 14   1,504,668.042                            6.48   9,750,249
                   Band 15   878,672.290                            6.48   5,693,796
                   Band 16   91,091.080                            6.47   589,359
                   Band 17   1,051,868.753                            6.47   6,805,591
                   Band 18   65,057.600                            6.47   420,923
                   Band 19   71,493.689                            6.46   461,849
                   Band 20   683,675.765                            6.48   4,430,219
                   Band 21   106,495.124                            6.47   689,023
                   Band 25   1,418.348                            6.52   9,248
                   Band 26   18,328.946                            6.52   119,505
                   Band 27   1,518.530                            6.51   9,886
                   Band 28   1,368.489                            6.50   8,895
                   Band 29   189,035.805                            6.50   1,228,733
                   Band 30   19,449.777                            6.49   126,229
                   Band 31   3,252.472                            6.48   21,076
                   Band 35   7,915.148                            9.58   75,827
                   Band 36   4,010.060                            9.51   38,136
                   Band 37   10,112.377                            9.45   95,562
                   Band 38   95,313.656                            9.49   904,527
                   Band 39   18,200.960                            9.42   171,453
                   Band 40   22,782.227                            9.37   213,469
                   Band 41   25,689.880                            6.49   166,727
                   Band 42   18,453.639                            6.48   119,580
                   Band 43   10,258.187                            6.47   66,370
                   Band 45   13,679.440                            6.45   88,232
                   Band 46   819,580.796                            6.47   5,302,688
                   Band 47   84,560.793                            6.46   546,263
                   Band 50   349.026                            6.48   2,262
                   Band 51   1,602.543                            6.47   10,368
                   Band 52   2,520.755                            6.50   16,385
                   Band 55   14,549.977                            6.50   94,575
                   Band 56   73,729.475                            6.51   479,979
                   Band 57   13,864.185                            6.49   89,979
    13,408,260.435       $ 87,442,222

255

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING Global Equity Option Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 6   85,858.150   $ 7.85   $ 673,986
                   Band 7   772.362                            7.85   6,063
                   Band 8   14,167.294                            7.85   111,213
                   Band 10   84,473.520                            7.84   662,272
                   Band 11   15,326.871                            7.84   120,163
                   Band 13   1,973.694                            7.84   15,474
                   Band 14   9,923.329                            7.84   77,799
                   Band 15   27,777.572                            7.83   217,498
                   Band 17   2,447.572                            7.83   19,164
                   Band 20   3,960.068                            7.84   31,047
                   Band 46   4,524.261                            7.83   35,425
                   Band 56   9,456.033                            7.86   74,324
    260,660.726       $ 2,044,428
                   ING International Index Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 5   184.476   $ 6.07   $ 1,120
                   Band 6   139,687.231                            6.06   846,505
                   Band 7   37,211.637                            6.06   225,503
                   Band 8   94,606.056                            6.06   573,313
                   Band 9   48,599.530                            6.06   294,513
                   Band 10   309,275.992                            6.05   1,871,120
                   Band 11   47,877.488                            6.05   289,659
                   Band 12   3,329.357                            6.05   20,143
                   Band 13   47,456.221                            6.05   287,110
                   Band 14   45,302.286                            6.04   273,626
                   Band 15   72,627.267                            6.04   438,669
                   Band 16   590.349                            6.04   3,566
                   Band 17   31,700.755                            6.03   191,156
                   Band 19   2,085.670                            6.03   12,577
                   Band 20   44,122.965                            6.04   266,503
                   Band 21   2,223.677                            6.04   13,431
                   Band 26   808.621                            6.09   4,925
                   Band 29   4,908.251                            6.06   29,744
                   Band 30   933.570                            6.05   5,648
                   Band 38   1,171.541                            6.08   7,123
                   Band 41   364.980                            6.05   2,208
                   Band 46   29,836.537                            6.03   179,914
                   Band 47   2,335.372                            6.02   14,059
                   Band 56   31,008.829                            6.08   188,534
    998,248.658       $ 6,040,669

256

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING Lehman Brothers U.S. Aggregate Bond Index®            
Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 3   439.343   $ 10.40   $ 4,569
                   Band 4   72,700.692   10.21   742,274
                   Band 5   13,989.673   10.21   142,835
                   Band 6   3,388,764.694   10.20   34,565,400
                   Band 7   1,644,113.767   10.20   16,769,960
                   Band 8   934,343.510   10.19   9,520,960
                   Band 9   89,649.710   10.19   913,531
                   Band 10   2,170,741.349   10.18   22,098,147
                   Band 11   633,677.454   10.18   6,450,836
                   Band 12   374,087.260   10.17   3,804,467
                   Band 13   927,556.735   10.17   9,433,252
                   Band 14   1,356,858.644   10.16   13,785,684
                   Band 15   808,243.272   10.16   8,211,752
                   Band 16   217,147.617   10.15   2,204,048
                   Band 17   1,631,654.741   10.15   16,561,296
                   Band 18   9,633.416   10.14   97,683
                   Band 19   15,170.884   10.14   153,833
                   Band 20   831,230.398   10.17   8,453,613
                   Band 21   122,519.675   10.15   1,243,575
                   Band 25   556.585   10.41   5,794
                   Band 26   33,796.336   10.24   346,074
                   Band 27   10,308.647   10.21   105,251
                   Band 28   6,183.554   10.20   63,072
                   Band 29   229,001.168   10.20   2,335,812
                   Band 30   15,769.010   10.17   160,371
                   Band 31   7,903.074   10.16   80,295
                   Band 34   2,022.634   10.11   20,449
                   Band 35   13,014.326   10.25   133,397
                   Band 36   3,535.006   10.24   36,198
                   Band 37   910.117   10.22   9,301
                   Band 38   174,461.066   10.23   1,784,737
                   Band 39   41,528.288   10.22   424,419
                   Band 40   42,924.775   10.20   437,833
                   Band 41   6,579.659   10.17   66,915
                   Band 42   753.437   10.16   7,655
                   Band 43   10,749.421   10.15   109,107
                   Band 45   7,006.631   10.11   70,837
                   Band 46   989,453.060   10.14   10,033,054
                   Band 47   266,714.475   10.13   2,701,818
                   Band 50   497.007   10.17   5,055
                   Band 55   9,266.325   10.19   94,424
                   Band 56   283,883.401   10.22   2,901,288
                   Band 57   15,669.474   10.18   159,515
                   Band 59   1,958.038   10.14   19,855
                   Band 60   1,197.562   10.19   12,203
    17,418,165.910       $ 177,282,444

257

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units          Unit Value   Extended Value
                   ING Opportunistic Large Cap Growth Portfolio -            
                       Class S            
                   Contracts in accumulation period:            
                   Band 35   13,030.120   $ 6.76   $ 88,084
                   Band 36   4,323.502                            6.67   28,838
                   Band 37   2,439.150                            6.60   16,098
                   Band 38   18,249.715                            8.56   156,218
                   Band 39   4,996.074                            8.47   42,317
                   Band 40   2,205.220                            8.40   18,524
    45,243.781       $ 350,079
                   ING Opportunistic Large Cap Value Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 4   8,815.956   $ 9.32   $ 82,165
                   Band 5   13,266.292                            6.77   89,813
                   Band 6   124,064.620                            7.27   901,950
                   Band 7   299,617.631                            6.70   2,007,438
                   Band 8   14,710.754                            7.24   106,506
                   Band 9   46,935.154                            6.62   310,711
                   Band 10   81,025.849                            8.15   660,361
                   Band 11   121,785.090                            7.21   878,070
                   Band 12   50,830.289                            7.19   365,470
                   Band 13   141,143.629                            6.52   920,256
                   Band 14   181,135.392                            7.16   1,296,929
                   Band 15   37,088.746                            6.45   239,222
                   Band 16   12,132.001                            7.13   86,501
                   Band 17   27,514.701                            7.12   195,905
                   Band 18   4,868.232                            7.10   34,564
                   Band 19   5,964.529                            7.92   47,239
                   Band 20   71,527.316                            8.08   577,941
                   Band 21   21,449.613                            8.02   172,026
                   Band 25   389.936                            7.39   2,882
                   Band 26   88,588.081                            6.95   615,687
                   Band 27   48,304.347                            6.80   328,470
                   Band 28   21,696.109                            6.72   145,798
                   Band 29   58,217.629                            6.69   389,476
                   Band 30   36,393.894                            6.54   238,016
                   Band 31   26,529.714                            6.47   171,647
                   Band 34   2,916.365                            6.16   17,965
                   Band 35   15,540.387                            7.06   109,715
                   Band 36   6,100.961                            6.95   42,402
                   Band 38   22,072.018                            9.78   215,864
                   Band 39   2,090.502                            9.67   20,215
                   Band 40   2,740.734                            9.59   26,284
                   Band 41   2,028.229                            9.07   18,396
                   Band 42   826.700                            8.97   7,415
                   Band 43   27,230.461                            8.90   242,351
    1,625,541.861       $ 11,565,650

258

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units          Unit Value   Extended Value
                   ING Russell™ Global Large Cap Index 85% Portfolio            
                       - Class S            
                   Contracts in accumulation period:            
                   Band 6   88,194.845   $ 8.14   $ 717,906
                   Band 7   3,906.660                            8.14   31,800
                   Band 8   43,885.072                            8.14   357,224
                   Band 10   94,633.092                            8.14   770,313
                   Band 11   11,318.431                            8.14   92,132
                   Band 13   7,874.077                            8.13   64,016
                   Band 14   3,906.852                            8.13   31,763
                   Band 15   9,124.237                            8.13   74,180
                   Band 16   28,522.475                            8.13   231,888
                   Band 17   5,802.652                            8.13   47,176
                   Band 19   2,701.610                            8.12   21,937
                   Band 20   1,013.080                            8.13   8,236
                   Band 46   22,980.860                            8.12   186,605
                   Band 47   996.693                            8.12   8,093
                   Band 56   10,039.199                            8.15   81,819
    334,899.835       $ 2,725,088
                   ING Russell™ Large Cap Index Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 1   3,240.300   $ 6.66   $ 21,580
                   Band 2   5,033.880                            6.73   33,878
                   Band 4   126,808.085                            6.72   852,150
                   Band 5   199.796                            6.72   1,343
                   Band 6   629,227.000                            6.71   4,222,113
                   Band 7   243,154.927                            6.71   1,631,570
                   Band 8   348,627.145                            6.70   2,335,802
                   Band 9   20,920.394                            6.70   140,167
                   Band 10   744,806.133                            6.70   4,990,201
                   Band 11   70,299.313                            6.70   471,005
                   Band 12   38,475.342                            6.69   257,400
                   Band 13   70,824.951                            6.69   473,819
                   Band 14   146,069.919                            6.69   977,208
                   Band 15   185,840.888                            6.68   1,241,417
                   Band 16   2,829.967                            6.68   18,904
                   Band 17   257,464.466                            6.68   1,719,863
                   Band 19   2,411.237                            6.67   16,083
                   Band 20   142,906.617                            6.69   956,045
                   Band 21   11,909.072                            6.68   79,553
                   Band 26   123,949.461                            6.73   834,180
                   Band 27   1,878.705                            6.72   12,625
                   Band 29   42,302.401                            6.71   283,849
                   Band 30   27,289.487                            6.69   182,567
                   Band 41   6,511.906                            6.69   43,565
                   Band 43   475.654                            6.68   3,177
                   Band 46   90,330.663                            6.67   602,506
                   Band 47   14,495.170                            6.66   96,538
                   Band 56   60,191.061                            6.72   404,484
    3,418,473.940       $ 22,903,592

259

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units          Unit Value   Extended Value
                   ING Russell™ Mid Cap Index Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 1   3,286.897   $ 6.04   $ 19,853
                   Band 2   8,721.267                            6.15   53,636
                   Band 4   15,575.751                            6.14   95,635
                   Band 5   1,193.213                            6.14   7,326
                   Band 6   578,346.434                            6.13   3,545,264
                   Band 7   121,498.984                            6.13   744,789
                   Band 8   299,431.278                            6.12   1,832,519
                   Band 9   12,196.098                            6.12   74,640
                   Band 10   1,062,309.843                            6.12   6,501,336
                   Band 11   100,640.739                            6.12   615,921
                   Band 12   20,591.746                            6.11   125,816
                   Band 13   178,288.448                            6.11   1,089,342
                   Band 14   82,850.106                            6.11   506,214
                   Band 15   303,340.226                            6.11   1,853,409
                   Band 16   3,204.807                            6.10   19,549
                   Band 17   282,724.005                            6.10   1,724,616
                   Band 18   2,615.690                            6.10   15,956
                   Band 19   5,140.369                            6.09   31,305
                   Band 20   85,468.520                            6.11   522,213
                   Band 21   44,802.716                            6.10   273,297
                   Band 26   786.278                            6.15   4,836
                   Band 27   111.580                            6.14   685
                   Band 29   16,261.535                            6.13   99,683
                   Band 30   8,333.624                            6.11   50,918
                   Band 31   303.003                            6.11   1,851
                   Band 38   4,221.927                            6.15   25,965
                   Band 41   1,990.617                            6.11   12,163
                   Band 46   269,459.560                            6.09   1,641,009
                   Band 47   79,433.688                            6.09   483,751
                   Band 55   510.261                            6.12   3,123
                   Band 56   104,249.480                            6.14   640,092
                   Band 57   5,181.492                            6.12   31,711
                   Band 59   480.516                            6.09   2,926
    3,703,550.698       $ 22,651,349

260

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING Russell™ Small Cap Index Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 1   836.948   $ 6.97   $ 5,834
                   Band 2   65.143                            6.99   455
                   Band 4   49,476.732                            6.98   345,348
                   Band 5   27,785.350                            6.98   193,942
                   Band 6   1,397,996.182                            6.97   9,744,033
                   Band 7   1,152,601.465                            6.97   8,033,632
                   Band 8   830,338.161                            6.96   5,779,154
                   Band 9   73,382.086                            6.96   510,739
                   Band 10   1,754,101.445                            6.96   12,208,546
                   Band 11   313,012.009                            6.95   2,175,433
                   Band 12   190,367.037                            6.95   1,323,051
                   Band 13   523,435.632                            6.95   3,637,878
                   Band 14   982,146.026                            6.94   6,816,093
                   Band 15   553,373.164                            6.94   3,840,410
                   Band 16   38,918.369                            6.94   270,093
                   Band 17   572,938.068                            6.93   3,970,461
                   Band 18   17,039.609                            6.93   118,084
                   Band 19   42,301.612                            6.93   293,150
                   Band 20   530,429.386                            6.95   3,686,484
                   Band 21   80,987.816                            6.94   562,055
                   Band 25   9,418.439                            7.00   65,929
                   Band 26   23,673.043                            6.99   165,475
                   Band 27   11,986.656                            6.98   83,667
                   Band 28   2,002.871                            6.97   13,960
                   Band 29   124,081.047                            6.97   864,845
                   Band 30   22,724.400                            6.95   157,935
                   Band 31   6,374.731                            6.94   44,241
                   Band 32   49.144                            6.93   341
                   Band 38   11,688.509                            6.99   81,703
                   Band 41   13,065.647                            6.95   90,806
                   Band 42   495.965                            6.94   3,442
                   Band 43   19,856.633                            6.93   137,606
                   Band 44   3,405.915                            6.91   23,535
                   Band 46   473,719.049                            6.93   3,282,873
                   Band 47   81,502.633                            6.92   563,998
                   Band 52   194.238                            6.97   1,354
                   Band 55   473.747                            6.96   3,297
                   Band 56   202,230.658                            6.98   1,411,570
                   Band 57   2,737.617                            6.95   19,026
                   Band 59   1,329.949                            6.93   9,217
    10,142,543.131       $ 70,539,695
 
 
 
 
                                                                                                                               261            

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units          Unit Value   Extended Value
                   ING VP Index Plus LargeCap Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 2   9,336.446   $ 7.49   $ 69,930
                   Band 4   81,989.457                            7.35   602,623
                   Band 5   33,921.471                            7.33   248,644
                   Band 6   1,295,966.356                            7.27   9,421,675
                   Band 7   1,042,303.200                            7.24   7,546,275
                   Band 8   923,149.313                            7.19   6,637,444
                   Band 9   832,109.770                            7.16   5,957,906
                   Band 10   1,568,394.297                            7.13   11,182,651
                   Band 11   269,073.377                            7.11   1,913,112
                   Band 12   219,707.921                            7.08   1,555,532
                   Band 13   1,763,254.322                            7.05   12,430,943
                   Band 14   1,576,522.111                            7.00   11,035,655
                   Band 15   1,099,092.947                            6.97   7,660,678
                   Band 16   81,286.194                            6.92   562,500
                   Band 17   1,195,224.991                            6.89   8,235,100
                   Band 18   20,075.132                            6.87   137,916
                   Band 19   130,306.626                            6.82   888,691
                   Band 20   872,801.083                            7.03   6,135,792
                   Band 21   154,509.153                            6.95   1,073,839
                   Band 26   1,834,630.032                            7.52   13,796,418
                   Band 27   741,256.590                            7.35   5,448,236
                   Band 28   276,746.374                            7.27   2,011,946
                   Band 29   3,152,417.776                            7.24   22,823,505
                   Band 30   1,943,130.250                            7.08   13,757,362
                   Band 31   1,162,616.300                            7.00   8,138,314
                   Band 32   7,911.234                            6.85   54,192
                   Band 33   10,705.967                            6.74   72,158
                   Band 34   7,203.067                            6.67   48,044
                   Band 35   441,506.801                            7.64   3,373,112
                   Band 36   48,227.023                            7.52   362,667
                   Band 37   16,874.360                            7.44   125,545
                   Band 38   347,967.493                            9.49   3,302,212
                   Band 39   96,454.487                            9.39   905,708
                   Band 40   42,022.111                            9.31   391,226
                   Band 41   42,382.535                            8.75   370,847
                   Band 42   27,934.457                            8.65   241,633
                   Band 43   70,852.191                            8.58   607,912
                   Band 44   1,283.246                            7.71   9,894
                   Band 45   27,406.742                            7.60   208,291
                   Band 46   469,351.085                            7.27   3,412,182
                   Band 47   47,358.907                            7.22   341,931
                   Band 49   199,428.132                            6.45   1,286,311
                   Band 56   3,495.008                            6.53   22,822
                   Band 59   438.899                            6.46   2,835
    24,188,625.234       $ 174,412,209

262

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING VP Index Plus MidCap Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 2   4,240.064   $ 8.60   $ 36,465
                   Band 4   115,066.921   9.57   1,101,190
                   Band 5   23,413.179   9.65   225,937
                   Band 6   1,538,831.695   8.44   12,987,740
                   Band 7   588,431.729   9.54   5,613,639
                   Band 8   978,688.043   8.38   8,201,406
                   Band 9   312,338.705   9.43   2,945,354
                   Band 10   1,643,830.905   8.10   13,315,030
                   Band 11   251,096.493   8.32   2,089,123
                   Band 12   117,089.399   8.30   971,842
                   Band 13   813,644.615   9.29   7,558,758
                   Band 14   1,071,677.222   8.24   8,830,620
                   Band 15   721,207.646   9.19   6,627,898
                   Band 16   54,557.263   8.18   446,278
                   Band 17   1,227,732.034   8.16   10,018,293
                   Band 18   1,115.456   8.14   9,080
                   Band 19   34,946.498   7.87   275,029
                   Band 20   375,334.421   8.02   3,010,182
                   Band 21   174,742.232   7.97   1,392,696
                   Band 26   344,428.890   9.91   3,413,290
                   Band 27   144,045.695   9.69   1,395,803
                   Band 28   48,887.069   9.58   468,338
                   Band 29   365,949.871   9.54   3,491,162
                   Band 30   198,220.423   9.32   1,847,414
                   Band 31   129,754.480   9.22   1,196,336
                   Band 32   3,798.187   9.02   34,260
                   Band 33   3,481.791   8.88   30,918
                   Band 34   14,754.892   8.78   129,548
                   Band 35   233,141.638   10.06   2,345,405
                   Band 36   37,691.625   9.91   373,524
                   Band 37   9,834.210   9.80   96,375
                   Band 38   451,301.188   10.42   4,702,558
                   Band 39   117,944.184   10.30   1,214,825
                   Band 40   33,941.163   10.22   346,879
                   Band 41   46,047.367   9.32   429,161
                   Band 42   39,220.782   9.22   361,616
                   Band 43   83,037.186   9.14   758,960
                   Band 44   2,941.736   8.03   23,622
                   Band 45   30,198.664   7.73   233,436
                   Band 46   750,935.146   7.42   5,571,939
                   Band 47   68,891.943   7.38   508,423
                   Band 49   135,918.921   6.31   857,648
                   Band 50   5,008.244   6.85   34,306
                   Band 55   5,177.144   6.89   35,671
                   Band 56   16,369.411   6.60   108,038
    13,368,906.370       $ 115,666,015

263

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                             Division/Contract            Units   Unit Value   Extended Value
                     ING VP Index Plus SmallCap Portfolio - Class S            
                     Contracts in accumulation period:            
                     Band 2   2,384.156   $ 8.53   $ 20,337
                     Band 4   78,222.622   9.55   747,026
                     Band 5   18,584.618   9.97   185,289
                     Band 6   1,200,311.065   8.37   10,046,604
                     Band 7   403,831.281   9.86   3,981,776
                     Band 8   725,122.599   8.31   6,025,769
                     Band 9   268,146.487   9.75   2,614,428
                     Band 10   1,350,204.660   8.01   10,815,139
                     Band 11   220,947.959   8.25   1,822,821
                     Band 12   43,054.378   8.23   354,338
                     Band 13   778,309.898   9.60   7,471,775
                     Band 14   887,215.339   8.18   7,257,421
                     Band 15   505,902.385   9.49   4,801,014
                     Band 16   55,912.411   8.12   454,009
                     Band 17   988,868.306   8.10   8,009,833
                     Band 18   3,915.618   8.08   31,638
                     Band 19   59,409.381   7.79   462,799
                     Band 20   284,208.725   7.94   2,256,617
                     Band 21   116,671.449   7.88   919,371
                     Band 26   259,992.257   10.24   2,662,321
                     Band 27   98,975.684   10.01   990,747
                     Band 28   44,399.685   9.89   439,113
                     Band 29   221,419.533   9.86   2,183,197
                     Band 30   133,845.871   9.64   1,290,274
                     Band 31   104,323.979   9.53   994,208
                     Band 32   2,885.279   9.32   26,891
                     Band 33   2,007.783   9.18   18,431
                     Band 34   5,057.258   9.07   45,869
                     Band 35   112,142.310   10.39   1,165,159
                     Band 36   8,669.630   10.24   88,777
                     Band 37   4,555.746   10.12   46,104
                     Band 38   211,658.532   10.49   2,220,298
                     Band 39   39,446.258   10.38   409,452
                     Band 40   14,706.052   10.29   151,325
                     Band 41   41,369.706   9.30   384,738
                     Band 42   29,427.845   9.20   270,736
                     Band 43   95,117.942   9.13   868,427
                     Band 44   3,587.509   7.96   28,557
                     Band 45   17,431.726   7.64   133,178
                     Band 46   634,598.382   7.04   4,467,573
                     Band 47   59,154.773   7.00   414,083
                     Band 49   105,119.404   6.26   658,047
                     Band 52   240.789   6.59   1,587
                     Band 55   3,008.152   6.57   19,764
                     Band 56   52,284.885   7.10   371,223
    10,296,650.307       $ 88,628,083

264

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract        Units   Unit Value   Extended Value
                   ING VP Small Company Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 2   1,362.107   $ 7.17   $ 9,766
                   Band 4   12,098.038   7.16   86,622
                   Band 5   2,476.782   7.15   17,709
                   Band 6   686,734.080   7.15   4,910,149
                   Band 7   366,888.436   7.15   2,623,252
                   Band 8   469,428.052   7.14   3,351,716
                   Band 9   15,038.801   7.14   107,377
                   Band 10   1,110,458.021   7.14   7,928,670
                   Band 11   175,100.748   7.13   1,248,468
                   Band 12   49,664.743   7.13   354,110
                   Band 13   703,122.842   7.13   5,013,266
                   Band 14   369,315.216   7.12   2,629,524
                   Band 15   317,964.824   7.12   2,263,910
                   Band 16   38,694.834   7.12   275,507
                   Band 17   456,277.945   7.11   3,244,136
                   Band 18   76.830   7.11   546
                   Band 19   83,826.399   7.11   596,006
                   Band 20   123,785.226   7.13   882,589
                   Band 21   9,512.926   7.12   67,732
                   Band 26   57,125.423   7.17   409,589
                   Band 27   44,143.940   7.16   316,071
                   Band 28   1,199.761   7.15   8,578
                   Band 29   17,444.173   7.15   124,726
                   Band 30   9,187.286   7.13   65,505
                   Band 31   1,880.076   7.12   13,386
                   Band 34   354.883   7.09   2,516
                   Band 35   38,103.100   10.54   401,607
                   Band 36   15,958.733   10.39   165,811
                   Band 37   3,638.081   10.28   37,399
                   Band 38   211,208.904   11.93   2,519,722
                   Band 39   66,562.746   11.80   785,440
                   Band 40   3,952.540   11.70   46,245
                   Band 41   574.129   7.13   4,094
                   Band 42   803.413   7.12   5,720
                   Band 43   10,600.541   7.11   75,370
                   Band 46   259,587.782   7.11   1,845,669
                   Band 47   79,231.163   7.10   562,541
                   Band 51   492.671   7.11   3,503
                   Band 56   66,240.325   7.16   474,281
                   Band 57   751.597   7.13   5,359
    5,880,868.117       $ 43,484,187

265

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING WisdomTreeSM Global High-Yielding Equity            
                       Index Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 2   236.854   $ 6.04   $ 1,431
                   Band 4   24,116.823   6.09   146,871
                   Band 5   50.078   6.02   301
                   Band 6   4,193,381.263   6.08   25,495,758
                   Band 7   252,301.988   6.08   1,533,996
                   Band 8   1,417,424.558   6.07   8,603,767
                   Band 9   19,770.786   6.07   120,009
                   Band 10   8,258,859.365   6.06   50,048,688
                   Band 11   712,855.355   6.06   4,319,903
                   Band 12   51,243.117   6.06   310,533
                   Band 13   996,625.202   6.05   6,029,582
                   Band 14   996,600.979   6.05   6,029,436
                   Band 15   2,551,491.350   6.05   15,436,523
                   Band 16   87,362.336   6.04   527,669
                   Band 17   1,266,237.000   6.04   7,648,071
                   Band 18   2,276.068   6.03   13,725
                   Band 19   7,761.521   6.03   46,802
                   Band 20   590,055.749   6.05   3,569,837
                   Band 21   20,629.046   6.04   124,599
                   Band 26   2,749.207   6.04   16,605
                   Band 29   10,450.973   6.01   62,810
                   Band 30   815.512   6.00   4,893
                   Band 35   39,610.525   6.12   242,416
                   Band 36   8,488.193   6.10   51,778
                   Band 38   46,057.911   6.10   280,953
                   Band 39   15,434.233   6.09   93,994
                   Band 40   11,508.354   6.08   69,971
                   Band 41   4,040.730   6.00   24,244
                   Band 46   1,557,930.383   6.03   9,394,320
                   Band 47   403,111.885   6.02   2,426,734
                   Band 54   4,395.546   6.04   26,549
                   Band 56   369,199.026   6.09   2,248,422
                   Band 57   17,821.422   6.06   107,998
                   Band 60   1,487.463   6.07   9,029
    23,942,380.801       $ 145,068,217
                   ING VP International Value Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 35   132,342.998   $ 11.26   $ 1,490,182
                   Band 36   22,384.040   11.10   248,463
                   Band 37   12,551.484   10.99   137,941
                   Band 38   407,629.885   12.29   5,009,771
                   Band 39   146,518.589   12.16   1,781,666
                   Band 40   18,963.511   12.06   228,700
    740,390.507       $ 8,896,723

266

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING VP MidCap Opportunities Portfolio - Class S            
                   Currently payable annuity contracts:   921.707   $ 6.79   $ 6,258
                   Contracts in accumulation period:            
                   Band 1   33,839.254   6.50   219,955
                   Band 2   477,170.801   6.79   3,239,990
                   Band 3   2,777.508   6.61   18,359
                   Band 4   183,120.724   6.66   1,219,584
                   Band 5   186,891.525   6.63   1,239,091
                   Band 6   4,769,927.681   6.58   31,386,124
                   Band 7   4,001,366.104   6.56   26,248,962
                   Band 8   3,224,477.759   6.51   20,991,350
                   Band 9   809,490.377   6.48   5,245,498
                   Band 10   2,677,394.591   6.45   17,269,195
                   Band 11   4,131,153.362   6.43   26,563,316
                   Band 12   1,136,532.030   6.40   7,273,805
                   Band 13   2,730,319.829   6.38   17,419,441
                   Band 14   4,356,549.585   6.33   27,576,959
                   Band 15   576,020.918   6.31   3,634,692
                   Band 16   89,280.735   6.26   558,897
                   Band 17   1,518,336.803   6.23   9,459,238
                   Band 18   38,987.517   6.21   242,112
                   Band 19   187,910.461   6.16   1,157,528
                   Band 20   1,851,370.754   6.35   11,756,204
                   Band 21   180,807.586   6.28   1,135,472
                   Band 22   1,197.099   6.48   7,757
                   Band 23   13,983.677   6.48   90,614
                   Band 24   129.946   7.06   917
                   Band 25   85,632.741   6.84   585,728
                   Band 26   13,766.691   6.50   89,483
                   Band 27   2,864.301   6.48   18,561
                   Band 28   3,182.644   6.48   20,624
                   Band 29   26,884.082   6.47   173,940
                   Band 30   3,759.183   6.46   24,284
                   Band 31   3,230.310   6.45   20,835
                   Band 35   56,383.113   9.73   548,608
                   Band 36   11,130.671   9.60   106,854
                   Band 37   1,409.001   9.50   13,386
                   Band 38   258,709.308   11.41   2,951,873
                   Band 39   32,638.112   11.29   368,484
                   Band 40   7,397.421   11.20   82,851
                   Band 41   1,082.087   6.46   6,990
                   Band 42   333.364   6.45   2,150
                   Band 43   2,296.236   6.44   14,788
                   Band 44   323.362   6.43   2,079
                   Band 46   452,475.239   8.61   3,895,812
                   Band 47   33,559.138   8.55   286,931
                   Band 56   29,829.230   6.49   193,592
                   Band 57   9,781.528   6.46   63,189
    34,216,626.095       $ 223,432,360

267

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract        Units   Unit Value   Extended Value
                   ING VP SmallCap Opportunities Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 2   2,785.009   $ 5.85   $ 16,292
                   Band 4   20,110.209   5.74   115,433
                   Band 5   105,140.117   5.72   601,401
                   Band 6   1,257,982.266   5.68   7,145,339
                   Band 7   1,241,548.069   5.65   7,014,747
                   Band 8   243,159.340   5.61   1,364,124
                   Band 9   81,596.084   5.59   456,122
                   Band 10   749,439.625   5.57   4,174,379
                   Band 11   420,053.318   5.54   2,327,095
                   Band 12   376,713.170   5.52   2,079,457
                   Band 13   732,042.438   5.50   4,026,233
                   Band 14   1,431,239.828   5.46   7,814,569
                   Band 15   248,211.752   5.44   1,350,272
                   Band 16   38,815.457   5.40   209,603
                   Band 17   675,838.879   5.37   3,629,255
                   Band 18   24,092.452   5.35   128,895
                   Band 19   96,247.458   5.31   511,074
                   Band 20   886,018.615   5.48   4,855,382
                   Band 21   108,307.845   5.42   587,029
                   Band 25   52,429.281   5.90   309,333
                   Band 26   3,749.909   9.43   35,362
                   Band 27   428.970   9.32   3,998
                   Band 28   685.100   9.27   6,351
                   Band 29   4,363.335   9.25   40,361
                   Band 30   8,447.404   9.15   77,294
                   Band 31   882.957   9.10   8,035
                   Band 35   32,671.420   5.97   195,048
                   Band 36   5,247.090   5.88   30,853
                   Band 38   68,491.590   11.04   756,147
                   Band 39   13,608.310   10.92   148,603
                   Band 40   4,831.183   10.84   52,370
                   Band 41   3,287.499   9.15   30,081
                   Band 42   83.033   9.08   754
                   Band 43   8,681.601   9.03   78,395
                   Band 44   362.624   8.91   3,231
                   Band 46   155,144.891   8.22   1,275,291
                   Band 47   17,959.640   8.17   146,730
    9,120,697.768       $ 51,604,938
 
 
 
 
                                                                                                                               268            

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
                                                           Division/Contract            Units   Unit Value   Extended Value
                   ING VP Balanced Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 4   2,972.770   $ 7.73   $ 22,980
                   Band 7   11,793.447   7.68   90,574
                   Band 9   59,994.586   7.65   458,959
                   Band 10   16,820.829   7.64   128,511
                   Band 13   10,036.377   7.61   76,377
                   Band 15   14,277.071   7.58   108,220
                   Band 20   775.507   7.60   5,894
                   Band 21   27,215.923   7.57   206,025
                   Band 26   44,099.629   7.79   343,536
                   Band 27   14,734.398   7.73   113,897
                   Band 28   3,819.731   7.69   29,374
                   Band 29   60,388.526   7.68   463,784
                   Band 30   19,505.172   7.62   148,629
                   Band 31   24,620.709   7.59   186,871
                   Band 32   2,473.173   7.53   18,623
                   Band 34   427.737   7.46   3,191
                   Band 35   54,571.746   10.25   559,360
                   Band 36   7,381.210   10.14   74,845
                   Band 37   13,190.171   10.05   132,561
                   Band 38   230,198.849   9.87   2,272,063
                   Band 39   55,562.171   9.76   542,287
                   Band 40   19,557.781   9.68   189,319
                   Band 41   16,564.601   7.62   126,222
                   Band 42   3,315.682   7.58   25,133
                   Band 43   9,617.415   7.55   72,611
    723,915.211       $ 6,399,846
                   ING VP Intermediate Bond Portfolio - Class S            
                   Contracts in accumulation period:            
                   Band 1   7,552.108   $ 11.65   $ 87,982
                   Band 2   58,000.508   11.49   666,426
                   Band 3   332.857   11.23   3,738
                   Band 4   410,808.392   11.30   4,642,135
                   Band 5   105,256.436   11.26   1,185,187
                   Band 6   14,692,504.660   11.19   164,409,127
                   Band 7   3,181,205.250   11.15   35,470,439
                   Band 8   7,875,077.447   11.08   87,255,858
                   Band 9   1,103,078.673   11.04   12,177,989
                   Band 10   21,077,749.450   11.00   231,855,244
                   Band 11   2,254,148.761   10.96   24,705,470
                   Band 12   570,876.390   10.93   6,239,679
                   Band 13   6,841,165.399   10.89   74,500,291
                   Band 14   8,478,762.976   10.82   91,740,215
                   Band 15   5,718,407.053   10.78   61,644,428
                   Band 16   949,444.717   10.71   10,168,553
                   Band 17   5,918,589.514   10.67   63,151,350
                   Band 18   110,251.397   10.63   1,171,972
                   Band 19   115,151.209   10.56   1,215,997

269

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ING VP Intermediate Bond Portfolio - Class S            
                       (continued)            
                   Band 20   2,271,230.735   $ 10.85   $ 24,642,853
                   Band 21   401,439.683   10.74   4,311,462
                   Band 25   32,544.702   11.57   376,542
                   Band 26   1,471,381.092   9.87   14,522,531
                   Band 27   525,103.218   9.76   5,125,007
                   Band 28   173,034.984   9.70   1,678,439
                   Band 29   2,359,809.385   9.68   22,842,955
                   Band 30   1,236,734.463   9.57   11,835,549
                   Band 31   780,146.582   9.52   7,426,995
                   Band 32   43,426.322   9.42   409,076
                   Band 33   11,136.462   9.35   104,126
                   Band 34   49,209.127   9.29   457,153
                   Band 35   451,148.619   11.69   5,273,927
                   Band 36   83,654.260   11.53   964,534
                   Band 37   27,343.538   11.42   312,263
                   Band 38   4,087,995.855   10.62   43,414,516
                   Band 39   867,103.989   10.51   9,113,263
                   Band 40   364,084.306   10.42   3,793,758
                   Band 41   40,982.714   9.58   392,614
                   Band 42   46,592.660   9.51   443,096
                   Band 43   235,008.018   9.45   2,220,826
                   Band 44   5,595.630   9.32   52,151
                   Band 45   16,866.163   9.27   156,349
                   Band 46   7,660,459.852   9.43   72,238,136
                   Band 47   966,669.709   9.37   9,057,695
                   Band 49   134,135.013   9.14   1,225,994
                   Band 50   27,901.943   9.68   270,091
                   Band 51   22,926.699   9.61   220,326
                   Band 52   7,985.057   9.77   78,014
                   Band 53   3,623.682   9.71   35,186
                   Band 54   11,623.158   9.63   111,931
                   Band 55   54,804.825   9.74   533,799
                   Band 56   721,576.799   8.92   6,436,465
                   Band 57   6,015.901   8.88   53,421
                   Band 58   953.044   8.85   8,434
                   Band 59   374.227   8.83   3,304
                   Band 60   2,927.812   8.88   25,999
                   Band 64   366.814   9.08   3,331
    104,672,280.239       $ 1,122,464,191
                   Legg Mason Partners Variable International All Cap            
                       Opportunity Portfolio            
                   Contracts in accumulation period:            
                   Band 22   155.268   $ 10.52   $ 1,633
                   Band 23   3,625.515   10.31   37,379
    3,780.783       $ 39,012

270

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   Legg Mason Partners Variable Investors Portfolio            
                   Contracts in accumulation period:            
                   Band 22   555.225   $ 6.19   $ 3,437
                   Band 23   11,345.235   6.17   70,000
    11,900.460       $ 73,437
                   Legg Mason Partners Variable High Income Portfolio            
                   Contracts in accumulation period:            
                   Band 22   141.069   $ 11.92   $ 1,682
                   Band 23   4,205.864   11.67   49,082
    4,346.933       $ 50,764
                   Legg Mason Partners Variable Money Market            
                       Portfolio            
                   Contracts in accumulation period:            
                   Band 23   1,680.171   $ 13.54   $ 22,750
 
                   Oppenheimer Main Street Small Cap Fund®/VA -            
                       Service Class            
                   Contracts in accumulation period:            
                   Band 35   26,846.182   $ 11.63   $ 312,221
                   Band 36   3,029.267   11.55   34,988
                   Band 37   867.141   11.48   9,955
                   Band 38   34,470.601   11.52   397,101
                   Band 39   3,297.267   11.44   37,721
                   Band 40   2,594.999   11.38   29,531
    71,105.457       $ 821,517
                   PIMCO Real Return Portfolio - Administrative Class            
                   Contracts in accumulation period:            
                   Band 35   179,788.321   $ 10.18   $ 1,830,245
                   Band 36   50,390.521   10.10   508,944
                   Band 37   2,540.246   10.05   25,529
                   Band 38   403,614.193   10.08   4,068,431
                   Band 39   69,453.660   10.01   695,231
                   Band 40   38,837.459   9.95   386,433
    744,624.400       $ 7,514,813
                   Pioneer Equity Income VCT Portfolio - Class II            
                   Contracts in accumulation period:            
                   Band 35   216,782.324   $ 10.12   $ 2,193,837
                   Band 36   30,143.507   9.98   300,832
                   Band 37   24,244.514   9.87   239,293
                   Band 38   713,196.574   11.28   8,044,857
                   Band 39   183,805.263   11.16   2,051,267
                   Band 40   44,585.940   11.07   493,566
    1,212,758.122       $ 13,323,652

271

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   Pioneer Small Cap Value VCT Portfolio - Class II            
                   Contracts in accumulation period:            
                   Band 4   16,392.576   $ 5.99   $ 98,192
                   Band 7   3,282.921                            5.96   19,566
                   Band 9   47,104.190                            5.94   279,799
                   Band 10   15,624.831                            5.93   92,655
                   Band 13   10,802.949                            5.91   63,845
                   Band 15   20,256.344                            5.88   119,107
                   Band 20   2,260.086                            5.90   13,335
                   Band 21   14,233.546                            5.88   83,693
                   Band 26   81,892.066                            6.04   494,628
                   Band 27   49,497.344                            5.99   296,489
                   Band 28   4,989.283                            5.97   29,786
                   Band 29   71,279.985                            5.96   424,829
                   Band 30   35,266.174                            5.92   208,776
                   Band 31   19,339.786                            5.89   113,911
                   Band 32   282.125                            5.85   1,650
                   Band 33   948.033                            5.82   5,518
                   Band 34   556.074                            5.79   3,220
                   Band 41   1,163.005                            5.92   6,885
                   Band 42   1,647.360                            5.89   9,703
                   Band 43   3,766.145                            5.86   22,070
                   Band 45   219.991                            5.78   1,272
    400,804.814       $ 2,388,929

272

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ProFund VP Bull            
                   Contracts in accumulation period:            
                   Band 4   106.501   $ 6.39   $ 681
                   Band 5   6,123.590                            6.36   38,946
                   Band 6   178,757.333                            6.31   1,127,959
                   Band 7   417,520.496                            6.29   2,626,204
                   Band 8   55,097.338                            6.24   343,807
                   Band 9   9,218.849                            6.21   57,249
                   Band 10   153,083.719                            6.19   947,588
                   Band 11   105,710.637                            6.17   652,235
                   Band 12   77,466.412                            6.14   475,644
                   Band 13   169,003.351                            6.12   1,034,301
                   Band 14   571,347.418                            6.07   3,468,079
                   Band 15   30,664.651                            6.05   185,521
                   Band 16   1,006.408                            6.00   6,038
                   Band 17   130,327.855                            5.98   779,361
                   Band 18   17,847.274                            5.95   106,191
                   Band 19   22,956.262                            5.91   135,672
                   Band 20   272,166.038                            6.09   1,657,491
                   Band 21   10,875.352                            6.02   65,470
                   Band 26   2,122.366                            6.53   13,859
                   Band 27   920.625                            6.38   5,874
                   Band 28   116.724                            6.31   737
                   Band 29   19,260.393                            6.29   121,148
                   Band 30   2,210.818                            6.14   13,574
                   Band 31   564.468                            6.07   3,426
                   Band 38   8.513                            7.15   61
                   Band 41   2,251.394                            8.22   18,506
                   Band 45   86.253                            7.19   620
                   Band 46   23,667.121                            6.96   164,723
    2,280,488.159       $ 14,050,965

273

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ProFund VP Europe 30            
                   Contracts in accumulation period:            
                   Band 4   7,465.072   $ 7.27   $ 54,271
                   Band 5   6,271.320   7.24   45,404
                   Band 6   152,071.253   7.19   1,093,392
                   Band 7   176,707.297   7.16   1,265,224
                   Band 8   40,964.921   7.10   290,851
                   Band 9   7,317.169   7.08   51,806
                   Band 10   111,818.494   7.05   788,320
                   Band 11   103,741.866   7.02   728,268
                   Band 12   51,596.681   6.99   360,661
                   Band 13   74,237.350   6.97   517,434
                   Band 14   262,465.876   6.91   1,813,639
                   Band 15   76,510.369   6.88   526,391
                   Band 16   12,238.284   6.83   83,587
                   Band 17   125,338.899   6.80   852,305
                   Band 18   1,003.696   6.78   6,805
                   Band 19   15,188.012   6.72   102,063
                   Band 20   98,592.065   6.94   684,229
                   Band 21   15,064.226   6.86   103,341
                   Band 25   363.886   7.47   2,718
                   Band 26   8,225.493   7.44   61,198
                   Band 27   161.165   7.27   1,172
                   Band 28   306.955   7.19   2,207
                   Band 29   9,169.200   7.16   65,651
                   Band 30   1,645.150   6.99   11,500
                   Band 31   6,106.951   6.91   42,199
                   Band 41   404.567   10.32   4,175
                   Band 42   2,933.289   10.21   29,949
                   Band 43   1,784.978   10.12   18,064
                   Band 46   25,278.168   7.50   189,586
                   Band 47   5,574.569   7.45   41,531
    1,400,547.221       $ 9,837,941

274

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   ProFund VP Rising Rates Opportunity            
                   Contracts in accumulation period:            
                   Band 2   589.251   $ 4.74   $ 2,793
                   Band 4   7,278.613                            4.68   34,064
                   Band 5   1,824.334                            4.67   8,520
                   Band 6   402,662.228                            4.64   1,868,353
                   Band 7   238,350.486                            4.63   1,103,563
                   Band 8   230,570.872                            4.60   1,060,626
                   Band 9   49,778.828                            4.59   228,485
                   Band 10   369,402.666                            4.58   1,691,864
                   Band 11   144,442.028                            4.57   660,100
                   Band 12   26,318.714                            4.55   119,750
                   Band 13   175,732.907                            4.54   797,827
                   Band 14   312,095.022                            4.52   1,410,669
                   Band 15   112,208.133                            4.50   504,937
                   Band 16   13,970.304                            4.48   62,587
                   Band 17   173,124.765                            4.47   773,868
                   Band 18   2,581.742                            4.45   11,489
                   Band 19   18,341.910                            4.43   81,255
                   Band 20   248,146.850                            4.53   1,124,105
                   Band 21   32,374.160                            4.49   145,360
                   Band 26   38,391.684                            4.75   182,360
                   Band 27   7,020.013                            4.68   32,854
                   Band 28   6,804.938                            4.64   31,575
                   Band 29   85,737.197                            4.63   396,963
                   Band 30   22,248.178                            4.55   101,229
                   Band 31   25,040.569                            4.52   113,183
                   Band 41   10,634.481                            4.55   48,387
                   Band 42   13,366.530                            4.51   60,283
                   Band 43   4,655.826                            4.47   20,812
                   Band 44   783.933                            4.66   3,653
                   Band 45   4,048.753                            4.65   18,827
                   Band 46   87,871.633                            5.47   480,658
                   Band 47   3,956.886                            5.43   21,486
    2,870,354.434       $ 13,202,485
                   Wells Fargo Advantage Asset Allocation Fund            
                   Contracts in accumulation period:            
                   Band 6   25,207.679   $ 9.65   $ 243,254
                   Band 10   112,730.976                            9.52   1,073,199
                   Band 14   49,587.503                            9.40   466,123
                   Band 17   21,233.678                            9.30   197,473
                   Band 46   1,118.378                            8.28   9,260
    209,878.214       $ 1,989,309

275

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
                   Wells Fargo Advantage C&B Large Cap Value Fund            
                   Contracts in accumulation period:            
                   Band 6   1,929.472   $ 9.01   $ 17,385
                   Band 10   10,801.462   8.89   96,025
                   Band 14   6,092.924   8.78   53,496
                   Band 15   2,288.816   8.75   20,027
                   Band 17   2,348.342   8.68   20,384
                   Band 46   3,362.011   7.50   25,215
    26,823.027       $ 232,532
                   Wells Fargo Advantage Equity Income Fund            
                   Contracts in accumulation period:            
                   Band 10   10,643.002   $ 8.97   $ 95,468
                   Band 14   8,281.079   8.85   73,288
                   Band 17   33,166.679   8.76   290,540
                   Band 20   5,740.396   8.87   50,917
                   Band 46   2,495.696   7.56   18,867
    60,326.852       $ 529,080
                   Wells Fargo Advantage Large Company Growth Fund            
                   Contracts in accumulation period:            
                   Band 6   1,364.185   $ 7.02   $ 9,577
                   Band 10   61,500.022   6.93   426,195
                   Band 14   29,984.577   6.84   205,095
                   Band 15   9,066.897   6.82   61,836
                   Band 17   64,807.126   6.76   438,096
                   Band 20   8,505.615   6.85   58,263
                   Band 21   419.797   6.80   2,855
                   Band 46   16,172.005   6.53   105,603
    191,820.224       $ 1,307,520
                   Wells Fargo Advantage Money Market Fund            
                   Contracts in accumulation period:            
                   Band 10   2,280.973   $ 10.60   $ 24,178
                   Band 14   1,757.038   10.46   18,379
    4,038.011       $ 42,557
                   Wells Fargo Advantage Small Cap Growth Fund            
                   Contracts in accumulation period:            
                   Band 6   2,220.962   $ 9.82   $ 21,810
                   Band 10   15,389.617   9.69   149,125
                   Band 14   8,501.248   9.56   81,272
                   Band 17   15,439.188   9.46   146,055
                   Band 20   1,804.673   9.59   17,307
                   Band 46   437.961   8.28   3,626
    43,793.649       $ 419,195

276

ING USA ANNUITY AND LIFE INSURANCE COMPANY        
SEPARATE ACCOUNT B            
Notes to Financial Statements            
 
 
 
Division/Contract   Units   Unit Value   Extended Value
Wells Fargo Advantage Total Return Bond Fund            
Contracts in accumulation period:            
Band 6   18,859.093   $ 11.34   $ 213,862
Band 10   30,595.458   11.20   342,669
Band 14   22,762.067   11.05   251,521
Band 15   1,943.477   11.02   21,417
Band 17   5,835.857   10.93   63,786
Band 46   12,866.809   10.52   135,359
    92,862.761       $ 1,028,614

Bands   Products
Band 1   Golden VAC 80, ING GoldenSelect DVA 080
Band 2   Global Syndicate, Golden VAC 100, ING GoldenSelect DVA, ING GoldenSelect DVA 100
Band 3   ING GoldenSelect DVA Series 100
Band 4   ING GoldenSelect DVA Plus - Standard (pre February 2000), ING SmartDesign Signature
    Variable Annuity Option Package I, ING Golden Select DVA Plus 125, ING SmartDesign
    Signature Variable Annuity 125
Band 5   ING GoldenSelect DVA Plus - Standard (post January 2000 & post 2000), ING Golden Select
    DVA Plus 130
Band 6   First Union Variable Annuity, Fleet Premium Plus 140, ING GoldenSelect DVA Plus - Annual
    Ratchet (pre February 2000) & 5.5% Solution (pre February 2000 and post January 2000), ING
    GoldenSelect Access - Standard (pre February 2000), ING GoldenSelect Premium Plus -
    Standard (pre February 2000), ING GoldenSelect ES II (pre 2001), ING GoldenSelect ES II -
    Standard (post 2000), Generations - Standard, ING GoldenSelect Opportunities - Standard,
WellsFargo ING Opportunities - Standard, ING Golden Select DVA Plus 140, ING
    GoldenSelect Access 140, ING GoldenSelect ESII 140, ING GoldenSelect Generations
    Variable Annuity 140, ING GoldenSelect Opportunities Variable 140, ING GoldenSelect
    Premium Plus 140, Wells Fargo ING Opportunities Variable Annuity 140
Band 7   Fleet Premium Plus 145, ING GoldenSelect DVA Plus - Annual Ratchet (post January 2000),
    ING GoldenSelect DVA Plus - 5.5% Solution (post 2000), ING GoldenSelect Access -
    Standard (post January 2000 and post 2000), ING GoldenSelect Premium Plus - Standard (post
    January 2000 and post 2000), ING GoldenSelect ES II - Deferred Ratchet (post 2000), ING
    GoldenSelect Generations - Deferred Ratchet, ING GoldenSelect Opportunities Variable 145;
    ING SmartDesign Signature Variable Annuity 145, Wells Fargo ING Opportunities Variable
    Annuity 145, Fleet Premium Plus 145, ING Golden Select DVA Plus 145, ING GoldenSelect
    Access 145, ING GoldenSelect ESII 145, ING GoldenSelect Generations Variable Annuity
    145, ING GoldenSelect Opportunities Variable 145, ING GoldenSelect Premium Plus 145,
    ING SmartDesign Signature Variable Annuity 145, Wells Fargo ING Opportunities Variable
    Annuity 145
Band 8   Fleet Premium Plus 155, ING Golden Select DVA Plus 155, ING Golden Select DVA Plus -
    7% Solution (pre February 2000), ING Golden Select DVA Plus - Annual Ratchet (post 2000),
    ING GoldenSelect DVA Plus - Max 5.5 (post January 2000), ING GoldenSelect Access -
Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ING
    GoldenSelect Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre
    February 2000), ING GoldenSelect ES II - 5.5% Solution (post 2000), Opportunities - 5.5%
    Solution; Wells Fargo ING Opportunities Variable Annuity 155, ING GoldenSelect Access
    155, ING GoldenSelect ESII 155, ING GoldenSelect Generations Variable Annuity 155, ING
    GoldenSelect Opportunities Variable 155, ING GoldenSelect Premium Plus 155
 
 
 
    277

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                           

Bands   Products
Band 9   Fleet Premium Plus 160, ING GoldenSelect DVA Plus - Max 5.5 (post 2000), ING
    GoldenSelect Access - Annual Ratchet (post January 2000), ING Golden Select Access - 5.5%
    Solution (post January 2000 and post 2000), ING GoldenSelect Premium Plus - Annual
    Ratchet (post January 2000), ING GoldenSelect Premium Plus - 5.5% Solution (post January
    2000 and post 2000), ING SmartDesign Advantage Variable Annuity 160, ING SmartDesign
    Signature Variable Annuity 160, ING Golden Select DVA Plus 160, ING GoldenSelect Access
    160, ING GoldenSelect Premium Plus 160
Band 10   ING GoldenSelect DVA Plus - 7% Solution (post January 2000 and post 2000), ING
    GoldenSelect ES II - Annual Ratchet (post 2000), ING GoldenSelect Generations - Annual
    Ratchet, ING GoldenSelect Landmark - Standard, ING GoldenSelect Legends – Standard,
    Wells Fargo ING Landmark - Standard, Wells Fargo ING Landmark Variable Annuity 165,
    ING GoldenSelect Opportunities - Annual Ratchet, WellsFargo ING Opportunities - Annual
    Ratchet, ING SmartDesign Advantage Variable Annuity 165, ING Golden Select DVA Plus
    165, ING GoldenSelect ESII 165, ING GoldenSelect Generations Variable Annuity 165, ING
    GoldenSelect Landmark Variable Annuity 165, ING GoldenSelect Legends - Standard, ING
    GoldenSelect Opportunities Variable 165, ING Simplicity Variable Annuity125, Wells Fargo
    ING Opportunities Variable Annuity 165
Band 11   Fleet Premium Plus 170, ING GoldenSelect Access - 7% Solution (pre February 2000), ING
    GoldenSelect Access - Annual Ratchet (post 2000), ING GoldenSelect Access - Max 5.5 (post
    January 2000), ING GoldenSelect DVA Plus - Annual Ratchet (post 2000), ING Golden Select
    DVA Plus 155, ING GoldenSelect ES II - Max 5.5 (post 2000), ING GoldenSelect Premium
    Plus - 7% Solution (pre February 2000), ING GoldenSelect Premium Plus - Annual Ratchet
    (post 2000), ING Golden Select Premium Plus - Max 5.5 (post January 2000), ING Golden
    Select Opportunities - Max 5.5, Wells Fargo Opportunities - Max 5.5, ING GoldenSelect
    Access 170, ING GoldenSelect ESII 170, ING GoldenSelect Generations Variable Annuity
    170, ING GoldenSelect Opportunities Variable 170, ING GoldenSelect Premium Plus 170,
    Wells Fargo ING Opportunities Variable Annuity 170
Band 12   ING Golden Select Access - Max 5.5 (post 2000), ING Golden Select DVA Plus - Max 7 (post
    January 2000 and post 2000), ING GoldenSelect Premium Plus - Max 5.5 (post 2000), ING
    GoldenSelect ES II - 7% Solution (post 2000), ING GoldenSelect Generations - 7% Solution,
    ING Golden Select Opportunities - 7% Solution, Wells Fargo ING Opportunities Variable
Annuity 175, ING Golden Select DVA Plus 175, ING GoldenSelect Access 175, ING
    GoldenSelect DVA Plus, ING GoldenSelect ESII 175, ING GoldenSelect Generations Variable
    Annuity 175, ING GoldenSelect Opportunities Variable 175, ING GoldenSelect Premium Plus
    175
Band 13   ING GoldenSelect Access - 7% Solution (post January 2000 and post 2000), ING
    GoldenSelect Access - Standard (post April 2001), ING GoldenSelect Generations Variable
    Annuity 150, ING GoldenSelect Premium Plus - 7% Solution (post January 2000 and post
    2000), ING GoldenSelect Landmark - 5.5% Solution, ING SmartDesign Advantage Variable
    Annuity, Wells Fargo ING Landmark - 5.5% Solution, Wells Fargo ING Opportunities
Variable Annuity 180, Fleet Premium Plus 180, ING GoldenSelect Access 180, ING
GoldenSelect ESII 180, ING GoldenSelect Generations Variable Annuity 180, ING
    GoldenSelect Landmark Variable Annuity 180, ING GoldenSelect Opportunities Variable 180,
    ING GoldenSelect Premium Plus 180, ING SmartDesign Advantage Variable Annuity 180,
    Wells Fargo ING Landmark Variable Annuity 180
Band 14   Fleet Premium Plus 190, ING GoldenSelect Access - Max 7 (post January 2000 and post
    2000), ING GoldenSelect Landmark - Annual Ratchet, ING GoldenSelect Legends – Quarterly,
ING GoldenSelect Premium Plus - Max 7 (post January 2000 and post 2000), ING
    GoldenSelect Premium Plus, ING GoldenSelect Premium Plus (Citigroup/Smith Barney),
Wells Fargo ING Landmark - Annual Ratchet, ING GoldenSelect Access 190, ING
    GoldenSelect Landmark Variable Annuity 190, ING GoldenSelect Legends - Quarterly, ING
GoldenSelect Premium Plus 190, Wells Fargo ING Landmark Variable Annuity 190
 
 
    278

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                           

Bands   Products
Band 15   ING GoldenSelect Access - 5.5% Solution (post April 2001), ING GoldenSelect ES II 195,
    ING GoldenSelect Generations Variable Annuity 195, ING GoldenSelect Landmark - Max 5.5,
    ING GoldenSelect Legends –WA Combo, ING Golden Select Opportunities Variable 195,
    ING GoldenSelect Opportunities Variable 195, ING GoldenSelect Premium Plus 195, ING
SmartDesign Advantage, ING SmartDesign Advantage Variable Annuity 195, ING
    SmartDesign Signature Variable Annuity, ING SmartDesign Signature Variable Annuity 195,
    Wells Fargo ING Landmark - Max 5.5, Wells Fargo ING Opportunities Variable Annuity 195,
    ING GoldenSelect Access 195, ING GoldenSelect Landmark Variable Annuity 195, ING
    SmartDesign Signature Variable Annuity 195, Wells Fargo ING Landmark Variable Annuity
    195
Band 16   ING GoldenSelect Access - Annual Ratchet (post April 2001), ING GoldenSelect Landmark
    Variable Annuity 205, Wells Fargo ING Landmark Variable Annuity 205, ING GoldenSelect
    Access 205, ING GoldenSelect Legends 205
Band 17   ING GoldenSelect Access - Max 5.5 (post April 2001), ING GoldenSelect Landmark
    (Citigroup/Smith Barney), ING GoldenSelect Landmark - Max 7, ING GoldenSelect Legends –
    Combo, ING GoldenSelect Premium Plus 210, Wells Fargo ING Landmark Variable Annuity,
    Wells Fargo Landmark - Max 7, ING GoldenSelect Access 210, ING GoldenSelect Landmark
    Variable Annuity 210, Wells Fargo ING Landmark Variable Annuity 210
Band 18   ING GoldenSelect Access - 7% Solution (post April 2001), ING GoldenSelect Access 215
Band 19   ING GoldenSelect Access, ING GoldenSelect Access (Citigroup/Smith Barney), ING
    GoldenSelect Access - Max 7 (post April 2001) ING SmartDesign Advantage Variable
    Annuity 225, ING GoldenSelect Access 225
Band 20   ING GoldenSelect ESII, ING GoldenSelect ES II - Max 7 (post 2000), ING GoldenSelect
    Generations, ING GoldenSelect Generations - Max 7, ING GoldenSelect Opportunities, ING
    GoldenSelect Opportunities - Max 7, ING SmartDesign Advantage Variable Annuity 185,
    Wells Fargo ING Opportunities Variable Annuity, Wells Fargo ING Opportunities - Max 7,
    ING GoldenSelect ESII 185, ING GoldenSelect Generations Variable Annuity 185, ING
    GoldenSelect Opportunities Variable 185, Wells Fargo ING Opportunities Variable Annuity
    185
Band 21   ING GoldenSelect Landmark - 7% Solution, ING SmartDesign Advantage Variable Annuity
    200, Wells Fargo ING Landmark - 7% Solution, ING GoldenSelect Landmark Variable
    Annuity 200, Wells Fargo ING Landmark Variable Annuity 200
Band 22   Granite PrimElite - Standard, ING GoldenSelect Granite PrimElite 125
Band 23   ING GoldenSelect Granite PrimElite - Annual Ratchet; ING GoldenSelect Granite PrimElite
    140
Band 24   ING GoldenSelect Access One
Band 25   ING GoldenSelect Value
Band 26   ING SmartDesign Variable Annuity Option I, ING SmartDesign Variable Annuity 095
Band 27   ING SmartDesign Variable Annuity Option II, ING SmartDesign Variable Annuity 125
Band 28   ING SmartDesign Variable Annuity, ING SmartDesign Variable Annuity Option III, ING
    SmartDesign Variable Annuity 140
Band 29   ING SmartDesign Variable Annuity Bonus Option I, ING SmartDesign Variable Annuity 145
Band 30   ING SmartDesign Variable Annuity Bonus Option II, ING SmartDesign Variable Annuity 175
Band 31   ING SmartDesign Variable Annuity Bonus Option III, ING SmartDesign Variable Annuity 190
Band 32   ING SmartDesign Advantage Bonus Option I, ING SmartDesign Advantage Variable Annuity
    220
Band 33   ING SmartDesign Advantage Bonus Option II, ING SmartDesign Advantage Variable Annuity
    240
 
 
 
    279

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements                                                                                         

Bands   Products
Band 34   ING SmartDesign Advantage Bonus Option III, ING SmartDesign Advantage Variable
    Annuity 255
Band 35   ING Rollover Choice Option I (prior to August 7, 2003), ING Focus VA Option I, ING Focus
    Variable Annuity 075, ING Rollover Choice 075
Band 36   ING Rollover Choice Option II (prior to August 7, 2003), ING Focus VA Option I, ING Focus
    VA Option II, ING Focus Variable Annuity 095, ING Rollover Choice 095
Band 37   ING Rollover Choice Option III (prior to August 7, 2003), ING Rollover Choice 110
Band 38   ING Rollover Choice Option I, ING Rollover Choice 100
Band 39   ING Rollover Choice Option II, ING Rollover Choice 120
Band 40   ING Rollover Choice Option III, ING Rollover Choice 135
Band 41   ING SmartDesign Signature Option I, ING SmartDesign Signature Variable Annuity 175
Band 42   ING SmartDesign Signature Option II, ING SmartDesign Signature Variable Annuity 210
Band 43   ING SmartDesign Signature Option III
Band 44   ING SmartDesign Advantage Variable Annuity 245
Band 45   ING SmartDesign Advantage Variable Annuity 260
Band 46   ING GoldenSelect Landmark Variable Annuity 220, ING GoldenSelect Legends 220, Wells
    Fargo ING Landmark Variable Annuity 220
Band 47   ING GoldenSelect Access 235
Band 49   ING Simplicity Variable Annuity 200
Band 50   ING Architect Variable Annuity 180
Band 51   ING Architect Variable Annuity 210
Band 52   ING Architect Variable Annuity 145
Band 53   ING Architect Variable Annuity 170
Band 54   ING Architect Variable Annuity 200
Band 55   ING Architect Variable Annuity 155
Band 56   ING Architect Variable Annuity 115
Band 57   ING Architect Variable Annuity 170
Band 58   ING Architect Variable Annuity 195
Band 59   ING Architect Variable Annuity 225
Band 60   ING Architect Variable Annuity 160
Band 61   ING Architect Variable Annuity 185
Band 62   ING Architect Variable Annuity 215
Band 64   ING Architect Variable Annuity 200
 
 
 
 
    280

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

10.   Financial Highlights
 
    A summary of unit values, units outstanding and net assets for variable annuity Contracts, expense ratios, excluding expenses of
    underlying Funds, investment income ratios, and total return for the years ended December 31, 2008, 2007, 2006, 2005 and 2004,
    follows:

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
AIM V.I. Leisure Fund - Series I Shares                                                
2008   2,328   $6.53   to   $8.11   $17,862   1.00%   0.95%   to   2.60%   -44.54%   to   -43.60%
2007   3,083   $11.74   to   $14.38   $42,305   1.58%   0.95%   to   2.60%   -3.39%   to   -1.78%
2006   3,723   $12.12   to   $14.64   $52,417   1.08%   0.95%   to   2.60%   21.32%   to   23.44%
2005   4,687   $9.96   to   $11.86   $53,911   1.11%   0.95%   to   2.60%   -3.68%   to   -2.15%
2004   4,713   $10.86   to   $12.18   $55,920   0.37%   0.95%   to   2.60%   10.48%   to   12.33%
BlackRock Global Allocation V.I. Fund - Class III                                                
2008   49,903   $7.92   to   $8.02   $397,800   (e)   0.95%   to   2.60%       (e)    
2007   (e)       (e)       (e)   (e)       (e)           (e)    
2006   (e)       (e)       (e)   (e)       (e)           (e)    
2005   (e)       (e)       (e)   (e)       (e)           (e)    
2004   (e)       (e)       (e)   (e)       (e)           (e)    
Columbia Asset Allocation Fund, Variable Series -                                                
Class A                                                
2008   23   $11.19   to   $11.45   $262   3.66%   1.40%   to   1.80%   -29.62%   to   -29.36%
2007   41   $15.82   to   $16.21   $668   2.48%   1.40%   to   1.90%   7.11%   to   7.64%
2006   36   $14.77   to   $15.06   $540   2.44%   1.40%   to   1.90%   9.65%   to   10.25%
2005   38   $13.47   to   $13.66   $523   2.49%   1.40%   to   1.90%   4.65%   to   5.08%
2004   46   $12.91   to   $13.00   $601   2.33%   1.40%   to   1.80%   8.03%   to   8.42%
Columbia Federal Securities Fund, Variable Series -                                                
Class A                                                
2008   2   $11.69   to   $11.93   $27   9.35%   1.45%   to   1.80%   6.18%   to   6.52%
2007   7   $11.01   to   $11.23   $80   6.21%   1.40%   to   1.80%   4.26%   to   4.76%
2006   8   $10.56   to   $10.72   $81   5.54%   1.40%   to   1.80%   1.83%   to   2.29%
2005   8   $10.37   to   $10.48   $85   5.71%   1.40%   to   1.80%   0.78%   to   1.06%
2004   9   $10.29   to   $10.37   $90   5.65%   1.40%   to   1.80%   2.38%   to   2.78%
 
 
 
 
            281                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
Columbia Large Cap Growth Fund, Variable Series -                                                
Class A                                                
2008   34   $7.52   to   $7.67   $258   0.27%   1.40%   to   1.90%   -41.57%   to   -41.26%
2007   37   $12.87   to   $13.06   $484   0.39%   1.40%   to   1.90%   13.49%   to   14.16%
2006   48   $11.34   to   $11.44   $547   0.35%   1.40%   to   1.90%   8.21%   to   8.65%
2005   49   $10.48   to   $10.53   $515   (b)   1.40%   to   1.90%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
Columbia Small Cap Value Fund, Variable Series -                                                
Class B                                                
2008   10,670   $8.24   to   $14.06   $141,739   0.46%   0.95%   to   2.45%   -29.89%   to   -28.85%
2007   13,631   $11.74   to   $19.82   $256,889   0.27%   0.95%   to   2.60%   -5.11%   to   -3.56%
2006   16,991   $12.34   to   $20.60   $335,177   0.34%   0.95%   to   2.60%   16.24%   to   18.25%
2005   20,661   $10.59   to   $17.48   $348,817   -   0.95%   to   2.60%   3.09%   to   4.17%
2004   14,445   $16.50   to   $16.78   $240,424   0.50%   1.25%   to   2.25%   19.83%   to   21.00%
Columbia Small Company Growth Fund, Variable                                                
Series - Class A                                                
2008   4   $11.79   to   $12.07   $51   -   1.40%   to   1.80%   -41.89%   to   -41.63%
2007   4   $20.29   to   $20.68   $91   -   1.40%   to   1.80%   11.42%   to   11.84%
2006   4   $18.21   to   $18.49   $82   -   1.40%   to   1.80%   10.36%   to   10.85%
2005   5   $16.50   to   $16.68   $78   -   1.40%   to   1.80%   0.86%   to   1.28%
2004   5   $16.36   to   $16.47   $81   -   1.40%   to   1.80%   9.50%   to   9.95%
Fidelity® VIP Equity-Income Portfolio - Service Class 2                                                
2008   22,259   $6.01   to   $9.10   $167,056   2.07%   0.75%   to   2.60%   -44.30%   to   -43.24%
2007   28,026   $11.47   to   $16.08   $373,387   1.66%   0.75%   to   2.60%   -1.39%   to   0.50%
2006   28,119   $11.61   to   $16.03   $376,023   2.91%   0.75%   to   2.60%   16.83%   to   19.05%
2005   24,383   $10.48   to   $13.50   $276,545   1.36%   0.75%   to   2.60%   2.87%   to   4.79%
2004   22,427   $10.58   to   $12.92   $245,414   1.17%   0.75%   to   2.60%   8.40%   to   10.38%
Fidelity® VIP Contrafund® Portfolio - Service Class 2                                                
2008   72,902   $5.89   to   $11.12   $656,498   0.94%   0.75%   to   2.60%   -44.18%   to   -43.14%
2007   57,227   $12.58   to   $19.59   $922,587   0.87%   0.75%   to   2.60%   14.18%   to   16.41%
2006   39,889   $10.97   to   $16.87   $561,251   1.09%   0.75%   to   2.60%   8.54%   to   10.61%
2005   20,525   $11.89   to   $15.29   $267,908   0.04%   0.75%   to   2.60%   13.64%   to   15.83%
2004   3,777   $10.75   to   $13.24   $46,859   0.15%   0.75%   to   2.60%   12.23%   to   14.31%
 
 
 
            282                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
Franklin Small Cap Value Securities Fund - Class 2                                                
2008   611   $11.40   to   $11.94   $7,246   1.14%   0.75%   to   1.35%   -33.92%   to   -33.50%
2007   479   $17.21   to   $18.00   $8,548   0.71%   0.75%   to   1.35%   -3.75%   to   -3.14%
2006   304   $17.83   to   $18.63   $5,563   0.60%   0.75%   to   1.35%   15.42%   to   16.12%
2005   152   $15.41   to   $16.08   $2,400   0.59%   0.75%   to   1.35%   7.34%   to   7.94%
2004   69   $14.39   to   $14.94   $1,018   0.16%   0.75%   to   1.35%   22.57%   to   22.82%
ING AllianceBernstein Mid Cap Growth Portfolio -                                                
Service Class                                                
2008   17,268   $5.84   to   $12.76   $191,587   -   0.90%   to   2.60%   -47.80%   to   -46.90%
2007   20,249   $11.37   to   $24.03   $431,682   -   0.90%   to   2.60%   7.97%   to   9.88%
2006   21,366   $10.48   to   $22.11   $423,458   -   0.80%   to   2.60%   -0.88%   to   0.96%
2005   23,276   $10.58   to   $21.90   $465,921   -   0.80%   to   2.60%   4.46%   to   6.00%
2004   26,948   $18.17   to   $20.66   $517,639   -   0.80%   to   2.25%   16.85%   to   18.53%
ING AllianceBernstein Mid Cap Growth Portfolio -                                                
Service 2 Class                                                
2008   925   $5.95   to   $12.28   $8,864   -   1.40%   to   2.20%   -47.72%   to   -47.25%
2007   1,039   $11.38   to   $23.28   $18,868   -   1.40%   to   2.20%   8.28%   to   9.14%
2006   1,116   $10.51   to   $21.33   $18,807   -   1.40%   to   2.20%   -0.66%   to   0.19%
2005   986   $10.58   to   $21.29   $17,341   -   1.40%   to   2.20%   4.45%   to   5.14%
2004   680   $10.78   to   $20.25   $12,840   -   1.40%   to   2.10%   17.19%   to   17.66%
ING American Funds Asset Allocation Portfolio                                                
2008   20,680   $7.13   to   $7.21   $148,369   (e)   0.95%   to   2.60%       (e)    
2007   (e)       (e)       (e)   (e)       (e)           (e)    
2006   (e)       (e)       (e)   (e)       (e)           (e)    
2005   (e)       (e)       (e)   (e)       (e)           (e)    
2004   (e)       (e)       (e)   (e)       (e)           (e)    
ING American Funds Bond Portfolio                                                
2008   28,568   $8.77   to   $9.04   $252,168   (e)   0.75%   to   2.60%       (e)    
2007   (e)       (e)       (e)   (e)       (e)           (e)    
2006   (e)       (e)       (e)   (e)       (e)           (e)    
2005   (e)       (e)       (e)   (e)       (e)           (e)    
2004   (e)       (e)       (e)   (e)       (e)           (e)    
 
 
 
            283                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING American Funds Growth Portfolio                                                
2008   181,107   $5.72   to   $9.09   $1,544,265   0.86%   0.75%   to   2.60%   -45.73%   to   -44.72%
2007   156,541   $12.02   to   $16.46   $2,455,766   0.26%   0.75%   to   2.60%   8.83%   to   10.93%
2006   138,030   $10.99   to   $14.87   $1,979,019   0.18%   0.75%   to   2.60%   6.76%   to   8.77%
2005   113,508   $10.57   to   $13.69   $1,516,773   -   0.75%   to   2.60%   12.69%   to   14.48%
2004   72,179   $10.64   to   $11.96   $854,063   0.01%   0.95%   to   2.60%   9.04%   to   10.84%
ING American Funds Growth-Income Portfolio                                                
2008   127,441   $6.36   to   $8.98   $1,074,885   1.56%   0.75%   to   2.60%   -39.84%   to   -38.66%
2007   114,229   $11.40   to   $14.67   $1,595,008   1.00%   0.75%   to   2.60%   1.81%   to   3.73%
2006   100,590   $11.15   to   $14.17   $1,374,118   0.69%   0.75%   to   2.60%   11.59%   to   13.72%
2005   84,695   $10.10   to   $12.48   $1,031,247   0.35%   0.75%   to   2.60%   2.55%   to   4.26%
2004   55,830   $10.60   to   $11.97   $661,150   0.16%   0.95%   to   2.60%   6.94%   to   8.72%
ING American Funds International Portfolio                                                
2008   80,618   $5.75   to   $12.94   $953,776   1.98%   0.75%   to   2.60%   -43.93%   to   -42.92%
2007   72,838   $13.49   to   $22.71   $1,548,000   0.88%   0.75%   to   2.60%   16.30%   to   18.47%
2006   58,897   $11.54   to   $19.20   $1,078,309   0.71%   0.75%   to   2.60%   15.21%   to   17.53%
2005   43,010   $10.99   to   $16.38   $683,490   0.49%   0.75%   to   2.60%   17.83%   to   19.82%
2004   23,418   $11.16   to   $13.67   $316,864   0.22%   0.95%   to   2.60%   15.64%   to   17.45%
ING American Funds World Allocation Portfolio -                                                
Service Class                                                
2008   1,447   $9.05   to   $9.09   $13,128   (e)   1.00%   to   2.35%       (e)    
2007   (e)       (e)       (e)   (e)       (e)           (e)    
2006   (e)       (e)       (e)   (e)       (e)           (e)    
2005   (e)       (e)       (e)   (e)       (e)           (e)    
2004   (e)       (e)       (e)   (e)       (e)           (e)    
ING BlackRock Large Cap Growth Portfolio -                                                
Institutional Class                                                
2008   22   $5.89   to   $5.95   $131   -   0.75%   to   1.35%   -39.71%   to   -39.35%
2007   25   $9.77   to   $9.81   $244   (d)   0.75%   to   1.35%       (d)    
2006   (d)       (d)       (d)   (d)       (d)           (d)    
2005   (d)       (d)       (d)   (d)       (d)           (d)    
2004   (d)       (d)       (d)   (d)       (d)           (d)    
 
 
 
            284                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING BlackRock Large Cap Growth Portfolio - Service                                                
Class                                                
2008   12,227   $6.41   to   $8.22   $94,345   -   0.75%   to   2.60%   -40.61%   to   -39.55%
2007   11,875   $10.92   to   $13.69   $153,507   -   0.75%   to   2.60%   3.98%   to   5.97%
2006   11,782   $10.38   to   $12.92   $145,523   -   0.75%   to   2.60%   4.34%   to   6.25%
2005   12,937   $10.88   to   $12.16   $151,911   -   0.80%   to   2.60%   7.76%   to   9.39%
2004   1,738   $10.69   to   $11.08   $18,861   -   0.90%   to   2.25%   8.64%   to   10.03%
ING BlackRock Large Cap Value Portfolio - Service                                                
Class                                                
2008   3,077   $7.26   to   $9.62   $27,597   0.31%   0.90%   to   2.35%   -36.86%   to   -35.91%
2007   4,072   $11.46   to   $15.01   $57,552   0.41%   0.90%   to   2.60%   1.59%   to   3.33%
2006   5,107   $11.24   to   $14.53   $70,539   0.59%   0.80%   to   2.60%   13.51%   to   15.32%
2005   3,466   $10.53   to   $12.64   $42,124   -   0.80%   to   2.45%   2.92%   to   4.46%
2004   3,468   $11.64   to   $12.10   $40,913   0.27%   0.80%   to   2.25%   8.99%   to   10.53%
ING BlackRock Large Cap Value Portfolio - Service 2                                                
Class                                                
2008   220   $7.69   to   $11.21   $2,212   0.15%   1.40%   to   2.20%   -36.86%   to   -36.31%
2007   270   $12.18   to   $17.60   $4,303   0.23%   1.40%   to   2.20%   1.84%   to   2.62%
2006   291   $11.96   to   $17.15   $4,559   0.51%   1.40%   to   2.20%   13.69%   to   14.64%
2005   225   $10.52   to   $14.96   $3,132   -   1.40%   to   2.20%   2.92%   to   3.60%
2004   170   $10.63   to   $14.44   $2,421   0.19%   1.40%   to   2.10%   9.33%   to   9.81%
ING Evergreen Health Sciences Portfolio - Service                                                
Class                                                
2008   18,362   $6.98   to   $9.33   $164,749   0.14%   0.90%   to   2.60%   -30.52%   to   -29.35%
2007   16,047   $11.93   to   $13.21   $205,635   0.13%   0.80%   to   2.60%   5.72%   to   7.68%
2006   16,005   $11.22   to   $12.28   $192,226   -   0.80%   to   2.60%   10.88%   to   12.96%
2005   14,969   $10.26   to   $10.96   $160,600   0.01%   0.80%   to   2.60%   7.63%   to   9.37%
2004   2,972   $9.82   to   $9.94   $29,371   (a)   0.95%   to   2.60%       (a)    
ING Evergreen Omega Portfolio - Service Class                                                
2008   1,030   $8.12   to   $9.47   $8,916   0.14%   0.75%   to   2.55%   -29.38%   to   -28.09%
2007   701   $11.48   to   $13.17   $8,527   0.08%   0.75%   to   2.55%   8.85%   to   10.77%
2006   950   $10.53   to   $11.89   $10,532   -   0.75%   to   2.60%   2.84%   to   4.85%
2005   748   $10.22   to   $11.34   $7,994   -   0.75%   to   2.60%   1.72%   to   2.95%
2004   290   $10.42   to   $10.52   $3,037   (a)   0.95%   to   2.25%       (a)    
 
 
            285                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Evergreen Omega Portfolio - Service 2 Class                                                
2008   94   $8.13   to   $8.74   $802   -   1.40%   to   2.20%   -29.18%   to   -28.65%
2007   109   $11.48   to   $12.25   $1,301   -   1.40%   to   2.20%   9.02%   to   9.87%
2006   122   $10.53   to   $11.15   $1,331   -   1.40%   to   2.20%   3.03%   to   4.01%
2005   91   $10.22   to   $10.72   $961   -   1.40%   to   2.20%   1.63%   to   2.29%
2004   30   $10.43   to   $10.48   $317   (a)   1.40%   to   2.10%       (a)    
ING FMRSM Diversified Mid Cap Portfolio - Service                                                
Class                                                
2008   59,892   $6.23   to   $10.82   $581,082   0.72%   0.50%   to   2.60%   -40.75%   to   -39.42%
2007   65,165   $12.21   to   $17.86   $1,061,996   0.15%   0.50%   to   2.60%   11.47%   to   13.53%
2006   43,307   $10.93   to   $15.29   $627,079   -   0.80%   to   2.60%   9.06%   to   11.10%
2005   43,185   $10.18   to   $13.79   $569,837   -   0.80%   to   2.60%   14.35%   to   15.88%
2004   21,954   $11.22   to   $11.90   $252,365   0.13%   0.90%   to   2.25%   21.30%   to   22.93%
ING FMRSM Diversified Mid Cap Portfolio - Service 2                                                
Class                                                
2008   2,176   $8.54   to   $13.02   $25,387   0.38%   1.40%   to   2.20%   -40.57%   to   -40.14%
2007   2,406   $14.37   to   $21.75   $47,072   0.01%   1.40%   to   2.20%   11.74%   to   12.69%
2006   2,079   $12.86   to   $19.30   $36,090   -   1.40%   to   2.20%   9.35%   to   10.22%
2005   1,777   $11.76   to   $17.51   $28,369   -   1.40%   to   2.20%   14.30%   to   15.12%
2004   666   $11.82   to   $15.21   $9,744   0.22%   1.40%   to   2.10%   21.57%   to   22.07%
ING Focus 5 Portfolio - Service Class                                                
2008   22,447   $5.76   to   $6.42   $130,749   2.64%   0.75%   to   2.35%   -44.40%   to   -43.67%
2007   9,583   $10.36   to   $10.42   $99,541   (d)   1.00%   to   2.35%       (d)    
2006   (d)       (d)       (d)   (d)       (d)           (d)    
2005   (d)       (d)       (d)   (d)       (d)           (d)    
2004   (d)       (d)       (d)   (d)       (d)           (d)    
ING Franklin Income Portfolio - Service Class                                                
2008   37,779   $7.10   to   $7.84   $288,417   3.41%   0.95%   to   2.60%   -31.12%   to   -29.89%
2007   31,117   $10.83   to   $11.20   $342,076   1.18%   0.95%   to   2.60%   -0.09%   to   1.64%
2006   14,383   $10.84   to   $11.02   $156,693   (c)   0.95%   to   2.60%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
 
 
 
            286                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Franklin Income Portfolio - Service 2 Class                                        
2008   770   $7.52   to   $7.68   $5,852   3.40%   1.40%   to   2.20%   -30.95% to -30.43%
2007   824   $10.89   to   $11.04   $9,020   1.27%   1.40%   to   2.20%   0.28% to 1.10%
2006   268   $10.86   to   $10.92   $2,916   (c)   1.40%   to   2.20%   (c)
2005   (c)       (c)       (c)   (c)       (c)       (c)
2004   (c)       (c)       (c)   (c)       (c)       (c)
ING Franklin Mutual Shares Portfolio - Service Class                                        
2008   20,205   $6.38   to   $7.35   $146,314   3.71%   0.95%   to   2.60%   -39.44% to -38.34%
2007   16,820   $11.79   to   $11.92   $199,485   (d)   0.95%   to   2.60%   (d)
2006   (d)       (d)       (d)   (d)       (d)       (d)
2005   (d)       (d)       (d)   (d)       (d)       (d)
2004   (d)       (d)       (d)   (d)       (d)       (d)
ING Franklin Templeton Founding Strategy Portfolio -                                        
Service Class                                        
2008   112,503   $5.97   to   $6.81   $684,019   0.13%   0.75%   to   2.60%   -37.36% to -36.31%
2007   54,307   $9.53   to   $9.64   $520,590   (d)   0.95%   to   2.60%   (d)
2006   (d)       (d)       (d)   (d)       (d)       (d)
2005   (d)       (d)       (d)   (d)       (d)       (d)
2004   (d)       (d)       (d)   (d)       (d)       (d)
ING Global Real Estate Portfolio - Service Class                                        
2008   16,758   $5.69   to   $7.30   $118,550   -   0.75%   to   2.60%   -42.79% to -41.83%
2007   11,754   $11.74   to   $12.55   $145,395   3.55%   0.95%   to   2.60%   -9.70% to -8.19%
2006   5,601   $12.93   to   $13.67   $76,113   (c)   0.95%   to   2.60%   (c)
2005   (c)       (c)       (c)   (c)       (c)       (c)
2004   (c)       (c)       (c)   (c)       (c)       (c)
ING Global Real Estate Portfolio - Service 2 Class                                        
2008   239   $7.03   to   $7.18   $1,695   -   1.40%   to   2.20%   -42.61% to -42.19%
2007   222   $12.25   to   $12.42   $2,736   3.30%   1.40%   to   2.20%   -9.46% to -8.68%
2006   133   $13.53   to   $13.60   $1,807   (c)   1.40%   to   2.20%   (c)
2005   (c)       (c)       (c)   (c)       (c)       (c)
2004   (c)       (c)       (c)   (c)       (c)       (c)
 
 
 
 
            287                            

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Global Resources Portfolio - Service Class                                                
2008   23,618   $5.92   to   $30.99   $547,001   2.07%   0.80%   to   2.60%   -42.56%   to   -41.47%
2007   20,069   $14.96   to   $52.95   $828,047   0.01%   0.80%   to   2.60%   29.83%   to   32.18%
2006   16,489   $11.47   to   $40.06   $529,809   0.18%   0.80%   to   2.60%   18.24%   to   20.44%
2005   13,480   $13.27   to   $33.26   $373,920   0.72%   0.80%   to   2.60%   34.63%   to   36.65%
2004   8,900   $19.26   to   $24.34   $187,945   0.95%   0.80%   to   2.25%   4.05%   to   5.55%
ING Global Resources Portfolio - Service 2 Class                                                
2008   1,367   $12.40   to   $19.08   $22,531   1.65%   1.40%   to   2.20%   -42.38%   to   -41.90%
2007   1,436   $21.52   to   $32.84   $41,169   -   1.40%   to   2.20%   30.19%   to   31.20%
2006   1,445   $16.53   to   $25.03   $31,781   0.10%   1.40%   to   2.20%   18.49%   to   19.47%
2005   1,203   $13.95   to   $20.95   $22,547   0.75%   1.40%   to   2.20%   34.72%   to   35.69%
2004   688   $10.54   to   $15.44   $10,201   1.36%   1.40%   to   2.10%   4.23%   to   4.75%
ING International Growth Opportunities Portfolio -                                                
Service Class                                                
2008   7,265   $6.79   to   $8.08   $53,169   1.16%   0.90%   to   2.35%   -53.49%   to   -52.78%
2007   9,113   $14.57   to   $17.11   $142,378   1.13%   0.90%   to   2.35%   15.70%   to   17.35%
2006   11,623   $12.58   to   $14.58   $155,944   1.62%   0.90%   to   2.35%   18.73%   to   20.50%
2005   14,319   $10.59   to   $12.10   $160,706   2.39%   0.90%   to   2.35%   8.06%   to   9.50%
2004   17,199   $9.80   to   $11.15   $177,640   0.92%   0.80%   to   2.25%   14.09%   to   15.78%
ING International Growth Opportunities Portfolio -                                                
Service 2 Class                                                
2008   460   $7.12   to   $10.19   $4,451   1.05%   1.40%   to   2.20%   -53.56%   to   -53.17%
2007   521   $15.33   to   $21.76   $10,823   1.02%   1.40%   to   2.20%   15.70%   to   16.61%
2006   584   $13.25   to   $18.66   $10,449   1.54%   1.40%   to   2.20%   18.73%   to   19.77%
2005   673   $11.16   to   $15.58   $10,090   2.55%   1.40%   to   2.20%   8.00%   to   8.72%
2004   646   $11.37   to   $14.33   $9,037   1.23%   1.40%   to   2.10%   14.35%   to   14.92%
ING Janus Contrarian Portfolio - Service Class                                                
2008   48,636   $5.19   to   $9.72   $407,973   0.63%   0.90%   to   2.60%   -50.31%   to   -49.44%
2007   46,762   $14.17   to   $19.24   $784,615   -   0.90%   to   2.60%   17.74%   to   19.78%
2006   10,578   $11.99   to   $16.07   $149,666   0.42%   0.90%   to   2.60%   19.84%   to   22.00%
2005   6,969   $11.34   to   $13.19   $81,462   0.06%   0.90%   to   2.60%   12.73%   to   14.58%
2004   6,384   $10.03   to   $11.52   $65,678   -   0.90%   to   2.55%   14.50%   to   16.05%
 
 
 
            288                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Janus Contrarian Portfolio - Service 2 Class                                                
2008   1,646   $8.18   to   $13.56   $18,745   0.42%   1.40%   to   2.20%   -50.18%   to   -49.78%
2007   1,722   $16.42   to   $27.00   $39,413   -   1.40%   to   2.20%   18.13%   to   19.10%
2006   370   $13.90   to   $22.67   $7,234   0.34%   1.40%   to   2.20%   20.14%   to   21.10%
2005   225   $11.57   to   $18.72   $3,755   0.07%   1.40%   to   2.20%   13.00%   to   13.80%
2004   136   $11.31   to   $16.45   $2,177   -   1.40%   to   2.10%   14.73%   to   15.28%
ING JPMorgan Emerging Markets Equity Portfolio -                                                
Adviser Class                                                
2008   1,298   $11.95   to   $18.85   $20,686   2.26%   1.40%   to   2.20%   -52.41%   to   -52.04%
2007   1,430   $25.11   to   $39.30   $47,813   0.89%   1.40%   to   2.20%   35.15%   to   36.32%
2006   1,436   $18.58   to   $28.83   $35,277   0.49%   1.40%   to   2.20%   32.71%   to   33.78%
2005   1,054   $14.00   to   $21.55   $19,778   0.08%   1.40%   to   2.20%   31.71%   to   32.62%
2004   467   $11.10   to   $16.25   $7,217   0.63%   1.40%   to   2.10%   15.52%   to   16.07%
ING JPMorgan Emerging Markets Equity Portfolio -                                                
Service Class                                                
2008   35,629   $4.91   to   $13.05   $414,868   2.61%   0.75%   to   2.60%   -52.55%   to   -51.67%
2007   35,157   $18.01   to   $27.00   $867,350   0.89%   0.80%   to   2.60%   34.89%   to   37.40%
2006   27,668   $13.29   to   $19.65   $502,767   0.50%   0.80%   to   2.60%   32.26%   to   34.68%
2005   22,412   $13.00   to   $14.59   $305,326   0.07%   0.80%   to   2.60%   31.85%   to   33.73%
2004   14,735   $9.86   to   $10.91   $151,706   0.38%   0.80%   to   2.25%   15.05%   to   16.81%
ING JPMorgan Small Cap Core Equity Portfolio -                                                
Service Class                                                
2008   13,007   $7.38   to   $10.58   $126,323   0.47%   0.80%   to   2.60%   -31.75%   to   -30.53%
2007   16,728   $10.76   to   $15.37   $236,387   0.13%   0.80%   to   2.60%   -4.25%   to   -2.50%
2006   16,274   $11.18   to   $15.92   $239,483   -   0.80%   to   2.60%   13.63%   to   15.74%
2005   13,753   $10.36   to   $13.89   $177,486   -   0.80%   to   2.60%   -13.35%   to   1.91%
2004   11,640       $13.63       $158,627   -   0.80%   to   2.60%   23.68%   to   33.89%
ING JPMorgan Small Cap Core Equity Portfolio -                                                
Service 2 Class                                                
2008   2,792   $7.74   to   $12.15   $30,008   0.28%   1.40%   to   2.20%   -31.56%   to   -31.04%
2007   3,257   $11.31   to   $17.62   $50,959   -   1.40%   to   2.20%   -4.07%   to   -3.24%
2006   3,320   $11.79   to   $18.21   $54,102   -   1.40%   to   2.20%   13.91%   to   14.82%
2005   3,144   $10.35   to   $15.86   $45,409   -   1.40%   to   2.20%   1.34%   to   2.12%
2004   2,183   $11.93   to   $15.53   $32,610   -   1.40%   to   2.10%   23.45%   to   24.04%
 
 
            289                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING JPMorgan Value Opportunities Portfolio - Service                                                
Class                                                
2008   2,511   $6.67   to   $7.44   $18,224   2.81%   0.95%   to   2.60%   -41.09%   to   -40.08%
2007   3,402   $11.27   to   $12.42   $41,470   1.38%   0.95%   to   2.60%   -3.73%   to   -2.13%
2006   5,579   $11.65   to   $12.69   $69,946   0.29%   0.95%   to   2.60%   16.95%   to   18.93%
2005   3,843   $10.55   to   $10.67   $40,813   (b)   0.95%   to   2.60%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING JPMorgan Value Opportunities Portfolio - Service 2                                                
Class                                                
2008   96   $7.08   to   $7.29   $690   2.28%   1.40%   to   2.20%   -40.85%   to   -40.39%
2007   138   $11.97   to   $12.23   $1,674   1.36%   1.40%   to   2.20%   -3.47%   to   -2.70%
2006   137   $12.40   to   $12.57   $1,710   0.61%   1.40%   to   2.20%   17.31%   to   18.25%
2005   81   $10.57   to   $10.63   $864   (b)   1.40%   to   2.20%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING Julius Baer Foreign Portfolio - Service Class                                                
2008   45,525   $5.66   to   $12.36   $499,269   -   0.80%   to   2.60%   -45.12%   to   -44.08%
2007   45,509   $13.89   to   $22.32   $908,393   0.08%   0.80%   to   2.60%   13.41%   to   15.51%
2006   36,012   $12.18   to   $19.50   $630,618   -   0.80%   to   2.60%   25.82%   to   28.14%
2005   25,762   $11.80   to   $15.36   $356,543   0.07%   0.80%   to   2.60%   12.41%   to   14.30%
2004   15,131   $11.44   to   $13.55   $185,592   0.11%   0.90%   to   2.60%   14.85%   to   16.87%
ING Julius Baer Foreign Portfolio - Service 2 Class                                                
2008   3,270   $9.31   to   $13.44   $38,955   -   1.40%   to   2.20%   -44.98%   to   -44.49%
2007   3,447   $16.92   to   $24.21   $74,247   -   1.40%   to   2.20%   13.71%   to   14.58%
2006   3,419   $14.88   to   $21.13   $64,469   -   1.40%   to   2.20%   26.21%   to   27.29%
2005   2,592   $11.79   to   $16.60   $39,182   0.03%   1.40%   to   2.20%   12.64%   to   13.54%
2004   1,245   $11.47   to   $14.62   $17,516   0.03%   1.40%   to   2.10%   15.58%   to   16.04%
ING Legg Mason Value Portfolio - Service Class                                                
2008   30,333   $3.88   to   $5.33   $127,052   0.02%   0.75%   to   2.60%   -56.65%   to   -55.79%
2007   36,876   $8.94   to   $12.18   $352,697   -   0.75%   to   2.60%   -8.40%   to   -6.71%
2006   40,578   $9.76   to   $13.19   $419,720   -   0.75%   to   2.60%   3.75%   to   5.71%
2005   40,447   $9.40   to   $12.60   $399,134   -   0.75%   to   2.60%   3.24%   to   5.12%
2004   30,531   $9.10   to   $12.10   $288,326   0.14%   0.90%   to   2.60%   10.98%   to   12.82%
 
 
 
            290                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Legg Mason Value Portfolio - Service 2 Class                                                
2008   1,822   $4.42   to   $5.84   $9,708   -   1.40%   to   2.20%   -56.54%   to   -56.12%
2007   2,078   $10.17   to   $13.31   $25,414   -   1.40%   to   2.20%   -8.21%   to   -7.44%
2006   2,257   $11.08   to   $14.38   $29,989   -   1.40%   to   2.20%   4.04%   to   4.89%
2005   2,121   $10.65   to   $13.71   $27,151   -   1.40%   to   2.20%   3.59%   to   4.34%
2004   1,086   $11.15   to   $13.14   $13,915   0.20%   1.40%   to   2.10%   11.58%   to   12.03%
ING LifeStyle Aggressive Growth Portfolio - Service                                                
Class                                                
2008   94,608   $6.01   to   $8.32   $750,652   1.74%   0.95%   to   2.60%   -43.33%   to   -42.34%
2007   95,413   $11.58   to   $14.43   $1,325,896   0.60%   0.95%   to   2.60%   0.59%   to   2.27%
2006   82,802   $11.48   to   $14.11   $1,135,564   0.15%   0.95%   to   2.60%   15.00%   to   17.00%
2005   56,804   $10.82   to   $12.06   $672,396   0.08%   0.95%   to   2.60%   5.01%   to   6.73%
2004   19,102   $11.17   to   $11.30   $214,566   (a)   0.95%   to   2.60%       (a)    
ING LifeStyle Aggressive Growth Portfolio - Service 2                                                
Class                                                
2008   342   $7.97   to   $8.21   $2,764   1.55%   1.40%   to   2.20%   -43.15%   to   -42.67%
2007   305   $14.02   to   $14.32   $4,328   0.50%   1.40%   to   2.20%   0.86%   to   1.63%
2006   181   $13.90   to   $14.09   $2,529   (c)   1.40%   to   2.20%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
ING LifeStyle Conservative Portfolio - Service Class                                                
2008   16,100   $7.92   to   $7.97   $127,834   (e)   1.00%   to   2.35%       (e)    
2007   (e)       (e)       (e)   (e)       (e)           (e)    
2006   (e)       (e)       (e)   (e)       (e)           (e)    
2005   (e)       (e)       (e)   (e)       (e)           (e)    
2004   (e)       (e)       (e)   (e)       (e)           (e)    
ING LifeStyle Growth Portfolio - Service Class                                                
2008   352,343   $6.46   to   $8.74   $2,923,992   1.78%   0.95%   to   2.60%   -38.23%   to   -37.21%
2007   289,602   $11.44   to   $13.92   $3,874,407   0.92%   0.95%   to   2.60%   1.16%   to   2.96%
2006   207,051   $11.25   to   $13.52   $2,719,322   0.48%   0.95%   to   2.60%   12.43%   to   14.30%
2005   118,288   $10.67   to   $11.83   $1,373,807   0.33%   0.95%   to   2.60%   4.07%   to   5.82%
2004   42,766   $11.05   to   $11.18   $475,452   (a)   0.95%   to   2.60%       (a)    
 
 
 
            291                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING LifeStyle Growth Portfolio - Service 2 Class                                                
2008   1,132   $8.33   to   $8.58   $9,573   1.60%   1.40%   to   2.20%   -38.11%   to   -37.65%
2007   903   $13.46   to   $13.76   $12,286   1.12%   1.40%   to   2.20%   1.43%   to   2.23%
2006   621   $13.27   to   $13.46   $8,291   (c)   1.40%   to   2.20%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
ING LifeStyle Moderate Growth Portfolio - Service                                                
Class                                                
2008   281,018   $6.90   to   $9.10   $2,432,730   2.09%   0.95%   to   2.60%   -33.36%   to   -32.19%
2007   228,517   $11.37   to   $13.42   $2,953,955   1.21%   0.95%   to   2.60%   1.94%   to   3.63%
2006   169,362   $11.09   to   $12.95   $2,131,406   0.85%   0.95%   to   2.60%   10.44%   to   12.32%
2005   109,586   $10.52   to   $11.53   $1,239,629   0.62%   0.95%   to   2.60%   3.03%   to   4.82%
2004   41,489   $10.88   to   $11.00   $453,877   (a)   0.95%   to   2.60%       (a)    
ING LifeStyle Moderate Growth Portfolio - Service 2                                                
Class                                                
2008   1,272   $8.64   to   $8.90   $11,153   2.00%   1.40%   to   2.20%   -33.18%   to   -32.65%
2007   1,247   $12.93   to   $13.22   $16,308   1.24%   1.40%   to   2.20%   2.13%   to   3.04%
2006   407   $12.66   to   $12.83   $5,180   (c)   1.40%   to   2.20%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
ING LifeStyle Moderate Portfolio - Service Class                                                
2008   154,557   $7.40   to   $9.54   $1,401,406   2.14%   0.95%   to   2.60%   -27.90%   to   -26.67%
2007   102,978   $11.24   to   $13.01   $1,290,614   1.49%   0.95%   to   2.60%   2.26%   to   4.00%
2006   74,241   $10.93   to   $12.51   $903,677   1.07%   0.95%   to   2.60%   8.53%   to   10.41%
2005   46,302   $10.43   to   $11.33   $515,732   0.84%   0.95%   to   2.60%   2.61%   to   4.33%
2004   19,609   $10.74   to   $10.86   $211,827   (a)   0.95%   to   2.60%       (a)    
ING LifeStyle Moderate Portfolio - Service 2 Class                                                
2008   1,235   $9.03   to   $9.30   $11,314   2.40%   1.40%   to   2.20%   -27.70%   to   -27.17%
2007   1,078   $12.49   to   $12.77   $13,609   1.56%   1.40%   to   2.20%   2.38%   to   3.32%
2006   629   $12.20   to   $12.36   $7,718   (c)   1.40%   to   2.20%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
 
 
 
            292                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Limited Maturity Bond Portfolio - Service Class                                                
2008   6,346   $9.94   to   $25.73   $130,395   6.53%   0.50%   to   2.25%   -2.48%   to   -0.73%
2007   8,412   $10.17   to   $25.92   $176,466   1.99%   0.50%   to   2.25%   3.35%   to   5.24%
2006   10,711   $18.26   to   $24.63   $216,291   3.51%   0.50%   to   2.25%   1.53%   to   3.31%
2005   13,640   $17.66   to   $23.84   $269,644   4.59%   0.50%   to   2.25%   -0.67%   to   1.10%
2004   18,084   $17.78   to   $23.58   $357,305   4.19%   0.50%   to   2.25%   -0.89%   to   0.90%
ING Liquid Assets Portfolio - Service Class                                                
2008   150,409   $10.01   to   $19.49   $2,331,467   2.26%   0.75%   to   2.60%   -0.19%   to   1.67%
2007   68,096   $10.32   to   $19.17   $1,050,018   4.98%   0.75%   to   2.60%   2.18%   to   4.18%
2006   46,163   $10.10   to   $18.40   $710,117   5.15%   0.75%   to   2.60%   1.92%   to   3.84%
2005   38,622   $9.89   to   $17.72   $582,359   3.06%   0.75%   to   2.60%   0.15%   to   2.01%
2004   41,260   $9.83   to   $17.37   $618,281   1.05%   0.75%   to   2.60%   -1.66%   to   0.17%
ING Liquid Assets Portfolio - Service 2 Class                                                
2008   5,349   $10.40   to   $10.70   $56,288   2.09%   1.40%   to   2.20%   0.10%   to   0.85%
2007   2,311   $10.36   to   $10.64   $24,213   4.67%   1.40%   to   2.20%   2.44%   to   3.31%
2006   1,518   $10.07   to   $10.34   $15,430   4.99%   1.40%   to   2.20%   2.29%   to   3.11%
2005   1,143   $9.81   to   $10.08   $11,307   3.20%   1.40%   to   2.20%   0.40%   to   1.22%
2004   970   $9.74   to   $9.91   $9,497   1.14%   1.40%   to   2.10%   -1.12%   to   -0.61%
ING Lord Abbett Affiliated Portfolio - Service Class                                                
2008   6,883   $7.23   to   $9.55   $58,611   2.38%   0.90%   to   2.60%   -38.24%   to   -37.15%
2007   8,922   $11.58   to   $15.21   $122,006   1.66%   0.90%   to   2.60%   1.44%   to   3.19%
2006   11,650   $11.28   to   $14.74   $155,652   0.80%   0.90%   to   2.60%   14.60%   to   16.57%
2005   10,892   $10.40   to   $12.66   $126,090   1.17%   0.90%   to   2.55%   2.87%   to   4.54%
2004   13,023   $10.85   to   $12.11   $145,322   0.65%   0.90%   to   2.55%   7.43%   to   9.01%
ING Lord Abbett Affiliated Portfolio - Service 2 Class                                                
2008   200   $7.53   to   $10.51   $1,892   2.29%   1.40%   to   2.20%   -38.02%   to   -37.55%
2007   225   $12.15   to   $16.83   $3,428   1.63%   1.40%   to   2.20%   1.76%   to   2.56%
2006   245   $11.94   to   $16.41   $3,685   0.83%   1.40%   to   2.20%   14.70%   to   15.73%
2005   208   $10.41   to   $14.18   $2,804   1.27%   1.40%   to   2.20%   3.15%   to   3.89%
2004   144   $10.46   to   $13.65   $1,920   0.82%   1.40%   to   2.10%   7.66%   to   8.25%
 
 
 
 
            293                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Marsico Growth Portfolio - Service Class                                                
2008   37,553   $6.17   to   $12.13   $397,436   0.52%   0.80%   to   2.60%   -41.84%   to   -40.80%
2007   41,695   $12.20   to   $20.49   $758,194   -   0.80%   to   2.60%   11.21%   to   13.20%
2006   44,891   $10.86   to   $18.69   $732,265   -   0.50%   to   2.60%   2.22%   to   4.41%
2005   51,436   $10.77   to   $17.90   $818,414   -   0.50%   to   2.60%   6.08%   to   8.35%
2004   54,430   $11.02   to   $16.52   $813,432   -   0.50%   to   2.60%   9.95%   to   11.92%
ING Marsico Growth Portfolio - Service 2 Class                                                
2008   1,535   $7.17   to   $10.36   $14,277   0.32%   1.40%   to   2.20%   -41.75%   to   -41.24%
2007   1,666   $12.31   to   $17.63   $26,446   -   1.40%   to   2.20%   11.50%   to   12.44%
2006   1,736   $11.04   to   $15.68   $24,784   -   1.40%   to   2.20%   2.51%   to   3.29%
2005   1,600   $10.77   to   $15.18   $22,546   -   1.40%   to   2.20%   6.47%   to   7.20%
2004   1,088   $10.98   to   $14.16   $15,095   -   1.40%   to   2.10%   10.23%   to   10.72%
ING Marsico International Opportunities Portfolio -                                                
Service Class                                                
2008   18,200   $5.23   to   $9.16   $160,191   1.13%   0.75%   to   2.60%   -50.83%   to   -49.95%
2007   16,499   $14.26   to   $18.30   $294,956   0.87%   0.90%   to   2.60%   17.41%   to   19.53%
2006   11,871   $12.08   to   $15.31   $179,220   0.03%   0.90%   to   2.60%   20.78%   to   22.89%
2005   10,005   $12.32   to   $12.46   $123,938   (b)   0.90%   to   2.60%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING MFS Total Return Portfolio - Service Class                                                
2008   38,189   $7.77   to   $24.27   $740,739   5.93%   0.50%   to   2.60%   -24.37%   to   -22.73%
2007   43,202   $10.21   to   $31.41   $1,114,781   2.83%   0.50%   to   2.60%   1.28%   to   3.49%
2006   48,171   $11.08   to   $30.35   $1,227,770   2.28%   0.50%   to   2.60%   9.10%   to   11.38%
2005   53,957   $10.15   to   $27.25   $1,266,332   2.23%   0.50%   to   2.60%   0.19%   to   2.37%
2004   54,357   $10.75   to   $26.62   $1,280,878   1.88%   0.50%   to   2.60%   8.30%   to   10.59%
ING MFS Total Return Portfolio - Service 2 Class                                                
2008   3,225   $8.55   to   $11.03   $32,705   5.67%   1.40%   to   2.20%   -24.13%   to   -23.51%
2007   3,710   $11.27   to   $14.42   $49,366   2.89%   1.40%   to   2.20%   1.53%   to   2.35%
2006   4,025   $11.10   to   $14.09   $52,787   2.19%   1.40%   to   2.20%   9.36%   to   10.25%
2005   4,017   $10.15   to   $12.78   $48,425   2.28%   1.40%   to   2.20%   0.47%   to   1.27%
2004   2,842   $10.70   to   $12.62   $35,147   2.53%   1.40%   to   2.10%   8.99%   to   9.45%
 
 
 
 
            294                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING MFS Utilities Portfolio - Service Class                                                
2008   31,245   $6.19   to   $11.55   $347,825   3.74%   0.75%   to   2.60%   -39.34%   to   -38.27%
2007   27,331   $15.42   to   $18.71   $499,704   0.74%   0.80%   to   2.60%   24.10%   to   26.38%
2006   18,136   $12.35   to   $14.82   $264,982   0.08%   0.80%   to   2.60%   27.43%   to   29.83%
2005   13,290   $10.19   to   $11.44   $151,085   (b)   0.80%   to   2.60%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING Multi-Manager International Small Cap Portfolio - Class S                                                
                                               
2008   494   $5.31   to   $5.36   $2,636   (e)   0.95%   to   2.35%       (e)    
2007   (e)       (e)       (e)   (e)       (e)           (e)    
2006   (e)       (e)       (e)   (e)       (e)           (e)    
2005   (e)       (e)       (e)   (e)       (e)           (e)    
2004   (e)       (e)       (e)   (e)       (e)           (e)    
ING Oppenheimer Active Asset Allocation Portfolio - Service Class                                                
                                               
2008   412   $8.41   to   $8.45   $3,471   (e)   1.15%   to   2.35%       (e)    
2007   (e)       (e)       (e)   (e)       (e)           (e)    
2006   (e)       (e)       (e)   (e)       (e)           (e)    
2005   (e)       (e)       (e)   (e)       (e)           (e)    
2004   (e)       (e)       (e)   (e)       (e)           (e)    
ING Oppenheimer Main Street Portfolio® - Service Class                                                
2008   13,533   $6.46   to   $16.32   $195,464   2.54%   0.90%   to   2.60%   -40.24%   to   -39.26%
2007   15,714   $11.63   to   $27.22   $379,304   0.99%   0.80%   to   2.60%   1.54%   to   3.42%
2006   18,452   $11.35   to   $26.32   $435,688   1.03%   0.80%   to   2.60%   11.96%   to   13.99%
2005   21,352   $10.44   to   $23.09   $447,401   0.92%   0.80%   to   2.60%   3.05%   to   4.91%
2004   24,115   $10.85   to   $22.01   $487,638   0.79%   0.80%   to   2.55%   10.00%   to   11.95%
ING Oppenheimer Main Street Portfolio® - Service 2                                                
Class                                                
2008   298   $7.14   to   $9.66   $2,633   2.30%   1.40%   to   2.20%   -40.10%   to   -39.66%
2007   330   $11.92   to   $16.01   $4,861   0.94%   1.40%   to   2.20%   1.79%   to   2.63%
2006   356   $11.71   to   $15.60   $5,158   1.06%   1.40%   to   2.20%   12.27%   to   13.21%
2005   336   $10.43   to   $13.78   $4,350   0.91%   1.40%   to   2.20%   3.36%   to   4.08%
2004   219   $10.73   to   $13.24   $2,848   1.04%   1.40%   to   2.10%   10.64%   to   11.08%
 
 
 
            295                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING PIMCO Core Bond Portfolio - Service Class                                                
2008   146,635   $10.05   to   $17.10   $2,112,274   3.67%   0.75%   to   2.60%   1.54%   to   3.45%
2007   67,225   $10.85   to   $16.53   $963,329   2.80%   0.75%   to   2.60%   6.15%   to   8.18%
2006   46,467   $10.19   to   $15.28   $629,159   2.44%   0.75%   to   2.60%   1.66%   to   3.54%
2005   46,819   $10.01   to   $14.76   $619,526   3.52%   0.75%   to   2.60%   -0.19%   to   1.72%
2004   44,134   $10.26   to   $14.51   $581,595   2.76%   0.75%   to   2.60%   2.21%   to   4.09%
ING PIMCO Core Bond Portfolio - Service 2 Class                                                
2008   5,145   $11.03   to   $12.46   $61,403   3.17%   1.40%   to   2.20%   1.66%   to   2.64%
2007   4,084   $10.85   to   $12.14   $47,659   3.23%   1.40%   to   2.20%   6.37%   to   7.24%
2006   3,836   $10.20   to   $11.32   $41,970   2.47%   1.40%   to   2.20%   2.00%   to   2.82%
2005   3,333   $10.00   to   $11.01   $35,739   3.46%   1.40%   to   2.20%   0.20%   to   0.82%
2004   2,587   $10.03   to   $10.92   $27,855   3.26%   1.40%   to   2.10%   2.95%   to   3.31%
ING PIMCO High Yield Portfolio - Service Class                                                
2008   35,884   $7.65   to   $9.76   $326,164   8.81%   0.50%   to   2.60%   -24.50%   to   -22.89%
2007   48,061   $10.74   to   $12.70   $574,507   6.90%   0.50%   to   2.60%   0.17%   to   2.37%
2006   54,855   $10.86   to   $12.45   $649,202   6.60%   0.50%   to   2.60%   6.14%   to   8.41%
2005   56,422   $10.21   to   $11.52   $624,247   6.59%   0.50%   to   2.60%   1.58%   to   3.76%
2004   60,645   $10.73   to   $11.13   $654,861   (a)   0.50%   to   2.60%       (a)    
ING Pioneer Fund Portfolio - Service Class                                                
2008   5,490   $6.83   to   $8.63   $45,727   2.81%   0.75%   to   2.60%   -36.39%   to   -35.26%
2007   6,910   $11.59   to   $13.33   $89,772   1.01%   0.75%   to   2.60%   2.26%   to   4.30%
2006   7,815   $12.39   to   $12.78   $98,275   -   0.75%   to   2.60%   13.77%   to   15.87%
2005   7,507   $10.89   to   $11.03   $82,253   (b)   0.75%   to   2.60%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING Pioneer Mid Cap Value Portfolio - Service Class                                                
2008   60,375   $6.88   to   $8.48   $494,199   1.66%   0.75%   to   2.60%   -34.81%   to   -33.65%
2007   52,138   $11.64   to   $12.78   $648,885   0.53%   0.75%   to   2.60%   2.70%   to   4.75%
2006   52,297   $11.19   to   $12.20   $627,662   0.19%   0.75%   to   2.60%   9.44%   to   11.52%
2005   54,549   $10.04   to   $10.94   $592,996   (b)   0.75%   to   2.60%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
 
 
 
 
            296                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING T. Rowe Price Capital Appreciation Portfolio -                                                
Service Class                                                
2008   75,307   $7.26   to   $39.50   $1,962,032   4.41%   0.75%   to   2.60%   -29.40%   to   -28.10%
2007   70,829   $10.22   to   $54.94   $2,706,874   1.81%   0.80%   to   2.60%   1.64%   to   3.56%
2006   65,649   $11.17   to   $53.05   $2,587,523   1.18%   0.80%   to   2.60%   11.64%   to   13.72%
2005   59,970   $10.68   to   $46.65   $2,239,487   1.30%   0.80%   to   2.60%   5.33%   to   6.87%
2004   49,150   $34.53   to   $43.65   $1,866,804   1.12%   0.80%   to   2.25%   13.96%   to   15.69%
ING T. Rowe Price Capital Appreciation Portfolio -                                                
Service 2 Class                                                
2008   6,234   $8.62   to   $12.44   $69,529   3.87%   1.40%   to   2.20%   -29.23%   to   -28.63%
2007   7,127   $12.18   to   $17.43   $111,811   1.70%   1.40%   to   2.20%   1.92%   to   2.77%
2006   7,567   $11.95   to   $16.96   $115,607   1.16%   1.40%   to   2.20%   12.00%   to   12.92%
2005   6,643   $10.67   to   $15.02   $91,512   1.33%   1.40%   to   2.20%   5.34%   to   6.08%
2004   4,029   $11.24   to   $14.16   $55,427   1.53%   1.40%   to   2.10%   14.27%   to   14.84%
ING T. Rowe Price Equity Income Portfolio - Service                                                
Class                                                
2008   28,972   $6.65   to   $26.53   $553,960   4.20%   0.50%   to   2.60%   -37.39%   to   -36.01%
2007   30,810   $11.55   to   $41.46   $945,504   1.39%   0.50%   to   2.60%   0.39%   to   2.52%
2006   33,077   $12.03   to   $40.44   $1,025,488   1.30%   0.50%   to   2.60%   15.98%   to   18.52%
2005   34,766   $10.34   to   $34.12   $940,116   1.16%   0.50%   to   2.60%   1.18%   to   3.39%
2004   33,622   $11.01   to   $33.00   $916,190   0.96%   0.50%   to   2.60%   12.27%   to   14.31%
ING T. Rowe Price Equity Income Portfolio - Service 2                                                
Class                                                
2008   2,064   $7.60   to   $10.56   $20,160   3.93%   1.40%   to   2.20%   -37.24%   to   -36.69%
2007   2,243   $12.11   to   $16.68   $34,714   1.32%   1.40%   to   2.20%   0.67%   to   1.52%
2006   2,374   $12.03   to   $16.43   $36,444   1.32%   1.40%   to   2.20%   16.34%   to   17.27%
2005   2,369   $10.34   to   $14.01   $31,279   1.12%   1.40%   to   2.20%   1.62%   to   2.26%
2004   1,728   $11.12   to   $13.70   $23,091   1.17%   1.40%   to   2.10%   12.45%   to   13.04%
ING Templeton Global Growth Portfolio - Service Class                                                
2008   16,433   $6.13   to   $17.52   $234,440   1.02%   0.80%   to   2.60%   -41.26%   to   -40.14%
2007   18,291   $11.69   to   $30.60   $448,072   1.03%   0.50%   to   2.60%   -0.30%   to   1.90%
2006   18,750   $11.67   to   $30.03   $466,167   0.89%   0.50%   to   2.60%   19.00%   to   21.33%
2005   17,674   $11.00   to   $24.75   $373,570   0.70%   0.50%   to   2.40%   7.40%   to   9.32%
2004   19,426   $18.24   to   $22.64   $383,093   0.47%   0.50%   to   2.25%   8.44%   to   10.39%
 
 
            297                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Templeton Global Growth Portfolio - Service 2                                                
Class                                                
2008   357   $7.72   to   $11.69   $3,738   0.71%   1.40%   to   2.20%   -41.07%   to   -40.60%
2007   464   $13.10   to   $19.68   $8,169   0.90%   1.40%   to   2.20%   0.00%   to   0.87%
2006   481   $13.10   to   $19.51   $8,479   0.84%   1.40%   to   2.20%   19.09%   to   20.06%
2005   429   $11.00   to   $16.25   $6,469   0.75%   1.40%   to   2.20%   7.47%   to   8.20%
2004   328   $10.71   to   $15.02   $4,767   0.79%   1.40%   to   2.10%   8.63%   to   9.16%
ING Van Kampen Capital Growth Portfolio - Service                                                
Class                                                
2008   16,083   $5.33   to   $7.88   $110,837   0.06%   0.75%   to   2.60%   -50.63%   to   -49.79%
2007   3,923   $13.09   to   $15.70   $54,233   -   0.90%   to   2.60%   18.10%   to   20.20%
2006   4,859   $10.97   to   $13.07   $56,357   -   0.80%   to   2.60%   1.44%   to   3.17%
2005   5,371   $11.09   to   $12.68   $60,887   0.30%   0.80%   to   2.60%   12.47%   to   13.98%
2004   4,030   $9.86   to   $10.23   $40,329   -   0.90%   to   2.25%   4.89%   to   6.34%
ING Van Kampen Capital Growth Portfolio - Service 2                                                
Class                                                
2008   1   $8.34   to   $8.39   $12   -   1.75%   to   1.85%   -50.30%   to   -50.27%
2007   890   $13.72   to   $17.19   $14,455   -   1.40%   to   2.20%   18.28%   to   19.38%
2006   980   $11.60   to   $14.40   $13,405   -   1.40%   to   2.20%   1.67%   to   2.42%
2005   949   $11.41   to   $14.06   $12,815   0.24%   1.40%   to   2.20%   12.61%   to   13.39%
2004   808   $10.55   to   $12.40   $9,811   -   1.40%   to   2.10%   5.05%   to   5.53%
ING Van Kampen Global Franchise Portfolio - Service                                                
Class                                                
2008   18,444   $7.11   to   $12.74   $215,647   1.99%   0.80%   to   2.60%   -30.39%   to   -29.14%
2007   20,324   $12.28   to   $17.98   $339,631   -   0.80%   to   2.60%   6.81%   to   8.84%
2006   19,786   $11.43   to   $16.52   $308,178   1.62%   0.80%   to   2.60%   18.18%   to   20.32%
2005   16,288   $10.56   to   $13.73   $213,710   0.22%   0.80%   to   2.60%   8.87%   to   10.46%
2004   9,665   $11.95   to   $12.43   $117,208   -   0.80%   to   2.25%   10.14%   to   11.78%
ING Van Kampen Global Franchise Portfolio - Service 2                                                
Class                                                
2008   4,476   $9.83   to   $13.05   $53,281   1.77%   1.40%   to   2.20%   -30.23%   to   -29.65%
2007   5,104   $14.09   to   $18.55   $86,794   -   1.40%   to   2.20%   7.15%   to   8.04%
2006   5,309   $13.15   to   $17.17   $84,046   1.67%   1.40%   to   2.20%   18.47%   to   19.44%
2005   4,920   $11.10   to   $14.38   $66,237   0.14%   1.40%   to   2.20%   8.82%   to   9.69%
2004   3,118   $10.89   to   $13.11   $39,831   -   1.40%   to   2.10%   10.47%   to   10.92%
 
            298                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Van Kampen Global Tactical Asset Allocation                                                
Portfolio - Service Class                                                
2008   318   $8.54   to   $8.58   $2,725   (e)   1.15%   to   2.35%       (e)    
2007   (e)       (e)       (e)   (e)       (e)           (e)    
2006   (e)       (e)       (e)   (e)       (e)           (e)    
2005   (e)       (e)       (e)   (e)       (e)           (e)    
2004   (e)       (e)       (e)   (e)       (e)           (e)    
ING Van Kampen Growth and Income Portfolio -                                                
Service Class                                                
2008   21,955   $6.85   to   $24.84   $428,956   3.75%   0.50%   to   2.60%   -34.00%   to   -32.55%
2007   24,948   $11.42   to   $36.83   $739,205   1.52%   0.50%   to   2.60%   -0.08%   to   2.08%
2006   28,474   $11.39   to   $36.08   $851,385   1.15%   0.50%   to   2.60%   13.07%   to   15.42%
2005   29,601   $10.97   to   $31.26   $791,655   1.01%   0.50%   to   2.55%   7.61%   to   9.53%
2004   30,700   $23.39   to   $28.54   $772,796   0.96%   0.50%   to   2.25%   11.54%   to   13.52%
ING Van Kampen Growth and Income Portfolio -                                                
Service 2 Class                                                
2008   4,227   $8.23   to   $11.55   $44,662   3.49%   1.40%   to   2.20%   -33.84%   to   -33.24%
2007   4,845   $12.44   to   $17.30   $77,095   1.37%   1.40%   to   2.20%   0.16%   to   0.99%
2006   5,087   $12.42   to   $17.13   $80,594   1.05%   1.40%   to   2.20%   13.32%   to   14.20%
2005   4,997   $10.96   to   $15.00   $70,383   1.00%   1.40%   to   2.20%   7.63%   to   8.32%
2004   3,963   $11.01   to   $13.85   $53,331   1.39%   1.40%   to   2.10%   11.84%   to   12.33%
ING Van Kampen Real Estate Portfolio - Service Class                                                
2008   8,954   $5.97   to   $47.60   $270,838   1.26%   0.50%   to   2.60%   -40.10%   to   -38.82%
2007   11,227   $9.92   to   $77.80   $578,834   1.18%   0.50%   to   2.60%   -19.87%   to   -18.16%
2006   14,683   $12.29   to   $95.06   $970,402   1.16%   0.50%   to   2.60%   34.09%   to   36.95%
2005   13,345   $11.63   to   $69.41   $683,995   1.06%   0.50%   to   2.60%   13.76%   to   16.21%
2004   11,459   $13.59   to   $59.73   $557,477   1.55%   0.50%   to   2.60%   34.69%   to   37.06%
ING Van Kampen Real Estate Portfolio - Service 2 Class                                                
2008   1,378   $7.54   to   $13.51   $15,856   1.08%   1.40%   to   2.20%   -39.97%   to   -39.44%
2007   1,592   $12.56   to   $22.31   $30,569   1.05%   1.40%   to   2.20%   -19.69%   to   -19.02%
2006   1,706   $15.64   to   $27.55   $40,981   1.18%   1.40%   to   2.20%   34.36%   to   35.51%
2005   1,604   $11.64   to   $20.33   $28,990   1.02%   1.40%   to   2.20%   14.13%   to   14.92%
2004   1,043   $12.60   to   $17.69   $17,799   1.90%   1.40%   to   2.10%   35.03%   to   35.76%
 
 
 
            299                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING VP Index Plus International Equity Portfolio -                                                
Service Class                                                
2008   2,429   $5.93   to   $7.64   $17,249   6.05%   0.75%   to   2.60%   -45.28%   to   -44.22%
2007   3,153   $10.77   to   $13.71   $41,029   -   0.75%   to   2.60%   5.33%   to   7.40%
2006   2,596   $10.91   to   $12.80   $32,572   1.87%   0.75%   to   2.60%   22.00%   to   23.81%
2005   23   $10.32   to   $10.33   $240   (b)   0.95%   to   2.35%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING VP Index Plus International Equity Portfolio -                                                
Service 2 Class                                                
2008   39   $7.22   to   $7.40   $284   4.98%   1.40%   to   2.20%   -45.14%   to   -44.73%
2007   60   $13.16   to   $13.39   $800   -   1.40%   to   2.20%   5.62%   to   6.52%
2006   55   $12.46   to   $12.57   $688   (c)   1.40%   to   2.20%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
ING Wells Fargo Small Cap Disciplined Portfolio -                                                
Service Class                                                
2008   924   $6.95   to   $7.33   $6,594   0.84%   0.90%   to   2.35%   -34.33%   to   -33.36%
2007   1,325   $10.43   to   $11.00   $14,310   -   0.90%   to   2.35%   -6.00%   to   -4.51%
2006   2,157   $10.94   to   $11.52   $24,614   0.54%   0.90%   to   2.60%   16.79%   to   17.90%
2005   7   $9.71   to   $9.72   $71   (b)   1.40%   to   2.35%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING Wells Fargo Small Cap Disciplined Portfolio -                                                
Service 2 Class                                                
2008   52   $7.01   to   $7.19   $369   0.79%   1.40%   to   2.20%   -34.30%   to   -33.79%
2007   60   $10.67   to   $10.86   $641   -   1.40%   to   2.20%   -5.99%   to   -5.15%
2006   115   $11.35   to   $11.45   $1,313   (c)   1.40%   to   2.20%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
ING Diversified International Fund - Class R                                                
2008   29   $6.27   to   $6.35   $182   7.24%   0.75%   to   1.35%   -46.77%   to   -46.46%
2007   34   $11.78   to   $11.86   $398   2.53%   0.75%   to   1.35%   10.40%   to   10.67%
2006   7   $10.67   to   $10.68   $76   (c)   1.00%   to   1.35%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
 
 
            300                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING American Century Large Company Value                                                
Portfolio - Service Class                                                
2008   44   $7.65   to   $9.07   $385   14.69%   0.75%   to   1.35%   -37.85%   to   -37.48%
2007   39   $12.28   to   $14.54   $527   1.38%   0.75%   to   1.35%   -3.31%   to   -2.79%
2006   56   $12.67   to   $14.99   $775   0.26%   0.75%   to   1.35%   17.73%   to   18.46%
2005   57   $10.80   to   $12.69   $681   1.30%   0.75%   to   1.35%   -0.16%   to   0.46%
2004   57   $10.72   to   $12.66   $651   0.99%   0.75%   to   1.35%   8.70%   to   9.27%
ING American Century Small-Mid Cap Value Portfolio -                                                
Service Class                                                
2008   34   $11.17   to   $12.12   $404   0.87%   0.75%   to   1.35%   -27.54%   to   -27.11%
2007   32   $15.35   to   $16.66   $519   0.53%   0.75%   to   1.35%   -4.20%   to   -3.60%
2006   36   $15.96   to   $17.34   $611   0.02%   0.75%   to   1.35%   13.90%   to   14.58%
2005   33   $13.96   to   $15.17   $483   0.19%   0.75%   to   1.35%   6.56%   to   7.00%
2004   29   $13.07   to   $14.21   $389   0.36%   0.75%   to   1.20%   19.88%   to   20.44%
ING Baron Small Cap Growth Portfolio - Service Class                                                
2008   23,371   $6.17   to   $10.97   $177,288   -   0.75%   to   2.60%   -42.81%   to   -41.71%
2007   18,283   $11.41   to   $18.82   $240,630   -   0.75%   to   2.60%   3.35%   to   5.32%
2006   11,736   $11.00   to   $17.87   $147,898   -   0.75%   to   2.60%   12.27%   to   14.40%
2005   5,940   $10.91   to   $15.62   $66,027   -   0.75%   to   2.60%   5.94%   to   6.55%
2004   99   $14.49   to   $14.66   $1,448   -   0.75%   to   1.35%   26.22%   to   27.04%
ING Columbia Small Cap Value II Portfolio - Service                                                
Class                                                
2008   20,680   $6.42   to   $7.36   $136,090   0.10%   0.95%   to   2.60%   -35.80%   to   -34.69%
2007   14,188   $10.00   to   $11.27   $144,098   0.12%   0.95%   to   2.60%   0.30%   to   2.08%
2006   7,129   $9.97   to   $11.06   $71,511   (c)   0.95%   to   2.60%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
ING Davis New York Venture Portfolio - Service Class                                                
2008   27,384   $6.28   to   $9.15   $185,900   0.86%   0.75%   to   2.60%   -40.84%   to   -39.67%
2007   16,069   $11.14   to   $15.21   $182,872   0.26%   0.75%   to   2.60%   1.46%   to   3.31%
2006   8,295   $10.98   to   $14.75   $92,112   0.01%   0.75%   to   2.60%   11.41%   to   13.07%
2005   210   $9.90   to   $13.09   $2,221   -   0.75%   to   2.20%   2.53%   to   3.05%
2004   69   $11.07   to   $12.72   $809   -   0.75%   to   1.35%   6.93%   to   7.63%
 
 
 
            301                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING JPMorgan Mid Cap Value Portfolio - Service Class                                                
2008   3,989   $6.86   to   $11.95   $35,664   2.75%   0.75%   to   2.55%   -34.77%   to   -33.54%
2007   1,393   $13.50   to   $17.98   $23,165   0.56%   0.75%   to   2.60%   -0.37%   to   1.58%
2006   1,576   $13.55   to   $17.70   $25,829   -   0.75%   to   2.60%   13.48%   to   15.61%
2005   1,732   $11.93   to   $15.31   $24,632   0.29%   0.75%   to   2.60%   5.66%   to   7.74%
2004   1,575   $11.25   to   $14.21   $21,149   0.22%   0.75%   to   2.60%   17.53%   to   19.61%
ING Legg Mason Partners Aggressive Growth                                                
Portfolio - Service Class                                                
2008   10,153   $6.28   to   $8.23   $79,359   -   0.75%   to   2.55%   -40.88%   to   -39.75%
2007   11,590   $10.62   to   $13.69   $152,199   -   0.75%   to   2.60%   -4.49%   to   -2.68%
2006   12,234   $11.97   to   $14.09   $166,845   -   0.75%   to   2.60%   7.21%   to   9.18%
2005   12,230   $11.15   to   $12.93   $154,616   -   0.75%   to   2.60%   8.29%   to   10.14%
2004   9,733   $10.37   to   $11.74   $113,031   -   0.95%   to   2.60%   6.69%   to   8.40%
ING Neuberger Berman Partners Portfolio - Service                                                
Class                                                
2008   11,084   $5.15   to   $5.96   $58,327   -   0.80%   to   2.45%   -52.49%   to   -51.73%
2007   13,554   $10.70   to   $12.36   $148,883   0.23%   0.80%   to   2.60%   5.77%   to   7.75%
2006   17,001   $9.94   to   $11.49   $174,800   (c)   0.80%   to   2.60%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
ING Oppenheimer Global Portfolio - Initial Class                                                
2008   762   $8.38   to   $8.85   $6,611   2.25%   0.75%   to   2.20%   -41.64%   to   -40.76%
2007   972   $14.20   to   $14.94   $14,307   1.09%   0.75%   to   2.60%   3.80%   to   5.81%
2006   1,210   $13.68   to   $14.12   $16,934   0.07%   0.75%   to   2.60%   14.95%   to   17.08%
2005   1,523   $11.90   to   $12.06   $18,307   (b)   0.75%   to   2.60%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING Oppenheimer Global Portfolio - Service Class                                                
2008   11,877   $6.16   to   $10.97   $105,333   2.45%   0.75%   to   2.60%   -42.04%   to   -40.94%
2007   10,498   $12.05   to   $18.62   $160,036   0.96%   0.75%   to   2.60%   3.55%   to   5.56%
2006   7,433   $11.61   to   $17.69   $108,798   0.07%   0.75%   to   2.60%   14.56%   to   16.69%
2005   2,571   $11.89   to   $15.19   $32,615   1.19%   0.75%   to   2.60%   10.32%   to   12.43%
2004   250   $10.88   to   $13.54   $3,060   -   0.75%   to   2.60%   12.08%   to   14.19%
 
 
 
            302                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Oppenheimer Strategic Income Portfolio - Service                                                
Class                                                
2008   914   $9.58   to   $9.80   $8,886   6.50%   0.75%   to   1.35%   -16.91%   to   -16.38%
2007   862   $11.53   to   $11.72   $10,045   4.43%   0.75%   to   1.35%   7.16%   to   7.82%
2006   384   $10.76   to   $10.87   $4,165   0.12%   0.75%   to   1.35%   6.75%   to   7.41%
2005   306   $10.08   to   $10.12   $3,093   (b)   0.75%   to   1.35%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING PIMCO Total Return Portfolio - Service Class                                                
2008   713   $11.54   to   $12.94   $8,589   5.66%   0.75%   to   1.35%   -1.54%   to   -0.92%
2007   386   $11.72   to   $13.06   $4,744   3.24%   0.75%   to   1.35%   7.92%   to   8.56%
2006   259   $10.86   to   $12.03   $2,982   1.65%   0.75%   to   1.35%   2.55%   to   3.26%
2005   247   $10.59   to   $11.65   $2,776   1.55%   0.75%   to   1.35%   0.76%   to   1.30%
2004   191   $10.51   to   $11.50   $2,116   -   0.75%   to   1.35%   2.94%   to   3.51%
ING Solution 2015 Portfolio - Service Class                                                
2008   1,280   $8.68   to   $8.88   $11,249   1.89%   0.75%   to   1.35%   -27.91%   to   -27.39%
2007   766   $12.04   to   $12.23   $9,290   0.51%   0.75%   to   1.35%   3.26%   to   3.82%
2006   278   $11.66   to   $11.78   $3,262   0.13%   0.75%   to   1.35%   9.54%   to   9.89%
2005   34   $10.69   to   $10.72   $363   (b)   0.75%   to   1.10%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING Solution 2025 Portfolio - Service Class                                                
2008   1,108   $8.15   to   $8.34   $9,138   1.46%   0.75%   to   1.35%   -34.80%   to   -34.33%
2007   516   $12.50   to   $12.70   $6,508   0.38%   0.75%   to   1.35%   3.22%   to   3.84%
2006   207   $12.11   to   $12.23   $2,527   0.07%   0.75%   to   1.35%   11.79%
2005   4       $10.94       $47   (b)       0.75%           (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING Solution 2035 Portfolio - Service Class                                                
2008   980   $8.04   to   $8.22   $7,954   1.64%   0.75%   to   1.35%   -37.82%   to   -37.44%
2007   595   $12.93   to   $13.14   $7,753   0.41%   0.75%   to   1.35%   3.86%   to   4.45%
2006   126   $12.45   to   $12.58   $1,583   0.10%   0.75%   to   1.35%   13.00%   to   13.33%
2005   2   $11.08   to   $11.10   $19   (b)   0.75%   to   1.00%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
 
 
 
 
            303                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Solution 2045 Portfolio - Service Class                                                
2008   153   $7.92   to   $8.10   $1,225   1.36%   0.75%   to   1.35%   -40.67%   to   -40.27%
2007   84   $13.35   to   $13.56   $1,135   0.14%   0.75%   to   1.35%   4.52%   to   4.95%
2006   24   $12.82   to   $12.92   $312   -   0.75%   to   1.20%   13.91%
2005   -       $11.29       $5   (b)       1.00%           (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING Solution Income Portfolio - Service Class                                                
2008   581   $9.31   to   $9.52   $5,469   2.11%   0.75%   to   1.35%   -17.76%   to   -17.22%
2007   408   $11.32   to   $11.50   $4,657   0.65%   0.75%   to   1.35%   4.03%   to   4.36%
2006   52   $10.93   to   $11.02   $566   (c)   0.75%   to   1.20%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
ING T. Rowe Price Diversified Mid Cap Growth                                                
Portfolio - Service Class                                                
2008   339   $7.65   to   $9.46   $3,090   0.06%   0.75%   to   1.35%   -44.03%   to   -43.68%
2007   204   $13.63   to   $16.84   $3,215   -   0.75%   to   1.35%   11.42%   to   12.17%
2006   152   $12.20   to   $15.06   $2,030   -   0.75%   to   1.35%   7.51%   to   8.10%
2005   59   $11.39   to   $13.96   $729   -   0.75%   to   1.35%   7.54%   to   8.20%
2004   46   $10.61   to   $12.94   $529   -   0.75%   to   1.35%   7.07%   to   7.72%
ING T. Rowe Price Growth Equity Portfolio - Service                                                
Class                                                
2008   5,066   $5.66   to   $9.09   $30,425   1.09%   0.75%   to   2.60%   -43.72%   to   -42.73%
2007   3,334   $10.10   to   $15.93   $35,823   0.14%   0.75%   to   2.45%   8.14%   to   8.79%
2006   320   $12.30   to   $14.68   $4,288   -   0.75%   to   1.35%   11.54%   to   12.19%
2005   282   $11.01   to   $13.12   $3,308   0.45%   0.75%   to   1.35%   4.50%   to   5.08%
2004   268   $10.51   to   $12.51   $2,982   0.04%   0.75%   to   1.35%   8.43%   to   8.92%
ING Templeton Foreign Equity Portfolio - Service Class                                                
2008   21,711   $5.97   to   $8.02   $159,726   3.32%   0.75%   to   2.60%   -42.17%   to   -41.17%
2007   8,749   $12.45   to   $13.64   $110,579   1.24%   0.95%   to   2.60%   12.26%   to   14.14%
2006   2,262   $11.09   to   $11.95   $25,226   (c)   0.95%   to   2.60%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
 
 
 
            304                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Thornburg Value Portfolio - Initial Class                                                
2008   188   $5.99   to   $8.72   $1,193   0.52%   0.95%   to   2.10%   -41.01%   to   -40.35%
2007   247   $10.15   to   $14.66   $2,633   0.44%   0.95%   to   2.10%   4.98%   to   6.18%
2006   331   $9.34   to   $13.84   $3,324   0.48%   0.95%   to   2.55%   13.90%   to   15.78%
2005   389   $8.20   to   $11.99   $3,383   0.85%   0.95%   to   2.55%   -0.97%   to   0.57%
2004   455   $8.28   to   $11.96   $3,938   0.46%   0.95%   to   2.55%   9.96%   to   11.88%
ING Thornburg Value Portfolio - Service Class                                                
2008   679   $6.97   to   $9.18   $4,948   0.10%   0.75%   to   2.35%   -41.30%   to   -40.37%
2007   1,107   $11.74   to   $15.42   $13,460   0.75%   0.75%   to   2.35%   4.49%   to   6.20%
2006   592   $11.09   to   $14.56   $6,794   0.02%   0.75%   to   2.35%   15.13%   to   15.68%
2005   27   $9.76   to   $12.62   $277   0.55%   0.75%   to   1.20%   0.08%   to   0.51%
2004   42   $9.71   to   $12.59   $444   0.24%   0.75%   to   1.20%   11.51%   to   11.74%
ING UBS U.S. Large Cap Equity Portfolio - Service                                                
Class                                                
2008   796   $7.16   to   $9.25   $6,145   1.56%   0.75%   to   2.35%   -41.41%   to   -40.47%
2007   1,086   $12.22   to   $15.57   $14,104   0.67%   0.75%   to   2.45%   -1.60%   to   0.16%
2006   1,739   $12.40   to   $15.59   $22,611   0.48%   0.75%   to   2.60%   11.39%   to   13.42%
2005   628   $11.02   to   $13.77   $7,228   0.51%   0.75%   to   2.60%   6.66%   to   8.23%
2004   61   $10.22   to   $12.76   $674   -   0.75%   to   2.20%   13.09%   to   13.77%
ING Van Kampen Comstock Portfolio - Service Class                                                
2008   16,491   $6.55   to   $9.57   $135,204   3.99%   0.75%   to   2.60%   -38.19%   to   -36.94%
2007   16,860   $10.78   to   $15.22   $221,984   1.25%   0.75%   to   2.60%   -4.83%   to   -3.00%
2006   15,954   $11.25   to   $15.73   $219,324   0.70%   0.75%   to   2.60%   12.87%   to   14.96%
2005   13,926   $10.31   to   $13.71   $168,923   0.51%   0.75%   to   2.60%   0.81%   to   2.74%
2004   8,544   $11.02   to   $13.39   $103,284   -   0.75%   to   2.60%   13.74%   to   15.84%
ING Van Kampen Equity and Income Portfolio -                                                
Initial Class                                                
2008   221   $9.34   to   $9.55   $2,076   5.06%   0.75%   to   1.35%   -24.43%   to   -23.96%
2007   283   $12.36   to   $12.56   $3,542   2.47%   0.75%   to   1.35%   2.15%   to   2.78%
2006   321   $12.10   to   $12.22   $3,913   1.93%   0.75%   to   1.35%   11.21%   to   11.80%
2005   380   $10.88   to   $10.93   $4,151   (b)   0.75%   to   1.35%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
 
 
 
            305                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Van Kampen Equity and Income Portfolio -                                                
Service Class                                                
2008   18,391   $7.23   to   $11.55   $169,926   7.22%   0.75%   to   2.60%   -25.55%   to   -24.14%
2007   8,181   $9.66   to   $15.26   $102,113   1.91%   0.75%   to   2.60%   0.59%   to   2.49%
2006   5,017   $11.82   to   $14.92   $61,397   2.21%   0.75%   to   2.60%   9.47%   to   11.56%
2005   3,123   $10.77   to   $13.41   $34,098   -   0.75%   to   2.60%   6.31%   to   7.00%
2004   23   $10.37   to   $12.57   $256   0.52%   0.75%   to   1.35%   9.16%   to   9.79%
ING VP Strategic Allocation Conservative Portfolio -                                                
Class S                                                
2008   103   $11.17   to   $11.42   $1,170   4.28%   0.75%   to   1.35%   -24.93%   to   -24.47%
2007   96   $14.88   to   $15.12   $1,445   2.50%   0.75%   to   1.35%   4.26%   to   4.71%
2006   50   $14.33   to   $14.44   $717   1.55%   0.75%   to   1.20%   7.07%   to   7.36%
2005   9   $13.43   to   $13.45   $118   (b)   0.75%   to   1.10%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING VP Strategic Allocation Growth Portfolio - Class S                                                
2008   45   $11.24   to   $11.49   $512   3.10%   0.75%   to   1.35%   -36.98%   to   -36.69%
2007   25   $17.93   to   $18.15   $455   1.31%   0.75%   to   1.20%   3.52%   to   3.95%
2006   18   $17.32   to   $17.46   $308   0.48%   0.75%   to   1.20%   11.65%   to   12.07%
2005   2   $15.54   to   $15.58   $29   (b)   0.75%   to   1.10%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING VP Strategic Allocation Moderate Portfolio - Class S                                            
2008   50   $11.20   to   $11.46   $573   3.34%   0.75%   to   1.35%   -31.58%   to   -31.09%
2007   52   $16.37   to   $16.63   $862   2.06%   0.75%   to   1.35%   3.87%   to   4.46%
2006   44   $15.76   to   $15.92   $693   1.01%   0.75%   to   1.35%   9.29%   to   9.94%
2005   25   $14.42   to   $14.48   $362   (b)   0.75%   to   1.35%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING VP Growth and Income Portfolio - Class I                                                
2008   15   $6.12   to   $6.14   $90   1.67%   1.25%   to   1.40%   -38.55%   to   -38.35%
2007   15       $9.96       $150   (d)   1.25%   to   1.40%       (d)    
2006   (d)       (d)       (d)   (d)       (d)           (d)    
2005   (d)       (d)       (d)   (d)       (d)           (d)    
2004   (d)       (d)       (d)   (d)       (d)           (d)    
 
 
 
            306                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING VP Growth and Income Portfolio - Class S                                                
2008   44,763   $6.02   to   $10.33   $274,706   3.86%   0.50%   to   2.60%   -39.13%   to   -38.33%
2007   488   $9.94   to   $16.75   $7,420   1.64%   0.75%   to   2.20%   5.71%   to   6.35%
2006   310   $14.70   to   $15.75   $4,758   1.29%   0.75%   to   1.35%   12.40%   to   12.90%
2005   177   $13.15   to   $13.95   $2,431   1.09%   0.75%   to   1.20%   6.65%   to   7.14%
2004   139   $12.33   to   $13.02   $1,776   2.11%   0.75%   to   1.20%   6.85%   to   7.25%
ING GET U.S. Core Portfolio - Series 3                                                
2008   3,905   $9.43   to   $10.24   $38,784   2.18%   1.45%   to   3.05%   -6.45%   to   -4.83%
2007   4,702   $10.08   to   $10.85   $49,380   2.45%   1.25%   to   3.05%   1.82%   to   3.73%
2006   6,719   $9.90   to   $10.46   $68,420   2.52%   1.25%   to   3.05%   3.13%   to   5.02%
2005   9,762   $9.60   to   $9.96   $95,457   1.98%   1.25%   to   3.05%   -2.24%   to   -0.50%
2004   14,042   $9.82   to   $10.01   $139,161   -   1.25%   to   3.05%   -1.70%   to   -0.10%
ING GET U.S. Core Portfolio - Series 4                                                
2008   2,645   $9.70   to   $10.49   $26,980   2.85%   1.45%   to   3.10%   -8.66%   to   -7.09%
2007   3,250   $10.62   to   $11.38   $35,860   2.92%   1.25%   to   3.10%   0.47%   to   2.43%
2006   4,614   $10.56   to   $11.11   $49,961   2.65%   1.25%   to   3.10%   4.64%   to   6.52%
2005   5,905   $10.09   to   $10.43   $60,557   1.62%   1.25%   to   3.10%   -1.85%
2004   7,380   $10.28   to   $10.43   $76,373   (a)   1.25%   to   3.10%       (a)    
ING GET U.S. Core Portfolio - Series 5                                                
2008   1,627   $10.11   to   $10.70   $16,931   1.51%   1.45%   to   2.70%   -9.81%   to   -8.70%
2007   2,032   $11.19   to   $11.72   $23,310   1.78%   1.45%   to   2.75%   -0.62%   to   0.69%
2006   2,507   $11.17   to   $11.64   $28,664   1.86%   1.25%   to   3.10%   7.92%   to   9.61%
2005   3,529   $10.35   to   $10.66   $37,081   0.97%   1.25%   to   3.10%   -0.48%   to   1.43%
2004   4,121   $10.40   to   $10.51   $43,088   (a)   1.25%   to   3.10%       (a)    
ING GET U.S. Core Portfolio - Series 6                                                
2008   1,829   $9.75   to   $10.46   $18,708   1.91%   1.45%   to   3.10%   -9.05%   to   -7.52%
2007   2,246   $10.72   to   $11.39   $24,947   2.46%   1.25%   to   3.10%   0.19%   to   1.97%
2006   2,775   $10.70   to   $11.17   $30,412   2.27%   1.25%   to   3.10%   7.10%   to   9.08%
2005   4,173   $9.99   to   $10.24   $42,244   0.39%   1.25%   to   3.10%   -0.50%   to   1.49%
2004   5,992   $10.04   to   $10.09   $60,314   (a)   1.25%   to   3.10%       (a)    
 
 
 
 
            307                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING GET U.S. Core Portfolio - Series 7                                                
2008   1,169   $9.84   to   $10.45   $11,948   1.97%   1.45%   to   2.95%   -7.69%   to   -6.36%
2007   1,480   $10.62   to   $11.23   $16,210   2.54%   1.25%   to   3.10%   0.09%   to   2.00%
2006   2,117   $10.60   to   $11.01   $22,891   2.17%   1.25%   to   3.10%   6.85%   to   8.90%
2005   3,676   $9.92   to   $10.11   $36,810   0.14%   1.25%   to   3.10%   -0.30%   to   0.90%
2004   127   $9.99   to   $10.00   $1,268   (a)   0.95%   to   2.20%       (a)    
ING GET U.S. Core Portfolio - Series 8                                                
2008   725   $9.98   to   $10.48   $7,399   1.87%   1.25%   to   2.50%   -8.86%   to   -7.58%
2007   896   $10.77   to   $11.34   $9,955   2.27%   1.25%   to   3.10%   0.47%   to   2.35%
2006   998   $10.72   to   $11.08   $10,909   1.75%   1.25%   to   3.10%   7.31%   to   9.27%
2005   1,504   $9.99   to   $10.14   $15,156   (b)   1.25%   to   3.10%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING GET U.S. Core Portfolio - Series 9                                                
2008   596   $9.92   to   $10.38   $6,080   2.19%   1.45%   to   2.70%   -7.72%   to   -6.49%
2007   686   $10.65   to   $11.10   $7,521   2.59%   1.45%   to   3.10%   0.76%   to   2.40%
2006   940   $10.57   to   $10.88   $10,101   1.35%   1.25%   to   3.10%   6.77%   to   8.80%
2005   1,656   $9.90   to   $10.00   $16,493   (b)   1.25%   to   3.10%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING GET U.S. Core Portfolio - Series 10                                                
2008   501   $9.95   to   $10.52   $5,125   2.53%   1.25%   to   2.90%   -6.66%   to   -5.05%
2007   562   $10.66   to   $11.08   $6,095   2.00%   1.25%   to   2.90%   0.57%   to   2.31%
2006   805   $10.57   to   $10.83   $8,614   0.73%   1.25%   to   3.10%   6.44%   to   8.41%
2005   1,255   $9.93   to   $9.99   $12,504   (b)   1.25%   to   3.10%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING GET U.S. Core Portfolio - Series 11                                                
2008   742   $10.14   to   $10.61   $7,708   2.42%   1.45%   to   2.95%   -2.31%   to   -0.93%
2007   836   $10.35   to   $10.71   $8,827   3.25%   1.45%   to   3.10%   -1.05%   to   0.56%
2006   1,056   $10.46   to   $10.65   $11,153   0.27%   1.45%   to   3.10%   5.29%   to   6.29%
2005   148   $10.01   to   $10.02   $1,482   (b)   0.95%   to   1.90%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
 
 
 
 
            308                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING GET U.S. Core Portfolio - Series 12                                                
2008   268   $10.08   to   $10.55   $2,781   1.71%   1.45%   to   3.05%   -9.03%   to   -7.54%
2007   355   $11.07   to   $11.41   $4,014   1.30%   1.45%   to   3.10%   -0.18%   to   1.51%
2006   426   $11.09   to   $11.24   $4,768   (c)   1.45%   to   3.10%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
ING GET U.S. Core Portfolio - Series 13                                                
2008   2,204   $10.16   to   $10.54   $23,085   2.18%   1.45%   to   2.90%   -0.59%   to   0.86%
2007   3,493   $10.19   to   $10.45   $36,193   0.65%   1.45%   to   3.10%   1.70%   to   3.36%
2006   5,273   $10.02   to   $10.11   $53,117   (c)   1.45%   to   3.10%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
ING GET U.S. Core Portfolio - Series 14                                                
2008   7,383   $10.10   to   $10.44   $76,227   1.88%   1.45%   to   3.05%   -0.10%   to   1.56%
2007   8,660   $10.11   to   $10.28   $88,486   (d)   1.45%   to   3.10%       (d)    
2006   (d)       (d)       (d)   (d)       (d)           (d)    
2005   (d)       (d)       (d)   (d)       (d)           (d)    
2004   (d)       (d)       (d)   (d)       (d)           (d)    
ING BlackRock Global Science and Technology                                                
Portfolio - Class S                                                
2008   13,408   $6.45   to   $9.58   $87,426   -   0.75%   to   2.60%   -40.81%   to   -40.46%
2007   71   $15.83   to   $16.09   $1,140   -   0.75%   to   1.35%   17.26%   to   17.96%
2006   41   $13.50   to   $13.64   $550   -   0.75%   to   1.35%   5.30%   to   5.98%
2005   6   $12.82   to   $12.87   $78   (b)   0.75%   to   1.35%       (e)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
ING Global Equity Option Portfolio - Class S                                                
2008   261   $7.83   to   $7.86   $2,044   (e)   1.15%   to   2.20%       (e)    
2007   (e)       (e)       (e)   (e)       (e)           (e)    
2006   (e)       (e)       (e)   (e)       (e)           (e)    
2005   (e)       (e)       (e)   (e)       (e)           (e)    
2004   (e)       (e)       (e)   (e)       (e)           (e)    
 
 
 
 
            309                                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING International Index Portfolio - Class S                                                
2008   998   $6.02   to   $6.09   $6,041   (e)   0.95%   to   2.35%       (e)    
2007   (e)       (e)       (e)   (e)       (e)           (e)    
2006   (e)       (e)       (e)   (e)       (e)           (e)    
2005   (e)       (e)       (e)   (e)       (e)           (e)    
2004   (e)       (e)       (e)   (e)       (e)           (e)    
ING Lehman Brothers U.S. Aggregate Bond Index®                                                
Portfolio - Class S                                                
2008   17,418   $10.11   to   $10.41   $177,261   (e)   0.75%   to   2.60%       (e)    
2007   (e)       (e)       (e)   (e)       (e)           (e)    
2006   (e)       (e)       (e)   (e)       (e)           (e)    
2005   (e)       (e)       (e)   (e)       (e)           (e)    
2004   (e)       (e)       (e)   (e)       (e)           (e)    
ING Opportunistic Large Cap Growth Portfolio - Class S                                                
2008      45   $6.60   to   $8.56   $350   0.41%   0.75%   to   1.35%   -44.95%   to   -44.64%
2007      46   $11.96   to   $15.50   $629   0.22%   0.75%   to   1.35%   15.96%   to   16.62%
2006      24   $10.47   to   $13.32   $273   -   0.75%   to   1.35%   1.08%   to   1.65%
2005      26   $10.30   to   $13.13   $285   0.31%   0.75%   to   1.35%   7.60%   to   8.19%
2004      36   $9.42   to   $12.16   $356   -   0.75%   to   1.35%   5.49%   to   6.25%
ING Opportunistic Large Cap Value Portfolio - Class S                                                
2008   1,626   $6.16   to   $9.78   $11,563   1.77%   0.75%   to   2.55%   -37.46%   to   -36.28%
2007   2,032   $9.85   to   $15.39   $22,941   1.47%   0.75%   to   2.60%   0.08%   to   2.03%
2006   2,433   $9.83   to   $15.12   $27,029   1.40%   0.75%   to   2.60%   12.73%   to   14.92%
2005   2,925   $8.72   to   $13.20   $28,537   0.36%   0.75%   to   2.60%   4.06%   to   5.94%
2004   389   $8.38   to   $12.48   $3,478   0.77%   0.75%   to   2.55%   7.16%   to   9.05%
ING Russell™ Global Large Cap Index 85% Portfolio -                                                
Class S                                                
2008   335   $8.12   to   $8.15   $2,725   (e)   1.15%   to   2.35%       (e)    
2007   (e)       (e)       (e)   (e)       (e)           (e)    
2006   (e)       (e)       (e)   (e)       (e)           (e)    
2005   (e)       (e)       (e)   (e)       (e)           (e)    
2004   (e)       (e)       (e)   (e)       (e)           (e)    
 
 
 
            310                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING Russell™ Large Cap Index Portfolio - Class S                                                
         2008   3,418   $6.66   to   $6.73   $22,903   (e)   0.80%   to   2.35%       (e)    
         2007   (e)       (e)       (e)   (e)       (e)           (e)    
         2006   (e)       (e)       (e)   (e)       (e)           (e)    
         2005   (e)       (e)       (e)   (e)       (e)           (e)    
         2004   (e)       (e)       (e)   (e)       (e)           (e)    
ING Russell™ Mid Cap Index Portfolio - Class S                                                
         2008   3,704   $6.04   to   $6.15   $22,649   (e)   0.80%   to   2.35%       (e)    
         2007   (e)       (e)       (e)   (e)       (e)           (e)    
         2006   (e)       (e)       (e)   (e)       (e)           (e)    
         2005   (e)       (e)       (e)   (e)       (e)           (e)    
         2004   (e)       (e)       (e)   (e)       (e)           (e)    
ING Russell™ Small Cap Index Portfolio - Class S                                                
         2008   10,143   $6.91   to   $7.00   $70,527   (e)   0.80%   to   2.45%       (e)    
         2007   (e)       (e)       (e)   (e)       (e)           (e)    
         2006   (e)       (e)       (e)   (e)       (e)           (e)    
         2005   (e)       (e)       (e)   (e)       (e)           (e)    
         2004   (e)       (e)       (e)   (e)       (e)           (e)    
ING VP Index Plus LargeCap Portfolio - Class S                                                
         2008   24,189   $6.45   to   $9.49   $174,373   2.25%   0.75%   to   2.60%   -39.00%   to   -37.84%
         2007   25,928   $10.51   to   $15.31   $303,196   0.68%   0.75%   to   2.60%   2.05%   to   3.98%
         2006   18,042   $10.70   to   $14.76   $204,688   0.88%   0.75%   to   2.60%   11.30%   to   13.44%
         2005   17,237   $9.61   to   $13.05   $173,748   1.22%   0.75%   to   2.60%   2.43%   to   4.30%
         2004   13,139   $9.38   to   $12.53   $128,155   1.02%   0.75%   to   2.60%   7.53%   to   9.42%
ING VP Index Plus MidCap Portfolio - Class S                                                
         2008   13,369   $6.31   to   $10.42   $115,644   1.19%   0.75%   to   2.60%   -39.37%   to   -38.21%
         2007   16,517   $10.34   to   $16.90   $232,853   0.48%   0.75%   to   2.60%   2.49%   to   4.49%
         2006   16,098   $10.83   to   $16.21   $220,692   0.44%   0.75%   to   2.60%   6.32%   to   8.27%
         2005   13,837   $11.08   to   $15.01   $177,634   0.39%   0.75%   to   2.60%   7.93%   to   10.02%
         2004   6,532   $10.84   to   $13.68   $79,289   0.30%   0.75%   to   2.60%   13.39%   to   15.55%
 
 
 
 
            311                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING VP Index Plus SmallCap Portfolio - Class S                                                
2008   10,297   $6.26   to   $10.49   $88,612   0.67%   0.75%   to   2.60%   -35.36%   to   -34.20%
2007   13,011   $9.63   to   $15.97   $171,833   0.13%   0.75%   to   2.60%   -9.01%   to   -7.17%
2006   13,635   $11.83   to   $17.26   $197,450   0.25%   0.75%   to   2.60%   10.55%   to   12.65%
2005   11,068   $10.68   to   $15.36   $144,771   0.27%   0.75%   to   2.60%   4.63%   to   6.56%
2004   5,386   $11.23   to   $14.45   $68,985   0.08%   0.75%   to   2.60%   18.63%   to   20.80%
ING VP Small Company Portfolio - Class S                                                
2008   5,881   $7.09   to   $11.93   $43,479   0.10%   0.75%   to   2.55%   -32.17%   to   -31.74%
2007   166   $15.12   to   $17.52   $2,803   -   0.75%   to   1.35%   4.23%   to   4.89%
2006   135   $14.46   to   $16.75   $2,151   0.16%   0.75%   to   1.35%   14.53%   to   15.18%
2005   94   $12.60   to   $14.57   $1,294   0.02%   0.75%   to   1.35%   8.56%   to   9.23%
2004   101   $11.58   to   $13.37   $1,267   0.28%   0.75%   to   1.35%   12.51%   to   13.26%
ING WisdomTreeSM Global High-Yielding Equity                                                
Index Portfolio - Class S                                                
2008   23,942   $6.00   to   $6.12   $145,051   (e)   0.75%   to   2.35%       (e)    
2007   (e)       (e)       (e)   (e)       (e)           (e)    
2006   (e)       (e)       (e)   (e)       (e)           (e)    
2005   (e)       (e)       (e)   (e)       (e)           (e)    
2004   (e)       (e)       (e)   (e)       (e)           (e)    
ING VP International Value Portfolio - Class S                                                
2008   740   $10.99   to   $12.29   $8,896   2.78%   0.75%   to   1.35%   -43.09%   to   -42.76%
2007   632   $19.26   to   $21.52   $13,183   1.57%   0.75%   to   1.35%   11.53%   to   12.21%
2006   380   $17.22   to   $19.23   $6,945   1.86%   0.75%   to   1.35%   27.09%   to   27.86%
2005   199   $13.52   to   $15.08   $2,846   1.87%   0.75%   to   1.35%   7.68%   to   8.21%
2004   94   $12.53   to   $13.97   $1,244   0.90%   0.75%   to   1.20%   15.70%   to   16.13%
ING VP MidCap Opportunities Portfolio - Class S                                                
2008   34,217   $6.16   to   $11.41   $223,352   -   0.50%   to   2.45%   -39.19%   to   -38.22%
2007   2,454   $10.12   to   $18.51   $26,412   -   0.75%   to   2.35%   22.47%   to   24.51%
2006   3,017   $8.25   to   $14.90   $25,935   -   0.75%   to   2.35%   5.13%   to   6.84%
2005   3,860   $7.84   to   $13.99   $31,259   -   0.75%   to   2.35%   7.69%   to   9.33%
2004   4,282   $7.28   to   $12.83   $31,955   -   0.75%   to   2.25%   10.03%   to   10.29%
 
 
 
 
            312                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
ING VP SmallCap Opportunities Portfolio - Class S                                                
2008   9,121   $5.31   to   $11.04   $51,591   -   0.75%   to   2.45%   -36.17%   to   -35.11%
2007   11,476   $8.31   to   $17.06   $100,307   -   0.75%   to   2.60%   7.00%   to   9.00%
2006   14,427   $7.74   to   $15.69   $116,669   -   0.75%   to   2.60%   9.43%   to   11.49%
2005   15,436   $7.05   to   $14.11   $112,432   -   0.75%   to   2.60%   6.47%   to   8.14%
2004   15,335   $6.62   to   $13.09   $103,698   -   0.75%   to   2.25%   7.47%   to   9.03%
ING VP Balanced Portfolio - Class S                                                
2008   724   $7.46   to   $10.25   $6,399   3.34%   0.75%   to   2.55%   -30.08%   to   -28.87%
2007   814   $10.66   to   $14.41   $9,901   2.48%   0.75%   to   2.60%   2.60%   to   4.57%
2006   908   $10.39   to   $13.78   $10,361   1.04%   0.75%   to   2.60%   8.13%   to   8.76%
2005   254   $12.18   to   $12.67   $3,170   2.07%   0.75%   to   1.35%   2.61%   to   3.26%
2004   259   $11.87   to   $12.27   $3,120   2.07%   0.75%   to   1.35%   7.70%   to   8.20%
ING VP Intermediate Bond Portfolio - Class S                                                
2008   104,672   $8.83   to   $11.69   $1,122,300   6.23%   0.75%   to   2.60%   -11.04%   to   -9.31%
2007   88,836   $10.20   to   $12.89   $1,068,161   4.53%   0.75%   to   2.60%   2.96%   to   4.88%
2006   53,039   $10.12   to   $12.29   $616,032   5.04%   0.75%   to   2.60%   1.10%   to   3.02%
2005   26,206   $10.01   to   $11.93   $300,774   3.92%   0.75%   to   2.60%   0.71%   to   2.14%
2004   17,871   $10.67   to   $11.68   $203,365   8.87%   0.75%   to   2.25%   2.19%   to   3.82%
Legg Mason Partners Variable International All Cap                                                
Opportunity Portfolio                                                
2008   4   $10.31   to   $10.52   $39   1.40%   1.25%   to   1.40%   -44.18%   to   -44.10%
2007   6   $18.47   to   $18.82   $104   0.83%   1.25%   to   1.40%   4.88%   to   4.96%
2006   8   $17.61   to   $17.93   $136   1.91%   1.25%   to   1.40%   24.10%   to   24.34%
2005   10   $14.19   to   $14.42   $144   1.12%   1.25%   to   1.40%   10.17%   to   10.33%
2004   17   $12.88   to   $13.07   $214   0.92%   1.25%   to   1.40%   16.14%   to   16.38%
Legg Mason Partners Variable Investors Portfolio                                                
2008   12   $6.17   to   $6.19   $73   0.83%   1.25%   to   1.40%   -36.59%   to   -36.45%
2007   17   $9.73   to   $9.74   $169   (d)   1.25%   to   1.40%       (d)    
2006   (d)       (d)       (d)   (d)       (d)           (d)    
2005   (d)       (d)       (d)   (d)       (d)           (d)    
2004   (d)       (d)       (d)   (d)       (d)           (d)    
 
 
 
 
            313                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
Legg Mason Partners Variable High Income Portfolio                                                
2008   4   $11.67   to   $11.92   $51   9.94%   1.25%   to   1.40%   -30.99%   to   -30.86%
2007   6   $16.91   to   $17.24   $110   8.07%   1.25%   to   1.40%   -1.11%   to   -0.92%
2006   8   $17.10   to   $17.40   $138   6.49%   1.25%   to   1.40%   9.40%   to   9.57%
2005   12   $15.63   to   $15.88   $185   7.11%   1.25%   to   1.40%   1.23%   to   1.34%
2004   17   $15.44   to   $15.67   $265   7.33%   1.25%   to   1.40%   8.89%   to   9.05%
Legg Mason Partners Variable Money Market Portfolio                                                
2008   2   $13.54   $23   3.17%              1.40%   1.12%
2007   12   $13.39   $166   2.12%              1.40%   3.48%
2006   2   $12.94   $23   4.49%              1.40%   3.19%
2005   2   $12.54   $24   3.31%              1.40%   1.37%
2004   3   $12.37   $37   -              1.40%   -0.56%
Oppenheimer Main Street Small Cap Fund®/VA -                                                
Service Class                                                
2008   71   $11.38   to   $11.63   $822   0.28%   0.75%   to   1.35%   -38.82%   to   -38.47%
2007   70   $18.60   to   $18.90   $1,323   0.19%   0.75%   to   1.35%   -2.72%   to   -2.17%
2006   43   $19.12   to   $19.32   $822   0.01%   0.75%   to   1.35%   13.41%   to   13.85%
2005   5   $16.93   to   $16.97   $91   (b)   0.75%   to   1.10%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
PIMCO Real Return Portfolio - Administrative Class                                                
2008   745   $9.95   to   $10.18   $7,515   4.22%   0.75%   to   1.35%   -8.29%   to   -7.71%
2007   222   $10.85   to   $11.03   $2,430   4.24%   0.75%   to   1.35%   9.05%   to   9.64%
2006   130   $9.95   to   $10.06   $1,301   4.45%   0.75%   to   1.35%   -0.40%   to   0.10%
2005   35   $10.02   to   $10.05   $352   (b)   0.75%   to   1.20%       (b)    
2004   (b)       (b)       (b)   (b)       (b)           (b)    
Pioneer Equity Income VCT Portfolio - Class II                                                
2008   1,213   $9.87   to   $11.28   $13,323   2.72%   0.75%   to   1.35%   -31.41%   to   -30.97%
2007   1,031   $14.36   to   $16.39   $16,338   2.74%   0.75%   to   1.35%   -0.80%   to   -0.20%
2006   551   $14.44   to   $16.47   $8,556   2.31%   0.75%   to   1.35%   20.52%   to   21.20%
2005   272   $11.95   to   $13.62   $3,429   2.17%   0.75%   to   1.35%   4.09%   to   4.66%
2004   139   $11.45   to   $13.04   $1,659   1.95%   0.75%   to   1.35%   14.47%   to   15.22%
 
 
 
 
            314                                

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
Pioneer Small Cap Value VCT Portfolio - Class II                                                
2008   401   $5.78   to   $6.04   $2,388   0.25%   0.95%   to   2.60%   -39.73%   to   -38.74%
2007   499   $9.59   to   $9.86   $4,873   0.52%   0.95%   to   2.60%   -9.61%   to   -8.02%
2006   633   $10.61   to   $10.72   $6,765   (c)   0.95%   to   2.60%       (c)    
2005   (c)       (c)       (c)   (c)       (c)           (c)    
2004   (c)       (c)       (c)   (c)       (c)           (c)    
ProFund VP Bull                                                
2008   2,280   $5.91   to   $8.22   $14,046   -   0.95%   to   2.60%   -39.27%   to   -38.28%
2007   2,986   $9.60   to   $13.43   $30,062   0.44%   0.90%   to   2.60%   0.85%   to   2.61%
2006   5,805   $9.42   to   $13.20   $57,596   0.22%   0.90%   to   2.60%   10.75%   to   12.62%
2005   8,379   $8.50   to   $11.82   $74,309   0.22%   0.90%   to   2.60%   0.12%   to   1.78%
2004   12,090   $8.49   to   $11.71   $106,145   -   0.90%   to   2.55%   6.22%   to   7.89%
ProFund VP Europe 30                                                
2008   1,401   $6.72   to   $10.32   $9,835   2.06%   0.90%   to   2.35%   -45.34%   to   -44.50%
2007   1,835   $12.05   to   $18.75   $23,421   2.03%   0.90%   to   2.60%   11.56%   to   13.54%
2006   2,641   $10.79   to   $16.66   $29,949   0.34%   0.90%   to   2.60%   14.46%   to   16.50%
2005   3,806   $9.42   to   $14.43   $37,372   0.13%   0.90%   to   2.60%   5.29%   to   7.16%
2004   4,033   $8.94   to   $13.58   $37,237   0.12%   0.90%   to   2.60%   11.47%   to   13.25%
ProFund VP Rising Rates Opportunity                                                
2008   2,870   $4.43   to   $5.47   $13,199   5.38%   0.95%   to   2.60%   -39.61%   to   -38.60%
2007   4,013   $7.26   to   $9.01   $30,230   5.33%   0.95%   to   2.60%   -7.67%   to   -6.07%
2006   5,900   $7.81   to   $9.72   $47,606   2.01%   0.95%   to   2.60%   7.34%   to   9.15%
2005   6,792   $7.27   to   $9.02   $50,608   -   0.95%   to   2.60%   -10.28%   to   -8.82%
2004   6,392   $8.10   to   $8.66   $52,378   -   0.95%   to   2.60%   -13.18%   to   -11.73%
Wells Fargo Advantage Asset Allocation Fund                                                
2008   210   $8.28   to   $9.65   $1,989   2.43%   1.40%   to   2.20%   -30.65%   to   -30.12%
2007   241   $11.94   to   $13.81   $3,282   2.27%   1.40%   to   2.20%   5.20%   to   6.07%
2006   268   $11.35   to   $13.02   $3,422   2.29%   1.40%   to   2.20%   9.75%   to   10.62%
2005   285   $10.34   to   $11.77   $3,308   2.45%   1.40%   to   2.20%   2.83%   to   3.52%
2004   166   $11.27   to   $11.37   $1,880   2.52%   1.40%   to   2.10%       7.21%    
 
 
 
 
            315                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
Wells Fargo Advantage C&B Large Cap Value Fund                                                
2008   27   $7.50   to   $9.01   $233   1.39%   1.40%   to   2.20%   -36.44%   to   -35.92%
2007   36   $11.80   to   $14.06   $489   1.14%   1.40%   to   2.20%   -3.36%   to   -2.56%
2006   40   $12.21   to   $14.43   $560   1.46%   1.40%   to   2.20%   19.47%   to   20.35%
2005   48   $10.22   to   $11.99   $568   0.81%   1.40%   to   2.20%   0.94%   to   1.45%
2004   18   $11.69   to   $11.75   $211   (a)   1.65%   to   2.10%       (a)    
Wells Fargo Advantage Equity Income Fund                                                
2008   60   $7.56   to   $8.97   $529   1.96%   1.65%   to   2.20%   -37.83%   to   -37.49%
2007   71   $12.16   to   $14.35   $1,004   1.52%   1.65%   to   2.20%   0.50%   to   1.06%
2006   79   $12.10   to   $14.20   $1,105   1.53%   1.65%   to   2.20%   15.90%   to   16.68%
2005   84   $10.44   to   $12.17   $1,007   1.56%   1.65%   to   2.20%   3.17%   to   3.57%
2004   75   $11.68   to   $11.78   $882   1.79%   1.40%   to   2.10%       8.93%    
Wells Fargo Advantage Large Company Growth Fund                                                
2008   192   $6.53   to   $7.02   $1,308   0.25%   1.40%   to   2.20%   -40.34%   to   -39.85%
2007   236   $10.94   to   $11.67   $2,681   -   1.40%   to   2.20%   5.19%   to   6.09%
2006   267   $10.40   to   $11.00   $2,876   -   1.40%   to   2.20%   0.10%   to   0.92%
2005   289   $10.39   to   $10.90   $3,109   0.18%   1.40%   to   2.20%   3.47%   to   4.21%
2004   218   $10.37   to   $10.46   $2,266   -   1.40%   to   2.10%       1.27%    
Wells Fargo Advantage Money Market Fund                                                
2008   4   $10.46   to   $10.60   $43   2.35%   1.65%   to   1.90%   0.38%   to   0.66%
2007   12   $10.42   to   $10.53   $127   4.54%   1.65%   to   1.90%   2.66%   to   2.93%
2006   31   $10.08   to   $10.24   $314   4.30%   1.65%   to   2.20%   2.09%   to   2.71%
2005   78   $9.86   to   $10.03   $784   5.76%   1.65%   to   2.20%   0.41%   to   0.61%
2004   38   $9.82   to   $9.85   $369   (a)   1.90%   to   2.10%       (a)    
Wells Fargo Advantage Small Cap Growth Fund                                                
2008   44   $8.28   to   $9.82   $419   -   1.40%   to   2.20%   -42.74%   to   -42.24%
2007   53   $14.46   to   $17.00   $884   -   1.40%   to   2.20%   11.32%   to   12.21%
2006   61   $12.99   to   $15.15   $910   -   1.40%   to   2.20%   20.06%   to   21.01%
2005   63   $10.82   to   $12.52   $782   -   1.40%   to   2.20%   3.97%   to   4.77%
2004   48   $11.85   to   $11.95   $569   -   1.40%   to   2.10%   11.65%
 
 
 
 
            316                                    

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

                        Investment                        
    Units*   Unit Fair Value   Net Assets   Income   Expense RatioB   Total ReturnC
    (000's)   (lowest to highest)   (000's)   RatioA   (lowest to highest)   (lowest to highest)
Wells Fargo Advantage Total Return Bond Fund                                                
2008   93   $10.52   to   $11.34   $1,029   4.95%   1.40%   to   2.20%   0.10%   to   0.89%
2007   119   $10.51   to   $11.24   $1,314   4.61%   1.40%   to   2.20%   3.85%   to   4.75%
2006   130   $10.12   to   $10.73   $1,376   4.52%   1.40%   to   2.20%   1.61%   to   2.39%
2005   134   $9.96   to   $10.48   $1,391   4.11%   1.40%   to   2.20%   -0.29%   to   0.48%
2004   47   $10.35   to   $10.43   $485   (a)   1.40%   to   2.10%       (a)    

(a)   As investment Division was not available until 2004, this data is not meaningful and is therefore not presented.
(b)   As investment Division was not available until 2005, this data is not meaningful and is therefore not presented.
(c)   As investment Division was not available until 2006, this data is not meaningful and is therefore not presented.
(d)   As investment Division was not available until 2007, this data is not meaningful and is therefore not presented.
(e)   As investment Division was not available until 2008, this data is not meaningful and is therefore not presented.
 
A   The Investment Income Ratio represents dividends received by the Division, excluding capital gains distributions divided by the average net assets.
    The recognition of investment income is determined by the timing of the declaration of dividends by the underlying fund in which the Division invests.
B   The Expense Ratio considers only the expenses borne directly by the Account and is equal to the mortality and expense, administrative and other charges,
    as defined in Note 5. Certain items in this table are presented as a range of minimum and maximum values; however, such information is calculated
    independently for each column in the table.
C   Total Return is calculated as the change in unit value for each Contract presented in the Statements of Assets and Liabilities. Certain items in this
    table are presented as a range of minimum and maximum values; however, such information is calculated independently for each column in the table.
 
*   Includes units for annuity contracts in payout beginning in 2006.
 
 
 
 
    317

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

 

 

 

 

Index to Financial Statements

 

 

 

 

 

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

C-2

 

 

 

 

Financial Statements:

 

 

 

 

 

 

Statements of Operations for the years ended

 

 

 

December 31, 2008, 2007, and 2006

C-3

 

 

 

 

 

Balance Sheets as of December 31, 2008 and 2007

C-4

 

 

 

 

 

Statements of Changes in Shareholder's Equity for the years ended

 

 

 

December 31, 2008, 2007, and 2006

C-6

 

 

 

 

 

Statements of Cash Flows for the years ended

 

 

 

December 31, 2008, 2007, and 2006

C-7

 

 

 

 

Notes to Financial Statements

C-9

 

 

 

C-1

 

 

Report of Independent Registered Public Accounting Firm

 

 

The Board of Directors

ING USA Annuity and Life Insurance Company

 

We have audited the accompanying balance sheets of ING USA Annuity and Life Insurance Company as of December 31, 2008 and 2007, and the related statements of operations, changes in shareholder’s equity, and cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ING USA Annuity and Life Insurance Company as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

 

 

 

Ernst & Young LLP

 

 

Atlanta, Georgia

March 26, 2009

 

C-2

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

 

Statements of Operations

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

 

 

2008

 

 

2007

 

 

2006

Revenue:

 

 

 

 

 

 

 

 

 

 

Net investment income

$

1,438.0 

 

$

1,346.4 

 

$

1,156.4 

 

Fee income

 

1,152.4 

 

 

1,198.9 

 

 

939.2 

 

Premiums

 

19.1 

 

 

19.6 

 

 

20.5 

 

Net realized capital losses

 

(1,481.7)

 

 

(391.2)

 

 

(90.4)

 

Other income

 

0.2 

 

 

0.1 

 

 

-  

Total revenue

 

1,128.0 

 

 

2,173.8 

 

 

2,025.7 

Benefits and expenses:

 

 

 

 

 

 

 

 

 

Interest credited and other benefits to contractowners

 

1,716.0 

 

 

1,312.0 

 

 

1,169.7 

 

Operating expenses

 

291.7 

 

 

269.6 

 

 

228.0 

 

Net amortization of deferred policy acquisition 

 

 

 

 

 

 

 

 

 

 

costs and value of business acquired

 

680.5 

 

 

408.1 

 

 

293.0 

 

Interest expense

 

30.5 

 

 

32.5 

 

 

30.3 

 

Other expense

 

35.7 

 

 

24.2 

 

 

28.1 

Total benefits and expenses

 

2,754.4 

 

 

2,046.4 

 

 

1,749.1 

(Loss) income before income taxes 

 

(1,626.4)

 

 

127.4 

 

 

276.6 

Income tax (benefit) expense

 

(245.2)

 

 

(1.6)

 

 

64.4 

Net (loss) income

$

(1,381.2)

 

$

129.0 

 

$

212.2 

 

The accompanying notes are an integral part of these financial statements.

 

C-3

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

 

Balance Sheets

(In millions, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

 

 

 

 

 

2008

 

 

2007

Assets

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

Fixed maturities, available-for-sale, at fair value 

 

 

 

 

 

 

 

(amortized cost of $20,393.5 at 2008 and $21,945.0 at 2007)

$

17,143.0 

 

$

21,833.4 

 

Equity securities, available-for-sale, at fair value

 

 

 

 

 

 

 

(cost of $257.6 at 2008 and $216.6 at 2007)

 

253.9 

 

 

211.1 

 

Short-term investments

 

111.7 

 

 

188.0 

 

Mortgage loans on real estate

 

3,923.3 

 

 

3,701.7 

 

Policy loans

 

144.4 

 

 

155.8 

 

Limited partnerships/corporations

 

332.9 

 

 

454.5 

 

Other investments

 

364.7 

 

 

394.1 

 

Securities pledged (amortized cost of $976.7 at 2008

 

 

 

 

 

 

 

and $953.3 at 2007)

 

993.2 

 

 

942.6 

Total investments

 

23,267.1 

 

 

27,881.2 

Cash and cash equivalents

 

610.8 

 

 

204.4 

Short-term investments under securities loan agreement

 

130.4 

 

 

128.5 

Accrued investment income

 

214.5 

 

 

216.9 

Receivable for securities sold

 

9.1 

 

 

4.6 

Premium receivable

 

303.1 

 

 

-  

Deposits and reinsurance recoverable from affiliate

 

5,349.3 

 

 

4,616.1 

Deferred policy acquisition costs

 

4,205.5 

 

 

2,908.4 

Value of business acquired

 

195.1 

 

 

128.7 

Sales inducements to contractowners

 

624.3 

 

 

645.4 

Due from affiliates

 

14.5 

 

 

22.9 

Current income tax recoverable

 

321.1 

 

 

-  

Other assets

 

481.9 

 

 

41.3 

Assets held in separate accounts

 

34,090.8 

 

 

44,477.8 

Total assets

$

69,817.5 

 

$

81,276.2 

 

 

The accompanying notes are an integral part of these financial statements.

 

C-4

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

 

Balance Sheets

(In millions, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

 

 

 

 

2008

 

 

2007

Liabilities and Shareholder's Equity

 

 

 

 

 

Future policy benefits and claims reserves

$

32,570.7 

 

$

31,461.6 

Payables for securities purchased

 

4.1 

 

 

-  

Payables under securities loan agreement, including collateral held

 

148.0 

 

 

140.0 

Borrowed money

 

483.1 

 

 

715.5 

Notes to affiliates

 

435.0 

 

 

435.0 

Due to affiliates

 

151.7 

 

 

95.6 

Current income taxes

 

-  

 

 

40.7 

Deferred income taxes

 

35.8 

 

 

184.5 

Other liabilities

 

1,130.8 

 

 

606.5 

Liabilities related to separate accounts

 

34,090.8 

 

 

44,477.8 

Total liabilities

 

69,050.0 

 

 

78,157.2 

 

 

 

 

 

 

 

 

 

 

Shareholder's equity

 

 

 

 

 

 

Common stock (250,000 shares authorized, issued 

 

 

 

 

 

 

 

and outstanding; $10 per share value)

 

2.5 

 

 

2.5 

 

Additional paid-in capital

 

4,335.4 

 

 

4,132.7 

 

Accumulated other comprehensive loss

 

(1,333.7)

 

 

(160.7)

 

Retained earnings (deficit)

 

(2,236.7)

 

 

(855.5)

Total shareholder's equity

 

767.5 

 

 

3,119.0 

Total liabilities and shareholder's equity

$

69,817.5 

 

$

81,276.2 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

C-5

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

 

Statements of Changes in Shareholder’s Equity

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

Other

 

 

Retained

 

 

Total

 

 

 

 

 

 

 

 

Common

 

 

Paid-In

 

 

Comprehensive

 

 

Earnings

 

 

Shareholder's

 

 

 

 

 

 

 

 

Stock

 

 

Capital

 

 

Income (Loss)

 

 

(Deficit)

 

 

Equity

Balance at December 31, 2005

$

2.5 

 

$

4,143.1 

 

$

(4.7)

 

$

(1,191.9)

 

$

2,949.0 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

-  

 

 

-  

 

 

-  

 

 

212.2 

 

 

212.2 

 

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in net unrealized capital 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

gains (losses) on securities 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($(10.7) pretax)

 

-  

 

 

-  

 

 

(7.3)

 

 

-  

 

 

(7.3)

 

 

 

Pension liability ($0.6 pretax)

 

-  

 

 

-  

 

 

0.4 

 

 

-  

 

 

0.4 

 

 

 

Other

 

 

-  

 

 

-  

 

 

1.1 

 

 

-  

 

 

1.1 

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

206.4 

 

Cumulative effect of change of 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

accounting principle ($(2.4) pretax)

 

-  

 

 

-  

 

 

(1.6)

 

 

-  

 

 

(1.6)

 

Capital distribution paid

 

-  

 

 

(170.0)

 

 

-  

 

 

-  

 

 

(170.0)

 

Employee share-based payments

 

-  

 

 

4.1 

 

 

-  

 

 

-  

 

 

4.1 

 

Other

 

 

 

 

-  

 

 

1.2 

 

 

-  

 

 

-  

 

 

1.2 

Balance at December 31, 2006

 

2.5 

 

 

3,978.4 

 

 

(12.1)

 

 

(979.7)

 

 

2,989.1 

 

Cumulative effect of change of 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

accounting principles

 

-  

 

 

-  

 

 

-  

 

 

(4.8)

 

 

(4.8)

Balance at January 1, 2007

 

2.5 

 

 

3,978.4 

 

 

(12.1)

 

 

(984.5)

 

 

2,984.3 

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

-  

 

 

-  

 

 

-  

 

 

129.0 

 

 

129.0 

 

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in net unrealized capital 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

gains (losses) on securities 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($(158.7) pretax), including 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

valuation allowance of $(46.9)

 

-  

 

 

-  

 

 

(149.7)

 

 

-  

 

 

(149.7)

 

 

 

Pension liability ($3.4 pretax)

 

-  

 

 

-  

 

 

2.2 

 

 

-  

 

 

2.2 

 

 

 

Other

 

 

-  

 

 

-  

 

 

(1.1)

 

 

-  

 

 

(1.1)

 

Total comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(19.6)

 

Capital contribution

 

-  

 

 

150.0 

 

 

-  

 

 

-  

 

 

150.0 

 

Employee share-based payments

 

-  

 

 

4.3 

 

 

-  

 

 

-  

 

 

4.3 

Balance at December 31, 2007

 

2.5 

 

 

4,132.7 

 

 

(160.7)

 

 

(855.5)

 

 

3,119.0 

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-  

 

 

-  

 

 

-  

 

 

(1,381.2)

 

 

(1,381.2)

 

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in net unrealized capital 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

gains (losses) on securities 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($(1,831.4) pretax), including 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

valuation allowance of $17.1

 

-  

 

 

-  

 

 

(1,173.3)

 

 

-  

 

 

(1,173.3)

 

 

 

Pension liability ($0.5 pretax)

 

-  

 

 

-  

 

 

0.3 

 

 

-  

 

 

0.3 

 

Total comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,554.2)

 

Capital contribution from Parent

 

-  

 

 

1,100.0 

 

 

-  

 

 

-  

 

 

1,100.0 

 

Capital distribution to Parent

 

-  

 

 

(900.0)

 

 

-  

 

 

-  

 

 

(900.0)

 

Employee share-based payments

 

-  

 

 

2.7 

 

 

-  

 

 

-  

 

 

2.7 

Balance at December 31, 2008

$

2.5 

 

$

4,335.4 

 

$

(1,333.7)

 

$

(2,236.7)

 

$

767.5 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

C-6

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

 

Statements of Cash Flows

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

 

 

2008

 

 

2007

 

 

2006

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

Net (loss) income

$

(1,381.2)

 

$

129.0 

 

$

212.2 

 

Adjustments to reconcile net income to 

 

 

 

 

 

 

 

 

 

 

net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Capitalization of deferred policy acquisition costs 

 

 

 

 

 

 

 

 

 

 

 

 

and sales inducements

 

(888.6)

 

 

(864.5)

 

 

(831.9)

 

 

 

Net amortization of deferred policy acquisition costs,

 

 

 

 

 

 

 

 

 

 

 

 

value of business acquired, and sales inducements

 

910.2 

 

 

528.3 

 

 

367.1 

 

 

 

Net accretion/decretion of discount/premium

 

74.7 

 

 

52.2 

 

 

57.7 

 

 

 

Future policy benefits, claims reserves, and

 

 

 

 

 

 

 

 

 

 

 

 

interest credited

 

2,156.8 

 

 

1,368.5 

 

 

1,179.9 

 

 

 

Provision for deferred income taxes

 

509.6 

 

 

(69.0)

 

 

131.4 

 

 

 

Net realized capital losses 

 

1,481.7 

 

 

391.2 

 

 

90.4 

 

 

 

Change in:

 

 

 

 

 

 

 

 

 

 

 

 

Accrued investment income

 

2.4 

 

 

(33.2)

 

 

(8.7)

 

 

 

 

Reinsurance recoverable (excluding GICs)

 

(827.0)

 

 

(132.4)

 

 

(52.1)

 

 

 

 

Other receivables and asset accruals

 

(389.9)

 

 

2.5 

 

 

(13.9)

 

 

 

 

Other reinsurance asset

 

(353.8)

 

 

-  

 

 

-  

 

 

 

 

Due to/from affiliates

 

64.5 

 

 

56.0 

 

 

(8.0)

 

 

 

 

Income tax recoverable

 

(361.8)

 

 

-  

 

 

-  

 

 

 

 

Other payables and accruals

 

17.9 

 

 

42.9 

 

 

(3.1)

 

 

 

 

Employee share-based payments

 

2.7 

 

 

4.3 

 

 

4.1 

 

 

 

 

Other, net

 

163.8 

 

 

2.2 

 

 

1.1 

Net cash provided by operating activities

 

1,182.0 

 

 

1,478.0 

 

 

1,126.2 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

Proceeds from the sale, maturity, or redemption of:

 

 

 

 

 

 

 

 

 

 

Fixed maturities, available-for-sale

 

7,478.8 

 

 

10,631.8 

 

 

10,496.1 

 

 

Equity securities, available-for-sale

 

162.8 

 

 

16.5 

 

 

15.8 

 

 

Mortgage loans on real estate 

 

474.5 

 

 

776.1 

 

 

523.7 

 

Acquisition of:

 

 

 

 

 

 

 

 

 

 

Fixed maturities, available-for-sale

 

(7,002.2)

 

 

(15,767.5)

 

 

(11,446.3)

 

 

Equity securities, available-for-sale

 

(272.0)

 

 

(193.5)

 

 

(25.4)

 

 

Mortgage loans on real estate

 

(700.3)

 

 

(790.6)

 

 

(444.4)

 

Derivatives, net

 

(58.1)

 

 

22.9 

 

 

(198.1)

 

Limited partnerships, net

 

30.1 

 

 

(305.4)

 

 

(69.9)

 

Short-term investments, net

 

77.2 

 

 

(53.8)

 

 

(79.7)

 

Collateral (paid) received

 

6.2 

 

 

11.5 

 

 

-  

 

Other, net

 

13.7 

 

 

1.9 

 

 

4.7 

Net cash provided by (used in) investing activities

 

210.7 

 

 

(5,650.1)

 

 

(1,223.5)

 

 

The accompanying notes are an integral part of these financial statements.

 

C-7

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

 

Statements of Cash Flows

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

 

 

2008

 

 

2007

 

 

2006

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

Deposits received for investment contracts

$

8,473.0 

 

$

10,458.9 

 

$

5,788.4 

 

Maturities and withdrawals from investment contracts

 

(9,520.7)

 

 

(7,062.2)

 

 

(4,497.2)

 

Reinsurance recoverable on investment contracts

 

93.8 

 

 

275.3 

 

 

(638.8)

 

Notes to affiliates

 

-  

 

 

-  

 

 

45.0 

 

Short-term repayments

 

(232.4)

 

 

(54.1)

 

 

(36.7)

 

Capital distribution to Parent

 

(900.0)

 

 

-  

 

 

(170.0)

 

Capital contribution from Parent

 

1,100.0 

 

 

150.0 

 

 

-  

Net cash (used in) provided by financing activities

 

(986.3)

 

 

3,767.9 

 

 

490.7 

Net increase (decrease) in cash and cash equivalents

 

406.4 

 

 

(404.2)

 

 

393.4 

Cash and cash equivalents, beginning of year

 

204.4 

 

 

608.6 

 

 

215.2 

Cash and cash equivalents, end of year

$

610.8 

 

$

204.4 

 

$

608.6 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

Income taxes (received) paid, net

$

(393.1)

 

$

21.3 

 

$

(30.2)

 

Interest paid

$

50.5 

 

$

67.1 

 

$

66.2 

 

 

The accompanying notes are an integral part of these financial statements.

 

C-8

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

 

1.

Organization and Significant Accounting Policies

 

Basis of Presentation

 

ING USA Annuity and Life Insurance Company (“ING USA” or the “Company,” as appropriate) is a stock life insurance company domiciled in the State of Iowa and provides financial products and services in the United States. ING USA is authorized to conduct its insurance business in all states, except New York, and in the District of Columbia.

 

ING USA is a direct, wholly-owned subsidiary of Lion Connecticut Holdings Inc. (“Lion” or “Parent”), which is an indirect, wholly-owned subsidiary of ING Groep N.V. (“ING”). ING is a global financial services holding company based in The Netherlands, with American Depository Shares listed on the New York Stock Exchange under the symbol “ING”.

 

Description of Business

 

The Company offers various insurance products, including immediate and deferred variable and fixed annuities. The Company’s annuity products are distributed by national wirehouses, regional securities firms, independent broker-dealers, banks, life insurance companies with captive agency sales forces, independent insurance agents, independent marketing organizations, and affiliated broker-dealers. The Company’s primary annuity customers are individual consumers.

 

The Company also offers guaranteed investment contracts and funding agreements (collectively referred to as “GICs”), sold primarily to institutional investors and corporate benefit plans. These products are marketed by home office personnel or through specialty insurance brokers.

 

The Company previously provided interest-sensitive, traditional life insurance, and health insurance. The Company no longer issues these products. The life insurance business is in run-off, and the Company has ceded to other insurers all health insurance.

 

The Company has one operating segment.

 

Recently Adopted Accounting Standards

 

Fair Value Measurements

 

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“FAS”) No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 provides guidance for using fair value to measure assets and liabilities whenever other standards require (or permit) assets or liabilities to be measured at fair value. FAS 157 does not expand the use of fair value to any new circumstances.

 

C-9

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Under FAS 157, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, FAS 157 establishes a fair value hierarchy that prioritizes the information used to develop such assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. FAS 157 also requires separate disclosure of fair value measurements by level within the hierarchy and expanded disclosure of the effect on earnings for items measured using unobservable data.

 

FAS 157 was adopted by the Company on January 1, 2008. As a result of implementing FAS 157, the Company recognized $69.6, before tax, as an increase to Net income on the date of adoption related to the fair value measurements of investment contract guarantees. The impact of implementation was included in Interest credited and other benefits to contractowners on the Statements of Operations.

 

In October 2008, the FASB issued FASB Staff Position (“FSP”) FAS No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS 157-3”), which provides clarifying guidance on the application of FAS 157 to financial assets in a market that is not active and was effective upon issuance. FSP FAS 157-3 had no effect on the Company’s financial condition, results of operations, or cash flows upon adoption, as its guidance is consistent with that applied by the Company upon adoption of FAS 157.

 

The Company recognized no other adjustments to its financial statements related to the adoption of FAS 157, and new disclosures are included in the Financial Instruments footnote.

 

The Fair Value Option for Financial Assets and Financial Liabilities

 

In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS 159”), which allows a company to make an irrevocable election, on specific election dates, to measure eligible items at fair value with unrealized gains and losses recognized in earnings at each subsequent reporting date. The election to measure an item at fair value may be determined on an instrument by instrument basis, with certain exceptions. If the fair value option is elected, any upfront costs and fees related to the item will be recognized in earnings as incurred. Items eligible for the fair value option include:

 

 

§

Certain recognized financial assets and liabilities;

 

§

Rights and obligations under certain insurance contracts that are not financial instruments;

 

§

Host financial instruments resulting from the separation of an embedded nonfinancial derivative instrument from a nonfinancial hybrid instrument; and

 

§

Certain commitments.

 

FAS 159 was adopted by the Company on January 1, 2008. In implementing FAS 159, the Company elected not to take the fair value option for any eligible assets or liabilities in existence on January 1, 2008, or in existence at the date of these financial statements.

 

C-10

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Offsetting of Amounts Related to Certain Contracts

 

On April 30, 2007, the FASB issued a FSP on FASB Interpretation (“FIN”) No. 39, “Offsetting of Amounts Related to Certain Contracts” (“FSP FIN 39-1”), which permits a reporting entity to offset fair value amounts recognized for the right to reclaim or the obligation to return cash collateral against fair value amounts recognized for derivative instruments under master netting arrangements. FSP FIN 39-1 had no effect on the financial condition, results of operations, or cash flows upon adoption by the Company on January 1, 2008, as it is the Company’s accounting policy not to offset such fair value amounts.

 

Accounting for Uncertainty in Income Taxes

 

In June 2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), which creates a single model to address the accounting for the uncertainty in income tax positions recognized in a company’s financial statements. FIN 48 prescribes a recognition threshold and measurement criteria that must be satisfied to recognize a financial statement benefit of tax positions taken, or expected to be taken, on an income tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

 

FIN 48 was adopted by the Company on January 1, 2007. As a result of implementing FIN 48, the Company recognized a cumulative effect of change in accounting principle of $1.7 as a reduction to January 1, 2007 Retained earnings (deficit).

 

Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts

 

In September 2005, the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position (“SOP”) 05-1, “Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts” (“SOP 05-1”), which states that when an internal replacement transaction results in a substantially changed contract, the unamortized deferred acquisition costs, unearned revenue liabilities, and deferred sales inducement assets, related to the replaced contract should not be deferred in connection with the new contract. Contract modifications that meet various conditions defined by SOP 05-1 and result in a new contract that is substantially unchanged from the replaced contract, however, should be accounted for as a continuation of the replaced contract.

 

SOP 05-1 defines an internal replacement as a modification in product benefits, features, rights, or coverage, that occurs by the exchange of a contract for a new contract, by amendment, endorsement, or rider, to a contract, or by the election of a feature or coverage within a contract. SOP 05-1 applies to internal replacements made primarily to contracts defined by FAS No. 60, “Accounting and Reporting by Insurance Enterprises” (“FAS 60”), as short-duration and long-duration insurance contracts, and by FAS No. 97, “Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments” (“FAS 97”), as investment contracts.

 

C-11

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

 

SOP 05-1 was adopted by the Company on January 1, 2007, and is effective for internal replacements occurring on or after that date. As a result of implementing SOP 05-1, the Company recognized a cumulative effect of change in accounting principle of $4.8, before tax, or $3.1, net of $1.7 of income taxes, as a reduction to January 1, 2007 Retained earnings (deficit). In addition, the Company revised its accounting policy on the amortization of deferred policy acquisition costs (“DAC”) and value of business acquired (“VOBA”) to include internal replacements.

 

Disclosures about Credit Derivatives and Certain Guarantees

 

In September 2008, the FASB issued FSP FAS No. 133-1 and FIN No. 45-4, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161” (“FSP FAS 133-1 and FIN 45-4”), which does the following:

 

 

§

Amends FAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”), requiring additional disclosures by sellers of credit derivatives;

 

§

Amends FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”), requiring additional disclosure about the current status of the payment/performance risk of a guarantee; and

 

§

Clarifies the effective date of FAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”).

 

FSP FAS 133-1 and FIN 45-4 was adopted by the Company on December 31, 2008. In implementing FSP FAS 133-1 and FIN 45-4, the Company determined that its adoption had no financial statement impact.

 

The clarification in the FSP of the effective date of FAS 161 is consistent with the guidance in FAS 161 and the Company’s disclosure provided herein.

 

Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities

 

In December, 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities” (“FSP FAS 140-4 and FIN 46(R)-8”), which requires additional disclosures regarding a transferor’s continuing involvement with financial assets transferred in a securitization or asset-backed financing arrangement and an enterprise’s involvement with variable interest entities (“VIEs”) and qualifying special purpose entities (“QSPEs”).

 

C-12

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

FSP FAS 140-4 and FIN 46(R)-8 was adopted by the Company on December 31, 2008. In implementing FSP FAS 140-4 and FIN 46(R)-8, the Company determined that its adoption has no financial statement impact. The Company does not have any QSPEs or continuing involvement with financial assets transferred in a securitization or asset-backed financing arrangement.

 

Amendments to Impairment Guidance

 

In January 2009, the FASB issued FSP Emerging Issues Task Force (“EITF”) 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20” (“FSP EITF 99-20-1”), which amends EITF 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets” (“EITF 99-20”). FSP EITF 99-20-1 requires that an other-than-temporary impairment on investments that meet the criteria of EITF 99-20 be recognized as a realized loss through earnings when it is probable there has been an adverse change in the holder’s estimated cash flow, consistent with the impairment model in FAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities.”

 

FSP EITF 99-20-1 was adopted by the Company on December 31, 2008, prospectively. In implementing FSP EITF 99-20-1, the Company determined there was a minimal effect on financial position, results of operations, and cash flows, as the structured securities held by the Company were highly rated at issue.

 

New Accounting Pronouncements

 

Disclosures about Derivative Instruments and Hedging Activities

 

In March 2008, the FASB issued FAS 161, which requires enhanced disclosures about objectives and strategies for using derivatives, fair value amounts of and gains and losses on derivative instruments, and credit-risk-related contingent features in derivative agreements, including:

 

 

§

How and why derivative instruments are used;

 

§

How derivative instruments and related hedged items are accounted for under FAS 133 and its related interpretations; and

 

§

How derivative instruments and related hedged items affect an entity’s financial statements.

 

The provisions of FAS 161 are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company is currently in the process of determining the impact of adoption of FAS 161 on its disclosures; however, as the pronouncement only pertains to additional disclosure, the Company has determined that the adoption of FAS 161 will have no impact on income, financial position or cash flows. In addition, the Company’s derivatives are generally not accounted for using hedge accounting treatment under FAS 133, as the Company has not historically sought hedge accounting treatment.

 

C-13

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

 

Business Combinations

 

In December 2007, the FASB issued FAS No. 141 (revised 2007), “Business Combinations” (“FAS 141R”), which replaces FAS No. 141, “Business Combinations,” as issued in 2001. FAS 141R requires most identifiable assets, liabilities, noncontrolling interest, and goodwill, acquired in a business combination to be recorded at full fair value as of the acquisition date, even for acquisitions achieved in stages. In addition, the statement requires:

 

 

§

Acquisition-related costs to be recognized separately and generally expensed;

 

§

Non-obligatory restructuring costs to be recognized separately when the liability is incurred;

 

§

Contractual contingencies acquired to be recorded at acquisition-date fair values;

 

§

A bargain purchase, which occurs when the fair value of net assets acquired exceeds the consideration transferred plus any non-controlling interest in the acquiree, to be recognized as a gain; and

 

§

The nature and financial effects of the business combination to be disclosed.

 

FAS 141R also amends or eliminates various other authoritative literature.

 

The provisions of FAS 141R are effective for fiscal years beginning on or after December 15, 2008 for all business combinations occurring on or after that date. As such, this standard will impact any Company acquisitions that occur on or after January 1, 2009. Also, the Company will consider transition costs related to any acquisitions that may occur prior to January 1, 2009.

 

Equity Method Investment Accounting

 

In November 2008, the EITF reached consensus on EITF 08-6, “Equity Method Investment Accounting Considerations” (“EITF 08-6”), which requires, among other provisions, that:

 

 

§

Equity method investments be initially measured at cost;

 

§

Contingent consideration only be included in the initial measurement;

 

§

An investor recognize its share of any impairment charge recorded by the equity investee; and

 

§

An investor account for a share issuance by an equity investee as if the investor had sold a proportionate share of its investment;

 

The provisions of EITF 08-6 are effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. As such, this standard will impact Company acquisitions or changes in ownership with regards to equity investments that occur on or after January 1, 2009. The Company is currently in the process of determining the impact of the other-than-temporary impairment provisions.

 

C-14

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from reported results using those estimates.

 

Reclassifications

 

Certain reclassifications have been made to prior year financial information to conform to the current year classifications. For 2007, the Company reclassified $250.0 from operating cash flows to financing cash flows in order to properly reflect all cash flows associated with the Company’s guaranteed investment contracts and associated facultative reinsurance.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, money market instruments, and other debt issues with a maturity of 90 days or less when purchased.

 

Investments

 

All of the Company’s fixed maturities and equity securities are currently designated as available-for-sale. Available-for-sale securities are reported at fair value and unrealized capital gains (losses) on these securities are recorded directly in Shareholder’s equity, after adjustment for related changes in DAC, VOBA, and deferred income taxes.

 

Other-Than-Temporary-Impairments

 

The Company analyzes the general account investments to determine whether there has been an other-than-temporary decline in fair value below the amortized cost basis. Management considers the length of the time and the extent to which the fair value has been less than amortized cost, the issuer’s financial condition and near-term prospects, future economic conditions and market forecasts, and the Company’s intent and ability to retain the investment for a period of time sufficient to allow for recovery in fair value. If it is probable that all amounts due according to the contractual terms of a debt security will not be collected, an other-than-temporary impairment is considered to have occurred.

 

In addition, the Company invests in structured securities that meet the criteria of the EITF 99-20. Under EITF 99-20, a further determination of the required impairment is based on credit risk and the possibility of significant prepayment risk that restricts the Company’s ability to recover the investment. An impairment is recognized if the fair value of the security is less than amortized cost and there has been an adverse change in cash flow since the remeasurement date.

 

C-15

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

When a decline in fair value is determined to be other-than-temporary, the individual security is written down to fair value, and the loss is recorded in Net realized capital gains (losses).

 

Purchases and Sales

 

Purchases and sales of fixed maturities and equity securities, excluding private placements, are recorded on the trade date. Purchases and sales of private placements and mortgage loans are recorded on the closing date.

 

Valuation

 

The fair values for the actively traded marketable fixed maturities are determined based upon the quoted market prices or dealer quotes. The fair values for marketable bonds without an active market are obtained through several commercial pricing services, which provide the estimated fair values. These services incorporate a variety of market observable information in their valuation techniques, including benchmark yields, broker-dealer quotes, credit quality, issuer spreads, bids, offers and other reference data. Valuations obtained from third party commercial pricing services are non-binding and are validated monthly through comparisons to internal pricing models, back testing to recent trades, and monitoring of trading volumes.

 

Fair values of privately placed bonds are determined using a matrix-based pricing model. The model considers the current level of risk-free interest rates, current corporate spreads, the credit quality of the issuer, and cash flow characteristics of the security. Also considered are factors such as the net worth of the borrower, the value of collateral, the capital structure of the borrower, the presence of guarantees, and the Company’s evaluation of the borrower’s ability to compete in their relevant market. Using this data, the model generates estimated market values which the Company considers reflective of the fair value of each privately placed bond.

 

The fair values for certain collateralized mortgage obligations (“CMO-Bs”) are determined by taking the average of broker quotes when more than one broker quote is provided. A few of the CMO-Bs are priced by the originating broker due to the complexity and unique characteristics of the asset.

 

The fair values for actively traded equity securities are based on quoted market prices.

 

Mortgage loans on real estate are reported at amortized cost, less impairment write-downs. If the value of any mortgage loan is determined to be impaired (i.e., when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement), the carrying value of the mortgage loan is reduced to either the present value of expected cash flows from the loan, discounted at the loan’s effective interest rate, or fair value of the collateral. If the loan is in foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell. The carrying value of the impaired loans is reduced by establishing a permanent write-down recorded in Net realized capital gains (losses).

 

C-16

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

 

The fair value of policy loans is equal to the carrying, or cash surrender, value of the loans. Policy loans are fully collateralized by the account value of the associated insurance contracts.

 

Short-term investments, consisting primarily of money market instruments and other fixed maturity issues purchased with an original maturity of 91 days to one year, are considered available-for-sale and are carried at fair value, which is based on quoted market prices.

 

Derivative instruments are reported at fair value primarily using the Company’s derivative accounting system. The system uses key financial data, such as yield curves, exchange rates, Standard & Poor’s (“S&P”) 500 Index prices, and London Inter Bank Offered Rates (“LIBOR”), which are obtained from third party sources and uploaded into the system. For those derivatives that are unable to be valued by the accounting system, the Company utilizes values established by third party brokers.

 

The Company records liabilities, which can be either positive or negative, for annuity contracts containing guaranteed riders for guaranteed minimum accumulation benefits (“GMAB”) and guaranteed minimum withdrawal benefits (“GMWB”) without life contingencies in accordance with FAS 133. The guarantee is treated as an embedded derivative and is required to be reported separately from the host variable annuity contract. The fair value of the obligation is calculated based on actuarial and capital market assumptions related to the projected cash flows, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are produced by using stochastic techniques under a variety of market return scenarios and other best estimate assumptions.

 

The Company also records for its fixed indexed annuities (“FIA”) contracts an embedded derivative liability for interest payments to contractholders above the minimum guaranteed interest rate, in accordance with FAS 133. The guarantee is treated as an embedded derivative and is required to be reported separately from the host contract. The fair value of the obligation is calculated based on actuarial and capital market assumptions related to the projected cash flows, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are produced by best estimate assumptions.

 

Repurchase Agreements

 

The Company engages in dollar repurchase agreements (“dollar rolls”) and repurchase agreements to increase the return on investments and improve liquidity. These transactions involve a sale of securities and an agreement to repurchase substantially the same securities as those sold. Company policies require a minimum of 95% of the fair value of securities pledged under dollar rolls and repurchase agreement transactions to be maintained as collateral. Cash collateral received is invested in fixed maturities, and the carrying value of the securities pledged in dollar rolls and repurchase agreement transactions is included in Securities pledged on the Balance Sheets. The repurchase obligation related to dollar rolls and repurchase agreements is included in Borrowed money on the Balance Sheets.

 

C-17

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

The Company also enters into reverse repurchase agreements. These transactions involve a purchase of securities and an agreement to sell substantially the same securities as those purchased. Company policies require a minimum of 102% of the fair value of securities pledged under reverse repurchase agreements to be pledged as collateral. Reverse repurchase agreements are included in Cash and cash equivalents on the Balance Sheets.

 

Securities Lending

 

The Company engages in securities lending whereby certain securities from its portfolio are loaned to other institutions for short periods of time. Initial collateral, primarily cash, is required at a rate of 102% of the market value of the loaned domestic securities. The collateral is deposited by the borrower with a lending agent, and retained and invested by the lending agent according to the Company’s guidelines to generate additional income. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value of the loaned securities fluctuates.

 

Derivatives

 

The Company’s use of derivatives is limited mainly to hedging purposes to reduce the Company’s exposure to cash flow variability of assets and liabilities, interest rate risk, credit risk, and market risk. Generally, derivatives are not accounted for using hedge accounting treatment under FAS 133, as the Company has not historically sought hedge accounting treatment.

 

The Company enters into interest rate, equity market, credit default, and currency contracts, including swaps, caps, floors, options and futures, to reduce and manage risks associated with changes in value, yield, price, cash flow, or exchange rates of assets or liabilities held or intended to be held, or to assume or reduce credit exposure associated with a referenced asset, index, or pool. The Company also utilizes options and futures on equity indices to reduce and manage risks associated with its annuity products. Open derivative contracts are reported as either Other investments or Other liabilities, as appropriate, on the Balance Sheets. Changes in the fair value of such derivatives are recorded in Net realized capital gains (losses) in the Statements of Operations.

 

The Company also has investments in certain fixed maturity instruments, and has issued certain retail annuity products, that contain embedded derivatives whose market value is at least partially determined by, among other things, levels of or changes in domestic and/or foreign interest rates (short-term or long-term), exchange rates, prepayment rates, equity markets, or credit ratings/spreads.

 

Embedded derivatives within fixed maturity instruments are included in Fixed maturities, available-for-sale, on the Balance Sheets, and changes in fair value are recorded in Net realized capital gains (losses) in the Statements of Operations.

 

C-18

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Embedded derivatives within retail annuity products are included in Future policy benefits and claims reserves on the Balance Sheets, and changes in the fair value are recorded in Interest credited and other benefits to contractowners in the Statements of Operations.

 

Deferred Policy Acquisition Costs and Value of Business Acquired

 

General

 

DAC represents policy acquisition costs that have been capitalized and are subject to amortization. Such costs consist principally of certain commissions, underwriting, contract issuance, and agency expenses, related to the production of new and renewal business.

 

VOBA represents the outstanding value of in force business capitalized in purchase accounting when the Company was acquired and is subject to amortization. The value is based on the present value of estimated profits embedded in the Company’s contracts.

 

FAS 97 applies to universal life and investment-type products, such as fixed and variable deferred annuities. Under FAS 97, DAC and VOBA are amortized, with interest, over the life of the related contracts in relation to the present value of estimated future gross profits from investment, mortality, and expense margins, plus surrender charges. DAC related to GICs, however, is amortized on a straight-line basis over the life of the contract.

 

Internal Replacements

 

Contractowners may periodically exchange one contract for another, or make modifications to an existing contract. Beginning January 1, 2007, these transactions are identified as internal replacements and are accounted for in accordance with SOP 05-1.

 

Internal replacements that are determined to result in substantially unchanged contracts are accounted for as continuations of the replaced contracts. Any costs associated with the issuance of the new contracts are considered maintenance costs and expensed as incurred. Unamortized DAC and VOBA related to the replaced contracts continue to be deferred and amortized in connection with the new contracts. For deferred annuities, the estimated future gross profits of the new contracts are treated as revisions to the estimated future gross profits of the replaced contracts in the determination of amortization.

 

Internal replacements that are determined to result in contracts that are substantially changed are accounted for as extinguishments of the replaced contracts, and any unamortized DAC and VOBA related to the replaced contracts are written off to Net amortization of deferred policy acquisition costs and value of business acquired in the Statements of Operations.

 

C-19

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Unlocking

 

Changes in assumptions can have a significant impact on DAC and VOBA balances and amortization rates. Several assumptions are considered significant in the estimation of future gross profits associated with variable universal life and variable deferred annuity products. One of the most significant assumptions involved in the estimation of future gross profits is the assumed return associated with the variable account performance. To reflect the volatility in the equity markets, this assumption involves a combination of near-term expectations and long-term assumptions regarding market performance. The overall return on the variable account is dependent on multiple factors, including the relative mix of the underlying sub-accounts among bond funds and equity funds, as well as equity sector weightings. Other significant assumptions include estimated future hedging and guaranteed benefit costs, surrender and lapse rates, estimated interest spread, and estimated mortality.

 

Due to the relative size and sensitivity to minor changes in underlying assumptions of DAC and VOBA balances, the Company performs quarterly and annual analyses of DAC and VOBA for the annuity and life businesses, respectively. The DAC and VOBA balances are evaluated for recoverability.

 

At each evaluation date, actual historical gross profits are reflected, and estimated future gross profits and related assumptions are evaluated for continued reasonableness. Any adjustment in estimated profit requires that the amortization rate be revised (“unlocking”), retroactively to the date of the policy or contract issuance. The cumulative unlocking adjustment is recognized as a component of current period amortization. In general, sustained increases in investment, mortality, and expense margins, and thus estimated future profits, lower the rate of amortization. Sustained decreases in investment, mortality, and expense margins, and thus estimated future profits, however, increase the rate of amortization.

 

Reserves

 

Future policy benefits and claims reserves include reserves for deferred annuities and immediate annuities with and without life contingent payouts, universal and traditional life insurance contracts, and GICs. Generally, reserves are calculated using mortality and withdrawal rate assumptions based on relevant Company experience and are periodically reviewed against both industry standards and experience.

 

Reserves for deferred annuity investment contracts and immediate annuities without life contingent payouts are equal to cumulative deposits, less charges and withdrawals, plus credited interest thereon. Deferred annuity crediting rates and reserve interest rates varied by product up to 10.0% for 2008 and 2007, and 7.8% for 2006.

 

C-20

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Reserves for individual immediate annuities with life contingent payout benefits are computed on the basis of assumed interest discount rate, mortality, and expenses, including a margin for adverse deviations. Such assumptions generally vary by annuity plan type, year of issue, and policy duration. For 2008, 2007, and 2006, immediate annuity reserve interest discount rates varied up to 8.0%.

 

Reserves for FIAs are computed in accordance with FAS 97, FAS 133, and FAS 157. Accordingly, the aggregate initial liability is equal to the deposit received, plus a bonus, if applicable, and is split into a host component and an embedded derivative component. Thereafter, the host liability accumulates at a set interest rate, and the embedded derivative liability is recognized at fair value, with the change in fair value recorded in the Statements of Operations.

 

Reserves for universal life products are equal to cumulative deposits, less withdrawals and charges, plus credited interest thereon. Reserves for traditional life insurance contracts represent the present value of future benefits to be paid to or on behalf of contractowners and related expenses, less the present value of future net premiums.

 

Under Statement of Position 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts for Separate Accounts” (“SOP 03-1”), the Company calculates additional liabilities (“SOP 03-1 reserves”) for certain variable annuity guaranteed benefits and for universal life products with certain patterns of cost of insurance charges and certain other fees. The SOP 03-1 reserve recognized for such products is in addition to the liability previously held and recognizes the portion of contract assessments received in early years used to compensate the insurer for services provided in later years.

 

The Company calculates a benefit ratio for each block of business subject to SOP 03-1, and calculates an SOP 03-1 reserve by accumulating amounts equal to the benefit ratio multiplied by the assessments for each period, reduced by excess death benefits during the period. The SOP 03-1 reserve is accumulated at interest rates using rates consistent with the DAC model for the period. The calculated reserve includes a provision for universal life contracts with patterns of cost of insurance charges that produce expected gains from the insurance benefit function followed by losses from that function in later years.

 

GMABs and GMWBs without life contingent payouts are considered to be derivatives under FAS 133 and FAS 157. The additional reserves for these guarantees are recognized at fair value through the Statements of Operations.

 

Reserves for GICs are calculated using the amount deposited with the Company, less withdrawals, plus interest accrued to the ending valuation date. Interest on these contracts is accrued by a predetermined index, plus a spread or a fixed rate, established at the issue date of the contract.

 

C-21

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Sales Inducements

 

Sales inducements represent benefits paid to contractowners for a specified period that are incremental to the amounts the Company credits on similar contracts and are higher than the contract’s expected ongoing crediting rates for periods after the inducement. Sales inducements are amortized as a component of Interest credited and other benefits to contractowners using methodologies and assumptions consistent with those used for amortization of DAC.

 

Revenue Recognition

 

For universal life and most annuity contracts, charges assessed against contractowner funds for the cost of insurance, surrender, expenses, and other fees are recorded as revenue as charges are assessed. Other amounts received for these contracts are reflected as deposits and are not recorded as premium or revenue. Related policy benefits are recorded in relation to the associated premiums or gross profit so that profits are recognized over the expected lives of the contracts.

 

Premiums on the Statements of Operations primarily represent amounts received under traditional life insurance policies.

 

For GICs, deposits made to the Company are not recorded as revenue in the Statements of Operations, but are recorded directly to Future policy benefits and claims reserves on the Balance Sheets.

 

Separate Accounts

 

Separate account assets and liabilities generally represent funds maintained to meet specific investment objectives of contractowners who bear the investment risk, subject, in limited cases, to certain minimum guarantees. Investment income and investment gains and losses generally accrue directly to such contractowners. The assets of each account are legally segregated and are not subject to claims that arise out of any other business of the Company or its affiliates.

 

Separate account assets supporting variable options under variable annuity contracts are invested, as designated by the contractowner or participant (who bears the investment risk subject, in limited cases, to minimum guaranteed rates) under a contract, in shares of mutual funds that are managed by the Company or its affiliates, or in other selected mutual funds not managed by the Company or its affiliates.

 

Separate account assets and liabilities are carried at fair value and shown as separate captions in the Balance Sheets. Deposits, investment income, and net realized and unrealized capital gains (losses) of the separate accounts, however, are not reflected in the Statements of Operations (with the exception of realized and unrealized capital gains (losses) on the assets supporting the guaranteed interest option). The Statements of Cash Flows do not reflect investment activity of the separate accounts.

 

C-22

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

 

Assets and liabilities of separate account arrangements that do not meet the criteria in SOP 03-1 for separate presentation in the Balance Sheets (primarily guaranteed interest options), and revenue and expenses related to such arrangements, are consolidated in the financial statements with the general account. At December 31, 2008 and 2007, unrealized capital (losses) gains of $(249.2) and $21.1, respectively, after taxes, on assets supporting a guaranteed interest option are reflected in Shareholder’s equity.

 

Reinsurance

 

The Company utilizes reinsurance agreements to reduce its exposure to large losses in most aspects of its insurance business. Such reinsurance permits recovery of a portion of losses from reinsurers, although it does not discharge the primary liability of the Company as the direct insurer of the risks reinsured. The Company evaluates the financial strength of potential reinsurers and continually monitors the financial condition of reinsurers. Only those reinsurance recoverable balances deemed probable of recovery are reflected as assets on the Company’s Balance Sheets.

 

Participating Insurance

 

Participating business approximates 2.0% of the Company’s ordinary life insurance in force and 21.9% of life insurance premium income. The amount of dividends to be paid is determined annually by the Board of Directors. Amounts allocable to participating contractowners are based on published dividend projections or expected dividend scales. Dividends to participating policyholders of $13.7, $14.8, and $15.4, were incurred during the years ended December 31, 2008, 2007, and 2006, respectively.

 

Income Taxes

 

The Company is taxed at regular corporate rates after adjusting income reported for financial statement purposes for certain items. Deferred income tax expenses (benefits) result from changes during the year in cumulative temporary differences between the tax basis and book basis of assets and liabilities.

 

C-23

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

2.

Investments

 

Fixed Maturities and Equity Securities

 

Fixed maturities and equity securities, available-for-sale, were as follows as of December 31, 2008.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized

 

 

Unrealized

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized

 

 

Capital

 

 

Capital

 

 

Fair

 

 

 

 

 

 

 

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasuries

 

$

1,109.3 

 

$

74.2 

 

$

0.3 

 

$

1,183.2 

 

U.S. government agencies and authorities

 

267.3 

 

 

20.8 

 

 

0.8 

 

 

287.3 

 

State, municipalities, and political 

 

 

 

 

 

 

 

 

 

 

 

 

 

subdivisions

 

 

48.2 

 

 

0.3 

 

 

9.1 

 

 

39.4 

 

U.S. corporate securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Public utilities

 

 

1,452.2 

 

 

5.6 

 

 

133.1 

 

 

1,324.7 

 

 

Other corporate securities

 

5,570.9 

 

 

68.5 

 

 

634.1 

 

 

5,005.3 

 

Total U.S. corporate securities

 

7,023.1 

 

 

74.1 

 

 

767.2 

 

 

6,330.0 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign securities(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

Government

 

 

426.7 

 

 

3.3 

 

 

65.4 

 

 

364.6 

 

 

Other

 

 

 

 

 

3,145.5 

 

 

11.4 

 

 

411.0 

 

 

2,745.9 

 

Total foreign securities

 

3,572.2 

 

 

14.7 

 

 

476.4 

 

 

3,110.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

4,264.0 

 

 

122.4 

 

 

803.0 

 

 

3,583.4 

 

Commercial mortgage-backed securities

 

3,585.9 

 

 

-  

 

 

1,028.0 

 

 

2,557.9 

 

Other asset-backed securities

 

1,500.2 

 

 

9.2 

 

 

464.9 

 

 

1,044.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fixed maturities, including 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities pledged

 

21,370.2 

 

 

315.7 

 

 

3,549.7 

 

 

18,136.2 

 

Less: securities pledged

 

976.7 

 

 

46.4 

 

 

29.9 

 

 

993.2 

Total fixed maturities

 

20,393.5 

 

 

269.3 

 

 

3,519.8 

 

 

17,143.0 

Equity securities

 

 

257.6 

 

 

0.3 

 

 

4.0 

 

 

253.9 

Total investments, available-for-sale

$

20,651.1 

 

$

269.6 

 

$

3,523.8 

 

$

17,396.9 

(1) Primarily U.S. dollar denominated.

 

 

 

 

 

 

 

 

 

 

 

 

 

C-24

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Fixed maturities and equity securities, available-for-sale, were as follows as of December 31, 2007.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized

 

 

Unrealized

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized

 

 

Capital

 

 

Capital

 

 

Fair

 

 

 

 

 

 

 

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasuries

 

$

18.4 

 

$

1.0 

 

$

-  

 

$

19.4 

 

U.S. government agencies and authorities

 

86.1 

 

 

1.0 

 

 

0.3 

 

 

86.8 

 

State, municipalities, and political 

 

 

 

 

 

 

 

 

 

 

 

 

 

subdivisions

 

 

49.7 

 

 

-  

 

 

2.5 

 

 

47.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. corporate securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Public utilities

 

 

1,417.5 

 

 

22.8 

 

 

13.4 

 

 

1,426.9 

 

 

Other corporate securities

 

6,742.7 

 

 

81.1 

 

 

67.0 

 

 

6,756.8 

 

Total U.S. corporate securities

 

8,160.2 

 

 

103.9 

 

 

80.4 

 

 

8,183.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign securities(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

Government

 

 

525.2 

 

 

14.9 

 

 

7.1 

 

 

533.0 

 

 

Other

 

 

 

 

 

3,280.6 

 

 

40.5 

 

 

59.4 

 

 

3,261.7 

 

Total foreign securities

 

3,805.8 

 

 

55.4 

 

 

66.5 

 

 

3,794.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

4,988.4 

 

 

53.3 

 

 

85.8 

 

 

4,955.9 

 

Commercial mortgage-backed securities

 

3,842.2 

 

 

37.6 

 

 

36.4 

 

 

3,843.4 

 

Other asset-backed securities

 

1,947.5 

 

 

5.7 

 

 

108.3 

 

 

1,844.9 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fixed maturities, including 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities pledged

 

22,898.3 

 

 

257.9 

 

 

380.2 

 

 

22,776.0 

 

Less: securities pledged

 

953.3 

 

 

6.1 

 

 

16.8 

 

 

942.6 

Total fixed maturities

 

21,945.0 

 

 

251.8 

 

 

363.4 

 

 

21,833.4 

Equity securities

 

 

216.6 

 

 

2.8 

 

 

8.3 

 

 

211.1 

Total investments, available-for-sale

$

22,161.6 

 

$

254.6 

 

$

371.7 

 

$

22,044.5 

(1) Primarily U.S. dollar denominated.

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2008 and 2007, net unrealized loss was $3,237.7 and $127.8, respectively, on total fixed maturities, including securities pledged to creditors, and equity securities.

 

C-25

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

The amortized cost and fair value of fixed maturities as of December 31, 2008, are shown below by contractual maturity. Actual maturities may differ from contractual maturities as securities may be restructured, called, or prepaid.

 

 

 

 

 

 

 

 

 

 

Amortized

 

 

Fair

 

 

 

 

 

 

 

 

 

Cost

 

 

Value

Due to mature:

 

 

 

 

 

 

 

One year or less

$

463.4 

 

$

458.5 

 

After one year through five years

 

5,534.1 

 

 

5,120.1 

 

After five years through ten years

 

3,347.5 

 

 

2,993.1 

 

After ten years

 

2,675.1 

 

 

2,378.7 

 

Mortgage-backed securities

 

7,849.9 

 

 

6,141.3 

 

Other asset-backed securities

 

1,500.2 

 

 

1,044.5 

Less: securities pledged

 

976.7 

 

 

993.2 

Fixed maturities, excluding securities pledged

$

20,393.5 

 

$

17,143.0 

 

The Company had investments with five issuers, other than obligations of the U.S. government and government agencies, with a carrying value in excess of 10.0% of the Company’s Shareholder’s equity at December 31, 2008. At December 31, 2007, the Company did not have any investments in a single issuer, other than obligations of the U.S. government and government agencies, with a carrying value in excess of 10.0% of the Company’s Shareholder’s equity.

 

At December 31, 2008 and 2007, fixed maturities with fair values of $22.3 billion and $11.2, respectively, were on deposit as required by regulatory authorities. The increase was due to unrestricted deposits of securities made to the State of Iowa.

 

The Company invests in various categories of collateralized mortgage obligations (“CMOs”) that are subject to different degrees of risk from changes in interest rates and, for CMOs that are not agency-backed, defaults. The principal risks inherent in holding CMOs are prepayment and extension risks related to dramatic decreases and increases in interest rates resulting in the prepayment of principal from the underlying mortgages, either earlier or later than originally anticipated. At December 31, 2008 and 2007, approximately 12.1% and 7.5%, respectively, of the Company’s CMO holdings were invested in those types of CMOs which are subject to more prepayment and extension risk than traditional CMOs, such as interest-only or principal-only strips.

 

The Company is a member of the Federal Home Loan Bank of Des Moines (“FHLB”) and is required to maintain a collateral deposit that backs funding agreements issued to the FHLB. At December 31, 2008 and 2007, the Company had $2,995.2 and $2,898.7, respectively, in non-putable funding agreements, including accrued interest, issued to the FHLB. At December 31, 2008 and 2007, assets with a market value of approximately $3,341.1 and $3,270.1, respectively, collateralized the funding agreements to the FHLB. Assets pledged to the FHLB are included in Fixed maturities, available-for-sale, in the Balance Sheets.

 

C-26

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

In conjunction with the January 2009 agreement with the Dutch State regarding the transfer of 80% of the Company's Alt-A residential mortgage backed securities (“Alt-A RMBS”), which included $375.1 in Alt-A RMBS pledged to the FHLB, the Company substituted the Alt-A RMBS assets pledged with other fixed maturities. By February 17, 2009, the Company recalled these Alt-A securities in order to implement the transaction with the Dutch State and reduced the funding agreements pro rata.

 

Transfer of Alt-A RMBS Participation Interest

 

On January 26, 2009, ING announced it reached an agreement, for itself and on behalf of certain ING affiliates including the Company, with the Dutch State on an Illiquid Assets Back-up Facility (the “Back-up Facility”) covering 80% of ING’s Alt-A residential mortgage-backed securities (“Alt-A RMBS”). Under the terms of the Back-up Facility, a full credit risk transfer to the Dutch State will be realized on 80% of ING’s Alt-A RMBS owned by ING Bank, FSB and ING affiliates within ING Insurance Americas with a book value of $36.0 billion portfolio, including book value of $1.4 billion of the Alt-A RMBS portfolio owned by the Company (with respect to the Company’s portfolio, the “Designated Securities Portfolio”) (the “ING-Dutch State Transaction”). As a result of the risk transfer, the Dutch State will participate in 80% of any results of the ING Alt-A RMBS portfolio. The risk transfer to the Dutch State will take place at a discount of approximately 10% of par value. In addition, under the Back-up Facility, other fees will be paid both by the Company and the Dutch State. Each ING company participating in the ING-Dutch State Transaction, including the Company will remain the legal owner of 100% of its Alt-A RMBS portfolio and will remain exposed to 20% of any results on the portfolio. Subject to documentation and regulatory approvals, the ING-Dutch State Transaction is expected to close by the end of March 2009, with the affiliate participation conveyance and risk transfer to the Dutch State described in the succeeding paragraph to take effect as of January 26, 2009.

 

In order to implement that portion of the ING-Dutch State Transaction related to the Company’s Designated Securities Portfolio, the Company will enter into a participation agreement with its affiliates, ING Support Holding B.V. (“ING Support Holding”) and ING pursuant to which the Company will convey to ING Support Holding an 80% participation interest in its Designated Securities Portfolio and pay a periodic transaction fee, and will receive, as consideration for the participation, an assignment by ING Support Holding of its right to receive payments from the Dutch State under the Illiquid Assets Back-Up Facility related to the Company’s Designated Securities Portfolio among, ING, ING Support Holding and the Dutch State (the “Company Back-Up Facility”). Under the Company Back-Up Facility, the Dutch State will be obligated to pay certain periodic fees and make certain periodic payments with respect to the Company’s Designated Securities Portfolio, and ING Support Holding will be obligated to pay a periodic guarantee fee and make periodic payments to the Dutch State equal to the distributions it receives with respect to the 80% participation interest in the Company’s Designated Securities Portfolio.

 

C-27

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

In a second transaction, known as the Step 1 Cash Transfer, a portion of the Company’s Alt-A RMBS which has a book value of $27.9 will be sold for cash to an affiliate, Lion II Custom Investments LLC (“Lion II”). Immediately thereafter, Lion II will sell to ING Direct Bancorp the purchased securities (the “Step 2 Cash Transfer”). Contemporaneous with the Step 2 Cash Transfer, ING Direct Bancorp will include such purchased securities as part of its Alt-A RMBS portfolio sale to the Dutch State. Subject to documentation and regulatory approval, the Step 1 Cash Transfer is expected to close by the end of March 2009 contemporaneous with the closing of the ING-Dutch State Transaction.

 

Since the Company had the intent to sell a portion of its Alt-A RMBS through the 80% participation interest in its Designated Securities Portfolio or as part of the Step 1 Cash Transfer as of December 31, 2008, the Company recognized $56.9 in other-than-temporary impairments with respect to the 80% participation interest in its Designated Securities Portfolio that it expects to convey as part of the ING-Dutch State Transaction and the Step 1 Cash Transfer. The Company expects to reduce the unrealized loss balance in Accumulated other comprehensive loss included in Shareholder’s equity by approximately $400.0 and recognize a gain in the estimated range of $110.0 to $130.0 upon the closing of the ING-Dutch State Transaction and the Step 1 Cash Transfer.

 

Repurchase Agreements

 

The Company engages in dollar repurchase agreements (“dollar rolls”) and repurchase agreements to increase its return on investments and improve liquidity. These transactions involve a sale of securities and an agreement to repurchase substantially the same securities as those sold. Company policies require a minimum of 95% of the fair value of securities pledged under dollar rolls and repurchase agreement transactions to be maintained as collateral. Cash collateral received is invested in fixed maturities, and the offsetting collateral liability is included in Borrowed money on the Balance Sheets. At December 31, 2008 and 2007, the carrying value of the securities pledged in dollar rolls and repurchase agreement transactions was $562.8 and $745.5, respectively. The carrying value of the securities pledged in dollar rolls and repurchase agreement transactions is included in Securities pledged on the Balance Sheets. The repurchase obligation related to dollar rolls and repurchase agreements totaled $482.2 and $711.9 at December 31, 2008 and 2007, respectively. The repurchase obligation related to dollar rolls and repurchase agreements is included in Borrowed money on the Balance Sheets.

 

The Company also enters into reverse repurchase agreements. At December 31, 2008 and 2007, the Company did not have any securities in reverse repurchase agreements.

 

The primary risk associated with short-term collateralized borrowings is that the counterparty will be unable to perform under the terms of the contract. The Company’s exposure is limited to the excess of the net replacement cost of the securities over the value of the short-term investments, an amount that was immaterial at December 31, 2008 and 2007. The Company believes the counterparties to the dollar rolls, repurchase, and reverse repurchase agreements are financially responsible and that the counterparty risk is minimal.

 

C-28

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Securities Lending

 

The Company engages in securities lending whereby certain securities from its portfolio are loaned to other institutions for short periods of time. Initial collateral, primarily cash, is required at a rate of 102% of the market value of the loaned domestic securities. The collateral is deposited by the borrower with a lending agent, and retained and invested by the lending agent according to the Company’s guidelines to generate additional income. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value of the loaned securities fluctuates. At December 31, 2008 and 2007, the fair value of loaned securities was $125.4 and $123.1, respectively.

 

Unrealized Capital Losses

 

Unrealized capital losses in fixed maturities at December 31, 2008 and 2007, were primarily related to the effects of interest rate movement or changes in credit spreads on mortgage and other asset-backed securities. Mortgage and other asset-backed securities include U.S. government-backed securities, principal protected securities, and structured securities, which did not have an adverse change in cash flows. The following table summarizes the unrealized capital losses by duration and reason, along with the fair value of fixed maturities, including securities pledged to creditors, in unrealized capital loss positions at December 31, 2008 and 2007.

 

 

 

 

 

 

 

 

 

 

Less than

 

 

More than 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months

 

 

Six Months and 

 

 

More than

 

 

Total

 

 

 

 

 

 

 

 

 

Below

 

 

less than Twelve 

 

 

Twelve Months

 

 

Unrealized

 

 

 

 

 

 

 

 

 

Amortized 

 

 

Months Below

 

 

Below

 

 

Capital

2008

 

 

 

 

 

 

Cost

 

 

Amortized Cost

 

 

Amortized Cost

 

 

Losses

Interest rate or spread widening

$

198.7 

 

$

538.4 

 

$

516.7 

 

$

1,253.8 

Mortgage and other asset-backed securities

 

562.6 

 

 

375.6 

 

 

1,357.7 

 

 

2,295.9 

Total unrealized capital losses

$

761.3 

 

$

914.0 

 

$

1,874.4 

 

$

3,549.7 

Fair value

 

 

 

$

4,350.9 

 

$

4,522.0 

 

$

4,551.9 

 

$

13,424.8 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate or spread widening

$

37.8 

 

$

49.2 

 

$

62.7 

 

$

149.7 

Mortgage and other asset-backed securities

 

73.3 

 

 

134.8 

 

 

22.4 

 

 

230.5 

Total unrealized capital losses

$

111.1 

 

$

184.0 

 

$

85.1 

 

$

380.2 

Fair value

 

 

 

$

5,322.0 

 

$

3,248.4 

 

$

3,300.6 

 

$

11,871.0 

 

 

C-29

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Of the unrealized capital losses aged more than twelve months, the average market value of the related fixed maturities is 75.7% of the average book value. In addition, this category includes 1,499 securities, which have an average quality rating of AA-. No other-than-temporary impairment loss was considered necessary for these fixed maturities as of December 31, 2008. The fair value of the Company’s fixed maturities declined $483.4, before tax and DAC, from December 31, 2008 through February 28, 2009, due to further widening of credit spreads. This decline in fair value includes $258.3 related to the Company’s investments in commercial mortgage-backed securities.

 

Other-Than-Temporary Impairments

 

The following table identifies the Company’s other-than-temporary impairments by type for the years ended December 31, 2008, 2007, and 2006.

 

 

 

2008

 

 

2007

 

 

2006

 

 

 

 

 

No. of

 

 

 

 

 

No. of

 

 

 

 

No. of

 

Impairment

 

 

Securities

 

Impairment

 

 

Securities

 

Impairment

 

Securities

U.S. Treasuries

$

-  

 

 

- 

 

$

-  

* 

 

1 

 

$

0.1 

 

1 

U.S. Corporate

 

289.1 

 

 

230 

 

 

81.0 

 

 

173 

 

 

15.8 

 

63 

Foreign

 

229.4 

 

 

108 

 

 

25.7 

 

 

74 

 

 

3.5 

 

13 

Residential mortgage-backed

 

289.8 

 

 

98 

 

 

3.0 

 

 

24 

 

 

12.7 

 

68 

Commercial mortgage-backed

4.8 

 

 

1 

 

 

-  

 

 

- 

 

 

-  

 

- 

Other asset-backed

 

182.5 

 

 

93 

 

 

43.3 

 

 

91 

 

 

1.2 

 

2 

Equity

 

32.0 

 

 

12 

 

 

-  

 

 

- 

 

 

-  

 

- 

Limited partnerships

 

0.5 

 

 

1 

 

 

0.3 

 

 

1 

 

 

0.5 

 

2 

Total

$

1,028.1 

 

 

543 

 

$

153.3 

 

 

364 

 

$

33.8 

 

149 

*Less than $0.1.

 

 

 

 

 

 

 

 

 

 

 

 

The above schedule includes $369.7, $31.0, and $11.5, in other-than-temporary write-downs for the years ended December 31, 2008, 2007, and 2006, respectively, related to the analysis of credit risk and the possibility of significant prepayment risk. The remaining $658.4, $122.3, and $22.3, in write-downs for the years ended December 31, 2008, 2007, and 2006, respectively, are related to investments that the Company does not have the intent to retain for a period of time sufficient to allow for recovery in fair value.

 

C-30

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

The following table summarizes these write-downs by type for the years ended December 31, 2008, 2007, and 2006.

 

 

 

 

2008

 

 

2007

 

 

2006

 

 

 

 

 

 

No. of

 

 

 

 

 

No. of

 

 

 

 

No. of

 

 

 

Impairment

 

 

Securities

 

 

Impairment

 

 

Securities

 

 

Impairment

 

Securities

U.S. Treasuries

 

$

-  

 

 

- 

 

$

-  

* 

 

1 

 

$

0.1 

 

1 

U.S. Corporate

 

 

199.8 

 

 

178 

 

 

70.6 

 

 

161 

 

 

15.8 

 

63 

Foreign

 

 

146.5 

 

 

87 

 

 

21.4 

 

 

68 

 

 

3.5 

 

13 

Residential mortgage-backed

 

 

142.9 

 

 

40 

 

 

1.0 

 

 

5 

 

 

1.7 

 

4 

Other asset-backed

 

 

169.2 

 

 

58 

 

 

29.3 

 

 

84 

 

 

1.2 

 

2 

Total

 

$

658.4 

 

 

363 

 

$

122.3 

 

 

319 

 

$

22.3 

 

83 

* Less than $0.1.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The remaining fair value of fixed maturities with other-than-temporary impairments at December 31, 2008, 2007, and 2006, was $2,268.4, $2,353.8, and $437.4, respectively.

 

The Company may sell securities during the period in which fair value has declined below amortized cost for fixed maturities or cost for equity securities. In certain situations new factors, including changes in the business environment, can change the Company’s previous intent to continue holding a security.

 

Net Investment Income

 

Sources of Net investment income were as follows for the years ended December 31, 2008, 2007, and 2006.

 

 

 

2008

 

 

2007

 

 

2006

Fixed maturities, available-for-sale

$

1,361.0 

 

$

1,176.1 

 

$

1,009.7 

Equity securities, available-for-sale

 

(0.2)

 

 

3.3 

 

 

1.9 

Mortgage loans on real estate

 

223.6 

 

 

233.1 

 

 

225.3 

Policy loans

 

8.8 

 

 

9.0 

 

 

9.1 

Short-term investments and cash equivalents

 

4.5 

 

 

6.7 

 

 

5.5 

Other

 

(53.3)

 

 

35.1 

 

 

13.9 

Gross investment income

 

1,544.4 

 

 

1,463.3 

 

 

1,265.4 

Less: investment expenses

 

106.4 

 

 

116.9 

 

 

109.0 

Net investment income

$

1,438.0 

 

$

1,346.4 

 

$

1,156.4 

 

At December 31, 2008 and 2007, the Company had $21.2 and $60.3, respectively, of non-income producing investments in fixed maturities.

 

C-31

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Net Realized Capital Gains (Losses)

 

Net realized capital gains (losses) are comprised of the difference between the amortized cost of investments and proceeds from sale, and redemption, as well as losses incurred due to the other-than-temporary impairment of investments and changes in fair value of derivatives. The cost of the investment on disposal is determined based on specific identification of securities using the first-in, first-out method. Net realized capital gains (losses) on investments were as follows for the years ended December 31, 2008, 2007, and 2006.

 

 

 

2008

 

 

2007

 

 

2006

Fixed maturities, available-for-sale

$

(975.9)

 

$

(100.3)

 

$

(43.8)

Equity securities, available-for-sale

 

(52.9)

 

 

0.5 

 

 

0.9 

Derivatives

 

(447.5)

 

 

(291.0)

 

 

(48.2)

Other

 

(5.4)

 

 

(0.4)

 

 

0.7 

Net realized capital losses

$

(1,481.7)

 

$

(391.2)

 

$

(90.4)

After-tax net realized capital losses

$

(963.1)

 

$

(254.3)

 

$

(58.8)

 

Net realized capital losses increased for the year ended December 31, 2008, primarily due to higher losses on fixed maturities as a result of other-than-temporary impairments driven by the widening of credit spreads. In addition, derivative realized losses increased for the year ended December 31, 2008, driven by interest rate swaps due to lower LIBOR rates and by losses on call options due to the drop in equity markets. These losses were partially offset by gains on futures, which were also a result of poor equity market performance.

 

Proceeds from the sale of fixed maturities and equity securities, available-for-sale, and the related gross realized gains and losses were as follows for the years ended December 31, 2008, 2007, and 2006.

 

 

 

2008

 

 

2007

 

 

2006

Proceeds on sales

$

9,271.9 

 

$

5,859.3 

 

$

5,543.1 

Gross gains

 

100.2 

 

 

41.1 

 

 

64.5 

Gross losses

 

164.9 

 

 

57.0 

 

 

78.0 

 

 

3.

Financial Instruments

 

Fair Value Measurements

 

FAS 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements.

 

C-32

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Fair Value Hierarchy

 

The Company has categorized its financial instruments into a three level hierarchy based on the priority of the inputs to the valuation technique.

 

The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

 

Financial assets and liabilities recorded at fair value on the Balance Sheets are categorized as follows:

 

 

§

Level 1 - Unadjusted quoted prices for identical assets or liabilities in an active market.

 

§

Level 2 - Quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

Level 2 inputs include the following:

 

a)

Quoted prices for similar assets or liabilities in active markets;

 

b)

Quoted prices for identical or similar assets or liabilities in non-active markets;

 

c)

Inputs other than quoted market prices that are observable; and

 

d)

Inputs that are derived principally from or corroborated by observable market data through correlation or other means.

 

§

Level 3 - Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These valuations, whether derived internally or obtained from a third party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability.

 

The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of December 31, 2008.

 

 

 

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3(1)

 

 

Total

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities, available-for-sale, 

 

 

 

 

 

 

 

 

 

 

 

 

 

including securities pledged

$

1,183.3 

 

$

14,363.3 

 

$

2,589.6 

 

$

18,136.2 

 

Equity securities, available-for-sale

 

253.9 

 

 

-  

 

 

-  

 

 

253.9 

 

Other investments (primarily derivatives)

 

-  

 

 

164.1 

 

 

176.2 

 

 

340.3 

 

Cash and cash equivalents, short-term 

 

 

 

 

 

 

 

 

 

 

 

 

 

investments, and short-term investments 

 

 

 

 

 

 

 

 

 

 

 

 

 

under securities loan agreement

 

852.9 

 

 

-  

 

 

-  

 

 

852.9 

 

Assets held in separate accounts

 

34,090.8 

 

 

-  

 

 

-  

 

 

34,090.8 

Total

 

 

 

$

36,380.9 

 

$

14,527.4 

 

$

2,765.8 

 

$

53,674.1 

 

 

C-33

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

 

 

 

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3(1)

 

 

Total

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment contract guarantees:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Indexed Annuities 

 

-  

 

 

-  

 

 

638.9 

 

 

638.9 

 

 

 

Guaranteed Minimum Withdrawal and 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulation Benefits 

 

-  

 

 

-  

 

 

153.0 

 

 

153.0 

 

 

 

Other liabilities (primarily derivatives)

 

-  

 

 

614.0 

 

 

166.2 

 

 

780.2 

 

Total

 

 

 

$

-  

 

$

614.0 

 

$

958.1 

 

$

1,572.1 

 

 

 

 

(1)

Level 3 net assets and liabilities accounted for 3.5% of total net assets and liabilities measured at fair value on a 

 

 

recurring basis. Excluding separate accounts assets for which the policyholder bears the risk, the Level 3 net assets 

 

 

and liabilities in relation to total net assets and liabilities measured at fair value on a recurring basis totaled 10.0%.

 

 

Valuation of Financial Assets and Liabilities

 

The Company utilizes a number of valuation methodologies to determine the fair values of its financial assets and liabilities in conformity with the concepts of “exit price” and the fair value hierarchy as prescribed in FAS 157. Valuations are obtained from third party commercial pricing services, brokers and industry-standard, vendor-provided software that models the value based on market observable inputs. The valuations obtained from the brokers are non-binding. The valuations are reviewed and validated monthly through comparisons to internal pricing models, back testing to recent trades, and monitoring of trading volumes.

 

All valuation methods and assumptions are validated at least quarterly to ensure the accuracy and relevance of the fair values. There were no material changes to the valuation methods or assumptions used to determine fair values.

 

The following valuation methods and assumptions were used by the Company in estimating the fair value of the following financial instruments:

 

Fixed maturities, available-for-sale: The fair values for the actively traded marketable bonds are determined based upon the quoted market prices or dealer quotes and are classified as Level 1 assets. The fair values for marketable bonds without an active market, excluding subprime and Alt-A mortgage-backed securities, are obtained through several commercial pricing services, which provide the estimated fair values, and are classified as Level 2 assets. These services incorporate a variety of market observable information in their valuation techniques, including benchmark yields, broker-dealer quotes, credit quality, issuer spreads, bids, offers and other reference data. Valuations obtained from third party commercial pricing services are non-binding and are validated monthly through comparisons to internal pricing models, back testing to recent trades, and monitoring of trading volumes.

 

C-34

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Fair values of privately placed bonds are determined using a matrix-based pricing model and are classified as Level 2 assets. The model considers the current level of risk-free interest rates, current corporate spreads, the credit quality of the issuer, and cash flow characteristics of the security. Also considered are factors such as the net worth of the borrower, the value of collateral, the capital structure of the borrower, the presence of guarantees, and the Company’s evaluation of the borrower’s ability to compete in their relevant market. Using this data, the model generates estimated market values which the Company considers reflective of the fair value of each privately placed bond.

 

The fair values for certain collateralized mortgage obligations (“CMO-Bs”) are determined by taking the average of broker quotes when more than one broker quote is provided. A few of the CMO-Bs are priced by the originating broker due to the complexity and unique characteristics of the asset. Due to the lack of corroborating evidence to support a higher level, these bonds are classified as Level 3 assets.

 

Trading activity for the Company’s Residential Mortgage-backed Securities (“RMBS”), particularly subprime and Alt-A mortgage-backed securities, has been declining during 2008 as a result of the dislocation of the credit markets. During 2008, the Company continued to obtain pricing information from commercial pricing services and brokers. However, the pricing for subprime and Alt-A mortgage-backed securities did not represent regularly occurring market transactions since the trading activity declined significantly in the second half of 2008. As a result, the Company concluded in the second half of 2008 that the market for subprime and Alt-A mortgage-backed securities was inactive. The Company did not change its valuation procedures, which are consistent with those used for Level 2 marketable bonds without an active market, as a result of determining that the market was inactive. However, the Company determined that the classification within the valuation hierarchy should be transferred to Level 3 due to market inactivity.

 

At December 31, 2008, the fixed maturities valued using unadjusted broker quotes totaled $10,482.3.

 

Equity securities, available-for-sale: Fair values of these securities are based upon quoted market price and are classified as Level 1 assets.

 

Cash and cash equivalents, Short-term investments, and Short-term investments under securities loan agreement: The carrying amounts for cash reflect the assets’ fair values. The fair values for cash equivalents and short-term investments are determined based on quoted market prices. These assets are classified as Level 1.

 

Assets held in separate accounts: Assets held in separate accounts are reported at the quoted fair values of the underlying investments in the separate accounts. Mutual funds, short-term investments and cash are based upon a quoted market price and are classified as Level 1.

 

C-35

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Other financial instruments reported as assets and liabilities: The carrying amounts for these financial instruments (primarily derivatives) reflect the fair value of the assets and liabilities. Derivatives are carried at fair value (on the Balance Sheets), which is determined using the Company’s derivative accounting system in conjunction with observable key financial data from third party sources or through values established by third party brokers. Counterparty credit risk is considered and incorporated in the Company’s valuation process through counterparty credit rating requirements and monitoring of overall exposure. It is the Company’s policy to deal only with investment grade counterparties with a credit rating of A- or better. The Company obtains a key input into the valuation model for puts, calls, and futures from one third party broker. Because the input is not received from multiple brokers, these fair values are not deemed to be calculated based on market observable inputs, and, therefore, these instruments are classified as Level 3. However, all other derivative instruments are valued based on market observable inputs and are classified as Level 2.

 

Investment contract guarantees: The Company records liabilities, which can be either positive or negative, for annuity contracts containing guaranteed riders for GMABs and GMWBs without life contingencies in accordance with FAS 133. The guarantee is treated as an embedded derivative and is required to be reported separately from the host variable annuity contract. The fair value of the obligation is calculated based on actuarial and capital market assumptions related to the projected cash flows, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are produced by using stochastic techniques under a variety of market return scenarios and other best estimate assumptions.

 

The Company also records for its FIA contracts an embedded derivative liability for interest payments to contractholders above the minimum guaranteed interest rate, in accordance with FAS 133. The guarantee is treated as an embedded derivative and is required to be reported separately from the host contract. The fair value of the obligation is calculated based on actuarial and capital market assumptions related to the projected cash flows, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are produced by best estimate assumptions.

 

Nonperformance risk for investment contract guarantees contains adjustments to the fair values of these contract liabilities related to the current credit standing of ING and the Company based on credit default swaps with similar term to maturity and priority of payment. The ING credit default swap spread is applied to the discount factors for FIAs and the risk-free rates for GMABs and GMWBs in the Company’s valuation models in order to incorporate credit risk into the fair values of these investment contract guarantees. As of December 31, 2008, the credit ratings of ING and the Company increased by approximately 185 basis points during the year, which resulted in substantial changes in the valuation of the reserves for all investment contract guarantees.

 

C-36

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

The following disclosures are made in accordance with the requirements of FAS No. 107, “Disclosures about Fair Value of Financial Instruments” (“FAS 107”). FAS 107 requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates, in many cases, could not be realized in immediate settlement of the instrument.

 

FAS 107 excludes certain financial instruments, including insurance contracts, and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

 

The following valuation methods and assumptions were used by the Company in estimating the fair value of the following financial instruments for purposes of FAS 107 disclosures:

 

Mortgage loans on real estate: The fair values for mortgage loans on real estate are estimated using discounted cash flow analyses and rates currently being offered in the marketplace for similar loans to borrowers with similar credit ratings. Loans with similar characteristics are aggregated for purposes of the calculations.

 

Policy loans: The fair value of policy loans is equal to the carrying, or cash surrender, value of the loans. Policy loans are fully collateralized by the account value of the associated insurance contracts.

 

Deposits from affiliates: Fair value is estimated based on the fair value of the liabilities for the account values of the underlying contracts, plus the fair value of the unamortized ceding allowance based on the present value of the projected release of the ceding allowance, discounted at risk-free rates, plus a credit spread.

 

Investment contract liabilities (included in Future policy benefits and claims reserves):

 

With a fixed maturity: Fair value is estimated by discounting cash flows, including associated expenses for maintaining the contracts, at rates which are market risk-free rates augmented by credit spreads on current Company debt or AA insurance company debt. The augmentation is present to account for non-performance risk. A margin for non-financial risks associated with the contracts is also included.

 

Without a fixed maturity: Fair value is estimated as the mean present value of stochastically modeled cash flows associated with the contract liabilities relevant to both the contractholder and to the Company. Here, the stochastic valuation scenario set is consistent with current market parameters, and discount is taken using stochastically evolving short risk-free rates in the scenarios augmented by credit spreads on current Company debt. The

 

C-37

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

augmentation in the discount is present to account for non-performance risk. Margins for non-financial risks associated with the contract liabilities are also included.

 

Notes to affiliates: Estimated fair value of the Company’s notes to affiliates is based upon discounted future cash flows using a discount rate approximating the current market value.

 

The carrying values and estimated fair values of certain of the Company’s financial instruments were as follows at December 31, 2008 and 2007.

 

 

 

 

 

 

 

 

 

 

2008

 

 

 

2007

 

 

 

 

 

 

 

 

 

Carrying

 

 

Fair

 

 

 

Carrying

 

 

Fair

 

 

 

 

 

 

 

 

 

Value

 

 

Value

 

 

 

Value

 

 

Value

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities, available-for-sale,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

including securities pledged

 

$

18,136.2 

 

$

18,136.2 

 

 

$

22,776.0 

 

$

22,776.0 

 

Equity securities, available-for-sale

 

 

253.9 

 

 

253.9 

 

 

 

211.1 

 

 

211.1 

 

Mortgage loans on real estate

 

 

3,923.3 

 

 

3,803.3 

 

 

 

3,701.7 

 

 

3,739.4 

 

Policy loans

 

 

144.4 

 

 

144.4 

 

 

 

155.8 

 

 

155.8 

 

Cash, cash equivalents, Short-term 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

investments, and Short-term 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

investments under securities 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

loan agreement

 

 

852.9 

 

 

852.9 

 

 

 

520.9 

 

 

520.9 

 

Other investments

 

 

697.6 

 

 

706.5 

 

 

 

848.6 

 

 

857.3 

 

Deposits from affiliates

 

 

1,947.0 

 

 

2,025.7 

 

 

 

2,153.2 

 

 

2,192.0 

 

Assets held in separate accounts

 

 

34,090.8 

 

 

34,090.8 

 

 

 

44,477.8 

 

 

44,477.8 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment contract liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred annuities

 

 

19,282.5 

 

 

18,986.2 

 

 

 

19,733.8 

 

 

18,150.4 

 

 

Guaranteed investment contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and funding agreements

 

 

6,868.9 

 

 

6,580.2 

 

 

 

9,415.1 

 

 

9,498.2 

 

 

Supplementary contracts and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

immediate annuities

 

 

866.5 

 

 

883.9 

 

 

 

900.3 

 

 

900.3 

 

 

Derivatives

 

 

780.2 

 

 

780.2 

 

 

 

273.8 

 

 

273.8 

 

Notes to affiliates

 

 

435.0 

 

 

407.6 

 

 

 

435.0 

 

 

420.6 

 

Fair value estimates are made at a specific point in time, based on available market information and judgments about various financial instruments, such as estimates of timing and amounts of future cash flows. Such estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized capital gains (losses). In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instruments. In evaluating the Company’s management of interest rate, price, and liquidity risks, the fair values of all assets and liabilities should be taken into consideration, not only those presented above.

 

C-38

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Level 3 Financial Instruments

 

The fair values of certain assets and liabilities are determined using prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (i.e., Level 3 as defined by FAS 157). These valuations, whether derived internally or obtained from a third party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability. In light of the methodologies employed to obtain the fair values of financial assets and liabilities classified as Level 3, additional information is presented below, with particular attention addressed to changes in derivatives, FIAs, and GMWBs and GMABs due to their impacts on the Company’s results of operations.

 

The following table summarizes the changes in fair value of the Company’s Level 3 assets and liabilities for the year ended December 31, 2008.

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities,

 

 

 

 

 

Investment

 

 

 

 

 

 

 

 

 

 

 

available-for-sale

 

 

 

 

 

Contract Guarantees

 

 

 

 

 

 

 

 

 

 

 

including 

 

 

 

 

 

 

 

 

GMWB/

 

 

 

 

 

 

 

 

 

 

 

securities pledged

 

 

Derivatives

 

 

FIA

 

 

GMAB

 

Balance at January 1, 2008

$

1,396.3 

 

$

298.2 

 

$

(925.6)

 

$

(2.7)

 

 

Capital gains (losses):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized capital gains (losses)

 

(7.5) 

(1)

 

(76.2)

(3)

 

328.4 

(4)

 

(141.5)

(4)

 

 

Net unrealized capital 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

gains (losses)(2)

 

27.9 

 

 

-  

 

 

-  

 

 

-  

 

 

Total net realized and unrealized 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

capital gains (losses)

 

20.4 

 

 

(76.2)

 

 

328.4 

 

 

(141.5)

 

 

 

Purchases, sales, issuances, and 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

settlements, net

 

(32.5)

 

 

(105.1)

 

 

(41.7)

 

 

(8.8)

 

 

 

Transfer in (out) of Level 3

 

1,205.4 

 

 

(106.9)

 

 

-  

 

 

-  

 

Balance at December 31, 2008

$

2,589.6 

 

$

10.0 

 

$

(638.9)

 

$

(153.0)

 

 

 

 

 

 

 

(1)

This amount is included in Net realized capital gains (losses) on the Statements of Operations.

 

 

 

 

(2)

The amounts in this line are included in Accumulated other comprehensive income (loss) on the Balance Sheets.

 

(3)

This amount is included in Net realized capital gains (losses) on the Statements of Operations and contains 

 

 

 

 

unrealized gains (losses) on Level 3 derivatives held at December 31, 2008.  All gains and losses on Level 3 assets 

 

 

are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized 

 

 

and unrealized gains (losses) separately by security. 

 

 

 

 

 

 

 

 

 

 

(4)

These amounts are included in Interest credited and other benefits to contractowners on the Statements of Operations.

 

 

All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure 

 

 

because it is impracticable to track realized and unrealized gains (losses) separately on a contract-by-contract basis. 

 

 

 

For the year ended December 31, 2008, the decline in the fair values of the FIA reserves was partially offset by a decline in the value of Level 3 derivatives that hedge the FIA exposure and the increase in the reserves for GMWBs and GMABs. The gains on the FIA embedded derivatives and the losses on the GMWBs ad GMABs were primarily driven by unfavorable

 

C-39

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

equity market performance and changes in interest rates during 2008. In addition, derivatives experienced losses related to unfavorable equity market performance, resulting in a decline in the fair values of these assets. For the year ended December 31, 2008, the net realized gains attributable to credit risk were $117.0. The net unrealized capital losses related to fixed maturities were driven by the widening of credit spreads.

 

During 2008, the Company determined that the classification within the valuation hierarchy related to the subprime and Alt-A mortgage-backed securities within the RMBS portfolio should be changed due to market inactivity. This change is presented as transfers into Level 3 in the table above and discussed in more detail in the previous disclosure regarding RMBS.

 

Derivative Financial Instruments

 

 

 

 

 

 

 

 

Notional Amount

 

 

Fair Value

 

 

 

 

 

 

 

2008

 

 

2007

 

 

2008

 

 

2007

Interest Rate Caps

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate caps are used to manage the interest rate risk 

 

 

 

 

 

 

 

 

 

 

 

 

 

in the Company’s fixed maturity portfolio.  Interest rate 

 

 

 

 

 

 

 

 

 

 

 

 

 

caps are purchased contracts that provide the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

with an annuity in an increasing interest rate environment.  

 

122.0 

 

 

50.0 

 

$

0.1 

 

$

0.1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Swaps

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps are used to manage the interest rate risk 

 

 

 

 

 

 

 

 

 

 

 

 

 

in the Company’s fixed maturity portfolio, as well as 

 

 

 

 

 

 

 

 

 

 

 

 

 

the Company’s liabilities.  Interest rate swaps represent 

 

 

 

 

 

 

 

 

 

 

 

 

 

contracts that require the exchange of cash flows at regular 

 

 

 

 

 

 

 

 

 

 

 

 

 

interim  periods, typically monthly or quarterly.

 

7,130.0 

 

 

8,533.5 

 

 

(434.0)

 

 

(138.2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Exchange Swaps

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange swaps are used to reduce the risk of a 

 

 

 

 

 

 

 

 

 

 

 

 

 

change in the value, yield, or cash flow with respect to 

 

 

 

 

 

 

 

 

 

 

 

 

 

invested assets.  Foreign exchange swaps represent 

 

 

 

 

 

 

 

 

 

 

 

 

 

contracts that require the exchange of foreign currency 

 

 

 

 

 

 

 

 

 

 

 

 

 

cash flows for U.S. dollar cash flows at regular interim 

 

 

 

 

 

 

 

 

 

 

 

 

 

periods, typically quarterly or semi-annually.

 

287.3 

 

 

288.3 

 

 

(16.0)

 

 

(44.0)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit Default Swaps

 

 

 

 

 

 

 

 

 

 

 

 

Credit default swaps are used to reduce the credit loss

 

 

 

 

 

 

 

 

 

 

 

 

 

exposure with respect to certain assets that the Company 

 

 

 

 

 

 

 

 

 

 

 

 

 

owns, or to assume credit exposure on certain assets that 

 

 

 

 

 

 

 

 

 

 

 

 

 

the Company does not own.  Payments are made to or

 

 

 

 

 

 

 

 

 

 

 

 

 

received from the counterparty at specified intervals and 

 

 

 

 

 

 

 

 

 

 

 

 

 

amounts for the purchase or sale of credit protection. In the

 

 

 

 

 

 

 

 

 

 

 

 

 

event of a default on the underlying credit exposure, the 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company will either receive an additional payment 

 

 

 

 

 

 

 

 

 

 

 

 

 

(purchased credit protection) or will be required to make an 

 

 

 

 

 

 

 

 

 

 

 

 

 

additional payment (sold credit protection) equal to the 

 

 

 

 

 

 

 

 

 

 

 

 

 

notional value of the swap contract.

 

477.0 

 

 

488.9 

 

 

(112.1)

 

 

(22.1)

 

 

C-40

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

 

 

 

 

 

 

 

Notional Amount

 

 

Fair Value

 

 

 

 

 

 

 

 

2008

 

 

2007

 

 

2008

 

 

2007

 

Forwards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forwards are acquired to hedge the Company's

 

 

 

 

 

 

 

 

 

 

 

 

 

 

inverse portfolio against movements in interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

rates, particularly mortgage rates. On the 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

settlement date, the Company will either receive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

a payment (interest rate drops on owned forwards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

or interest rate rises on purchased forwards) or

 

 

 

 

 

 

 

 

 

 

 

 

 

 

will be required to make a payment (interest rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

rises on owned forwards or interest rate drops

 

 

 

 

 

 

 

 

 

 

 

 

 

 

on purchased forwards).

 

156.0 

 

 

-  

 

$

1.9 

 

$

-  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swaptions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swaptions are used to manage interest rate risk in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

the Company’s collateralized mortgage obligations 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

portfolio.  Swaptions are contracts that give the 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company the option to enter into an interest rate 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

swap at a specific future date.

 

1,667.5 

 

 

302.5 

 

 

3.4 

 

 

-  

** 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Futures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Futures contracts are used to hedge against a decrease

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in certain equity indices.  Such decrease may result

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in a decrease in variable annuity account values,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

which would increase the possibility of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

incurring an expense for guaranteed benefits in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

excess of account values.  A decrease in variable 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

annuity account values would also result in lower

 

 

 

 

 

 

 

 

 

 

 

 

 

 

fee income.  A decrease in equity markets may also

 

 

 

 

 

 

 

 

 

 

 

 

 

 

negatively impact the Company's investment in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

equity securities.  The futures income would 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

serve to offset these effects. Futures contracts 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

are also used to hedge against an increase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in certain equity indices.  Such increase may result

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in increased payments to contract holders of fixed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

indexed annuity contracts, and the futures income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

would serve to offset this increased expense.  The

 

 

 

 

 

 

 

 

 

 

 

 

 

 

underlying reserve liabilities are valued under 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

either SOP 03-1 or FAS 133 and FAS 157 (see 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

discussion under “Reserves” section) and the change 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in reserve liability is recorded in Interest credited and 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other benefits to contractowners.  The gain or loss on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

futures is recorded in Net realized capital gains (losses).

 

2,593.9 

 

 

1,584.6 

 

 

(35.2)

 

 

(6.4)

 

 

 

C-41

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

 

 

 

 

 

 

 

Notional Amount

 

 

Fair Value

 

 

 

 

 

 

 

2008

 

 

2007

 

 

2008

 

 

2007

Options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Call options are used to hedge against an increase

 

 

 

 

 

 

 

 

 

 

 

 

 

in the various equity indices.  Such increase may

 

 

 

 

 

 

 

 

 

 

 

 

 

result in increased payments to contract holders

 

 

 

 

 

 

 

 

 

 

 

 

 

of fixed indexed annuity contracts, and the options

 

 

 

 

 

 

 

 

 

 

 

 

 

offset this increased expense.  Put options are used 

 

 

 

 

 

 

 

 

 

 

 

 

 

to hedge the liability associated with embedded 

 

 

 

 

 

 

 

 

 

 

 

 

 

derivatives in certain variable annuity contracts.

 

 

 

 

 

 

 

 

 

 

 

 

 

Both the options and the embedded derivative 

 

 

 

 

 

 

 

 

 

 

 

 

 

reserve are carried at fair value.  The change in value 

 

 

 

 

 

 

 

 

 

 

 

 

 

of the options are recorded in Net realized capital

 

 

 

 

 

 

 

 

 

 

 

 

 

gains (losses); the change in value of the embedded

 

 

 

 

 

 

 

 

 

 

 

 

 

derivative is recorded in Interest credited and 

 

 

 

 

 

 

 

 

 

 

 

 

 

other benefits to contractowners.

 

3,744.2 

 

 

6,666.0 

 

$

152.0 

 

$

303.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Embedded Derivatives

 

 

 

 

 

 

 

 

 

 

 

 

The Company also has investments in certain fixed

 

 

 

 

 

 

 

 

 

 

 

 

 

maturity instruments, and has issued certain retail

 

 

 

 

 

 

 

 

 

 

 

 

 

annuity products, that contain embedded derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

whose market value is at least partially determined by,

 

 

 

 

 

 

 

 

 

 

 

 

 

among other things, levels of or changes in domestic

 

 

 

 

 

 

 

 

 

 

 

 

 

and/or foreign interest rates (short- or long-term),

 

 

 

 

 

 

 

 

 

 

 

 

 

exchange rates, prepayment rates, equity rates, or

 

 

 

 

 

 

 

 

 

 

 

 

 

credit ratings/spreads.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Within securities

 

N/A* 

 

 

N/A* 

 

 

(96.3)

 

 

33.8 

 

 

 

 

 

Within retail annuity products

 

N/A* 

 

 

N/A* 

 

 

791.9 

 

 

997.9 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* N/A - not applicable.

 

 

 

 

 

 

 

 

 

 

 

**Less than $0.1.

 

 

 

 

 

 

 

 

 

 

 

 

Credit Default Swaps

 

The Company has entered into various credit default swaps to assume credit exposure to certain assets that the Company does not own. Credit default swaps involve a transfer of credit risk from one party to another in exchange for periodic payments. These instruments are typically written for a maturity period of five years and do not contain recourse provisions, which would enable the seller to recover from third parties. The Company’s collateral positions are tracked by the International Swaps and Derivatives Association, Inc. (“ISDA”). To the extent cash collateral was received, it was included in the Collateral held, including payables under securities loan agreement on the Balance Sheets and was reinvested in short-term investments. The source of non-cash collateral posted was investment grade bonds of the entity. Collateral held is used in accordance with the Credit Support Annex (“CSA”) to satisfy any obligations. In the event of a default on the underlying credit exposure, the Company will either receive an additional payment (purchased credit protection) or will be required to make an additional payment (sold credit protection) equal to the notional value of the swap contract. At December 31, 2008, the fair value of credit default swaps of $12.7 and $124.8 was included in

 

C-42

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Other investments and Other liabilities, respectively, on the Balance Sheets. At December 31, 2007, the fair value of credit default swaps of $8.5 and $30.6 was included in Other investments and Other liabilities, respectively, on the Balance Sheets. As of December 2008, the maximum potential future exposure to the Company on the sale of credit protection under credit default swaps was $143.3.

 

Embedded Derivative in Credit-Linked Note

 

The Company owns a 3-year credit-linked note arrangement, whereby the Company agrees to reimburse the guaranteed party upon payment default of the referenced obligation. Upon such default, the Company will reimburse the guaranteed party for the loss under the reference obligation, and the Company receives that reference obligation in settlement. The Company can then seek recovery of any losses under the agreement by sale or collection of the received reference obligation. As of December 31, 2008, the maximum potential future exposure to the Company under the guarantee was $32.5.

 

Variable Interest Entities

 

The Company holds VIEs for investment purposes in the form of private placement securities, structured securities, securitization transactions, and limited partnerships. Consolidation of these investments in the Company’s financial statements is not required, as the Company is not the primary beneficiary for any of these VIEs. Rather, the VIEs are accounted for using the cost or equity method of accounting. Investments in limited partnerships are included in Limited partnerships/corporations on the Balance Sheets.

 

 

C-43

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

4.

Deferred Policy Acquisition Costs and Value of Business Acquired

 

Activity within DAC was as follows for the years ended December 31, 2008, 2007, and 2006.

 

Balance at January 1, 2006

$

2,255.4 

 

Deferrals of commissions and expenses

 

681.9 

 

Amortization:

 

 

 

 

Amortization

 

(421.7)

 

 

Interest accrued at 5% to 6%

 

138.1 

 

Net amortization included in the Statements of Operations

 

(283.6)

 

Change in unrealized capital gains (losses) on available-for-sale securities

 

16.2 

Balance at December 31, 2006

 

2,669.9 

 

Deferrals of commissions and expenses

 

729.1 

 

Amortization:

 

 

 

 

Amortization

 

(592.0)

 

 

Interest accrued at 5% to 6%

 

162.2 

 

Net amortization included in the Statements of Operations

 

(429.8)

 

Change in unrealized capital gains (losses) on available-for-sale securities

 

(56.0)

 

Implementation of SOP 05-1

 

(4.8)

Balance at December 31, 2007

 

2,908.4 

 

Deferrals of commissions and expenses

 

781.7 

 

Amortization:

 

 

 

 

Amortization

 

(814.9)

 

 

Interest accrued at 4% to 5%

 

146.4 

 

Net amortization included in the Statements of Operations

 

(668.5)

 

Change in unrealized capital gains (losses) on available-for-sale securities

 

1,098.2 

 

Effect of variable annuity guaranteed living benefits reinsurance

 

85.7 

Balance at December 31, 2008

$

4,205.5 

 

The estimated amount of DAC to be amortized, net of interest, is $491.9, $509.1, $491.9, $438.5, and $422.7, for the years 2009, 2010, 2011, 2012 and 2013, respectively. Actual amortization incurred during these years may vary as assumptions are modified to incorporate actual results.

 

C-44

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Activity within VOBA was as follows for the years ended December 31, 2008, 2007, and 2006.

 

Balance at January 1, 2006

$

122.1 

 

Amortization:

 

 

 

 

Amortization

 

(15.0)

 

 

Interest accrued at 4% to 5%

 

5.6 

 

Net amortization included in the Statements of Operations

 

(9.4)

 

Change in unrealized capital gains (losses) on available-for-sale securities

 

(2.6)

Balance at December 31, 2006

 

110.1 

 

Amortization:

 

 

 

 

Amortization

 

16.8 

 

 

Interest accrued at 4% to 6%

 

4.9 

 

Net amortization included in the Statements of Operations

 

21.7 

 

Change in unrealized capital gains (losses) on available-for-sale securities

 

(3.1)

Balance at December 31, 2007

 

128.7 

 

Amortization:

 

 

 

 

Amortization

 

(18.7)

 

 

Interest accrued at 3% to 5%

 

6.7 

 

Net amortization included in the Statements of Operations

 

(12.0)

 

Change in unrealized capital gains (losses) on available-for-sale securities

 

78.4 

Balance at December 31, 2008

$

195.1 

 

The estimated amount of VOBA to be amortized, net of interest, is $11.7, $12.1, $12.6, $11.6, and $10.9, for the years 2009, 2010, 2011, 2012, and 2013, respectively. Actual amortization incurred during these years may vary as assumptions are modified to incorporate actual results.

 

Analysis of DAC and VOBA - Annuity Products

 

The increase in Net amortization of DAC and VOBA in 2008 compared to 2007 was primarily due to unfavorable separate account performance during 2008 which caused a significant acceleration of variable annuity DAC amortization, as a result of lower projections of fee income. In addition, this unfavorable performance required the Company to adjust its future gross profit projections for variable annuity hedging costs and guaranteed benefit costs, which also increased amortization.

 

The increase in Net amortization of DAC and VOBA in 2007 compared to 2006 is due in part to a $67.0 change in estimate recorded during the fourth quarter of 2007. This change resulted from refinements of the DAC model, partially offset by favorable unlocking of mutual fund and mortality and persistency unlocking.

 

C-45

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

The Company revised and unlocked certain assumptions for its fixed and variable annuity products during 2008, 2007, and 2006. Unlocking adjustments and their acceleration (deceleration) impact on Amortization of DAC and VOBA were as follows for the years ended December 31, 2008, 2007, and 2006.

 

 

 

 

 

2008

 

 

2007

 

 

2006

Impact of separate account growth and contractowner

 

 

 

 

 

 

 

 

 

withdrawal behavior different from assumptions

$

491.8 

 

$

1.3 

 

$

(42.6)

Impact of current year gross profit variances

 

227.2 

 

 

-  

 

 

-  

Unlock of mortality, lapse, expense and mutual fund 

 

 

 

 

 

 

 

 

 

sharing assumptions

 

(40.1)

 

 

(43.6)

 

 

(19.8)

Impact of refinements of gross profit projections

 

302.0 

 

 

67.0 

 

 

-  

Total unlocking effect on Amortization of DAC and VOBA

$

980.9 

 

$

24.7 

 

$

(62.4)

 

 

5.

Dividend Restrictions and Shareholder’s Equity

 

The Company’s ability to pay dividends to its parent is subject to the prior approval of the State of Iowa Insurance Division (the “Division”) for payment of any dividend, which, when combined with other dividends paid within the preceding twelve months, exceeds the greater of (1) ten percent (10.0%) of the Company’s statutory surplus at the prior year end or (2) the Company’s prior year statutory net gain from operations.

 

During 2008, the Company paid its Parent a cash return of capital distribution in the amount of $900.0. During 2007, the Company did not pay any dividends or return of capital distributions on its common stock to its Parent. During 2006, the Company paid $170.0 in a return of capital distribution to its Parent.

 

During 2008, the Company received a $1.1 billion capital contribution from its Parent. During 2007, the Company received $150.0 in capital contributions from its Parent. During 2006, the Company did not receive any capital contributions from its Parent.

 

On November 12, 2008, ING issued to the Dutch State non-voting Tier 1 securities for a total consideration of Euro 10 billion. On February 24, 2009, $2.2 billion was contributed to direct and indirect insurance company subsidiaries of ING America Insurance Holdings, Inc. (“ING AIH”), of which $835.0 was contributed to the Company. The contribution was comprised of the proceeds from the investment by the Dutch government and the redistribution of currently existing capital within ING.

 

The Division recognizes as net income and capital and surplus those amounts determined in conformity with statutory accounting practices prescribed or permitted by the Department, which differ in certain respects from accounting principles generally accepted in the United States. Statutory net income (loss) was $(831.4), $(40.1), and $(1.6), for the years ended December 31, 2008, 2007, and 2006, respectively. Statutory capital and surplus was $1,872.7 and $2,552.6 as of December 31, 2008 and 2007, respectively. As specifically permitted by

 

C-46

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

statutory accounting practices, statutory surplus as of December 31, 2008 includes the impact of the $835.0 capital contribution received on February 24, 2009.

 

During 2008, the Company received a permitted practice regarding deferred income taxes, which modified the accounting prescribed by the National Association of Insurance Commissioners by increasing the realization period for deferred tax assets from one year to three years and increasing the asset recognition limit from 10% to 15% of adjusted statutory capital and surplus. This permitted practice increased admitted assets and statutory surplus by $120.7 for the year ended December 31, 2008. This permitted practice expires on December 15, 2009. The benefits of this permitted practice may not be considered by the Company when determining surplus available for dividends. This permitted practice had no impact on net income. The Company’s risk-based capital would not have triggered a regulatory event without the benefit of this permitted practice.

 

The Division also has the ability to ease certain reserving requirements at its discretion. Due to the reduction in liquidity and the availability of letters of credit confirming banks, the Department allowed the Company to accept unconfirmed letters of credit for reinsurance transactions. This allowed the Company to take the full reserve relief for reinsurance transactions with unconfirmed letters of credit. This reserve relief is available for the period from December 31, 2008 through July 1, 2009 and is not a permitted practice.

 

6.

Additional Insurance Benefits and Minimum Guarantees

 

Under SOP 03-1, the Company calculates SOP 03-1 reserves for certain guaranteed benefits and for universal life products with certain patterns of cost of insurance charges and certain other fees.

 

The following assumptions and methodology were used to determine the guaranteed minimum death benefits (“GMDB”) SOP 03-1 reserve at December 31, 2008.

 

Area

 

Assumptions/Basis for Assumptions

Data used

 

Based on 100 investment performance scenarios stratified based on

 

 

10,000 random generated scenarios

Mean investment performance

 

8.125%

Volatility

 

18.0%

Mortality

 

1999 and prior issues – 75.0%, 75.0%, 75.0%, 80.0%, grading to 100% 

 

 

from age 80 to 120, of the 90-95 ultimate mortality table for standard, 

 

 

ratchet, rollup, and combination rollup and ratchet, respectively.

 

 

2000 and later issues – 55.0%, 55.0%, 65.0%, 65.0%, grading to 100%

 

 

from age 80 to 120, of the 90-95 ultimate mortality table for standard,

 

 

ratchet, rollup, and combination rollup and ratchet, respectively.

Lapse rates

 

Vary by contract type and duration; range between 1.0% and 40.0%

Discount rates

 

5.5%, based on the portfolio earned rate of the general account

 

 

C-47

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

The assumptions used for calculating the additional guaranteed minimum income benefits (“GMIB”) and Guaranteed Minimum Withdrawal for Life Benefit (LifePay and LifePay Plus) liabilities at December 31, 2008, are consistent with those used for the calculating the additional GMDB liability. In addition, the calculation of the GMIB liability assumes dynamic surrenders and dynamic annuitization reflecting the extent to which the benefit, at the time of payment, has a positive value.

 

The separate account liabilities subject to SOP 03-1 for minimum guaranteed benefits, and the additional liabilities recognized related to minimum guarantees, by type, as of December 31, 2008 and 2007, and the paid and incurred amounts by type for the years ended December 31, 2008 and 2007, were as follows:

 

 

 

 

 

 

Guaranteed

 

 

Guaranteed

 

 

Guaranteed

 

 

 

Guaranteed

 

 

 

 

 

 

Minimum

 

 

Minimum

 

 

Minimum

 

 

 

Withdrawal

 

 

 

 

 

 

Death

 

 

Accumulation/

 

 

Income

 

 

 

For Life

 

 

 

 

 

 

Benefit

 

 

Withdrawal Benefit

 

 

Benefit

 

 

 

Benefit

 

 

 

 

 

 

(GMDB)

 

 

(GMAB/GMWB)

 

 

(GMIB)

 

 

 

(LP/LPP)

 

Separate account liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

at December 31, 2008

$

34,090.8 

 

$

1,470.2 

 

$

12,701.6 

 

 

$

10,020.7 

 

Separate account liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

at December 31, 2007

$

44,477.8 

 

$

2,556.4 

 

$

20,066.1 

 

 

$

5,900.0 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional liability balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2007

$

139.7 

 

$

(8.9)

 

$

83.3 

 

 

$

1.7 

 

 

 

Incurred guaranteed benefits

 

88.9 

 

 

20.1 

 

 

48.9 

 

 

 

4.2 

 

 

 

Paid guaranteed benefits

 

(19.2)

 

 

-  

 

 

-  

 

 

 

-  

 

 

Balance at December 31, 2007

$

209.4 

 

$

11.2 

 

$

132.2 

 

 

$

5.9 

 

 

 

Incurred guaranteed benefits

 

509.4 

 

 

141.8 

 

 

(132.2)

(1)

 

 

(5.9)

(1)

 

 

Paid guaranteed benefits

 

(153.4)

 

 

-  

 

 

-  

 

 

 

-  

 

 

Balance at December 31, 2008

$

565.4 

 

$

153.0 

 

$

-  

 

 

$

-  

 

(1) Amounts represent full reinsurance of ceded reserves for GMIBs and LP/LPPs.

 

 

 

 

 

 

 

 

 

 

C-48

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

The net amount at risk, net of reinsurance, and the weighted average attained age of contractowners by type of minimum guaranteed benefit, were as follows as of December 31, 2008 and 2007.

 

 

 

 

 

 

Guaranteed

 

 

Guaranteed

 

 

Guaranteed

 

 

Guaranteed

 

 

 

 

 

Minimum

 

 

Minimum

 

 

Minimum

 

 

Withdrawal 

 

 

 

 

 

Death

 

 

Accumulation/

 

 

Income

 

 

For Life

 

 

 

 

 

Benefit

 

 

Withdrawal Benefit

 

 

Benefit

 

 

Benefit

2008

 

(GMDB)

 

 

(GMAB/GMWB)

 

 

(GMIB)

 

 

(LP/LPP)

Net amount at risk, net of reinsurance

$

15,035.8 

 

$

310.0 

 

$

-  

 

$

-  

Weighted average attained age

 

64 

 

 

66 

 

 

-  

 

 

-  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

 

 

 

 

 

 

 

 

 

 

Net amount at risk, net of reinsurance

$

1,796.0 

 

$

109.0 

 

$

391.9 

 

$

5.6 

Weighted average attained age

 

63 

 

 

63 

 

 

59 

 

 

63 

 

The aggregate fair value of equity securities, including mutual funds, supporting separate accounts with additional insurance benefits and minimum investment return guarantees as of December 31, 2008 and 2007 was $34.1 billion and $44.5 billion, respectively.

 

7.

Sales Inducements

 

During the year ended December 31, 2008, the Company capitalized and amortized $106.9 and $229.7, respectively, of sales inducements. During the year ended December 31, 2007, the Company capitalized and amortized $135.4 and $120.2, respectively, of sales inducements. The unamortized balance of capitalized sales inducements, net of unrealized capital gains (losses) on available-for-sale securities, was $624.3 and $645.4 as of December 31, 2008 and 2007, respectively.

 

8.

Income Taxes

 

The Company files a consolidated federal income tax return with ING AIH, an affiliate, and certain other subsidiaries of ING AIH. The Company is a party to a federal tax allocation agreement with ING AIH and its subsidiaries that are part of the group, whereby ING AIH charges its subsidiaries for federal taxes each subsidiary would have incurred were it not a member of the consolidated group and credits each subsidiary for losses at the statutory federal tax rate.

 

C-49

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Income tax expense (benefit) consisted of the following for the years ended December 31, 2008, 2007, and 2006.

 

 

 

 

 

 

2008

 

 

2007

 

 

2006

Current tax (benefit) expense:

 

 

 

 

 

 

 

 

 

Federal

$

(754.9)

 

$

26.6 

 

$

(67.6)

 

 

Total 

 

(754.9)

 

 

26.6 

 

 

(67.6)

Deferred tax expense:

 

 

 

 

 

 

 

 

 

Operations and capital loss carryforwards

 

14.6 

 

 

-  

 

 

151.0 

 

Other federal deferred tax expense (benefit)

 

495.1 

 

 

(28.2)

 

 

(19.0)

 

 

Total deferred tax expense (benefit) 

 

509.7 

 

 

(28.2)

 

 

132.0 

Total income tax expense (benefit) 

$

(245.2)

 

$

(1.6)

 

$

64.4 

 

Income taxes were different from the amount computed by applying the federal income tax rate to income before income taxes and cumulative effect of change in accounting principle for the following reasons for the years ended December 31, 2008, 2007, and 2006.

 

 

 

 

 

 

2008

 

 

2007

 

 

2006

(Loss) income before income taxes and cumulative

 

 

 

 

 

 

 

 

 

effect of change in accounting principle

$

(1,626.4)

 

$

127.4 

 

$

276.6 

Tax rate

 

35.0%

 

 

35.0%

 

 

35.0%

Income tax (benefit) expense at federal statutory rate

$

(569.2)

 

$

44.6 

 

$

96.8 

Tax effect of:

 

 

 

 

 

 

 

 

 

Meals and entertainment

 

0.7 

 

 

0.7 

 

 

0.6 

 

Dividend received deduction

 

(48.9)

 

 

(49.5)

 

 

(42.9)

 

Valuation allowance

 

379.1 

 

 

-  

 

 

-  

 

Other

 

(6.9)

 

 

2.6 

 

 

9.9 

Income tax expense (benefit)

$

(245.2)

 

$

(1.6)

 

$

64.4 

 

 

C-50

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Temporary Differences

 

The tax effects of temporary differences that give rise to Deferred tax assets and Deferred tax liabilities at December 31, 2008 and 2007, are presented below.

 

 

 

 

 

 

2008

 

 

2007

Deferred tax assets:

 

 

 

 

 

 

Operations and capital loss carryforwards

$

-  

 

$

14.6 

 

Future policy benefits

 

288.7 

 

 

731.1 

 

Goodwill

 

3.7 

 

 

5.1 

 

Investments

 

353.8 

 

 

103.8 

 

Employee compensation and benefits

 

36.7 

 

 

45.4 

 

Unrealized losses on investments

 

813.4 

 

 

59.6 

 

Other

 

54.1 

 

 

68.0 

 

 

 

Total gross assets before valuation allowance

 

1,550.4 

 

 

1,027.6 

 

Less: valuation allowance

 

(408.9)

 

 

(46.9)

 

 

 

Assets, net of valuation allowance

 

1,141.5 

 

 

980.7 

 

 

 

 

 

 

 

 

 

Deferred tax liabilities: 

 

 

 

 

 

 

Deferred policy acquisition cost 

 

(1,137.9)

 

 

(1,120.3)

 

Value of purchased insurance in force

 

(39.2)

 

 

(42.7)

 

Other 

 

(0.2)

 

 

(2.2)

 

 

 

Total gross liabilities

 

(1,177.3)

 

 

(1,165.2)

Net deferred income liability

$

(35.8)

 

$

(184.5)

 

Net unrealized capital gains (losses) are presented as a component of Other Comprehensive Income (Loss) in Shareholder’s Equity, net of deferred taxes.

 

Valuation allowances are provided when it is considered unlikely that deferred tax assets will be realized. As of December 31, 2008 and 2007, the Company had a tax valuation allowance of $374.0 and $0, respectively, related to realized capital losses, which is included in Net Income (Loss). The valuation allowance includes $81.4 related to impairments of securities designated in the ING-Dutch State Transaction, which was established pending uncertainties regarding the closing of the transaction. Additionally, at December 31, 2008 and 2007, the Company had a tax valuation allowance of $29.8 and $46.9, respectively, related to unrealized capital losses, which is included in Accumulated Other Comprehensive Income (Loss). The Company also established a $5.1 tax valuation allowance against foreign tax credits, the benefit of which is uncertain.

 

Tax Sharing Agreement

 

The Company had a receivable from ING AIH of $321.1 and a payable to ING AIH of $40.7 at December 31, 2008 and 2007, respectively, for federal income taxes under the intercompany tax sharing agreement.

 

C-51

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

See Related Party Transactions footnote for more information.

 

Unrecognized Tax Benefits

 

Reconciliations of the change in the unrecognized income tax benefits for the years ended December 31, 2008 and 2007 are as follows:

 

 

 

 

 

 

 

2008

 

 

2007

Balance at January 1 

 

$ 

66.4 

 

$ 

61.5 

Additions for tax positions related to the current year 

 

 

7.8 

 

 

6.9 

Additions for tax positions related to prior years 

 

 

0.7 

 

 

-  

Reductions for tax positions related to prior years 

 

 

(9.6)

 

 

(2.0)

Reductions for settlements with taxing authorities 

 

 

(0.4)

 

 

-  

Balance at December 31 

 

$ 

64.9 

 

$ 

66.4 

 

The Company had $47.3 of unrecognized tax benefits as of December 31, 2008 that would affect the Company’s effective tax rate if recognized.

 

Interest and Penalties

 

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in Current income taxes and Income tax expense on the Consolidated Balance Sheets and Consolidated Statement of Operations, respectively. The Company had accrued interest of $4.4 as of December 31, 2008 and $4.7 as of December 31, 2007. The decrease in accrued interest during the year ended December 31, 2008 primarily relates to the settlement of the 2003 IRS audit.

 

Tax Regulatory Matters

 

In the first quarter of 2008, the IRS finalized the audit of tax year 2003. The 2003 settlement did not have a material impact on the Company’s financial position. The Company is currently under audit by the IRS for tax years 2002 and 2004 through 2008, and is expected that the examination of these years will be finalized within the next twelve months. Upon finalization of the IRS examination it is reasonably possible that the unrecognized tax benefits will decrease by up to $22.9. The timing of the payment of the remaining allowance of $42.0 cannot be reliably estimated.

 

On September 25, 2007, the IRS issued Revenue Ruling 2007-61, which announced its intention to issue regulations with respect to certain computational aspects of the dividend received deduction (“DRD”) on separate account assets held in connection with variable annuity and life insurance contracts. Revenue Ruling 2007-61 suspended Revenue Ruling 2007-54 issued in August 2007 that purported to change accepted industry and IRS interpretations of the statutes governing these computational questions. Any regulations that the IRS ultimately proposes for issuance in this area will be subject to public notice and comment, at which time insurance companies and other members of the public will have the opportunity to raise legal and practical

 

C-52

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

questions about the content, scope and application of such regulations. As a result, the ultimate timing, substance, and effective date of any such regulations are unknown, but they could result in the elimination of some or all of the separate account DRD tax benefit that the Company receives.

 

Under prior law, life insurance companies were allowed to defer from taxation a portion of income. Prior to 2006, deferred income of $14.4 was accumulated in the Policyholder’s Surplus Account and would only become taxable under certain conditions, which management believed to be remote. In 2004, Congress passed the American Jobs Creation Act of 2004, allowing certain tax-free distributions from the Policyholders’ Surplus Account during 2005 and 2006. During 2006, the Company made a return of capital distribution of $170.0, which eliminated the $14.4 balance in the Policyholders’ Surplus Account and, therefore, any potential tax on the accumulated balance.

 

9.

Benefit Plans

 

Defined Benefit Plan

 

ING North America Insurance Corporation (“ING North America”) sponsors the ING Americas Retirement Plan (the “Retirement Plan”), effective as of December 31, 2001. Substantially all employees of ING North America and its affiliates (excluding certain employees) are eligible to participate, including the Company’s employees. However, effective January 1, 2009, the Retirement Plan was amended to provide that anyone hired or rehired by the Company on or after January 1, 2009, would not be eligible to participate in the Plan. The Retirement Plan was amended and restated effective July 1, 2008 related to the admission of employees from the acquisition of CitiStreet LLC (“CitiStreet”) by Lion, and ING North America filed a request for a determination letter on the qualified status of the Plan.

 

The Retirement Plan is a tax-qualified defined benefit plan, the benefits of which are guaranteed (within certain specified legal limits) by the Pension Benefit Guaranty Corporation (“PBGC”). As of January 1, 2002, each participant in the Retirement Plan (except for certain specified employees) earns a benefit under a final average compensation formula. Subsequent to December 31, 2001, ING North America is responsible for all Retirement Plan liabilities. The costs allocated to the Company for its employees’ participation in the Retirement Plan were $10.8, $13.0, and $17.1, for the years ended 2008, 2007, and 2006, respectively, and are included in Operating expenses in the Statements of Operations.

 

Defined Contribution Plan

 

ING North America sponsors the ING Savings Plan and ESOP (the “Savings Plan”). Substantially all employees of ING North America and its affiliates (excluding certain employees) are eligible to participate, including the Company’s employees other than Company agents. The Savings Plan is a tax-qualified defined contribution retirement plan, which includes an employee stock ownership plan (“ESOP”) component. The Savings Plan was amended and

 

C-53

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

restated effective July 1, 2008 related to the admission of employees from the acquisition of CitiStreet by Lion, and ING North America filed a request for a determination letter on the qualified status of the Plan. Savings Plan benefits are not guaranteed by the PBGC. The Savings Plan allows eligible participants to defer into the Savings Plan a specified percentage of eligible compensation on a pre-tax basis. ING North America matches such pre-tax contributions, up to a maximum of 6.0% of eligible compensation. Matching contributions are subject to a 4-year graded vesting schedule, although certain specified participants are subject to a 5-year graded vesting schedule. All contributions made to the Savings Plan are subject to certain limits imposed by applicable law. Pre-tax charges to operations of the Company for the Savings Plan were $5.6, $4.9, and $4.6, for the years ended December 31, 2008, 2007, and 2006, respectively, and are included in Operating expenses in the Statements of Operations.

 

Stock Option and Share Plans

 

ING sponsors the ING Group Long Term Equity Ownership Plan (“leo”), which provides employees of the Company who are selected by the ING Board of Directors to be granted options and/or performance shares. The terms applicable to an award under leo are set out in an award agreement which is signed by the participant when he or she accepts the award.

 

Options granted under leo are nonqualified options on ING shares in the form of American Depository Receipts (“ADRs”). Leo options have a ten (10) year term and vest three years from the grant date. Options awarded under leo may vest earlier in the event of the participant’s death, permanent disability or retirement. Retirement for purposes of leo means a participant terminates service after attaining age 55 and completing 5 years of service. Early vesting in all or a portion of a grant of options may also occur in the event the participant is terminated due to redundancy or business divestiture. Unvested options are generally subject to forfeiture when a participant voluntarily terminates employment or is terminated for cause (as defined in leo). Upon vesting, participants generally have up to seven years in which to exercise their vested options. A shorter exercise period applies in the event of termination due to redundancy, business divestiture, voluntary termination or termination for cause. An option gives the recipient the right to purchase an ING share in the form of ADRs at a price equal to the fair market value of one ING share on the date of grant. On exercise, participant’s have three options (i) retain the shares and remit a check for applicable taxes due on exercise, (ii) request the administrator to remit a cash payment for the value of the options being exercised, less applicable taxes, or (iii) retain some of the shares and have the administrator liquidate sufficient shares to satisfy the participant’s tax obligation. The share price is in Euros and converted to U.S. dollars, as determined by ING.

 

Awards of performance shares may also be made under leo. Performance shares are a contingent grant of ING stock and on vesting, the participant has the right to receive a cash amount equal to the closing price per ING share on the Euronext Amsterdam Stock Market on the vesting date times the number of vested Plan shares. Performance shares generally vest three years from the date of grant, with the amount payable based on ING’s share price on the vesting date. Payments made to participants on vesting are based on the performance targets established in connection with leo and payments can range from 0% to 200% of target.

 

C-54

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Performance is based on ING’s total shareholder return relative to a peer group as determined at the end of the vesting period. To vest, a participant must be actively employed on the vesting date, although vesting will continue to occur in the event of the participant’s death, disability or retirement. If a participant is terminated due to redundancy or business divestiture, vesting will occur but in only a portion of the award. Unvested shares are generally subject to forfeiture when an employee voluntarily terminates employment or is terminated for cause (as defined in leo). Upon vesting, participants have three options (i) retain the shares and remit a check for applicable taxes due on exercise, (ii) request the administrator to remit a cash payment for the value of the shares, less applicable taxes, or (iii) retain some of the shares and have the administrator liquidate sufficient shares to satisfy the participant’s tax obligation. The amount is converted from Euros to U.S. dollars based on the daily average exchange rate between the Euro and the U.S. dollar, as determined by ING.

 

The Company recognized compensation expense for the leo options and performance shares of $5.3, $4.7, and $7.4, for the years ended December 31, 2008, 2007, and 2006, respectively.

 

For leo, the Company recognized tax benefits of $0.7 in 2008, $2.5 in 2007, and minimal tax benefits in 2006.

 

Other Benefit Plans

 

In addition to providing retirement plan benefits, the Company, in conjunction with ING North America, provides certain supplemental retirement benefits to eligible employees and health care and life insurance benefits to retired employees and other eligible dependents. The supplemental retirement plan includes a non-qualified defined benefit pension plan and a non-qualified defined contribution plan, which means all benefits are payable from the general assets of the Company. The post-retirement health care plan is contributory, with retiree contribution levels adjusted annually. The life insurance plan provides a flat amount of noncontributory coverage and optional contributory coverage. The benefits charges allocated to the Company related to all of these plans for the years ended December 31, 2008, 2007, and 2006, were $1.3, $0.6, and $1.3, respectively.

 

C-55

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

10.

Related Party Transactions

 

Operating Agreements

 

The Company has certain agreements whereby it generates revenues and incurs expenses with affiliated entities. The agreements are as follows:

 

 

§

Underwriting and distribution agreement with Directed Services LLC (“DSL”) (successor by merger to Directed Services, Inc.), an affiliated broker-dealer, whereby DSL serves as the principal underwriter for variable insurance products issued by the Company. DSL is authorized to enter into agreements with broker-dealers to distribute the Company’s variable products and appoint representatives of the broker-dealers as agents. For the years ended December 31, 2008, 2007, and 2006, commissions were incurred in the amounts of $603.8, $553.8, and $418.0, respectively.

 

§

Asset management agreement with ING Investment Management LLC (“IIM”), an affiliate, in which IIM provides asset management, administration, and accounting services for ING USA’s general account. The Company records a fee, which is paid quarterly, based on the value of the assets under management. For the years ended December 31, 2008, 2007, and 2006, expenses were incurred in the amounts of $85.9, $78.0, and $69.5, respectively.

 

§

Service agreement with DSL, in which the Company provides managerial and supervisory services to DSL and earns a fee that is calculated as a percentage of average assets in the Company’s variable separate accounts deposited in ING Investors Trust. On August 9, 2007, the Company and DSL entered into an amendment to the service agreement effective July 31, 2007, which modifies the method for calculating the compensation owed to the Company for its provision of managerial and supervisory services to DSL. As a result of this amendment, DSL pays the Company the total net revenue associated with the Company’s deposits in ING Investors Trust. For the years ended December 31, 2008, 2007, and 2006, revenue for these services was $139.2, $109.0, and $62.0, respectively.

 

§

Services agreements with ING North America, dated September 1, 2000 and January 1, 2001, respectively, for administrative, management, financial, information technology, and finance and treasury services. For the years ended December 31, 2008, 2007, and 2006, expenses were incurred in the amounts of $93.0, $96.6, and $95.4, respectively.

 

§

Services agreement between the Company and its U.S. insurance company affiliates dated January 1, 2001, amended effective January 1, 2002 and December 31, 2007, for administrative, management, professional, advisory, consulting, and other services. For the years ended December 31, 2008, 2007, and 2006, expenses related to the agreements were incurred in the amount of $21.6, $19.0, and $6.1, respectively.

 

§

Administrative Services Agreement between the Company, ReliaStar Life Insurance Company of New York (“RLNY”), an affiliate, and other U.S. insurance company affiliates dated March 1, 2003, amended effective August 1, 2004, in which the Company and affiliates provide services to RLNY. For the years ended December 31, 2008, 2007, and 2006, revenue related to the agreement was $6.5, $6.3, and $5.8, respectively.

 

C-56

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

 

§

ING Advisors Network, a group of broker-dealers affiliated with the Company, distributes the Company’s annuity products. For the years ended December 31, 2008, 2007, and 2006, ING Advisors Network sold new contracts of $1,411.3, $1,429.3, and $1,255.4, respectively.

 

§

Services agreement between the Company, Security Life of Denver Insurance Company (“Security Life”), an affiliate, and IIM whereby IIM provides administrative, management, professional, advisory, consulting and other services to the Company and Security Life with respect to its Financial Products unit. For the years ended December 31, 2008 and 2007, the Company incurred expenses of $8.9 and $1.3, respectively.

 

Management and service contracts and all cost sharing arrangements with other affiliated companies are allocated in accordance with the Company’s expense and cost allocation methods.

 

Reinsurance Agreements

 

Automatic Reinsurance Agreement

 

Effective June 30, 2008, ING USA entered into an automatic reinsurance agreement with its affiliate, Security Life of Denver International Limited (“SLDI”). Under the terms of the agreement, ING USA ceded to SLDI 100% of the benefits guaranteed under specific variable annuity guaranteed living benefit riders (the “Covered Benefits”) attached to certain variable annuity contracts issued by ING USA on or after January 1, 2000 (the “Contracts”). ING USA paid SLDI initial consideration of $665.8. Thereafter, ING USA will pay (i) new business consideration equal to 1.62% of premiums received from contractholders on the Contracts and (ii) a base premium equal to the actual fees paid by contractholders for the Covered Benefits. Under the terms of the agreement, SLDI is required to provide ING USA security for ING USA’s full statutory reserve credit for reinsurance by providing a letter of credit to ING USA or establishing a trust for its benefit, or a combination of a letter of credit and assets in trust. SLDI has provided ING USA with letters of credit in the aggregate amount of $960.0, with $319.0 issued under a letter of credit facility with its affiliate, ING Bank N.V., while the remainder resides with three separate third party letter of credit facilities as of December 31, 2008. SLDI has also established a trust with The Bank of New York as trustee and ING USA as beneficiary in which SLDI assets totaling $655.2 have been deposited as of December 31, 2008. Since December 31, 2008, an additional $1,074.0 has been contributed to the trust.

 

At the inception of this reinsurance contract, the impact of the initial ceded premium of $665.8 was partially offset by ceded reserves of $273.6 and by an increase in DAC of $85.5. The net of these was established as a deferred loss of $306.7 and was reflected in Other Assets. The deferred loss is being amortized over the period of benefit.

 

C-57

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

At December 31, 2008, the value of reserves ceded by the Company under this agreement was $732.3, and the balance of the deferred loss, including both the initial deferred loss plus additional deferrals of 1.62% of premiums on new business, was $353.8.

 

Effective June 30, 2008, ING USA also entered into a services agreement with SLDI pursuant to which ING USA will provide certain actuarial risk modeling consulting services to SLDI with respect to hedge positions undertaken by SLDI in connection with the Covered Benefits reinsured by SLDI under the automatic reinsurance agreement. For the year ended December 31, 2008, revenue related to the agreement was $4.9.

 

Coinsurance Agreements

 

Effective May 1, 2005, ING USA entered into a coinsurance agreement with its affiliate, Security Life. Under the terms of the agreement, Security Life assumed and accepted the responsibility for paying, when due, 100% of the liabilities arising under the multi-year guaranteed fixed annuity contracts issued by ING USA between January 1, 2001 and December 31, 2003. In addition, ING USA assigned to Security Life all future premiums received by ING USA attributable to the ceded contracts.

 

Under the terms of the agreement, ING USA ceded $2.5 billion in account balances and transferred a ceding commission and $2.7 billion in assets to Security Life, resulting in a realized capital gain of $47.9 to the Company.

 

The coinsurance agreement is accounted for using the deposit method. As such, $2.7 billion of Deposit receivable from affiliate was established on the Balance Sheets. The receivable will be adjusted over the life of the agreement based on cash settlements and the experience of the contracts, as well as for amortization of the ceding commission. The Company incurred amortization expense of the negative ceding commission of $19.9, and $21.2 and $23.5 for the years ended December 31, 2008, 2007 and 2006, respectively, which is included in Other expenses in the Statements of Operations.

 

In addition, the Company entered into a 100% coinsurance agreement with Security Life dated January 1, 2000, covering certain universal life policies which had been issued and in force as of, as well as any such policies issued after, the effective date of the agreement. As of December 31, 2008 and 2007, the value of reserves ceded by the Company under this agreement was $17.2 and $16.6, respectively.

 

The Company is a party to a Facultative Coinsurance Agreement with its affiliate, Security Life, effective August 20, 1999. Under the terms of this agreement, the Company facultatively cedes to Security Life, from time to time, certain GICs on a 100% coinsurance basis. The value of GIC reserves ceded by the Company under this agreement was $2.5 billion and $2.3 billion at December 31, 2008 and 2007, respectively.

 

C-58

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Reinsurance Assumed

 

Yearly Renewable Term Agreements

 

Effective December 1 and December 31, 2008, respectively, ING USA entered into two yearly renewable term reinsurance agreements with its affiliate, ReliaStar Life Insurance Company (“ReliaStar”), for an indefinite duration. Under the terms of the agreements, ING USA assumed 100% of ReliaStar’s mortality risk associated with the net amount at risk under specific life insurance policies, including:

 

 

§

Individual life policies issued by ReliaStar and previously assumed by ReliaStar from ReliaStar Life Insurance Company of New York (“RLNY”), with policy dates prior to January 1, 2000, including certain term life, universal life, variable universal life, and whole life, insurance policies.

 

§

In force individual life policies issued by ReliaStar, where premiums are paid on the insured’s behalf through payroll deduction and which were marketed by employee benefit brokers.

 

ING USA received initial consideration of $3.9 from ReliaStar. Thereafter, the Company will receive monthly premiums, net of benefit payments, based on premium rates set forth in the respective agreements. As such, there is no unearned reinsurance premium.

 

As of December 31, 2008, the value of the reserves assumed by the Company under these agreements was $5.0.

 

Coinsurance Funds Withheld Agreement

 

Effective December 31, 2008, ING USA entered into a coinsurance funds withheld agreement with ReliaStar for an indefinite duration. Under the terms of the agreement, ING USA assumed 100% quota share of ReliaStar’s net retained liability under certain Employee Benefits Group Annual Term policies, including disability waiver of premium.

 

The initial premium of $219.9 was equal to the aggregate reserve assumed by ING USA. Thereafter, premiums are equal to the total earned gross premiums collected by ReliaStar from policyholders. ReliaStar will retain all reinsurance premiums payable to ING USA as funds withheld, as security for ceded liabilities and against which ceded losses will be offset. Monthly, ING USA will receive or pay a net settlement. In addition, ING USA is required to provide ReliaStar full reserve credit for reinsurance by providing a letter of credit, the cost of which will be partially reimbursed by ReliaStar.

 

As of December 31, 2008, the value of the reserves assumed by the Company under this agreement was $219.9.

 

C-59

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Funds Withheld Agreement

 

Effective December 31, 2008, ING USA entered into a funds withheld agreement with ReliaStar for an indefinite duration. Under the terms of the agreements, ING USA assumed 100% quota share of ReliaStar’s net retained liability under assumed group life reinsurance in-force.

 

The initial premium of $60.0 was equal to the net Statutory reserve assumed by ING USA. Thereafter, premiums are equal to the total earned reinsurance premiums collected by ReliaStar, less a ceding commission. ReliaStar will retain all reinsurance premiums payable to ING USA as funds withheld, as security for ceded liabilities and against which ceded losses will be offset. Monthly, ING USA will receive or pay a net settlement. In addition, ING USA is required to provide ReliaStar reserve credit in the excess of the funds withheld for reinsurance by providing a cash deposit or letter of credit.

 

As of December 31, 2008, the value of the reserves assumed by the Company under this agreement was $60.0.

 

Financing Agreements

 

The Company maintains a reciprocal loan agreement with ING AIH, an affiliate, to facilitate the handling of unanticipated short-term cash requirements that arise in the ordinary course of business. Under this agreement, which became effective in January 2004 and expires on January 14, 2014, either party can borrow from the other up to 3.0% of the Company's statutory admitted assets as of the preceding December 31. Interest on any ING USA borrowing is charged at the rate of ING AIH’s cost of funds for the interest period, plus 0.15%. Interest on any ING AIH borrowing is charged at a rate based on the prevailing interest rate of U.S. commercial paper available for purchase with a similar duration.

 

Under this agreement, the Company incurred interest expense of $1.3, $3.5, and $1.5, for the years ended December 31, 2008, 2007, and 2006, respectively. The Company earned interest income of $2.8, $6.7, and $4.9, for the years ended December 31, 2008, 2007, and 2006, respectively. Interest expense and income are included in Interest expense and Net investment income, respectively, on the Statements of Operations. At December 31, 2008 and 2007, the Company had no amounts outstanding with ING AIH under the reciprocal loan agreement.

 

Notes with Affiliates

 

The Company issued a 30-year surplus note in the principal amount of $35.0 on December 8, 1999, to its affiliate, Security Life, which matures on December 7, 2029. Interest is charged at an annual rate of 7.98%. Payment of the note and related accrued interest is subordinate to payments due to contractowners and claimant and beneficiary claims, as well as debts owed to all other classes of debtors, other than surplus note holders, of ING USA. Any payment of principal and/or interest made is subject to the prior approval of the Iowa Insurance

 

C-60

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Commissioner. Interest expense was $2.8, for each of the years ended December 31, 2008, 2007, and 2006, respectively.

 

On December 29, 2004, the Company issued surplus notes in the aggregate principal amount of $400.0 (the “Notes”), scheduled to mature on December 29, 2034, to its affiliates, ING Life Insurance and Annuity Company, ReliaStar, and SLDI, in an offering that was exempt from the registration requirements of the Securities Act of 1933. The Notes bear interest at a rate of 6.26% per year. Any payment of principal and/or interest is subject to the prior approval of the Iowa Insurance Commissioner. Interest is scheduled to be paid semi-annually in arrears on June 29 and December 29 of each year, commencing on June 29, 2005. Interest expense was $25.4 for each of the years ended December 31, 2008, 2007, and 2006, respectively.

 

Funding Agreement

 

On August 10, 2007, the Company issued an extendable funding agreement to its parent, Lion, upon receipt of a single deposit in the amount of $500.0. To fund the purchase of the funding agreement, Lion issued a promissory note to its indirect parent company, ING Verzekeringen N.V. ("ING V"), which has been guaranteed by Lion’s immediate parent, ING AIH.

 

Under the terms of the funding agreement, the Company will pay Lion interest quarterly at the credited interest rate until maturity, and on the maturity date, the Company will pay Lion the single deposit and any accrued and unpaid interest. The credited interest rate shall be the three-month LIBOR, plus 0.05%, and shall be reset quarterly. The maturity date of the funding agreement shall be August 10, 2009, or such later date to which the maturity date may be extended; provided, however, that the maturity date may not be extended beyond August 10, 2012.

 

Proprietary Alpha Fund

 

The ING Proprietary Alpha Fund, LLC (“PAF”) is a multi-strategy investment fund established in 2007 as a U.S. domiciled limited liability company managed by ING Alternative Asset Management LLC (“IAAM”), an affiliate. The investment strategies within PAF include both long and short exposures to various investments and utilize various fixed income, equity, and derivative financial instruments. In September 2007, ING USA invested $125.0 into PAF.

 

As of December 31, 2008, the Company recognized approximately $40.2 in losses related to financial instruments held by the PAF in the Lehman Liquidity Fund in response to the bankruptcy proceedings of Lehman Brothers, Inc. (“Lehman”).

 

C-61

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

ING Multi-Strategy Opportunity Fund

 

On September 30, 2008, the Company’s affiliate, Security Life of Denver Insurance Company, transferred 51.9% of its interest in the ING Multi-Strategy Opportunity Fund (the “Fund”) to the Company for a purchase price of $68.9. As of December 31, 2008, the Company has an investment in the various series of the ING Multi-Strategy Opportunity Fund Series LLC that total $66.8. This amount is included in Limited partnerships/corporations on the Balance Sheets.

 

Tax Sharing Agreements

 

Effective January 1, 2005, the Company is a party to a federal tax allocation agreement with ING AIH and its subsidiaries that are part of the ING AIH consolidated group. Under the federal tax allocation agreement, ING AIH charges its subsidiaries for federal taxes each subsidiary would have incurred were it not a member of the consolidated group and credits each subsidiary for losses at the statutory federal tax rate.

 

The Company has entered into a state tax sharing agreement with ING AIH and each of the specific subsidiaries that are parties to the agreement. The state tax agreement applies to situations in which ING AIH and all or some of the subsidiaries join in the filing of a state or local franchise, income tax, or other tax return on a consolidated, combined, or unitary basis.

 

Derivatives

 

As of December 31, 2008 and 2007, the Company had call options with a notional amount of $162.3 and $167.8, respectively, and market value of $8.6 and $42.6, respectively, with ING Bank, an affiliate. Each of these contracts was entered into as a result of a competitive bid, which included unaffiliated counterparties.

 

11.

Financing Agreements

 

The Company maintains a $50.0 uncommitted, perpetual revolving note facility with the Bank of New York ("BONY"). Interest on any of the Company borrowing accrues at an annual rate equal to a rate quoted by BONY to the Company for the borrowing. Under this agreement, the Company did not incur any interest expense for the year ended December 31, 2008. The Company incurred minimal interest expense for the years ended December 31, 2007 and 2006. At December 31, 2008 and 2007, the Company had no amounts outstanding under the revolving note facility.

 

The Company also maintains a $100.0 uncommitted line-of-credit agreement with PNC Bank (“PNC”), effective December 19, 2005. Borrowings are guaranteed by ING AIH, with maximum aggregate borrowings outstanding at anytime to ING AIH and its affiliates of $100.0. Interest on any of the Company borrowing accrues at an annual rate equal to the rate quoted by

 

C-62

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

PNC to the Company for the borrowing. Under this agreement, the Company did not incur any interest expense for the year ended December 31, 2008. The Company incurred minimal interest expense for the years ended December 31, 2007 and 2006. At December 31, 2008 and 2007, the Company had no amounts outstanding under the line-of-credit agreement. As of October 31, 2008, the Company had not formally renewed this line-of-credit, which subsequently expired on this date.

 

The Company maintains a $100.0 uncommitted line-of-credit agreement with Svenska Handelsbanken AB (Publ.) (“Svenska”), effective June 2, 2006. Borrowings are guaranteed by ING AIH, with maximum aggregate borrowings outstanding at anytime to ING AIH and its affiliates of $100.0. Interest on any of the Company’s borrowing accrues at an annual rate equal to the rate quoted by Svenska to the Company for the borrowing. Under this agreement, the Company incurred minimal interest expense for the years ended December 31, 2008 and 2007. At December 31, 2008 and 2007, the Company had no amounts outstanding under the line-of-credit agreement. Effective November 19, 2008, the Company discontinued this line-of-credit.

 

Also see Financing Agreements in the Related Party Transactions footnote.

 

12.

Reinsurance

 

At December 31, 2008, the Company had reinsurance treaties with 16 unaffiliated reinsurers covering a portion of the mortality risks and guaranteed death and living benefits under its annuity contracts. The Company, as cedant, also has reinsurance treaties with two affiliates, Security Life and SLDI, related to GICs, fixed annuities, and universal life insurance policies. The Company remains liable to the extent its reinsurers do not meet their obligations under the reinsurance agreements.

 

Reinsurance ceded in force for life mortality risks were $633.1 and $689.1 at December 31, 2008 and 2007, respectively. Net receivables were comprised of the following at December 31, 2008 and 2007.

 

 

 

 

 

 

 

2008

 

 

2007

Claims recoverable from reinsurers

 

$

24.6 

 

$

12.0 

Receivable for reinsurance premiums

 

 

0.5 

 

 

1.4 

Reinsured amounts due to reinsurers

 

 

(33.8)

 

 

(36.2)

Reinsurance reserves ceded

 

 

3,384.8 

 

 

2,452.1 

Deposits

 

 

1,947.0 

 

 

2,153.2 

Other

 

 

 

26.2 

 

 

33.6 

Total

 

 

$

5,349.3 

 

$

4,616.1 

 

 

C-63

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Premiums and Interest credited and other benefits to contractowners were reduced by the following amounts for reinsurance ceded for the years ended December 31, 2008, 2007, and 2006.

 

 

 

 

 

 

 

2008

 

 

2007

 

 

2006

Deposits ceded under reinsurance

 

$

1,632.0 

 

$

1,309.1 

 

$

1,144.3 

Premiums ceded under reinsurance

 

 

2.1 

 

 

2.4 

 

 

2.5 

Reinsurance recoveries

 

 

1,212.6 

 

 

1,723.2 

 

 

657.6 

 

Also see Reinsurance Agreements in the Related Party Transactions footnote.

 

13.

Commitments and Contingent Liabilities

 

Leases

 

The Company leases its office space and certain equipment under operating leases, the longest term of which expires in 2017.

 

For the years ended December 31, 2008, 2007, and 2006, rent expense for leases was $8.7, $7.9, and $8.3, respectively. The future net minimum payments under noncancelable leases for the years ended December 31, 2009 through 2013 are estimated to be $7.7, $6.3, $5.3, $5.3, and $5.3, respectively, and $18.9, thereafter. The Company pays substantially all expenses associated with its leased and subleased office properties. Expenses not paid directly by the Company are paid for by an affiliate and allocated back to the Company.

 

Commitments

 

Through the normal course of investment operations, the Company commits to either purchase or sell securities, commercial mortgage loans, or money market instruments, at a specified future date and at a specified price or yield. The inability of counterparties to honor these commitments may result in either a higher or lower replacement cost. Also, there is likely to be a change in the value of the securities underlying the commitments.

 

At December 31, 2008, the Company had off-balance sheet commitments to purchase investments equal to their fair value of $421.4, $207.2 of which was with related parties. At December 31, 2007, the Company had off-balance sheet commitments to purchase investments equal to their fair value of $616.3, $156.5 of which was with related parties. During 2008 and 2007, $176.2 and $33.1, respectively, was funded to related parties under these commitments.

 

C-64

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Financial Guarantees

 

The Company owns a 3-year credit-linked note arrangement, whereby the Company will reimburse the guaranteed party upon payment default of the referenced obligation. Upon such default, the Company will reimburse the guaranteed party for the loss under the reference obligation, and the Company receives that reference obligation in settlement. The Company can seek recovery of any losses under the agreements by sale or collection of the received reference obligation. As of December 31, 2008, the maximum potential future exposure to the Company under the guarantee was $32.5.

 

Cash Collateral

 

Under the terms of the Company’s Over-The-Counter Derivative ISDA Agreements (“ISDA Agreements”), the Company may receive from, or deliver to, counterparties, collateral to assure that all terms of the ISDA Agreements will be met with regard to the CSA. The terms of the CSA call for the Company to pay interest on any cash received equal to the Federal Funds rate. As of December 31, 2008 and 2007, the Company held $17.6 and $11.5, respectively, of cash collateral, which was included in Payables under securities loan agreement, including collateral held, on the Balance Sheets.

 

Litigation

 

The Company is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of business. Due to the climate in insurance and business litigation/arbitrations, suits against the Company sometimes include claims for substantial compensatory, consequential, or punitive damages, and other types of relief. Moreover, certain claims are asserted as class actions, purporting to represent a group of similarly situated individuals. While it is not possible to forecast the outcome of such lawsuits/arbitrations, in light of existing insurance, reinsurance, and established reserves, it is the opinion of management that the disposition of such lawsuits/arbitrations will not have a materially adverse effect on the Company’s operations or financial position.

 

Other Regulatory Matters

 

Regulatory Matters

 

As with many financial services companies, the Company and its affiliates have received informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the financial services industry. In each case, the Company and its affiliates have been and are providing full cooperation.

 

C-65

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Insurance and Retirement Plan Products and Other Regulatory Matters

 

Federal and state regulators, and self-regulatory agencies are conducting broad inquiries and investigations involving the insurance and retirement industries. These initiatives currently focus on, among other things, compensation, revenue sharing, and other sales incentives; potential conflicts of interest; sales and marketing practices (including sales to seniors); specific product types (including group annuities and indexed annuities); and disclosure. The Company and certain of its U.S. affiliates have received formal and informal requests in connection with such investigations, and have cooperated and are cooperating fully with each request for information. Some of these matters could result in regulatory action involving the Company. These initiatives also may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which the Company is engaged. In light of these and other developments, U.S. affiliates of ING, including the Company, periodically review whether modifications to their business practices are appropriate.

 

Investment Product Regulatory Issues

 

Since 2002, there has been increased governmental and regulatory activity relating to mutual funds and variable insurance products. This activity has primarily focused on inappropriate trading of fund shares; directed brokerage; compensation; sales practices, suitability, and supervision; arrangements with service providers; pricing; compliance and controls; adequacy of disclosure; and document retention.

 

In addition to responding to governmental and regulatory requests on fund trading issues, ING management, on its own initiative, conducted, through special counsel and a national accounting firm, an extensive internal review of mutual fund trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel.

 

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within the variable insurance and mutual fund products of ING, and identified other circumstances where frequent trading occurred despite measures taken by ING intended to combat market timing. Each of the arrangements has been terminated and disclosed to regulators, to the independent trustees of ING Funds (U.S.) and in Company reports previously filed with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended.

 

Action has been or may be taken by regulators with respect to the Company or certain affiliates before investigations relating to fund trading are completed. The potential outcome of such action is difficult to predict but could subject the Company or certain affiliates to adverse consequences, including, but not limited to, settlement payments, penalties, and other financial liability. It is not currently anticipated, however, that the actual outcome of any such action will have a material adverse effect on ING or ING’s U.S.-based operations, including the Company.

 

C-66

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

 

ING has agreed to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from ING’s internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. Management reported to the ING Funds Board that ING management believes that the total amount of any indemnification obligations will not be material to ING or ING’s U.S.-based operations, including the Company.

 

14.

Subsequent Events

 

Subsequent to December 31 2008, the ING Supervisory Board of Directors approved a liquidity facility for up to $2.0 billion to support the liquidity requirements in ING’s life insurance operations, including the Company. The exact usage of the facility, if any, has not yet been determined, as it will be utilized as an alternative source of liquidity.

 

15.

Restructuring Charges

 

2008 Expense Reductions

 

During the fourth quarter, the Company implemented an expense reduction program for the purpose of streamlining its overall operations. The restructuring charges related to this expense reduction initiative include severance and other employee benefits and lease abandonment costs, which are included in Operating Expenses on the Statements of Operations.

 

The following table illustrates the restructuring reserves and charges for the period ended December 31, 2008.

 

Restructuring reserve at inception

 

 

 

$

-  

 

 

Restructuring charges:

 

 

 

 

 

 

 

 

Employee severance and termination benefits

 

 

 

 

3.3 

(1)

 

 

Future rent on non-cancelable leases

 

 

 

 

0.4 

(2)

 

Total restructuring charges

 

 

 

 

3.7 

 

 

Other charges

 

 

 

 

-  

 

 

Intercompany charges and payments

 

 

 

 

(0.5)

(3)

 

Payments applied against reserve

 

 

 

 

(0.7)

(4)

Restructuring reserve at December 31, 2008

 

 

 

$

2.5 

 

 

 

 

(1)

Amounts represent charges to the Company for all severed employees that support the Company, 

 

 

including those within affiliates.

 

 

 

 

 

 

(2) 

Amounts represent intercompany expense allocations from ING AIH.  The expenses were allocated to 

 

 

the Company based upon the department that used the space, and the cash settlement occurred in January 2009.

 

(3) 

Amounts represent payments to ING affiliates for severance incurred by another ING entity for 

 

 

employees that supported the Company.  Payments were made through ING's intercompany cash settlement process.

 

(4) 

Amounts represent payments to employees of the Company, as well as reversals of severance reserves.

 

 

 

C-67

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

 

The Company estimates the completion of these integration and restructuring activities by November 15, 2009.

 

2009 Expense and Staff Reductions

 

On January 12, 2009, ING announced expense and staff reductions across all U.S. operations, which resulted in the elimination of 114 current and open positions in the Company. Due to the staff reductions, curtailment of pension benefits shall occur during the first quarter of 2009, which will result in the recognition of a loss related to unrecognized prior service costs. The effect of the curtailment on the Company’s earnings is anticipated to be less than $0.1. The Company anticipates that the restructuring activities in regards to its operations will be complete by November 15, 2009, with total estimated costs to the Company equal to $6.7.

 

16.

Accumulated Other Comprehensive Income (Loss)

 

Shareholder’s equity included the following components of Accumulated other comprehensive income (loss) as of December 31, 2008, 2007, and 2006.

 

 

 

 

 

 

 

2008

 

 

2007

 

 

2006

Net unrealized capital (losses) gains:

 

 

 

 

 

 

 

 

 

 

Fixed maturities, available-for-sale

 

$

(3,234.0)

 

$

(122.3)

 

$

(28.9)

 

Equity securities, available-for-sale

 

 

(3.7)

 

 

(5.5)

 

 

1.5 

 

DAC/VOBA adjustment on 

 

 

 

 

 

 

 

 

 

 

 

available-for-sale securities

 

 

1,139.7 

 

 

(36.9)

 

 

21.1 

 

Sales inducements adjustment on

 

 

 

 

 

 

 

 

 

 

 

available-for-sale securities

 

 

102.2 

 

 

0.5 

 

 

1.0 

 

Other investments

 

 

(6.2)

 

 

(6.4)

 

 

(6.6)

Unrealized capital (losses) gains , before tax

 

 

(2,002.0)

 

 

(170.6)

 

 

(11.9)

Deferred income tax asset (liability)

 

 

700.7 

 

 

59.7 

 

 

3.8 

Deferred tax asset valuation allowance

 

 

(29.8)

 

 

(46.9)

 

 

-  

Net unrealized capital (losses) gains 

 

 

(1,331.1)

 

 

(157.8)

 

 

(8.1)

Pension liability, net of tax

 

 

(2.6)

 

 

(2.9)

 

 

(5.1)

Other

 

 

 

-  

 

 

-  

 

 

1.1 

Accumulated other comprehensive (loss) income

 

$

(1,333.7)

 

$

(160.7)

 

$

(12.1)

 

 

C-68

 

 

 

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

 

Changes in Accumulated other comprehensive income (loss), net of DAC, VOBA, and tax (excluding the tax valuation allowance), related to changes in unrealized capital gains (losses) on securities, including securities pledged, were as follows for the years ended December 31, 2008, 2007 and 2006

 

 

 

 

 

 

 

2008

 

 

2007

 

 

2006

Fixed maturities, available-for-sale

 

$

(3,111.7)

 

$

(93.4)

 

$

(22.0)

Equity securities, available-for-sale

 

 

1.8 

 

 

(7.0)

 

 

0.4 

DAC/VOBA adjustment on 

 

 

 

 

 

 

 

 

 

 

available-for-sale securities

 

 

1,176.6 

 

 

(58.0)

 

 

13.6 

Sales inducements adjustment on

 

 

 

 

 

 

 

 

 

 

available-for-sale securities

 

 

101.7 

 

 

(0.5)

 

 

(1.5)

Other investments

 

 

0.2 

 

 

0.2 

 

 

(1.2)

Unrealized capital (losses) gains, before tax

 

 

(1,831.4)

 

 

(158.7)

 

 

(10.7)

Deferred income tax asset (liability)

 

 

641.0 

 

 

55.9 

 

 

3.4 

Net change in unrealized capital (losses) gains 

 

$

(1,190.4)

 

$

(102.8)

 

$

(7.3)

 

 

 

 

 

 

 

2008

 

 

2007

 

 

2006

Net unrealized capital holding (losses) gains 

 

 

 

 

 

 

 

 

 

 

arising  during the year (1)

 

$

(1,877.2)

 

$

(210.5)

 

$

(49.5)

Less: reclassification adjustment for (losses) gains 

 

 

 

 

 

 

 

 

 

 

and other items included in Net (loss) income (2)

 

 

(686.8)

 

 

(107.7)

 

 

(42.2)

Net change in unrealized capital (losses) 

 

 

 

 

 

 

 

 

 

 

gains on securities

 

$

(1,190.4)

 

$

(102.8)

 

$

(7.3)

 

 

 

(1)

Pretax unrealized capital holding gains (losses) arising during the year were $(2,888.0), $(324.9), and $(72.6), for the years ended December 31, 2008, 2007, and 2006, respectively.
   

 

(2)

Pretax reclassification adjustments for gains (losses) and other items included in Net (loss) income were $(1,056.6), $(166.2), and $(61.9), for the years ended December 31, 2008, 2007, and 2006, respectively.
 

 

C-69

 

 

QUARTERLY DATA (UNAUDITED)

(Dollar amounts in millions, unless otherwise stated)

 

2008

 

 

 

First

 

 

Second

 

 

Third

 

 

Fourth

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

429.9 

 

$

640.2 

 

$

229.8 

 

$

(171.9)

Income (loss) before income taxes 

 

 

(113.3)

 

 

137.6 

 

 

(465.5)

 

 

(1,185.2)

Income tax expense (benefit)

 

 

(51.4)

 

 

34.7 

 

 

(35.7)

 

 

(192.8)

Net income (loss)

 

$

(61.9)

 

$

102.9 

 

$

(429.8)

 

$

(992.4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

 

 

First

 

 

Second

 

 

Third

 

 

Fourth

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

512.4 

 

$

632.7 

 

$

534.7 

 

$

494.0 

Income (loss) before income taxes 

 

 

96.6 

 

 

138.1 

 

 

37.1 

 

 

(144.4)

Income tax expense (benefit)

 

 

26.9 

 

 

41.0 

 

 

(11.1)

 

 

(58.4)

Net income (loss)

 

$

69.7 

 

$

97.1 

 

$

48.2 

 

$

(86.0)

 

 

 

C-70

 

 

 

SEPARATE ACCOUNT B
PART C - OTHER INFORMATION
 
Item 24. Financial Statements and Exhibits
Financial Statements:
  (a) (1)     Included in Part A:
    Condensed Financial Information
  (2)     Included in Part B:
    Financial Statements of Separate Account B:
    -        Report of Independent Registered Public Accounting Firm
    -        Statements of Assets and Liabilities as of December 31, 2008
    -        Statements of Operations for the year ended December 31, 2008
    -        Statements of Changes in Net Assets for the years ended December 31, 2008
             and 2007
    -        Notes to Financial Statements
    Financial Statements of ING USA Annuity and Life Insurance Company:
    -        Report of Independent Registered Public Accounting Firm
    -        Statements of Operations for the years ended December 31, 2008, 2007 and
             2006
    -        Balance Sheets as of December 31, 2008 and 2007
    -        Statements of Changes in Shareholder’s Equity for the years ended
             December 31, 2008, 2007 and 2006
    -        Statements of Cash Flows for the years ended December 31, 2008, 2007 and
             2006
    -        Notes to Financial Statements
 
  (b) (1)       Exhibits 
                            Resolution of the Board of Directors of ING USA Annuity and Life Insurance
        Company authorizing the establishment of the Registrant • Incorporated by
        reference to the Initial Registration Statement on Form N-4 for Separate
        Account B filed with the Securities and Exchange Commission on October 1,
        2001 (File Nos. 333-70600; 811-5626).
(2)         Not applicable
(3.1)         Amendment to and Restatement of the Distribution Agreement between ING
        USA and Directed Services, Inc. effective January 1, 2004 • Incorporated
        herein by reference to Post-Effective Amendment No. 2 to a Registration
        Statement on Form N-4 for ING USA Annuity and Life Insurance Company
        Separate Account B filed with the Securities and Exchange Commission on
        April 9, 2004 (File Nos. 333-90516, 811-5626).
 (3.2)         Master Selling Agreement • Incorporated by reference to Registration
        Statement on Form N-4 for Separate Account B filed with the Securities and
        Exchange Commission on May 12, 2006 (File Nos. 333-70600; 811-5626).

    (4.1)   Variable Annuity Group Master Contract (GA-MA-1102) • Incorporated by
      reference to Pre-Effective Amendment No. 1 to the Registration Statement on
      Form N-4 for Separate Account B filed with the Securities and Exchange
      Commission on December 11, 2001 (File Nos. 333-70600; 811-5626).
  (4.2)   Variable Annuity Contract (GA-IA-1102) • Incorporated by reference to Pre-
      Effective Amendment No. 1 to the Registration Statement on Form N-4 for
      Separate Account B filed with the Securities and Exchange Commission on
      December 11, 2001 (File No. 333-70600).
    (4.3)   Variable Annuity Certificate (GA-CA-1102) • Incorporated by reference to Pre-
      Effective Amendment No. 1 to the Registration Statement on Form N-4 for
      Separate Account B filed with the Securities and Exchange Commission on
      December 11, 2001 (File No. 333-70600).
  (4.4)   GET Fund Rider (GA-RA-1085) • Incorporated by reference to Pre-Effective
      Amendment No. 1 to the Registration Statement on Form N-4 for Separate
      Account B filed with the Securities and Exchange Commission on December
      11, 2001 (File No. 333-70600).
  (4.5)   Section 72 Rider • Incorporated by reference to Pre-Effective Amendment No.
        1 to the Registration Statement on Form N-4 for Separate Account B filed with
      the Securities and Exchange Commission on December 11, 2001 (File No. 333-
      70600).
  (4.6)   Waiver of Surrender Charge Rider • Incorporated by reference to Pre-Effective
      Amendment No. 1 to the Registration Statement on Form N-4 for Separate
      Account B filed with the Securities and Exchange Commission on December
      11, 2001 (File No. 333-70600).
  (4.7)   Simple Retirement Account Rider • Incorporated herein by reference to Post-
      Effective Amendment No. 34 to a Registration Statement on Form N-4 for
      Golden American Life Insurance Company Separate Account B filed with the
      Securities and Exchange Commission on April 15, 2003 (File No. 033-23351).
  (4.8)   403(b) Rider • Incorporated herein by reference to Post-Effective Amendment
      No. 34 to a Registration Statement on Form N-4 for Golden American Life
      Insurance Company Separate Account B filed with the Securities and Exchange
      Commission on April 15, 2003 (File No. 033-23351).
  (4.9)   Individual Retirement Annuity Rider • Incorporated herein by reference to
      Post-Effective Amendment No. 34 to a Registration Statement on Form N-4 for
      Golden American Life Insurance Company Separate Account B filed with the
      Securities and Exchange Commission on April 15, 2003 (File No. 033-23351).
  (4.10)   ROTH Individual Retirement Annuity Rider • Incorporated herein by reference
      to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4
      for Golden American Life Insurance Company Separate Account B filed with
      the Securities and Exchange Commission on April 15, 2003 (File No. 033-
      23351).

    (4.11)   Death Benefit Option Package Endorsement (GA-RA-1117) • Incorporated
      herein by reference to Post-Effective Amendment No. 4 to a Registration
      Statement on Form N-4 for Golden American Life Insurance Company
      Separate Account B filed with the Securities and Exchange Commission on
      August 1, 2003 (File No. 333-70600).
  (4.12)   Company Address and Name Change Endorsement • Incorporated herein by
      reference to Post-Effective Amendment No. 25 to a Registration Statement on
      Form N-4 for ING USA Annuity and Life Insurance Company Separate
      Account B filed with the Securities and Exchange Commission on February 13,
      2004 (File No. 333-28679).
  (4.13)   Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Life
      Pay) (IU-RA-3023) • Incorporated by reference to Post-Effective Amendment
      No. 15 to Registration Statement on Form N-4 for Separate Account B filed
      with the Securities and Exchange Commission on July 20, 2006 (File No. 333-
      70600).
  (4.14)   Sample Schedule Page Entries for Minimum Guaranteed Withdrawal Benefit
      Rider with Reset (Life Pay) (IU-RA-3023) • Incorporated by reference to Post-
      Effective Amendment No. 15 to Registration Statement on Form N-4 for
      Separate Account B filed with the Securities and Exchange Commission on
      July 20, 2006 (File No. 333-70600).
  (4.15)   Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Joint
      Life Pay) (IU-RA-3029) • Incorporated by reference to Post-Effective
      Amendment No. 15 to Registration Statement on Form N-4 for Separate
      Account B filed with the Securities and Exchange Commission on July 20,
      2006 (File No. 333-70600).
  (4.16)   Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING
      Joint Life Pay) (IU-RA-3061) • Incorporated by reference to Post-Effective
      Amendment No. 20 to Registration Statement on Form N-4 for Separate
      Account B filed with the Securities and Exchange Commission on August 15,
      2007 (File No. 333-70600).
  (4.17)   Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (Life
      Pay) (IU-RA-3062) • Incorporated by reference to Post-Effective Amendment
      No. 20 to Registration Statement on Form N-4 for Separate Account B filed
      with the Securities and Exchange Commission on August 15, 2007 (File No.
      333-70600).
  (4.18)   Variable Annuity Application (GA-CDF-1105(08/07)) • Incorporated by
      reference to Post-Effective Amendment No. 20 to Registration Statement on
      Form N-4 for Separate Account B filed with the Securities and Exchange
      Commission on August 15, 2007 (File No. 333-70600).
  (4.19)   Surrender Charge Endorsement (IU-RA-3018) to Contract GA-IA-1102 and
      Certificate GA-CA-1102 and Master Contract GA-MA-1102
  (4.20)   Minimum Guaranteed Income Benefit Rider (IU-RA-3030)

    (4.21)   Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit
      Rider (IU-RA-3077)
  (4.22)   Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit
      Rider (IU-RA-3078)
  (4.23)   Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit
      Rider (Life Pay Plus) (IU-RA-4010(DE)(RC))
  (4.24)   Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit
      Rider (Life Pay Plus) (IU-RA-4011(DE)(RC))
  (5.1)   Variable Annuity Application (GA-CDF-1105(08/06)) • Incorporated by
      reference to Post-Effective Amendment No. 16 to Registration Statement on
      Form N-4 for Separate Account B filed with the Securities and Exchange
      Commission on August 3, 2006 (File No. 333-70600).
  (5.2)   Deferred Variable Annuity Application (GA-CDF-1105(12/08))
  (6.1)   Restated Articles of Incorporation Providing for the Redomestication of Golden
      American Life Insurance Company dated July 2 and 3, 2003, effective January
      1, 2004 • Incorporated by reference to Company's 10-K, as filed with the SEC
      on March 29, 2004 (File No. 033-87270).
  (6.2)   Amendment to Articles of Incorporation Providing for the Name Change of
      Golden American Life Insurance Company dated November 20, 2003, effective
      January 1, 2004 • Incorporated by reference to the Company's 10-K, as filed
      with the SEC on March 29, 2004 (File No. 033-87270).
  (6.3)   Amendment to Articles of Incorporation Providing for the Change in Purpose
      and Powers of ING USA Annuity and Life Insurance Company dated March 3
      and 4, 2004, effective March 11, 2004 • Incorporated by reference to the
      Company's 10-Q, as filed with the SEC on May 17, 2004 (File No. 033-87270).
  (6.4)   Amended and Restated By-Laws of ING USA Annuity and Life Insurance
      Company, effective January 1, 2005 • Incorporated by reference to Registrant’s
      Form 10-K as filed with the Securities and Exchange Commission on May 13,
      2005 (File No. 33-87270).
  (6.5)   Resolution of the Board of Directors for Powers of Attorney, dated (04/23/99) •
      Incorporated by reference to Post-Effective Amendment No. 3 to a Registration
      Statement on Form N-4 for Golden American Life Insurance Separate Account
      B filed with the Securities and Exchange Commission on April 23, 1999 (File
      No. 333-28679).
  (7)   Not applicable
  (8.1)   Fund Participation Agreement dated February 1, 1994 and amended on
      December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and
      March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable
      Insurance Products Fund and Fidelity Distributors Corporation • Incorporated
      by reference to Post-Effective Amendment No. 12 to Registration Statement on
      Form N-4 (File No. 033-75964), as filed on February 11, 1997.

  (8.2)   Fifth Amendment dated as of May 1, 1997 to the Fund Participation Agreement
      dated February 1, 1994 and amended on December 15, 1994, February 1, 1995,
      May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance
      and Annuity Company, Variable Insurance Products Fund and Fidelity
      Distributors Corporation • Incorporated by reference to Post-Effective
      Amendment No. 30 to Registration Statement on Form N-4 (File No. 033-
      34370), as filed on September 29, 1997.
  (8.3)   Sixth Amendment dated as of November 6, 1997 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1,
      1997 between Aetna Life Insurance and Annuity Company, Variable Insurance
      Products Fund and Fidelity Distributors Corporation • Incorporated by
      reference to Post-Effective Amendment No. 16 to Registration Statement on
      Form N-4 (File No. 033-75964), as filed on February 9, 1998.
  (8.4)   Seventh Amendment dated as of May 1, 1998 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997
      and November 6, 1997 between Aetna Life Insurance and Annuity Company,
      Variable Insurance Products Fund and Fidelity Distributors Corporation •
      Incorporated by reference to Registration Statement on Form N-4 (File No.
      333-56297), as filed on June 8, 1998.
  (8.5)   Eighth Amendment dated as of December 1, 1999 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997,
      November 6, 1997 and May 1, 1998 between Aetna Life Insurance and Annuity
      Company, Variable Insurance Products Fund and Fidelity Distributors
      Corporation • Incorporated by reference to Post-Effective Amendment No. 19
      to Registration Statement on Form N-4 (File No. 333-01107), as filed on
      February 16, 2000.
  (8.6)   Ninth Amendment dated as of August 15, 2007 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997,
      November 6, 1997 and May 1, 1998 between ING Life Insurance and Annuity
      Company (formerly known as Aetna Life Insurance and Annuity Company),
      Variable Insurance Products Fund and Fidelity Distributors Corporation •
        Incorporated by reference to Post-Effective Amendment No. 46 to Registration
      Statement on Form N-4 (File No. 333-01107), as filed on February 15, 2008.
  (8.7)   Fund Participation Agreement dated February 1, 1994 and amended on
      December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and
      March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable
      Insurance Products Fund II and Fidelity Distributors Corporation • Incorporated
      by reference to Post-Effective Amendment No. 12 to Registration Statement on
      Form N-4 (File No. 033-75964), as filed on February 11, 1997.

    (8.8)   Fifth Amendment dated as of May 1, 1997 to the Fund Participation Agreement
      dated February 1, 1994 and amended on December 15, 1994, February 1, 1995,
      May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance
      and Annuity Company, Variable Insurance Products Fund II and Fidelity
      Distributors Corporation • Incorporated by reference to Post-Effective
      Amendment No. 30 to Registration Statement on Form N-4 (File No. 033-
      34370), as filed on September 29, 1997.
  (8.9)   Sixth Amendment dated as of January 20, 1998 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1,
      1997 between Aetna Life Insurance and Annuity Company, Variable Insurance
      Products Fund II and Fidelity Distributors Corporation • Incorporated by
      reference to Post-Effective Amendment No. 7 to Registration Statement on
      Form S-6 (File No. 033-75248), as filed on February 24, 1998.
  (8.10)   Seventh Amendment dated as of May 1, 1998 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997
      and January 20, 1998 between Aetna Life Insurance and Annuity Company,
      Variable Insurance Products Fund II and Fidelity Distributors Corporation •
      Incorporated by reference to Registration Statement on Form N-4 (File No.
      333-56297), as filed on June 8, 1998.
  (8.11)   Eighth Amendment dated December 1, 1999 to Fund Participation Agreement
      dated February 1, 1994 and amended on December 15, 1994, February 1, 1995,
      May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997, January 20, 1998
      and May 1, 1998 between Aetna Life Insurance and Annuity Company,
      Variable Insurance Products Fund II and Fidelity Distributors Corporation •
      Incorporated by reference to Post-Effective Amendment No. 19 to Registration
      Statement on Form N-4 (File No. 333-01107), as filed on February 16, 2000.
  (8.12)   Ninth Amendment dated as of August 15, 2007 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997,
      January 20, 1998 and May 1, 1998 between ING Life Insurance and Annuity
      Company (formerly known as Aetna Life Insurance and Annuity Company),
      Variable Insurance Products Fund II and Fidelity Distributors Corporation •
      Incorporated by reference to Post-Effective Amendment No. 46 to Registration
      Statement on Form N-4 (File No. 333-01107), as filed on February 15, 2008.
  (8.13)   Letter Agreement dated May 16, 2007 between Reliastar Life Insurance
      Company of New York, Fidelity Distributors Corporation, Variable Insurance
      Products Fund, Variable Insurance Products Fund II and Variable Insurance
      Products Fund V • Incorporated by reference to Pre-Effective Amendment No.
      2 to Registration Statement on Form N-4 (File No. 333-139695), as filed on
      September 5, 2007.

    (8.14)   Service Agreement effective as of June 1, 2002 by and between Fidelity
      Investments Institutional Operations Company, Inc. and ING Financial
      Advisers, LLC • Incorporated by reference to Post-Effective Amendment No.
      33 to Registration Statement on Form N-4 (File No. 033-75988), as filed on
      August 5, 2004.
  (8.15)   Service Contract effective as of June 1, 2002 and amended on June 20, 2003 by
      and between Directed Services, Inc., ING Financial Advisers, LLC, and
      Fidelity Distributors Corporation • Incorporated by reference to Post-Effective
      Amendment No. 33 to Registration Statement on Form N-4 (File No. 033-
      75988), as filed on August 5, 2004.
  (8.16)   First Amendment effective April 1, 2005 to Service Contract between Fidelity
      Distributors Corporation and ING Financial Advisers, Inc. dated June 1, 2002
      and amended on June 20, 2003 • Incorporated by reference to Post-Effective
      Amendment No. 47 to Registration Statement on Form N-4 (File No. 033-
      75962), as filed on November 21, 2006.
  (8.17)   Second Amendment effective April 1, 2006 to Service Contract between
      Fidelity Distributors Corporation and ING Financial Advisers, Inc. dated June
      1, 2002 and amended on June 20, 2003 and April 1, 2005 • Incorporated by
      reference to Post-Effective Amendment No. 47 to Registration Statement on
      Form N-4 (File No. 033-75962), as filed on November 21, 2006.
  (8.18)   Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of
      October 16, 2007 between Fidelity Distributors Corporation, ING Life
      Insurance and Annuity Company, ING National Trust, ING USA Annuity and
      Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life
      Insurance Company of New York, Security Life of Denver Insurance Company
      and Systematized Benefits Administrators Inc. • Incorporated by reference to
      Post-Effective Amendment No. 50 to Registration Statement on Form N-4 (File
      No. 033-75962), as filed on June 15, 2007.
  (8.19)   Amended and Restated Participation Agreement as of December 30, 2005 by
      and among Franklin Templeton Variable Insurance Products Trust,
      Franklin/Templeton Distributors, Inc., ING Life Insurance and Annuity
      Company, ING USA Annuity and Life Insurance Company, ReliaStar Life
      Insurance Company, ReliaStar Life Insurance Company of New York and
      Directed Services, Inc. • Incorporated by reference to Post-Effective
      Amendment No. 17 to Registration Statement on Form N-4 (File No. 333-
      85618), as filed on February 1, 2007.

    (8.20)   Amendment effective June 5, 2007 to Amended and Restated Participation
      Agreement as of December 30, 2005 by and among Franklin Templeton
      Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., ING
      Life Insurance and Annuity Company, ING USA Annuity and Life Insurance
      Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
      Company of New York and Directed Services, LLC • Incorporated by
      reference to Pre-Effective Amendment No. 1 to Registration Statement on Form
      N-4 (File No. 333-139695), as filed on July 6, 2007.
  (8.21)   Amended and Restated Administrative Services Agreement executed as of
      October 3, 2005 between Franklin Templeton Services, LLC, ING Life
      Insurance and Annuity Company, ING Insurance Company of America, ING
      USA Annuity and Life Insurance Company and ReliaStar Life Insurance
      Company • Incorporated by reference to Post-Effective Amendment No. 32 to
      Registration Statement on Form N-4 (File No. 033-81216), as filed on April 11,
      2006.
  (8.22)   Rule 22c-2 Shareholder Information Agreement (Franklin Templeton Variable
      Insurance Products Trust) entered into as of April 16, 2007 among
      Franklin/Templeton Distributors, Inc., ING Life Insurance and Annuity
      Company, ING USA Annuity and Life Insurance Company, ReliaStar Life
      Insurance Company and ReliaStar Life Insurance Company of New York •
      Incorporated by reference to Post-Effective Amendment No. 50 to Registration
      Statement on Form N-4 (File No. 033-75962), as filed on June 15, 2007.
  (8.23)   Participation Agreement dated April 30, 2003 among ING Life Insurance and
      Annuity Company, The GCG Trust (renamed effective May 1, 2003, ING
      Investors Trust) and Directed Services, Inc. • Incorporated by reference to Post-
      Effective Amendment No. 54 to Registration Statement on Form N-1A (File
      No. 033-23512), as filed on August 1, 2003.
  (8.24)   Amendment dated October 9, 2006 to the Participation Agreement dated April
      30, 2003 among ING Life Insurance and Annuity Company, ING Investors
      Trust and Directed Services, Inc. • Incorporated by reference to Post-Effective
      Amendment No. 47 to Registration Statement on Form N-4 (File No. 033-
      75962), as filed on November 21, 2006.
  (8.25)   Second Amended and Restated Fund Participation Agreement dated September
      2, 2003 as amended and restated on May 17, 2004 and further amended and
      restated on January 1, 2007 among ING USA Annuity and Life Insurance
      Company, ReliaStar Life Insurance Company of New York, ING Investors
      Trust, ING Investments, LLC, ING Funds and Distributors, LLC, American
      Funds Insurance Series and Capital Research and Management Company •
      Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
      Statement on Form N-4 (File No. 333-139695), as filed on July 6, 2007.

    (8.26)   Participation Agreement dated as of November 28, 2001 among Portfolio
      Partners, Inc., Aetna Life Insurance and Annuity Company and Aetna
      Investment Services, LLC • Incorporated by reference to Post-Effective
      Amendment No. 30 to Registration Statement on Form N-4 (File No. 033-
      75962), as filed on April 8, 2002.
  (8.27)   Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be
      renamed ING Partners, Inc. effective May 1, 2002), Aetna Life Insurance and
      Annuity Company (to be renamed ING Life Insurance and Annuity Company
      effective May 1, 2002) and Aetna Investment Services, LLC (to be renamed
      ING Financial Advisers, LLC) to Participation Agreement dated November 28,
      2001 • Incorporated by reference to Post-Effective Amendment No. 30 to
      Registration Statement on Form N-4 (File No. 033-75962), as filed on April 8,
      2002.
  (8.28)   Amendment dated May 1, 2003 between ING Partners, Inc., ING Life
      Insurance and Annuity Company and ING Financial Advisers, LLC to the
      Participation Agreement dated as of November 28, 2001 and subsequently
      amended on March 5, 2002 • Incorporated by reference to Post-Effective
      Amendment No. 28 to Registration Statement on Form N-4 (File No. 033-
      75988), as filed on April 10, 2003.
  (8.29)   Amendment dated November 1, 2004 to the Participation Agreement between
      ING Partners, Inc., ING Life Insurance and Annuity Company and ING
      Financial Advisers, LLC dated as of November 28, 2001 and subsequently
      amended on March 5, 2002 and May 1, 2003 • Incorporated by reference to
      Post-Effective Amendment No. 20 to Registration Statement on Form N-1A
      (File No. 333-32575), as filed on April 1, 2005.
  (8.30)   Amendment dated April 29, 2005 to the Participation Agreement between ING
      Partners, Inc., ING Life Insurance and Annuity Company and ING Financial
      Advisers, LLC dated as of November 28, 2001 and subsequently amended on
      March 5, 2002, May 1, 2003 and November 1, 2004 • Incorporated by
      reference to Post-Effective Amendment No. 32 to Registration Statement on
      Form N-4 (File No. 033-81216), as filed on April 11, 2006.
  (8.31)   Amendment dated August 31, 2005 to the Participation Agreement between
      ING Partners, Inc., ING Life Insurance and Annuity Company and ING
      Financial Advisers, LLC dated November 28, 2001 and subsequently amended
      on March 5, 2002, May 1, 2003, November 1, 2004 and April 29, 2005 •
      Incorporated by reference to Post-Effective Amendment No. 32 to Registration
      Statement on Form N-4 (File No. 033-81216), as filed on April 11, 2006.

  (8.32)   Amendment dated December 7, 2005 to the Participation Agreement between
      ING Partners, Inc., ING Life Insurance and Annuity Company and ING
      Financial Advisers, LLC dated as of November 28, 2001 and subsequently
      amended on March 5, 2002, May 1, 2003, November 1, 2004, April 29, 2005,
      and August 31, 2005 • Incorporated by reference to Post-Effective
      Amendment No. 32 to Registration Statement on Form N-4 (File No. 033-
      81216), as filed on April 11, 2006.
  (8.33)   Amendment dated April 28, 2006 to the Participation Agreement between ING
      Partners, Inc., ING Life Insurance and Annuity Company and ING Financial
      Advisers, LLC dated as of November 28, 2001 and subsequently amended on
      March 5, 2002, May 1, 2003, November 1, 2004, April 29, 2005, August 31,
      2005 and December 7, 2005 • Incorporated by reference to Registration
        Statement on Form N-4 (File No. 333-134760), as filed on June 6, 2006.
  (8.34)   Shareholder Servicing Agreement (Service Class Shares) dated as of November
      27, 2001 between Portfolio Partners, Inc. and Aetna Life Insurance and Annuity
      Company • Incorporated by reference to Post-Effective Amendment No. 30 to
      Registration Statement on Form N-4 (File No. 033-75962), as filed on April 8,
      2002.
  (8.35)   Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be
      renamed ING Partners, Inc. effective May 1, 2002) and Aetna Life Insurance
      and Annuity Company (to be renamed ING Life Insurance and Annuity
      Company effective May 1, 2002) to the Shareholder Servicing Agreement
      (Service Class Shares) dated November 27, 2001 • Incorporated by reference to
      Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File
      No. 033-75962), as filed on April 8, 2002.
  (8.36)   Amendment dated May 1, 2003 to the Shareholder Servicing Agreement
      (Service Class Shares) by and between ING Partners, Inc. and ING Life
      Insurance and Annuity Company dated November 27, 2001, as amended on
      March 5, 2002 • Incorporated by reference to Post-Effective Amendment No.
      28 to Registration Statement on Form N-4 (File No. 033-75988), as filed on
      April 10, 2003.
  (8.37)   Amendment dated November 1, 2004 to the Shareholder Servicing Agreement
      (Service Class Shares) by and between ING Partners, Inc. and ING Life
      Insurance and Annuity Company dated November 27, 2001, as amended on
      March 5, 2002 and May 1, 2003 • Incorporated by reference to Initial
      Registration Statement on Form N-4 (File No. 333-134760), as filed on June 6,
      2006.

  (8.38)   Amendment dated April 29, 2005 to the Shareholder Servicing Agreement
      (Service Class Shares) by and between ING Partners, Inc. and ING Life
        Insurance and Annuity Company dated November 27, 2001, and amended on
      March 5, 2002, May 1, 2003 and November 1, 2004 • Incorporated by
      reference to Post-Effective Amendment No. 32 to Registration Statement on
      Form N-4 (File No. 033-81216), as filed on April 11, 2006.
  (8.39)   Amendment dated December 7, 2005 to the Shareholder Servicing Agreement
      (Service Class Shares) by and between ING Partners, Inc. and ING Life
      Insurance and Annuity Company dated November 27, 2001, and amended on
      March 5, 2002, May 1, 2003, November 1, 2004 and April 29, 2005 •
      Incorporated by reference to Initial Registration Statement on Form N-4 (File
      No. 333-134760), as filed on June 6, 2006.
  (8.40)   Amendment dated April 28, 2006 to the Shareholder Servicing Agreement
      (Service Class Shares) by and between ING Partners, Inc. and ING Life
      Insurance and Annuity Company dated November 27, 2001, and amended on
      March 5, 2002, May 1, 2003, November 1, 2004, April 29, 2005 and December
      7, 2005 • Incorporated by reference to Registration Statement on Form N-4
      (File No. 333-134760), as filed on June 6, 2006.
  (8.41)   Fund Participation Agreement dated as of May 1, 1998 by and among Aetna
      Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable
      Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
      on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of
      each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series
      and Aeltus Investment Management, Inc. • Incorporated by reference to
      Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8,
      1998.
  (8.42)   Amendment dated November 9, 1998 to Fund Participation Agreement dated as
      of May 1, 1998 by and among Aetna Life Insurance and Annuity Company and
      Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares,
      Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series,
      Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable
      Portfolios, Inc. on behalf of each of its series and Aeltus Investment
      Management, Inc. • Incorporated by reference to Post-Effective Amendment
      No. 2 to Registration Statement on Form N-4 (File No. 333-56297), as filed on
      December 14, 1998.

    (8.43)   Second Amendment dated December 31, 1999 to Fund Participation Agreement
      dated as of May 1, 1998 and amended on November 9, 1998 by and among
      Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna
      Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna
      GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on
      behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of
      its series and Aeltus Investment Management, Inc. • Incorporated by reference
      to Post-Effective Amendment No. 19 to Registration Statement on Form N-4
      (File No. 333-01107), as filed on February 16, 2000.
  (8.44)   Third Amendment dated February 11, 2000 to Fund Participation Agreement
      dated as of May 1, 1998 and amended on November 9, 1998 and December 31,
      1999 by and among Aetna Life Insurance and Annuity Company and Aetna
      Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
      Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna
      Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable
      Portfolios, Inc. on behalf of each of its series and Aeltus Investment
      Management, Inc. • Incorporated by reference to Post-Effective Amendment
      No. 20 to Registration Statement on Form N-4 (File No. 333-01107), as filed on
      April 4, 2000.
  (8.45)   Fourth Amendment dated May 1, 2000 to Fund Participation Agreement dated
      as of May 1, 1998 and amended on November 9, 1998, December 31, 1999 and
      February 11, 2000 by and among Aetna Life Insurance and Annuity Company
      and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares,
      Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series,
      Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable
      Portfolios, Inc. on behalf of each of its series and Aeltus Investment
      Management, Inc. • Incorporated by reference to Post-Effective Amendment
      No. 20 to Registration Statement on Form N-4 (File No. 333-01107), as filed on
      April 4, 2000.
  (8.46)   Fifth Amendment dated February 27, 2001 to Fund Participation Agreement
      dated as of May 1, 1998 and amended on November 9, 1998, December 31,
      1999, February 11, 2000 and May 1, 2000 by and among Aetna Life Insurance
      and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund,
      Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
      each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its
      series, Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus
      Investment Management, Inc. • Incorporated by reference to Post-Effective
      Amendment No. 24 to Registration Statement on Form N-4 (File No. 333-
      01107), as filed on April 13, 2001.

    (8.47)   Sixth Amendment dated June 19, 2001 to Fund Participation Agreement dated
      as of May 1, 1998 and amended on November 9, 1998, December 31, 1999,
      February 11, 2000, May 1, 2000 and February 27, 2001 among Aetna Life
      Insurance and Annuity Company, Aeltus Investment Management, Inc. and
      Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares,
      Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series,
      Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna
      Variable Portfolios, Inc. on behalf of each of its series • Incorporated by
      reference to Post-Effective Amendment No. 32 to Registration Statement on
      Form N-4 (File No. 033-75988), as filed on April 13, 2004.
  (8.48)   Service Agreement effective as of May 1, 1998 between Aeltus Investment
      Management, Inc. and Aetna Life Insurance and Annuity Company in
      connection with the sale of shares of Aetna Variable Fund, Aetna Variable
      Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
      on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of
      each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its
      series • Incorporated by reference to Registration Statement on Form N-4 (File
      No. 333-56297), as filed on June 8, 1998.
  (8.49)   Amendment dated November 4, 1998 and effective as of October 15, 1998 to
      Service Agreement effective as of May 1, 1998 between Aeltus Investment
      Management, Inc. and Aetna Life Insurance and Annuity Company in
      connection with the sale of shares of Aetna Variable Fund, Aetna Variable
      Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
      on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of
      each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its
      series • Incorporated by reference to Post-Effective Amendment No. 2 to
      Registration Statement on Form N-4 (File No. 333-56297), as filed on
      December 14, 1998.
  (8.50)   Second Amendment dated February 11, 2000 to Service Agreement effective as
      of May 1, 1998 and amended on November 4, 1998 between Aeltus Investment
      Management, Inc. and Aetna Life Insurance and Annuity Company in
      connection with the sale of shares of Aetna Variable Fund, Aetna Variable
      Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
      on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of
      each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its
      series • Incorporated by reference to Post-Effective Amendment No. 20 to
      Registration Statement on Form N-4 (File No. 333-01107), as filed on April 4,
      2000.

    (8.51)   Third Amendment dated May 1, 2000 to Service Agreement effective as of
      May 1, 1998 and amended on November 4, 1998 and February 11, 2000
      between Aeltus Investment Management, Inc. and Aetna Life Insurance and
      Annuity Company in connection with the sale of shares of Aetna Variable
      Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP,
      Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
      Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios,
      Inc. on behalf of each of its series • Incorporated by reference to Post-Effective
      Amendment No. 20 to Registration Statement on Form N-4 (File No. 333-
      01107), as filed on April 4, 2000.
  (8.52)   Fourth Amendment dated as of June 26, 2001 to Service Agreement with
      Investment Advisor effective as of May 1, 1998, as amended on November 4,
      1998, February 11, 2000 and May 1, 2000 between Aeltus Investment
      Management, Inc. and Aetna Life Insurance and Annuity Company in
      connection with the sale of shares of Aetna Variable Fund, Aetna Variable
      Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
      on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of
      each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its
      series • Incorporated by reference to Post-Effective Amendment No. 32 to
      Registration Statement on Form N-4 (File No. 033-75988), as filed on April 13,
      2004.
  (8.53)   Fund Participation Agreement dated as of May 1, 2001 among Pilgrim Variable
      Products Trust, Aetna Life Insurance and Annuity Company and ING Pilgrim
      Securities, Inc. • Incorporated by reference to Post-Effective Amendment No.
      26 to Registration Statement on Form N-4 (File No. 333-01107), as filed on
      July 13, 2001.
  (8.54)   Amendment dated August 30, 2002 between ING Life Insurance and Annuity
      Company, ING Variable Products Trust (formerly known as Pilgrim Variable
      Products Trust) and ING Funds Distributor to Fund Participation Agreement
      dated May 1, 2001 • Incorporated by reference to Post-Effective Amendment
      No. 28 to Registration Statement on Form N-4 (File No. 033-75988), as filed on
      April 10, 2003.
  (8.55)   Administrative and Shareholder Services Agreement dated April 1, 2001
      between ING Funds Services, LLC and ING Life Insurance and Annuity
      Company (Administrator for ING Variable Products Trust) • Incorporated by
      reference to Post-Effective Amendment No. 28 to Registration Statement on
      Form N-4 (File No. 033-75988), as filed on April 10, 2003.

    (8.56)   Rule 22c-2 Agreement dated no later than April 16, 2007 is effective October
      16, 2007 between ING Funds Services, LLC, ING Life Insurance and Annuity
      Company, ING National Trust, ING USA Annuity and Life Insurance
      Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
      Company of New York, Security Life of Denver Insurance Company and
      Systematized Benefits Administrators Inc. • Incorporated by reference to Post-
      Effective Amendment No. 50 to Registration Statement on Form N-4 (File No.
      033-75962), as filed on June 15, 2007.
  (8.57)   Fund Participation Agreement dated March 11, 1997 between Aetna Life
      Insurance and Annuity Company, Oppenheimer Variable Annuity Account
      Funds and OppenheimerFunds, Inc. • Incorporated by reference to Post-
      Effective Amendment No. 27 to Registration Statement on Form N-4 (File No.
      033-34370), as filed on April 16, 1997.
  (8.58)   First Amendment dated December 1, 1999 to Fund Participation Agreement
      between Aetna Life Insurance and Annuity Company, Oppenheimer Variable
      Annuity Account Funds and OppenheimerFunds, Inc. dated March 11, 1997 •
      Incorporated by reference to Post-Effective Amendment No. 19 to Registration
      Statement on Form N-4 (File No. 333-01107), as filed on February 16, 2000.
  (8.59)   Second Amendment dated May 1, 2004 to Fund Participation Agreement
      between ING Life Insurance and Annuity Company, OppenheimerFunds, Inc.
      and Oppenheimer Variable Annuity Account Funds dated March 11, 1997 and
      amended December 1, 1999 • Incorporated by reference to Post-Effective
      Amendment No. 39 to Registration Statement on Form N-4 (File No. 033-
      75988), as filed on April 10, 2007.
  (8.60)   Third Amendment dated August 15, 2007 to Fund Participation Agreement
      between ING Life Insurance and Annuity Company, OppenheimerFunds, Inc.
      and Oppenheimer Variable Annuity Account Funds dated March 11, 1997, and
      amended on December 1, 1999 and May 1, 2004 • Incorporated by reference to
      Post-Effective Amendment No. 46 to Registration Statement on Form N-4 (File
      No. 333-01107), as filed on February 15, 2008.
  (8.61)   Service Agreement effective as of March 11, 1997 between
      OppenheimerFunds, Inc. and Aetna Life Insurance and Annuity Company •
      Incorporated by reference to Post-Effective Amendment No. 27 to Registration
      Statement on Form N-4 (File No. 033-34370), as filed on April 16, 1997.
  (8.62)   Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of
      October 16, 2007 between Oppenheimer Funds Services, ING Life Insurance
      and Annuity Company, ING National Trust, ING USA Annuity and Life
      Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life
      Insurance Company of New York, Security Life of Denver Insurance Company
      and Systematized Benefits Administrators Inc. • Incorporated by reference to
      Pre-Effective Amendment No. 50 to Registration Statement on Form N-4 (File
      No. 033-75962), as filed on June 15, 2007.

    (8.63)   Participation Agreement dated as of May 1, 2004 among ING Life Insurance
      and Annuity Company, ReliaStar Life Insurance Company, PIMCO Variable
      Insurance Trust and PA Distributors LLC • Incorporated by reference to Post-
      Effective Amendment No. 38 to Registration Statement on Form N-4 (File No.
      333-01107), as filed on February 11, 2005.
  (8.64)   First Amendment dated August 15, 2007 to Participation Agreement by and
      between ING Life Insurance and Annuity Company, ReliaStar Life Insurance
      Company, PIMCO Variable Insurance Trust and Allianz Global Investors
      Distributors LLC dated as of May 1, 2004 • Incorporated by reference to Post-
      Effective Amendment No. 51 to Registration Statement on Form N-4 (File No.
      333-01107), as filed on May 23, 2008.
  (8.65)   Services Agreement dated as of May 1, 2004 between PIMCO Variable
      Insurance Trust (the “Trust”), ING Life Insurance and Annuity Company and
      ReliaStar Life Insurance Company • Incorporated by reference to Post-
      Effective Amendment No. 38 to Registration Statement on Form N-4 (File No.
      333-01107), as filed on February 11, 2005.
  (8.66)   First Amendment dated August 15, 2007 to Services Agreement between
      PIMCO Variable Insurance Trust, ING Life Insurance and Annuity Company
      and ReliaStar Life Insurance Company dated as of May 1, 2004 • Incorporated
      by reference to Post-Effective Amendment No. 51 to Registration Statement on
      Form N-4 (File No. 333-01107), as filed on May 23, 2008.
  (8.67)   Services Agreement effective as of May 1, 2004 between Pacific Investment
      Management Company LLC (“PIMCO”), ING Life Insurance and Annuity
      Company and ReliaStar Life Insurance Company • Incorporated by reference to
      Post-Effective Amendment No. 38 to Registration Statement on Form N-4 (File
      No. 333-01107), as filed on February 11, 2005.
  (8.68)   First Amendment dated August 15, 2007 to Services Agreement between
      Pacific Investment Management Company LLC (“PIMCO”), ING Life
      Insurance and Annuity Company, ReliaStar Life Insurance Company and
      Allianz Global Investors Distributors LLC effective as of May 1, 2004 •
      Incorporated by reference to Post-Effective Amendment No. 51 to Registration
      Statement on Form N-4 (File No. 333-01107), as filed on May 23, 2008.
  (8.69)   Rule 22c-2 Agreement dated no later than April 16, 2007, is effective as of the
      16th day of October, 2007 between Allianz Global Investors Distributors LLC,
      ING Life Insurance and Annuity Company, ING National Trust, ING USA
      Annuity and Life Insurance Company, ReliaStar Life Insurance Company,
      ReliaStar Life Insurance Company of New York, Security Life of Denver
      Insurance Company and Systematized Benefits Administrators Inc. •
      Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
      Statement on Form N-4 (File No. 333-139695), as filed on July 6, 2007.

    (8.70)   Participation Agreement made and entered into as of July 1, 2001 by and
      among Pioneer Variable Contracts Trust, Aetna Life Insurance and Annuity
      Company, Pioneer Investment Management, Inc. and Pioneer Funds
      Distributor, Inc. • Incorporated by reference to Post-Effective Amendment No.
      27 to Registration Statement on Form N-4 (File No. 333-01107), as filed on
      October 26, 2001.
  (8.71)   Amendment No. 1 is made and entered into as of May 1, 2004 to Participation
      Agreement between Pioneer Variable Contracts Trust and ING Life Insurance
      and Annuity Company f/k/a Aetna Life Insurance and Annuity Company,
      Pioneer Investment Management, Inc. and Pioneer Funds Distributor, Inc. dated
      July 1, 2001 • Incorporated by reference to Post-Effective Amendment No. 40
      to Registration Statement on Form N-4 (File No. 033- 75962), as filed on April
      13, 2005.
  (8.72)   Amendment No. 2 is made and entered into as of August 15, 2007 to
      Participation Agreement between Pioneer Variable Contracts Trust, ING Life
      Insurance and Annuity Company, ReliaStar Life Insurance Company, ReliaStar
      Life Insurance Company of New York, Pioneer Investment Management, Inc.
      and Pioneer Funds Distributor, Inc. made and entered into as of July 1, 2001
      and as amended on May 1, 2004 • Incorporated by reference to Post-Effective
      Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-
      139695), as filed on December 21, 2007.
  (8.73)   Rule 22c-2 Agreement dated March 1, 2007 and is effective as of October 16,
      2007 between Pioneer Investment Management Shareholder Services, Inc., ING
      Life Insurance and Annuity Company, ING National Trust, ING USA Annuity
      and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar
      Life Insurance Company of New York, Security Life of Denver Insurance
      Company and Systematized Benefits Administrators Inc. • Incorporated by
      reference to Post-Effective Amendment No. 50 to Registration Statement on
      Form N-4 (File No. 033-75962), as filed on June 15, 2007.
  (9)   Opinion and Consent of Counsel
  (10)   Consent of Independent Registered Public Accounting Firm
  (11)   Not applicable
  (12)   Not applicable
  (13)   Powers of Attorney

Item 25. Directors and Officers of the Depositor*

Name and Principal   Positions and Offices with
Business Address   Depositor

Valerie G. Brown1 		  President

Thomas J. McInerney2 		  Director and Chairman

Catherine H. Smith2 		  Director and Senior Vice President

David A. Wheat3 		  Director, Executive Vice President and Chief
    Financial Officer

Bridget M. Healy4 		  Director

Robert G. Leary4 		  Director

Steven T. Pierson3 		  Senior Vice President and Chief Accounting Officer

J. Randolph Dobo5 		  President, ING Institutional Markets

Daniel P. Mulheran6 		  Senior Vice President

Michel G. Perreault1 		  Senior Vice President and Appointed Actuary

Stephen J. Preston1 		  Senior Vice President

Boyd G. Combs3 		  Senior Vice President, Tax

David S. Pendergrass3 		  Senior Vice President and Treasurer

Catherine Banks1 		  Vice President, Compliance

Bradley E. Barks3 		  Vice President

Jeoffrey A. Block7 		  Vice President

Mary A. Broesch1 		  Vice President and Actuary

Robert P. Browne3 		  Vice President, Investments

Kevin L. Christensen7 		  Vice President

A. Bayard Closser 		  Vice President
Cincinnati, OH 45243    

Monte J. Combe5 		  Vice President

Name and Principal   Positions and Offices with
Business Address   Depositor

Patricia M. Corbett7 		  Vice President

Kimberly Curley5 		  Vice President and Actuary

Karen Czizik5 		  Vice President

Joseph Elmy3 		  Vice President, Tax

Shari A. Enger1 		  Vice President

Ronald E. Falkner2 		  Vice President, Corporate Real Estate

John P. Foley1 		  Vice President, Investments

Julie A. Foster7 		  Vice President

Saskia M. Goedhart1 		  Vice President

Deborah T. Hall1 		  Vice President, Compliance

Steven J. Haun7 		  Vice President

June P. Howard3 		  Vice President

Irene R. Jensen1 		  Vice President

James B. Kauffmann3 		  Vice President

Kenneth E. Lacy3 		  Vice President

Richard K. Lau1 		  Vice President and Actuary

Frederick C. Litow3 		  Vice President

William L. Lowe2 		  Vice President

Alan S. Lurty1 		  Vice President

Thomas A. Lutter1 		  Vice President

Christopher P. Lyons3 		  Vice President, Investments

Gilbert E. Mathis3 		  Vice President, Investments

Gregory R. Michaud3 		  Vice President, Investments

Paul L. Mistretta3 		  Vice President

Name and Principal   Positions and Offices with
Business Address   Depositor

Maurice M. Moore3 		  Vice President, Investments

Michael J. Murphy1 		  Vice President

Todd E. Nevenhoven7 		  Vice President

Laurie J. Rasanen 		  Vice President
2000 21st Avenue    
Minot, ND 58703    

Srinivas D. Reddy2 		  Vice President

Kevin J. Reimer3 		  Vice President

Linda E. Senker1 		  Vice President and Chief Compliance Officer

Spencer T. Shell3 		  Vice President, Assistant Treasurer and Assistant
    Secretary

Eric J. Steelman1 		  Vice President

Sandra L. Stokley7 		  Vice President

Alice Su1 		  Vice President and Actuary

Chad Tope7 		  Vice President

Mary A. Tuttle5 		  Vice President

William J. Wagner5 		  Vice President

Kurt W. Wassenar3 		  Vice President, Investments

Christopher R. Welp7 		  Vice President

Michellen A. Wildin5 		  Vice President

Kristi L. Wohlwend7 		  Vice President, Compliance

Joy M. Benner6 		  Secretary

Edward Attarian1 		  Assistant Secretary

Eric G. Banta5 		  Assistant Secretary

Jane A. Boyle2 		  Assistant Secretary

Name and Principal   Positions and Offices with
Business Address   Depositor

Diana R. Cavender6 		  Assistant Secretary

Linda H. Freitag3 		  Assistant Secretary

Daniel F. Hinkel3 		  Assistant Secretary

Joseph D. Horan3 		  Assistant Secretary

Megan A. Huddleston2 		  Assistant Secretary

Rita J. Kummer3 		  Assistant Secretary

Terri W. Maxwell3 		  Assistant Secretary

James M. May, III3 		  Assistant Secretary

Tina M. Nelson6 		  Assistant Secretary

John R. Oberg6 		  Assistant Secretary

Melissa A. O’Donnell6 		  Assistant Secretary

Randall K. Price6 		  Assistant Secretary

John F. Todd2 		  Assistant Secretary

Susan M. Vega6 		  Assistant Secretary

Glenn A. Black3 		  Tax Officer

Terry L. Owens3 		  Tax Officer

James H. Taylor3 		  Tax Officer

* 		  These individuals may also be directors and/or officers of other affiliates of the Company.

1     

The principal business address of these officers is 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

2     

The principal business address of these directors and these officers is One Orange Way,
Windsor, Connecticut 06095-4774.

3     

The principal business address of these directors and these officers is 5780 Powers Ferry
Road, N.W., Atlanta, Georgia 30327.

4     

The principal business address of these directors and this officer is 230 Park Avenue, 13th
Floor, New York, New York 10169.

5     

The principal business address of these officers is 1290 Broadway, 15th Floor, Denver,
Colorado 80203.

6     

The principal business address of these officers is 20 Washington Avenue South,
Minneapolis, Minnesota 55401.

7     

The principal business address of these officers is 909 Locust Street, Des Moines, Iowa
50309.

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant

Incorporated herein by reference to Item 28 in Post Effective Amendment No. 26 to Registration
Statement on Form N-6 for Select*Life Variable Account of ReliaStar Life Insurance Company
as filed with the Securities and Exchange Commission on April 7, 2009 (File Nos. 033-57244,
811-04208).

Item 27. Number of Contract Owners

As of February 27, 2009, there were 333,160 qualified contract owners and 205,965 non-
qualified contract owners in ING USA’s Separate Account B.

Item 28. Indemnification

ING USA shall indemnify (including therein the prepayment of expenses) any person who is or
was a director, officer or employee, or who is or was serving at the request of ING USA as a
director, officer or employee of another corporation, partnership, joint venture, trust or other
enterprise for expenses (including attorney’s fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him with respect to any threatened, pending or
completed action, suit or proceedings against him by reason of the fact that he is or was such a
director, officer or employee to the extent and in the manner permitted by law.

ING USA may also, to the extent permitted by law, indemnify any other person who is or was
serving ING USA in any capacity. The Board of Directors shall have the power and authority to
determine who may be indemnified under this paragraph and to what extent (not to exceed the
extent provided in the above paragraph) any such person may be indemnified.

ING USA or its parents may purchase and maintain insurance on behalf of any such person or
persons to be indemnified under the provision in the above paragraphs, against any such liability
to the extent permitted by law.

A corporation may procure indemnification insurance on behalf of an individual who is or was a
director of the corporation. Consistent with the laws of the State of Connecticut, ING America
Insurance Holdings, Inc. maintains a Professional Liability and fidelity bond insurance policy
issued by an international insurer. The policy covers ING America Insurance Holdings, Inc. and
any company in which ING America Insurance Holdings, Inc. has a controlling financial interest
of 50% or more. These policies include the principal underwriter, as well as the depositor.
Additionally, the parent company of ING America Insurance Holdings, Inc., ING Groep N.V.,
maintains excess umbrella coverage with limits in excess of €125,000,000. The policies provide
for the following types of coverage: errors and omissions/professional liability, directors and
officers, employment practices, fiduciary and fidelity.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended,
may be permitted to directors, officers and controlling persons of the Registrant, as provided
above or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification by the Depositor is against public policy, as expressed in the Securities Act of
1933, and therefore may be unenforceable. In the event that a claim of such indemnification
(except insofar as it provides for the payment by the Depositor of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action, suit or proceeding)
is asserted against the Depositor by such director, officer or controlling person and the SEC is
still of the same opinion, the Depositor or Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by the Depositor is against public policy as expressed
by the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Item 29. Principal Underwriter

    (a)     

At present, Directed Services LLC, the Registrant’s Distributor, serves as principal
underwriter for all contracts issued by ING USA Annuity and Life Insurance
Company (“ING USA”). Directed Services LLC is the principal underwriter for
Separate Account A, Separate Account B, Separate Account EQ (formerly Equitable
Life Insurance Company of Iowa Separate Account A), ReliaStar Life Insurance
Company of New York Separate Account NY-B, Alger Separate Account A of ING
USA and the ING Investors Trust.

 
    (b)     

The following information is furnished with respect to the officers and directors of
Directed Services LLC, the Registrant’s Distributor. The principal business address for
each officer and director following is 1475 Dunwoody Drive, West Chester, PA 19380-
1478, unless otherwise noted.

 

 

Name and Principal Business Address   Positions and Offices with Underwriter
 
Ann Hughes   President
Frisco, TX 75035    

Valerie G. Brown 		  Director

William L. Lowe 		  Director
One Orange Way    
Windsor, Ct 06095-4774    

Shaun P. Mathews 		  Executive Vice President and Director
10 State House Square    
Hartford, CT 06103    

Kimberly Anderson 		  Senior Vice President
7337 E. Doubletree Ranch Road    
Scottsdale, AZ 85258    

Ernest J. C’Debaca   Senior Vice President and Investment Advisor
7337 E. Doubletree Ranch Road   Chief Compliance Officer
Scottsdale, AZ 85258    

Michael J. Roland 		  Senior Vice President
7337 E. Doubletree Ranch Road    
Scottsdale, AZ 85258    

Stanley D. Vyner 		  Senior Vice President
230 Park Ave., 13th Floor    
New York, NY 10169    

Richard E. G. Gelfand 		  Chief Financial Officer

Beth G. Shanker 		  Broker Dealer Chief Compliance Officer
1290 Broadway    
Denver, CO 80203    

Julius A. Drelick, III 		  Vice President
7337 E. Doubletree Ranch Road    
Scottsdale, AZ 85258    

William A. Evans 		  Vice President
10 State House Square    
Hartford, CT 06103    

Todd R. Modic 		  Vice President
7337 E. Doubletree Ranch Road    
Scottsdale, AZ 85258    

David S. Pendergrass 		  Vice President and Treasurer
5780 Powers Ferry Road, N.W.    
Atlanta, GA 30327-4390    

Spencer T. Shell 		  Vice President and Assistant Treasurer
5780 Powers Ferry Road, N.W.    
Atlanta, GA 30327-4390    

Bruce Kuennen 		  Attorney-in-Fact

Joy M. Benner 		  Secretary
20 Washington Avenue South    
Minneapolis, MN 55401    

Randall K. Price 		  Assistant Secretary
20 Washington Avenue South    
Minneapolis, MN 55401    

Susan M. Vega               Assistant Secretary
20 Washington Avenue South  
Minneapolis, MN 55401  

G. Stephen Wastek		               Assistant Secretary
7337 E. Doubletree Ranch Road  
Scottsdale, AZ 85258  
 
(c)   Compensation to Principal Underwriter:        
 
(1)       (2)   (3)   (4)   (5)
 
  2008 Net            
Name of   Underwriting            
Principal   Discounts and   Compensation   Brokerage    
Underwriter   Commissions   on Redemption   Commissions   Compensation
 
Directed   $603,785,462   $0   $0   $0
Services LLC                

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940
Act and the rules under it relating to the securities described in and issued under this Registration
Statement are maintained by the Depositor and located at 909 Locust Street, Des Moines, Iowa
50309, 1475 Dunwoody Drive, West Chester, Pennsylvania 19380, 5780 Powers Ferry Road,
N.W., Atlanta, Georgia 30327-4390, and at One Orange Way, Windsor, Connecticut 06156-
4774.

Item 31. Management Services

None.

Item 32. Undertakings

Registrant hereby undertakes:

      (a)     

to file a post-effective amendment to this registration statement as frequently as it is
necessary to ensure that the audited financial statements in the registration statement
are never more than 16 months old for as long as payments under the variable annuity
contracts may be accepted;

 
      (b)     

to include either (1) as part of any application to purchase a contract offered by the
prospectus, a space that an applicant can check to request a Statement of Additional
Information, or (2) a post card or similar written communication affixed to or included
in the prospectus that the applicant can remove to send for a Statement of Additional
Information; and

 
      (c)     

to deliver any Statement of Additional Information and any financial statements
required to be made available under this form N-4 promptly upon written or oral
request.

The Company hereby represents:

      1.     

The account meets the definition of a “separate account” under federal securities laws.

 
      2.     

That the fees and charges deducted under the Contract described in the Prospectus, in
the aggregate, are reasonable in relation to the services rendered, the expenses to be
incurred and the risks assumed by the Company.

 
SIGNATURES     
 
As required by the Securities Act of 1933 and the Investment Company Act of 1940, the
Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness
of this Post-Effective Amendment to its Registration Statement on Form N-4 (File No. 333-
70600) and has duly caused this Post-Effective Amendment to be signed on its behalf in the
Town of Windsor, State of Connecticut, on the 30th day of April, 2009.
 
SEPARATE ACCOUNT B    
(Registrant)
 
    By:   ING USA ANNUITY AND LIFE INSURANCE
      COMPANY
      (Depositor)
 
      By:  Valerie G. Brown*    
      Valerie G. Brown
    President
      (principal executive officer)
 
As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration
Statement has been signed by the following persons in the capacities and on the date indicated
 
Signature   Title       Date
 
Valerie G. Brown*   President   )    
Valerie G. Brown   (principal executive officer)   )    
      )    
Thomas J. McInerney*   Director and Chairman   )   April
Thomas J. McInerney     )   30, 2009
      )    
Catherine H. Smith*   Director and Senior Vice President   )    
Catherine H. Smith     )    
      )    
Bridget M. Healy*   Director   )    
Bridget M. Healy     )    
      )    
Robert G. Leary*   Director   )    
Robert G. Leary     )    
      )    
David A. Wheat*   Director, Executive Vice President and Chief Financial   )    
David A. Wheat   Officer   )    
      )    
Steven T. Pierson*   Senior Vice President and Chief Accounting Officer   )    
Steven T. Pierson     )    

By:   /s/ Michael A. Pignatella
    Michael A. Pignatella
*Attorney-in-Fact

*Executed by Michael A. Pignatella on behalf of those indicated pursuant to Power of Attorney

    SEPARATE ACCOUNT B    
    EXHIBIT INDEX  
Exhibit No.   Exhibit  

24(b)(4.19) 		  Surrender Charge Endorsement IU-RA-3018 to Contract GA-  
    IA-1102 and Certificate GA-CA-1102 and Master Contract GA-  
    MA-1102   ________

24(b)(4.20) 		  Minimum Guaranteed Income Benefit Rider (IU-RA-3030)   ________

24(b)(4.21)		   Combination Minimum Guaranteed Withdrawal Benefit and  
    Death Benefit Rider (IU-RA-3077)   ________

24(b)(4.22) 		  Combination Minimum Guaranteed Withdrawal Benefit and  
    Death Benefit Rider (IU-RA-3078)   ________

24(b)(4.23) 		  Combination Minimum Guaranteed Withdrawal Benefit and  
    Death Benefit Rider (Life Pay Plus) (IU-RA-4010(DE)(RC))   ________

24(b)(4.24)		   Combination Minimum Guaranteed Withdrawal Benefit and  
    Death Benefit Rider (Life Pay Plus) (IU-RA-4011(DE)(RC))   ________

24(b)(5.2)		   Deferred Variable Annuity Application (GA-CDF-1105(12/08))   ________

24(b)(9)		   Opinion and Consent of Counsel   ________

24(b)(10)		   Consent of Independent Registered Public Accounting Firm   ________

24(b)(13)		   Powers of Attorney   ________