pea26rc485b70600.htm - Generated by SEC Publisher for SEC Filing

485BPOS 1 pea26rc485b70600.htm PEA 26 ROLLOVER CHOICE 485B 333-70600 pea26rc485b70600.htm - Generated by SEC Publisher for SEC Filing


As filed with the Securities and Exchange		Registration No. 333-70600
Commission on April 21, 2010		Registration No. 811-05626
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
POST-EFFECTIVE AMENDMENT NO. [ 26 ]
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 April 30, 2010 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 Choice^SMVariable Annuity Contracts

Supplement dated April 30, 2010 to the Contract Prospectus dated April 30, 2010

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.


1.	Effective after the close of business on August 20, 2010, the following Disappearing Portfolio will reorganize into and become part of the following Surviving Portfolio:


	Disappearing Portfolios	Surviving Portfolios
	ING Opportunistic LargeCap Portfolio	ING Growth and Income Portfolio

	Accordingly, effective after the close of business on August 20, 2010 investments in the Disappearing Portfolio will automatically become investments in the Surviving Portfolio, as follows:


	• All existing account balances invested in the ING Opportunistic LargeCap Portfolio (Class S) will automatically become investments in the ING Growth and Income Portfolio (Class S).


	As a result of the reorganization, effective after the close of business on August 20, 2010 all references to the Disappearing Portfolio in the Contract Prospectus is hereby deleted.


2.	Unless you provide us with alternative allocation instructions, all future allocations directed to the Disappearing Portfolio after the date of the reorganization will be automatically allocated to the Surviving Portfolio. You may give us alternative allocation instructions at any time by contacting our Customer Service Center through:



	Customer Service Center
	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. If you have received a summary prospectus for any of the funds available through your contract, you may obtain a full prospectus and other fund information free of charge by either accessing the internet address, calling the telephone number or sending an email request to the contact information shown on the front of the fund’s summary prospectus.











X.70600-10		April 2010

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 CHOICE^SM
VARIABLE ANNUITY

April 30, 2010

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). As of March
15, 2010, we are no longer offering this contract for sale to new purchasers.

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.

If you received a summary prospectus for any of the funds available through your contract, you may obtain a full
prospectus and other information free of charge by either accessing the internet address, calling the telephone number or
sending an email request to the contact information shown on the front of the fund’s summary prospectus. This
prospectus provides information that you should know before investing and should be kept for future reference. A
Statement of Additional Information (“SAI”) dated April 30, 2010 has been filed with the Securities and Exchange
Commission (“SEC”), as well as a registration statement for the Fixed Account II, also dated April 30, 2010. 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.

PRO.70600-10


The funds available under your contract are*:

Fidelity^®VIP Contrafund^®Portfolio (Service Class 2)		ING Oppenheimer Global Portfolio (S Class)⁽⁶⁾
Fidelity^®VIP Equity-Income Portfolio (Service Class 2)		ING Oppenheimer Global Strategic Income Portfolio
Franklin Small Cap Value Securities Fund (Class 2)		(S Class)⁽³⁾
ING American Century Small-Mid Cap Value Portfolio		ING Opportunistic LargeCap Portfolio (Class S)
	(S Class)	ING PIMCO High Yield Portfolio (Class S)
ING American Funds Bond Portfolio⁽¹⁾		ING PIMCO Total Return Bond Portfolio (Class S)
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 Russell^TMLarge Cap Growth Index Portfolio (Class S)
ING Balanced Portfolio (Class S)		ING Small Company Portfolio (Class S)
ING Baron Small Cap Growth Portfolio (S Class)		ING SmallCap Opportunities Portfolio (Class S)
ING BlackRock Inflation Protected Bond Portfolio (Class S)		ING Solution Income Portfolio (S Class)⁽⁴⁾
ING BlackRock Large Cap Growth Portfolio (Class S)⁽²⁾		ING Solution 2015 Portfolio (S Class)⁽⁴⁾
ING BlackRock Science and Technology Opportunities		ING Solution 2025 Portfolio (S Class)⁽⁴⁾
	Portfolio (Class S)	ING Solution 2035 Portfolio (S Class)⁽⁴⁾
ING Clarion Global Real Estate Portfolio (Class S)		ING Solution 2045 Portfolio (S Class)⁽⁴⁾
ING Davis New York Venture Portfolio (S Class)		ING Strategic Allocation Conservative Portfolio (Class S)⁽⁴⁾
ING DFA Global All Equity Portfolio (Class S)⁽³⁾⁽⁴⁾		ING Strategic Allocation Growth Portfolio (Class S)⁽⁴⁾
ING Franklin Templeton Founding Strategy Portfolio (Class S)		ING Strategic Allocation Moderate Portfolio (Class S)⁽⁴⁾
ING GET U.S. Core Portfolio⁽⁵⁾		ING T. Rowe Price Capital Appreciation Portfolio (Class S)
ING Growth and Income Portfolio (Class S)		ING T. Rowe Price Diversified Mid Cap Growth Portfolio
ING Index Plus LargeCap Portfolio (Class S)		(S Class)
ING Index Plus MidCap Portfolio (Class S)		ING T. Rowe Price Equity Income Portfolio (Class S)
ING Index Plus SmallCap Portfolio (Class S)		ING T. Rowe Price Growth Equity Portfolio (S Class)
ING Intermediate Bond Portfolio (Class S)		ING Templeton Foreign Equity Portfolio (S Class)
ING International Index Portfolio (Class S)		ING Thornburg Value Portfolio (S Class)
ING International Value Portfolio (Class S)		ING UBS U.S. Large Cap Equity Portfolio (S Class)
ING JPMorgan Emerging Markets Equity Portfolio (Class S)		ING U.S. Bond Index Portfolio (Class S)
ING JPMorgan Mid Cap Value Portfolio (S Class)		ING Van Kampen Comstock Portfolio (S Class)
ING Legg Mason ClearBridge Aggressive Growth Portfolio		ING Van Kampen Equity and Income Portfolio (S Class)⁽⁴⁾
	(S Class)⁽³⁾	ING Wells Fargo Omega Growth Portfolio (Class S)⁽³⁾
ING Liquid Assets Portfolio (Class S)		ING WisdomTree^SMGlobal High-Yielding Equity Index
ING Marsico International Opportunities Portfolio (Class S)		Portfolio (Class S)⁽⁷⁾
ING MFS Total Return Portfolio (Class S)		Oppenheimer Main Street Small Cap Fund^®/VA
ING MFS Utilities Portfolio (Class S)		(Service Shares)
ING MidCap Opportunities Portfolio (Class S)		PIMCO VIT Real Return Portfolio (Administrative Class)
		Pioneer Equity Income VCT Portfolio (Class II)

*	The ING Diversified International Fund was closed to new investments on April 26, 2007. The 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)	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.
(3)	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.
(4)	These portfolios are structured as fund of funds that invest directly in shares of underlying funds. See “The Funds” for additional information.
(5)	The ING GET U.S. Core Portfolio is not currently available for investment.
(6)	As of April 29, 2005, Initial Class shares of this fund were closed for further investment.
(7)	WisdomTree^SMis 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.

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.70600-10


TABLE OF CONTENTS




	Page		Page
		Statement of Additional Information
Index of Special Terms	ii	Table of Contents	75

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.70600-10


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	10
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.70600-10 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.



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.)

³We deduct this charge on each contract anniversary and on surrender.


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
	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.70600-10 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
	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%

⁶The 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 Joint LifePay Plus Base is calculated based on premium if this rider is elected at contract issue. The ING Joint 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 Joint 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.70600-10 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):	0.54%	1.51%


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 0.027% 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	$1,667	$2,385	$4,961
2) If you annuitize at the end of the applicable time period:
1 year	3 years	5 years	10 years
$963	$1,667	$2,385	$4,961
3) If you do not surrender your contract:
1 year	3 years	5 years	10 years
$363	$1,667	$2,085	$4,961

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 0.027% 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.70600-10 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
$1,052	$1,957	$2,906	$6,194
2) If you annuitize at the end of the applicable time period:
1 year	3 years	5 years	10 years
$1,052	$1,957	$2,906	$6,194
3) If you do not surrender your contract:
1 year	3 years	5 years	10 years
$452	$1,457	$2,606	$6,194

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 0.027% 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
$1,072	$2,022	$3,023	$6,472
2) If you annuitize at the end of the applicable time period:
1 year	3 years	5 years	10 years
$1,072	$2,022	$3,023	$6,472
3) If you do not surrender your contract:
1 year	3 years	5 years	10 years
$472	$1,522	$2,723	$6,472

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.70600-10 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
(“NYSE”) 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.70600-10 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.

Directed Services LLC, the distributor of the Contracts and the investment manager of ING Investors Trust, is also
a wholly owned indirect subsidiary of ING. ING also indirectly owns 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.

As part of a restructuring plan approved by the European Commission, ING has agreed to separate its banking and
insurance businesses by 2013. ING intends to achieve this separation over the next four years by divestment of its
insurance and investment management operations, including the Company. ING has announced that it will explore
all options for implementing the separation including initial public offerings, sales or a combination thereof.

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); product administrative issues; 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.

PRO.70600-10 6

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 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 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.

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, including state insurance regulators, state securities administrators, the SEC, the Financial
Industry Regulatory Authority (“FINRA”), the Department of Labor and the Internal Revenue Service (“IRS”). For
example, U.S. federal income tax law imposes requirements relating to 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 product
features could affect such beneficial tax treatment. In addition, state and federal securities and insurance laws
impose requirements relating to insurance 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 imposed by a particular governmental or self regulatory authority and unanticipated claims and costs
associated with remedying such failure. Additionally, such failure could harm the Company’s reputation, interrupt
the Company’s operations or adversely impact profitability.

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.70600-10 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” or “Master-Feeder” funds. 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.70600-10 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.70600-10 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.70600-10 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.70600-10 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 0.60%	Annual Charge 0.80%	Annual Charge 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 0.85%	Annual Charge 1.05%	Annual Charge 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.70600-10 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.70600-10 13

Please Note: The above information pertains to the form of ING LifePay Plus rider which was available for sale
from May 1, 2009 until March 15, 2010. If you purchased a prior version of the ING LifePay Plus rider, 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 which was available for
sale from May 1, 2009 until March 15, 2010. If you purchased a prior version of the ING Joint LifePay Plus rider,
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.

Less expensive share classes of the funds offered through this contract may be available for investment outside of
this contract. You should evaluate the expenses associated with the funds available through this contract before
making a decision to invest.

The Company may receive substantial revenue from each of the funds or from 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.70600-10 14

Assets allocated to affiliated fund, meaning funds managed by Directed Services LLC or another Company
affiliate, generate the largest dollar amount of revenue for the Company. Affiliated funds may also be subadvised
by a Company affiliate or by an unaffiliated third party. Assets allocated to unaffiliated funds, meaning funds
managed by an unaffiliated third party, generate lesser, but still substantial dollar amounts of revenue for the
Company. The Company expects to earn 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

The types of revenue 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, 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. The Company receives additional amounts related to
affiliated funds in the form of intercompany payments from the fund’s investment adviser or the investment
adviser’s parent. These intercompany payments provide the Company with a financial incentive to offer affiliated
funds through the contract rather than unaffiliated funds.

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.

The types of 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 that made cash payments to us were individually ranked according to the total amount they paid to the
Company or its affiliates in 2009, 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

If the revenues received from the affiliated funds were taken into account when ranking the funds according to the
total dollar amount they paid to the Company or its affiliates in 2009, the affiliated funds would be first on the list.

PRO.70600-10 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 opportunities 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
also “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.70600-10 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

We are no longer offering the contract for sale to new purchasers.

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.70600-10 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 86^thbirthday. 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.70600-10 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.

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.

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.70600-10 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.70600-10 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.70600-10 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, were 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. No optional living benefit riders are currently available for purchase.

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.70600-10 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. Please note that the MGIB rider was closed for purchase by new contract holders on or
after July 20, 2009. Effective March 15, 2010, the MGIB was closed for purchase by owners of existing contracts,
to the extent this rider was otherwise available for purchase under these contracts.

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 Global 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.70600-10 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. We no longer provide quotes for the minimum income amount
because Compliance had issues with this. Is this something we want to remove from the prospectus? Appendix H
provides examples of minimum income calculations. 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.

PRO.70600-10 24

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.

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.70600-10 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.70600-10 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 10^thcontract anniversary after the rider date.

For example, if a 65 year-old contract owner is in the 6^thyear 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 10^thcontract 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.70600-10 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 which was available for sale beginning from
May 1, 2009 through March 15, 2010. If you purchased a prior version of the ING LifePay Plus rider, please see
Appendix K. If you purchased the ING 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.

The ING LifePay Plus rider is no longer available for purchase, including purchase by owners of existing contracts.
Previously, contracts issued on and after January 1, 2007 were 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.70600-10 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.70600-10 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 4% 5%	Annuitant’s Age 59½ – 64 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.70600-10 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 95^thbirthday. Alternatively,
you may wish to extend the Terminal Date to the contract anniversary following the annuitant’s 115^thbirthday 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.70600-10 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.70600-10 32

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.

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.

PRO.70600-10 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.70600-10 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.70600-10 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. Some versions of the ING
Joint LifePay Plus rider were not available in New Jersey or Oregon. 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 which was available for sale from
May 1, 2009 through March 15, 2010. If you purchased a previous version of the ING Joint LifePay Plus rider,
please see Appendix K. If you purchased the 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.

The ING Joint LifePay Plus rider is no longer available for purchase, including purchase by owners of existing
contracts. Previously, contracts issued on or after August 20, 2007 were 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.70600-10 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.70600-10 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.70600-10 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 95^thbirthday.
Alternatively, you may wish to extend the Terminal Date to the contract anniversary following the youngest Active
Spouse’s 115^thbirthday 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.70600-10 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.

PRO.70600-10 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.

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.

PRO.70600-10 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.70600-10 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.

RO.70600-10 43

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.70600-10 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 28^thday 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.70600-10 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 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 28^thday 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.70600-10 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 NYSE 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.70600-10 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.70600-10 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.70600-10 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.70600-10 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 earn 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.70600-10 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: (1)the Standard Death Benefit; and (2)the contract value.	The greatest of: (1) the Standard Death Benefit; and (2) the contract value; and (3) the Annual Ratchet death benefit.	The greatest of: (1) the Standard Death Benefit; and (2) the contract value; and (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 Global 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.70600-10 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.70600-10 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.70600-10 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.70600-10 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.70600-10 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 90^th
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 90^thbirthday 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.70600-10 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.70600-10 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.70600-10 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 NYSE is closed; (2) when trading on the NYSE 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
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.70600-10 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:


•	Directed Services LLC	•	ING Funds Distributor, LLC
•	ING America Equities, Inc.	•	ING Investment Advisors, LLC
•	ING Financial Advisers, LLC	•	ING Investment Management Services LLC
•	ING Financial Markets LLC	•	ShareBuilder Securities Corporation
•	ING Financial Partners, Inc.	•	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.70600-10 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 2009, 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.	Morgan Stanley Smith Barney LLC	14.	National Planning Corporation
2.	LPL Financial Corporation	15.	Wells Fargo Advisors, LLC (Bank Channel)
3.	Merrill Lynch, Pierce, Fenner & Smith, Inc.	16.	Woodbury Financial Services Inc.
4.	ING Financial Partners Inc.	17.	Wells Fargo Investments LLC
5.	ING Financial Partners, Inc. CAREER	18.	Morgan Keegan and Company Inc.
6.	UBS Financial Services Inc.	19.	PrimeVest Financial Services Inc.
7.	ING Financial Advisers, LLC	20.	Wells Fargo SEC, LLC
8.	Wells Fargo Advisors, LLC	21.	Royal Alliance Associates Inc.
9.	Raymond James Financial Services Inc.	22.	Madison Avenue Securities Inc.
10.	Financial Network Investment Corporation	23.	SII Investments Inc.
11.	Chase Investment SVCS Corp	24.	First Allied Securities Inc.
12.	Securities America Inc.	25.	Securian Financial Services Inc.
13.	Multi-Financial Securities Corporation

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.70600-10 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.70600-10 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

The contract described in this prospectus is designed to be treated as an annuity for U.S. federal income tax
purposes. This section discusses our understanding of current federal income tax laws affecting the contract. The
U.S. federal income tax treatment of the contract 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) may influence the 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, including the
contract described in this prospectus;
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
No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to
any of those set forth below.

We do not intend this information to be tax advice. For advice about the effect of federal income tax laws affecting
the contract, state tax laws or any other tax laws affecting the contract or any transactions involving the contract,
consult a qualified tax adviser. No attempt is made to provide more than general information about the use of the
contract with tax-qualified retirement arrangements.

Types of Contracts: Nonqualified or Qualified
The contract described in this prospectus is available for purchase 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 that are intended to qualify as
plans or programs entitled to special favorable income tax treatment under Tax Code Sections 403(b), 408, or
408A.

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.

PRO.70600-10 64

Taxation of Nonqualified Contracts

Premiums.

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

Taxation of Gains Prior to Distribution. Tax Code section 72 governs the general federal income taxation of
annuity contracts. We believe that if the contract owner is a natural person (in other words, an individual), the
contract owner will generally not be taxed on increases in the value of his or her 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. An agreement to assign or pledge any portion of the contract’s account
value generally will be treated as a distribution. In order to be eligible to defer federal income taxation on increases
in the account value, each of the following requirements must be satisfied:

Investor Control. Although earnings under nonqualified contracts generally are 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 such 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, such as the contract described in this prospectus. The Company therefore
reserves the right to modify the contract as necessary to attempt to prevent the contract holder from being
considered the owner of a pro-rata share of the assets of the separate account for federal income tax purposes.

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.

There are currently no regulations interpreting these Tax Code requirements. When such requirements are clarified
by regulation or otherwise, the Company intends to review such distribution provisions and modify them if
necessary to assure that they comply with the applicable requirements.

Non-Natural Holders of a Nonqualified Contract. If the contract owner of a nonqualified contract is not a
natural person, the contract generally is not treated as an annuity for federal income tax purposes and any such
income on such contract during the applicable taxable year is taxable as ordinary income. Income on the contract
during the applicable taxable year is equal to any increase in the account value over the “investment in the contract”
(generally, the premiums or other consideration you paid for such contract less any nontaxable withdrawals) during
such taxable year. There are certain exceptions to this rule, and a non-natural person considering an investment in
the contract should consult with a qualified tax adviser prior to purchasing the contract. If the contract owner is not
a natural person and the primary annuitant dies, the same rules apply on the death of the primary annuitant as
outlined above for the death of a contract owner. When the contract owner is a non-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, or will have reached, an advanced age (for example, age 85), it is
possible that such contract could be treated as an annuity for federal income tax purposes. In that event, the income
and gains under such contract could be currently includible in your taxable income.

Diversification. Tax Code section 817(h) requires that the investments of the funds available through a separate
account that supports a variable annuity contract be “adequately diversified” in order for the nonqualified contract
to qualify as an annuity contract under federal tax law. The separate account, through its 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, and any ruling made thereunder, which affect 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. We reserve the right
to modify your contract as necessary in order to do so.

PRO.70600-10 65

Taxation of Distributions

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

In the case of a full withdrawal from a nonqualified contract, the amount received generally will be taxable only to
the extent it exceeds the contract owner’s investment in such contract (for example, the cost basis).

10% Penalty. A 10% federal tax penalty 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 qualified 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 an instance the “investment in the contract” in
the old contract will carry over to the new contract. You should consult with a qualified tax adviser regarding
procedures for making 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, any distributions from the contract, 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 tax-free treatment of 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% penalty tax. A taxable exchange may be avoided if
requirements identified as a qualifying event (such as death, disability or attainment of age 59½) are satisfied. We
are not responsible for the manner in which any other insurance companies administer, recognize or report, for
federal income tax-reporting purposes, Section 1035 exchanges and partial exchanges and what the ultimate tax
treatment may be by the IRS. We strongly advise you to discuss with a qualified tax adviser any proposed 1035
exchange or subsequent distribution within 12 months prior to proceeding with the transaction.

PRO.70600-10 66

Taxation of Income Phase Payments. Although the federal tax consequences may vary depending upon the
payment option elected under an annuity contract, a portion of each income phase payment is generally not taxed as
ordinary income, while 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
annuity contract ratably on a tax-free basis over the expected stream of income phase payments when income phase
payments begin. 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 federal tax treatment of partial
annuitizations is unclear. We currently treat any partial annuitizations involving the contract as withdrawals rather
than as income phase payments. Please consult a qualified tax adviser before electing a partial annuitization with
respect to the contract.

Death Benefits. Amounts may be distributed from an annuity contract, such as the contract described in this
prospectus, 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
full withdrawal of the contract; or (ii) if distributed under a payment option, such amounts are taxed in the same
way as income phase payments. As discussed above, the Tax Code contains special rules that specify how the
contract owner’s interest in a nonqualified contract will be distributed and taxed in the event of the contract owner’s
death.

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 income tax purposes as a distribution from the contract.

Different distribution requirements apply if your death occurs:

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

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 1,2010, your entire balance
must be distributed by August 31, 2015. However, if distributions begin within one year of your death, then
payments may be made over one of the following two 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.

Assignment 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 a contract 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
designation, transfer, assignment, selection or exchange should contact a qualified 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 of the date of purchase;
and (iii) that provides a series of substantially equal periodic payments made at least annually. This contract is not
designed as an immediate annuity. If the contract were treated as an immediate annuity, it could affect the federal
income treatment of the contract with respect to: (i) the application of certain exceptions from the 10% early
withdrawal penalty tax; ownership, if the contract owner is not a natural person; and (iii) certain exchanges.

PRO.70600-10 67

Multiple Contracts. Federal income 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 intended recipient of the distribution notifies us at or before the time of such distribution that the
recipient elects not to have any amounts withheld. Withholding is mandatory, however, if the intended recipient of
such distribution 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 their residents. Generally, an election out of federal withholding will also be considered an election out of state
withholding. In some states, the contract owner may elect out of state withholding even if federal withholding
applies. For more information concerning a particular state or any required forms, please contact your sales
representative or call our Customer Service Center at the number listed on the front of this prospectus.

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 or the designated beneficiary’s citizenship, country of domicile and treaty status,
and we may require additional documentation prior to processing any requested distribution.

Same-Sex Marriages. Pursuant to Section 3 of the federal Defense of Marriage Act (“DOMA”), same-sex
marriages currently are not recognized for purposes of federal law. Therefore, the favorable income-deferral
options afforded by federal tax law to an opposite-sex spouse under Tax Code sections 72(s) and 401(a)(9) are
currently NOT available to a same-sex spouse. Same-sex spouses who own or are considering the purchase of
annuity products that provide benefits based upon status as a spouse should consult a tax adviser. In some states, to
the extent that an annuity contract accords to spouses other rights or benefits that are not affected by DOMA, same-
sex spouses remain entitled to such rights or benefits to the same extent as any contract holder’s spouse.

Taxation of Qualified Contracts

General. The tax rules applicable to owners of qualified contracts vary according to the type of qualified contract
and the specific terms and conditions of the qualified contract. Qualified contracts are designed for use with
Tax Code section 403(b) and 457(b) plans and as IRAs under Tax Code sections 408 and 408A (“qualified
contracts”). They may also be issued as nonqualified contracts for use with Tax Code section 401(a) or 401(k)
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 qualified contract, or on income phase payments from a qualified
contract, depends on the type of qualified contract or program and your tax position. 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 or program in order to
continue receiving favorable tax treatment.

Adverse tax consequences may result from: (i) contributions in excess of specified limits; (ii) distributions before
age 59½ (subject to certain exceptions); (iii) distributions that do not conform to specified commencement and
minimum distribution rules; and (iv) other specified circumstances. Some qualified plans are subject to additional
distribution or other requirements that are not incorporated into the contract described in this prospectus. No
attempt is made to provide more than general information about the use of the contract with qualified plans.
Contract owners, participants, 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 plan 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 language of the contract, unless we consent to be so bound.

PRO.70600-10 68

Generally, contract owners, participants 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 qualified 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 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 a qualified 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 were generally effective January 1, 2009. The
final regulations include: (i) a written plan requirement; (ii) the ability to terminate a 403(b) plan, which would
entitle a participant to a distribution; (iii) 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 (iv) new distribution rules for
403(b)(1) annuities that impose withdrawal restrictions on non-salary reduction contribution amounts in addition to
salary reduction contribution amounts, as well as other changes.

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 can begin. Contributions to IRAs must be made in cash or as a rollover or a transfer
from another eligible plan. 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. Employers may establish Simplified
Employee Pension (“SEP”) or Savings Incentive Match Plan for Employees (“SIMPLE”) plans to provide IRA
contributions on behalf of their employees. 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 one-year period. Sales of the contract for use with IRAs
may be subject to special requirements imposed by 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. You should consult with a qualified tax adviser in connection with purchasing the
contract as an IRA.

Roth IRAs. Section 408A of the Tax Code permits certain eligible individuals to contribute to a Roth IRA.
Contributions to a Roth IRA are not deductible, are subject to certain limitations 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 SIMPLE 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 one-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. You should
consult with a qualified tax adviser in connection with purchasing the contract as a Roth IRA.

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.

PRO.70600-10 69

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. We provide general information on these
requirements for certain plans below. You should consult with a qualified 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.

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, 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).

PRO.70600-10 70

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, generally 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.

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.

Lifetime Required Minimum Distributions are not applicable to Roth IRAs during your lifetime. 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.

PRO.70600-10 71

If your death occurs on or after the date 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 the date 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, 2010, your entire balance must be distributed to the
designated beneficiary by December 31, 2015. 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.

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, 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 QDRO 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 these contracts
except in limited circumstances. Adverse tax consequences may result if you assign or transfer your interest in
such 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.

PRO.70600-10 72

Same-Sex Marriages. Pursuant to Section 3 of the federal Defense of Marriage Act (“DOMA”), same-sex
marriages currently are not recognized for purposes of federal law. Therefore, the favorable income-deferral
options afforded by federal tax law to an opposite-sex spouse under Tax Code sections 72(s) and 401(a)(9) are
currently NOT available to a same-sex spouse. Same-sex spouses who own or are considering the purchase of
annuity products that provide benefits based upon status as a spouse should consult a tax adviser. In some states, to
the extent that an annuity contract accords to spouses other rights or benefits that are not affected by DOMA, same-
sex spouses remain entitled to such rights or benefits to the same extent as any contract holder’s spouse.

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.

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 premium payments
and the contract value. It is possible that the IRS could characterize such a death benefit as other than 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
holders, and could affect the amount of required minimum distributions. Additionally, because certain charges may
be imposed with respect to some of the available death benefits it is possible these 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 changes in tax legislation, regulation, rulings and other interpretation thereof 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 qualified tax adviser with respect to legislative developments and their effect on the contract.

PRO.70600-10 73

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 thereof 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.70600-10 74

STATEMENT OF ADDITIONAL INFORMATION

Table of Contents

Introduction

Description of ING USA Annuity and Life Insurance Company

Separate Account B

Safekeeping of Assets

Experts

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.

qTHE MOST RECENT ANNUAL AND/OR QUARTERLY REPORT OF ING USA

ANNUITY AND LIFE INSURANCE COMPANY.

Please Print or Type:

______________________________________________

Name

______________________________________________

Social Security Number

______________________________________________

Street Address

______________________________________________

City, State, Zip

04/30/2010

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

PRO.70600-10 75

APPENDIX A
CONDENSED FINANCIAL INFORMATION

Except for subaccounts which did not commence operations as of December 31, 2009, 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. For those subaccounts that commenced operations during the
period ended December 31, 2009, the "Value at beginning of period" shown is the value at first date of investment. Fund name changes after December 31, 2009
are not reflected in this information.


Separate Account Annual Charges of 0.75%

	2009	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	$10.77	$18.94	$16.27	$14.71	$12.70	$11.11	$8.73	$9.74
Value at end of period	$14.48	$10.77	$18.94	$16.27	$14.71	$12.70	$11.11	$8.73
Number of accumulation units outstanding at end of period	588,421	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	$8.02	$14.13	$14.06	$11.81	$11.27	$10.21	$7.91	$9.62
Value at end of period	$10.34	$8.02	$14.13	$14.06	$11.81	$11.27	$10.21	$7.91
Number of accumulation units outstanding at end of period	237,955	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	$11.69	$17.58	$18.15	$15.63	$14.48	$11.79	$8.99	$9.98
Value at end of period	$14.98	$11.69	$17.58	$18.15	$15.63	$14.48	$11.79	$8.99
Number of accumulation units outstanding at end of period	57,030	65,436	87,893	115,207	65,724	19,788	11,105	1,802
ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$11.32	$15.53	$16.11	$14.06	$13.14	$10.91	$8.11	$10.00
Value at end of period	$15.24	$11.32	$15.53	$16.11	$14.06	$13.14	$10.91	$8.11
Number of accumulation units outstanding at end of period	6,584	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	$8.90	$9.93
Value at end of period	$9.91	$8.90
Number of accumulation units outstanding at end of period	126,736	104,979
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$7.33	$11.95	$11.52	$10.13	$9.76
Value at end of period	$9.50	$7.33	$11.95	$11.52	$10.13
Number of accumulation units outstanding at end of period	151,580	152,202	121,485	149,129	17,020
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$7.07	$12.79	$11.53	$10.60	$9.95
Value at end of period	$9.74	$7.07	$12.79	$11.53	$10.60
Number of accumulation units outstanding at end of period	271,617	281,821	219,886	260,069	16,580
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$8.75	$15.33	$12.94	$11.01	$10.14
Value at end of period	$12.37	$8.75	$15.33	$12.94	$11.01
Number of accumulation units outstanding at end of period	266,550	323,097	271,710	214,094	64,347

CFI 1


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING BALANCED PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$10.25	$14.41	$13.78	$12.67	$12.27	$11.34	$10.00
Value at end of period	$12.11	$10.25	$14.41	$13.78	$12.67	$12.27	$11.34
Number of accumulation units outstanding at end of period	52,052	54,572	71,174	112,784	103,794	104,648	71,914
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$10.97	$18.82	$17.87	$15.62	$14.66	$11.54	$8.72	$10.00
Value at end of period	$14.72	$10.97	$18.82	$17.87	$15.62	$14.66	$11.54	$8.72
Number of accumulation units outstanding at end of period	69,799	79,256	109,066	136,753	86,471	38,600	53,076	0
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.08
Value at end of period	$10.64
Number of accumulation units outstanding at end of period	14,951
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during December 2006)
Value at beginning of period	$6.65	$11.00	$10.38	$10.49
Value at end of period	$8.60	$6.65	$11.00	$10.38
Number of accumulation units outstanding at end of period	6,582	7,515	8,339	2,667
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$9.58	$16.09	$13.64	$12.87	$11.70
Value at end of period	$14.51	$9.58	$16.09	$13.64	$12.87
Number of accumulation units outstanding at end of period	15,671	7,915	10,631	11,674	3,984
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$5.72	$9.90
Value at end of period	$7.57	$5.72
Number of accumulation units outstanding at end of period	142,598	160,122
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$8.09	$13.41	$12.98	$11.48	$11.14	$10.35	$7.41	$9.99
Value at end of period	$10.57	$8.09	$13.41	$12.98	$11.48	$11.14	$10.35	$7.41
Number of accumulation units outstanding at end of period	18,048	24,864	22,458	32,878	30,426	40,561	44,075	1,232
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$9.47	$13.17	$11.89	$11.34	$11.05
Value at end of period	$13.39	$9.47	$13.17	$11.89	$11.34
Number of accumulation units outstanding at end of period	6,599	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	$6.42
Value at end of period	$7.77	$6.42
Number of accumulation units outstanding at end of period	2,923	1,522

CFI 2


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.81	$10.42
Value at end of period	$8.81	$6.81
Number of accumulation units outstanding at end of period	43,368	39,491
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$10.33	$16.75	$15.75	$13.95	$13.02	$12.14	$10.00
Value at end of period	$13.34	$10.33	$16.75	$15.75	$13.95	$13.02	$12.14
Number of accumulation units outstanding at end of period	255,790	251,002	145,542	150,140	110,132	93,560	124,019
ING INDEX PLUS LARGECAP PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$7.64	$12.29	$11.82	$10.42	$9.99	$9.13	$7.31	$9.41
Value at end of period	$9.32	$7.64	$12.29	$11.82	$10.42	$9.99	$9.13	$7.31
Number of accumulation units outstanding at end of period	342,764	441,507	589,242	706,796	699,498	642,836	714,143	71,090
ING INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$10.06	$16.28	$15.58	$14.39	$13.08	$11.32	$8.64	$9.92
Value at end of period	$13.12	$10.06	$16.28	$15.58	$14.39	$13.08	$11.32	$8.64
Number of accumulation units outstanding at end of period	203,064	233,142	296,035	390,173	317,559	264,296	258,278	22,538
ING INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$10.39	$15.79	$17.01	$15.10	$14.17	$11.73	$8.70	$10.12
Value at end of period	$12.84	$10.39	$15.79	$17.01	$15.10	$14.17	$11.73	$8.70
Number of accumulation units outstanding at end of period	98,259	112,142	142,060	190,380	158,913	125,338	128,985	18,192
ING INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$11.69	$12.89	$12.29	$11.93	$11.68	$11.25	$10.00
Value at end of period	$12.91	$11.69	$12.89	$12.29	$11.93	$11.68	$11.25
Number of accumulation units outstanding at end of period	398,903	451,149	423,111	453,380	207,458	102,679	113,933
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.88
Value at end of period	$13.99
Number of accumulation units outstanding at end of period	39,192
ING INTERNATIONAL VALUE PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$11.26	$19.67	$17.53	$13.71	$12.67	$10.91	$8.47	$10.01
Value at end of period	$14.10	$11.26	$19.67	$17.53	$13.71	$12.67	$10.91	$8.47
Number of accumulation units outstanding at end of period	110,733	132,343	164,410	147,019	92,086	51,621	38,096	4,649
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$5.26	$10.39
Value at end of period	$8.95	$5.26
Number of accumulation units outstanding at end of period	84,690	43,852
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$11.95	$17.98	$17.70	$15.31	$14.21	$11.88	$9.20	$10.00
Value at end of period	$14.90	$11.95	$17.98	$17.70	$15.31	$14.21	$11.88	$9.20
Number of accumulation units outstanding at end of period	56,417	65,535	84,163	87,571	50,519	19,960	13,543	0

CFI 3


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$7.67	$12.73	$13.08	$11.98	$11.70
Value at end of period	$10.04	$7.67	$12.73	$13.08	$11.98
Number of accumulation units outstanding at end of period	5,409	4,080	6,628	7,816	4,707
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$19.49	$19.17	$18.40	$17.72	$17.37	$17.34	$17.34	$17.22
Value at end of period	$19.41	$19.49	$19.17	$18.40	$17.72	$17.37	$17.34	$17.34
Number of accumulation units outstanding at end of period	162,062	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	$5.38	$9.01
Value at end of period	$7.35	$5.38
Number of accumulation units outstanding at end of period	17,172	14,482
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$23.41	$30.38	$29.43	$26.49	$25.94	$23.52	$20.30	$21.55
Value at end of period	$27.40	$23.41	$30.38	$29.43	$26.49	$25.94	$23.52	$20.30
Number of accumulation units outstanding at end of period	57,661	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	$6.59	$10.72
Value at end of period	$8.69	$6.59
Number of accumulation units outstanding at end of period	24,148	30,849
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$9.73	$15.75	$12.65	$11.84	$10.83	$9.82	$7.24	$9.85
Value at end of period	$13.63	$9.73	$15.75	$12.65	$11.84	$10.83	$9.82	$7.24
Number of accumulation units outstanding at end of period	54,439	56,383	35,218	38,945	34,310	33,260	28,402	1,700
ING OPPENHEIMER GLOBAL PORTFOLIO - I CLASS
(Funds were first received in this option during April 2005)
Value at beginning of period	$8.85	$14.94	$14.12	$12.06	$10.06
Value at end of period	$12.26	$8.85	$14.94	$14.12	$12.06
Number of accumulation units outstanding at end of period	107,025	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	$10.20	$17.27	$16.36	$14.02	$12.47	$10.92	$8.35	$10.00
Value at end of period	$14.11	$10.20	$17.27	$16.36	$14.02	$12.47	$10.92	$8.35
Number of accumulation units outstanding at end of period	160,556	176,964	200,451	271,980	125,557	11,617	3,128	223
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$9.80	$11.72	$10.87	$10.12	$10.01
Value at end of period	$11.80	$9.80	$11.72	$10.87	$10.12
Number of accumulation units outstanding at end of period	210,339	279,774	256,666	158,225	129,252
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$7.06	$11.08	$10.86	$9.45	$8.92	$8.18	$6.63	$9.05
Value at end of period	$8.04	$7.06	$11.08	$10.86	$9.45	$8.92	$8.18	$6.63
Number of accumulation units outstanding at end of period	18,676	15,540	17,776	36,700	26,676	28,400	29,877	8,767

CFI 4


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING PIMCO HIGH YIELD PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$8.96	$11.65	$11.41	$10.56	$10.20
Value at end of period	$13.28	$8.96	$11.65	$11.41	$10.56
Number of accumulation units outstanding at end of period	112,327	113,336	177,314	195,700	67,117
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$17.10	$16.53	$15.28	$14.76	$14.51	$13.94	$13.41	$12.43
Value at end of period	$19.42	$17.10	$16.53	$15.28	$14.76	$14.51	$13.94	$13.41
Number of accumulation units outstanding at end of period	115,189	60,562	32,054	18,781	19,134	15,494	22,526	11,209
ING PIMCO TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$12.94	$13.06	$12.03	$11.65	$11.50	$11.11	$10.75	$10.00
Value at end of period	$14.46	$12.94	$13.06	$12.03	$11.65	$11.50	$11.11	$10.75
Number of accumulation units outstanding at end of period	153,921	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	$8.63	$13.33	$12.78	$11.03	$10.74
Value at end of period	$10.64	$8.63	$13.33	$12.78	$11.03
Number of accumulation units outstanding at end of period	28,870	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	$8.48	$12.78	$12.20	$10.94	$10.27
Value at end of period	$10.54	$8.48	$12.78	$12.20	$10.94
Number of accumulation units outstanding at end of period	84,778	85,884	103,549	139,643	118,868
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.86
Value at end of period	$12.75
Number of accumulation units outstanding at end of period	86,925
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$5.97	$9.20	$8.44	$7.57	$7.00	$6.42	$4.67	$8.37
Value at end of period	$7.74	$5.97	$9.20	$8.44	$7.57	$7.00	$6.42	$4.67
Number of accumulation units outstanding at end of period	44,210	32,671	27,152	33,355	25,336	16,344	19,261	3,071
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$10.54	$15.44	$14.72	$12.78	$11.70	$10.33	$7.56	$9.95
Value at end of period	$13.31	$10.54	$15.44	$14.72	$12.78	$11.70	$10.33	$7.56
Number of accumulation units outstanding at end of period	42,897	38,103	37,156	43,693	39,462	48,702	52,291	16,504
ING SOLUTION 2015 PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$8.88	$12.23	$11.78	$10.72	$10.51
Value at end of period	$10.78	$8.88	$12.23	$11.78	$10.72
Number of accumulation units outstanding at end of period	52,848	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	$8.34	$12.70	$12.23	$10.94	$10.61
Value at end of period	$10.41	$8.34	$12.70	$12.23	$10.94
Number of accumulation units outstanding at end of period	91,149	76,492	64,247	52,414	4,318

CFI 5


Condensed Financial Information (continued)



	2009	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	$8.22	$13.14	$12.58	$11.10	$10.75
Value at end of period	$10.47	$8.22	$13.14	$12.58	$11.10
Number of accumulation units outstanding at end of period	7,998	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	$8.10	$13.56	$12.92	$12.16
Value at end of period	$10.43	$8.10	$13.56	$12.92
Number of accumulation units outstanding at end of period	8,777	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	$9.52	$11.50	$11.02	$10.39
Value at end of period	$11.07	$9.52	$11.50	$11.02
Number of accumulation units outstanding at end of period	19,233	25,260	52,437	16,951
ING STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$11.42	$15.12	$14.44	$13.45	$13.27
Value at end of period	$13.35	$11.42	$15.12	$14.44	$13.45
Number of accumulation units outstanding at end of period	14,295	23,209	28,152	20,424	3,111
ING STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$11.49	$18.15	$17.46	$15.58	$14.79
Value at end of period	$14.25	$11.49	$18.15	$17.46	$15.58
Number of accumulation units outstanding at end of period	5,210	9,650	10,802	10,153	883
ING STRATEGIC ALLOCATION MODERATE PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$11.46	$16.63	$15.92	$14.48	$14.24
Value at end of period	$13.81	$11.46	$16.63	$15.92	$14.48
Number of accumulation units outstanding at end of period	9,881	14,697	16,838	14,341	351
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.30	$10.17
Value at end of period	$9.66	$7.30
Number of accumulation units outstanding at end of period	274,001	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	$7.84	$13.92	$12.41	$11.48	$10.61	$9.85	$6.86	$9.90
Value at end of period	$11.36	$7.84	$13.92	$12.41	$11.48	$10.61	$9.85	$6.86
Number of accumulation units outstanding at end of period	53,995	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	$8.26	$12.94	$12.65	$10.70	$10.33
Value at end of period	$10.25	$8.26	$12.94	$12.65	$10.70
Number of accumulation units outstanding at end of period	34,506	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	$7.80	$13.62	$12.52	$11.16	$10.62	$9.75	$7.52	$9.91
Value at end of period	$11.03	$7.80	$13.62	$12.52	$11.16	$10.62	$9.75	$7.52
Number of accumulation units outstanding at end of period	91,393	107,501	133,890	153,128	174,765	166,665	173,019	18,694

CFI 6


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.29	$10.21
Value at end of period	$8.24	$6.29
Number of accumulation units outstanding at end of period	55,312	51,256
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$7.15	$11.99	$11.29	$9.76	$9.71	$8.69	$6.85	$9.91
Value at end of period	$10.25	$7.15	$11.99	$11.29	$9.76	$9.71	$8.69	$6.85
Number of accumulation units outstanding at end of period	45,639	35,199	52,491	59,105	22,881	31,110	35,846	10,569
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.25	$10.02
Value at end of period	$10.74	$10.25
Number of accumulation units outstanding at end of period	34,189	13,014
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$7.56	$12.70	$12.68	$11.18	$10.33	$9.08	$7.35	$9.91
Value at end of period	$9.88	$7.56	$12.70	$12.68	$11.18	$10.33	$9.08	$7.35
Number of accumulation units outstanding at end of period	17,623	19,728	29,474	33,090	13,249	9,007	7,245	0
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$8.98	$14.24	$14.68	$12.77	$12.43	$10.73	$8.34	$10.00
Value at end of period	$11.45	$8.98	$14.24	$14.68	$12.77	$12.43	$10.73	$8.34
Number of accumulation units outstanding at end of period	54,755	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	$9.55	$12.56	$12.22	$10.93	$10.06
Value at end of period	$11.63	$9.55	$12.56	$12.22	$10.93
Number of accumulation units outstanding at end of period	169,379	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	$9.68	$12.76	$12.45	$11.16	$10.43	$9.50	$7.54	$9.88
Value at end of period	$11.76	$9.68	$12.76	$12.45	$11.16	$10.43	$9.50	$7.54
Number of accumulation units outstanding at end of period	211,728	273,912	356,547	365,656	132,381	10,731	7,594	297
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$6.12	$9.74
Value at end of period	$7.89	$6.12
Number of accumulation units outstanding at end of period	30,957	39,611
OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA
(Funds were first received in this option during July 2005)
Value at beginning of period	$11.63	$18.90	$19.32	$16.97	$16.32
Value at end of period	$15.80	$11.63	$18.90	$19.32	$16.97
Number of accumulation units outstanding at end of period	28,556	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	$10.18	$11.03	$10.06	$10.05	$10.01
Value at end of period	$11.96	$10.18	$11.03	$10.06	$10.05
Number of accumulation units outstanding at end of period	176,124	179,788	64,973	52,652	18,256

CFI 7


Condensed Financial Information (continued)



	2009	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	$10.12	$14.66	$14.69	$12.12	$11.58	$10.05	$8.28	$9.94
Value at end of period	$11.44	$10.12	$14.66	$14.69	$12.12	$11.58	$10.05	$8.28
Number of accumulation units outstanding at end of period	148,657	216,782	232,135	216,456	134,598	70,739	55,947	15,836


Separate Account Annual Charges of 0.95%

	2009	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	$10.61	$18.69	$16.09	$14.57	$12.61	$11.06	$8.71	$9.73
Value at end of period	$14.24	$10.61	$18.69	$16.09	$14.57	$12.61	$11.06	$8.71
Number of accumulation units outstanding at end of period	135,870	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	$7.90	$13.94	$13.90	$11.70	$11.19	$10.16	$7.89	$9.61
Value at end of period	$10.16	$7.90	$13.94	$13.90	$11.70	$11.19	$10.16	$7.89
Number of accumulation units outstanding at end of period	25,217	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	$11.52	$17.37	$17.96	$15.50	$14.39	$11.74	$8.97	$9.98
Value at end of period	$14.74	$11.52	$17.37	$17.96	$15.50	$14.39	$11.74	$8.97
Number of accumulation units outstanding at end of period	15,862	16,718	19,781	24,704	12,027	10,156	8,955	137
ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$11.17	$15.35	$15.96	$13.96	$13.07	$10.87	$8.10	$10.00
Value at end of period	$15.00	$11.17	$15.35	$15.96	$13.96	$13.07	$10.87	$8.10
Number of accumulation units outstanding at end of period	2,950	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	$8.89	$9.84
Value at end of period	$9.87	$8.89
Number of accumulation units outstanding at end of period	29,743	18,380
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$7.28	$11.89	$11.49	$10.12	$10.09
Value at end of period	$9.41	$7.28	$11.89	$11.49	$10.12
Number of accumulation units outstanding at end of period	35,318	32,162	39,397	63,799	816,775
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$7.03	$12.73	$11.50	$10.59	$10.47
Value at end of period	$9.65	$7.03	$12.73	$11.50	$10.59
Number of accumulation units outstanding at end of period	32,304	29,243	37,003	68,126	954,760
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$8.70	$15.26	$12.90	$11.00	$9.76
Value at end of period	$12.26	$8.70	$15.26	$12.90	$11.00
Number of accumulation units outstanding at end of period	48,418	51,578	46,621	49,871	543,376

CFI 8


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING BALANCED PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$10.14	$14.27	$13.68	$12.60
Value at end of period	$11.94	$10.14	$14.27	$13.68
Number of accumulation units outstanding at end of period	6,873	7,381	6,915	6,892
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$10.83	$18.61	$17.70	$15.51	$14.58	$11.51	$8.70	$10.00
Value at end of period	$14.50	$10.83	$18.61	$17.70	$15.51	$14.58	$11.51	$8.70
Number of accumulation units outstanding at end of period	15,558	15,163	25,122	40,577	92,016	11,022	12,488	0
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$10.75
Value at end of period	$10.62
Number of accumulation units outstanding at end of period	5,961
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during December 2006)
Value at beginning of period	$6.62	$10.98	$10.38	$10.49
Value at end of period	$8.54	$6.62	$10.98	$10.38
Number of accumulation units outstanding at end of period	5,196	5,213	6,933	3,023
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$9.51	$16.01	$13.60	$12.85	$11.98
Value at end of period	$14.37	$9.51	$16.01	$13.60	$12.85
Number of accumulation units outstanding at end of period	4,788	4,010	4,787	3,893	519
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$5.71	$8.31
Value at end of period	$7.54	$5.71
Number of accumulation units outstanding at end of period	16,547	21,518
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$7.98	$13.25	$12.85	$11.39	$11.07	$10.31	$7.40	$9.99
Value at end of period	$10.40	$7.98	$13.25	$12.85	$11.39	$11.07	$10.31	$7.40
Number of accumulation units outstanding at end of period	6,061	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	$9.40	$13.10	$11.85	$11.33
Value at end of period	$13.26	$9.40	$13.10	$11.85
Number of accumulation units outstanding at end of period	6,840	602	711	722
ING FOCUS 5 PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$6.42	$8.99
Value at end of period	$7.74	$6.42
Number of accumulation units outstanding at end of period	8,959	10,043

CFI 9


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during February 2009)
Value at beginning of period	$6.61
Value at end of period	$8.77
Number of accumulation units outstanding at end of period	3,205
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$10.22	$16.59	$15.63	$13.88	$14.06
Value at end of period	$13.16	$10.22	$16.59	$15.63	$13.88
Number of accumulation units outstanding at end of period	17,392	13,788	10,818	12,489	9,277
ING INDEX PLUS LARGECAP PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$7.52	$12.13	$11.69	$10.33	$9.92	$9.08	$7.28	$9.40
Value at end of period	$9.17	$7.52	$12.13	$11.69	$10.33	$9.92	$9.08	$7.28
Number of accumulation units outstanding at end of period	46,838	48,227	59,345	54,908	450,474	418,924	31,451	2,369
ING INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$9.91	$16.07	$15.41	$14.26	$12.99	$11.27	$8.61	$9.91
Value at end of period	$12.90	$9.91	$16.07	$15.41	$14.26	$12.99	$11.27	$8.61
Number of accumulation units outstanding at end of period	35,038	37,692	53,690	67,317	553,807	517,452	32,539	5,073
ING INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$10.24	$15.58	$16.82	$14.97	$14.07	$11.67	$8.68	$10.11
Value at end of period	$12.63	$10.24	$15.58	$16.82	$14.97	$14.07	$11.67	$8.68
Number of accumulation units outstanding at end of period	7,266	8,670	13,654	22,702	397,971	336,053	3,911	1,382
ING INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$11.53	$12.75	$12.18	$11.84	$11.62	$11.21	$10.00
Value at end of period	$12.71	$11.53	$12.75	$12.18	$11.84	$11.62	$11.21
Number of accumulation units outstanding at end of period	90,166	83,654	103,753	134,575	147,290	3,636	3,638
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.87
Value at end of period	$13.96
Number of accumulation units outstanding at end of period	3,310
ING INTERNATIONAL VALUE PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$11.10	$19.43	$17.35	$13.60	$12.59	$10.86	$8.45	$10.01
Value at end of period	$13.87	$11.10	$19.43	$17.35	$13.60	$12.59	$10.86	$8.45
Number of accumulation units outstanding at end of period	17,293	22,384	27,043	32,902	18,570	917	1,154	289
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$5.25	$9.95
Value at end of period	$8.92	$5.25
Number of accumulation units outstanding at end of period	31,324	18,304
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$11.79	$17.77	$17.53	$15.19	$14.14	$11.84	$9.19	$10.00
Value at end of period	$14.67	$11.79	$17.77	$17.53	$15.19	$14.14	$11.84	$9.19
Number of accumulation units outstanding at end of period	23,662	22,483	27,472	34,281	155,270	110,487	1,977	0

CFI 10


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$7.61	$12.67	$13.03	$11.98
Value at end of period	$9.95	$7.61	$12.67	$13.03
Number of accumulation units outstanding at end of period	1,295	1,295	1,366	4,707
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$18.72	$18.45	$17.75	$17.12	$16.82	$16.82	$16.86	$16.78
Value at end of period	$18.60	$18.72	$18.45	$17.75	$17.12	$16.82	$16.82	$16.86
Number of accumulation units outstanding at end of period	33,940	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	$22.75	$29.58	$28.71	$25.90	$25.41	$23.09	$19.96	$21.24
Value at end of period	$26.57	$22.75	$29.58	$28.71	$25.90	$25.41	$23.09	$19.96
Number of accumulation units outstanding at end of period	9,220	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	$6.58	$9.49
Value at end of period	$8.66	$6.58
Number of accumulation units outstanding at end of period	1,533	1,534
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.60	$15.56	$12.52	$12.19
Value at end of period	$13.41	$9.60	$15.56	$12.52
Number of accumulation units outstanding at end of period	11,876	11,131	1,331	409
ING OPPENHEIMER GLOBAL PORTFOLIO - I CLASS
(Funds were first received in this option during April 2005)
Value at beginning of period	$8.78	$14.86	$14.07	$12.04	$10.06
Value at end of period	$12.14	$8.78	$14.86	$14.07	$12.04
Number of accumulation units outstanding at end of period	6,986	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	$10.06	$17.07	$16.21	$13.91	$12.40	$10.89	$8.34	$10.00
Value at end of period	$13.89	$10.06	$17.07	$16.21	$13.91	$12.40	$10.89	$8.34
Number of accumulation units outstanding at end of period	36,970	43,121	53,750	67,695	80,754	46,615	1,761	0
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$9.73	$11.65	$10.83	$10.11	$10.01
Value at end of period	$11.69	$9.73	$11.65	$10.83	$10.11
Number of accumulation units outstanding at end of period	33,043	45,969	44,914	24,203	13,963
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Funds were first received in this option during June 2002)
Value at beginning of period	$6.95	$10.93	$10.74	$9.37	$8.86	$8.14	$6.62	$9.04
Value at end of period	$7.91	$6.95	$10.93	$10.74	$9.37	$8.86	$8.14	$6.62
Number of accumulation units outstanding at end of period	3,993	6,101	6,274	3,806	119,627	68,299	158	0
ING PIMCO HIGH YIELD PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$8.89	$11.59	$11.37	$10.54	$10.36
Value at end of period	$13.16	$8.89	$11.59	$11.37	$10.54
Number of accumulation units outstanding at end of period	17,364	10,079	19,241	18,123	449,879

CFI 11


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$16.61	$16.09	$14.91	$14.43	$14.22	$13.68	$13.19	$12.25
Value at end of period	$18.83	$16.61	$16.09	$14.91	$14.43	$14.22	$13.68	$13.19
Number of accumulation units outstanding at end of period	19,579	16,667	3,208	3,510	677,488	530,901	4,579	7,405
ING PIMCO TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$12.76	$12.91	$11.91	$11.57	$11.44	$11.07	$10.74	$10.00
Value at end of period	$14.24	$12.76	$12.91	$11.91	$11.57	$11.44	$11.07	$10.74
Number of accumulation units outstanding at end of period	18,210	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	$8.57	$13.26	$12.74	$11.01	$10.68
Value at end of period	$10.54	$8.57	$13.26	$12.74	$11.01
Number of accumulation units outstanding at end of period	4,056	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	$8.42	$12.71	$12.16	$10.93	$10.63
Value at end of period	$10.44	$8.42	$12.71	$12.16	$10.93
Number of accumulation units outstanding at end of period	21,279	23,770	25,787	26,439	50,406
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.86
Value at end of period	$12.73
Number of accumulation units outstanding at end of period	2,370
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$5.88	$9.07	$8.34	$7.49	$6.95	$5.82		$8.36
Value at end of period	$7.61	$5.88	$9.07	$8.34	$7.49	$6.95		$4.66
Number of accumulation units outstanding at end of period	10,719	5,247	5,858	6,013	0	94		0
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$10.39	$15.25	$14.57	$12.68	$11.63	$10.29	$7.54	$9.95
Value at end of period	$13.09	$10.39	$15.25	$14.57	$12.68	$11.63	$10.29	$7.54
Number of accumulation units outstanding at end of period	14,533	15,959	6,268	6,377	1,625	543	4,207	4,208
ING SOLUTION 2015 PORTFOLIO
(Funds were first received in this option during March 2006)
Value at beginning of period	$8.81	$12.17	$11.74	$11.00
Value at end of period	$10.68	$8.81	$12.17	$11.74
Number of accumulation units outstanding at end of period	3,105	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	$8.27	$12.63	$12.19	$11.63
Value at end of period	$10.31	$8.27	$12.63	$12.19
Number of accumulation units outstanding at end of period	3,398	3,406	6,311	11,103
ING SOLUTION 2035 PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$8.16	$13.07	$12.54	$11.45
Value at end of period	$10.37	$8.16	$13.07	$12.54
Number of accumulation units outstanding at end of period	23,352	23,538	20,767	29,966

CFI 12


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING SOLUTION INCOME PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.45	$11.44	$10.98	$10.27
Value at end of period	$10.97	$9.45	$11.44	$10.98
Number of accumulation units outstanding at end of period	5,285	5,285	10,639	6,916
ING STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$11.33	$15.04	$14.39	$13.43	$13.28
Value at end of period	$13.22	$11.33	$15.04	$14.39	$13.43
Number of accumulation units outstanding at end of period	16,593	17,331	19,112	6,577	4,946
ING STRATEGIC ALLOCATION MODERATE PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.37	$16.54	$15.87	$14.46	$14.37
Value at end of period	$13.68	$11.37	$16.54	$15.87	$14.46
Number of accumulation units outstanding at end of period	3,955	4,079	985	1,120	1,272
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$7.29	$10.35
Value at end of period	$9.62	$7.29
Number of accumulation units outstanding at end of period	53,435	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	$7.73	$13.76	$12.29	$11.39	$10.76	$9.81	$6.85	$9.90
Value at end of period	$11.18	$7.73	$13.76	$12.29	$11.39	$9.81	$9.81	$6.85
Number of accumulation units outstanding at end of period	9,367	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	$8.20	$12.87	$12.61	$10.69	$10.34
Value at end of period	$10.15	$8.20	$12.87	$12.61	$10.69
Number of accumulation units outstanding at end of period	15,718	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	$7.69	$13.46	$12.40	$11.07	$10.55	$9.71	$7.51	$9.91
Value at end of period	$10.86	$7.69	$13.46	$12.40	$11.07	$10.55	$9.71	$7.51
Number of accumulation units outstanding at end of period	16,647	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	$6.29	$10.20
Value at end of period	$8.21	$6.29
Number of accumulation units outstanding at end of period	1,050	1,050
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$7.05	$11.85	$11.18	$9.83				$9.91
Value at end of period	$10.08	$7.05	$11.85	$11.18				$6.84
Number of accumulation units outstanding at end of period	4,596	5,675	6,625	5,538				0
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$10.24	$9.92
Value at end of period	$10.70	$10.24
Number of accumulation units outstanding at end of period	3,999	3,535

CFI 13


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$7.46	$12.55	$12.55	$11.09	$10.12			$9.91
Value at end of period	$9.72	$7.46	$12.55	$12.55	$11.09			$7.33
Number of accumulation units outstanding at end of period	0	0	141	4,012	9,737			0
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$8.86	$14.08	$14.54	$12.67	$12.36	$10.69	$8.32	$10.00
Value at end of period	$11.27	$8.86	$14.08	$14.54	$12.67	$12.36	$10.69	$8.32
Number of accumulation units outstanding at end of period	20,559	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	$9.48	$12.49	$12.18	$10.91	$10.06
Value at end of period	$11.52	$9.48	$12.49	$12.18	$10.91
Number of accumulation units outstanding at end of period	7,451	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	$9.55	$12.61	$12.33	$11.07	$10.37	$9.83		$9.88
Value at end of period	$11.57	$9.55	$12.61	$12.33	$11.07	$10.37		$7.52
Number of accumulation units outstanding at end of period	46,753	45,620	53,428	56,264	66,380	3,976		0
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during March 2008)
Value at beginning of period	$6.10	$9.68
Value at end of period	$7.86	$6.10
Number of accumulation units outstanding at end of period	8,478	8,488
OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA
Funds were first received in this option during November 2005)
Value at beginning of period	$11.55	$18.80	$19.25	$16.95	$16.71
Value at end of period	$15.65	$11.55	$18.80	$19.25	$16.95
Number of accumulation units outstanding at end of period	3,025	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	$10.10	$10.97	$10.02	$10.04	$9.98
Value at end of period	$11.84	$10.10	$10.97	$10.02	$10.04
Number of accumulation units outstanding at end of period	40,964	50,391	18,399	24,624	7,579
PIONEER EQUITY INCOME VCT PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$9.98	$14.49	$14.55	$12.03	$11.51	$10.01	$8.27	$9.94
Value at end of period	$11.25	$9.98	$14.49	$14.55	$12.03	$11.51	$10.01	$8.27
Number of accumulation units outstanding at end of period	29,085	30,144	37,918	36,105	30,986	31,860	27,693	5,737


Separate Account Annual Charges of 1.00%

	2009	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	$11.12	$19.59	$16.87	$15.29	$13.24	$11.62	$10.00
Value at end of period	$14.91	$11.12	$19.59	$16.87	$15.29	$13.24	$11.62
Number of accumulation units outstanding at end of period	2,759,642	2,609,647	1,738,553	846,179	385,118	271,256	56,254

CFI 14


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$9.10	$16.08	$16.03	$13.50	$12.92	$11.73	$10.00
Value at end of period	$11.70	$9.10	$16.08	$16.03	$13.50	$12.92	$11.73
Number of accumulation units outstanding at end of period	653,883	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	$11.94	$18.00	$18.63	$16.08	$14.94	$12.29
Value at end of period	$15.26	$11.94	$18.00	$18.63	$16.08	$14.94
Number of accumulation units outstanding at end of period	472,729	335,195	227,462	82,464	36,876	23,539
ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$12.12	$16.66	$17.34	$15.17	$14.21	$11.83	$10.00
Value at end of period	$16.27	$12.12	$16.66	$17.34	$15.17	$14.21	$11.83
Number of accumulation units outstanding at end of period	109,588	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	$8.88	$10.04
Value at end of period	$9.86	$8.88
Number of accumulation units outstanding at end of period	2,042,636	797,010
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$7.27	$11.88	$11.48	$10.12	$9.89
Value at end of period	$9.39	$7.27	$11.88	$11.48	$10.12
Number of accumulation units outstanding at end of period	2,272,171	2,090,037	1,344,331	217,476	55,034
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$7.01	$12.72	$11.49	$10.59	$9.62
Value at end of period	$9.63	$7.01	$12.72	$11.49	$10.59
Number of accumulation units outstanding at end of period	3,677,631	3,283,375	1,840,857	395,120	64,458
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$8.68	$15.24	$12.89	$11.00	$10.15
Value at end of period	$12.23	$8.68	$15.24	$12.89	$11.00
Number of accumulation units outstanding at end of period	2,576,116	2,416,919	1,464,666	459,465	59,588
ING BALANCED PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$9.87	$13.89	$13.33	$12.28	$11.93	$11.05	$10.00
Value at end of period	$11.62	$9.87	$13.89	$13.33	$12.28	$11.93	$11.05
Number of accumulation units outstanding at end of period	233,545	230,199	191,757	123,350	119,146	136,377	33,289
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$10.79	$18.55	$17.66	$15.48	$14.56	$11.49	$10.00
Value at end of period	$14.44	$10.79	$18.55	$17.66	$15.48	$14.56	$11.49
Number of accumulation units outstanding at end of period	667,438	501,751	341,743	111,461	48,843	37,769	15,936
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.00
Value at end of period	$10.62
Number of accumulation units outstanding at end of period	289,877

CFI 15


Condensed Financial Information (continued)



	2009	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	$5.92	$9.80	$10.03
Value at end of period	$7.66	$5.92	$9.80
Number of accumulation units outstanding at end of period	5,748	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	$7.04	$11.68	$11.05	$11.17
Value at end of period	$9.08	$7.04	$11.68	$11.05
Number of accumulation units outstanding at end of period	129,476	105,789	73,825	223
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$9.49	$15.98	$13.58	$12.85	$11.72
Value at end of period	$14.34	$9.49	$15.98	$13.58	$12.85
Number of accumulation units outstanding at end of period	198,180	95,314	35,920	3,233	495
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$9.15	$15.21	$14.75	$13.09	$12.72	$11.85	$10.00
Value at end of period	$11.93	$9.15	$15.21	$14.75	$13.09	$12.72	$11.85
Number of accumulation units outstanding at end of period	240,887	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	$9.38	$13.08	$11.84	$11.32	$11.03
Value at end of period	$13.23	$9.38	$13.08	$11.84	$11.32
Number of accumulation units outstanding at end of period	59,572	14,954	5,798	570	571
ING FOCUS 5 PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$5.87	$10.42	$10.26
Value at end of period	$7.08	$5.87	$10.42
Number of accumulation units outstanding at end of period	258,034	223,236	138,095
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$6.13	$9.63	$10.10
Value at end of period	$7.91	$6.13	$9.63
Number of accumulation units outstanding at end of period	4,721,292	5,108,651	3,804,095
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$9.72	$15.78	$14.88	$13.22	$12.37	$11.55	$10.00
Value at end of period	$12.51	$9.72	$15.78	$14.88	$13.22	$12.37	$11.55
Number of accumulation units outstanding at end of period	319,763	292,483	220,031	113,210	40,801	36,511	11,076
ING INDEX PLUS LARGECAP PORTFOLIO
(Funds were first received in this option during August 2003)
Value at beginning of period	$9.49	$15.31	$14.76	$13.05	$12.53	$11.48	$10.00
Value at end of period	$11.56	$9.49	$15.31	$14.76	$13.05	$12.53	$11.48
Number of accumulation units outstanding at end of period	326,723	347,967	334,862	264,313	190,007	176,155	82,960

CFI 16


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$10.42	$16.90	$16.21	$15.01	$13.68	$11.87	$10.00
Value at end of period	$13.56	$10.42	$16.90	$16.21	$15.01	$13.68	$11.87
Number of accumulation units outstanding at end of period	469,864	451,301	383,276	284,157	182,262	167,574	34,454
ING INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$10.49	$15.97	$17.26	$15.36	$14.45	$11.99	$10.00
Value at end of period	$12.93	$10.49	$15.97	$17.26	$15.36	$14.45	$11.99
Number of accumulation units outstanding at end of period	215,411	211,659	225,294	164,081	116,762	102,531	23,838
ING INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$10.62	$11.75	$11.23	$10.93	$10.72	$10.36	$10.00
Value at end of period	$11.70	$10.62	$11.75	$11.23	$10.93	$10.72	$10.36
Number of accumulation units outstanding at end of period	4,474,848	4,087,996	3,097,195	816,196	196,383	115,446	12,127
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$6.08	$7.59
Value at end of period	$7.68	$6.08
Number of accumulation units outstanding at end of period	292,920	1,172
ING INTERNATIONAL VALUE PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$12.29	$21.52	$19.23	$15.08	$13.97	$12.05	$10.00
Value at end of period	$15.35	$12.29	$21.52	$19.23	$15.08	$13.97	$12.05
Number of accumulation units outstanding at end of period	396,578	407,630	308,600	121,448	64,182	33,591	8,311
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.79	$18.22
Value at end of period	$14.93	$8.79
Number of accumulation units outstanding at end of period	712,822	450,427
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during December 2003)
Value at beginning of period	$11.37	$17.15	$16.92	$14.67	$13.66	$11.44	$10.00
Value at end of period	$14.14	$11.37	$17.15	$16.92	$14.67	$13.66	$11.44
Number of accumulation units outstanding at end of period	237,314	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	$7.59	$12.65	$13.02	$12.63
Value at end of period	$9.92	$7.59	$12.65	$13.02
Number of accumulation units outstanding at end of period	32,358	26,070	19,653	7,017
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during December 2003)
Value at beginning of period	$11.09	$10.93	$10.52	$10.15	$9.98	$9.99	$10.00
Value at end of period	$11.01	$11.09	$10.93	$10.52	$10.15	$9.98	$9.99
Number of accumulation units outstanding at end of period	1,800,379	2,579,107	2,670,718	364,855	334,813	407,476	33,869
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during March 2007)
Value at beginning of period	$7.24	$14.49	$12.25
Value at end of period	$9.87	$7.24	$14.49
Number of accumulation units outstanding at end of period	152,028	145,334	50,962

CFI 17


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$10.73	$13.96	$13.56	$12.24	$12.01	$10.92	$10.00
Value at end of period	$12.53	$10.73	$13.96	$13.56	$12.24	$12.01	$10.92
Number of accumulation units outstanding at end of period	360,427	370,388	362,569	191,421	268,091	284,682	60,823
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during October 2006)
Value at beginning of period	$9.61	$15.57	$12.35	$11.06
Value at end of period	$12.63	$9.61	$15.57	$12.35
Number of accumulation units outstanding at end of period	318,951	214,448	49,615	4,404
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$11.41	$18.51	$14.90	$13.99	$12.83	$11.66	$10.00
Value at end of period	$15.94	$11.41	$18.51	$14.90	$13.99	$12.83	$11.66
Number of accumulation units outstanding at end of period	346,672	258,709	46,761	8,988	5,663	8,666	121
ING OPPENHEIMER GLOBAL PORTFOLIO - I CLASS
(Funds were first received in this option during April 2005)
Value at beginning of period	$8.77	$14.84	$14.06	$12.04	$10.06
Value at end of period	$12.11	$8.77	$14.84	$14.06	$12.04
Number of accumulation units outstanding at end of period	90,724	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	$10.97	$18.62	$17.69	$15.19	$13.54	$12.42
Value at end of period	$15.14	$10.97	$18.62	$17.69	$15.19	$13.54
Number of accumulation units outstanding at end of period	612,788	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	$9.71	$11.64	$10.83	$10.10	$10.01
Value at end of period	$11.66	$9.71	$11.64	$10.83	$10.10
Number of accumulation units outstanding at end of period	379,502	462,364	459,240	142,071	111,177
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Funds were first received in this option during April 2004)
Value at beginning of period	$9.78	$15.39	$15.12	$13.20	$12.48	$11.73
Value at end of period	$11.12	$9.78	$15.39	$15.12	$13.20	$12.48
Number of accumulation units outstanding at end of period	37,324	22,072	29,474	3,687	9,749	2,015
ING PIMCO HIGH YIELD PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$8.88	$11.57	$11.36	$10.54	$10.44
Value at end of period	$13.13	$8.88	$11.57	$11.36	$10.54
Number of accumulation units outstanding at end of period	272,773	217,608	241,186	68,484	72,101
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Funds were first received in this option during December 2003)
Value at beginning of period	$12.44	$12.06	$11.18	$10.82	$10.67	$10.41	$10.00
Value at end of period	$14.09	$12.44	$12.06	$11.18	$10.82	$10.67	$10.41
Number of accumulation units outstanding at end of period	1,711,393	1,348,558	803,489	31,839	78,592	89,251	1,063
ING PIMCO TOTAL RETURN PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$11.76	$11.91	$10.99	$10.68	$10.56	$10.23	$10.00
Value at end of period	$13.12	$11.76	$11.91	$10.99	$10.68	$10.56	$10.23
Number of accumulation units outstanding at end of period	425,758	405,275	187,300	74,753	57,541	48,780	8,451

CFI 18


Condensed Financial Information (continued)



	2009	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	$8.55	$13.24	$12.73	$11.01	$10.68
Value at end of period	$10.51	$8.55	$13.24	$12.73	$11.01
Number of accumulation units outstanding at end of period	144,666	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	$8.41	$12.69	$12.15	$10.93	$10.34
Value at end of period	$10.41	$8.41	$12.69	$12.15	$10.93
Number of accumulation units outstanding at end of period	861,689	574,694	439,052	116,331	349,935
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$10.51
Value at end of period	$12.73
Number of accumulation units outstanding at end of period	27,987
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during October 2003)
Value at beginning of period	$11.04	$17.06	$15.69	$14.11	$13.09	$12.02	$10.00
Value at end of period	$14.29	$11.04	$17.06	$15.69	$14.11	$13.09	$12.02
Number of accumulation units outstanding at end of period	78,619	68,492	17,518	5,922	11,873	15,225	12,567
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$11.93	$17.52	$16.75	$14.57	$13.37	$11.84	$10.00
Value at end of period	$15.02	$11.93	$17.52	$16.75	$14.57	$13.37	$11.84
Number of accumulation units outstanding at end of period	340,079	211,209	69,019	48,264	29,546	28,245	11,108
ING SOLUTION 2015 PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$8.80	$12.15	$11.73	$10.70	$10.37
Value at end of period	$10.65	$8.80	$12.15	$11.73	$10.70
Number of accumulation units outstanding at end of period	1,144,940	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	$8.26	$12.62	$12.18	$11.18
Value at end of period	$10.29	$8.26	$12.62	$12.18
Number of accumulation units outstanding at end of period	1,275,367	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	$8.14	$13.06	$12.52	$11.08	$10.66
Value at end of period	$10.35	$8.14	$13.06	$12.52	$11.08
Number of accumulation units outstanding at end of period	754,227	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	$8.02	$13.47	$12.86	$11.29	$10.96
Value at end of period	$10.31	$8.02	$13.47	$12.86	$11.29
Number of accumulation units outstanding at end of period	57,858	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	$9.43	$11.43	$10.97	$10.45
Value at end of period	$10.94	$9.43	$11.43	$10.97
Number of accumulation units outstanding at end of period	432,936	375,155	245,892	14,781

CFI 19


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.31	$15.02	$14.38	$13.43	$13.29
Value at end of period	$13.19	$11.31	$15.02	$14.38	$13.43
Number of accumulation units outstanding at end of period	59,209	51,178	35,099	10,595	727
ING STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.39	$18.03	$17.38	$15.55	$15.13
Value at end of period	$14.08	$11.39	$18.03	$17.38	$15.55
Number of accumulation units outstanding at end of period	14,007	13,948	9,397	2,534	639
ING STRATEGIC ALLOCATION MODERATE PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$11.35	$16.52	$15.86	$14.46
Value at end of period	$13.65	$11.35	$16.52	$15.86
Number of accumulation units outstanding at end of period	14,951	15,514	19,320	13,646
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during September 2006)
Value at beginning of period	$8.31	$11.57	$11.20	$10.49
Value at end of period	$10.96	$8.31	$11.57	$11.20
Number of accumulation units outstanding at end of period	3,320,291	1,531,768	307,430	6,495
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during November 2003
Value at beginning of period	$9.46	$16.84	$15.06	$13.96	$12.94	$12.04	$10.00
Value at end of period	$13.67	$9.46	$16.84	$15.06	$13.96	$12.94	$12.04
Number of accumulation units outstanding at end of period	468,960	183,107	83,768	38,635	17,356	17,517	17,688
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$8.18	$12.85	$12.60	$10.68	$10.24
Value at end of period	$10.12	$8.18	$12.85	$12.60	$10.68
Number of accumulation units outstanding at end of period	539,839	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	$9.09	$15.93	$14.68	$13.12	$12.51	$11.51	$10.00
Value at end of period	$12.83	$9.09	$15.93	$14.68	$13.12	$12.51	$11.51
Number of accumulation units outstanding at end of period	258,179	243,928	191,979	96,215	54,334	43,509	23,821
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during October 2006)
Value at beginning of period	$8.02	$13.64	$11.95	$11.12
Value at end of period	$10.46	$8.02	$13.64	$11.95
Number of accumulation units outstanding at end of period	293,112	261,242	77,246	407
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$9.18	$15.42	$14.56	$12.62	$12.59	$11.29	$10.00
Value at end of period	$13.11	$9.18	$15.42	$14.56	$12.62	$12.59	$11.29
Number of accumulation units outstanding at end of period	132,961	46,149	42,012	10,044	3,259	10,060	7,006
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.23	$10.05
Value at end of period	$10.69	$10.23
Number of accumulation units outstanding at end of period	608,436	174,461

CFI 20


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$9.25	$15.57	$15.59	$13.77	$12.76	$11.25	$10.00
Value at end of period	$12.05	$9.25	$15.57	$15.59	$13.77	$12.76	$11.25
Number of accumulation units outstanding at end of period	48,370	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	$9.57	$15.22	$15.73	$13.71	$13.39	$11.58	$10.00
Value at end of period	$12.18	$9.57	$15.22	$15.73	$13.71	$13.39	$11.58
Number of accumulation units outstanding at end of period	265,010	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	$9.46	$12.48	$12.17	$10.91	$10.06
Value at end of period	$11.49	$9.46	$12.48	$12.17	$10.91
Number of accumulation units outstanding at end of period	11,061	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	$11.55	$15.26	$14.92	$13.41	$12.57	$11.48	$10.00
Value at end of period	$13.99	$11.55	$15.26	$14.92	$13.41	$12.57	$11.48
Number of accumulation units outstanding at end of period	675,826	736,747	729,065	340,065	78,983	7,449	758
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$6.10	$10.15
Value at end of period	$7.85	$6.10
Number of accumulation units outstanding at end of period	80,700	46,058
OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.52	$18.78	$19.24	$16.95	$16.21
Value at end of period	$15.62	$11.52	$18.78	$19.24	$16.95
Number of accumulation units outstanding at end of period	57,892	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	$10.08	$10.96	$10.01	$10.03	$9.89
Value at end of period	$11.82	$10.08	$10.96	$10.01	$10.03
Number of accumulation units outstanding at end of period	570,017	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	$11.28	$16.39	$16.47	$13.62	$13.04	$11.35	$10.00
Value at end of period	$12.72	$11.28	$16.39	$16.47	$13.62	$13.04	$11.35
Number of accumulation units outstanding at end of period	751,360	713,197	522,403	187,682	59,289	11,729	2,083


Separate Account Annual Charges of 1.10%

	2009	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	$10.49	$18.51	$15.96	$14.48	$12.55	$11.02	$8.69	$9.72
Value at end of period	$14.05	$10.49	$18.51	$15.96	$14.48	$12.55	$11.02	$8.69
Number of accumulation units outstanding at end of period	78,836	86,121	110,156	121,820	31,128	8,167	9,123	538

CFI 21


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$7.81	$13.81	$13.79	$11.62	$11.13	$10.12	$7.87	$9.60
Value at end of period	$10.03	$7.81	$13.81	$13.79	$11.62	$11.13	$10.12	$7.87
Number of accumulation units outstanding at end of period	36,955	32,253	37,783	36,354	23,542	3,418	3,417	749
FRANKLIN SMALL CAP VALUE SECURITIES FUND
(Funds were first received in this option during January 2002)
Value at beginning of period	$11.40	$17.21	$17.83	$15.41	$15.27			$9.98
Value at end of period	$14.56	$11.40	$17.21	$17.83	$15.41			$8.96
Number of accumulation units outstanding at end of period	7,079	8,901	11,590	12,150	11,321			0
ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO
(Funds were first received in this option during January 2009)
Value at beginning of period	$10.23
Value at end of period	$14.83
Number of accumulation units outstanding at end of period	426
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during August 2008)
Value at beginning of period	$8.87	$9.69
Value at end of period	$9.84	$8.87
Number of accumulation units outstanding at end of period	22,000	21,168
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$8.91	$14.57	$14.10	$12.44	$11.84
Value at end of period	$11.50	$8.91	$14.57	$14.10	$12.44
Number of accumulation units outstanding at end of period	44,979	47,612	58,561	63,105	7,933
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$9.01	$16.36	$14.80	$13.65	$12.62
Value at end of period	$12.36	$9.01	$16.36	$14.80	$13.65
Number of accumulation units outstanding at end of period	42,713	47,047	64,971	78,726	25,553
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$12.84	$22.56	$19.10	$16.32	$15.62
Value at end of period	$18.07	$12.84	$22.56	$19.10	$16.32
Number of accumulation units outstanding at end of period	10,872	12,963	13,046	13,379	824
ING BALANCED PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$10.05	$14.17	$13.61	$12.55	$12.20	$11.31	$10.00
Value at end of period	$11.82	$10.05	$14.17	$13.61	$12.55	$12.20	$11.31
Number of accumulation units outstanding at end of period	14,741	13,190	15,208	17,742	13,357	1,296	1,273
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$10.72	$18.45	$17.58	$15.42	$14.53	$11.48	$8.70	$10.00
Value at end of period	$14.33	$10.72	$18.45	$17.58	$15.42	$14.53	$11.48	$8.70
Number of accumulation units outstanding at end of period	4,932	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	$6.60	$10.96	$10.38	$10.49
Value at end of period	$8.50	$6.60	$10.96	$10.38
Number of accumulation units outstanding at end of period	11,291	11,417	11,316	1,732

CFI 22


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.45	$15.94	$13.56	$12.84	$12.73
Value at end of period	$14.27	$9.45	$15.94	$13.56	$12.84
Number of accumulation units outstanding at end of period	11,430	10,112	10,654	12,983	447
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$5.70	$8.30
Value at end of period	$7.52	$5.70
Number of accumulation units outstanding at end of period	3,467	6,800
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.35	$13.05	$11.82	$11.32	$11.51
Value at end of period	$13.17	$9.35	$13.05	$11.82	$11.32
Number of accumulation units outstanding at end of period	1,246	279	323	343	317
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$10.13	$16.47	$15.55	$13.82
Value at end of period	$13.03	$10.13	$16.47	$15.55
Number of accumulation units outstanding at end of period	12,341	12,283	13,618	14,396
ING INDEX PLUS LARGECAP PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$7.44	$12.01	$11.59	$10.26	$9.86	$9.05	$7.27	$9.39
Value at end of period	$9.05	$7.44	$12.01	$11.59	$10.26	$9.86	$9.05	$7.27
Number of accumulation units outstanding at end of period	17,194	16,874	17,231	16,698	2,654	2,520	10,670	564
ING INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$9.80	$15.91	$15.28	$14.16	$12.92	$11.23	$8.59	$9.90
Value at end of period	$12.74	$9.80	$15.91	$15.28	$14.16	$12.92	$11.23	$8.59
Number of accumulation units outstanding at end of period	9,314	9,834	13,262	17,014	7,027	2,520	1,568	481
ING INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$10.12	$15.43	$16.69	$14.87	$14.05	$11.63	$8.66	$10.11
Value at end of period	$12.47	$10.12	$15.43	$16.69	$14.87	$12.24	$11.63	$8.66
Number of accumulation units outstanding at end of period	3,877	4,556	4,701	5,994	836	0	542	0
ING INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during October 2004)
Value at beginning of period	$11.42	$12.64	$12.09	$11.78	$11.57	$11.53
Value at end of period	$12.57	$11.42	$12.64	$12.09	$11.78	$11.57
Number of accumulation units outstanding at end of period	24,096	27,344	43,725	38,570	4,476	925
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.86
Value at end of period	$13.95
Number of accumulation units outstanding at end of period	4,336
ING INTERNATIONAL VALUE PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$10.99	$19.26	$17.22	$13.52	$12.53	$11.81		$10.01
Value at end of period	$13.71	$10.99	$19.26	$17.22	$13.52	$12.53		$8.44
Number of accumulation units outstanding at end of period	12,494	12,551	18,517	19,176	2,353	568		0

CFI 23


Condensed Financial Information (continued)



	2009	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	$5.24	$10.11
Value at end of period	$8.90	$5.24
Number of accumulation units outstanding at end of period	8,445	5,814
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$11.67	$17.62	$17.41	$15.11	$15.09			$10.00
Value at end of period	$14.50	$11.67	$17.62	$17.41	$15.11			$9.18
Number of accumulation units outstanding at end of period	5,798	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	$8.16	$13.60	$14.02	$12.88	$12.33
Value at end of period	$10.65	$8.16	$13.60	$14.02	$12.88
Number of accumulation units outstanding at end of period	4,447	4,569	4,525	5,341	1,138
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$18.17	$17.93	$17.28	$16.69	$16.50			$16.45
Value at end of period	$18.02	$18.17	$17.93	$17.28	$16.69			$16.51
Number of accumulation units outstanding at end of period	21,106	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	$22.27	$28.99	$28.19	$25.46	$25.02	$22.77	$19.72	$21.01
Value at end of period	$25.96	$22.27	$28.99	$28.19	$25.46	$25.02	$22.77	$19.72
Number of accumulation units outstanding at end of period	19,345	19,745	21,039	23,098	12,268	4,413	3,200	0
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$9.50	$15.42	$12.43	$12.95				$9.85
Value at end of period	$13.25	$9.50	$15.42	$12.43				$7.21
Number of accumulation units outstanding at end of period	1,042	1,409	1,213	1,179				0
ING OPPENHEIMER GLOBAL PORTFOLIO - I CLASS
(Funds were first received in this option during April 2005)
Value at beginning of period	$8.73	$14.79	$14.04	$12.03	$10.06
Value at end of period	$12.06	$8.73	$14.79	$14.04	$12.03
Number of accumulation units outstanding at end of period	1,260	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	$9.96	$16.93	$16.09	$13.84	$12.23			$10.00
Value at end of period	$13.73	$9.96	$16.93	$16.09	$13.84			$8.33
Number of accumulation units outstanding at end of period	26,385	29,436	38,005	49,555	25,663			0
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$9.67	$11.61	$10.81	$10.10	$10.01
Value at end of period	$11.61	$9.67	$11.61	$10.81	$10.10
Number of accumulation units outstanding at end of period	7,385	7,112	8,147	9,614	5,235
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$7.14
Value at end of period	$7.81
Number of accumulation units outstanding at end of period	2,621

CFI 24


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING PIMCO HIGH YIELD PORTFOLIO
(Funds were first received in this option during November 2005
Value at beginning of period	$8.84	$11.54	$11.35	$10.53	$10.40
Value at end of period	$13.07	$8.84	$11.54	$11.35	$10.53
Number of accumulation units outstanding at end of period	14,907	15,574	17,386	15,686	1,439
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$16.26	$15.78	$14.64	$14.20				$12.12
Value at end of period	$18.40	$16.26	$15.78	$14.64				$13.03
Number of accumulation units outstanding at end of period	5,041	2,755	1,735	1,799				0
ING PIMCO TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$12.64	$12.80	$11.83	$11.50	$11.39	$11.04	$10.73	$10.00
Value at end of period	$14.07	$12.64	$12.80	$11.83	$11.50	$11.39	$11.04	$10.73
Number of accumulation units outstanding at end of period	4,159	4,649	5,609	5,380	2,507	1,151	1,151	0
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$8.37	$12.66	$12.13	$10.92	$10.86
Value at end of period	$10.36	$8.37	$12.66	$12.13	$10.92
Number of accumulation units outstanding at end of period	10,701	12,720	18,770	17,805	17,745
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.85
Value at end of period	$12.72
Number of accumulation units outstanding at end of period	880
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$10.28	$15.12	$14.46	$12.60	$11.58	$10.26	$7.53	$9.95
Value at end of period	$12.94	$10.28	$15.12	$14.46	$12.60	$11.58	$10.26	$7.53
Number of accumulation units outstanding at end of period	3,108	3,638	3,743	3,843	2,162	2,964	3,101	0
ING SOLUTION 2015 PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$8.76	$12.12	$11.71	$10.69	$10.39
Value at end of period	$10.60	$8.76	$12.12	$11.71	$10.69
Number of accumulation units outstanding at end of period	29,921	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	$8.23	$12.58	$12.16	$11.16
Value at end of period	$10.24	$8.23	$12.58	$12.16
Number of accumulation units outstanding at end of period	822	844	877	888
ING SOLUTION 2045 PORTFOLIO
(Funds were first received in this option during September 2006)
Value at beginning of period	$7.99		$12.84	$12.00
Value at end of period	$10.26		$13.44	$12.84
Number of accumulation units outstanding at end of period	0		0	10,191
ING SOLUTION INCOME PORTFOLIO
(Funds were first received in this option during October 2007)
Value at beginning of period	$9.39	$11.40	$11.53
Value at end of period	$10.89	$9.39	$11.40
Number of accumulation units outstanding at end of period	0	2,798	2,796

CFI 25


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2007)
Value at beginning of period	$11.27	$14.98	$15.09
Value at end of period	$13.13	$11.27	$14.98
Number of accumulation units outstanding at end of period	0	2,137	2,137
ING STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$11.35	$17.98	$17.35	$15.54	$15.61
Value at end of period	$14.02	$11.35	$17.98	$17.35	$15.54
Number of accumulation units outstanding at end of period	601	612	932	946	322
ING STRATEGIC ALLOCATION MODERATE PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$11.31	$16.48	$15.83	$14.45	$13.88
Value at end of period	$13.59	$11.31	$16.48	$15.83	$14.45
Number of accumulation units outstanding at end of period	2,897	2,832	3,724	5,714	2,644
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during August 2008)
Value at beginning of period	$7.28	$9.70
Value at end of period	$9.60	$7.28
Number of accumulation units outstanding at end of period	8,710	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	$7.65	$13.63	$12.20	$11.95		$9.78	$6.84	$9.90
Value at end of period	$11.04	$7.65	$13.63	$12.20		$9.90	$9.78	$6.84
Number of accumulation units outstanding at end of period	3,440	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	$8.15	$12.82	$12.58	$10.68	$10.25
Value at end of period	$10.08	$8.15	$12.82	$12.58	$10.68
Number of accumulation units outstanding at end of period	56,996	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	$7.60	$13.34	$12.30	$11.01	$10.51	$9.68	$7.50	$9.91
Value at end of period	$10.73	$7.60	$13.34	$12.30	$11.01	$10.51	$9.68	$7.50
Number of accumulation units outstanding at end of period	13,334	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	$6.28	$10.20
Value at end of period	$8.18	$6.28
Number of accumulation units outstanding at end of period	5,984	6,283
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$6.98	$11.74	$11.09	$9.77				$9.91
Value at end of period	$9.96	$6.98	$11.74	$11.09				$6.83
Number of accumulation units outstanding at end of period	3,949	3,946	4,078	4,200				0
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$10.22	$10.00
Value at end of period	$10.67	$10.22
Number of accumulation units outstanding at end of period	11,193	910

CFI 26


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003	2002

ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$7.38	$12.44	$12.46	$11.02	$10.22	$9.02	$7.32	$9.91
Value at end of period	$9.60	$7.38	$12.44	$12.46	$11.02	$10.22	$9.02	$7.32
Number of accumulation units outstanding at end of period	18,398	17,652	17,301	18,074	8,461	2,042	2,041	0
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$8.77	$13.96	$14.44	$12.60	$12.31	$11.27		$10.00
Value at end of period	$11.14	$8.77	$13.96	$14.44	$12.60	$12.31		$8.32
Number of accumulation units outstanding at end of period	16,919	16,939	21,660	24,727	4,552	1,637		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	$9.43	$12.44	$12.15	$10.90	$10.06
Value at end of period	$11.44	$9.43	$12.44	$12.15	$10.90
Number of accumulation units outstanding at end of period	5,416	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	$9.45	$12.50	$12.23	$11.00	$10.74			$9.88
Value at end of period	$11.43	$9.45	$12.50	$12.23	$11.00			$7.51
Number of accumulation units outstanding at end of period	35,837	38,897	48,789	57,352	34,481			0
OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA
(Funds were first received in this option during December 2005)
Value at beginning of period	$11.48	$18.73	$19.20	$16.93	$17.10
Value at end of period	$15.54	$11.48	$18.73	$19.20	$16.93
Number of accumulation units outstanding at end of period	811	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	$10.05	$10.93	$10.00	$10.03	$9.99
Value at end of period	$11.76	$10.05	$10.93	$10.00	$10.03
Number of accumulation units outstanding at end of period	0	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	$9.87	$14.36	$14.44	$11.95	$11.45	$9.98	$8.25	$9.94
Value at end of period	$11.12	$9.87	$14.36	$14.44	$11.95	$11.45	$9.98	$8.25
Number of accumulation units outstanding at end of period	19,977	24,245	27,908	24,210	9,715	4,026	3,655	0


Separate Account Annual Charges of 1.20%

	2009	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	$11.00	$19.42	$16.76	$15.22	$13.21	$11.61	$10.00
Value at end of period	$14.72	$11.00	$19.42	$16.76	$15.22	$13.21	$11.61
Number of accumulation units outstanding at end of period	738,209	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	$9.00	$15.93	$15.92	$13.44	$12.88	$11.72	$10.00
Value at end of period	$11.55	$9.00	$15.93	$15.92	$13.44	$12.88	$11.72
Number of accumulation units outstanding at end of period	115,338	97,876	68,774	32,915	23,551	19,567	608

CFI 27


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

FRANKLIN SMALL CAP VALUE SECURITIES FUND
(Funds were first received in this option during January 2004)
Value at beginning of period	$11.81	$17.84	$18.50	$16.01	$14.89	$12.45
Value at end of period	$15.07	$11.81	$17.84	$18.50	$16.01	$14.89
Number of accumulation units outstanding at end of period	224,143	165,927	117,874	56,765	18,533	11,429
ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$11.98	$16.52	$17.22	$15.10	$14.17	$11.82	$10.00
Value at end of period	$16.06	$11.98	$16.52	$17.22	$15.10	$14.17	$11.82
Number of accumulation units outstanding at end of period	6,165	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	$8.87	$9.86
Value at end of period	$9.82	$8.87
Number of accumulation units outstanding at end of period	433,746	196,521
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Funds were first received in this option during January 2006)
Value at beginning of period	$7.22	$11.82	$11.45	$10.21
Value at end of period	$9.31	$7.22	$11.82	$11.45
Number of accumulation units outstanding at end of period	296,600	247,020	150,001	84,792
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$6.97	$12.66	$11.46	$10.58	$10.57
Value at end of period	$9.55	$6.97	$12.66	$11.46	$10.58
Number of accumulation units outstanding at end of period	818,772	657,871	400,872	147,470	1,962
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$8.62	$15.17	$12.86	$10.99	$10.13
Value at end of period	$12.13	$8.62	$15.17	$12.86	$10.99
Number of accumulation units outstanding at end of period	457,180	367,881	185,259	49,006	1,722
ING BALANCED PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$9.76	$13.77	$13.24	$12.22	$11.89	$11.04	$10.00
Value at end of period	$11.47	$9.76	$13.77	$13.24	$12.22	$11.89	$11.04
Number of accumulation units outstanding at end of period	55,088	55,562	41,378	16,674	10,588	14,207	3,014
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$10.67	$18.38	$17.54	$15.40	$14.52	$11.48	$10.00
Value at end of period	$14.25	$10.67	$18.38	$17.54	$15.40	$14.52	$11.48
Number of accumulation units outstanding at end of period	206,770	170,621	142,690	56,329	13,234	11,139	6,977
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.07
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	55,441
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO - CLASS S
(Funds were first received in this option during December 2006)
Value at beginning of period	$6.59	$10.94	$10.38	$10.49
Value at end of period	$8.48	$6.59	$10.94	$10.38
Number of accumulation units outstanding at end of period	13,484	4,370	1,113	289

CFI 28


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2006)
Value at beginning of period	$9.42	$15.90	$13.54	$13.90
Value at end of period	$14.20	$9.42	$15.90	$13.54
Number of accumulation units outstanding at end of period	26,006	18,201	5,569	4,084
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$5.70	$9.99
Value at end of period	$7.51	$5.70
Number of accumulation units outstanding at end of period	349,853	286,038
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Funds were first received in this option during February 2004)
Value at beginning of period	$9.05	$15.08	$14.65	$13.02	$12.69	$12.58
Value at end of period	$11.77	$9.05	$15.08	$14.65	$13.02	$12.69
Number of accumulation units outstanding at end of period	22,766	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	$9.31	$13.01	$11.80	$11.31	$10.74
Value at end of period	$13.11	$9.31	$13.01	$11.80	$11.31
Number of accumulation units outstanding at end of period	9,001	713	457	457	601
ING FOCUS 5 PORTFOLIO
(Funds were first received in this option during November 2008)
Value at beginning of period	$6.41	$5.21
Value at end of period	$7.72	$6.41
Number of accumulation units outstanding at end of period	27,303	3,846
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.79	$10.32
Value at end of period	$8.74	$6.79
Number of accumulation units outstanding at end of period	8,423	7,749
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$9.61	$15.64	$14.78	$13.15	$12.33	$11.54	$10.00
Value at end of period	$12.35	$9.61	$15.64	$14.78	$13.15	$12.33	$11.54
Number of accumulation units outstanding at end of period	36,826	35,140	17,604	17,612	11,403	8,635	7,751
ING INDEX PLUS LARGECAP PORTFOLIO
(Funds were first received in this option during August 2003)
Value at beginning of period	$9.39	$15.18	$14.66	$12.99	$12.50	$11.47	$10.00
Value at end of period	$11.41	$9.39	$15.18	$14.66	$12.99	$12.50	$11.47
Number of accumulation units outstanding at end of period	87,218	96,454	97,961	84,322	75,466	56,191	39,178
ING INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$10.30	$16.75	$16.10	$14.94	$13.64	$11.86	$10.00
Value at end of period	$13.38	$10.30	$16.75	$16.10	$14.94	$13.64	$11.86
Number of accumulation units outstanding at end of period	110,986	117,944	109,533	78,990	45,744	38,504	13,062

CFI 29


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$10.38	$15.83	$17.14	$15.29	$14.41	$11.98	$10.00
Value at end of period	$12.77	$10.38	$15.83	$17.14	$15.29	$14.41	$11.98
Number of accumulation units outstanding at end of period	35,396	39,446	36,877	27,290	17,733	12,943	396
ING INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during February 2004)
Value at beginning of period	$10.51	$11.64	$11.15	$10.87	$10.69	$10.45
Value at end of period	$11.55	$10.51	$11.64	$11.15	$10.87	$10.69
Number of accumulation units outstanding at end of period	1,094,538	867,104	657,328	238,379	45,661	25,257
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.86
Value at end of period	$13.94
Number of accumulation units outstanding at end of period	69,714
ING INTERNATIONAL VALUE PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$12.16	$21.33	$19.10	$15.00	$13.93	$12.04	$10.00
Value at end of period	$15.15	$12.16	$21.33	$19.10	$15.00	$13.93	$12.04
Number of accumulation units outstanding at end of period	154,015	146,519	90,266	49,957	19,032	7,334	460
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$5.24	$10.54
Value at end of period	$8.88	$5.24
Number of accumulation units outstanding at end of period	308,728	161,656
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during December 2003)
Value at beginning of period	$11.24	$16.99	$16.81	$14.60	$13.62	$11.43	$10.00
Value at end of period	$13.96	$11.24	$16.99	$16.81	$14.60	$13.62	$11.43
Number of accumulation units outstanding at end of period	82,431	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	$7.54	$12.58	$12.98	$12.31
Value at end of period	$9.83	$7.54	$12.58	$12.98
Number of accumulation units outstanding at end of period	8,606	6,231	6,286	7,257
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during December 2003)
Value at beginning of period	$10.96	$10.83	$10.45	$10.10	$9.95	$9.98	$10.00
Value at end of period	$10.87	$10.96	$10.83	$10.45	$10.10	$9.95	$9.98
Number of accumulation units outstanding at end of period	134,423	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	$5.37	$10.46
Value at end of period	$7.29	$5.37
Number of accumulation units outstanding at end of period	53,610	46,099
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$10.62	$13.84	$13.47	$12.18	$11.98	$10.91	$10.00
Value at end of period	$12.37	$10.62	$13.84	$13.47	$12.18	$11.98	$10.91
Number of accumulation units outstanding at end of period	45,830	62,601	71,516	85,526	56,708	32,200	12,607

CFI 30


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.57	$10.62
Value at end of period	$8.62	$6.57
Number of accumulation units outstanding at end of period	148,410	86,397
ING MIDCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$11.29	$18.35	$14.80	$13.92	$12.79	$11.30
Value at end of period	$15.73	$11.29	$18.35	$14.80	$13.92	$12.79
Number of accumulation units outstanding at end of period	45,889	32,638	4,517	32	32	32
ING OPPENHEIMER GLOBAL PORTFOLIO - I CLASS
(Funds were first received in this option during April 2005)
Value at beginning of period	$8.70	$14.75	$14.01	$12.02	$10.06
Value at end of period	$12.00	$8.70	$14.75	$14.01	$12.02
Number of accumulation units outstanding at end of period	19,419	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	$10.85	$18.45	$17.56	$15.12	$13.51	$11.89	$10.00
Value at end of period	$14.94	$10.85	$18.45	$17.56	$15.12	$13.51	$11.89
Number of accumulation units outstanding at end of period	170,446	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	$9.64	$11.58	$10.79	$10.09	$10.01
Value at end of period	$11.55	$9.64	$11.58	$10.79	$10.09
Number of accumulation units outstanding at end of period	73,244	85,178	68,289	35,991	34,020
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Funds were first received in this option during February 2004)
Value at beginning of period	$9.67	$15.25	$15.02	$13.13	$12.45	$11.89
Value at end of period	$10.98	$9.67	$15.25	$15.02	$13.13	$12.45
Number of accumulation units outstanding at end of period	2,562	2,091	2,523	1,858	1,859	2,690
ING PIMCO HIGH YIELD PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$8.81	$11.51	$11.33	$10.52	$10.44
Value at end of period	$13.00	$8.81	$11.51	$11.33	$10.52
Number of accumulation units outstanding at end of period	50,455	31,363	23,496	6,814	1,705
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$12.31	$11.95	$11.10	$10.77	$10.64	$10.27	$10.00
Value at end of period	$13.91	$12.31	$11.95	$11.10	$10.77	$10.64	$10.27
Number of accumulation units outstanding at end of period	75,349	19,911	3,730	5,591	6,180	5,051	3,244
ING PIMCO TOTAL RETURN PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$11.64	$11.80	$10.92	$10.62	$10.53	$10.22	$10.00
Value at end of period	$12.95	$11.64	$11.80	$10.92	$10.62	$10.53	$10.22
Number of accumulation units outstanding at end of period	63,013	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	$8.49	$13.17	$12.68	$11.00	$10.67
Value at end of period	$10.42	$8.49	$13.17	$12.68	$11.00
Number of accumulation units outstanding at end of period	17,078	17,117	9,553	9,743	1,989

CFI 31


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$8.34	$12.63	$12.11	$10.91	$10.36
Value at end of period	$10.32	$8.34	$12.63	$12.11	$10.91
Number of accumulation units outstanding at end of period	272,658	222,771	175,655	54,643	21,587
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.85
Value at end of period	$12.71
Number of accumulation units outstanding at end of period	8,191
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during December 2004)
Value at beginning of period	$10.92	$16.91	$15.58	$14.04	$13.05	$11.34
Value at end of period	$14.11	$10.92	$16.91	$15.58	$14.04	$13.05
Number of accumulation units outstanding at end of period	19,963	13,608	1,373	699	31	31
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$11.80	$17.36	$16.63	$14.50	$13.34	$11.83	$10.00
Value at end of period	$14.83	$11.80	$17.36	$16.63	$14.50	$13.34	$11.83
Number of accumulation units outstanding at end of period	69,544	66,563	48,294	30,105	18,321	17,641	10,452
ING SOLUTION 2015 PORTFOLIO
(Funds were first received in this option during April 2006)
Value at beginning of period	$8.73	$12.08	$11.69	$11.03
Value at end of period	$10.55	$8.73	$12.08	$11.69
Number of accumulation units outstanding at end of period	246,962	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	$8.20	$12.55	$12.14	$11.19
Value at end of period	$10.19	$8.20	$12.55	$12.14
Number of accumulation units outstanding at end of period	155,852	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	$8.08	$12.99	$12.48	$11.01
Value at end of period	$10.25	$8.08	$12.99	$12.48
Number of accumulation units outstanding at end of period	112,751	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	$7.96	$13.40	$12.82	$11.51
Value at end of period	$10.22	$7.96	$13.40	$12.82
Number of accumulation units outstanding at end of period	18,715	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	$9.36	$11.37	$10.93	$10.37
Value at end of period	$10.84	$9.36	$11.37	$10.93
Number of accumulation units outstanding at end of period	79,768	77,340	76,366	12,936
ING STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
(Funds were first received in this option during March 2006)
Value at beginning of period	$11.23	$14.94	$14.33	$13.69
Value at end of period	$13.07	$11.23	$14.94	$14.33
Number of accumulation units outstanding at end of period	12,319	9,367	11,480	12,184

CFI 32


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during August 2006)
Value at beginning of period	$11.30	$17.93	$17.32	$16.10
Value at end of period	$13.95	$11.30	$17.93	$17.32
Number of accumulation units outstanding at end of period	8,666	7,623	4,050	4,075
ING STRATEGIC ALLOCATION MODERATE PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$11.27	$16.43	$15.80	$14.44
Value at end of period	$13.52	$11.27	$16.43	$15.80
Number of accumulation units outstanding at end of period	8,763	5,610	5,401	5,402
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.28	$10.26
Value at end of period	$9.58	$7.28
Number of accumulation units outstanding at end of period	390,445	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	$9.36	$16.70	$14.95	$13.89	$12.90	$12.48
Value at end of period	$13.50	$9.36	$16.70	$14.95	$13.89	$12.90
Number of accumulation units outstanding at end of period	118,036	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	$8.12	$12.78	$12.55	$10.67	$10.31
Value at end of period	$10.03	$8.12	$12.78	$12.55	$10.67
Number of accumulation units outstanding at end of period	96,536	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	$8.99	$15.79	$14.58	$13.05	$12.47	$11.50	$10.00
Value at end of period	$12.67	$8.99	$15.79	$14.58	$13.05	$12.47	$11.50
Number of accumulation units outstanding at end of period	47,044	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	$6.27	$10.20
Value at end of period	$8.17	$6.27
Number of accumulation units outstanding at end of period	54,868	35,664
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during February 2004)
Value at beginning of period	$9.08	$15.29	$14.46	$12.56	$12.55	$11.65
Value at end of period	$12.95	$9.08	$15.29	$14.46	$12.56	$12.55
Number of accumulation units outstanding at end of period	33,574	23,529	19,082	8,738	1,025	1,213
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.22	$10.00
Value at end of period	$10.65	$10.22
Number of accumulation units outstanding at end of period	164,679	41,528
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during August 2006)
Value at beginning of period	$9.15	$15.44	$15.48	$14.12
Value at end of period	$11.89	$9.15	$15.44	$15.48
Number of accumulation units outstanding at end of period	8,414	8,499	5,169	1,219

CFI 33


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during October 2003)
Value at beginning of period	$9.46	$15.08	$15.62	$13.65	$13.35	$11.57	$10.00
Value at end of period	$12.02	$9.46	$15.08	$15.62	$13.65	$13.35	$11.57
Number of accumulation units outstanding at end of period	68,612	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	$9.39	$12.41	$12.13	$10.89	$10.06
Value at end of period	$11.39	$9.39	$12.41	$12.13	$10.89
Number of accumulation units outstanding at end of period	8,847	8,818	10,434	14,260	14,265
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - S CLASS
(Funds were first received in this option during March 2005)
Value at beginning of period	$11.42	$15.12	$14.82	$13.34	$12.66
Value at end of period	$13.81	$11.42	$15.12	$14.82	$13.34
Number of accumulation units outstanding at end of period	88,652	89,823	94,506	45,723	7,064
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$6.09	$9.74
Value at end of period	$7.82	$6.09
Number of accumulation units outstanding at end of period	35,840	15,434
OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA
(Funds were first received in this option during January 2007)
Value at beginning of period	$11.44	$18.68	$19.56
Value at end of period	$15.47	$11.44	$18.68
Number of accumulation units outstanding at end of period	6,754	3,297	2,907
PIMCO VIT REAL RETURN PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$10.01	$10.90	$9.98	$10.02	$9.96
Value at end of period	$11.70	$10.01	$10.90	$9.98	$10.02
Number of accumulation units outstanding at end of period	114,207	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	$11.16	$16.24	$16.35	$13.55	$13.00	$11.34	$10.00
Value at end of period	$12.55	$11.16	$16.24	$16.35	$13.55	$13.00	$11.34
Number of accumulation units outstanding at end of period	203,515	183,805	170,555	71,803	31,852	19,187	8,986


Separate Account Annual Charges of 1.35%

	2009	2008	2007	2006	2005	2004	2003

FIDELITY® VIP CONTRAFUND® PORTFOLIO
Value at beginning of period	$10.91	$19.29	$16.67	$15.16	$13.18	$11.60	$10.00
Value at end of period	$14.57	$10.91	$19.29	$16.67	$15.16	$13.18	$11.60
Number of accumulation units outstanding at end of period	263,839	250,630	177,948	86,945	33,320	10,652	4,897
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$8.93	$15.83	$15.84	$13.39	$12.86	$11.92
Value at end of period	$11.44	$8.93	$15.83	$15.84	$13.39	$12.86
Number of accumulation units outstanding at end of period	40,596	40,920	45,677	28,589	15,549	8,399

CFI 34


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

FRANKLIN SMALL CAP VALUE SECURITIES FUND
Value at beginning of period	$11.71	$17.72	$18.41	$15.95	$14.86	$12.52
Value at end of period	$14.92	$11.71	$17.72	$18.41	$15.95	$14.86
Number of accumulation units outstanding at end of period	22,337	19,263	14,831	12,305	7,663	4,242
ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO
Value at beginning of period	$11.89	$16.41	$17.13	$15.04	$14.09
Value at end of period	$15.91	$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	1,125
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.85	$9.99
Value at end of period	$9.79	$8.85
Number of accumulation units outstanding at end of period	299,236	81,936
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
Value at beginning of period	$7.18	$11.78	$11.42	$10.10	$9.78
Value at end of period	$9.25	$7.18	$11.78	$11.42	$10.10
Number of accumulation units outstanding at end of period	257,469	252,807	145,191	69,546	694
ING AMERICAN FUNDS GROWTH PORTFOLIO
Value at beginning of period	$6.93	$12.61	$11.44	$10.57	$10.05
Value at end of period	$9.48	$6.93	$12.61	$11.44	$10.57
Number of accumulation units outstanding at end of period	349,352	315,228	176,241	71,492	1,758
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
Value at beginning of period	$8.58	$15.11	$12.83	$10.99	$10.40
Value at end of period	$12.04	$8.58	$15.11	$12.83	$10.99
Number of accumulation units outstanding at end of period	188,289	177,891	101,347	26,181	1,057
ING BALANCED PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$9.68	$13.68	$13.17	$12.18	$11.87	$11.51
Value at end of period	$11.36	$9.68	$13.68	$13.17	$12.18	$11.87
Number of accumulation units outstanding at end of period	21,340	19,558	13,229	4,351	2,548	2,054
ING BARON SMALL CAP GROWTH PORTFOLIO
Value at beginning of period	$10.58	$18.26	$17.45	$15.35	$14.49	$11.48	$10.00
Value at end of period	$14.12	$10.58	$18.26	$17.45	$15.35	$14.49	$11.48
Number of accumulation units outstanding at end of period	39,511	41,142	30,669	18,310	4,222	230	239
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during September 2009)
Value at beginning of period	$10.31
Value at end of period	$10.59
Number of accumulation units outstanding at end of period	53,423
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during January 2007)
Value at beginning of period	$6.57	$10.92	$10.60
Value at end of period	$8.43	$6.57	$10.92
Number of accumulation units outstanding at end of period	14,360	13,642	5,692
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO - CLASS I
(Funds were first received in this option during April 2007)
Value at beginning of period	$5.89	$9.77	$10.03
Value at end of period	$7.58	$5.89	$9.77
Number of accumulation units outstanding at end of period	1,294	1,292	2,032

CFI 35


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$9.37	$15.83	$13.50	$12.82	$11.78
Value at end of period	$14.10	$9.37	$15.83	$13.50	$12.82
Number of accumulation units outstanding at end of period	27,723	22,782	3,794	4,660	650
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$5.69	$10.15
Value at end of period	$7.49	$5.69
Number of accumulation units outstanding at end of period	73,249	62,524
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$8.98	$14.98	$14.58	$12.98	$12.66	$11.84	$10.00
Value at end of period	$11.66	$8.98	$14.98	$14.58	$12.98	$12.66	$11.84
Number of accumulation units outstanding at end of period	3,956	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	$9.26	$12.96	$11.77	$11.06
Value at end of period	$13.01	$9.26	$12.96	$11.77
Number of accumulation units outstanding at end of period	7,688	132	1,244	132
ING FOCUS 5 PORTFOLIO
(Funds were first received in this option during November 2008)
Value at beginning of period	$6.41	$5.21
Value at end of period	$7.70	$6.41
Number of accumulation units outstanding at end of period	3,964	1,168
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.78	$10.20
Value at end of period	$8.71	$6.78
Number of accumulation units outstanding at end of period	51,803	27,678
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during August 2006)
Value at beginning of period	$9.53	$15.54	$14.70	$13.66
Value at end of period	$12.23	$9.53	$15.54	$14.70
Number of accumulation units outstanding at end of period	24,451	23,825	5,501	1,971
ING INDEX PLUS LARGECAP PORTFOLIO
(Funds were first received in this option during August 2003)
Value at beginning of period	$9.31	$15.08	$14.59	$12.94	$12.47	$11.47	$10.00
Value at end of period	$11.30	$9.31	$15.08	$14.59	$12.94	$12.47	$11.47
Number of accumulation units outstanding at end of period	39,105	42,022	37,141	29,608	15,362	4,711	487
ING INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$10.22	$16.63	$16.02	$14.88	$13.61	$11.86	$10.00
Value at end of period	$13.25	$10.22	$16.63	$16.02	$14.88	$13.61	$11.86
Number of accumulation units outstanding at end of period	40,316	33,941	36,246	30,594	14,911	7,578	2,057

CFI 36


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during January 2004)
Value at beginning of period	$10.29	$15.73	$17.05	$15.23	$14.38	$12.41
Value at end of period	$12.64	$10.29	$15.73	$17.05	$15.23	$14.38
Number of accumulation units outstanding at end of period	10,616	14,706	14,805	11,648	2,836	2,336
ING INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$10.42	$11.57	$11.09	$10.83	$10.67	$10.34	$10.00
Value at end of period	$11.44	$10.42	$11.57	$11.09	$10.83	$10.67	$10.34
Number of accumulation units outstanding at end of period	381,536	364,084	251,998	101,631	17,331	5,720	1,523
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.85
Value at end of period	$13.92
Number of accumulation units outstanding at end of period	15,115
ING INTERNATIONAL VALUE PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.06	$21.19	$19.00	$14.95	$13.69
Value at end of period	$15.00	$12.06	$21.19	$19.00	$14.95
Number of accumulation units outstanding at end of period	21,705	18,964	23,621	9,309	3,079
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$5.23	$10.82
Value at end of period	$8.86	$5.23
Number of accumulation units outstanding at end of period	58,503	33,233
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$11.15	$16.88	$16.72	$14.55	$13.79
Value at end of period	$13.82	$11.15	$16.88	$16.72	$14.55
Number of accumulation units outstanding at end of period	19,000	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	$7.50	$12.53	$12.94	$12.30
Value at end of period	$9.76	$7.50	$12.53	$12.94
Number of accumulation units outstanding at end of period	38,809	48,141	14,669	7,143
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.88	$10.76	$10.39	$10.07	$9.97
Value at end of period	$10.76	$10.88	$10.76	$10.39	$10.07
Number of accumulation units outstanding at end of period	120,763	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	$5.36	$8.06
Value at end of period	$7.28	$5.36
Number of accumulation units outstanding at end of period	2,839	2,278
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$10.53	$13.75	$13.40	$12.14	$11.95	$10.90	$10.00
Value at end of period	$12.25	$10.53	$13.75	$13.40	$12.14	$11.95	$10.90
Number of accumulation units outstanding at end of period	11,792	15,999	16,990	21,242	21,902	10,752	2,757

CFI 37


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.56	$10.80
Value at end of period	$8.59	$6.56
Number of accumulation units outstanding at end of period	14,515	3,929
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$11.20	$18.23	$14.73	$13.87	$12.36
Value at end of period	$15.58	$11.20	$18.23	$14.73	$13.87
Number of accumulation units outstanding at end of period	9,080	7,397	1,693	534	508
ING OPPENHEIMER GLOBAL PORTFOLIO - I CLASS
(Funds were first received in this option during April 2005)
Value at beginning of period	$8.65	$14.69	$13.98	$12.01	$10.06
Value at end of period	$11.91	$8.65	$14.69	$13.98	$12.01
Number of accumulation units outstanding at end of period	10,984	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	$10.76	$18.33	$17.47	$15.06	$13.22
Value at end of period	$14.80	$10.76	$18.33	$17.47	$15.06
Number of accumulation units outstanding at end of period	90,622	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	$9.58	$11.53	$10.76	$10.08	$10.01
Value at end of period	$11.47	$9.58	$11.53	$10.76	$10.08
Number of accumulation units outstanding at end of period	28,067	33,134	24,538	14,118	12,368
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$9.59	$15.15	$15.12	$13.08	$12.64
Value at end of period	$10.87	$9.59	$15.15	$15.12	$13.08
Number of accumulation units outstanding at end of period	3,146	2,741	349	0	993
ING PIMCO HIGH YIELD PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$8.76	$11.46	$11.30	$10.51	$10.42
Value at end of period	$12.91	$8.76	$11.46	$11.30	$10.51
Number of accumulation units outstanding at end of period	35,609	22,199	23,498	10,889	6,583
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Funds were first received in this option during August 2006)
Value at beginning of period	$12.20	$11.87	$11.04	$10.84
Value at end of period	$13.78	$12.20	$11.87	$11.04
Number of accumulation units outstanding at end of period	33,529	14,176	7,242	5,117
ING PIMCO TOTAL RETURN PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$11.54	$11.72	$10.86	$10.59	$10.51	$10.21	$10.00
Value at end of period	$12.82	$11.54	$11.72	$10.86	$10.59	$10.51	$10.21
Number of accumulation units outstanding at end of period	53,328	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	$8.44	$13.11	$12.65	$11.15
Value at end of period	$10.34	$8.44	$13.11	$12.65
Number of accumulation units outstanding at end of period	26,681	25,852	7,322	5,967

CFI 38


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$8.30	$12.58	$12.08	$10.90	$10.47
Value at end of period	$10.24	$8.30	$12.58	$12.08	$10.90
Number of accumulation units outstanding at end of period	50,579	49,773	31,976	18,231	15,240
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.85
Value at end of period	$12.69
Number of accumulation units outstanding at end of period	13,083
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during November 2006) (Funds were first
received in this option during November 2006)
Value at beginning of period	$10.84	$16.79	$15.50	$15.17
Value at end of period	$13.97	$10.84	$16.79	$15.50
Number of accumulation units outstanding at end of period	6,572	4,831	636	558
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$11.70	$17.25	$16.55	$14.45	$13.31	$11.83	$10.00
Value at end of period	$14.69	$11.70	$17.25	$16.55	$14.45	$13.31	$11.83
Number of accumulation units outstanding at end of period	11,780	3,953	1,731	3,019	3,143	3,281	460
ING SOLUTION 2015 PORTFOLIO
(Funds were first received in this option during March 2006)
Value at beginning of period	$8.68	$12.04	$11.66	$10.94
Value at end of period	$10.48	$8.68	$12.04	$11.66
Number of accumulation units outstanding at end of period	118,497	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	$8.15	$12.50	$12.11	$11.28
Value at end of period	$10.12	$8.15	$12.50	$12.11
Number of accumulation units outstanding at end of period	113,233	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	$8.04	$12.93	$12.45	$11.44
Value at end of period	$10.18	$8.04	$12.93	$12.45
Number of accumulation units outstanding at end of period	171,759	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	$7.92	$13.35	$13.26
Value at end of period	$10.14	$7.92	$13.35
Number of accumulation units outstanding at end of period	49,727	48,651	2,567
ING SOLUTION INCOME PORTFOLIO
(Funds were first received in this option during January 2007)
Value at beginning of period	$9.31	$11.32	$10.92
Value at end of period	$10.76	$9.31	$11.32
Number of accumulation units outstanding at end of period	97,305	95,618	19,583
ING STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
(Funds were first received in this option during February 2007)
Value at beginning of period	$11.17	$14.88	$14.41
Value at end of period	$12.97	$11.17	$14.88
Number of accumulation units outstanding at end of period	84	85	86

CFI 39


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$11.24	$16.88
Value at end of period	$13.85	$11.24
Number of accumulation units outstanding at end of period	13,598	13,275
ING STRATEGIC ALLOCATION MODERATE PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$11.20	$16.37	$15.76	$14.42	$14.13
Value at end of period	$13.43	$11.20	$16.37	$15.76	$14.42
Number of accumulation units outstanding at end of period	7,767	7,731	5,872	3,475	480
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$7.27	$9.99
Value at end of period	$9.56	$7.27
Number of accumulation units outstanding at end of period	129,952	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	$9.28	$16.58	$14.88	$13.84	$12.87	$12.02	$10.00
Value at end of period	$13.37	$9.28	$16.58	$14.88	$13.84	$12.87	$12.02
Number of accumulation units outstanding at end of period	26,313	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	$8.08	$12.73	$12.52	$10.66	$10.44
Value at end of period	$9.96	$8.08	$12.73	$12.52	$10.66
Number of accumulation units outstanding at end of period	63,325	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	$8.92	$15.68	$14.50	$13.00	$12.44	$11.73
Value at end of period	$12.54	$8.92	$15.68	$14.50	$13.00	$12.44
Number of accumulation units outstanding at end of period	13,494	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	$6.27	$10.20
Value at end of period	$8.15	$6.27
Number of accumulation units outstanding at end of period	60,190	67,782
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during October 2007)
Value at beginning of period	$9.00	$15.19	$16.44
Value at end of period	$12.82	$9.00	$15.19
Number of accumulation units outstanding at end of period	2,547	2,028	1,155
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.20	$10.01
Value at end of period	$10.62	$10.20
Number of accumulation units outstanding at end of period	72,600	42,925
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during September 2003)
Value at beginning of period	$9.08	$15.33	$15.40	$13.66	$12.70	$11.23	$10.00
Value at end of period	$11.78	$9.08	$15.33	$15.40	$13.66	$12.70	$11.23
Number of accumulation units outstanding at end of period	6,163	10,395	7,912	6,888	1,241	731	731

CFI 40


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during September 2004)
Value at beginning of period	$9.39	$14.98	$15.54	$13.60	$13.32	$12.08
Value at end of period	$11.90	$9.39	$14.98	$15.54	$13.60	$13.32
Number of accumulation units outstanding at end of period	10,225	10,418	15,763	14,718	6,785	1,652
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO - I CLASS
(Funds were first received in this option during April 2005)
Value at beginning of period	$9.34	$12.36	$12.10	$10.88	$10.06
Value at end of period	$11.31	$9.34	$12.36	$12.10	$10.88
Number of accumulation units outstanding at end of period	0	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	$11.33	$15.02	$14.74	$13.30	$12.51	$11.46	$10.00
Value at end of period	$13.67	$11.33	$15.02	$14.74	$13.30	$12.51	$11.46
Number of accumulation units outstanding at end of period	90,006	80,819	51,925	15,850	707	705	732
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$6.08	$9.30
Value at end of period	$7.79	$6.08
Number of accumulation units outstanding at end of period	17,028	11,508
OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA
(Funds were first received in this option during September 2006)
Value at beginning of period	$11.38	$18.60	$19.12	$17.86
Value at end of period	$15.36	$11.38	$18.60	$19.12
Number of accumulation units outstanding at end of period	5,229	2,595	2,892	916
PIMCO VIT REAL RETURN PORTFOLIO
(Funds were first received in this option during November 2006)
Value at beginning of period	$9.95	$10.85	$9.95	$10.11
Value at end of period	$11.62	$9.95	$10.85	$9.95
Number of accumulation units outstanding at end of period	47,383	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	$11.07	$16.14	$16.27	$13.50	$12.97	$11.33	$10.00
Value at end of period	$12.43	$11.07	$16.14	$16.27	$13.50	$12.97	$11.33
Number of accumulation units outstanding at end of period	53,764	44,586	40,514	14,602	5,174	1,888	735

CFI 41


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 DFA Global All Equity Portfolio	ING Focus 5 Portfolio
ING Legg Mason ClearBridge Aggressive Growth Portfolio	ING Legg Mason Partners Aggressive Growth Portfolio

ING Oppenheimer Global Strategic Income Portfolio	ING Oppenheimer Strategic Income Portfolio
ING Wells Fargo Omega Growth Portfolio	ING Evergreen Omega 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. If you received a summary prospectus for any of the funds available through your contract, you may obtain a full prospectus and other information free of charge by either accessing the internet address, calling the telephone number or sending an email request to the contact information shown on the front of the fund’s summary prospectus.













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.70600-10 B-1


Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
Fidelity® Variable Insurance	Fidelity Management & Research	Seeks long-term capital appreciation.
Products – Fidelity® VIP	Company
*Contrafund®* Portfolio
	Subadvisers: FMR Co., Inc.;
	Fidelity Management & Research
	(U.K.) Inc.; Fidelity Research &
	Analysis Company; Fidelity
	Investments Japan Limited;
	Fidelity International Investment
	Advisors; Fidelity International
	Investment Advisors (U.K.)
	Limited
Fidelity® Variable Insurance	Fidelity Management & Research	Seeks reasonable income. Also considers
Products – Fidelity® VIP Equity-	Company	the potential for capital appreciation. Seeks
Income Portfolio		to achieve a yield which exceeds the
	Subadvisers: FMR Co., Inc.;	composite yield on the securities
	Fidelity Management & Research	comprising the Standard & Poor’s 500^SM
	(U.K.) Inc.; Fidelity Research &	Index.
	Analysis Company; Fidelity
	Investments Japan Limited;
	Fidelity International Investment
	Advisors; Fidelity International
	Investment Advisors (U.K.)
	Limited
Franklin Templeton Variable	Franklin Advisory Services, LLC	Seeks long-term total return. The Fund
Insurance Products Trust –		normally invests at least 80% of its net
Franklin Small Cap Value		assets in investments of small
Securities Fund		capitalization companies.
ING Partners, Inc. – ING American	Directed Services LLC	Seeks long-term capital growth; income is
Century Small-Mid Cap Value		a secondary objective.
Portfolio	Subadviser: American Century
	Investment Management, Inc.
ING Investors Trust – ING	ING Investments, LLC	Seeks to maximize your level of current
American Funds Bond Portfolio		income and preserve your capital.
	Investment Adviser to the
	Master Funds: Capital Research
	Management Company
ING Investors Trust – ING	ING Investments, LLC	Seeks to make your investment grow.
American Funds Growth
Portfolio	Investment Adviser to Master
	Funds: Capital Research
	Management Company
ING Investors Trust – ING	ING Investments, LLC	Seeks to make your investment grow and
American Funds Growth-Income		provide you with income over time.
Portfolio	Investment Adviser to Master
	Funds: Capital Research
	Management Company

PRO.70600-10 B-2


Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
ING Investors Trust – ING	ING Investments, LLC	Seeks to make your investment grow over
American Funds International		time.
Portfolio	Investment Adviser to Master
	Funds: Capital Research
	Management Company
ING Balanced Portfolio	ING Investments, LLC	Prior to July 15, 2010, the Portfolio seeks
		to maximize investment return, consistent
	Subadviser: ING Investment	with reasonable safety of principal, by
	Management Co.	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.

		Effective July 15, 2010, the Portfolio seeks
		total return consisting of capital
		appreciation (both realized and unrealized)
		and current income; the secondary
		investment objective is long-term capital
		appreciation.
ING Partners, Inc. – ING Baron	Directed Services LLC	Seeks capital appreciation.
Small Cap Growth Portfolio
	Subadviser: BAMCO, Inc.
ING Investors Trust – ING	Directed Services LLC	A non-diversified Portfolio that seeks to
BlackRock Inflation Protected		maximize real return, consistent with
Bond Portfolio	Subadviser: BlackRock	preservation of real capital and prudent
	Financial Management, Inc.	investment management.
ING Investors Trust – ING	Directed Services LLC	Seeks long-term growth of capital.
BlackRock Large Cap Growth
Portfolio	Subadviser: BlackRock
	Investment Management, LLC
ING Variable Portfolios, Inc. – ING	ING Investments, LLC	Seeks long-term capital appreciation.
BlackRock Science and
Technology Opportunities	Subadviser: BlackRock
Portfolio	Advisors, LLC
ING Investors Trust – ING Clarion	ING Investments, LLC	A non-diversified Portfolio that seeks to
Global Real Estate Portfolio		provide investors with high total return,
	Subadviser: ING Clarion Real	consisting of capital appreciation and
	Estate Securities LLC	current income.
ING Partners, Inc. – ING Davis	Directed Services LLC	Seeks long-term growth of capital.
New York Venture Portfolio
	Subadviser: Davis Selected
	Advisers, L.P.
ING Investors Trust – ING DFA	Directed Services LLC	Seeks long-term capital appreciation.
Global All Equity Portfolio
	Subadviser: Dimensional Fund
	Advisors LP

PRO.70600-10 B-3


Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
ING Investors Trust – ING	Directed Services LLC	Seeks capital appreciation and secondarily,
Franklin Templeton Founding		income.
Strategy Portfolio
ING Variable Insurance Trust –	ING Investments, LLC	Seeks to achieve maximum total return and
ING GET U.S. Core Portfolio		minimal exposure of assets to a market
	Subadviser: ING Investment	value loss by participating, to the extent
	Management Co. (ING IM)	possible, in favorable equity market
		performance during the guarantee period.
ING Variable Funds – ING Growth	ING Investments, LLC	Seeks to maximize total return through
and Income Portfolio		investments in a diversified portfolio of
	Subadviser: ING Investment	common stocks and securities convertible
	Management Co.	into common stocks. It is anticipated that
		capital appreciation and investment income
		will both be major factors in achieving
		total return.
ING Variable Portfolios, Inc. – ING	ING Investments, LLC	Seeks to outperform the total return
Index Plus LargeCap Portfolio		performance of the Standard & Poor’s 500
	Subadviser: ING Investment	Composite Stock Price Index, while
	Management Co.	maintaining a market level of risk.
ING Variable Portfolios, Inc. – ING	ING Investments, LLC	Seeks to outperform the total return
Index Plus MidCap Portfolio		performance of the Standard & Poor’s
	Subadviser: ING Investment	MidCap 400 Index, while maintaining a
	Management Co.	market level of risk.
ING Variable Portfolios, Inc. – ING	ING Investments, LLC	Seeks to outperform the total return
Index Plus SmallCap Portfolio		performance of the Standard and Poor’s
	Subadviser: ING Investment	SmallCap 600 Index, while maintaining a
	Management Co.	market level of risk.
ING Intermediate Bond Portfolio	ING Investments, LLC	Seeks to maximize total return consistent
		with reasonable risk. The Portfolio seeks
	Subadviser: ING Investment	its objective through investments in a
	Management Co.	diversified portfolio consisting primarily of
		debt securities. It is anticipated that capital
		appreciation and investment income will
		both be major factors in achieving total
		return.
ING Variable Portfolios, Inc. – ING	ING Investments, LLC	Seeks investment (before fees and
International Index Portfolio		expenses) results that correspond to the
	Subadviser: ING Investment	total return of a widely accepted
	Management Co.	International Index.
ING Variable Products Trust – ING	ING Investments, LLC	Seeks long-term capital appreciation.
International Value Portfolio
	Subadviser: ING Investment
	Management Co.
ING Investors Trust – ING	Directed Services LLC	Seeks capital appreciation.
JPMorgan Emerging Markets
Equity Portfolio	Subadviser: J.P. Morgan
	Investment Management Inc.

PRO.70600-10 B-4


Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
ING Partners, Inc. – ING	Directed Services LLC	Seeks growth from capital appreciation.
JPMorgan Mid Cap Value
Portfolio	Subadviser: J.P. Morgan
	Investment Management Inc.
ING Partners, Inc. – ING Legg	Directed Services LLC	Seeks long-term growth of capital.
Mason Partners ClearBridge
Growth Portfolio	Subadviser: ClearBridge
	Advisors, LLC
ING Investors Trust – ING Liquid	Directed Services LLC	Seeks high level of current income
Assets Portfolio		consistent with the preservation of capital
	Subadviser: ING Investment	and liquidity.
	Management Co.
ING Investors Trust – ING Marsico	Directed Services LLC	Seeks long-term growth of capital.
International Opportunities
Portfolio	Subadviser: Marsico Capital
	Management, LLC
ING Investors Trust – ING MFS	Directed Services LLC	Seeks above-average income (compared to
Total Return Portfolio		a portfolio entirely invested in equity
	Subadviser: Massachusetts	securities) consistent with the prudent
	Financial Services Company	employment of capital. Secondarily seeks
		reasonable opportunity for growth of
		capital and income.
ING Investors Trust – ING MFS	Directed Services LLC	Seeks total return.
Utilities Portfolio
	Subadviser: Massachusetts
	Financial Services Company
ING Variable Products Trust – ING	ING Investments, LLC	Seeks long-term capital appreciation.
MidCap Opportunities Portfolio
	Subadviser: ING Investment
	Management Co.
ING Partners, Inc. – ING	Directed Services LLC	Seeks capital appreciation.
Oppenheimer Global Portfolio
	Subadviser: OppenheimerFunds,
	Inc.
ING Partners, Inc. – ING	Directed Services LLC	Seeks a high level of current income
Oppenheimer Global Strategic		principally derived from interest on debt
Income Portfolio	Subadviser: OppenheimerFunds,	securities.
	Inc.
ING Variable Portfolios, Inc. – ING	ING Investments, LLC	Seeks growth of capital primarily through
Opportunistic LargeCap Portfolio		investment in a diversified portfolio of
	Subadviser: ING Investment	common stocks.
	Management Co.
ING Investors Trust – ING PIMCO	Directed Services LLC	Seeks maximum total return, consistent
High Yield Portfolio		with preservation of capital and prudent
	Subadviser: Pacific Investment	investment management.
	Management Company LLC

PRO.70600-10 B-5


Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
ING Investors Trust – ING PIMCO	Directed Services LLC	Seeks maximum total return, consistent
Total Return Bond Portfolio		with preservation of capital and prudent
	Subadviser: Pacific Investment	investment management.
	Management Company LLC
ING Investors Trust – ING Pioneer	Directed Services LLC	Seeks reasonable income and capital
Fund Portfolio		growth.
	Subadviser: Pioneer Investment
	Management, Inc.
ING Investors Trust – ING Pioneer	Directed Services LLC	Seeks capital appreciation.
Mid Cap Value Portfolio
	Subadviser: Pioneer Investment
	Management, Inc.
ING Variable Portfolios, Inc. – ING	ING Investments, LLC	A non-diversified Portfolio that seeks
Russell^TMLarge Cap Growth		investment results (before fees and
Index Portfolio	Subadviser: ING Investment	expenses) that correspond to the total
	Management Co.	return of the Russell Top 200^®Growth
		Index.
ING Variable Portfolios, Inc. – ING	ING Investments, LLC	Seeks growth of capital primarily through
Small Company Portfolio		investment in a diversified portfolio of
	Subadviser: ING Investment	common stocks of companies with smaller
	Management Co.	market capitalizations.
ING Variable Products Trust – ING	ING Investments, LLC	Seeks long-term capital appreciation.
SmallCap Opportunities Portfolio
	Subadviser: ING Investment
	Management Co.
ING Partners, Inc. – ING Solution	Directed Services LLC	Seeks to provide a combination of total
Income Portfolio		return and stability of principal consistent
	Asset Allocation Committee	with an asset allocation targeted to
		retirement.
ING Partners, Inc. – ING Solution	Directed Services LLC	Until the day prior to its Target Date, the
2015 Portfolio		Portfolio seeks to provide total return
	Asset Allocation Committee	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	Directed Services LLC	Until the day prior to its Target Date, the
2025 Portfolio		Portfolio seeks to provide total return
	Asset Allocation Committee	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.70600-10 B-6


Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
ING Partners, Inc. – ING Solution	Directed Services LLC	Until the day prior to its Target Date, the
2035 Portfolio		Portfolio seeks to provide total return
	Asset Allocation Committee	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	Directed Services LLC	Until the day prior to its Target Date, the
2045 Portfolio		Portfolio seeks to provide total return
	Asset Allocation Committee	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,	ING Investments, LLC	Seeks to provide total return (i.e., income
Inc. – ING Strategic Allocation		and capital appreciation, both realized and
Conservative Portfolio	Subadviser: ING Investment	unrealized) consistent with preservation of
	Management Co.	capital.
ING Strategic Allocation Portfolios,	ING Investments, LLC	Seeks to provide capital appreciation.
Inc. – ING Strategic Allocation
Growth Portfolio	Subadviser: ING Investment
	Management Co.
ING Strategic Allocation Portfolios,	ING Investments, LLC	Seeks to provide total return (i.e., income
Inc. – ING Strategic Allocation		and capital appreciation, both realized and
Moderate Portfolio	Subadviser: ING Investment	unrealized).
	Management Co.
ING Investors Trust – ING T. Rowe	Directed Services LLC	Seeks, over the long-term, a high total
Price Capital Appreciation		investment return, consistent with the
Portfolio	Subadviser: T. Rowe Price	preservation of capital and prudent
	Associates, Inc.	investment risk.
ING Partners, Inc. – ING T. Rowe	Directed Services LLC	Seeks long-term capital appreciation.
Price Diversified Mid Cap
Growth Portfolio	Subadviser: T. Rowe Price
	Associates, Inc.
ING Investors Trust – ING T. Rowe	Directed Services LLC	Seeks substantial dividend income as well
Price Equity Income Portfolio		as long-term growth of capital.
	Subadviser: T. Rowe Price
	Associates, Inc.
ING Partners, Inc. – ING T. Rowe	Directed Services LLC	Seeks long-term capital growth, and
Price Growth Equity Portfolio		secondarily, increasing dividend income.
	Subadviser: T. Rowe Price
	Associates, Inc.
ING Partners, Inc. – ING	Directed Services LLC	Seeks long-term capital growth.
Templeton Foreign Equity
Portfolio	Subadviser: Templeton
	Investment Counsel, LLC

PRO.70600-10 B-7


Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)
ING Partners, Inc. – ING	Directed Services LLC	Seeks capital appreciation.
Thornburg Value Portfolio
	Subadviser: Thornburg
	Investment Management
ING Partners, Inc. – ING UBS U.S.	Directed Services LLC	Seeks long-term growth of capital and
Large Cap Equity Portfolio		future income.
	Subadviser: UBS Global Asset
	Management (Americas) Inc.
ING Variable Portfolios, Inc. – ING	ING Investments, LLC	Seeks investment results (before fees and
U.S. Bond Index Portfolio		expenses) that correspond to the total
	Subadviser: Neuberger Berman	return of the Barclays Capital U.S.
	Fixed Income LLC	Aggregate Bond Index^®.
ING Partners, Inc. – ING Van	Directed Services LLC	Seeks capital growth and income.
Kampen Comstock Portfolio
	Subadviser: Van Kampen
ING Partners, Inc. – ING Van	Directed Services LLC	Seeks total return, consisting of long-term
Kampen Equity and Income		capital appreciation and current income.
Portfolio	Subadviser: Van Kampen
ING Investors Trust – ING Wells	Directed Services LLC	Seeks long-term capital growth.
Fargo Omega Growth Portfolio
	Subadviser: Wells Capital
	Management, Inc.
ING Variable Portfolios, Inc. – ING	ING Investments, LLC	Seeks investment returns that closely
WisdomTree^SMGlobal High-		correspond to the price and yield
Yielding Equity Index Portfolio*	Subadviser: ING Investment	performance (before fees and expenses) of
	Management Co.	the WisdomTree^SMGlobal High-Yielding
* WisdomTree^SMis a servicemark of		Equity Index.
WisdomTree Investments
Oppenheimer Variable Account	OppenheimerFunds, Inc.	Seeks capital appreciation.
Funds – Oppenheimer Main
Street Small Cap Fund^®/VA
PIMCO Variable Insurance Trust –	Pacific Investment Management	Seeks maximum real return, consistent
Real Return Portfolio	Company LLC (PIMCO)	with preservation of real capital and
		prudent investment management.
Pioneer Variable Contracts Trust –	Pioneer Investment Management,	Seeks current income and long-term
Pioneer Equity Income VCT	Inc.	growth of capital from a portfolio
Portfolio		consisting primarily of income producing
		equity securities of U.S. corporations.

PRO.70600-10 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.70600-10 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.70600-10 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.70600-10 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
April 30, 2010. 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.70600-10 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.70600-10 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.70600-10 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**
*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**
*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.70600-10 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.70600-10 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.70600-10 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.70600-10 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, 2009 and the Maximum Annual Withdrawal is $5,000. Also assume
RMDs, applicable to this contract, are $6,000 and $5,000 for 2010 and 2011calendar years respectively.

Between July 1, 2009 and December 31, 2010, a withdrawal of $5,000 is taken which exhausts the Maximum Annual
Withdrawal.

On January 1, 2010, the Additional Withdrawal Amount is set equal to the excess of the 2010 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, 2010 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 2010.

January 1, 2011, the Additional Withdrawal Amount is set equal to the excess of the 2011 RMD above the existing
Maximum Annual Withdrawal, $0 ($5,000 – $5,000). Note that the Additional Withdrawal Amount of $1,000 from
the 2010 calendar year carries over into the 2011 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 4.12%
($2,000 / $48,500) to $4,794 ((1 – 4.12%) * $5,000).

PRO.70600-10 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.70600-10 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 ($30,000), 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 ($1,000) 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 ($6,000).

PRO.70600-10 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.70600-10 K-1

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.70600-10 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.70600-10 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 4% 5%	Age 59½ – 64 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.70600-10 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.70600-10 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 WisdomTree^SMGlobal 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.

PRO.70600-10 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.70600-10 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;
11)	change of owner from a trust to an individual where the individual owner and the grantor of the trust are the same individual; and
12)	change of owner pursuant to a court order.

PRO.70600-10 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.70600-10 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.70600-10 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.70600-10 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.70600-10 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.

PRO.70600-10 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 WisdomTree^SMGlobal 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.70600-10 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.70600-10 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.70600-10 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.

***

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%

PRO.70600-10 K-17

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.70600-10 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.”

PRO.70600-10 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.70600-10 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.

PRO.70600-10 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 WisdomTree^SMGlobal 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.

PRO.70600-10 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.

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.70600-10 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.70600-10 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%

PRO.70600-10 K-25

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.70600-10 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 65^thbirthday 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 65^thbirthday, 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 65^thbirthday 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 65^thbirthday. 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.70600-10 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.70600-10 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 dditional 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.70600-10 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.70600-10 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 WisdomTree^SMGlobal 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.

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.70600-10 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.70600-10 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.70600-10 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.70600-10 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.70600-10 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.70600-10 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 dditional 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.70600-10 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.70600-10 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 WisdomTree^SMGlobal 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.

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.70600-10 L-5

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.70600-10 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.70600-10 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.70600-10 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.70600-10 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.70600-10 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.
7)

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.70600-10 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.70600-10 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 WisdomTree^SMGlobal 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.

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.70600-10 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.70600-10 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.70600-10 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.70600-10 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 CHOICE^SM

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:

April 30, 2010


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
Experts	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.70600-10 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.

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.

Experts

The statements of assets and liabilities of Separate Account B as of December 31, 2009, and the related
statements of operations and changes in net assets for the periods disclosed in the financial statements, and
the financial statements of ING USA Annuity and Life Insurance Company as of December 31, 2009 and
2008, and for each of the three years in the period ended December 31, 2009, included in the Statement of
Additional Information, have been audited by Ernst & Young LLP, independent registered public accounting
firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such
reports given on the authority of such firm as experts in accounting and auditing.

The primary business address of Ernst & Young LLP is Suite 1000, 55 Ivan Allen Jr. Boulevard, Atlanta,
GA 30308.

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 2009, 2008 and 2007 commissions paid by ING USA, including amounts
paid by its affiliated Company, RLNY, to Directed Services LLC aggregated $275,329,257, $622,486,274
and $568,432,009, 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.70600-10 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 $123,231,239, $139,224,091 and $109,907,841 for the
years ended 2009, 2008 and 2007, 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.70600-10 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.

SAI.70600-10 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, 2009
                Statements of Operations for the year ended December 31, 2009
                Statements of Changes in Net Assets for the years ended December 31, 2009 and 2008
         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, 2009, 2008 and 2007
                Balance Sheets as of December 31, 2009 and 2008
                Statements of Changes in Shareholder’s Equity for the years ended December 31, 2009, 2008
                and 2007
                Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
       Notes to Financial Statements

SAI.70600-10 4

part1-ingusasabye2009.htm - Generated by SEC Publisher for SEC Filing

FINANCIAL STATEMENTS

ING USA Annuity and Life Insurance Company

Separate Account B

Year ended December 31, 2009

with Report of Independent Registered Public Accounting Firm

This page intentionally left blank.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Financial Statements

Year ended December 31, 2009


Contents

Report of Independent Registered Public Accounting Firm	1

Audited Financial Statements

Statements of Assets and Liabilities	4
Statements of Operations	37
Statements of Changes in Net Assets	76
Notes to Financial Statements	125

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 investment divisions (the “Divisions”) constituting ING USA Annuity and Life Insurance Company Separate Account B (the “Account”) as of December 31, 2009, 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 Evergreen Health Sciences Portfolio - Service Class
BlackRock Variable Series Funds, Inc.:	ING Evergreen Omega Portfolio - Service Class
BlackRock Global Allocation V.I. Fund - Class III	ING Evergreen Omega Portfolio - Service 2 Class
Columbia Funds Variable Insurance Trust:	ING FMR^SMDiversified Mid Cap Portfolio - Service Class
Columbia Asset Allocation Fund, Variable Series - Class A	ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class
Columbia Federal Securities Fund, Variable Series - Class A	ING Focus 5 Portfolio - Service Class
Columbia Large Cap Growth Fund, Variable Series - Class A	ING Franklin Income Portfolio - Service Class
Columbia Small Cap Value Fund, Variable Series - Class B	ING Franklin Income Portfolio - Service 2 Class
Columbia Small Company Growth Fund, Variable Series -	ING Franklin Mutual Shares Portfolio - Service Class
Class A	ING Franklin Templeton Founding Strategy Portfolio - Service
Fidelity® Variable Insurance Products:	Class
Fidelity® VIP Equity-Income Portfolio - Service Class 2	ING Global Resources Portfolio - Service Class
Fidelity® Variable Insurance Products II:	ING Global Resources Portfolio - Service 2 Class
Fidelity® VIP Contrafund® Portfolio - Service Class 2	ING Growth and Income Portfolio II - Service Class
Franklin Templeton Variable Insurance Products Trust:	ING Growth and Income Portfolio II - Service 2 Class
Franklin Small Cap Value Securities Fund - Class 2	ING Index Plus International Equity Portfolio - Service Class
ING Balanced Portfolio, Inc.:	ING Index Plus International Equity Portfolio - Service 2 Class
ING Balanced Portfolio - Class S	ING International Growth Opportunities Portfolio - Service Class
ING Intermediate Bond Portfolio:	ING International Growth Opportunities Portfolio - Service 2
ING Intermediate Bond Portfolio - Class S	Class
ING Investors Trust:	ING Janus Contrarian Portfolio - Service Class
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class	ING Janus Contrarian Portfolio - Service 2 Class
ING AllianceBernstein Mid Cap Growth Portfolio - Service 2	ING JPMorgan Emerging Markets Equity Portfolio - Service
Class	Class
ING American Funds Asset Allocation Portfolio	ING JPMorgan Emerging Markets Equity Portfolio - Service 2
ING American Funds Bond Portfolio	Class
ING American Funds Growth Portfolio	ING JPMorgan Small Cap Core Equity Portfolio - Service Class
ING American Funds Growth-Income Portfolio	ING JPMorgan Small Cap Core Equity Portfolio - Service 2
ING American Funds International Portfolio	Class
ING American Funds World Allocation Portfolio - Service Class	ING JPMorgan Value Opportunities Portfolio - Service Class
ING Artio Foreign Portfolio - Service Class	ING JPMorgan Value Opportunities Portfolio - Service 2 Class
ING Artio Foreign Portfolio - Service 2 Class	ING LifeStyle Aggressive Growth Portfolio - Service Class
ING BlackRock Inflation Protected Bond Portfolio - Service	ING LifeStyle Aggressive Growth Portfolio - Service 2 Class
Class	ING LifeStyle Conservative Portfolio - Service Class
ING BlackRock Large Cap Growth Portfolio - Institutional Class	ING LifeStyle Conservative Portfolio - Service 2 Class
ING BlackRock Large Cap Growth Portfolio - Service Class	ING LifeStyle Growth Portfolio - Service Class
ING BlackRock Large Cap Value Portfolio - Service Class	ING LifeStyle Growth Portfolio - Service 2 Class
ING BlackRock Large Cap Value Portfolio - Service 2 Class	ING LifeStyle Moderate Growth Portfolio - Service Class
ING Clarion Global Real Estate Portfolio - Service Class	ING LifeStyle Moderate Growth Portfolio - Service 2 Class
ING Clarion Global Real Estate Portfolio - Service 2 Class	ING LifeStyle Moderate Portfolio - Service Class
ING Clarion Real Estate Portfolio - Service Class	ING LifeStyle Moderate Portfolio - Service 2 Class
ING Clarion Real Estate Portfolio - Service 2 Class	ING Limited Maturity Bond Portfolio - Service Class
	ING Liquid Assets Portfolio - Service Class


ING Investors Trust (continued):	ING Partners, Inc. (continued):
ING Liquid Assets Portfolio - Service 2 Class	ING Solution 2015 Portfolio - Service Class
ING Lord Abbett Affiliated Portfolio - Service Class	ING Solution 2025 Portfolio - Service Class
ING Lord Abbett Affiliated Portfolio - Service 2 Class	ING Solution 2035 Portfolio - Service Class
ING Marsico Growth Portfolio - Service Class	ING Solution 2045 Portfolio - Service Class
ING Marsico Growth Portfolio - Service 2 Class	ING Solution Income Portfolio - Service Class
ING Marsico International Opportunities Portfolio - Service	ING T. Rowe Price Diversified Mid Cap Growth Portfolio -
Class	Service Class
ING MFS Total Return Portfolio - Service Class	ING T. Rowe Price Growth Equity Portfolio - Service Class
ING MFS Total Return Portfolio - Service 2 Class	ING Templeton Foreign Equity Portfolio - Service Class
ING MFS Utilities Portfolio - Service Class	ING Thornburg Value Portfolio - Initial Class
ING Multi-Manager International Small Cap Portfolio - Class S	ING Thornburg Value Portfolio - Service Class
ING Oppenheimer Active Allocation Portfolio - Service Class	ING UBS U.S. Large Cap Equity Portfolio - Service Class
ING Oppenheimer Main Street Portfolio® - Service Class	ING Van Kampen Comstock Portfolio - Service Class
ING Oppenheimer Main Street Portfolio® - Service 2 Class	ING Van Kampen Equity and Income Portfolio - Initial Class
ING PIMCO High Yield Portfolio - Service Class	ING Van Kampen Equity and Income Portfolio - Service Class
ING PIMCO Total Return Bond Portfolio - Service Class	ING Strategic Allocation Portfolios, Inc.:
ING PIMCO Total Return Bond Portfolio - Service 2 Class	ING Strategic Allocation Conservative Portfolio - Class S
ING Pioneer Fund Portfolio - Service Class	ING Strategic Allocation Growth Portfolio - Class S
ING Pioneer Mid Cap Value Portfolio - Service Class	ING Strategic Allocation Moderate Portfolio - Class S
ING Retirement Conservative Portfolio - Adviser Class	ING Variable Funds:
ING Retirement Growth Portfolio - Adviser Class	ING Growth and Income Portfolio - Class I
ING Retirement Moderate Growth Portfolio - Adviser Class	ING Growth and Income Portfolio - Class S
ING Retirement Moderate Portfolio - Adviser Class	ING Variable Insurance Trust:
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	ING GET U.S. Core Portfolio - Series 3
ING T. Rowe Price Capital Appreciation Portfolio - Service 2	ING GET U.S. Core Portfolio - Series 4
Class	ING GET U.S. Core Portfolio - Series 5
ING T. Rowe Price Equity Income Portfolio - Service Class	ING GET U.S. Core Portfolio - Series 6
ING T. Rowe Price Equity Income Portfolio - Service 2 Class	ING GET U.S. Core Portfolio - Series 7
ING Templeton Global Growth Portfolio - Service Class	ING GET U.S. Core Portfolio - Series 8
ING Templeton Global Growth Portfolio - Service 2 Class	ING GET U.S. Core Portfolio - Series 9
ING Van Kampen Capital Growth Portfolio - Service Class	ING GET U.S. Core Portfolio - Series 10
ING Van Kampen Capital Growth Portfolio - Service 2 Class	ING GET U.S. Core Portfolio - Series 11
ING Van Kampen Global Franchise Portfolio - Service Class	ING GET U.S. Core Portfolio - Series 12
ING Van Kampen Global Franchise Portfolio - Service 2 Class	ING GET U.S. Core Portfolio - Series 13
ING Van Kampen Global Tactical Asset Allocation Portfolio -	ING GET U.S. Core Portfolio - Series 14
Service Class	ING Variable Portfolios, Inc.:
ING Van Kampen Growth and Income Portfolio - Service Class	ING BlackRock Science and Technology Opportunities
ING Van Kampen Growth and Income Portfolio - Service 2 Class	Portfolio - Class S
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	ING Dow Jones Euro STOXX 50 Index Portfolio - Class A
ING Wells Fargo Small Cap Disciplined Portfolio - Service 2	ING FTSE 100 Index Portfolio - Class A
Class	ING Global Equity Option Portfolio - Class S
ING Mutual Funds:	ING Hang Seng Index Portfolio - Class S
ING Diversified International Fund - Class R	ING Index Plus LargeCap Portfolio - Class S
ING Partners, Inc.:	ING Index Plus MidCap Portfolio - Class S
ING American Century Large Company Value Portfolio - Service	ING Index Plus SmallCap Portfolio - Class S
Class	ING International Index Portfolio - Class S
ING American Century Small-Mid Cap Value Portfolio - Service	ING Japan Equity Index Portfolio - Class A
Class	ING Opportunistic Large Cap Growth Portfolio - Class S
ING Baron Small Cap Growth Portfolio - Service Class	ING Opportunistic Large Cap Portfolio - Class S
ING Columbia Small Cap Value Portfolio - Service Class	ING Russell™ Global Large Cap Index 75% Portfolio - Class S
ING Davis New York Venture Portfolio - Service Class	ING Russell™ Large Cap Growth Index Portfolio - Class S
ING JPMorgan Mid Cap Value Portfolio - Service Class	ING Russell™ Large Cap Index Portfolio - Class S
ING Legg Mason Partners Aggressive Growth Portfolio - Service	ING Russell™ Large Cap Value Index Portfolio - Class S
Class	ING Russell™ Mid Cap Growth Index Portfolio - Class S
ING Neuberger Berman Partners Portfolio - Service Class	ING Russell™ Mid Cap Index Portfolio - Class S
ING Oppenheimer Global Portfolio - Initial Class	ING Russell™ Small Cap Index Portfolio - Class S
ING Oppenheimer Global Portfolio - Service Class	ING Small Company Portfolio - Class S
ING Oppenheimer Strategic Income Portfolio - Service Class	ING U.S. Bond Index Portfolio - Class S
ING PIMCO Total Return Portfolio - Service Class	ING WisdomTree^SMGlobal High-Yielding Equity Index
	Portfolio - Class S


ING Variable Products Trust:	ProFunds:
ING International Value Portfolio - Class S	ProFund VP Bull
ING MidCap Opportunities Portfolio - Class S	ProFund VP Europe 30
ING SmallCap Opportunities Portfolio - Class S	ProFund VP Rising Rates Opportunity
Legg Mason Partners Variable Equity Trust:	Wells Fargo Funds Trust:
Legg Mason ClearBridge Variable Investors Portfolio	Wells Fargo Advantage Asset Allocation Fund
Legg Mason Global Currents Variable International All Cap	Wells Fargo Advantage C&B Large Cap Value Fund
Opportunity Portfolio	Wells Fargo Advantage Equity Income Fund
Legg Mason Partners Variable Income Trust:	Wells Fargo Advantage Large Company Growth Fund
Legg Mason Western Asset Variable High Income Portfolio	Wells Fargo Advantage Money Market Fund
Legg Mason Western Asset Variable Money Market Portfolio	Wells Fargo Advantage Small Cap Growth Fund
Oppenheimer Variable Account Funds:	Wells Fargo Advantage Total Return Bond Fund
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

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, 2009, 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, 2009, 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
April 9, 2010

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(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	Fund, Variable
	Series I Shares	Fund - Class III	Series - Class A	Series - Class A	Series - Class A
Assets
Investments in mutual funds
at fair value	$ 20,125	$ 975,691	$ 308	$ 22	$ 331
Total assets	20,125	975,691	308	22	331

Liabilities
Payable to related parties	4	86	-	-	-
Total liabilities	4	86	-	-	-
Net assets	$ 20,121	$ 975,605	$ 308	$ 22	$ 331

Net assets
Accumulation units	$ 20,121	$ 975,605	$ 308	$ 22	$ 331
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 20,121	$ 975,605	$ 308	$ 22	$ 331

Total number of mutual fund shares	3,072,463	72,704,284	27,782	2,183	13,255

Cost of mutual fund shares	$ 29,319	$ 876,339	$ 384	$ 22	$ 319

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(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	Portfolio -	Portfolio -	Securities
	Series - Class B	Series - Class A	Service Class 2	Service Class 2	Fund - Class 2
Assets
Investments in mutual funds
at fair value	$ 150,097	$ 25	$ 183,283	$ 795,775	$ 12,116
Total assets	150,097	25	183,283	795,775	12,116

Liabilities
Payable to related parties	31	-	29	92	1
Total liabilities	31	-	29	92	1
Net assets	$ 150,066	$ 25	$ 183,254	$ 795,683	$ 12,115

Net assets
Accumulation units	$ 150,066	$ 25	$ 183,254	$ 795,683	$ 12,115
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 150,066	$ 25	$ 183,254	$ 795,683	$ 12,115

Total number of mutual fund shares	10,736,565	2,618	11,061,137	39,220,048	948,798

Cost of mutual fund shares	$ 184,980	$ 30	$ 267,379	$ 1,050,736	$ 13,791

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


		ING	ING American
	ING Balanced	Intermediate	Funds Asset	ING American	ING American
	Portfolio -	Bond Portfolio -	Allocation	Funds Bond	Funds Growth
	Class S	Class S	Portfolio	Portfolio	Portfolio
Assets
Investments in mutual funds
at fair value	$ 6,900	$ 1,241,466	$ 306,235	$ 484,422	$ 2,104,719
Total assets	6,900	1,241,466	306,235	484,422	2,104,719

Liabilities
Payable to related parties	1	154	27	45	272
Total liabilities	1	154	27	45	272
Net assets	$ 6,899	$ 1,241,312	$ 306,208	$ 484,377	$ 2,104,447

Net assets
Accumulation units	$ 6,899	$ 1,241,312	$ 306,208	$ 484,377	$ 2,104,447
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 6,899	$ 1,241,312	$ 306,208	$ 484,377	$ 2,104,447

Total number of mutual fund shares	665,998	107,766,117	34,878,666	49,531,887	49,061,050

Cost of mutual fund shares	$ 8,579	$ 1,354,988	$ 274,661	$ 465,400	$ 2,503,105

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


			ING American
	ING American	ING American	Funds World	ING Artio	ING Artio
	Funds Growth-	Funds	Allocation	Foreign	Foreign
	Income	International	Portfolio -	Portfolio -	Portfolio -
	Portfolio	Portfolio	Service Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 1,376,562	$ 1,387,462	$ 102,089	$ 601,745	$ 46,743
Total assets	1,376,562	1,387,462	102,089	601,745	46,743

Liabilities
Payable to related parties	173	167	10	89	6
Total liabilities	173	167	10	89	6
Net assets	$ 1,376,389	$ 1,387,295	$ 102,079	$ 601,656	$ 46,737

Net assets
Accumulation units	$ 1,376,389	$ 1,387,295	$ 102,079	$ 601,656	$ 46,737
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 1,376,389	$ 1,387,295	$ 102,079	$ 601,656	$ 46,737

Total number of mutual fund shares	44,941,642	87,426,696	9,496,648	55,665,626	4,344,159

Cost of mutual fund shares	$ 1,624,898	$ 1,620,777	$ 87,437	$ 809,234	$ 58,192

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


ING BlackRock
	ING BlackRock	Large Cap	ING BlackRock	ING BlackRock	ING BlackRock
	Inflation	Growth	Large Cap	Large Cap	Large Cap
	Protected Bond	Portfolio -	Growth	Value	Value
	Portfolio -	Institutional	Portfolio -	Portfolio -	Portfolio -
	Service Class	Class	Service Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 159,413	$ 148	$ 130,186	$ 25,196	$ 2,189
Total assets	159,413	148	130,186	25,196	2,189

Liabilities
Payable to related parties	12	-	21	4	-
Total liabilities	12	-	21	4	-
Net assets	$ 159,401	$ 148	$ 130,165	$ 25,192	$ 2,189

Net assets
Accumulation units	$ 159,401	$ 148	$ 130,165	$ 25,192	$ 2,189
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 159,401	$ 148	$ 130,165	$ 25,192	$ 2,189

Total number of mutual fund shares	15,690,208	17,088	15,085,232	2,613,689	228,251

Cost of mutual fund shares	$ 156,790	$ 206	$ 142,493	$ 34,397	$ 2,893

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Clarion	ING Clarion
	Global Real	Global Real	ING Clarion	ING Clarion	ING Evergreen
	Estate	Estate	Real Estate	Real Estate	Health Sciences
	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	$ 151,054	$ 2,299	$ 307,293	$ 18,839	$ 179,844
Total assets	151,054	2,299	307,293	18,839	179,844

Liabilities
Payable to related parties	18	-	67	3	28
Total liabilities	18	-	67	3	28
Net assets	$ 151,036	$ 2,299	$ 307,226	$ 18,836	$ 179,816

Net assets
Accumulation units	$ 151,036	$ 2,299	$ 307,215	$ 18,836	$ 179,816
Contracts in payout (annuitization)	-	-	11	-	-
Total net assets	$ 151,036	$ 2,299	$ 307,226	$ 18,836	$ 179,816

Total number of mutual fund shares	16,383,250	248,232	17,312,274	1,065,575	17,477,523

Cost of mutual fund shares	$ 176,303	$ 2,854	$ 475,361	$ 27,673	$ 190,548

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Evergreen	ING Evergreen	ING FMR^SM	ING FMR^SM
	Omega	Omega	Diversified Mid	Diversified Mid	ING Focus 5
	Portfolio -	Portfolio -	Cap Portfolio -	Cap Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 93,446	$ 879	$ 766,152	$ 32,441	$ 154,328
Total assets	93,446	879	766,152	32,441	154,328

Liabilities
Payable to related parties	10	-	146	5	17
Total liabilities	10	-	146	5	17
Net assets	$ 93,436	$ 879	$ 766,006	$ 32,436	$ 154,311

Net assets
Accumulation units	$ 93,436	$ 879	$ 766,002	$ 32,436	$ 154,311
Contracts in payout (annuitization)	-	-	4	-	-
Total net assets	$ 93,436	$ 879	$ 766,006	$ 32,436	$ 154,311

Total number of mutual fund shares	8,097,589	76,331	64,654,137	2,746,895	21,921,546

Cost of mutual fund shares	$ 77,137	$ 835	$ 878,487	$ 36,648	$ 184,557

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


				ING Franklin
				Templeton
	ING Franklin	ING Franklin	ING Franklin	Founding	ING Global
	Income	Income	Mutual Shares	Strategy	Resources
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 431,703	$ 7,858	$ 187,560	$ 849,983	$ 692,165
Total assets	431,703	7,858	187,560	849,983	692,165

Liabilities
Payable to related parties	50	1	21	92	104
Total liabilities	50	1	21	92	104
Net assets	$ 431,653	$ 7,857	$ 187,539	$ 849,891	$ 692,061

Net assets
Accumulation units	$ 431,653	$ 7,857	$ 187,539	$ 849,891	$ 692,040
Contracts in payout (annuitization)	-	-	-	-	21
Total net assets	$ 431,653	$ 7,857	$ 187,539	$ 849,891	$ 692,061

Total number of mutual fund shares	46,023,731	839,568	25,906,027	109,533,888	38,755,045

Cost of mutual fund shares	$ 464,493	$ 7,974	$ 218,233	$ 963,629	$ 852,307

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


				ING JPMorgan	ING JPMorgan
	ING Global	ING Janus	ING Janus	Emerging	Emerging
	Resources	Contrarian	Contrarian	Markets Equity Markets Equity
	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	$ 28,493	$ 460,353	$ 21,859	$ 692,548	$ 33,340
Total assets	28,493	460,353	21,859	692,548	33,340

Liabilities
Payable to related parties	4	80	3	101	4
Total liabilities	4	80	3	101	4
Net assets	$ 28,489	$ 460,273	$ 21,856	$ 692,447	$ 33,336

Net assets
Accumulation units	$ 28,489	$ 460,273	$ 21,856	$ 692,443	$ 33,336
Contracts in payout (annuitization)	-	-	-	4	-
Total net assets	$ 28,489	$ 460,273	$ 21,856	$ 692,447	$ 33,336

Total number of mutual fund shares	1,606,169	43,470,500	2,077,838	34,065,343	1,651,306

Cost of mutual fund shares	$ 34,618	$ 657,804	$ 32,476	$ 666,216	$ 27,733

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING JPMorgan	ING JPMorgan
	Small Cap Core	Small Cap Core	ING Limited	ING Liquid	ING Liquid
	Equity	Equity	Maturity Bond	Assets	Assets
	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	$ 153,544	$ 34,231	$ 113,773	$ 1,495,189	$ 32,322
Total assets	153,544	34,231	113,773	1,495,189	32,322

Liabilities
Payable to related parties	21	5	25	225	4
Total liabilities	21	5	25	225	4
Net assets	$ 153,523	$ 34,226	$ 113,748	$ 1,494,964	$ 32,318

Net assets
Accumulation units	$ 153,523	$ 34,226	$ 113,730	$ 1,494,952	$ 32,318
Contracts in payout (annuitization)	-	-	18	12	-
Total net assets	$ 153,523	$ 34,226	$ 113,748	$ 1,494,964	$ 32,318

Total number of mutual fund shares	14,763,855	3,320,179	10,918,682	1,495,188,676	32,322,214

Cost of mutual fund shares	$ 189,219	$ 41,363	$ 121,128	$ 1,495,189	$ 32,322

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Lord	ING Lord			ING Marsico
	Abbett	Abbett	ING Marsico	ING Marsico	International
	Affiliated	Affiliated	Growth	Growth	Opportunities
	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	$ 57,713	$ 1,991	$ 460,554	$ 17,482	$ 175,890
Total assets	57,713	1,991	460,554	17,482	175,890

Liabilities
Payable to related parties	12	-	117	2	24
Total liabilities	12	-	117	2	24
Net assets	$ 57,701	$ 1,991	$ 460,437	$ 17,480	$ 175,866

Net assets
Accumulation units	$ 57,701	$ 1,991	$ 460,437	$ 17,480	$ 175,866
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 57,701	$ 1,991	$ 460,437	$ 17,480	$ 175,866

Total number of mutual fund shares	7,446,840	258,202	32,049,675	1,224,242	16,896,285

Cost of mutual fund shares	$ 79,641	$ 2,821	$ 405,175	$ 17,657	$ 243,648

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


				ING
				Oppenheimer
	ING MFS Total	ING MFS Total	ING MFS	Active	ING PIMCO
	Return	Return	Utilities	Allocation	High Yield
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 797,737	$ 34,340	$ 416,706	$ 23,534	$ 400,089
Total assets	797,737	34,340	416,706	23,534	400,089

Liabilities
Payable to related parties	151	5	68	2	64
Total liabilities	151	5	68	2	64
Net assets	$ 797,586	$ 34,335	$ 416,638	$ 23,532	$ 400,025

Net assets
Accumulation units	$ 797,586	$ 34,335	$ 416,638	$ 23,532	$ 400,025
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 797,586	$ 34,335	$ 416,638	$ 23,532	$ 400,025

Total number of mutual fund shares	58,228,991	2,525,035	34,725,480	2,423,666	41,460,037

Cost of mutual fund shares	$ 941,092	$ 43,051	$ 529,457	$ 19,526	$ 406,608

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING PIMCO	ING PIMCO		ING Pioneer	ING Retirement
	Total Return	Total Return	ING Pioneer	Mid Cap Value	Conservative
	Bond Portfolio -	Bond Portfolio -	Fund Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Adviser Class
Assets
Investments in mutual funds
at fair value	$ 2,982,374	$ 73,894	$ 51,957	$ 564,092	$ 400,463
Total assets	2,982,374	73,894	51,957	564,092	400,463

Liabilities
Payable to related parties	304	7	9	106	41
Total liabilities	304	7	9	106	41
Net assets	$ 2,982,070	$ 73,887	$ 51,948	$ 563,986	$ 400,422

Net assets
Accumulation units	$ 2,982,070	$ 73,887	$ 51,948	$ 563,952	$ 400,422
Contracts in payout (annuitization)	-	-	-	34	-
Total net assets	$ 2,982,070	$ 73,887	$ 51,948	$ 563,986	$ 400,422

Total number of mutual fund shares	244,056,817	6,076,850	5,334,401	60,137,741	48,017,180

Cost of mutual fund shares	$ 2,799,410	$ 67,992	$ 60,415	$ 649,331	$ 396,179

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


		ING Retirement		ING T. Rowe	ING T. Rowe
	ING Retirement	Moderate	ING Retirement	Price Capital	Price Capital
	Growth	Growth	Moderate	Appreciation	Appreciation
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Adviser Class	Adviser Class	Adviser Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 4,535,176	$ 3,108,623	$ 1,835,167	$ 2,513,726	$ 83,359
Total assets	4,535,176	3,108,623	1,835,167	2,513,726	83,359

Liabilities
Payable to related parties	764	398	218	378	11
Total liabilities	764	398	218	378	11
Net assets	$ 4,534,412	$ 3,108,225	$ 1,834,949	$ 2,513,348	$ 83,348

Net assets
Accumulation units	$ 4,534,412	$ 3,108,225	$ 1,834,949	$ 2,513,019	$ 83,348
Contracts in payout (annuitization)	-	-	-	329	-
Total net assets	$ 4,534,412	$ 3,108,225	$ 1,834,949	$ 2,513,348	$ 83,348

Total number of mutual fund shares	482,465,580	321,803,616	185,557,800	124,441,876	4,143,078

Cost of mutual fund shares	$ 4,447,317	$ 3,056,361	$ 1,809,764	$ 2,673,118	$ 97,641

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING T. Rowe	ING T. Rowe			ING Van
	Price Equity	Price Equity	ING Templeton	ING Templeton	Kampen Global
	Income	Income	Global Growth Global Growth		Franchise
	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	$ 652,672	$ 22,442	$ 299,514	$ 4,692	$ 272,644
Total assets	652,672	22,442	299,514	4,692	272,644

Liabilities
Payable to related parties	112	3	51	1	40
Total liabilities	112	3	51	1	40
Net assets	$ 652,560	$ 22,439	$ 299,463	$ 4,691	$ 272,604

Net assets
Accumulation units	$ 652,404	$ 22,439	$ 299,442	$ 4,691	$ 272,604
Contracts in payout (annuitization)	156	-	21	-	-
Total net assets	$ 652,560	$ 22,439	$ 299,463	$ 4,691	$ 272,604

Total number of mutual fund shares	62,696,598	2,168,338	28,149,829	443,477	21,707,350

Cost of mutual fund shares	$ 754,045	$ 28,238	$ 321,874	$ 5,650	$ 300,977

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


		ING Van	ING Van	ING Van
	ING Van	Kampen Global	Kampen	Kampen	ING Wells
	Kampen Global	Tactical Asset	Growth and	Growth and	Fargo Small
	Franchise	Allocation	Income	Income	Cap Disciplined
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service Class	Service 2 Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 60,909	$ 41,761	$ 482,274	$ 51,356	$ 16,531
Total assets	60,909	41,761	482,274	51,356	16,531

Liabilities
Payable to related parties	9	5	100	7	2
Total liabilities	9	5	100	7	2
Net assets	$ 60,900	$ 41,756	$ 482,174	$ 51,349	$ 16,529

Net assets
Accumulation units	$ 60,900	$ 41,756	$ 482,142	$ 51,349	$ 16,529
Contracts in payout (annuitization)	-	-	32	-	-
Total net assets	$ 60,900	$ 41,756	$ 482,174	$ 51,349	$ 16,529

Total number of mutual fund shares	4,880,542	4,332,053	24,936,596	2,666,444	2,045,916

Cost of mutual fund shares	$ 62,733	$ 38,865	$ 547,391	$ 64,067	$ 15,420

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Wells		ING American	ING Baron	ING Columbia
	Fargo Small		Century Small-	Small Cap	Small Cap
	Cap Disciplined	ING Diversified	Mid Cap Value	Growth	Value
	Portfolio -	International	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Fund - Class R	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 425	$ 203	$ 2,051	$ 288,247	$ 156,347
Total assets	425	203	2,051	288,247	156,347

Liabilities
Payable to related parties	-	-	-	-	17
Total liabilities	-	-	-	-	17
Net assets	$ 425	$ 203	$ 2,051	$ 288,247	$ 156,330

Net assets
Accumulation units	$ 425	$ 203	$ 2,051	$ 288,247	$ 156,330
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 425	$ 203	$ 2,051	$ 288,247	$ 156,330

Total number of mutual fund shares	52,748	23,574	209,267	19,242,145	18,590,599

Cost of mutual fund shares	$ 568	$ 281	$ 1,600	$ 307,460	$ 162,630

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


			ING Legg
			Mason Partners	ING	ING
	ING Davis New ING JPMorgan		Aggressive	Oppenheimer	Oppenheimer
	York Venture	Mid Cap Value	Growth	Global	Global
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Initial Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 267,020	$ 67,921	$ 89,410	$ 7,416	$ 124,392
Total assets	267,020	67,921	89,410	7,416	124,392

Liabilities
Payable to related parties	25	6	17	1	16
Total liabilities	25	6	17	1	16
Net assets	$ 266,995	$ 67,915	$ 89,393	$ 7,415	$ 124,376

Net assets
Accumulation units	$ 266,995	$ 67,915	$ 89,393	$ 7,415	$ 124,376
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 266,995	$ 67,915	$ 89,393	$ 7,415	$ 124,376

Total number of mutual fund shares	16,762,065	5,973,700	2,347,341	609,388	10,506,062

Cost of mutual fund shares	$ 290,374	$ 60,856	$ 97,990	$ 7,759	$ 154,402

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING
	Oppenheimer
	Strategic	ING PIMCO
	Income	Total Return	ING Solution	ING Solution	ING Solution
	Portfolio -	Portfolio -	2015 Portfolio -	2025 Portfolio -	2035 Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 8,547	$ 9,629	$ 16,961	$ 16,850	$ 11,036
Total assets	8,547	9,629	16,961	16,850	11,036

Liabilities
Payable to related parties	-	-	1	1	1
Total liabilities	-	-	1	1	1
Net assets	$ 8,547	$ 9,629	$ 16,960	$ 16,849	$ 11,035

Net assets
Accumulation units	$ 8,547	$ 9,629	$ 16,960	$ 16,849	$ 11,035
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 8,547	$ 9,629	$ 16,960	$ 16,849	$ 11,035

Total number of mutual fund shares	813,992	831,533	1,667,741	1,696,868	1,102,533

Cost of mutual fund shares	$ 8,933	$ 9,458	$ 18,051	$ 17,258	$ 12,717

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


			ING T. Rowe
			Price	ING T. Rowe
		ING Solution	Diversified Mid	Price Growth	ING Templeton
	ING Solution	Income	Cap Growth	Equity	Foreign Equity
	2045 Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 1,384	$ 6,919	$ 9,112	$ 97,651	$ 241,257
Total assets	1,384	6,919	9,112	97,651	241,257

Liabilities
Payable to related parties	-	-	-	11	29
Total liabilities	-	-	-	11	29
Net assets	$ 1,384	$ 6,919	$ 9,112	$ 97,640	$ 241,228

Net assets
Accumulation units	$ 1,384	$ 6,919	$ 9,112	$ 97,640	$ 241,228
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 1,384	$ 6,919	$ 9,112	$ 97,640	$ 241,228

Total number of mutual fund shares	138,357	668,492	1,380,616	2,110,471	23,287,346

Cost of mutual fund shares	$ 1,621	$ 7,190	$ 8,797	$ 84,610	$ 267,152

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


			ING UBS U.S.	ING Van	ING Van
	ING Thornburg	ING Thornburg	Large Cap	Kampen	Kampen Equity
	Value	Value	Equity	Comstock	and Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Initial Class	Service Class	Service Class	Service Class	Initial Class
Assets
Investments in mutual funds
at fair value	$ 1,479	$ 7,717	$ 6,503	$ 164,293	$ 2,346
Total assets	1,479	7,717	6,503	164,293	2,346

Liabilities
Payable to related parties	-	1	-	22	25
Total liabilities	-	1	-	22	25
Net assets	$ 1,479	$ 7,716	$ 6,503	$ 164,271	$ 2,321

Net assets
Accumulation units	$ 1,479	$ 7,716	$ 6,503	$ 164,271	$ 2,321
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 1,479	$ 7,716	$ 6,503	$ 164,271	$ 2,321

Total number of mutual fund shares	50,675	266,020	812,917	18,336,310	75,589

Cost of mutual fund shares	$ 1,295	$ 8,330	$ 8,299	$ 204,691	$ 2,506

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Van	ING Strategic	ING Strategic	ING Strategic
	Kampen Equity	Allocation	Allocation	Allocation	ING Growth
	and Income	Conservative	Growth	Moderate	and Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Class S	Class S	Class S	Class I
Assets
Investments in mutual funds
at fair value	$ 189,556	$ 1,353	$ 589	$ 657	$ 109
Total assets	189,556	1,353	589	657	109

Liabilities
Payable to related parties	-	-	-	-	-
Total liabilities	-	-	-	-	-
Net assets	$ 189,556	$ 1,353	$ 589	$ 657	$ 109

Net assets
Accumulation units	$ 189,556	$ 1,353	$ 589	$ 657	$ 109
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 189,556	$ 1,353	$ 589	$ 657	$ 109

Total number of mutual fund shares	6,152,406	139,081	63,208	68,919	5,606

Cost of mutual fund shares	$ 206,336	$ 1,628	$ 837	$ 867	$ 137

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Growth
	and Income	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Class S	Series 5	Series 6	Series 7	Series 8
Assets
Investments in mutual funds
at fair value	$ 453,956	$ 14,319	$ 14,420	$ 10,452	$ 5,548
Total assets	453,956	14,319	14,420	10,452	5,548

Liabilities
Payable to related parties	97	2	2	2	1
Total liabilities	97	2	2	2	1
Net assets	$ 453,859	$ 14,317	$ 14,418	$ 10,450	$ 5,547

Net assets
Accumulation units	$ 453,859	$ 14,317	$ 14,418	$ 10,450	$ 5,547
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 453,859	$ 14,317	$ 14,418	$ 10,450	$ 5,547

Total number of mutual fund shares	23,545,420	1,847,641	1,778,089	1,323,049	698,691

Cost of mutual fund shares	$ 464,492	$ 17,584	$ 17,134	$ 12,612	$ 6,659

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(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 9	Series 10	Series 11	Series 12	Series 13
Assets
Investments in mutual funds
at fair value	$ 5,145	$ 4,090	$ 5,719	$ 2,232	$ 15,808
Total assets	5,145	4,090	5,719	2,232	15,808

Liabilities
Payable to related parties	1	-	1	-	2
Total liabilities	1	-	1	-	2
Net assets	$ 5,144	$ 4,090	$ 5,718	$ 2,232	$ 15,806

Net assets
Accumulation units	$ 5,144	$ 4,090	$ 5,718	$ 2,232	$ 15,806
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 5,144	$ 4,090	$ 5,718	$ 2,232	$ 15,806

Total number of mutual fund shares	653,757	509,966	728,504	290,261	1,674,619

Cost of mutual fund shares	$ 6,197	$ 4,915	$ 6,743	$ 2,727	$ 16,825

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


ING BlackRock
		Science and	ING Dow Jones
		Technology	Euro STOXX	ING FTSE 100	ING Hang Seng
	ING GET U.S.	Opportunities	50 Index	Index	Index
	Core Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Series 14	Class S	Class A	Class A	Class S
Assets
Investments in mutual funds
at fair value	$ 45,371	$ 223,284	$ 608	$ 755	$ 41,691
Total assets	45,371	223,284	608	755	41,691

Liabilities
Payable to related parties	13	30	-	-	5
Total liabilities	13	30	-	-	5
Net assets	$ 45,358	$ 223,254	$ 608	$ 755	$ 41,686

Net assets
Accumulation units	$ 45,358	$ 223,254	$ 608	$ 755	$ 41,686
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 45,358	$ 223,254	$ 608	$ 755	$ 41,686

Total number of mutual fund shares	4,569,068	45,016,949	52,317	65,105	3,199,642

Cost of mutual fund shares	$ 46,444	$ 192,320	$ 608	$ 748	$ 40,029

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


				ING
	ING Index Plus	ING Index Plus	ING Index Plus	International	ING Japan
	LargeCap	MidCap	SmallCap	Index	Equity Index
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S	Class A
Assets
Investments in mutual funds
at fair value	$ 174,368	$ 127,744	$ 94,482	$ 69,596	$ 324
Total assets	174,368	127,744	94,482	69,596	324

Liabilities
Payable to related parties	31	19	14	8	-
Total liabilities	31	19	14	8	-
Net assets	$ 174,337	$ 127,725	$ 94,468	$ 69,588	$ 324

Net assets
Accumulation units	$ 174,337	$ 127,725	$ 94,468	$ 69,588	$ 324
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 174,337	$ 127,725	$ 94,468	$ 69,588	$ 324

Total number of mutual fund shares	14,141,791	10,042,755	8,280,638	8,518,443	33,083

Cost of mutual fund shares	$ 232,911	$ 174,943	$ 131,995	$ 62,006	$ 322

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING	ING Russell™	ING Russell™	ING Russell™	ING Russell™
	Opportunistic	Global Large	Large Cap	Large Cap	Large Cap
	Large Cap	Cap Index 75%	Growth Index	Index	Value Index
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S	Class S
Assets
Investments in mutual funds
at fair value	$ 11,222	$ 17,238	$ 141,921	$ 372,581	$ 24,009
Total assets	11,222	17,238	141,921	372,581	24,009

Liabilities
Payable to related parties	3	1	27	84	4
Total liabilities	3	1	27	84	4
Net assets	$ 11,219	$ 17,237	$ 141,894	$ 372,497	$ 24,005

Net assets
Accumulation units	$ 11,219	$ 17,237	$ 141,894	$ 372,497	$ 24,005
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 11,219	$ 17,237	$ 141,894	$ 372,497	$ 24,005

Total number of mutual fund shares	1,176,274	1,730,711	11,070,245	41,910,072	1,899,466

Cost of mutual fund shares	$ 15,311	$ 14,328	$ 120,865	$ 316,306	$ 20,764

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Russell™		ING Russell™
	Mid Cap	ING Russell™	Small Cap	ING Small	ING U.S. Bond
	Growth Index	Mid Cap Index	Index	Company	Index
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S	Class S
Assets
Investments in mutual funds
at fair value	$ 248,423	$ 85,128	$ 114,715	$ 75,541	$ 251,785
Total assets	248,423	85,128	114,715	75,541	251,785

Liabilities
Payable to related parties	55	9	15	8	27
Total liabilities	55	9	15	8	27
Net assets	$ 248,368	$ 85,119	$ 114,700	$ 75,533	$ 251,758

Net assets
Accumulation units	$ 248,368	$ 85,119	$ 114,700	$ 75,533	$ 251,758
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 248,368	$ 85,119	$ 114,700	$ 75,533	$ 251,758

Total number of mutual fund shares	18,920,296	9,203,062	11,741,583	5,159,893	24,303,548

Cost of mutual fund shares	$ 220,288	$ 69,200	$ 102,945	$ 63,680	$ 243,711

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING
	WisdomTree^SM
	Global High-	ING			Legg Mason
	Yielding Equity	International	ING MidCap	ING SmallCap	ClearBridge
	Index	Value	Opportunities	Opportunities	Variable
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Investors
	Class S	Class S	Class S	Class S	Portfolio
Assets
Investments in mutual funds
at fair value	$ 213,057	$ 10,719	$ 297,209	$ 59,454	$ 80
Total assets	213,057	10,719	297,209	59,454	80

Liabilities
Payable to related parties	24	1	79	13	-
Total liabilities	24	1	79	13	-
Net assets	$ 213,033	$ 10,718	$ 297,130	$ 59,441	$ 80

Net assets
Accumulation units	$ 213,033	$ 10,718	$ 297,127	$ 59,441	$ 80
Contracts in payout (annuitization)	-	-	3	-	-
Total net assets	$ 213,033	$ 10,718	$ 297,130	$ 59,441	$ 80

Total number of mutual fund shares	27,420,500	1,246,378	33,545,073	3,774,887	6,424

Cost of mutual fund shares	$ 213,825	$ 15,451	$ 314,591	$ 63,264	$ 108

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	Legg Mason
	Global Currents
	Variable	Legg Mason	Legg Mason	Oppenheimer	PIMCO Real
	International	Western Asset	Western Asset	Main Street	Return
	All Cap	Variable High	Variable Money	Small Cap	Portfolio -
	Opportunity	Income	Market	Fund®/VA -	Administrative
	Portfolio	Portfolio	Portfolio	Service Class	Class
Assets
Investments in mutual funds
at fair value	$ 46	$ 78	$ 23	$ 1,600	$ 11,216
Total assets	46	78	23	1,600	11,216

Liabilities
Payable to related parties	-	-	-	-	-
Total liabilities	-	-	-	-	-
Net assets	$ 46	$ 78	$ 23	$ 1,600	$ 11,216

Net assets
Accumulation units	$ 46	$ 78	$ 23	$ 1,600	$ 11,216
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 46	$ 78	$ 23	$ 1,600	$ 11,216

Total number of mutual fund shares	7,361	13,793	23,087	112,059	901,596

Cost of mutual fund shares	$ 72	$ 90	$ 23	$ 1,704	$ 11,260

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	Pioneer Equity				Wells Fargo
	Income VCT			ProFund VP	Advantage
	Portfolio -	ProFund VP	ProFund VP	Rising Rates	Asset Allocation
	Class II	Bull	Europe 30	Opportunity	Fund
Assets
Investments in mutual funds
at fair value	$ 15,030	$ 15,321	$ 10,446	$ 14,305	$ 2,009
Total assets	15,030	15,321	10,446	14,305	2,009

Liabilities
Payable to related parties	1	5	2	2	-
Total liabilities	1	5	2	2	-
Net assets	$ 15,029	$ 15,316	$ 10,444	$ 14,303	$ 2,009

Net assets
Accumulation units	$ 15,029	$ 15,316	$ 10,444	$ 14,303	$ 2,009
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 15,029	$ 15,316	$ 10,444	$ 14,303	$ 2,009

Total number of mutual fund shares	891,969	655,011	496,021	1,001,053	190,752

Cost of mutual fund shares	$ 19,384	$ 19,884	$ 13,960	$ 19,990	$ 2,426

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	Wells Fargo	Wells Fargo	Wells Fargo	Wells Fargo	Wells Fargo
	Advantage	Advantage	Advantage	Advantage	Advantage
	C&B Large	Equity Income	Large Company	Money Market	Small Cap
	Cap Value Fund	Fund	Growth Fund	Fund	Growth Fund
Assets
Investments in mutual funds
at fair value	$ 238	$ 555	$ 1,529	$ 36	$ 464
Total assets	238	555	1,529	36	464

Liabilities
Payable to related parties	-	-	-	-	-
Total liabilities	-	-	-	-	-
Net assets	$ 238	$ 555	$ 1,529	$ 36	$ 464

Net assets
Accumulation units	$ 238	$ 555	$ 1,529	$ 36	$ 464
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 238	$ 555	$ 1,529	$ 36	$ 464

Total number of mutual fund shares	26,732	49,074	170,459	36,370	73,125

Cost of mutual fund shares	$ 251	$ 773	$ 1,464	$ 36	$ 537

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	Wells Fargo
	Advantage Total
	Return Bond
	Fund
Assets
Investments in mutual funds
at fair value	$ 1,080
Total assets	1,080

Liabilities
Payable to related parties	-
Total liabilities	-
Net assets	$ 1,080

Net assets
Accumulation units	$ 1,080
Contracts in payout (annuitization)	-
Total net assets	$ 1,080

Total number of mutual fund shares	104,489

Cost of mutual fund shares	$ 1,035

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(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	Fund, Variable
	Series I Shares	Fund - Class III	Series - Class A	Series - Class A	Series - Class A
Net investment income (loss)
Income:
Dividends	$ 344	$ 16,196	$ 11	$ 2	$ 2
Total investment income	344	16,196	11	2	2
Expenses:
Mortality, expense risk
and other charges	315	12,683	4	-	4
Annual administrative charges	9	172	-	-	-
Contingent deferred sales charges	21	330	-	-	-
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	151	5,739	-	-	-
Amortization of deferred charges	-	-	-	-	-
Total expenses	496	18,924	4	-	4
Net investment income (loss)	(152)	(2,728)	7	2	(2)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(3,132)	(6,491)	(3)	-	(3)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(3,132)	(6,491)	(3)	-	(3)
Net unrealized appreciation
(depreciation) of investments	7,970	153,606	52	(1)	87
Net realized and unrealized gain (loss)
on investments	4,838	147,115	49	(1)	84
Net increase (decrease) in net assets
resulting from operations	$ 4,686	$ 144,387	$ 56	$ 1	$ 82

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(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	Portfolio -	Portfolio -	Securities
	Series - Class B	Series - Class A	Service Class 2	Service Class 2	Fund - Class 2
Net investment income (loss)
Income:
Dividends	$ 1,233	$ -	$ 3,341	$ 8,103	$ 160
Total investment income	1,233	-	3,341	8,103	160
Expenses:
Mortality, expense risk
and other charges	2,372	1	2,745	11,914	100
Annual administrative charges	59	-	59	190	1
Contingent deferred sales charges	119	-	153	526	2
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	1,254	-	1,183	5,043	41
Amortization of deferred charges	-	-	-	-	-
Total expenses	3,804	1	4,140	17,673	144
Net investment income (loss)	(2,571)	(1)	(799)	(9,570)	16

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(10,764)	(2)	(20,914)	(97,536)	(464)
Capital gains distributions	255	-	-	196	442
Total realized gain (loss) on investments
and capital gains distributions	(10,509)	(2)	(20,914)	(97,340)	(22)
Net unrealized appreciation
(depreciation) of investments	39,355	10	60,712	315,224	2,746
Net realized and unrealized gain (loss)
on investments	28,846	8	39,798	217,884	2,724
Net increase (decrease) in net assets
resulting from operations	$ 26,275	$ 7	$ 38,999	$ 208,314	$ 2,740

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


			ING	ING
		ING	AllianceBernstein	AllianceBernstein	ING American
	ING Balanced	Intermediate	Mid Cap Growth	Mid Cap Growth	Funds Asset
	Portfolio -	Bond Portfolio -	Portfolio - Service	Portfolio - Service 2	Allocation
	Class S	Class S	Class	Class	Portfolio
Net investment income (loss)
Income:
Dividends	$ 270	$ 73,158	$ -	$ -	$ 3,876
Total investment income	270	73,158	-	-	3,876
Expenses:
Mortality, expense risk
and other charges	77	19,392	1,966	98	4,018
Annual administrative charges	1	317	17	-	55
Contingent deferred sales charges	2	1,297	96	2	144
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	10	7,572	640	57	1,816
Amortization of deferred charges	-	2	-	-	-
Total expenses	90	28,580	2,719	157	6,033
Net investment income (loss)	180	44,578	(2,719)	(157)	(2,157)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(448)	(25,677)	(154,075)	(7,717)	(2,085)
Capital gains distributions	-	-	-	-	1,056
Total realized gain (loss) on investments
and capital gains distributions	(448)	(25,677)	(154,075)	(7,717)	(1,029)
Net unrealized appreciation
(depreciation) of investments	1,277	77,998	199,076	9,849	54,499
Net realized and unrealized gain (loss)
on investments	829	52,321	45,001	2,132	53,470
Net increase (decrease) in net assets
resulting from operations	$ 1,009	$ 96,899	$ 42,282	$ 1,975	$ 51,313

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


					ING American
			ING American	ING American	Funds World
	ING American	ING American	Fund Growth-	Funds	Allocation
	Funds Bond	Funds Growth	Income	International	Portfolio -
	Portfolio	Portfolio	Portfolio	Portfolio	Service Class
Net investment income (loss)
Income:
Dividends	$ 13,452	$ 33,986	$ 27,902	$ 39,432	$ 281
Total investment income	13,452	33,986	27,902	39,432	281
Expenses:
Mortality, expense risk
and other charges	6,648	30,697	20,313	19,120	944
Annual administrative charges	93	549	350	333	16
Contingent deferred sales charges	352	1,611	1,032	809	33
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	2,836	14,041	8,756	8,231	378
Amortization of deferred charges	-	-	-	2	-
Total expenses	9,929	46,898	30,451	28,495	1,371
Net investment income (loss)	3,523	(12,912)	(2,549)	10,937	(1,090)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(1,843)	(30,563)	(18,732)	(1,426)	2,582
Capital gains distributions	85	232,431	87,690	181,240	-
Total realized gain (loss) on investments
and capital gains distributions	(1,758)	201,868	68,958	179,814	2,582
Net unrealized appreciation
(depreciation) of investments	34,679	356,847	228,716	174,029	14,266
Net realized and unrealized gain (loss)
on investments	32,921	558,715	297,674	353,843	16,848
Net increase (decrease) in net assets
resulting from operations	$ 36,444	$ 545,803	$ 295,125	$ 364,780	$ 15,758

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


				ING BlackRock
			ING BlackRock	Large Cap	ING BlackRock
	ING Artio	ING Artio	Inflation	Growth	Large Cap
	Foreign	Foreign	Protected Bond	Portfolio -	Growth
	Portfolio -	Portfolio -	Portfolio -	Institutional	Portfolio -
	Service Class	Service 2 Class	Service Class	Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 17,192	$ 1,217	$ 1,924	$ 1	$ 355
Total investment income	17,192	1,217	1,924	1	355
Expenses:
Mortality, expense risk
and other charges	8,827	705	1,037	1	1,904
Annual administrative charges	166	13	21	-	44
Contingent deferred sales charges	451	17	58	-	132
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	3,897	402	376	-	779
Amortization of deferred charges	-	-	-	-	-
Total expenses	13,341	1,137	1,492	1	2,859
Net investment income (loss)	3,851	80	432	-	(2,504)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(27,947)	(1,526)	1,080	(11)	(12,056)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(27,947)	(1,526)	1,080	(11)	(12,056)
Net unrealized appreciation
(depreciation) of investments	106,632	7,567	2,623	49	42,442
Net realized and unrealized gain (loss)
on investments	78,685	6,041	3,703	38	30,386
Net increase (decrease) in net assets
resulting from operations	$ 82,536	$ 6,121	$ 4,135	$ 38	$ 27,882

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING BlackRock	ING BlackRock	ING Clarion	ING Clarion
	Large Cap	Large Cap	Global Real	Global Real	ING Clarion
	Value	Value	Estate	Estate	Real Estate
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 103	$ 5	$ 3,275	$ 43	$ 10,146
Total investment income	103	5	3,275	43	10,146
Expenses:
Mortality, expense risk
and other charges	425	37	2,165	33	4,255
Annual administrative charges	9	1	34	-	126
Contingent deferred sales charges	29	1	102	1	302
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	193	21	978	19	1,737
Amortization of deferred charges	-	-	-	-	-
Total expenses	656	60	3,279	53	6,420
Net investment income (loss)	(553)	(55)	(4)	(10)	3,726

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(3,536)	(108)	(21,929)	(229)	(55,438)
Capital gains distributions	-	-	-	-	6,198
Total realized gain (loss) on investments
and capital gains distributions	(3,536)	(108)	(21,929)	(229)	(49,240)
Net unrealized appreciation
(depreciation) of investments	6,048	344	59,954	807	121,520
Net realized and unrealized gain (loss)
on investments	2,512	236	38,025	578	72,280
Net increase (decrease) in net assets
resulting from operations	$ 1,959	$ 181	$ 38,021	$ 568	$ 76,006

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Clarion	ING Evergreen	ING Evergreen	ING Evergreen	ING FMR^SM
	Real Estate	Health Sciences	Omega	Omega	Diversified Mid
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Cap Portfolio -
	Service 2 Class	Service Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 578	$ -	$ 218	$ -	$ 3,126
Total investment income	578	-	218	-	3,126
Expenses:
Mortality, expense risk
and other charges	266	2,888	738	15	11,127
Annual administrative charges	5	57	18	-	306
Contingent deferred sales charges	5	153	51	-	538
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	153	1,322	300	9	4,046
Amortization of deferred charges	-	-	-	-	-
Total expenses	429	4,420	1,107	24	16,017
Net investment income (loss)	149	(4,420)	(889)	(24)	(12,891)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(2,594)	(8,794)	(215)	(26)	(28,190)
Capital gains distributions	375	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(2,219)	(8,794)	(215)	(26)	(28,190)
Net unrealized appreciation
(depreciation) of investments	6,801	38,662	17,391	312	241,241
Net realized and unrealized gain (loss)
on investments	4,582	29,868	17,176	286	213,051
Net increase (decrease) in net assets
resulting from operations	$ 4,731	$ 25,448	$ 16,287	$ 262	$ 200,160

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING FMR^SM		ING Franklin	ING Franklin	ING Franklin
	Diversified Mid	ING Focus 5	Income	Income	Mutual Shares
	Cap Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 97	$ 2	$ 23,506	$ 462	$ 209
Total investment income	97	2	23,506	462	209
Expenses:
Mortality, expense risk
and other charges	499	2,251	6,062	126	2,714
Annual administrative charges	10	32	101	2	41
Contingent deferred sales charges	13	131	339	2	142
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	280	1,208	2,159	62	1,082
Amortization of deferred charges	-	-	-	-	-
Total expenses	802	3,622	8,661	192	3,979
Net investment income (loss)	(705)	(3,620)	14,845	270	(3,770)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(869)	(19,278)	(12,855)	(883)	(13,244)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(869)	(19,278)	(12,855)	(883)	(13,244)
Net unrealized appreciation
(depreciation) of investments	10,062	48,080	88,813	2,414	52,591
Net realized and unrealized gain (loss)
on investments	9,193	28,802	75,958	1,531	39,347
Net increase (decrease) in net assets
resulting from operations	$ 8,488	$ 25,182	$ 90,803	$ 1,801	$ 35,577

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Franklin
	Templeton
	Founding	ING Global	ING Global	ING Growth	ING Growth
	Strategy	Resources	Resources	and Income	and Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio II -	Portfolio II -
	Service Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 21,959	$ 2,022	$ 11	$ 3,538	$ 237
Total investment income	21,959	2,022	11	3,538	237
Expenses:
Mortality, expense risk
and other charges	12,481	10,850	439	1,230	98
Annual administrative charges	203	212	8	7	-
Contingent deferred sales charges	695	660	14	81	5
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	6,215	4,798	256	552	60
Amortization of deferred charges	-	-	-	-	-
Total expenses	19,594	16,520	717	1,870	163
Net investment income (loss)	2,365	(14,498)	(706)	1,668	74

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(33,454)	(48,883)	(490)	(163,053)	(13,252)
Capital gains distributions	10,503	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(22,951)	(48,883)	(490)	(163,053)	(13,252)
Net unrealized appreciation
(depreciation) of investments	202,439	251,057	8,414	177,974	14,414
Net realized and unrealized gain (loss)
on investments	179,488	202,174	7,924	14,921	1,162
Net increase (decrease) in net assets
resulting from operations	$ 181,853	$ 187,676	$ 7,218	$ 16,589	$ 1,236

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


			ING	ING
	ING Index Plus	ING Index Plus	International	International
	International	International	Growth	Growth	ING Janus
	Equity	Equity	Opportunities	Opportunities	Contrarian
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 1,013	$ 17	$ 1,824	$ 140	$ 2,511
Total investment income	1,013	17	1,824	140	2,511
Expenses:
Mortality, expense risk
and other charges	149	3	537	48	7,209
Annual administrative charges	-	-	6	-	161
Contingent deferred sales charges	8	-	27	5	367
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	58	2	128	31	2,987
Amortization of deferred charges	-	-	-	-	-
Total expenses	215	5	698	84	10,724
Net investment income (loss)	798	12	1,126	56	(8,213)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(18,492)	(303)	(57,152)	(4,645)	(89,271)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(18,492)	(303)	(57,152)	(4,645)	(89,271)
Net unrealized appreciation
(depreciation) of investments	20,269	338	74,924	6,204	218,338
Net realized and unrealized gain (loss)
on investments	1,777	35	17,772	1,559	129,067
Net increase (decrease) in net assets
resulting from operations	$ 2,575	$ 47	$ 18,898	$ 1,615	$ 120,854

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		ING JPMorgan	ING JPMorgan	ING JPMorgan	ING JPMorgan
	ING Janus	Emerging	Emerging	Small Cap Core	Small Cap Core
	Contrarian	Markets Equity Markets Equity		Equity	Equity
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 62	$ 8,188	$ 309	$ 569	$ 72
Total investment income	62	8,188	309	569	72
Expenses:
Mortality, expense risk
and other charges	347	9,773	476	2,272	542
Annual administrative charges	6	209	9	43	11
Contingent deferred sales charges	4	487	9	123	12
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	195	4,270	271	1,061	312
Amortization of deferred charges	-	-	-	-	-
Total expenses	552	14,739	765	3,499	877
Net investment income (loss)	(490)	(6,551)	(456)	(2,930)	(805)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(3,292)	11,967	1,033	(8,990)	(981)
Capital gains distributions	-	-	-	3,022	705
Total realized gain (loss) on investments
and capital gains distributions	(3,292)	11,967	1,033	(5,968)	(276)
Net unrealized appreciation
(depreciation) of investments	9,247	287,371	13,106	37,207	7,627
Net realized and unrealized gain (loss)
on investments	5,955	299,338	14,139	31,239	7,351
Net increase (decrease) in net assets
resulting from operations	$ 5,465	$ 292,787	$ 13,683	$ 28,309	$ 6,546

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING JPMorgan	ING JPMorgan	ING LifeStyle	ING LifeStyle
	Value	Value	Aggressive	Aggressive	ING LifeStyle
	Opportunities	Opportunities	Growth	Growth	Conservative
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 948	$ 37	$ 28,198	$ 78	$ 8,790
Total investment income	948	37	28,198	78	8,790
Expenses:
Mortality, expense risk
and other charges	143	6	11,083	38	3,552
Annual administrative charges	1	-	135	1	20
Contingent deferred sales charges	10	-	722	-	109
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	30	4	6,410	21	1,558
Amortization of deferred charges	-	-	-	-	-
Total expenses	184	10	18,350	60	5,239
Net investment income (loss)	764	27	9,848	18	3,551

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(17,325)	(644)	(373,119)	(1,671)	7,747
Capital gains distributions	-	-	12,199	37	32,700
Total realized gain (loss) on investments
and capital gains distributions	(17,325)	(644)	(360,920)	(1,634)	40,447
Net unrealized appreciation
(depreciation) of investments	17,502	648	521,999	2,126	(699)
Net realized and unrealized gain (loss)
on investments	177	4	161,079	492	39,748
Net increase (decrease) in net assets
resulting from operations	$ 941	$ 31	$ 170,927	$ 510	$ 43,299

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


				ING LifeStyle	ING LifeStyle
	ING LifeStyle	ING LifeStyle	ING LifeStyle	Moderate	Moderate
	Conservative	Growth	Growth	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	$ 29	$ 142,326	$ 467	$ 139,674	$ 635
Total investment income	29	142,326	467	139,674	635
Expenses:
Mortality, expense risk
and other charges	5	43,592	148	36,696	182
Annual administrative charges	-	883	1	253	1
Contingent deferred sales charges	-	2,104	4	2,271	4
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	2	22,079	77	15,747	71
Amortization of deferred charges	-	1	-	-	-
Total expenses	7	68,659	230	54,967	258
Net investment income (loss)	22	73,667	237	84,707	377

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(81)	(1,030,217)	(3,948)	(625,235)	(4,045)
Capital gains distributions	116	63,738	216	53,613	255
Total realized gain (loss) on investments
and capital gains distributions	35	(966,479)	(3,732)	(571,622)	(3,790)
Net unrealized appreciation
(depreciation) of investments	-	1,524,090	5,608	988,979	5,800
Net realized and unrealized gain (loss)
on investments	35	557,611	1,876	417,357	2,010
Net increase (decrease) in net assets
resulting from operations	$ 57	$ 631,278	$ 2,113	$ 502,064	$ 2,387

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING LifeStyle	ING LifeStyle	ING Limited	ING Liquid	ING Liquid
	Moderate	Moderate	Maturity Bond	Assets	Assets
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 92,127	$ 1,092	$ 5,845	$ 2,139	$ 26
Total investment income	92,127	1,092	5,845	2,139	26
Expenses:
Mortality, expense risk
and other charges	21,644	238	1,945	33,803	779
Annual administrative charges	133	1	58	575	9
Contingent deferred sales charges	1,258	3	133	8,053	154
Minimum death benefit guarantee charges	-	-	-	2	-
Other contract charges	8,598	120	234	9,290	340
Amortization of deferred charges	-	-	1	(2)	-
Total expenses	31,633	362	2,371	51,721	1,282
Net investment income (loss)	60,494	730	3,474	(49,582)	(1,256)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(255,960)	(1,955)	(3,007)	-	-
Capital gains distributions	20,724	248	1,013	4,075	87
Total realized gain (loss) on investments
and capital gains distributions	(235,236)	(1,707)	(1,994)	4,075	87
Net unrealized appreciation
(depreciation) of investments	432,533	4,078	4,524	-	-
Net realized and unrealized gain (loss)
on investments	197,297	2,371	2,530	4,075	87
Net increase (decrease) in net assets
resulting from operations	$ 257,791	$ 3,101	$ 6,004	$ (45,507)	$ (1,169)

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Lord	ING Lord			ING Marsico
	Abbett	Abbett	ING Marsico	ING Marsico	International
	Affiliated	Affiliated	Growth	Growth	Opportunities
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 399	$ 11	$ 3,616	$ 110	$ 2,053
Total investment income	399	11	3,616	110	2,053
Expenses:
Mortality, expense risk
and other charges	919	32	6,943	271	2,879
Annual administrative charges	24	1	244	5	51
Contingent deferred sales charges	51	-	319	7	135
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	292	15	2,083	150	1,344
Amortization of deferred charges	-	-	-	-	-
Total expenses	1,286	48	9,589	433	4,409
Net investment income (loss)	(887)	(37)	(5,973)	(323)	(2,356)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(5,214)	(178)	10,411	(133)	(22,978)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(5,214)	(178)	10,411	(133)	(22,978)
Net unrealized appreciation
(depreciation) of investments	13,521	477	92,547	4,078	74,292
Net realized and unrealized gain (loss)
on investments	8,307	299	102,958	3,945	51,314
Net increase (decrease) in net assets
resulting from operations	$ 7,420	$ 262	$ 96,985	$ 3,622	$ 48,958

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


				ING Multi-	ING
				Manager	Oppenheimer
	ING MFS Total	ING MFS Total	ING MFS	International	Active
	Return	Return	Utilities	Small Cap	Allocation
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Class S	Service Class
Net investment income (loss)
Income:
Dividends	$ 18,750	$ 765	$ 20,238	$ 2,129	$ 148
Total investment income	18,750	765	20,238	2,129	148
Expenses:
Mortality, expense risk
and other charges	12,548	583	6,286	92	233
Annual administrative charges	321	10	131	1	3
Contingent deferred sales charges	727	16	482	4	7
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	3,563	305	2,787	41	98
Amortization of deferred charges	1	-	-	-	-
Total expenses	17,160	914	9,686	138	341
Net investment income (loss)	1,590	(149)	10,552	1,991	(193)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(26,042)	(2,166)	(15,443)	172	79
Capital gains distributions	-	-	-	-	36
Total realized gain (loss) on investments
and capital gains distributions	(26,042)	(2,166)	(15,443)	172	115
Net unrealized appreciation
(depreciation) of investments	131,083	6,589	99,841	852	3,983
Net realized and unrealized gain (loss)
on investments	105,041	4,423	84,398	1,024	4,098
Net increase (decrease) in net assets
resulting from operations	$ 106,631	$ 4,274	$ 94,950	$ 3,015	$ 3,905

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING	ING
	Oppenheimer	Oppenheimer		ING PIMCO	ING PIMCO	ING PIMCO
	Main Street	Main Street		High Yield	Total Return	Total Return
	Portfolio® -	Portfolio® -		Portfolio -	Bond Portfolio -	Bond Portfolio -
	Service Class	Service 2 Class		Service Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 1,493	$ 18		$ 30,099	$ 103,970	$ 2,476
Total investment income	1,493		18	30,099	103,970	2,476
Expenses:
Mortality, expense risk
and other charges	1,636		24	6,156	45,116	1,213
Annual administrative charges	8		-	(404)	652	15
Contingent deferred sales charges	84		1	350	3,159	43
Minimum death benefit guarantee charges	-		-	-	-	-
Other contract charges	413		14	1,848	17,197	546
Amortization of deferred charges	-		-	-	3	-
Total expenses	2,141		39	7,950	66,127	1,817
Net investment income (loss)	(648)		(21)	22,149	37,843	659

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(11,836)		(820)	(18,648)	13,414	553
Capital gains distributions	-		-	-	84,399	2,109
Total realized gain (loss) on investments
and capital gains distributions	(11,836)		(820)	(18,648)	97,813	2,662
Net unrealized appreciation
(depreciation) of investments	25,048		977	132,752	159,164	4,065
Net realized and unrealized gain (loss)
on investments	13,212		157	114,104	256,977	6,727
Net increase (decrease) in net assets
resulting from operations	$ 12,564	$ 136		$ 136,253	$ 294,820	$ 7,386

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


					ING Retirement
		ING Pioneer	ING Retirement	ING Retirement	Moderate
	ING Pioneer	Mid Cap Value	Conservative	Growth	Growth
	Fund Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Adviser Class	Adviser Class	Adviser Class
Net investment income (loss)
Income:
Dividends	$ 561	$ 6,288	$ -	$ -	$ -
Total investment income	561	6,288	-	-	-
Expenses:
Mortality, expense risk
and other charges	767	8,618	1,315	14,855	10,078
Annual administrative charges	17	212	58	1,051	558
Contingent deferred sales charges	36	458	56	751	413
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	331	3,482	544	7,048	4,017
Amortization of deferred charges	-	1	-	-	-
Total expenses	1,151	12,771	1,973	23,705	15,066
Net investment income (loss)	(590)	(6,483)	(1,973)	(23,705)	(15,066)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(2,250)	(21,539)	137	(53)	(177)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(2,250)	(21,539)	137	(53)	(177)
Net unrealized appreciation
(depreciation) of investments	11,780	130,193	4,284	87,859	52,262
Net realized and unrealized gain (loss)
on investments	9,530	108,654	4,421	87,806	52,085
Net increase (decrease) in net assets
resulting from operations	$ 8,940	$ 102,171	$ 2,448	$ 64,101	$ 37,019

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		ING T. Rowe	ING T. Rowe	ING T. Rowe	ING T. Rowe
	ING Retirement	Price Capital	Price Capital	Price Equity	Price Equity
	Moderate	Appreciation	Appreciation	Income	Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Adviser Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ -	$ 42,153	$ 1,288	$ 10,026	$ 325
Total investment income	-	42,153	1,288	10,026	325
Expenses:
Mortality, expense risk
and other charges	5,946	37,394	1,339	9,425	350
Annual administrative charges	304	791	22	225	7
Contingent deferred sales charges	304	2,123	46	498	18
Minimum death benefit guarantee charges	-	1	-	1	-
Other contract charges	2,255	14,113	708	3,536	197
Amortization of deferred charges	-	2	-	4	-
Total expenses	8,809	54,424	2,115	13,689	572
Net investment income (loss)	(8,809)	(12,271)	(827)	(3,663)	(247)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(14)	(10,212)	(2,736)	(13,272)	(1,180)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(14)	(10,212)	(2,736)	(13,272)	(1,180)
Net unrealized appreciation
(depreciation) of investments	25,403	598,703	22,878	132,250	5,403
Net realized and unrealized gain (loss)
on investments	25,389	588,491	20,142	118,978	4,223
Net increase (decrease) in net assets
resulting from operations	$ 16,580	$ 576,220	$ 19,315	$ 115,315	$ 3,976

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


			ING Van	ING Van	ING Van
	ING Templeton	ING Templeton	Kampen Capital	Kampen Capital	Kampen Global
	Global Growth Global Growth		Growth	Growth	Franchise
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 5,528	$ 82	$ 635	$ -	$ 16,248
Total investment income	5,528	82	635	-	16,248
Expenses:
Mortality, expense risk
and other charges	4,191	71	1,104	-	3,985
Annual administrative charges	102	1	6	-	80
Contingent deferred sales charges	186	3	77	-	242
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	1,429	40	574	-	1,797
Amortization of deferred charges	-	-	-	-	-
Total expenses	5,908	115	1,761	-	6,104
Net investment income (loss)	(380)	(33)	(1,126)	-	10,144

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	669	(158)	(69,476)	(1)	(6,867)
Capital gains distributions	-	-	-	-	7,031
Total realized gain (loss) on investments
and capital gains distributions	669	(158)	(69,476)	(1)	164
Net unrealized appreciation
(depreciation) of investments	65,048	1,222	94,626	3	43,610
Net realized and unrealized gain (loss)
on investments	65,717	1,064	25,150	2	43,774
Net increase (decrease) in net assets
resulting from operations	$ 65,337	$ 1,031	$ 24,024	$ 2	$ 53,918

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		ING Van	ING Van	ING Van
	ING Van	Kampen Global	Kampen	Kampen	ING Wells
	Kampen Global	Tactical Asset	Growth and	Growth and	Fargo Small
	Franchise	Allocation	Income	Income	Cap Disciplined
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 3,805	$ 683	$ 5,601	$ 532	$ 67
Total investment income	3,805	683	5,601	532	67
Expenses:
Mortality, expense risk
and other charges	969	342	7,131	809	169
Annual administrative charges	19	8	204	13	4
Contingent deferred sales charges	30	8	305	23	7
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	524	144	1,813	413	76
Amortization of deferred charges	-	-	1	-	-
Total expenses	1,542	502	9,454	1,258	256
Net investment income (loss)	2,263	181	(3,853)	(726)	(189)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(402)	260	(27,909)	(1,677)	(3,325)
Capital gains distributions	1,695	712	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	1,293	972	(27,909)	(1,677)	(3,325)
Net unrealized appreciation
(depreciation) of investments	8,737	2,795	116,163	11,062	5,929
Net realized and unrealized gain (loss)
on investments	10,030	3,767	88,254	9,385	2,604
Net increase (decrease) in net assets
resulting from operations	$ 12,293	$ 3,948	$ 84,401	$ 8,659	$ 2,415

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Wells		ING American	ING American	ING Baron
	Fargo Small		Century Large	Century Small-	Small Cap
	Cap Disciplined	ING Diversified	Company Value	Mid Cap Value	Growth
	Portfolio -	International	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Fund - Class R	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 2	$ 1	$ 10	$ 27	$ -
Total investment income	2	1	10	27	-
Expenses:
Mortality, expense risk
and other charges	7	2	3	13	3,888
Annual administrative charges	-	-	-	-	58
Contingent deferred sales charges	-	-	-	-	197
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	4	1	1	7	1,689
Amortization of deferred charges	-	-	-	-	-
Total expenses	11	3	4	20	5,832
Net investment income (loss)	(9)	(2)	6	7	(5,832)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(30)	(31)	(401)	(116)	(13,593)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(30)	(31)	(401)	(116)	(13,593)
Net unrealized appreciation
(depreciation) of investments	129	82	425	688	84,871
Net realized and unrealized gain (loss)
on investments	99	51	24	572	71,278
Net increase (decrease) in net assets
resulting from operations	$ 90	$ 49	$ 30	$ 579	$ 65,446

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


				ING Legg
	ING Columbia			Mason Partners	ING Neuberger
	Small Cap	ING Davis New	ING JPMorgan	Aggressive	Berman
	Value	York Venture	Mid Cap Value	Growth	Partners
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 1,793	$ 1,510	$ 757	$ -	$ 1,973
Total investment income	1,793	1,510	757	-	1,973
Expenses:
Mortality, expense risk
and other charges	2,536	3,779	816	1,440	521
Annual administrative charges	33	47	11	33	3
Contingent deferred sales charges	139	145	46	65	29
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	1,140	1,523	281	768	126
Amortization of deferred charges	-	-	-	-	-
Total expenses	3,848	5,494	1,154	2,306	679
Net investment income (loss)	(2,055)	(3,984)	(397)	(2,306)	1,294

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(19,844)	(9,833)	(5,063)	(1,541)	(50,216)
Capital gains distributions	-	-	862	-	-
Total realized gain (loss) on investments
and capital gains distributions	(19,844)	(9,833)	(4,201)	(1,541)	(50,216)
Net unrealized appreciation
(depreciation) of investments	53,172	72,285	17,143	24,464	57,119
Net realized and unrealized gain (loss)
on investments	33,328	62,452	12,942	22,923	6,903
Net increase (decrease) in net assets
resulting from operations	$ 31,273	$ 58,468	$ 12,545	$ 20,617	$ 8,197

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


			ING
	ING	ING	Oppenheimer
	Oppenheimer	Oppenheimer	Strategic	ING PIMCO
	Global	Global	Income	Total Return	ING Solution
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	2015 Portfolio -
	Initial Class	Service Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 164	$ 2,462	$ 287	$ 314	$ 552
Total investment income	164	2,462	287	314	552
Expenses:
Mortality, expense risk
and other charges	82	1,815	78	94	145
Annual administrative charges	2	32	1	1	1
Contingent deferred sales charges	4	91	-	1	12
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	3	756	10	19	75
Amortization of deferred charges	-	-	-	-	-
Total expenses	91	2,694	89	115	233
Net investment income (loss)	73	(232)	198	199	319

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(325)	(11,074)	(467)	68	(456)
Capital gains distributions	119	2,046	-	348	129
Total realized gain (loss) on investments
and capital gains distributions	(206)	(9,028)	(467)	416	(327)
Net unrealized appreciation
(depreciation) of investments	2,273	43,891	1,703	490	2,759
Net realized and unrealized gain (loss)
on investments	2,067	34,863	1,236	906	2,432
Net increase (decrease) in net assets
resulting from operations	$ 2,140	$ 34,631	$ 1,434	$ 1,105	$ 2,751

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


					ING T. Rowe
					Price
				ING Solution	Diversified Mid
	ING Solution	ING Solution	ING Solution	Income	Cap Growth
	2025 Portfolio -	2035 Portfolio -	2045 Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 457	$ 276	$ 28	$ 325	$ 19
Total investment income	457	276	28	325	19
Expenses:
Mortality, expense risk
and other charges	136	100	14	64	65
Annual administrative charges	1	1	1	1	1
Contingent deferred sales charges	1	43	-	-	1
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	69	64	7	18	30
Amortization of deferred charges	-	-	-	-	-
Total expenses	207	208	22	83	97
Net investment income (loss)	250	68	6	242	(78)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(213)	(791)	(212)	(145)	(161)
Capital gains distributions	12	9	10	24	-
Total realized gain (loss) on investments
and capital gains distributions	(201)	(782)	(202)	(121)	(161)
Net unrealized appreciation
(depreciation) of investments	3,286	2,934	483	754	2,763
Net realized and unrealized gain (loss)
on investments	3,085	2,152	281	633	2,602
Net increase (decrease) in net assets
resulting from operations	$ 3,335	$ 2,220	$ 287	$ 875	$ 2,524

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING T. Rowe				ING UBS U.S.
	Price Growth	ING Templeton	ING Thornburg	ING Thornburg	Large Cap
	Equity	Foreign Equity	Value	Value	Equity
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Initial Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 6	$ -	$ 15	$ 50	$ 73
Total investment income	6	-	15	50	73
Expenses:
Mortality, expense risk
and other charges	958	3,263	19	91	95
Annual administrative charges	20	56	1	2	2
Contingent deferred sales charges	27	148	1	3	14
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	364	1,411	-	33	39
Amortization of deferred charges	-	-	-	-	-
Total expenses	1,369	4,878	21	129	150
Net investment income (loss)	(1,363)	(4,878)	(6)	(79)	(77)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(9,856)	(20,024)	(14)	(291)	(729)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(9,856)	(20,024)	(14)	(291)	(729)
Net unrealized appreciation
(depreciation) of investments	31,516	71,714	479	2,354	2,302
Net realized and unrealized gain (loss)
on investments	21,660	51,690	465	2,063	1,573
Net increase (decrease) in net assets
resulting from operations	$ 20,297	$ 46,812	$ 459	$ 1,984	$ 1,496

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Van	ING Van	ING Van	ING Strategic	ING Strategic
	Kampen	Kampen Equity Kampen Equity		Allocation	Allocation
	Comstock	and Income	and Income	Conservative	Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Initial Class	Service Class	Class S	Class S
Net investment income (loss)
Income:
Dividends	$ 3,467	$ 42	$ 2,982	$ 104	$ 51
Total investment income	3,467	42	2,982	104	51
Expenses:
Mortality, expense risk
and other charges	2,416	17	2,896	12	6
Annual administrative charges	44	51	-	-	-
Contingent deferred sales charges	94	147	-	-	-
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	1,100	1,104	-	-	-
Amortization of deferred charges	-	-	-	-	-
Total expenses	3,654	1,319	2,896	12	6
Net investment income (loss)	(187)	(1,277)	86	92	45

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(11,332)	(37)	(10,641)	(100)	(75)
Capital gains distributions	-	-	-	-	29
Total realized gain (loss) on investments
and capital gains distributions	(11,332)	(37)	(10,641)	(100)	(46)
Net unrealized appreciation
(depreciation) of investments	44,003	447	43,914	208	107
Net realized and unrealized gain (loss)
on investments	32,671	410	33,273	108	61
Net increase (decrease) in net assets
resulting from operations	$ 32,484	$ (867)	$ 33,359	$ 200	$ 106

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Strategic
	Allocation	ING Growth		ING Growth
	Moderate	and Income		and Income	ING GET U.S.	ING GET U.S.
	Portfolio -	Portfolio -		Portfolio -	Core Portfolio -	Core Portfolio -
	Class S	Class I		Class S	Series 3	Series 4
Net investment income (loss)
Income:
Dividends	$ 49	$ 1		$ 5,286	$ 770	$ 1,024
Total investment income	49		1	5,286	770	1,024
Expenses:
Mortality, expense risk
and other charges	6		1	5,626	150	227
Annual administrative charges	-		-	190	(2)	3
Contingent deferred sales charges	-		-	308	24	34
Minimum death benefit guarantee charges	-		-	-	-	-
Other contract charges	2		-	1,879	-	1
Amortization of deferred charges	-		-	-	-	-
Total expenses	8		1	8,003	172	265
Net investment income (loss)	41		-	(2,717)	598	759

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(72)		(4)	(19,572)	(2,939)	(5,630)
Capital gains distributions	17		-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(55)		(4)	(19,572)	(2,939)	(5,630)
Net unrealized appreciation
(depreciation) of investments	108		28	101,072	2,033	4,620
Net realized and unrealized gain (loss)
on investments	53		24	81,500	(906)	(1,010)
Net increase (decrease) in net assets
resulting from operations	$ 94	$ 24		$ 78,783	$ (308)	$ (251)

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(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 5	Series 6	Series 7	Series 8	Series 9
Net investment income (loss)
Income:
Dividends	$ 560	$ 359	$ 256	$ 155	$ 126
Total investment income	560	359	256	155	126
Expenses:
Mortality, expense risk
and other charges	322	325	221	127	103
Annual administrative charges	6	6	4	3	2
Contingent deferred sales charges	24	49	7	31	4
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	-	-	-	-	-
Amortization of deferred charges	-	-	-	-	-
Total expenses	352	380	232	161	109
Net investment income (loss)	208	(21)	24	(6)	17

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(893)	(1,130)	(441)	(548)	(295)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(893)	(1,130)	(441)	(548)	(295)
Net unrealized appreciation
(depreciation) of investments	562	997	274	506	243
Net realized and unrealized gain (loss)
on investments	(331)	(133)	(167)	(42)	(52)
Net increase (decrease) in net assets
resulting from operations	$ (123)	$ (154)	$ (143)	$ (48)	$ (35)

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(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 10	Series 11	Series 12	Series 13	Series 14
Net investment income (loss)
Income:
Dividends	$ 130	$ 267	$ 80	$ 677	$ 2,402
Total investment income	130	267	80	677	2,402
Expenses:
Mortality, expense risk
and other charges	100	142	49	319	1,052
Annual administrative charges	1	1	1	10	26
Contingent deferred sales charges	4	14	2	3	28
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	-	-	-	-	-
Amortization of deferred charges	-	-	-	-	-
Total expenses	105	157	52	332	1,106
Net investment income (loss)	25	110	28	345	1,296

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(248)	(559)	(170)	(484)	(310)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(248)	(559)	(170)	(484)	(310)
Net unrealized appreciation
(depreciation) of investments	71	218	65	(713)	(3,050)
Net realized and unrealized gain (loss)
on investments	(177)	(341)	(105)	(1,197)	(3,360)
Net increase (decrease) in net assets
resulting from operations	$ (152)	$ (231)	$ (77)	$ (852)	$ (2,064)

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING BlackRock
	Science and	ING Dow Jones
	Technology	Euro STOXX		ING Global
	Opportunities	50 Index	ING FTSE 100	Equity Option	ING Hang Seng
	Portfolio -	Portfolio -	Index Portfolio -	Portfolio -	Index Portfolio -
	Class S	Class A	Class A	Class S	Class S
Net investment income (loss)
Income:
Dividends	$ -	$ -	$ -	$ 29	$ 198
Total investment income	-	-	-	29	198
Expenses:
Mortality, expense risk
and other charges	2,559	2	2	76	245
Annual administrative charges	60	-	-	-	7
Contingent deferred sales charges	116	-	-	8	12
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	1,111	1	-	34	104
Amortization of deferred charges	-	-	-	-	-
Total expenses	3,846	3	2	118	368
Net investment income (loss)	(3,846)	(3)	(2)	(89)	(170)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(9,989)	13	-	856	764
Capital gains distributions	-	-	-	732	-
Total realized gain (loss) on investments
and capital gains distributions	(9,989)	13	-	1,588	764
Net unrealized appreciation
(depreciation) of investments	73,814	-	7	(92)	1,662
Net realized and unrealized gain (loss)
on investments	63,825	13	7	1,496	2,426
Net increase (decrease) in net assets
resulting from operations	$ 59,979	$ 10	$ 5	$ 1,407	$ 2,256

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Index Plus	ING Index Plus	ING Index Plus	ING	ING Japan
	LargeCap	MidCap	SmallCap	International	Equity Index
	Portfolio -	Portfolio -	Portfolio -	Index Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S	Class A
Net investment income (loss)
Income:
Dividends	$ 4,789	$ 1,630	$ 1,293	$ -	$ -
Total investment income	4,789	1,630	1,293	-		-
Expenses:
Mortality, expense risk
and other charges	2,590	1,899	1,424	548		1
Annual administrative charges	78	39	27	14		-
Contingent deferred sales charges	131	106	91	49		-
Minimum death benefit guarantee charges	-	-	-	-		-
Other contract charges	733	770	614	201		1
Amortization of deferred charges	-	-	-	-		-
Total expenses	3,532	2,814	2,156	812		2
Net investment income (loss)	1,257	(1,184)	(863)	(812)		(2)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(20,494)	(15,463)	(11,004)	(531)		(9)
Capital gains distributions	-	-	-	-		-
Total realized gain (loss) on investments
and capital gains distributions	(20,494)	(15,463)	(11,004)	(531)		(9)
Net unrealized appreciation
(depreciation) of investments	49,484	45,570	28,599	8,690		2
Net realized and unrealized gain (loss)
on investments	28,990	30,107	17,595	8,159		(7)
Net increase (decrease) in net assets
resulting from operations	$ 30,247	$ 28,923	$ 16,732	$ 7,347	$ (9)

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		ING
	Opportunistic		ING	ING Russell™	ING Russell™
	Large Cap		Opportunistic	Global Large	Large Cap	ING Russell™
	Growth		Large Cap	Cap Index 75%	Growth Index	Large Cap
	Portfolio -		Portfolio -	Portfolio -	Portfolio -	Index Portfolio -
	Class S		Class S	Class S	Class S	Class S
Net investment income (loss)
Income:
Dividends	$ 1		$ 312	$ 295	$ -	$ -
Total investment income		1	312	295	-	-
Expenses:
Mortality, expense risk
and other charges		2	167	181	1,071	2,976
Annual administrative charges		-	5	2	53	165
Contingent deferred sales charges		-	20	3	57	109
Minimum death benefit guarantee charges		-	-	-	-	-
Other contract charges		-	44	69	465	768
Amortization of deferred charges		-	-	-	-	-
Total expenses		2	236	255	1,646	4,018
Net investment income (loss)		(1)	76	40	(1,646)	(4,018)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(181)	(1,624)	275	1,187	1,260
Capital gains distributions		-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions		(181)	(1,624)	275	1,187	1,260
Net unrealized appreciation
(depreciation) of investments		231	2,712	2,749	21,056	58,609
Net realized and unrealized gain (loss)
on investments		50	1,088	3,024	22,243	59,869
Net increase (decrease) in net assets
resulting from operations	$ 49		$ 1,164	$ 3,064	$ 20,597	$ 55,851

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Russell™	ING Russell™
	Large Cap	Mid Cap	ING Russell™	ING Russell™	ING Small
	Value Index	Growth Index	Mid Cap Index	Small Cap	Company
	Portfolio -	Portfolio -	Portfolio -	Index Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S	Class S
Net investment income (loss)
Income:
Dividends	$ -	$ -	$ -	$ -	$ 320
Total investment income	-	-	-	-	320
Expenses:
Mortality, expense risk
and other charges	173	1,633	871	1,479	890
Annual administrative charges	7	100	17	27	15
Contingent deferred sales charges	8	66	28	58	62
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	37	473	336	630	364
Amortization of deferred charges	-	-	-	-	-
Total expenses	225	2,272	1,252	2,194	1,331
Net investment income (loss)	(225)	(2,272)	(1,252)	(2,194)	(1,011)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	367	1,109	(3,279)	(12,526)	(8,664)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	367	1,109	(3,279)	(12,526)	(8,664)
Net unrealized appreciation
(depreciation) of investments	3,245	28,135	21,683	34,800	22,788
Net realized and unrealized gain (loss)
on investments	3,612	29,244	18,404	22,274	14,124
Net increase (decrease) in net assets
resulting from operations	$ 3,387	$ 26,972	$ 17,152	$ 20,080	$ 13,113

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		ING
		WisdomTree^SM	ING
		Global High-	International	ING MidCap	ING SmallCap
	ING U.S. Bond	Yielding Equity	Value	Opportunities	Opportunities
	Index Portfolio -	Index Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S	Class S
Net investment income (loss)
Income:
Dividends	$ 5,255	$ -	$ 151	$ 303	$ -
Total investment income	5,255	-	151	303	-
Expenses:
Mortality, expense risk
and other charges	4,301	2,951	98	4,089	895
Annual administrative charges	62	41	1	165	26
Contingent deferred sales charges	280	158	-	181	49
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	1,710	1,447	40	1,267	433
Amortization of deferred charges	-	-	-	-	-
Total expenses	6,353	4,597	139	5,702	1,403
Net investment income (loss)	(1,098)	(4,597)	12	(5,399)	(1,403)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	3,864	(18,171)	(1,275)	(15,469)	(893)
Capital gains distributions	2,030	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	5,894	(18,171)	(1,275)	(15,469)	(893)
Net unrealized appreciation
(depreciation) of investments	3,568	68,090	3,426	101,185	15,414
Net realized and unrealized gain (loss)
on investments	9,462	49,919	2,151	85,716	14,521
Net increase (decrease) in net assets
resulting from operations	$ 8,364	$ 45,322	$ 2,163	$ 80,317	$ 13,118

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		Legg Mason
		Global Currents
	Legg Mason	Variable	Legg Mason		Legg Mason	Oppenheimer
	ClearBridge	International	Western Asset		Western Asset	Main Street
	Variable	All Cap	Variable High		Variable Money	Small Cap
	Investors	Opportunity	Income		Market	Fund®/VA -
	Portfolio	Portfolio	Portfolio		Portfolio	Service Class
Net investment income (loss)
Income:
Dividends	$ 1	$ -	$ 8		$ -	$ 6
Total investment income	1	-		8	-	6
Expenses:
Mortality, expense risk
and other charges	1	1		1	-	12
Annual administrative charges	-	-		-	-	-
Contingent deferred sales charges	-	-		-	-	-
Minimum death benefit guarantee charges	-	-		-	-	-
Other contract charges	-	-		-	-	5
Amortization of deferred charges	-	-		-	-	-
Total expenses	1	1		1	-	17
Net investment income (loss)	-	(1)		7	-	(11)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(7)	(7)		(2)	-	(77)
Capital gains distributions	-	-		-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(7)	(7)		(2)	-	(77)
Net unrealized appreciation
(depreciation) of investments	22	17		23	-	471
Net realized and unrealized gain (loss)
on investments	15	10		21	-	394
Net increase (decrease) in net assets
resulting from operations	$ 15	$ 9	$ 28		$ -	$ 383

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	PIMCO Real
	Return	Pioneer Equity	Pioneer Small
	Portfolio -	Income VCT	Cap Value VCT
	Administrative	Portfolio -	Portfolio -	ProFund VP	ProFund VP
	Class	Class II	Class II	Bull	Europe 30
Net investment income (loss)
Income:
Dividends	$ 275	$ 427	$ -	$ 95	$ 264
Total investment income	275	427	-	95	264
Expenses:
Mortality, expense risk
and other charges	89	140	9	241	166
Annual administrative charges	1	1	-	9	4
Contingent deferred sales charges	-	-	1	13	18
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	23	49	1	111	77
Amortization of deferred charges	-	-	-	-	-
Total expenses	113	190	11	374	265
Net investment income (loss)	162	237	(11)	(279)	(1)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(65)	(1,049)	(2,985)	(848)	(1,510)
Capital gains distributions	406	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	341	(1,049)	(2,985)	(848)	(1,510)
Net unrealized appreciation
(depreciation) of investments	872	2,633	2,845	3,813	3,915
Net realized and unrealized gain (loss)
on investments	1,213	1,584	(140)	2,965	2,405
Net increase (decrease) in net assets
resulting from operations	$ 1,375	$ 1,821	$ (151)	$ 2,686	$ 2,404

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		Wells Fargo	Wells Fargo	Wells Fargo		Wells Fargo
	ProFund VP	Advantage	Advantage	Advantage		Advantage
	Rising Rates	Asset Allocation	C&B Large Cap	Equity Income		Large Company
	Opportunity	Fund	Value Fund	Fund		Growth Fund
Net investment income (loss)
Income:
Dividends	$ 76	$ 37	$ 4	$ 10		$ 5
Total investment income	76	37	4		10	5
Expenses:
Mortality, expense risk
and other charges	253	32	4		10	27
Annual administrative charges	6	1	-		-	-
Contingent deferred sales charges	15	-	-		-	-
Minimum death benefit guarantee charges	-	-	-		-	-
Other contract charges	86	17	2		3	13
Amortization of deferred charges	-	-	-		-	-
Total expenses	360	50	6		13	40
Net investment income (loss)	(284)	(13)	(2)		(3)	(35)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(2,153)	(104)	(11)		(30)	(11)
Capital gains distributions	-	-	-		-	-
Total realized gain (loss) on investments
and capital gains distributions	(2,153)	(104)	(11)		(30)	(11)
Net unrealized appreciation
(depreciation) of investments	6,093	324	67		102	524
Net realized and unrealized gain (loss)
on investments	3,940	220	56		72	513
Net increase (decrease) in net assets
resulting from operations	$ 3,656	$ 207	$ 54	$ 69		$ 478

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	Wells Fargo	Wells Fargo	Wells Fargo
	Advantage	Advantage	Advantage
	Money Market	Small Cap	Total Return
	Fund	Growth Fund	Bond Fund
Net investment income (loss)
Income:
Dividends	$ -	$ -	$ 47
Total investment income	-	-	47
Expenses:
Mortality, expense risk
and other charges	1	8	19
Annual administrative charges	-	-	-
Contingent deferred sales charges	-	-	-
Minimum death benefit guarantee charges	-	-	-
Other contract charges	-	4	7
Amortization of deferred charges	-	-	-
Total expenses	1	12	26
Net investment income (loss)	(1)	(12)	21

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	-	(62)	1
Capital gains distributions	-	-	4
Total realized gain (loss) on investments
and capital gains distributions	-	(62)	5
Net unrealized appreciation
(depreciation) of investments	-	249	65
Net realized and unrealized gain (loss)
on investments	-	187	70
Net increase (decrease) in net assets
resulting from operations	$ (1)	$ 175	$ 91

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


				Columbia
		BlackRock	Columbia Asset	Federal
	AIM V.I.	Global	Allocation	Securities Fund,
	Leisure Fund -	Allocation V.I.	Fund, Variable	Variable Series
	Series I Shares	Fund - Class III	Series - Class A	- Class A
Net assets at January 1, 2008	$ 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

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(152)	(2,728)	7	2
Total realized gain (loss) on investments
and capital gains distributions	(3,132)	(6,491)	(3)	-
Net unrealized appreciation (depreciation)
of investments	7,970	153,606	52	(1)
Net increase (decrease) in net assets from operations	4,686	144,387	56	1
Changes from principal transactions:
Premiums	5	133,817	-	-
Death Benefits	(167)	(4,568)	-	-
Surrenders and withdrawals	(935)	(17,228)	(5)	(6)
Transfers between Divisions
(including fixed account), net	(1,330)	321,397	(5)	-
Increase (decrease) in net assets derived from
principal transactions	(2,427)	433,418	(10)	(6)
Total increase (decrease) in net assets	2,259	577,805	46	(5)
Net assets at December 31, 2009	$ 20,121	$ 975,605	$ 308	$ 22

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(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, 2008	$ 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

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2)	(2,571)	(1)	(799)
Total realized gain (loss) on investments
and capital gains distributions	(3)	(10,509)	(2)	(20,914)
Net unrealized appreciation (depreciation)
of investments	87	39,355	10	60,712
Net increase (decrease) in net assets from operations	82	26,275	7	38,999
Changes from principal transactions:
Premiums	-	65	-	1,200
Death Benefits	(7)	(1,659)	(17)	(2,297)
Surrenders and withdrawals	(2)	(5,785)	(16)	(8,937)
Transfers between Divisions
(including fixed account), net	-	(10,569)	-	(12,767)
Increase (decrease) in net assets derived from
principal transactions	(9)	(17,948)	(33)	(22,801)
Total increase (decrease) in net assets	73	8,327	(26)	16,198
Net assets at December 31, 2009	$ 331	$ 150,066	$ 25	$ 183,254

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	Fidelity® VIP	Franklin Small		ING
	Contrafund®	Cap Value	ING Balanced	Intermediate
	Portfolio -	Securities Fund	Portfolio -	Bond Portfolio -
	Service Class 2	- Class 2	Class S	Class S
Net assets at January 1, 2008	$ 922,587	$ 8,548	$ 9,901	$ 1,068,161

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(11,521)	(16)	151	40,270
Total realized gain (loss) on investments
and capital gains distributions	8,137	520	349	11,087
Net unrealized appreciation (depreciation)
of investments	(467,013)	(3,792)	(3,303)	(189,985)
Net increase (decrease) in net assets from operations	(470,397)	(3,288)	(2,803)	(138,628)
Changes from principal transactions:
Premiums	225,354	3,142	1,422	251,904
Death Benefits	(8,332)	(3)	(254)	(10,787)
Surrenders and withdrawals	(13,373)	(1,153)	(1,867)	(49,564)
Transfers between Divisions
(including fixed account), net	659	-	-	1,214
Increase (decrease) in net assets derived from
principal transactions	204,308	1,986	(699)	192,767
Total increase (decrease) in net assets	(266,089)	(1,302)	(3,502)	54,139
Net assets at December 31, 2008	656,498	7,246	6,399	1,122,300

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(9,570)	16	180	44,578
Total realized gain (loss) on investments
and capital gains distributions	(97,340)	(22)	(448)	(25,677)
Net unrealized appreciation (depreciation)
of investments	315,224	2,746	1,277	77,998
Net increase (decrease) in net assets from operations	208,314	2,740	1,009	96,899
Changes from principal transactions:
Premiums	36,945	2,853	283	67,971
Death Benefits	(5,993)	(129)	(99)	(12,576)
Surrenders and withdrawals	(27,878)	(338)	(408)	(74,361)
Transfers between Divisions
(including fixed account), net	(72,203)	(257)	(285)	41,079
Increase (decrease) in net assets derived from
principal transactions	(69,129)	2,129	(509)	22,113
Total increase (decrease) in net assets	139,185	4,869	500	119,012
Net assets at December 31, 2009	$ 795,683	$ 12,115	$ 6,899	$ 1,241,312

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(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, 2008	$ 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

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,719)	(157)	(2,157)	3,523
Total realized gain (loss) on investments
and capital gains distributions	(154,075)	(7,717)	(1,029)	(1,758)
Net unrealized appreciation (depreciation)
of investments	199,076	9,849	54,499	34,679
Net increase (decrease) in net assets from operations	42,282	1,975	51,313	36,444
Changes from principal transactions:
Premiums	3,748	12	66,114	75,041
Death Benefits	(3,240)	(31)	(2,359)	(2,949)
Surrenders and withdrawals	(8,346)	(151)	(6,172)	(16,202)
Transfers between Divisions
(including fixed account), net	(226,031)	(10,669)	48,943	139,875
Increase (decrease) in net assets derived from
principal transactions	(233,869)	(10,839)	106,526	195,765
Total increase (decrease) in net assets	(191,587)	(8,864)	157,839	232,209
Net assets at December 31, 2009	$ -	$ -	$ 306,208	$ 484,377


The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


				ING American
		ING American	ING American	Funds World
	ING American	Funds Growth-	Funds	Allocation
	Funds Growth	Income	International	Portfolio -
	Portfolio	Portfolio	Portfolio	Service Class
Net assets at January 1, 2008	$ 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

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(12,912)	(2,549)	10,937	(1,090)
Total realized gain (loss) on investments
and capital gains distributions	201,868	68,958	179,814	2,582
Net unrealized appreciation (depreciation)
of investments	356,847	228,716	174,029	14,266
Net increase (decrease) in net assets from operations	545,803	295,125	364,780	15,758
Changes from principal transactions:
Premiums	112,850	71,842	62,374	32,022
Death Benefits	(19,814)	(18,164)	(12,514)	(381)
Surrenders and withdrawals	(65,388)	(44,684)	(41,254)	(1,313)
Transfers between Divisions
(including fixed account), net	(13,269)	(2,615)	60,133	42,865
Increase (decrease) in net assets derived from
principal transactions	14,379	6,379	68,739	73,193
Total increase (decrease) in net assets	560,182	301,504	433,519	88,951
Net assets at December 31, 2009	$ 2,104,447	$ 1,376,389	$ 1,387,295	$ 102,079

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


				ING BlackRock
			ING BlackRock	Large Cap
	ING Artio	ING Artio	Inflation	Growth
	Foreign	Foreign	Protected Bond	Portfolio -
	Portfolio -	Portfolio -	Portfolio -	Institutional
	Service Class	Service 2 Class	Service Class	Class
Net assets at January 1, 2008	$ 908,393	$ 74,247	$ -	$ 244

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(17,585)	(1,529)	-	(2)
Total realized gain (loss) on investments
and capital gains distributions	95,942	7,609	-	14
Net unrealized appreciation (depreciation)
of investments	(497,266)	(39,130)	-	(103)
Net increase (decrease) in net assets from operations	(418,909)	(33,050)	-	(91)
Changes from principal transactions:
Premiums	133,540	527	-	-
Death Benefits	(6,321)	(565)	-	-
Surrenders and withdrawals	(118,122)	(2,203)	-	(22)
Transfers between Divisions
(including fixed account), net	688	(1)	-	-
Increase (decrease) in net assets derived from
principal transactions	9,785	(2,242)	-	(22)
Total increase (decrease) in net assets	(409,124)	(35,292)	-	(113)
Net assets at December 31, 2008	499,269	38,955	-	131

Increase (decrease) in net assets
Operations:
Net investment income (loss)	3,851	80	432	-
Total realized gain (loss) on investments
and capital gains distributions	(27,947)	(1,526)	1,080	(11)
Net unrealized appreciation (depreciation)
of investments	106,632	7,567	2,623	49
Net increase (decrease) in net assets from operations	82,536	6,121	4,135	38
Changes from principal transactions:
Premiums	24,582	184	18,430	-
Death Benefits	(5,102)	(305)	(215)	-
Surrenders and withdrawals	(22,455)	(901)	(3,618)	(12)
Transfers between Divisions
(including fixed account), net	22,826	2,683	140,669	(9)
Increase (decrease) in net assets derived from
principal transactions	19,851	1,661	155,266	(21)
Total increase (decrease) in net assets	102,387	7,782	159,401	17
Net assets at December 31, 2009	$ 601,656	$ 46,737	$ 159,401	$ 148

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING BlackRock	ING BlackRock	ING BlackRock	ING Clarion
	Large Cap	Large Cap	Large Cap	Global Real
	Growth	Value	Value	Estate
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 153,507	$ 57,552	$ 4,303	$ 145,395

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,917)	(876)	(78)	(3,367)
Total realized gain (loss) on investments
and capital gains distributions	8,373	1,124	184	(9,292)
Net unrealized appreciation (depreciation)
of investments	(69,280)	(18,792)	(1,532)	(69,097)
Net increase (decrease) in net assets from operations	(63,824)	(18,544)	(1,426)	(81,756)
Changes from principal transactions:
Premiums	18,099	12	-	44,889
Death Benefits	(1,914)	(619)	(33)	(1,440)
Surrenders and withdrawals	(11,624)	(10,858)	(638)	11,290
Transfers between Divisions
(including fixed account), net	101	54	6	172
Increase (decrease) in net assets derived from
principal transactions	4,662	(11,411)	(665)	54,911
Total increase (decrease) in net assets	(59,162)	(29,955)	(2,091)	(26,845)
Net assets at December 31, 2008	94,345	27,597	2,212	118,550

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,504)	(553)	(55)	(4)
Total realized gain (loss) on investments
and capital gains distributions	(12,056)	(3,536)	(108)	(21,929)
Net unrealized appreciation (depreciation)
of investments	42,442	6,048	344	59,954
Net increase (decrease) in net assets from operations	27,882	1,959	181	38,021
Changes from principal transactions:
Premiums	7,152	11	-	10,057
Death Benefits	(1,087)	(536)	(53)	(930)
Surrenders and withdrawals	(5,837)	(1,250)	(101)	(3,988)
Transfers between Divisions
(including fixed account), net	7,710	(2,589)	(50)	(10,674)
Increase (decrease) in net assets derived from
principal transactions	7,938	(4,364)	(204)	(5,535)
Total increase (decrease) in net assets	35,820	(2,405)	(23)	32,486
Net assets at December 31, 2009	$ 130,165	$ 25,192	$ 2,189	$ 151,036

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING Clarion
	Global Real	ING Clarion	ING Clarion	ING Evergreen
	Estate	Real Estate	Real Estate	Health Sciences
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 2,736	$ 578,834	$ 30,569	$ 205,635

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(61)	(5,413)	(411)	(4,148)
Total realized gain (loss) on investments
and capital gains distributions	(169)	82,687	4,652	9,968
Net unrealized appreciation (depreciation)
of investments	(1,052)	(269,772)	(15,142)	(75,064)
Net increase (decrease) in net assets from operations	(1,282)	(192,498)	(10,901)	(69,244)
Changes from principal transactions:
Premiums	38	10,443	219	21,772
Death Benefits	(45)	(5,616)	(134)	(1,430)
Surrenders and withdrawals	248	(120,639)	(3,901)	7,981
Transfers between Divisions
(including fixed account), net	-	314	4	35
Increase (decrease) in net assets derived from
principal transactions	241	(115,498)	(3,812)	28,358
Total increase (decrease) in net assets	(1,041)	(307,996)	(14,713)	(40,886)
Net assets at December 31, 2008	1,695	270,838	15,856	164,749

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(10)	3,726	149	(4,420)
Total realized gain (loss) on investments
and capital gains distributions	(229)	(49,240)	(2,219)	(8,794)
Net unrealized appreciation (depreciation)
of investments	807	121,520	6,801	38,662
Net increase (decrease) in net assets from operations	568	76,006	4,731	25,448
Changes from principal transactions:
Premiums	5	1,030	33	9,457
Death Benefits	-	(3,376)	(158)	(1,196)
Surrenders and withdrawals	(73)	(16,270)	(465)	(7,477)
Transfers between Divisions
(including fixed account), net	104	(21,002)	(1,161)	(11,165)
Increase (decrease) in net assets derived from
principal transactions	36	(39,618)	(1,751)	(10,381)
Total increase (decrease) in net assets	604	36,388	2,980	15,067
Net assets at December 31, 2009	$ 2,299	$ 307,226	$ 18,836	$ 179,816

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING Evergreen	ING Evergreen	ING FMR^SM	ING FMR^SM
	Omega	Omega	Diversified Mid Diversified Mid
	Portfolio -	Portfolio -	Cap Portfolio -	Cap Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class
Net assets at January 1, 2008	$ 8,527	$ 1,301	$ 1,061,996	$ 47,072

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(152)	(28)	(12,891)	(842)
Total realized gain (loss) on investments
and capital gains distributions	(57)	137	60,933	2,873
Net unrealized appreciation (depreciation)
of investments	(2,013)	(467)	(463,280)	(20,323)
Net increase (decrease) in net assets from operations	(2,222)	(358)	(415,238)	(18,292)
Changes from principal transactions:
Premiums	1,032	-	69,623	224
Death Benefits	(47)	(8)	(13,694)	(400)
Surrenders and withdrawals	1,625	(135)	(122,565)	(3,226)
Transfers between Divisions
(including fixed account), net	1	2	960	9
Increase (decrease) in net assets derived from
principal transactions	2,611	(141)	(65,676)	(3,393)
Total increase (decrease) in net assets	389	(499)	(480,914)	(21,685)
Net assets at December 31, 2008	8,916	802	581,082	25,387

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(889)	(24)	(12,891)	(705)
Total realized gain (loss) on investments
and capital gains distributions	(215)	(26)	(28,190)	(869)
Net unrealized appreciation (depreciation)
of investments	17,391	312	241,241	10,062
Net increase (decrease) in net assets from operations	16,287	262	200,160	8,488
Changes from principal transactions:
Premiums	6,378	-	20,215	79
Death Benefits	(271)	(11)	(9,250)	(372)
Surrenders and withdrawals	(2,612)	(8)	(37,819)	(743)
Transfers between Divisions
(including fixed account), net	64,738	(166)	11,618	(403)
Increase (decrease) in net assets derived from
principal transactions	68,233	(185)	(15,236)	(1,439)
Total increase (decrease) in net assets	84,520	77	184,924	7,049
Net assets at December 31, 2009	$ 93,436	$ 879	$ 766,006	$ 32,436

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


		ING Franklin	ING Franklin	ING Franklin
	ING Focus 5	Income	Income	Mutual Shares
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 99,541	$ 342,076	$ 9,020	$ 199,485

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(389)	2,763	25	2,201
Total realized gain (loss) on investments
and capital gains distributions	(7,459)	(5,413)	(547)	(6,659)
Net unrealized appreciation (depreciation)
of investments	(76,000)	(125,039)	(2,514)	(82,809)
Net increase (decrease) in net assets from operations	(83,848)	(127,689)	(3,036)	(87,267)
Changes from principal transactions:
Premiums	112,585	71,357	186	42,441
Death Benefits	(668)	(4,670)	(22)	(2,111)
Surrenders and withdrawals	3,132	6,955	(293)	(6,388)
Transfers between Divisions
(including fixed account), net	7	388	(3)	154
Increase (decrease) in net assets derived from
principal transactions	115,056	74,030	(132)	34,096
Total increase (decrease) in net assets	31,208	(53,659)	(3,168)	(53,171)
Net assets at December 31, 2008	130,749	288,417	5,852	146,314

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(3,620)	14,845	270	(3,770)
Total realized gain (loss) on investments
and capital gains distributions	(19,278)	(12,855)	(883)	(13,244)
Net unrealized appreciation (depreciation)
of investments	48,080	88,813	2,414	52,591
Net increase (decrease) in net assets from operations	25,182	90,803	1,801	35,577
Changes from principal transactions:
Premiums	13,138	20,434	42	11,316
Death Benefits	(653)	(4,819)	(20)	(2,206)
Surrenders and withdrawals	(3,373)	(18,221)	(115)	(5,918)
Transfers between Divisions
(including fixed account), net	(10,732)	55,039	297	2,456
Increase (decrease) in net assets derived from
principal transactions	(1,620)	52,433	204	5,648
Total increase (decrease) in net assets	23,562	143,236	2,005	41,225
Net assets at December 31, 2009	$ 154,311	$ 431,653	$ 7,857	$ 187,539

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING Franklin
	Templeton
	Founding	ING Global	ING Global	ING Growth
	Strategy	Resources	Resources	and Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio II -
	Service Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 520,590	$ 828,047	$ 41,169	$ 352,697

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(16,020)	(5,155)	(428)	(5,239)
Total realized gain (loss) on investments
and capital gains distributions	(5,642)	157,644	7,343	47,518
Net unrealized appreciation (depreciation)
of investments	(305,460)	(567,168)	(24,926)	(219,795)
Net increase (decrease) in net assets from operations	(327,122)	(414,679)	(18,011)	(177,516)
Changes from principal transactions:
Premiums	378,301	151,559	728	7,812
Death Benefits	(4,052)	(6,652)	(251)	(3,753)
Surrenders and withdrawals	115,827	(11,801)	(1,108)	(52,365)
Transfers between Divisions
(including fixed account), net	475	527	4	177
Increase (decrease) in net assets derived from
principal transactions	490,551	133,633	(627)	(48,129)
Total increase (decrease) in net assets	163,429	(281,046)	(18,638)	(225,645)
Net assets at December 31, 2008	684,019	547,001	22,531	127,052

Increase (decrease) in net assets
Operations:
Net investment income (loss)	2,365	(14,498)	(706)	1,668
Total realized gain (loss) on investments
and capital gains distributions	(22,951)	(48,883)	(490)	(163,053)
Net unrealized appreciation (depreciation)
of investments	202,439	251,057	8,414	177,974
Net increase (decrease) in net assets from operations	181,853	187,676	7,218	16,589
Changes from principal transactions:
Premiums	36,831	23,197	58	58
Death Benefits	(6,783)	(5,280)	(267)	(1,169)
Surrenders and withdrawals	(20,041)	(27,040)	(809)	(3,347)
Transfers between Divisions
(including fixed account), net	(25,988)	(33,493)	(242)	(139,183)
Increase (decrease) in net assets derived from
principal transactions	(15,981)	(42,616)	(1,260)	(143,641)
Total increase (decrease) in net assets	165,872	145,060	5,958	(127,052)
Net assets at December 31, 2009	$ 849,891	$ 692,061	$ 28,489	$ -

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


				ING
		ING Index Plus	ING Index Plus	International
	ING Growth	International	International	Growth
	and Income	Equity	Equity	Opportunities
	Portfolio II -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 25,414	$ 41,029	$ 800	$ 142,378

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(439)	1,178	14	(851)
Total realized gain (loss) on investments
and capital gains distributions	2,995	4,668	93	21,250
Net unrealized appreciation (depreciation)
of investments	(15,817)	(21,719)	(384)	(87,278)
Net increase (decrease) in net assets from operations	(13,261)	(15,873)	(277)	(66,879)
Changes from principal transactions:
Premiums	62	1,354	-	12
Death Benefits	(142)	(272)	(6)	(2,214)
Surrenders and withdrawals	(2,380)	(9,007)	(234)	(20,283)
Transfers between Divisions
(including fixed account), net	15	18	1	155
Increase (decrease) in net assets derived from
principal transactions	(2,445)	(7,907)	(239)	(22,330)
Total increase (decrease) in net assets	(15,706)	(23,780)	(516)	(89,209)
Net assets at December 31, 2008	9,708	17,249	284	53,169

Increase (decrease) in net assets
Operations:
Net investment income (loss)	74	798	12	1,126
Total realized gain (loss) on investments
and capital gains distributions	(13,252)	(18,492)	(303)	(57,152)
Net unrealized appreciation (depreciation)
of investments	14,414	20,269	338	74,924
Net increase (decrease) in net assets from operations	1,236	2,575	47	18,898
Changes from principal transactions:
Premiums	8	188	-	7
Death Benefits	(41)	(160)	-	(998)
Surrenders and withdrawals	(270)	(420)	-	(2,792)
Transfers between Divisions
(including fixed account), net	(10,641)	(19,432)	(331)	(68,284)
Increase (decrease) in net assets derived from
principal transactions	(10,944)	(19,824)	(331)	(72,067)
Total increase (decrease) in net assets	(9,708)	(17,249)	(284)	(53,169)
Net assets at December 31, 2009	$ -	$ -	$ -	$ -

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING
	International			ING JPMorgan
	Growth	ING Janus	ING Janus	Emerging
	Opportunities	Contrarian	Contrarian	Markets Equity
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 10,823	$ 784,615	$ 39,413	$ 867,350

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(126)	(11,329)	(689)	835
Total realized gain (loss) on investments
and capital gains distributions	1,765	75,912	3,638	97,310
Net unrealized appreciation (depreciation)
of investments	(7,142)	(482,952)	(22,459)	(565,466)
Net increase (decrease) in net assets from operations	(5,503)	(418,369)	(19,510)	(467,321)
Changes from principal transactions:
Premiums	-	108,758	282	133,882
Death Benefits	(26)	(8,543)	(390)	(6,376)
Surrenders and withdrawals	(841)	(59,259)	(1,044)	(113,007)
Transfers between Divisions
(including fixed account), net	(2)	771	(6)	340
Increase (decrease) in net assets derived from
principal transactions	(869)	41,727	(1,158)	14,839
Total increase (decrease) in net assets	(6,372)	(376,642)	(20,668)	(452,482)
Net assets at December 31, 2008	4,451	407,973	18,745	414,868

Increase (decrease) in net assets
Operations:
Net investment income (loss)	56	(8,213)	(490)	(6,551)
Total realized gain (loss) on investments
and capital gains distributions	(4,645)	(89,271)	(3,292)	11,967
Net unrealized appreciation (depreciation)
of investments	6,204	218,338	9,247	287,371
Net increase (decrease) in net assets from operations	1,615	120,854	5,465	292,787
Changes from principal transactions:
Premiums	-	13,395	43	22,967
Death Benefits	(44)	(4,930)	(186)	(6,490)
Surrenders and withdrawals	(256)	(19,225)	(564)	(23,885)
Transfers between Divisions
(including fixed account), net	(5,766)	(57,794)	(1,647)	(7,800)
Increase (decrease) in net assets derived from
principal transactions	(6,066)	(68,554)	(2,354)	(15,208)
Total increase (decrease) in net assets	(4,451)	52,300	3,111	277,579
Net assets at December 31, 2009	$ -	$ 460,273	$ 21,856	$ 692,447

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING JPMorgan	ING JPMorgan	ING JPMorgan	ING JPMorgan
	Emerging	Small Cap Core	Small Cap Core	Value
	Markets Equity	Equity	Equity	Opportunities
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 47,813	$ 236,387	$ 50,959	$ 41,470

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(152)	(3,686)	(992)	272
Total realized gain (loss) on investments
and capital gains distributions	5,170	11,625	4,188	491
Net unrealized appreciation (depreciation)
of investments	(29,383)	(73,261)	(18,127)	(15,071)
Net increase (decrease) in net assets from operations	(24,365)	(65,322)	(14,931)	(14,308)
Changes from principal transactions:
Premiums	424	9,101	64	198
Death Benefits	(372)	(1,567)	(164)	(991)
Surrenders and withdrawals	(2,816)	(52,474)	(5,944)	(8,243)
Transfers between Divisions
(including fixed account), net	2	198	24	98
Increase (decrease) in net assets derived from
principal transactions	(2,762)	(44,742)	(6,020)	(8,938)
Total increase (decrease) in net assets	(27,127)	(110,064)	(20,951)	(23,246)
Net assets at December 31, 2008	20,686	126,323	30,008	18,224

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(456)	(2,930)	(805)	764
Total realized gain (loss) on investments
and capital gains distributions	1,033	(5,968)	(276)	(17,325)
Net unrealized appreciation (depreciation)
of investments	13,106	37,207	7,627	17,502
Net increase (decrease) in net assets from operations	13,683	28,309	6,546	941
Changes from principal transactions:
Premiums	277	2,552	4	7
Death Benefits	(220)	(1,432)	(392)	(155)
Surrenders and withdrawals	(610)	(5,227)	(747)	(1,010)
Transfers between Divisions
(including fixed account), net	(480)	2,998	(1,193)	(18,007)
Increase (decrease) in net assets derived from
principal transactions	(1,033)	(1,109)	(2,328)	(19,165)
Total increase (decrease) in net assets	12,650	27,200	4,218	(18,224)
Net assets at December 31, 2009	$ 33,336	$ 153,523	$ 34,226	$ -

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING JPMorgan	ING LifeStyle	ING LifeStyle
	Value	Aggressive	Aggressive	ING LifeStyle
	Opportunities	Growth	Growth	Conservative
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 1,674	$ 1,325,896	$ 4,328	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	(9,869)	(31)	(571)
Total realized gain (loss) on investments
and capital gains distributions	78	117,341	193	(189)
Net unrealized appreciation (depreciation)
of investments	(617)	(678,526)	(2,130)	699
Net increase (decrease) in net assets from operations	(539)	(571,054)	(1,968)	(61)
Changes from principal transactions:
Premiums	-	121,061	24	23,180
Death Benefits	(11)	(10,495)	-	(41)
Surrenders and withdrawals	(434)	(115,510)	381	104,743
Transfers between Divisions
(including fixed account), net	-	754	(1)	13
Increase (decrease) in net assets derived from
principal transactions	(445)	(4,190)	404	127,895
Total increase (decrease) in net assets	(984)	(575,244)	(1,564)	127,834
Net assets at December 31, 2008	690	750,652	2,764	127,834

Increase (decrease) in net assets
Operations:
Net investment income (loss)	27	9,848	18	3,551
Total realized gain (loss) on investments
and capital gains distributions	(644)	(360,920)	(1,634)	40,447
Net unrealized appreciation (depreciation)
of investments	648	521,999	2,126	(699)
Net increase (decrease) in net assets from operations	31	170,927	510	43,299
Changes from principal transactions:
Premiums	-	23,899	12	60,229
Death Benefits	-	(7,077)	(5)	(2,283)
Surrenders and withdrawals	(6)	(17,879)	(43)	(7,617)
Transfers between Divisions
(including fixed account), net	(715)	(920,522)	(3,238)	(221,462)
Increase (decrease) in net assets derived from
principal transactions	(721)	(921,579)	(3,274)	(171,133)
Total increase (decrease) in net assets	(690)	(750,652)	(2,764)	(127,834)
Net assets at December 31, 2009	$ -	$ -	$ -	$ -

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


				ING LifeStyle
	ING LifeStyle	ING LifeStyle	ING LifeStyle	Moderate
	Conservative	Growth	Growth	Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ -	$ 3,874,407	$ 12,286	$ 2,953,955

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	(28,650)	(117)	(12,154)
Total realized gain (loss) on investments
and capital gains distributions	-	223,784	591	138,281
Net unrealized appreciation (depreciation)
of investments	-	(1,870,893)	(5,865)	(1,253,846)
Net increase (decrease) in net assets from operations	-	(1,675,759)	(5,391)	(1,127,719)
Changes from principal transactions:
Premiums	-	974,517	61	727,288
Death Benefits	-	(26,560)	(75)	(34,186)
Surrenders and withdrawals	-	(225,129)	2,684	(88,972)
Transfers between Divisions
(including fixed account), net	-	2,516	8	2,364
Increase (decrease) in net assets derived from
principal transactions	-	725,344	2,678	606,494
Total increase (decrease) in net assets	-	(950,415)	(2,713)	(521,225)
Net assets at December 31, 2008	-	2,923,992	9,573	2,432,730

Increase (decrease) in net assets
Operations:
Net investment income (loss)	22	73,667	237	84,707
Total realized gain (loss) on investments
and capital gains distributions	35	(966,479)	(3,732)	(571,622)
Net unrealized appreciation (depreciation)
of investments	-	1,524,090	5,608	988,979
Net increase (decrease) in net assets from operations	57	631,278	2,113	502,064
Changes from principal transactions:
Premiums	-	211,134	74	179,755
Death Benefits	-	(20,169)	-	(23,110)
Surrenders and withdrawals	(17)	(66,516)	(154)	(80,541)
Transfers between Divisions
(including fixed account), net	(40)	(3,679,719)	(11,606)	(3,010,898)
Increase (decrease) in net assets derived from
principal transactions	(57)	(3,555,270)	(11,686)	(2,934,794)
Total increase (decrease) in net assets	-	(2,923,992)	(9,573)	(2,432,730)
Net assets at December 31, 2009	$ -	$ -	$ -	$ -

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(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, 2008	$ 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

Increase (decrease) in net assets
Operations:
Net investment income (loss)	377	60,494	730	3,474
Total realized gain (loss) on investments
and capital gains distributions	(3,790)	(235,236)	(1,707)	(1,994)
Net unrealized appreciation (depreciation)
of investments	5,800	432,533	4,078	4,524
Net increase (decrease) in net assets from operations	2,387	257,791	3,101	6,004
Changes from principal transactions:
Premiums	57	129,732	15	16
Death Benefits	(226)	(18,338)	-	(3,668)
Surrenders and withdrawals	(503)	(55,573)	(251)	(14,710)
Transfers between Divisions
(including fixed account), net	(12,868)	(1,715,018)	(14,179)	(4,289)
Increase (decrease) in net assets derived from
principal transactions	(13,540)	(1,659,197)	(14,415)	(22,651)
Total increase (decrease) in net assets	(11,153)	(1,401,406)	(11,314)	(16,647)
Net assets at December 31, 2009	$ -	$ -	$ -	$ 113,748

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


			ING Lord	ING Lord
	ING Liquid	ING Liquid	Abbett	Abbett
	Assets	Assets	Affiliated	Affiliated
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class
Net assets at January 1, 2008	$ 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

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(49,582)	(1,256)	(887)	(37)
Total realized gain (loss) on investments
and capital gains distributions	4,075	87	(5,214)	(178)
Net unrealized appreciation (depreciation)
of investments	-	-	13,521	477
Net increase (decrease) in net assets from operations	(45,507)	(1,169)	7,420	262
Changes from principal transactions:
Premiums	287,399	16	12	-
Death Benefits	(34,309)	(1,027)	(745)	(9)
Surrenders and withdrawals	(443,285)	(8,361)	(3,940)	(26)
Transfers between Divisions
(including fixed account), net	(600,801)	(13,429)	(3,657)	(128)
Increase (decrease) in net assets derived from
principal transactions	(790,996)	(22,801)	(8,330)	(163)
Total increase (decrease) in net assets	(836,503)	(23,970)	(910)	99
Net assets at December 31, 2009	$ 1,494,964	$ 32,318	$ 57,701	$ 1,991

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


			ING Marsico
	ING Marsico	ING Marsico	International	ING MFS Total
	Growth	Growth	Opportunities	Return
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class
Net assets at January 1, 2008	$ 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

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(5,973)	(323)	(2,356)	1,590
Total realized gain (loss) on investments
and capital gains distributions	10,411	(133)	(22,978)	(26,042)
Net unrealized appreciation (depreciation)
of investments	92,547	4,078	74,292	131,083
Net increase (decrease) in net assets from operations	96,985	3,622	48,958	106,631
Changes from principal transactions:
Premiums	15,339	24	3,683	27,138
Death Benefits	(8,163)	(136)	(1,841)	(16,531)
Surrenders and withdrawals	(26,564)	(481)	(6,281)	(56,883)
Transfers between Divisions
(including fixed account), net	(14,596)	174	(28,844)	(3,508)
Increase (decrease) in net assets derived from
principal transactions	(33,984)	(419)	(33,283)	(49,784)
Total increase (decrease) in net assets	63,001	3,203	15,675	56,847
Net assets at December 31, 2009	$ 460,437	$ 17,480	$ 175,866	$ 797,586

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


			ING Multi-	ING
			Manager	Oppenheimer
	ING MFS Total	ING MFS	International	Active
	Return	Utilities	Small Cap	Allocation
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Class S	Service Class
Net assets at January 1, 2008	$ 49,366	$ 499,704	$ -	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	1,231	4,391	(30)	22
Total realized gain (loss) on investments
and capital gains distributions	2,822	69,437	(652)	-
Net unrealized appreciation (depreciation)
of investments	(15,324)	(304,761)	(852)	25
Net increase (decrease) in net assets from operations	(11,271)	(230,933)	(1,534)	47
Changes from principal transactions:
Premiums	102	108,682	2,385	2,909
Death Benefits	(403)	(5,263)	(3)	-
Surrenders and withdrawals	(5,094)	(24,774)	1,788	515
Transfers between Divisions
(including fixed account), net	5	409	-	-
Increase (decrease) in net assets derived from
principal transactions	(5,390)	79,054	4,170	3,424
Total increase (decrease) in net assets	(16,661)	(151,879)	2,636	3,471
Net assets at December 31, 2008	32,705	347,825	2,636	3,471

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(149)	10,552	1,991	(193)
Total realized gain (loss) on investments
and capital gains distributions	(2,166)	(15,443)	172	115
Net unrealized appreciation (depreciation)
of investments	6,589	99,841	852	3,983
Net increase (decrease) in net assets from operations	4,274	94,950	3,015	3,905
Changes from principal transactions:
Premiums	145	21,609	1,480	8,893
Death Benefits	(287)	(3,503)	(149)	(72)
Surrenders and withdrawals	(1,136)	(16,853)	(178)	(290)
Transfers between Divisions
(including fixed account), net	(1,366)	(27,390)	(6,804)	7,625
Increase (decrease) in net assets derived from
principal transactions	(2,644)	(26,137)	(5,651)	16,156
Total increase (decrease) in net assets	1,630	68,813	(2,636)	20,061
Net assets at December 31, 2009	$ 34,335	$ 416,638	$ -	$ 23,532

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING	ING
	Oppenheimer	Oppenheimer	ING PIMCO	ING PIMCO
	Main Street	Main Street	High Yield	Total Return
	Portfolio® -	Portfolio® -	Portfolio -	Bond Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class
Net assets at January 1, 2008	$ 379,304	$ 4,861	$ 574,507	$ 963,329

Increase (decrease) in net assets
Operations:
Net investment income (loss)	1,553	(12)	29,128	16,065
Total realized gain (loss) on investments
and capital gains distributions	17,421	94	(28,548)	26,706
Net unrealized appreciation (depreciation)
of investments	(159,619)	(1,955)	(119,890)	(24,763)
Net increase (decrease) in net assets from operations	(140,645)	(1,873)	(119,310)	18,008
Changes from principal transactions:
Premiums	9,761	26	12,172	544,471
Death Benefits	(6,932)	(41)	(8,960)	(19,557)
Surrenders and withdrawals	(46,260)	(340)	(132,629)	604,672
Transfers between Divisions
(including fixed account), net	236	-	384	1,351
Increase (decrease) in net assets derived from
principal transactions	(43,195)	(355)	(129,033)	1,130,937
Total increase (decrease) in net assets	(183,840)	(2,228)	(248,343)	1,148,945
Net assets at December 31, 2008	195,464	2,633	326,164	2,112,274

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(648)	(21)	22,149	37,843
Total realized gain (loss) on investments
and capital gains distributions	(11,836)	(820)	(18,648)	97,813
Net unrealized appreciation (depreciation)
of investments	25,048	977	132,752	159,164
Net increase (decrease) in net assets from operations	12,564	136	136,253	294,820
Changes from principal transactions:
Premiums	1,625	7	694	226,311
Death Benefits	(2,920)	(61)	(6,389)	(26,940)
Surrenders and withdrawals	(7,205)	(44)	(27,471)	(171,566)
Transfers between Divisions
(including fixed account), net	(199,528)	(2,671)	(29,226)	547,171
Increase (decrease) in net assets derived from
principal transactions	(208,028)	(2,769)	(62,392)	574,976
Total increase (decrease) in net assets	(195,464)	(2,633)	73,861	869,796
Net assets at December 31, 2009	$ -	$ -	$ 400,025	$ 2,982,070

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING PIMCO		ING Pioneer	ING Retirement
	Total Return	ING Pioneer	Mid Cap Value	Conservative
	Bond Portfolio -	Fund Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service Class	Adviser Class
Net assets at January 1, 2008	$ 47,659	$ 89,772	$ 648,885	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	248	311	(4,246)	-
Total realized gain (loss) on investments
and capital gains distributions	971	3,267	26,099	-
Net unrealized appreciation (depreciation)
of investments	(534)	(32,243)	(282,330)	-
Net increase (decrease) in net assets from operations	685	(28,665)	(260,477)	-
Changes from principal transactions:
Premiums	530	3,746	38,279	-
Death Benefits	(548)	(590)	(6,276)	-
Surrenders and withdrawals	13,059	(18,609)	73,101	-
Transfers between Divisions
(including fixed account), net	18	73	687	-
Increase (decrease) in net assets derived from
principal transactions	13,059	(15,380)	105,791	-
Total increase (decrease) in net assets	13,744	(44,045)	(154,686)	-
Net assets at December 31, 2008	61,403	45,727	494,199	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)	659	(590)	(6,483)	(1,973)
Total realized gain (loss) on investments
and capital gains distributions	2,662	(2,250)	(21,539)	137
Net unrealized appreciation (depreciation)
of investments	4,065	11,780	130,193	4,284
Net increase (decrease) in net assets from operations	7,386	8,940	102,171	2,448
Changes from principal transactions:
Premiums	141	1,180	15,034	6,260
Death Benefits	(741)	(683)	(7,687)	(376)
Surrenders and withdrawals	(3,914)	(2,538)	(26,451)	(3,853)
Transfers between Divisions
(including fixed account), net	9,612	(678)	(13,280)	395,943
Increase (decrease) in net assets derived from
principal transactions	5,098	(2,719)	(32,384)	397,974
Total increase (decrease) in net assets	12,484	6,221	69,787	400,422
Net assets at December 31, 2009	$ 73,887	$ 51,948	$ 563,986	$ 400,422

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


		ING Retirement		ING T. Rowe
	ING Retirement	Moderate	ING Retirement	Price Capital
	Growth	Growth	Moderate	Appreciation
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Adviser Class	Adviser Class	Adviser Class	Service Class
Net assets at January 1, 2008	$ -	$ -	$ -	$ 2,706,874

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	-	-	47,843
Total realized gain (loss) on investments
and capital gains distributions	-	-	-	266,409
Net unrealized appreciation (depreciation)
of investments	-	-	-	(1,115,753)
Net increase (decrease) in net assets from operations	-	-	-	(801,501)
Changes from principal transactions:
Premiums	-	-	-	347,161
Death Benefits	-	-	-	(35,146)
Surrenders and withdrawals	-	-	-	(257,446)
Transfers between Divisions
(including fixed account), net	-	-	-	2,090
Increase (decrease) in net assets derived from
principal transactions	-	-	-	56,659
Total increase (decrease) in net assets	-	-	-	(744,842)
Net assets at December 31, 2008	-	-	-	1,962,032

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(23,705)	(15,066)	(8,809)	(12,271)
Total realized gain (loss) on investments
and capital gains distributions	(53)	(177)	(14)	(10,212)
Net unrealized appreciation (depreciation)
of investments	87,859	52,262	25,403	598,703
Net increase (decrease) in net assets from operations	64,101	37,019	16,580	576,220
Changes from principal transactions:
Premiums	26,456	29,643	15,025	109,359
Death Benefits	(7,788)	(6,469)	(4,520)	(27,799)
Surrenders and withdrawals	(23,452)	(19,462)	(14,835)	(125,472)
Transfers between Divisions
(including fixed account), net	4,475,095	3,067,494	1,822,699	19,008
Increase (decrease) in net assets derived from
principal transactions	4,470,311	3,071,206	1,818,369	(24,904)
Total increase (decrease) in net assets	4,534,412	3,108,225	1,834,949	551,316
Net assets at December 31, 2009	$ 4,534,412	$ 3,108,225	$ 1,834,949	$ 2,513,348

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING T. Rowe	ING T. Rowe	ING T. Rowe
	Price Capital	Price Equity	Price Equity	ING Templeton
	Appreciation	Income	Income	Global Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 111,811	$ 945,504	$ 34,714	$ 448,072

Increase (decrease) in net assets
Operations:
Net investment income (loss)	1,006	14,583	354	(3,928)
Total realized gain (loss) on investments
and capital gains distributions	8,218	66,730	2,322	23,014
Net unrealized appreciation (depreciation)
of investments	(40,232)	(417,963)	(15,168)	(192,003)
Net increase (decrease) in net assets from operations	(31,008)	(336,650)	(12,492)	(172,917)
Changes from principal transactions:
Premiums	535	51,317	154	24,014
Death Benefits	(486)	(11,855)	(113)	(5,219)
Surrenders and withdrawals	(11,331)	(95,089)	(2,123)	(59,735)
Transfers between Divisions
(including fixed account), net	8	733	20	225
Increase (decrease) in net assets derived from
principal transactions	(11,274)	(54,894)	(2,062)	(40,715)
Total increase (decrease) in net assets	(42,282)	(391,544)	(14,554)	(213,632)
Net assets at December 31, 2008	69,529	553,960	20,160	234,440

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(827)	(3,663)	(247)	(380)
Total realized gain (loss) on investments
and capital gains distributions	(2,736)	(13,272)	(1,180)	669
Net unrealized appreciation (depreciation)
of investments	22,878	132,250	5,403	65,048
Net increase (decrease) in net assets from operations	19,315	115,315	3,976	65,337
Changes from principal transactions:
Premiums	213	20,160	65	9,446
Death Benefits	(785)	(9,124)	(165)	(4,188)
Surrenders and withdrawals	(2,865)	(32,322)	(1,062)	(13,670)
Transfers between Divisions
(including fixed account), net	(2,059)	4,571	(535)	8,098
Increase (decrease) in net assets derived from
principal transactions	(5,496)	(16,715)	(1,697)	(314)
Total increase (decrease) in net assets	13,819	98,600	2,279	65,023
Net assets at December 31, 2009	$ 83,348	$ 652,560	$ 22,439	$ 299,463

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


		ING Van	ING Van	ING Van
	ING Templeton	Kampen Capital	Kampen Capital	Kampen Global
	Global Growth	Growth	Growth	Franchise
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 8,169	$ 54,233	$ 14,455	$ 339,631

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(108)	(3,132)	(101)	(1,327)
Total realized gain (loss) on investments
and capital gains distributions	373	2,535	2,823	27,416
Net unrealized appreciation (depreciation)
of investments	(3,147)	(105,018)	(3,582)	(126,436)
Net increase (decrease) in net assets from operations	(2,882)	(105,615)	(860)	(100,347)
Changes from principal transactions:
Premiums	76	6,646	14	30,043
Death Benefits	(21)	(1,161)	(12)	(1,843)
Surrenders and withdrawals	(1,604)	156,622	(13,585)	(52,106)
Transfers between Divisions
(including fixed account), net	-	112	-	269
Increase (decrease) in net assets derived from
principal transactions	(1,549)	162,219	(13,583)	(23,637)
Total increase (decrease) in net assets	(4,431)	56,604	(14,443)	(123,984)
Net assets at December 31, 2008	3,738	110,837	12	215,647

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(33)	(1,126)	-	10,144
Total realized gain (loss) on investments
and capital gains distributions	(158)	(69,476)	(1)	164
Net unrealized appreciation (depreciation)
of investments	1,222	94,626	3	43,610
Net increase (decrease) in net assets from operations	1,031	24,024	2	53,918
Changes from principal transactions:
Premiums	18	1,146	-	8,369
Death Benefits	(45)	(1,141)	(4)	(2,260)
Surrenders and withdrawals	(118)	(3,437)	-	(10,640)
Transfers between Divisions
(including fixed account), net	67	(131,429)	(10)	7,570
Increase (decrease) in net assets derived from
principal transactions	(78)	(134,861)	(14)	3,039
Total increase (decrease) in net assets	953	(110,837)	(12)	56,957
Net assets at December 31, 2009	$ 4,691	$ -	$ -	$ 272,604

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, 2009 and 2008

(Dollars in thousands)


		ING Van	ING Van	ING Van
	ING Van	Kampen Global	Kampen	Kampen
	Kampen Global	Tactical Asset	Growth and	Growth and
	Franchise	Allocation	Income	Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service Class	Service 2 Class
Net assets at January 1, 2008	$ 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

Increase (decrease) in net assets
Operations:
Net investment income (loss)	2,263	181	(3,853)	(726)
Total realized gain (loss) on investments
and capital gains distributions	1,293	972	(27,909)	(1,677)
Net unrealized appreciation (depreciation)
of investments	8,737	2,795	116,163	11,062
Net increase (decrease) in net assets from operations	12,293	3,948	84,401	8,659
Changes from principal transactions:
Premiums	257	8,159	17,402	139
Death Benefits	(674)	(188)	(9,116)	(476)
Surrenders and withdrawals	(2,650)	(518)	(29,755)	(1,605)
Transfers between Divisions
(including fixed account), net	(1,607)	27,630	(9,714)	(30)
Increase (decrease) in net assets derived from
principal transactions	(4,674)	35,083	(31,183)	(1,972)
Total increase (decrease) in net assets	7,619	39,031	53,218	6,687
Net assets at December 31, 2009	$ 60,900	$ 41,756	$ 482,174	$ 51,349

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, 2009 and 2008

(Dollars in thousands)


	ING Wells	ING Wells		ING American
	Fargo Small	Fargo Small		Century Large
	Cap Disciplined	Cap Disciplined	ING Diversified	Company Value
	Portfolio -	Portfolio -	International	Portfolio -
	Service Class	Service 2 Class	Fund - Class R	Service Class
Net assets at January 1, 2008	$ 14,310	$ 641	$ 398	$ 527

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(157)	(9)	17	61
Total realized gain (loss) on investments
and capital gains distributions	345	52	(4)	134
Net unrealized appreciation (depreciation)
of investments	(4,172)	(249)	(181)	(417)
Net increase (decrease) in net assets from operations	(3,984)	(206)	(168)	(222)
Changes from principal transactions:
Premiums	5	-	-	141
Death Benefits	(103)	-	(12)	-
Surrenders and withdrawals	(3,636)	(66)	(37)	(61)
Transfers between Divisions
(including fixed account), net	2	-	1	-
Increase (decrease) in net assets derived from
principal transactions	(3,732)	(66)	(48)	80
Total increase (decrease) in net assets	(7,716)	(272)	(216)	(142)
Net assets at December 31, 2008	6,594	369	182	385

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(189)	(9)	(2)	6
Total realized gain (loss) on investments
and capital gains distributions	(3,325)	(30)	(31)	(401)
Net unrealized appreciation (depreciation)
of investments	5,929	129	82	425
Net increase (decrease) in net assets from operations	2,415	90	49	30
Changes from principal transactions:
Premiums	1,109	-	-	215
Death Benefits	(82)	-	-	-
Surrenders and withdrawals	(424)	(9)	(6)	(6)
Transfers between Divisions
(including fixed account), net	6,917	(25)	(22)	(624)
Increase (decrease) in net assets derived from
principal transactions	7,520	(34)	(28)	(415)
Total increase (decrease) in net assets	9,935	56	21	(385)
Net assets at December 31, 2009	$ 16,529	$ 425	$ 203	$ -

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, 2009 and 2008

(Dollars in thousands)


	ING American	ING Baron	ING Columbia
	Century Small-	Small Cap	Small Cap	ING Davis New
	Mid Cap Value	Growth	Value	York Venture
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class
Net assets at January 1, 2008	$ 519	$ 240,630	$ 144,098	$ 182,872

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2)	(4,990)	(3,448)	(3,123)
Total realized gain (loss) on investments
and capital gains distributions	36	5,685	(5,329)	215
Net unrealized appreciation (depreciation)
of investments	(181)	(119,270)	(61,222)	(101,313)
Net increase (decrease) in net assets from operations	(147)	(118,575)	(69,999)	(104,221)
Changes from principal transactions:
Premiums	99	55,059	43,380	73,729
Death Benefits	-	(2,009)	(1,068)	(1,552)
Surrenders and withdrawals	(67)	2,034	19,602	34,895
Transfers between Divisions
(including fixed account), net	-	149	77	177
Increase (decrease) in net assets derived from
principal transactions	32	55,233	61,991	107,249
Total increase (decrease) in net assets	(115)	(63,342)	(8,008)	3,028
Net assets at December 31, 2008	404	177,288	136,090	185,900

Increase (decrease) in net assets
Operations:
Net investment income (loss)	7	(5,832)	(2,055)	(3,984)
Total realized gain (loss) on investments
and capital gains distributions	(116)	(13,593)	(19,844)	(9,833)
Net unrealized appreciation (depreciation)
of investments	688	84,871	53,172	72,285
Net increase (decrease) in net assets from operations	579	65,446	31,273	58,468
Changes from principal transactions:
Premiums	924	20,614	8,372	24,470
Death Benefits	(22)	(2,327)	(1,226)	(2,666)
Surrenders and withdrawals	(86)	(8,850)	(5,581)	(6,718)
Transfers between Divisions
(including fixed account), net	252	36,076	(12,598)	7,541
Increase (decrease) in net assets derived from
principal transactions	1,068	45,513	(11,033)	22,627
Total increase (decrease) in net assets	1,647	110,959	20,240	81,095
Net assets at December 31, 2009	$ 2,051	$ 288,247	$ 156,330	$ 266,995

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, 2009 and 2008

(Dollars in thousands)


		ING Legg
		Mason Partners	ING Neuberger	ING
	ING JPMorgan	Aggressive	Berman	Oppenheimer
	Mid Cap Value	Growth	Partners	Global
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Initial Class
Net assets at January 1, 2008	$ 23,165	$ 152,199	$ 148,883	$ 14,307

Increase (decrease) in net assets
Operations:
Net investment income (loss)	333	(3,049)	(2,160)	92
Total realized gain (loss) on investments
and capital gains distributions	(450)	2,193	(5,162)	1,069
Net unrealized appreciation (depreciation)
of investments	(12,251)	(56,620)	(61,029)	(6,344)
Net increase (decrease) in net assets from operations	(12,368)	(57,476)	(68,351)	(5,183)
Changes from principal transactions:
Premiums	10,993	4,090	25	(3)
Death Benefits	(411)	(1,289)	(3,114)	(118)
Surrenders and withdrawals	14,247	(18,260)	(19,246)	(2,395)
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)	(2,513)
Total increase (decrease) in net assets	12,499	(72,840)	(90,556)	(7,696)
Net assets at December 31, 2008	35,664	79,359	58,327	6,611

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(397)	(2,306)	1,294	73
Total realized gain (loss) on investments
and capital gains distributions	(4,201)	(1,541)	(50,216)	(206)
Net unrealized appreciation (depreciation)
of investments	17,143	24,464	57,119	2,273
Net increase (decrease) in net assets from operations	12,545	20,617	8,197	2,140
Changes from principal transactions:
Premiums	10,696	124	5	(1)
Death Benefits	(447)	(1,011)	(968)	(150)
Surrenders and withdrawals	(2,263)	(2,438)	(2,446)	(915)
Transfers between Divisions
(including fixed account), net	11,720	(7,258)	(63,115)	(270)
Increase (decrease) in net assets derived from
principal transactions	19,706	(10,583)	(66,524)	(1,336)
Total increase (decrease) in net assets	32,251	10,034	(58,327)	804
Net assets at December 31, 2009	$ 67,915	$ 89,393	$ -	$ 7,415

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, 2009 and 2008

(Dollars in thousands)


		ING
	ING	Oppenheimer
	Oppenheimer	Strategic	ING PIMCO
	Global	Income	Total Return	ING Solution
	Portfolio -	Portfolio -	Portfolio -	2015 Portfolio
	Service Class	Service Class	Service Class	Service Class
Net assets at January 1, 2008	$ 160,036	$ 10,045	$ 4,744	$ 9,290

Increase (decrease) in net assets
Operations:
Net investment income (loss)	76	495	295	26
Total realized gain (loss) on investments
and capital gains distributions	9,406	33	123	270
Net unrealized appreciation (depreciation)
of investments	(83,530)	(2,559)	(581)	(4,044)
Net increase (decrease) in net assets from operations	(74,048)	(2,031)	(163)	(3,748)
Changes from principal transactions:
Premiums	30,768	2,496	3,764	7,661
Death Benefits	(1,334)	(26)	(49)	(12)
Surrenders and withdrawals	(10,145)	(1,598)	293	(1,942)
Transfers between Divisions
(including fixed account), net	56	-	-	-
Increase (decrease) in net assets derived from
principal transactions	19,345	872	4,008	5,707
Total increase (decrease) in net assets	(54,703)	(1,159)	3,845	1,959
Net assets at December 31, 2008	105,333	8,886	8,589	11,249

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(232)	198	199	319
Total realized gain (loss) on investments
and capital gains distributions	(9,028)	(467)	416	(327)
Net unrealized appreciation (depreciation)
of investments	43,891	1,703	490	2,759
Net increase (decrease) in net assets from operations	34,631	1,434	1,105	2,751
Changes from principal transactions:
Premiums	4,231	422	469	2,599
Death Benefits	(1,105)	(199)	(313)	(13)
Surrenders and withdrawals	(4,401)	(564)	(690)	(395)
Transfers between Divisions				-
(including fixed account), net	(14,313)	(1,432)	469	769
Increase (decrease) in net assets derived from
principal transactions	(15,588)	(1,773)	(65)	2,960
Total increase (decrease) in net assets	19,043	(339)	1,040	5,711
Net assets at December 31, 2009	$ 124,376	$ 8,547	$ 9,629	$ 16,960

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, 2009 and 2008

(Dollars in thousands)


				ING Solution
	ING Solution	ING Solution	ING Solution	Income
	2025 Portfolio -	2035 Portfolio -	2045 Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class
Net assets at January 1, 2008	$ 6,508	$ 7,753	$ 1,135	$ 4,657

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(5)	(19)	(4)	34
Total realized gain (loss) on investments
and capital gains distributions	231	229	29	(11)
Net unrealized appreciation (depreciation)
of investments	(3,820)	(4,646)	(729)	(1,126)
Net increase (decrease) in net assets from operations	(3,594)	(4,436)	(704)	(1,103)
Changes from principal transactions:
Premiums	6,839	4,482	848	3,126
Death Benefits	-	-	-	(19)
Surrenders and withdrawals	(615)	155	(54)	(1,192)
Transfers between Divisions
(including fixed account), net	-	-	-	-
Increase (decrease) in net assets derived from
principal transactions	6,224	4,637	794	1,915
Total increase (decrease) in net assets	2,630	201	90	812
Net assets at December 31, 2008	9,138	7,954	1,225	5,469

Increase (decrease) in net assets
Operations:
Net investment income (loss)	250	68	6	242
Total realized gain (loss) on investments
and capital gains distributions	(201)	(782)	(202)	(121)
Net unrealized appreciation (depreciation)
of investments	3,286	2,934	483	754
Net increase (decrease) in net assets from operations	3,335	2,220	287	875
Changes from principal transactions:
Premiums	4,285	1,541	76	742
Death Benefits	-	-	-	(6)
Surrenders and withdrawals	(214)	(624)	(42)	(341)
Transfers between Divisions
(including fixed account), net	305	(56)	(162)	180
Increase (decrease) in net assets derived from
principal transactions	4,376	861	(128)	575
Total increase (decrease) in net assets	7,711	3,081	159	1,450
Net assets at December 31, 2009	$ 16,849	$ 11,035	$ 1,384	$ 6,919

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, 2009 and 2008

(Dollars in thousands)


	ING T. Rowe
	Price	ING T. Rowe
	Diversified Mid	Price Growth	ING Templeton	ING Thornburg
	Cap Growth	Equity	Foreign Equity	Value
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Initial Class
Net assets at January 1, 2008	$ 3,215	$ 35,823	$ 110,579	$ 2,633

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(42)	(352)	(10)	(24)
Total realized gain (loss) on investments
and capital gains distributions	570	(247)	(11,417)	53
Net unrealized appreciation (depreciation)
of investments	(2,542)	(18,202)	(99,767)	(982)
Net increase (decrease) in net assets from operations	(2,014)	(18,801)	(111,194)	(953)
Changes from principal transactions:
Premiums	1,941	12,533	31,221	1
Death Benefits	(6)	(60)	(1,752)	(27)
Surrenders and withdrawals	(46)	927	130,775	(461)
Transfers between Divisions
(including fixed account), net	-	3	97	-
Increase (decrease) in net assets derived from
principal transactions	1,889	13,403	160,341	(487)
Total increase (decrease) in net assets	(125)	(5,398)	49,147	(1,440)
Net assets at December 31, 2008	3,090	30,425	159,726	1,193

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(78)	(1,363)	(4,878)	(6)
Total realized gain (loss) on investments
and capital gains distributions	(161)	(9,856)	(20,024)	(14)
Net unrealized appreciation (depreciation)
of investments	2,763	31,516	71,714	479
Net increase (decrease) in net assets from operations	2,524	20,297	46,812	459
Changes from principal transactions:
Premiums	3,450	5,682	14,002	3
Death Benefits	-	(758)	(2,576)	-
Surrenders and withdrawals	(154)	(2,545)	(6,037)	(106)
Transfers between Divisions
(including fixed account), net	202	44,539	29,301	(70)
Increase (decrease) in net assets derived from
principal transactions	3,498	46,918	34,690	(173)
Total increase (decrease) in net assets	6,022	67,215	81,502	286
Net assets at December 31, 2009	$ 9,112	$ 97,640	$ 241,228	$ 1,479

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, 2009 and 2008

(Dollars in thousands)


		ING UBS U.S.	ING Van	ING Van
	ING Thornburg	Large Cap	Kampen	Kampen Equity
	Value	Equity	Comstock	and Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Initial Class
Net assets at January 1, 2008	$ 13,460	$ 14,104	$ 221,984	$ 3,542

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(171)	(59)	2,845	(776)
Total realized gain (loss) on investments
and capital gains distributions	(649)	(386)	9,531	148
Net unrealized appreciation (depreciation)
of investments	(3,397)	(4,402)	(93,914)	(1,005)
Net increase (decrease) in net assets from operations	(4,217)	(4,847)	(81,538)	(1,633)
Changes from principal transactions:
Premiums	298	300	15,327	(80,169)
Death Benefits	(24)	(67)	(2,007)	(2,070)
Surrenders and withdrawals	(4,571)	(3,347)	(18,736)	82,272
Transfers between Divisions
(including fixed account), net	2	2	174	134
Increase (decrease) in net assets derived from
principal transactions	(4,295)	(3,112)	(5,242)	167
Total increase (decrease) in net assets	(8,512)	(7,959)	(86,780)	(1,466)
Net assets at December 31, 2008	4,948	6,145	135,204	2,076

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(79)	(77)	(187)	(1,277)
Total realized gain (loss) on investments
and capital gains distributions	(291)	(729)	(11,332)	(37)
Net unrealized appreciation (depreciation)
of investments	2,354	2,302	44,003	447
Net increase (decrease) in net assets from operations	1,984	1,496	32,484	(867)
Changes from principal transactions:
Premiums	621	52	6,129	27,771
Death Benefits	(54)	(182)	(1,803)	(2,774)
Surrenders and withdrawals	(137)	(209)	(5,431)	(9,040)
Transfers between Divisions
(including fixed account), net	354	(799)	(2,312)	(14,845)
Increase (decrease) in net assets derived from
principal transactions	784	(1,138)	(3,417)	1,112
Total increase (decrease) in net assets	2,768	358	29,067	245
Net assets at December 31, 2009	$ 7,716	$ 6,503	$ 164,271	$ 2,321

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, 2009 and 2008

(Dollars in thousands)


	ING Van	ING Strategic	ING Strategic	ING Strategic
	Kampen Equity	Allocation	Allocation	Allocation
	and Income	Conservative	Growth	Moderate
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Class S	Class S	Class S
Net assets at January 1, 2008	$ 102,113	$ 1,445	$ 455	$ 862

Increase (decrease) in net assets
Operations:
Net investment income (loss)	7,219	31	8	14
Total realized gain (loss) on investments
and capital gains distributions	6,689	84	72	52
Net unrealized appreciation (depreciation)
of investments	(61,660)	(514)	(358)	(343)
Net increase (decrease) in net assets from operations	(47,752)	(399)	(278)	(277)
Changes from principal transactions:
Premiums	115,558	9,225	335	161
Death Benefits	-	(24)	-	-
Surrenders and withdrawals	7	(9,077)	-	(173)
Transfers between Divisions
(including fixed account), net	-	-	-	-
Increase (decrease) in net assets derived from
principal transactions	115,565	124	335	(12)
Total increase (decrease) in net assets	67,813	(275)	57	(289)
Net assets at December 31, 2008	169,926	1,170	512	573

Increase (decrease) in net assets
Operations:
Net investment income (loss)	86	92	45	41
Total realized gain (loss) on investments
and capital gains distributions	(10,641)	(100)	(46)	(55)
Net unrealized appreciation (depreciation)
of investments	43,914	208	107	108
Net increase (decrease) in net assets from operations	33,359	200	106	94
Changes from principal transactions:
Premiums	(13,729)	8	(29)	6
Death Benefits	-	-	-	-
Surrenders and withdrawals	-	(23)	-	(62)
Transfers between Divisions
(including fixed account), net	-	(2)	-	46
Increase (decrease) in net assets derived from
principal transactions	(13,729)	(17)	(29)	(10)
Total increase (decrease) in net assets	19,630	183	77	84
Net assets at December 31, 2009	$ 189,556	$ 1,353	$ 589	$ 657

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, 2009 and 2008

(Dollars in thousands)


	ING Growth	ING Growth
	and Income	and Income	ING GET U.S.	ING GET U.S.
	Portfolio -	Portfolio -	Core Portfolio -	Core Portfolio -
	Class I	Class S	Series 3	Series 4
Net assets at January 1, 2008	$ 150	$ 7,420	$ 49,380	$ 35,860

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	2,729	(14)	195
Total realized gain (loss) on investments
and capital gains distributions	(1)	(10,390)	2,163	3,527
Net unrealized appreciation (depreciation)
of investments	(56)	(112,193)	(4,695)	(6,328)
Net increase (decrease) in net assets from operations	(57)	(119,854)	(2,546)	(2,606)
Changes from principal transactions:
Premiums	1	7,206	(38)	(38)
Death Benefits	-	(2,091)	(792)	(453)
Surrenders and withdrawals	(4)	381,576	(7,220)	(5,783)
Transfers between Divisions
(including fixed account), net	-	449	-	-
Increase (decrease) in net assets derived from
principal transactions	(3)	387,140	(8,050)	(6,274)
Total increase (decrease) in net assets	(60)	267,286	(10,596)	(8,880)
Net assets at December 31, 2008	90	274,706	38,784	26,980

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	(2,717)	598	759
Total realized gain (loss) on investments
and capital gains distributions	(4)	(19,572)	(2,939)	(5,630)
Net unrealized appreciation (depreciation)
of investments	28	101,072	2,033	4,620
Net increase (decrease) in net assets from operations	24	78,783	(308)	(251)
Changes from principal transactions:
Premiums	-	3,438	-	(2)
Death Benefits	-	(5,982)	(135)	(343)
Surrenders and withdrawals	(5)	(22,338)	(1,484)	(2,629)
Transfers between Divisions
(including fixed account), net	-	125,252	(36,857)	(23,755)
Increase (decrease) in net assets derived from
principal transactions	(5)	100,370	(38,476)	(26,729)
Total increase (decrease) in net assets	19	179,153	(38,784)	(26,980)
Net assets at December 31, 2009	$ 109	$ 453,859	$ -	$ -

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, 2009 and 2008

(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 5	Series 6	Series 7	Series 8
Net assets at January 1, 2008	$ 23,310	$ 24,947	$ 16,210	$ 9,955

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(161)	(77)	(41)	(24)
Total realized gain (loss) on investments
and capital gains distributions	2,906	2,948	2,309	1,402
Net unrealized appreciation (depreciation)
of investments	(4,867)	(4,865)	(3,389)	(2,176)
Net increase (decrease) in net assets from operations	(2,122)	(1,994)	(1,121)	(798)
Changes from principal transactions:
Premiums	(49)	(43)	(30)	(19)
Death Benefits	(134)	(186)	(267)	(326)
Surrenders and withdrawals	(4,074)	(4,016)	(2,844)	(1,413)
Transfers between Divisions
(including fixed account), net	-	-	-	-
Increase (decrease) in net assets derived from
principal transactions	(4,257)	(4,245)	(3,141)	(1,758)
Total increase (decrease) in net assets	(6,379)	(6,239)	(4,262)	(2,556)
Net assets at December 31, 2008	16,931	18,708	11,948	7,399

Increase (decrease) in net assets
Operations:
Net investment income (loss)	208	(21)	24	(6)
Total realized gain (loss) on investments
and capital gains distributions	(893)	(1,130)	(441)	(548)
Net unrealized appreciation (depreciation)
of investments	562	997	274	506
Net increase (decrease) in net assets from operations	(123)	(154)	(143)	(48)
Changes from principal transactions:
Premiums	(7)	(7)	-	(1)
Death Benefits	(492)	(180)	(127)	(59)
Surrenders and withdrawals	(1,791)	(3,464)	(846)	(1,727)
Transfers between Divisions
(including fixed account), net	(201)	(485)	(382)	(17)
Increase (decrease) in net assets derived from
principal transactions	(2,491)	(4,136)	(1,355)	(1,804)
Total increase (decrease) in net assets	(2,614)	(4,290)	(1,498)	(1,852)
Net assets at December 31, 2009	$ 14,317	$ 14,418	$ 10,450	$ 5,547

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, 2009 and 2008

(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 9	Series 10	Series 11	Series 12
Net assets at January 1, 2008	$ 7,521	$ 6,095	$ 8,827	$ 4,014

Increase (decrease) in net assets
Operations:
Net investment income (loss)	7	12	18	(25)
Total realized gain (loss) on investments
and capital gains distributions	1,227	936	1,331	649
Net unrealized appreciation (depreciation)
of investments	(1,766)	(1,310)	(1,525)	(958)
Net increase (decrease) in net assets from operations	(532)	(362)	(176)	(334)
Changes from principal transactions:
Premiums	(2)	(8)	(2)	(8)
Death Benefits	(25)	-	(109)	(3)
Surrenders and withdrawals	(882)	(600)	(832)	(888)
Transfers between Divisions
(including fixed account), net	-	-	-	-
Increase (decrease) in net assets derived from
principal transactions	(909)	(608)	(943)	(899)
Total increase (decrease) in net assets	(1,441)	(970)	(1,119)	(1,233)
Net assets at December 31, 2008	6,080	5,125	7,708	2,781

Increase (decrease) in net assets
Operations:
Net investment income (loss)	17	25	110	28
Total realized gain (loss) on investments
and capital gains distributions	(295)	(248)	(559)	(170)
Net unrealized appreciation (depreciation)
of investments	243	71	218	65
Net increase (decrease) in net assets from operations	(35)	(152)	(231)	(77)
Changes from principal transactions:
Premiums	-	-	-	(1)
Death Benefits	-	(54)	(51)	-
Surrenders and withdrawals	(655)	(775)	(1,699)	(390)
Transfers between Divisions
(including fixed account), net	(246)	(54)	(9)	(81)
Increase (decrease) in net assets derived from
principal transactions	(901)	(883)	(1,759)	(472)
Total increase (decrease) in net assets	(936)	(1,035)	(1,990)	(549)
Net assets at December 31, 2009	$ 5,144	$ 4,090	$ 5,718	$ 2,232

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, 2009 and 2008

(Dollars in thousands)


			ING BlackRock
			Science and	ING Dow Jones
			Technology	Euro STOXX
	ING GET U.S.	ING GET U.S.	Opportunities	50 Index
	Core Portfolio -	Core Portfolio -	Portfolio -	Portfolio -
	Series 13	Series 14	Class S	Class A
Net assets at January 1, 2008	$ 36,193	$ 88,486	$ 1,140	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(36)	(257)	(2,008)	-
Total realized gain (loss) on investments
and capital gains distributions	1,413	538	(6,000)	-
Net unrealized appreciation (depreciation)
of investments	(1,623)	41	(42,952)	-
Net increase (decrease) in net assets from operations	(246)	322	(50,960)	-
Changes from principal transactions:
Premiums	(39)	(157)	13,872	-
Death Benefits	(112)	(991)	(457)	-
Surrenders and withdrawals	(12,711)	(11,432)	123,782	-
Transfers between Divisions
(including fixed account), net	-	(1)	49	-
Increase (decrease) in net assets derived from
principal transactions	(12,862)	(12,581)	137,246	-
Total increase (decrease) in net assets	(13,108)	(12,259)	86,286	-
Net assets at December 31, 2008	23,085	76,227	87,426	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)	345	1,296	(3,846)	(3)
Total realized gain (loss) on investments
and capital gains distributions	(484)	(310)	(9,989)	13
Net unrealized appreciation (depreciation)
of investments	(713)	(3,050)	73,814	-
Net increase (decrease) in net assets from operations	(852)	(2,064)	59,979	10
Changes from principal transactions:
Premiums	1	(4)	9,861	47
Death Benefits	(597)	(341)	(881)	-
Surrenders and withdrawals	(5,286)	(22,386)	(6,484)	(1)
Transfers between Divisions
(including fixed account), net	(545)	(6,074)	73,353	552
Increase (decrease) in net assets derived from
principal transactions	(6,427)	(28,805)	75,849	598
Total increase (decrease) in net assets	(7,279)	(30,869)	135,828	608
Net assets at December 31, 2009	$ 15,806	$ 45,358	$ 223,254	$ 608

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, 2009 and 2008

(Dollars in thousands)


		ING Global		ING Index Plus
	ING FTSE 100	Equity Option	ING Hang Seng	LargeCap
	Index Portfolio -	Portfolio -	Index Portfolio -	Portfolio -
	Class A	Class S	Class S	Class S
Net assets at January 1, 2008	$ -	$ -	$ -	$ 303,196

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	22	-	(55)
Total realized gain (loss) on investments
and capital gains distributions	-	(1)	-	19,076
Net unrealized appreciation (depreciation)
of investments	-	92	-	(136,091)
Net increase (decrease) in net assets from operations	-	113	-	(117,070)
Changes from principal transactions:
Premiums	-	1,647	-	6,600
Death Benefits	-	-	-	(3,295)
Surrenders and withdrawals	-	284	-	(15,478)
Transfers between Divisions
(including fixed account), net	-	-	-	420
Increase (decrease) in net assets derived from
principal transactions	-	1,931	-	(11,753)
Total increase (decrease) in net assets	-	2,044	-	(128,823)
Net assets at December 31, 2008	-	2,044	-	174,373

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2)	(89)	(170)	1,257
Total realized gain (loss) on investments
and capital gains distributions	-	1,588	764	(20,494)
Net unrealized appreciation (depreciation)
of investments	7	(92)	1,662	49,484
Net increase (decrease) in net assets from operations	5	1,407	2,256	30,247
Changes from principal transactions:
Premiums	428	2,512	2,752	320
Death Benefits	-	(16)	(5)	(3,476)
Surrenders and withdrawals	(1)	(153)	(871)	(14,025)
Transfers between Divisions
(including fixed account), net	323	(5,794)	37,554	(13,102)
Increase (decrease) in net assets derived from
principal transactions	750	(3,451)	39,430	(30,283)
Total increase (decrease) in net assets	755	(2,044)	41,686	(36)
Net assets at December 31, 2009	$ 755	$ -	$ 41,686	$ 174,337

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, 2009 and 2008
(Dollars in thousands)


	ING Index Plus	ING Index Plus	ING	ING Japan
	MidCap	SmallCap	International	Equity Index
	Portfolio -	Portfolio -	Index Portfolio -	Portfolio -
	Class S	Class S	Class S	Class A
Net assets at January 1, 2008	$ 232,853	$ 171,833	$ -	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1,912)	(2,197)	46	-
Total realized gain (loss) on investments
and capital gains distributions	11,342	(3,579)	(755)	-
Net unrealized appreciation (depreciation)
of investments	(89,601)	(47,599)	(1,100)	-
Net increase (decrease) in net assets from operations	(80,171)	(53,375)	(1,809)	-
Changes from principal transactions:
Premiums	11,911	6,895	4,176	-
Death Benefits	(1,481)	(807)	(4)	-
Surrenders and withdrawals	(47,608)	(36,030)	3,678	-
Transfers between Divisions
(including fixed account), net	140	96	-	-
Increase (decrease) in net assets derived from
principal transactions	(37,038)	(29,846)	7,850	-
Total increase (decrease) in net assets	(117,209)	(83,221)	6,041	-
Net assets at December 31, 2008	115,644	88,612	6,041	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1,184)	(863)	(812)	(2)
Total realized gain (loss) on investments
and capital gains distributions	(15,463)	(11,004)	(531)	(9)
Net unrealized appreciation (depreciation)
of investments	45,570	28,599	8,690	2
Net increase (decrease) in net assets from operations	28,923	16,732	7,347	(9)
Changes from principal transactions:
Premiums	1,130	379	7,089	(375)
Death Benefits	(1,770)	(1,216)	(215)	-
Surrenders and withdrawals	(5,853)	(3,866)	(2,113)	(1)
Transfers between Divisions
(including fixed account), net	(10,349)	(6,173)	51,439	709
Increase (decrease) in net assets derived from
principal transactions	(16,842)	(10,876)	56,200	333
Total increase (decrease) in net assets	12,081	5,856	63,547	324
Net assets at December 31, 2009	$ 127,725	$ 94,468	$ 69,588	$ 324

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, 2009 and 2008

(Dollars in thousands)


	ING
	Opportunistic		ING	ING Russell™	ING Russell™
	Large Cap		Opportunistic	Global Large	Large Cap
	Growth		Large Cap	Cap Index 75%	Growth Index
	Portfolio -		Portfolio -	Portfolio -	Portfolio -
	Class S		Class S	Class S	Class S
Net assets at January 1, 2008	$ 629		$ 22,941	$ -	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(4)	(43)	23	-
Total realized gain (loss) on investments
and capital gains distributions		13	2,013	(50)	-
Net unrealized appreciation (depreciation)
of investments		(300)	(9,695)	161	-
Net increase (decrease) in net assets from operations		(291)	(7,725)	134	-
Changes from principal transactions:
Premiums		152	59	2,202	-
Death Benefits		-	(359)	-	-
Surrenders and withdrawals		(140)	(3,358)	389	-
Transfers between Divisions
(including fixed account), net		-	5	-	-
Increase (decrease) in net assets derived from
principal transactions		12	(3,653)	2,591	-
Total increase (decrease) in net assets		(279)	(11,378)	2,725	-
Net assets at December 31, 2008		350	11,563	2,725	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1)	76	40	(1,646)
Total realized gain (loss) on investments
and capital gains distributions		(181)	(1,624)	275	1,187
Net unrealized appreciation (depreciation)
of investments		231	2,712	2,749	21,056
Net increase (decrease) in net assets from operations		49	1,164	3,064	20,597
Changes from principal transactions:
Premiums		14	83	7,436	1,164
Death Benefits		-	(144)	(228)	(1,067)
Surrenders and withdrawals		(4)	(910)	(224)	(3,126)
Transfers between Divisions
(including fixed account), net		(409)	(537)	4,464	124,326
Increase (decrease) in net assets derived from
principal transactions		(399)	(1,508)	11,448	121,297
Total increase (decrease) in net assets		(350)	(344)	14,512	141,894
Net assets at December 31, 2009	$ -		$ 11,219	$ 17,237	$ 141,894

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, 2009 and 2008

(Dollars in thousands)


		ING Russell™	ING Russell™
	ING Russell™	Large Cap	Mid Cap	ING Russell™
	Large Cap	Value Index	Growth Index	Mid Cap Index
	Index Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S
Net assets at January 1, 2008	$ -	$ -	$ -	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	58	-	-	81
Total realized gain (loss) on investments
and capital gains distributions	(2,760)	-	-	(1,525)
Net unrealized appreciation (depreciation)
of investments	(2,334)	-	-	(5,755)
Net increase (decrease) in net assets from operations	(5,036)	-	-	(7,199)
Changes from principal transactions:
Premiums	10,136	-	-	15,114
Death Benefits	(9)	-	-	(166)
Surrenders and withdrawals	17,812	-	-	14,874
Transfers between Divisions
(including fixed account), net	-	-	-	26
Increase (decrease) in net assets derived from
principal transactions	27,939	-	-	29,848
Total increase (decrease) in net assets	22,903	-	-	22,649
Net assets at December 31, 2008	22,903	-	-	22,649

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(4,018)	(225)	(2,272)	(1,252)
Total realized gain (loss) on investments
and capital gains distributions	1,260	367	1,109	(3,279)
Net unrealized appreciation (depreciation)
of investments	58,609	3,245	28,135	21,683
Net increase (decrease) in net assets from operations	55,851	3,387	26,972	17,152
Changes from principal transactions:
Premiums	9,625	882	2,127	13,265
Death Benefits	(3,662)	(201)	(2,564)	(505)
Surrenders and withdrawals	(10,615)	(904)	(5,428)	(1,849)
Transfers between Divisions
(including fixed account), net	298,395	20,841	227,261	34,407
Increase (decrease) in net assets derived from
principal transactions	293,743	20,618	221,396	45,318
Total increase (decrease) in net assets	349,594	24,005	248,368	62,470
Net assets at December 31, 2009	$ 372,497	$ 24,005	$ 248,368	$ 85,119

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, 2009 and 2008

(Dollars in thousands)


				ING
				WisdomTree^SM
	ING Russell™	ING Small		Global High-
	Small Cap	Company	ING U.S. Bond	Yielding Equity
	Index Portfolio -	Portfolio -	Index Portfolio -	Index Portfolio -
	Class S	Class S	Class S	Class S
Net assets at January 1, 2008	$ -	$ 2,803	$ -	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(32)	(403)	513	2,343
Total realized gain (loss) on investments
and capital gains distributions	(5,156)	(1,783)	(164)	(3,268)
Net unrealized appreciation (depreciation)
of investments	(23,030)	(10,805)	4,506	(68,858)
Net increase (decrease) in net assets from operations	(28,218)	(12,991)	4,855	(69,783)
Changes from principal transactions:
Premiums	15,916	14,100	33,477	126,979
Death Benefits	(215)	(16)	(389)	(482)
Surrenders and withdrawals	83,014	39,577	139,284	88,264
Transfers between Divisions
(including fixed account), net	30	6	34	73
Increase (decrease) in net assets derived from
principal transactions	98,745	53,667	172,406	214,834
Total increase (decrease) in net assets	70,527	40,676	177,261	145,051
Net assets at December 31, 2008	70,527	43,479	177,261	145,051

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,194)	(1,011)	(1,098)	(4,597)
Total realized gain (loss) on investments
and capital gains distributions	(12,526)	(8,664)	5,894	(18,171)
Net unrealized appreciation (depreciation)
of investments	34,800	22,788	3,568	68,090
Net increase (decrease) in net assets from operations	20,080	13,113	8,364	45,322
Changes from principal transactions:
Premiums	13,532	9,557	32,415	23,714
Death Benefits	(790)	(283)	(2,781)	(1,523)
Surrenders and withdrawals	(3,886)	(2,451)	(13,899)	(4,528)
Transfers between Divisions
(including fixed account), net	15,237	12,118	50,398	4,997
Increase (decrease) in net assets derived from
principal transactions	24,093	18,941	66,133	22,660
Total increase (decrease) in net assets	44,173	32,054	74,497	67,982
Net assets at December 31, 2009	$ 114,700	$ 75,533	$ 251,758	$ 213,033

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, 2009 and 2008

(Dollars in thousands)


	ING			Legg Mason
	International	ING MidCap	ING SmallCap	ClearBridge
	Value	Opportunities	Opportunities	Variable
	Portfolio -	Portfolio -	Portfolio -	Investors
	Class S	Class S	Class S	Portfolio
Net assets at January 1, 2008	$ 13,183	$ 26,412	$ 100,307	$ 169

Increase (decrease) in net assets
Operations:
Net investment income (loss)	155	(4,642)	(1,880)	(1)
Total realized gain (loss) on investments
and capital gains distributions	1,481	2,904	16,360	(14)
Net unrealized appreciation (depreciation)
of investments	(8,028)	(128,278)	(46,306)	(41)
Net increase (decrease) in net assets from operations	(6,392)	(130,016)	(31,826)	(56)
Changes from principal transactions:
Premiums	4,212	12,727	835	1
Death Benefits	(69)	(4,340)	(650)	-
Surrenders and withdrawals	(2,038)	318,336	(17,109)	(41)
Transfers between Divisions
(including fixed account), net	-	233	34	-
Increase (decrease) in net assets derived from
principal transactions	2,105	326,956	(16,890)	(40)
Total increase (decrease) in net assets	(4,287)	196,940	(48,716)	(96)
Net assets at December 31, 2008	8,896	223,352	51,591	73

Increase (decrease) in net assets
Operations:
Net investment income (loss)	12	(5,399)	(1,403)	-
Total realized gain (loss) on investments
and capital gains distributions	(1,275)	(15,469)	(893)	(7)
Net unrealized appreciation (depreciation)
of investments	3,426	101,185	15,414	22
Net increase (decrease) in net assets from operations	2,163	80,317	13,118	15
Changes from principal transactions:
Premiums	739	6,514	257	-
Death Benefits	(74)	(5,053)	(532)	-
Surrenders and withdrawals	(227)	(15,932)	(2,604)	(8)
Transfers between Divisions
(including fixed account), net	(779)	7,932	(2,389)	-
Increase (decrease) in net assets derived from
principal transactions	(341)	(6,539)	(5,268)	(8)
Total increase (decrease) in net assets	1,822	73,778	7,850	7
Net assets at December 31, 2009	$ 10,718	$ 297,130	$ 59,441	$ 80

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, 2009 and 2008
(Dollars in thousands)

	Legg Mason
	Global Currents
	Variable	Legg Mason		Legg Mason	Oppenheimer
	International	Western Asset		Western Asset	Main Street
	All Cap	Variable High		Variable Money	Small Cap
	Opportunity	Income		Market	Fund®/VA -
	Portfolio	Portfolio		Portfolio	Service Class
Net assets at January 1, 2008	$ 104	$ 110		$ 166	$ 1,323

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-		7	(1)	(11)
Total realized gain (loss) on investments
and capital gains distributions	(27)		(1)	-	22
Net unrealized appreciation (depreciation)
of investments	(9)		(30)	-	(523)
Net increase (decrease) in net assets from operations	(36)		(24)	(1)	(512)
Changes from principal transactions:
Premiums	1		-	-	246
Death Benefits	-		-	-	(25)
Surrenders and withdrawals	(30)		(35)	(142)	(210)
Transfers between Divisions
(including fixed account), net	-		-	-	-
Increase (decrease) in net assets derived from
principal transactions	(29)		(35)	(142)	11
Total increase (decrease) in net assets	(65)		(59)	(143)	(501)
Net assets at December 31, 2008	39		51	23	822

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1)		7	-	(11)
Total realized gain (loss) on investments
and capital gains distributions	(7)		(2)	-	(77)
Net unrealized appreciation (depreciation)
of investments	17		23	-	471
Net increase (decrease) in net assets from operations	9		28	-	383
Changes from principal transactions:
Premiums	-		-	-	238
Death Benefits	-		-	-	-
Surrenders and withdrawals	(2)		(1)	-	(79)
Transfers between Divisions
(including fixed account), net	-		-	-	236
Increase (decrease) in net assets derived from
principal transactions	(2)		(1)	-	395
Total increase (decrease) in net assets	7		27	-	778
Net assets at December 31, 2009	$ 46	$ 78		$ 23	$ 1,600

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, 2009 and 2008
(Dollars in thousands)


	PIMCO Real
	Return	Pioneer Equity		Pioneer Small
	Portfolio -	Income VCT		Cap Value VCT
	Administrative	Portfolio -		Portfolio -	ProFund VP
	Class	Class II		Class II	Bull
Net assets at January 1, 2008	$ 2,430	$ 16,338		$ 4,873	$ 30,062

Increase (decrease) in net assets
Operations:
Net investment income (loss)	140		215	(52)	(521)
Total realized gain (loss) on investments
and capital gains distributions	(5)		818	(47)	(191)
Net unrealized appreciation (depreciation)
of investments	(981)		(6,571)	(1,586)	(9,414)
Net increase (decrease) in net assets from operations	(846)		(5,538)	(1,685)	(10,126)
Changes from principal transactions:
Premiums	3,930		4,145	-	10
Death Benefits	-		(7)	(130)	(211)
Surrenders and withdrawals	1,998		(1,626)	(688)	(5,680)
Transfers between Divisions
(including fixed account), net	3		11	18	(9)
Increase (decrease) in net assets derived from
principal transactions	5,931		2,523	(800)	(5,890)
Total increase (decrease) in net assets	5,085		(3,015)	(2,485)	(16,016)
Net assets at December 31, 2008	7,515		13,323	2,388	14,046

Increase (decrease) in net assets
Operations:
Net investment income (loss)	162		237	(11)	(279)
Total realized gain (loss) on investments
and capital gains distributions	341		(1,049)	(2,985)	(848)
Net unrealized appreciation (depreciation)
of investments	872		2,633	2,845	3,813
Net increase (decrease) in net assets from operations	1,375		1,821	(151)	2,686
Changes from principal transactions:
Premiums	1,304		2,039	-	(1)
Death Benefits	(37)		(48)	(6)	(311)
Surrenders and withdrawals	(645)		(595)	(95)	(694)
Transfers between Divisions
(including fixed account), net	1,704		(1,511)	(2,136)	(410)
Increase (decrease) in net assets derived from
principal transactions	2,326		(115)	(2,237)	(1,416)
Total increase (decrease) in net assets	3,701		1,706	(2,388)	1,270
Net assets at December 31, 2009	$ 11,216	$ 15,029		$ -	$ 15,316

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, 2009 and 2008

(Dollars in thousands)


			Wells Fargo	Wells Fargo
		ProFund VP	Advantage	Advantage
	ProFund VP	Rising Rates	Asset Allocation	C&B Large Cap
	Europe 30	Opportunity	Fund	Value Fund
Net assets at January 1, 2008	$ 23,421	$ 30,230	$ 3,282	$ 489

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(59)	645	(4)	(5)
Total realized gain (loss) on investments
and capital gains distributions	2,168	(2,446)	204	(1)
Net unrealized appreciation (depreciation)
of investments	(11,280)	(7,148)	(1,153)	(149)
Net increase (decrease) in net assets from operations	(9,171)	(8,949)	(953)	(155)
Changes from principal transactions:
Premiums	10	10	-	-
Death Benefits	(101)	(354)	(8)	-
Surrenders and withdrawals	(4,320)	(7,744)	(332)	(101)
Transfers between Divisions
(including fixed account), net	(4)	6	-	-
Increase (decrease) in net assets derived from
principal transactions	(4,415)	(8,082)	(340)	(101)
Total increase (decrease) in net assets	(13,586)	(17,031)	(1,293)	(256)
Net assets at December 31, 2008	9,835	13,199	1,989	233

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1)	(284)	(13)	(2)
Total realized gain (loss) on investments
and capital gains distributions	(1,510)	(2,153)	(104)	(11)
Net unrealized appreciation (depreciation)
of investments	3,915	6,093	324	67
Net increase (decrease) in net assets from operations	2,404	3,656	207	54
Changes from principal transactions:
Premiums	1	2	-	-
Death Benefits	(483)	(228)	-	-
Surrenders and withdrawals	(682)	(1,019)	(166)	(14)
Transfers between Divisions
(including fixed account), net	(631)	(1,307)	(21)	(35)
Increase (decrease) in net assets derived from
principal transactions	(1,795)	(2,552)	(187)	(49)
Total increase (decrease) in net assets	609	1,104	20	5
Net assets at December 31, 2009	$ 10,444	$ 14,303	$ 2,009	$ 238

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, 2009 and 2008

(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, 2008	$ 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

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(3)	(35)		(1)	(12)
Total realized gain (loss) on investments
and capital gains distributions	(30)	(11)		-	(62)
Net unrealized appreciation (depreciation)
of investments	102	524		-	249
Net increase (decrease) in net assets from operations	69	478		(1)	175
Changes from principal transactions:
Premiums	-	-		-	-
Death Benefits	-	-		-	-
Surrenders and withdrawals	(40)	(124)		(6)	(80)
Transfers between Divisions
(including fixed account), net	(3)	(133)		-	(50)
Increase (decrease) in net assets derived from
principal transactions	(43)	(257)		(6)	(130)
Total increase (decrease) in net assets	26	221		(7)	45
Net assets at December 31, 2009	$ 555	$ 1,529	$ 36		$ 464

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, 2009 and 2008

(Dollars in thousands)


	Wells Fargo
	Advantage Total
	Return Bond
	Fund
Net assets at January 1, 2008	$ 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

Increase (decrease) in net assets
Operations:
Net investment income (loss)	21
Total realized gain (loss) on investments
and capital gains distributions	5
Net unrealized appreciation (depreciation)
of investments	65
Net increase (decrease) in net assets from operations	91
Changes from principal transactions:
Premiums	-
Death Benefits	-
Surrenders and withdrawals	(69)
Transfers between Divisions
(including fixed account), net	29
Increase (decrease) in net assets derived from
principal transactions	(40)
Total increase (decrease) in net assets	51
Net assets at December 31, 2009	$ 1,080

The accompanying notes are an integral part of these financial statements.

124


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.

As part of a restructuring plan approved by the European Commission (“EC”), ING has agreed to separate its banking and insurance businesses by 2013. ING intends to achieve this separation over the next four years by divestment of its insurance and investment management operations, including the Account. ING has announced that it will explore all options for implementing the separation including initial public offerings, sales, or combinations thereof.

During 2009, 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,

125

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

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.

At December 31, 2009, the Account had 161 investment divisions (the “Divisions”), 27 of which invest in independently managed mutual fund portfolios and 134 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, 2009 and related Trusts are as follows:


AIM Variable Insurance Funds:	ING Investors Trust (continued):
AIM V.I. Leisure Fund - Series I Shares	ING BlackRock Large Cap Value Portfolio - Service
BlackRock Variable Series Funds, Inc.:	Class
BlackRock Global Allocation V.I. Fund - Class III*	ING BlackRock Large Cap Value Portfolio -
Columbia Funds Variable Insurance Trust:	Service 2 Class
Columbia Asset Allocation Fund, Variable Series -	ING Clarion Global Real Estate Portfolio - Service
Class A	Class
Columbia Federal Securities Fund, Variable Series -	ING Clarion Global Real Estate Portfolio - Service 2
Class A	Class
Columbia Large Cap Growth Fund, Variable Series -	ING Clarion Real Estate Portfolio - Service Class
Class A	ING Clarion Real Estate Portfolio - Service 2 Class
Columbia Small Cap Value Fund, Variable Series -	ING Evergreen Health Sciences Portfolio - Service
Class B	Class
Columbia Small Company Growth Fund, Variable	ING Evergreen Omega Portfolio - Service Class
Series - Class A	ING Evergreen Omega Portfolio - Service 2 Class
Fidelity® Variable Insurance Products:	ING FMR^SMDiversified Mid Cap Portfolio - Service
Fidelity® VIP Equity-Income Portfolio - Service	Class
Class 2	ING FMR^SMDiversified Mid Cap Portfolio -
Fidelity® Variable Insurance Products II:	Service 2 Class
Fidelity® VIP Contrafund® Portfolio - Service Class 2	ING Focus 5 Portfolio - Service Class
Franklin Templeton Variable Insurance Products Trust:	ING Franklin Income Portfolio - Service Class
Franklin Small Cap Value Securities Fund - Class 2	ING Franklin Income Portfolio - Service 2 Class
ING Balanced Portfolio, Inc.:	ING Franklin Mutual Shares Portfolio - Service
ING Balanced Portfolio - Class S	Class
ING Intermediate Bond Portfolio:	ING Franklin Templeton Founding Strategy
ING Intermediate Bond Portfolio - Class S	Portfolio - Service Class
ING Investors Trust:	ING Global Resources Portfolio - Service Class
ING American Funds Asset Allocation Portfolio*	ING Global Resources Portfolio - Service 2 Class
ING American Funds Bond Portfolio*	ING Janus Contrarian Portfolio - Service Class
ING American Funds Growth Portfolio	ING Janus Contrarian Portfolio - Service 2 Class
ING American Funds Growth-Income Portfolio	ING JPMorgan Emerging Markets Equity Portfolio -
ING American Funds International Portfolio	Service Class
ING American Funds World Allocation Portfolio -	ING JPMorgan Emerging Markets Equity Portfolio -
Service Class*	Service 2 Class
ING Artio Foreign Portfolio - Service Class	ING JPMorgan Small Cap Core Equity Portfolio -
ING Artio Foreign Portfolio - Service 2 Class	Service Class
ING BlackRock Inflation Protected Bond Portfolio -	ING JPMorgan Small Cap Core Equity Portfolio -
Service Class**	Service 2 Class
ING BlackRock Large Cap Growth Portfolio -	ING Limited Maturity Bond Portfolio - Service Class
Institutional Class	ING Liquid Assets Portfolio - Service Class
ING BlackRock Large Cap Growth Portfolio - Service	ING Liquid Assets Portfolio - Service 2 Class

126

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Class	ING Lord Abbett Affiliated Portfolio - Service Class

127

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


ING Investors Trust (continued):	ING Partners, Inc. (continued):
ING Lord Abbett Affiliated Portfolio - Service 2 Class	ING Davis New York Venture Portfolio - Service
ING Marsico Growth Portfolio - Service Class	Class
ING Marsico Growth Portfolio - Service 2 Class	ING JPMorgan Mid Cap Value Portfolio - Service
ING Marsico International Opportunities Portfolio -	Class
Service Class	ING Legg Mason Partners Aggressive Growth
ING MFS Total Return Portfolio - Service Class	Portfolio - Service Class
ING MFS Total Return Portfolio - Service 2 Class	ING Oppenheimer Global Portfolio - Initial Class
ING MFS Utilities Portfolio - Service Class	ING Oppenheimer Global Portfolio - Service Class
ING Oppenheimer Active Allocation Portfolio -	ING Oppenheimer Strategic Income Portfolio -
Service Class*	Service Class
ING PIMCO High Yield Portfolio - Service Class	ING PIMCO Total Return Portfolio - Service Class
ING PIMCO Total Return Bond Portfolio - Service	ING Solution 2015 Portfolio - Service Class
Class	ING Solution 2025 Portfolio - Service Class
ING PIMCO Total Return Bond Portfolio - Service 2	ING Solution 2035 Portfolio - Service Class
Class	ING Solution 2045 Portfolio - Service Class
ING Pioneer Fund Portfolio - Service Class	ING Solution Income Portfolio - Service Class
ING Pioneer Mid Cap Value Portfolio - Service Class	ING T. Rowe Price Diversified Mid Cap Growth
ING Retirement Conservative Portfolio - Adviser	Portfolio - Service Class
Class**	ING T. Rowe Price Growth Equity Portfolio - Service
ING Retirement Growth Portfolio - Adviser Class**	Class
ING Retirement Moderate Growth Portfolio - Adviser	ING Templeton Foreign Equity Portfolio - Service
Class**	Class
ING Retirement Moderate Portfolio - Adviser Class**	ING Thornburg Value Portfolio - Initial Class
ING T. Rowe Price Capital Appreciation Portfolio -	ING Thornburg Value Portfolio - Service Class
Service Class	ING UBS U.S. Large Cap Equity Portfolio - Service
ING T. Rowe Price Capital Appreciation Portfolio -	Class
Service 2 Class	ING Van Kampen Comstock Portfolio - Service
ING T. Rowe Price Equity Income Portfolio - Service	Class
Class	ING Van Kampen Equity and Income Portfolio -
ING T. Rowe Price Equity Income Portfolio - Service 2	Initial Class
Class	ING Van Kampen Equity and Income Portfolio -
ING Templeton Global Growth Portfolio - Service	Service Class
Class	ING Strategic Allocation Portfolios, Inc.:
ING Templeton Global Growth Portfolio - Service 2	ING Strategic Allocation Conservative Portfolio -
Class	Class S
ING Van Kampen Global Franchise Portfolio - Service	ING Strategic Allocation Growth Portfolio - Class S
Class	ING Strategic Allocation Moderate Portfolio -
ING Van Kampen Global Franchise Portfolio -	Class S
Service 2 Class	ING Variable Funds:
ING Van Kampen Global Tactical Asset Allocation	ING Growth and Income Portfolio - Class I
Portfolio - Service Class*	ING Growth and Income Portfolio - Class S
ING Van Kampen Growth and Income Portfolio -	ING Variable Insurance Trust:
Service Class	ING GET U.S. Core Portfolio - Series 5
ING Van Kampen Growth and Income Portfolio -	ING GET U.S. Core Portfolio - Series 6
Service 2 Class	ING GET U.S. Core Portfolio - Series 7
ING Wells Fargo Small Cap Disciplined Portfolio -	ING GET U.S. Core Portfolio - Series 8
Service Class	ING GET U.S. Core Portfolio - Series 9
ING Wells Fargo Small Cap Disciplined Portfolio -	ING GET U.S. Core Portfolio - Series 10
Service 2 Class	ING GET U.S. Core Portfolio - Series 11
ING Mutual Funds:	ING GET U.S. Core Portfolio - Series 12
ING Diversified International Fund - Class R	ING GET U.S. Core Portfolio - Series 13
ING Partners, Inc.:	ING GET U.S. Core Portfolio - Series 14
ING American Century Small-Mid Cap Value	ING Variable Portfolios, Inc.:
Portfolio - Service Class	ING BlackRock Science and Technology
ING Baron Small Cap Growth Portfolio - Service Class	Opportunities Portfolio - Class S
ING Columbia Small Cap Value Portfolio - Service	ING Dow Jones Euro STOXX 50 Index Portfolio -
Class	Class A**

128

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


ING Variable Portfolios, Inc. (continued):	Legg Mason Partners Variable Income Trust:
ING FTSE 100 Index Portfolio - Class A**		Legg Mason Western Asset Variable High Income
ING Hang Seng Index Portfolio - Class S**		Portfolio
ING Index Plus LargeCap Portfolio - Class S		Legg Mason Western Asset Variable Money Market
ING Index Plus MidCap Portfolio - Class S		Portfolio
ING Index Plus SmallCap Portfolio - Class S	Oppenheimer Variable Account Funds:
ING International Index Portfolio - Class S*		Oppenheimer Main Street Small Cap Fund®/VA -
ING Japan Equity Index Portfolio - Class A**		Service Class
ING Opportunistic Large Cap Portfolio - Class S	PIMCO Variable Insurance Trust:
ING Russell™ Global Large Cap Index 75% Portfolio -		PIMCO Real Return Portfolio - Administrative Class
Class S*	Pioneer Variable Contracts Trust:
ING Russell™ Large Cap Growth Index Portfolio -		Pioneer Equity Income VCT Portfolio - Class II
Class S**	ProFunds:
ING Russell™ Large Cap Index Portfolio - Class S*		ProFund VP Bull
ING Russell™ Large Cap Value Index Portfolio -		ProFund VP Europe 30
Class S**		ProFund VP Rising Rates Opportunity
ING Russell™ Mid Cap Growth Index Portfolio -	Wells Fargo Funds Trust:
Class S**		Wells Fargo Advantage Asset Allocation Fund
ING Russell™ Mid Cap Index Portfolio - Class S*		Wells Fargo Advantage C&B Large Cap Value Fund
ING Russell™ Small Cap Index Portfolio - Class S*		Wells Fargo Advantage Equity Income Fund
ING Small Company Portfolio - Class S		Wells Fargo Advantage Large Company Growth
ING U.S. Bond Index Portfolio - Class S*		Fund
ING WisdomTree^SMGlobal High-Yielding Equity Index		Wells Fargo Advantage Money Market Fund
Portfolio - Class S*		Wells Fargo Advantage Small Cap Growth Fund
ING Variable Products Trust:		Wells Fargo Advantage Total Return Bond Fund
ING International Value Portfolio - Class S
ING MidCap Opportunities Portfolio - Class S
ING SmallCap Opportunities Portfolio - Class S	*	Division became available in 2008
Legg Mason Partners Variable Equity Trust:	**	Division became available in 2009
Legg Mason ClearBridge Variable Investors Portfolio
Legg Mason Global Currents Variable International All
Cap Opportunity Portfolio

The names of certain Divisions were changed during 2009. The following is a summary
of current and former names for those Divisions:

Current Name		Former Name
ING Balanced Portfolio, Inc.:	ING VP Balanced Portfolio, Inc.:
ING Balanced Portfolio - Class S		ING VP Balanced Portfolio - Class S
ING Intermediate Bond Portfolio:	ING VP Intermediate Bond Portfolio:
ING Intermediate Bond Portfolio - Class S		ING VP Intermediate Bond Portfolio - Class S
ING Investors Trust:	ING Investors Trust:
ING Artio Foreign Portfolio - Service Class		ING Julius Baer Foreign Portfolio - Service Class
ING Artio Foreign Portfolio - Service 2 Class		ING Julius Baer Foreign Portfolio - Service 2 Class
ING Clarion Global Real Estate Portfolio - Service		ING Global Real Estate Portfolio - Service Class
Class
ING Clarion Global Real Estate Portfolio - Service 2		ING Global Real Estate Portfolio - Service 2 Class
Class
ING Clarion Real Estate Portfolio - Service Class		ING Van Kampen Real Estate Portfolio - Service Class
ING Clarion Real Estate Portfolio - Service 2 Class		ING Van Kampen Real Estate Portfolio - Service 2
		Class
ING Growth and Income Portfolio II - Service Class		ING Legg Mason Value Portfolio - Service Class
ING Growth and Income Portfolio II - Service 2 Class		ING Legg Mason Value Portfolio - Service 2 Class
ING Index Plus International Equity Portfolio -		ING VP Index Plus International Equity Portfolio -
Service Class		Service Class

129

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Current Name	Former Name
ING Investors Trust (continued):	ING Investors Trust (continued):
ING Index Plus International Equity Portfolio -	ING VP Index Plus International Equity Portfolio -
Service 2 Class	Service 2 Class
ING JPMorgan Emerging Markets Equity Portfolio -	ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class	Adviser Class
ING Oppenheimer Active Allocation Portfolio -	ING Oppenheimer Active Asset Allocation Portfolio -
Service Class	Service Class
ING PIMCO Total Return Bond Portfolio - Service	ING PIMCO Core Bond Portfolio - Service Class
Class
ING PIMCO Total Return Bond Portfolio - Service 2	ING PIMCO Core Bond Portfolio - Service 2 Class
Class
ING Partners, Inc.:	ING Partners, Inc.:
ING Columbia Small Cap Value Portfolio - Service	ING Columbia Small Cap Value II Portfolio - Service
Class	Class
ING Strategic Allocation Portfolios, Inc.:	ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio -	ING VP Strategic Allocation Conservative Portfolio -
Class S	Class S
ING Strategic Allocation Growth Portfolio - Class S	ING VP Strategic Allocation Growth Portfolio -
	Class S
ING Strategic Allocation Moderate Portfolio - Class S	ING VP Strategic Allocation Moderate Portfolio -
	Class S
ING Variable Funds:	ING Variable Funds:
ING Growth and Income Portfolio - Class I	ING VP Growth and Income Portfolio - Class I
ING Growth and Income Portfolio - Class S	ING VP Growth and Income Portfolio - Class S
ING Variable Portfolios, Inc.:	ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology	ING BlackRock Global Science and Technology
Opportunities Portfolio - Class S	Portfolio - Class S
ING Index Plus LargeCap Portfolio - Class S	ING VP Index Plus LargeCap Portfolio - Class S
ING Index Plus MidCap Portfolio - Class S	ING VP Index Plus MidCap Portfolio - Class S
ING Index Plus SmallCap Portfolio - Class S	ING VP Index Plus SmallCap Portfolio - Class S
ING Opportunistic Large Cap Portfolio - Class S	ING Opportunistic Large Cap Value Portfolio -
	Class S
ING Russell™ Global Large Cap Index 75%	ING Russell™ Global Large Cap Index 85%
Portfolio - Class S	Portfolio - Class S
ING Small Company Portfolio - Class S	ING VP Small Company Portfolio - Class S
ING U.S. Bond Index Portfolio - Class S	ING Lehman Brothers U.S. Aggregate Bond Index®
	Portfolio - Class S
ING Variable Products Trust:	ING Variable Products Trust:
ING International Value Portfolio - Class S	ING VP International Value Portfolio - Class S
ING MidCap Opportunities Portfolio - Class S	ING VP MidCap Opportunities Portfolio - Class S
ING SmallCap Opportunities Portfolio - Class S	ING VP SmallCap Opportunities Portfolio - Class S
Legg Mason Partners Variable Equity Trust:	Legg Mason Partners Variable Equity Trust:
Legg Mason ClearBridge Variable Investors Portfolio	Legg Mason Partners Variable Investors Portfolio
Legg Mason Global Currents Variable International	Legg Mason Partners Variable International All Cap
All Cap Opportunity Portfolio	Opportunity Portfolio
Legg Mason Partners Variable Income Trust:	Legg Mason Partners Variable Income Trust:
Legg Mason Western Asset Variable High Income	Legg Mason Partners Variable High Income Portfolio
Portfolio
Legg Mason Western Asset Variable Money Market	Legg Mason Partners Variable Money Market
Portfolio	Portfolio

130

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

The following Divisions were closed to contractowners in 2009:

ING Investors Trust:

ING AllianceBernstein Mid Cap Growth Portfolio - Service Class

ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class

ING Growth and Income Portfolio II - Service Class

ING Growth and Income Portfolio II - Service 2 Class

ING Index Plus International Equity Portfolio - Service Class

ING Index Plus International Equity Portfolio - Service 2 Class

ING International Growth Opportunities Portfolio - Service Class

ING International Growth Opportunities Portfolio - Service 2 Class

ING JPMorgan Value Opportunities Portfolio - Service Class

ING JPMorgan Value Opportunities 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 Conservative Portfolio - Service 2 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 Multi-Manager International Small Cap Portfolio - Class S

ING Oppenheimer Main Street Portfolio® - Service Class

ING Oppenheimer Main Street Portfolio® - Service 2 Class

ING Van Kampen Capital Growth Portfolio - Service Class

ING Van Kampen Capital Growth Portfolio - Service 2 Class

ING Partners, Inc.:

ING American Century Large Company Value Portfolio - Service Class

ING Neuberger Berman Partners Portfolio - Service Class

ING Variable Insurance Trust:

ING GET U.S. Core Portfolio - Series 3

ING GET U.S. Core Portfolio - Series 4

ING Variable Portfolios, Inc.:

ING Global Equity Option Portfolio - Class S

ING Opportunistic Large Cap Growth Portfolio - Class S

Pioneer Variable Contracts Trust:

Pioneer Small Cap Value VCT Portfolio - Class II

The following Divisions were offered during 2009 but did not have any activity as of

December 31, 2009:

ING Investors Trust:

ING BlackRock Large Cap Growth Portfolio - Service 2 Class

ING Evergreen Health Sciences Portfolio - Service 2 Class

131


ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

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 a first-in, first-out 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 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

132

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

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.

Subsequent Events

The Account has evaluated subsequent events for recognition and disclosure through the date the financial statements as of December 31, 2009 and for the years ended December 31, 2009 and 2008, were issued.


3.	Recently Adopted Accounting Standards

	FASB Accounting Standards Codification

	In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting
	Standards Update (“ASU”) 2009-01, “Topic 105 - Generally Accepted Accounting
	Principles: amendments based on Statement of Financial Accounting Standards (“FAS”)
	No. 168 - The FASB Accounting Standards Codification^TMand the Hierarchy of Generally
	Accepted Accounting Principles” (“ASU 2009-01”), which confirms that as of July 1,
	2009, the “FASB Accounting Standards Codification^TM” (“the Codification” or “ASC”) is
	the single official source of authoritative, nongovernmental US GAAP. All existing
	accounting standard documents are superseded, and all other accounting literature not
	included in the Codification is considered nonauthoritative.

	The Account adopted the Codification as of July 1, 2009. There was no effect on the
	Account’s net assets and results of operations. The Account has revised its disclosures to
	incorporate references to the Codification topics.

	Subsequent Events

	In May 2009, the FASB issued new guidance on subsequent events, included in ASC
	Topic 855, “Subsequent Events,” which establishes:

	§	The period after the balance sheet date during which an entity should evaluate
		events or transactions for potential recognition or disclosure in the financial
		statements;
	§	The circumstances under which an entity should recognize such events or
		transactions in its financial statements; and
	§	Disclosures regarding such events or transactions and the date through which an
		entity has evaluated subsequent events.

133

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

These provisions, as included in ASC Topic 855, were adopted by the Account on June 30, 2009. In addition, in February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements,” which clarifies that an SEC filer should evaluate subsequent events through the date the financial statements are issued and eliminates the requirement for an SEC filer to disclose that date, effective upon issuance. The Account determined that there was no effect on the Account’s net assets and results of operations upon adoption, as the guidance is consistent with that previously applied by the Account under US auditing standards. The disclosure provisions included in ASC Topic 855, as amended, are presented in the Significant Accounting Policies footnote.

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued new guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly, included in ASC Topic 820, “Fair Value Measurements and Disclosures,” which confirms that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. In addition, this guidance, as included in ASC Topic 820:

§ Clarifies factors for determining whether there has been a significant decrease in market activity for an asset or liability;§ Requires an entity to determine whether a transaction is not orderly based on the weight of the evidence; and§ Requires an entity to disclose in interim and annual periods the input and valuation technique used to measure fair value and any change in valuation technique.

These provisions, as included in ASC Topic 820, were adopted by the Account on April 1, 2009. The Account determined, however, that there was no effect on the Account’s net assets and results of operations upon adoption, as its guidance is consistent with that previously applied by the Account under US GAAP.

Fair Value Measurements

In September 2006, the FASB issued new guidance on fair value measurements included in ASC Topic 820, “Fair Value Measurements and Disclosures,” which 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. ASC Topic 820 does not expand the use of fair value to any new circumstances.

134

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

ASC Topic 820 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, ASC Topic 820 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. ASC Topic 820 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 ASC Topic 820 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, 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, 2009 and 2008, respectively, based on the priority of the inputs to the valuation technique below. The Account had no financial liabilities as of December 31, 2009.

The ASC Topic 820 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.

135

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

§ 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 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.

136

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

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 Choice^SMOption I (pre August 7, 2003)	0.60
Rollover Choice^SMOption II (pre August 7, 2003)	0.80
Rollover Choice^SMOption III (pre August 7, 2003)	0.95
Rollover Choice^SMOption I (post August 7, 2003)	0.85
Rollover Choice^SMOption II (post August 7, 2003)	1.05
Rollover Choice^SMOption 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
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

137

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Series	Annual Rates
ING GoldenSelect (continued):
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
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

138

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Series	Annual Rates
ING GoldenSelect (continued):
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
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

139

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

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.

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+	-	-		-		-		-	-

140

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


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.

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.

141

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

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, 2009, 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.

In addition, management and service fees were paid to IIL, an affiliate of the Company, in its capacity as investment adviser to the ING Mutual Funds, the ING Variable Insurance Trust, ING Intermediate Bond Portfolio, ING Variable Portfolios, Inc., ING Variable Funds, ING 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 0.95% of the average net assets of each respective Fund.

142


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
	2009		2008
	Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
AIM Variable Insurance Funds:
AIM V.I. Leisure Fund - Series I Shares	$ 372	$ 2,952	$ 5,460	$ 9,287
BlackRock Variable Series Funds, Inc.:
BlackRock Global Allocation V.I. Fund - Class III	483,121	52,382	462,235	8,747
Columbia Funds Variable Insurance Trust:
Columbia Asset Allocation Fund, Variable Series - Class A	12	14	83	268
Columbia Federal Securities Fund, Variable Series - Class A	2	5	10	61
Columbia Large Cap Growth Fund, Variable Series - Class A	2	13	4	41
Columbia Small Cap Value Fund, Variable Series - Class B	2,837	23,106	25,549	53,705
Columbia Small Company Growth Fund, Variable Series -
Class A	-	34	9	4
Fidelity® Variable Insurance Products:
Fidelity® VIP Equity-Income Portfolio - Service Class 2	4,156	27,760	14,078	75,368
Fidelity® Variable Insurance Products II:
Fidelity® VIP Contrafund® Portfolio - Service Class 2	50,576	129,087	262,890	47,570
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2	3,295	707	3,617	1,023
ING Balanced Portfolio, Inc.:
ING Balanced Portfolio - Class S	526	855	2,379	2,160
ING Intermediate Bond Portfolio:
ING Intermediate Bond Portfolio - Class S	242,282	175,601	484,837	220,106
ING Investors Trust:
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class	10,037	246,681	84,249	82,272
ING AllianceBernstein Mid Cap Growth Portfolio -
Service 2 Class	365	11,363	3,687	2,613
ING American Funds Asset Allocation Portfolio	113,954	8,515	177,850	5,324
ING American Funds Bond Portfolio	244,673	45,284	292,667	23,012
ING American Funds Growth Portfolio	364,850	130,943	526,537	100,328
ING American Funds Growth-Income Portfolio	159,466	67,950	255,341	52,985
ING American Funds International Portfolio	345,720	84,792	318,087	103,608
ING American Funds World Allocation Portfolio - Service Class	83,177	11,064	12,742	-
ING Artio Foreign Portfolio - Service Class	102,181	78,473	175,677	105,567
ING Artio Foreign Portfolio - Service 2 Class	7,535	5,795	9,062	6,716
ING BlackRock Inflation Protected Bond Portfolio - Service Class	177,932	22,222	-	-
ING BlackRock Large Cap Growth Portfolio - Institutional Class	1	22	22	24
ING BlackRock Large Cap Growth Portfolio - Service Class	29,902	24,469	42,774	26,286
ING BlackRock Large Cap Value Portfolio - Service Class	740	5,660	2,353	12,580
ING BlackRock Large Cap Value Portfolio - Service 2 Class	29	288	169	748
ING Clarion Global Real Estate Portfolio - Service Class	19,247	24,787	80,545	28,998
ING Clarion Global Real Estate Portfolio - Service 2 Class	291	265	868	689
ING Clarion Real Estate Portfolio - Service Class	21,527	51,230	111,200	151,448
ING Clarion Real Estate Portfolio - Service 2 Class	1,499	2,725	5,570	5,348
ING Evergreen Health Sciences Portfolio - Service Class	23,980	38,784	79,448	45,673

143

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


		Year ended December 31
	2009		2008
	Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
ING Investors Trust (continued):
ING Evergreen Omega Portfolio - Service Class	$ 75,050	$ 7,697	$ 6,738	$ 3,505
ING Evergreen Omega Portfolio - Service 2 Class	5	215	138	175
ING FMR^SMDiversified Mid Cap Portfolio - Service Class	40,233	68,365	103,642	119,041
ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class	977	3,122	4,848	6,298
ING Focus 5 Portfolio - Service Class	17,757	22,998	140,022	25,345
ING Franklin Income Portfolio - Service Class	100,590	33,305	155,140	75,651
ING Franklin Income Portfolio - Service 2 Class	2,580	2,106	3,023	3,062
ING Franklin Mutual Shares Portfolio - Service Class	22,572	20,694	65,467	28,920
ING Franklin Templeton Founding Strategy Portfolio -
Service Class	58,859	61,974	492,796	18,058
ING Global Resources Portfolio - Service Class	61,200	118,321	421,367	147,634
ING Global Resources Portfolio - Service 2 Class	998	2,963	11,695	6,598
ING Growth and Income Portfolio II - Service Class	3,944	145,948	70,988	69,259
ING Growth and Income Portfolio II - Service 2 Class	290	11,162	4,740	3,532
ING Index Plus International Equity Portfolio - Service Class	1,233	20,262	10,884	9,287
ING Index Plus International Equity Portfolio - Service 2 Class	19	338	169	258
ING International Growth Opportunities Portfolio - Service Class	1,843	72,801	32,797	25,479
ING International Growth Opportunities Portfolio -
Service 2 Class	140	6,151	2,841	1,356
ING Janus Contrarian Portfolio - Service Class	17,161	93,939	212,297	95,135
ING Janus Contrarian Portfolio - Service 2 Class	349	3,193	7,071	4,822
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class	106,513	128,258	194,670	137,782
ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class	1,945	3,434	5,692	6,491
ING JPMorgan Small Cap Core Equity Portfolio - Service Class	18,539	19,560	26,137	57,435
ING JPMorgan Small Cap Core Equity Portfolio - Service 2 Class	966	3,394	4,246	7,319
ING JPMorgan Value Opportunities Portfolio - Service Class	979	19,383	4,435	9,842
ING JPMorgan Value Opportunities Portfolio - Service 2 Class	37	732	150	480
ING LifeStyle Aggressive Growth Portfolio - Service Class	62,203	961,953	202,260	107,106
ING LifeStyle Aggressive Growth Portfolio - Service 2 Class	1,002	4,222	1,685	961
ING LifeStyle Conservative Portfolio - Service Class	277,414	412,313	129,382	2,041
ING LifeStyle Conservative Portfolio - Service 2 Class	1,404	1,323	-	-
ING LifeStyle Growth Portfolio - Service Class	326,483	3,744,348	1,015,688	108,959
ING LifeStyle Growth Portfolio - Service 2 Class	2,869	14,103	5,176	1,940
ING LifeStyle Moderate Growth Portfolio - Service Class	320,654	3,117,511	806,416	75,181
ING LifeStyle Moderate Growth Portfolio - Service 2 Class	4,264	17,174	5,419	4,133
ING LifeStyle Moderate Portfolio - Service Class	268,539	1,846,714	691,487	58,437
ING LifeStyle Moderate Portfolio - Service 2 Class	10,774	24,212	8,830	5,895
ING Limited Maturity Bond Portfolio - Service Class	7,847	26,018	11,201	46,245
ING Liquid Assets Portfolio - Service Class	407,407	1,243,989	1,802,623	520,982
ING Liquid Assets Portfolio - Service 2 Class	10,849	34,820	47,711	15,633
ING Lord Abbett Affiliated Portfolio - Service Class	928	10,148	14,922	24,861
ING Lord Abbett Affiliated Portfolio - Service 2 Class	44	245	473	392

144

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


		Year ended December 31
		2009		2008
	Purchases		Sales	Purchases	Sales
			(Dollars in thousands)
ING Investors Trust (continued):
ING Marsico Growth Portfolio - Service Class	$ 25,759	$ 65,728		$ 41,610	$ 115,684
ING Marsico Growth Portfolio - Service 2 Class	1,094		1,836	782	2,841
ING Marsico International Opportunities Portfolio - Service Class	5,638		41,281	111,810	58,445
ING MFS Total Return Portfolio - Service Class	61,280		109,499	160,438	158,141
ING MFS Total Return Portfolio - Service 2 Class	1,722		4,514	7,166	7,224
ING MFS Utilities Portfolio - Service Class	41,544		57,136	237,493	96,397
ING Multi-Manager International Small Cap Portfolio - Class S	9,615		13,275	7,406	3,266
ING Oppenheimer Active Allocation Portfolio - Service Class	16,895		894	3,445	-
ING Oppenheimer Main Street Portfolio® - Service Class	1,809		210,552	27,708	69,359
ING Oppenheimer Main Street Portfolio® - Service 2 Class	28		2,817	218	586
ING PIMCO High Yield Portfolio - Service Class	30,099		70,892	65,473	165,112
ING PIMCO Total Return Bond Portfolio - Service Class	901,963		204,712	1,404,422	242,657
ING PIMCO Total Return Bond Portfolio - Service 2 Class	16,133		8,267	23,623	9,836
ING Pioneer Fund Portfolio - Service Class	4,470		7,781	6,336	18,710
ING Pioneer Mid Cap Value Portfolio - Service Class	24,048		62,929	253,544	118,959
ING Retirement Conservative Portfolio - Adviser Class	406,570		10,528	-	-
ING Retirement Growth Portfolio - Adviser Class	4,521,168		73,797	-	-
ING Retirement Moderate Growth Portfolio - Adviser Class	3,078,796		22,258	-	-
ING Retirement Moderate Portfolio - Adviser Class	1,826,734		16,957	-	-
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	149,941		187,128	570,542	234,895
ING T. Rowe Price Capital Appreciation Portfolio -
Service 2 Class	2,446		8,770	14,096	15,260
ING T. Rowe Price Equity Income Portfolio - Service Class	48,403		68,794	133,636	110,841
ING T. Rowe Price Equity Income Portfolio - Service 2 Class	828		2,773	4,732	4,088
ING Templeton Global Growth Portfolio - Service Class	23,294		23,989	27,229	57,387
ING Templeton Global Growth Portfolio - Service 2 Class	291		402	531	1,949
ING Van Kampen Capital Growth Portfolio - Service Class	8,013		144,028	188,422	24,287
ING Van Kampen Capital Growth Portfolio - Service 2 Class	-		14	191	13,877
ING Van Kampen Global Franchise Portfolio - Service Class	55,116		34,904	57,998	61,094
ING Van Kampen Global Franchise Portfolio - Service 2 Class	5,982		6,699	7,448	10,870
ING Van Kampen Global Tactical Asset Allocation Portfolio -
Service Class	38,483		2,503	3,034	371
ING Van Kampen Growth and Income Portfolio - Service Class	24,426		59,477	84,673	106,437
ING Van Kampen Growth and Income Portfolio - Service 2 Class	1,643		4,343	8,711	10,721
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	13,502		6,170	1,527	4,054
ING Wells Fargo Small Cap Disciplined Portfolio -
Service 2 Class	4		47	74	82
ING Mutual Funds:
ING Diversified International Fund - Class R	1		31	36	67

145

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


		Year ended December 31
		2009		2008
	Purchases		Sales	Purchases		Sales
			(Dollars in thousands)
ING Partners, Inc.:
ING American Century Large Company Value Portfolio -
Service Class	$ 225	$ 633		$ 406	$ 72
ING American Century Small-Mid Cap Value Portfolio -
Service Class	1,305		230	192		103
ING Baron Small Cap Growth Portfolio - Service Class	76,326		36,645	92,006		34,502
ING Columbia Small Cap Value Portfolio - Service Class	25,584		38,673	103,851		43,859
ING Davis New York Venture Portfolio - Service Class	43,057		24,412	116,223		9,815
ING JPMorgan Mid Cap Value Portfolio - Service Class	28,447		8,275	38,474		10,410
ING Legg Mason Partners Aggressive Growth Portfolio -
Service Class	22		12,912	4,626		23,042
ING Neuberger Berman Partners Portfolio - Service Class	1,973		67,222	1,410		25,782
ING Oppenheimer Global Portfolio - Initial Class	296		1,439	1,065		2,674
ING Oppenheimer Global Portfolio - Service Class	7,356		21,131	50,521		18,723
ING Oppenheimer Strategic Income Portfolio - Service Class	780		2,355	4,632		3,223
ING PIMCO Total Return Portfolio - Service Class	2,717		2,235	5,467		1,043
ING Solution 2015 Portfolio - Service Class	4,567		1,158	8,604		2,620
ING Solution 2025 Portfolio - Service Class	5,370		732	7,218		748
ING Solution 2035 Portfolio - Service Class	2,350		1,411	5,535		592
ING Solution 2045 Portfolio - Service Class	142		254	946		109
ING Solution Income Portfolio - Service Class	1,542		700	3,858		1,808
ING T. Rowe Price Diversified Mid Cap Growth Portfolio -
Service Class	3,713		293	2,844		385
ING T. Rowe Price Growth Equity Portfolio - Service Class	60,526		14,963	31,668		15,930
ING Templeton Foreign Equity Portfolio - Service Class	64,062		34,246	219,959		59,611
ING Thornburg Value Portfolio - Initial Class	17		196	41		553
ING Thornburg Value Portfolio - Service Class	1,394		689	260		4,726
ING UBS U.S. Large Cap Equity Portfolio - Service Class	151		1,366	360		3,531
ING Van Kampen Comstock Portfolio - Service Class	15,444		19,050	37,574		28,902
ING Van Kampen Equity and Income Portfolio - Initial Class	43		211	318		749
ING Van Kampen Equity and Income Portfolio - Service Class	14,589		28,233	152,718		19,385
ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio - Class S	268		193	476		204
ING Strategic Allocation Growth Portfolio - Class S	114		68	516		81
ING Strategic Allocation Moderate Portfolio - Class S	137		89	302		201
ING Variable Funds:
ING Growth and Income Portfolio - Class I	1		6	2		6
ING Growth and Income Portfolio - Class S	150,368		52,696	437,216		47,269
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 3	819		38,705	3,210		9,057
ING GET U.S. Core Portfolio - Series 4	1,024		27,001	5,225		7,268
ING GET U.S. Core Portfolio - Series 5	666		2,949	4,308		5,202
ING GET U.S. Core Portfolio - Series 6	359		4,516	3,941		4,739
ING GET U.S. Core Portfolio - Series 7	256		1,587	2,963		3,461
ING GET U.S. Core Portfolio - Series 8	155		1,967	1,723		1,943

146

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


		Year ended December 31
		2009		2008
	Purchases		Sales	Purchases		Sales
			(Dollars in thousands)
ING Variable Insurance Trust (continued):
ING GET U.S. Core Portfolio - Series 9	$ 126	$ 1,010		$ 1,549	$ 1,059
ING GET U.S. Core Portfolio - Series 10	130		988	1,134		737
ING GET U.S. Core Portfolio - Series 11	344		1,993	1,803		1,160
ING GET U.S. Core Portfolio - Series 12	80		524	854		981
ING GET U.S. Core Portfolio - Series 13	800		6,882	2,661		13,597
ING GET U.S. Core Portfolio - Series 14	2,860		30,373	2,064		14,458
ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology Opportunities Portfolio -
Class S	105,919		33,902	157,195		21,941
ING Dow Jones Euro STOXX 50 Index Portfolio - Class A	1,151		555	-		-
ING FTSE 100 Index Portfolio - Class A	758		10	-		-
ING Global Equity Option Portfolio - Class S	5,733		8,541	1,984		31
ING Hang Seng Index Portfolio - Class S	44,117		4,852	-		-
ING Index Plus LargeCap Portfolio - Class S	5,411		34,445	103,292		94,213
ING Index Plus MidCap Portfolio - Class S	1,892		19,922	40,631		54,718
ING Index Plus SmallCap Portfolio - Class S	2,364		14,105	23,724		46,622
ING International Index Portfolio - Class S	62,304		6,908	9,607		1,711
ING Japan Equity Index Portfolio - Class A	658		326	-		-
ING Opportunistic Large Cap Growth Portfolio - Class S	10		411	281		273
ING Opportunistic Large Cap Portfolio - Class S	959		2,391	3,338		4,133
ING Russell™ Global Large Cap Index 75% Portfolio - Class S	12,783		1,293	4,040		1,426
ING Russell™ Large Cap Growth Index Portfolio - Class S	132,902		13,225	-		-
ING Russell™ Large Cap Index Portfolio - Class S	325,095		35,287	38,457		10,460
ING Russell™ Large Cap Value Index Portfolio - Class S	22,911		2,514	-		-
ING Russell™ Mid Cap Growth Index Portfolio - Class S	235,954		16,774	-		-
ING Russell™ Mid Cap Index Portfolio - Class S	60,555		16,482	33,357		3,426
ING Russell™ Small Cap Index Portfolio - Class S	50,264		28,362	116,495		17,769
ING Small Company Portfolio - Class S	45,632		27,700	65,062		11,441
ING U.S. Bond Index Portfolio - Class S	170,112		103,042	214,981		41,744
ING WisdomTree^SMGlobal High-Yielding Equity Index
Portfolio - Class S	50,405		32,335	225,953		8,759
ING Variable Products Trust:
ING International Value Portfolio - Class S	970		1,300	6,021		1,879
ING MidCap Opportunities Portfolio - Class S	27,642		39,581	355,725		33,335
ING SmallCap Opportunities Portfolio - Class S	145		6,817	12,733		18,918
Legg Mason Partners Variable Equity Trust:
Legg Mason ClearBridge Variable Investors Portfolio	2		11	7		44
Legg Mason Global Currents Variable International All Cap
Opportunity Portfolio	-		3	2		31
Legg Mason Partners Variable Income Trust:
Legg Mason Western Asset Variable High Income Portfolio	8		3	8		36
Legg Mason Western Asset Variable Money Market Portfolio	1		-	3		146

147

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


		Year ended December 31
		2009		2008
	Purchases		Sales	Purchases		Sales
			(Dollars in thousands)
Oppenheimer Variable Account Funds:
Oppenheimer Main Street Small Cap Fund®/VA - Service Class	$ 545	$ 161		$ 347	$ 285
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class	4,744		1,849	7,725		1,642
Pioneer Variable Contracts Trust:
Pioneer Equity Income VCT Portfolio - Class II	2,273		2,151	5,223		1,571
Pioneer Small Cap Value VCT Portfolio - Class II	1		2,249	665		915
ProFunds:
ProFund VP Bull	131		1,825	372		6,426
ProFund VP Europe 30	296		2,093	2,885		4,958
ProFund VP Rising Rates Opportunity	363		3,201	1,436		8,874
Wells Fargo Funds Trust:
Wells Fargo Advantage Asset Allocation Fund	50		251	287		411
Wells Fargo Advantage C&B Large Cap Value Fund	5		55	7		113
Wells Fargo Advantage Equity Income Fund	16		62	140		134
Wells Fargo Advantage Large Company Growth Fund	5		297	21		458
Wells Fargo Advantage Money Market Fund	1		7	2		86
Wells Fargo Advantage Small Cap Growth Fund	-		142	189		140
Wells Fargo Advantage Total Return Bond Fund	105		119	58		314

148

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, 2009 and 2008 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
		2009			2008
	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	31,058	349,079	(318,021)	104,608	859,682	(755,074)
BlackRock Variable Series Funds, Inc.:
BlackRock Global Allocation V.I. Fund - Class III	75,987,942	22,927,232	53,060,710	57,209,847	7,307,190	49,902,657
Columbia Funds Variable Insurance Trust:
Columbia Asset Allocation Fund, Variable Series - Class A	480	1,317	(837)	2,325	20,743	(18,418)
Columbia Federal Securities Fund, Variable Series - Class A	-	407	(407)	444	5,324	(4,880)
Columbia Large Cap Growth Fund, Variable Series - Class A	16	1,146	(1,130)	299	3,722	(3,423)
Columbia Small Cap Value Fund, Variable Series - Class B	278,804	1,738,333	(1,459,529)	179,657	3,140,307	(2,960,650)
Columbia Small Company Growth Fund, Variable Series - Class A	-	2,581	(2,581)	-	144	(144)
Fidelity® Variable Insurance Products:
Fidelity® VIP Equity-Income Portfolio - Service Class 2	992,104	4,176,755	(3,184,651)	3,214,538	8,981,668	(5,767,130)
Fidelity® Variable Insurance Products II:
Fidelity® VIP Contrafund® Portfolio - Service Class 2	13,009,601	19,551,470	(6,541,869)	38,407,606	22,732,411	15,675,195
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2	298,415	110,674	187,741	375,150	243,139	132,011
ING Balanced Portfolio, Inc.:
ING Balanced Portfolio - Class S	64,148	133,985	(69,837)	154,763	244,970	(90,207)
ING Intermediate Bond Portfolio:
ING Intermediate Bond Portfolio - Class S	40,290,370	38,950,690	1,339,680	72,084,714	56,248,042	15,836,672
ING Investors Trust:
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class	2,070,577	19,338,993	(17,268,416)	4,875,586	7,856,182	(2,980,596)
ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class	50,985	975,871	(924,886)	114,147	228,342	(114,195)
ING American Funds Asset Allocation Portfolio	19,904,258	5,412,005	14,492,253	23,895,240	3,215,712	20,679,528
ING American Funds Bond Portfolio	38,343,432	17,153,230	21,190,202	37,631,498	9,063,400	28,568,098

149

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING American Funds Growth Portfolio	36,582,545	36,084,341	498,204	66,078,373	41,512,481	24,565,892
ING American Funds Growth-Income Portfolio	21,283,824	21,176,889	106,935	40,022,856	26,811,680	13,211,176
ING American Funds International Portfolio	21,908,372	18,401,270	3,507,102	32,644,018	24,864,560	7,779,458
ING American Funds World Allocation Portfolio - Service Class	8,865,751	1,821,231	7,044,520	1,475,870	29,257	1,446,613
ING Artio Foreign Portfolio - Service Class	12,987,278	12,119,589	867,689	18,699,161	18,683,200	15,961
ING Artio Foreign Portfolio - Service 2 Class	535,620	495,775	39,845	302,000	479,674	(177,674)
ING BlackRock Inflation Protected Bond Portfolio - Service Class	19,482,590	4,392,829	15,089,761	-	-	-
ING BlackRock Large Cap Growth Portfolio - Institutional Class	-	2,743	(2,743)	3	2,895	(2,892)
ING BlackRock Large Cap Growth Portfolio - Service Class	6,465,361	5,476,222	989,139	5,752,600	5,400,606	351,994
ING BlackRock Large Cap Value Portfolio - Service Class	136,144	680,723	(544,579)	87,456	1,082,168	(994,712)
ING BlackRock Large Cap Value Portfolio - Service 2 Class	2,844	24,758	(21,914)	6,407	56,978	(50,571)
ING Clarion Global Real Estate Portfolio - Service Class	5,555,668	6,011,644	(455,976)	13,935,069	8,931,567	5,003,502
ING Clarion Global Real Estate Portfolio - Service 2 Class	46,753	38,422	8,331	95,994	79,211	16,783
ING Clarion Real Estate Portfolio - Service Class	921,570	2,302,213	(1,380,643)	1,895,100	4,168,239	(2,273,139)
ING Clarion Real Estate Portfolio - Service 2 Class	101,499	251,328	(149,829)	99,116	313,390	(214,274)
ING Evergreen Health Sciences Portfolio - Service Class	6,606,332	7,980,311	(1,373,979)	12,348,154	10,033,907	2,314,247
ING Evergreen Omega Portfolio - Service Class	8,918,921	2,235,010	6,683,911	780,203	450,969	329,234
ING Evergreen Omega Portfolio - Service 2 Class	991	20,984	(19,993)	919	15,342	(14,423)
ING FMR^SMDiversified Mid Cap Portfolio - Service Class	11,993,189	14,027,678	(2,034,489)	15,533,608	20,806,130	(5,272,522)
ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class	123,478	262,502	(139,024)	231,193	461,928	(230,735)
ING Focus 5 Portfolio - Service Class	6,018,422	6,358,864	(340,442)	20,714,284	7,849,841	12,864,443
ING Franklin Income Portfolio - Service Class	19,152,614	13,329,973	5,822,641	29,073,925	22,412,607	6,661,318
ING Franklin Income Portfolio - Service 2 Class	304,876	276,396	28,480	331,544	384,919	(53,375)
ING Franklin Mutual Shares Portfolio - Service Class	6,742,053	6,107,920	634,133	11,340,120	7,955,038	3,385,082
ING Franklin Templeton Founding Strategy Portfolio - Service Class	16,080,003	19,493,470	(3,413,467)	79,149,769	20,954,019	58,195,750
ING Global Resources Portfolio - Service Class	6,685,696	8,256,640	(1,570,944)	17,080,043	13,531,849	3,548,194
ING Global Resources Portfolio - Service 2 Class	102,335	184,416	(82,081)	284,537	353,794	(69,257)
ING Growth and Income Portfolio II - Service Class	914,317	31,247,475	(30,333,158)	5,311,958	11,855,180	(6,543,222)
ING Growth and Income Portfolio II - Service 2 Class	31,422	1,852,992	(1,821,570)	200,132	456,493	(256,361)
ING Index Plus International Equity Portfolio - Service Class	120,154	2,549,091	(2,428,937)	316,780	1,041,046	(724,266)

150

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING Index Plus International Equity Portfolio - Service 2 Class	351	39,217	(38,866)	1,387	22,864	(21,477)
ING International Growth Opportunities Portfolio - Service Class	65,184	7,329,858	(7,264,674)	347,675	2,195,689	(1,848,014)
ING International Growth Opportunities Portfolio - Service 2 Class	6,959	467,433	(460,474)	24,951	85,424	(60,473)
ING Janus Contrarian Portfolio - Service Class	5,578,332	13,257,041	(7,678,709)	24,274,047	22,399,880	1,874,167
ING Janus Contrarian Portfolio - Service 2 Class	80,729	285,596	(204,867)	240,422	315,896	(75,474)
ING JPMorgan Emerging Markets Equity Portfolio - Service Class	13,495,540	13,596,496	(100,956)	20,248,514	19,777,306	471,208
ING JPMorgan Emerging Markets Equity Portfolio - Service 2 Class	124,599	184,887	(60,288)	182,330	313,840	(131,510)
ING JPMorgan Small Cap Core Equity Portfolio - Service Class	2,501,202	2,859,014	(357,812)	2,331,586	6,052,262	(3,720,676)
ING JPMorgan Small Cap Core Equity Portfolio - Service 2 Class	44,136	279,627	(235,491)	66,112	531,318	(465,206)
ING JPMorgan Value Opportunities Portfolio - Service Class	231,883	2,743,063	(2,511,180)	243,112	1,134,143	(891,031)
ING JPMorgan Value Opportunities Portfolio - Service 2 Class	280	96,275	(95,995)	3,859	46,066	(42,207)
ING LifeStyle Aggressive Growth Portfolio - Service Class	9,317,426	103,925,293	(94,607,867)	20,081,738	20,886,430	(804,692)
ING LifeStyle Aggressive Growth Portfolio - Service 2 Class	110,012	451,640	(341,628)	119,492	82,910	36,582
ING LifeStyle Conservative Portfolio - Service Class	38,613,440	54,713,629	(16,100,189)	17,350,368	1,250,179	16,100,189
ING LifeStyle Conservative Portfolio - Service 2 Class	113,225	113,225	-	-	-	-
ING LifeStyle Growth Portfolio - Service Class	49,317,013	401,660,098	(352,343,085)	128,672,824	65,931,731	62,741,093
ING LifeStyle Growth Portfolio - Service 2 Class	247,019	1,378,743	(1,131,724)	393,960	164,843	229,117
ING LifeStyle Moderate Growth Portfolio - Service Class	46,854,994	327,872,721	(281,017,727)	108,054,957	55,553,992	52,500,965
ING LifeStyle Moderate Growth Portfolio - Service 2 Class	405,985	1,678,313	(1,272,328)	395,247	369,658	25,589
ING LifeStyle Moderate Portfolio - Service Class	44,199,116	198,756,446	(154,557,330)	90,761,793	39,182,323	51,579,470
ING LifeStyle Moderate Portfolio - Service 2 Class	1,106,826	2,342,065	(1,235,239)	774,140	616,897	157,243
ING Limited Maturity Bond Portfolio - Service Class	172,351	1,259,922	(1,087,571)	290,597	2,356,870	(2,066,273)
ING Liquid Assets Portfolio - Service Class	100,033,410	152,688,414	(52,655,004)	318,256,889	235,944,081	82,312,808
ING Liquid Assets Portfolio - Service 2 Class	1,670,729	3,901,797	(2,231,068)	10,022,475	6,984,421	3,038,054
ING Lord Abbett Affiliated Portfolio - Service Class	195,971	1,272,743	(1,076,772)	289,874	2,329,501	(2,039,627)
ING Lord Abbett Affiliated Portfolio - Service 2 Class	7,978	26,296	(18,318)	3,898	29,418	(25,520)
ING Marsico Growth Portfolio - Service Class	6,158,423	9,289,470	(3,131,047)	9,714,966	13,856,667	(4,141,701)
ING Marsico Growth Portfolio - Service 2 Class	152,268	211,557	(59,289)	99,590	230,242	(130,652)
ING Marsico International Opportunities Portfolio - Service Class	1,710,898	5,113,218	(3,402,320)	11,123,956	9,422,714	1,701,242
ING MFS Total Return Portfolio - Service Class	7,010,855	9,394,058	(2,383,203)	7,594,899	12,608,231	(5,013,332)

151

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING MFS Total Return Portfolio - Service 2 Class	147,999	440,045	(292,046)	129,192	614,062	(484,870)
ING MFS Utilities Portfolio - Service Class	7,677,149	10,147,969	(2,470,820)	23,836,751	19,922,925	3,913,826
ING Multi-Manager International Small Cap Portfolio - Class S	1,498,951	1,992,798	(493,847)	969,332	475,485	493,847
ING Oppenheimer Active Allocation Portfolio - Service Class	2,048,572	243,145	1,805,427	427,911	16,299	411,612
ING Oppenheimer Main Street Portfolio® - Service Class	512,822	14,045,538	(13,532,716)	2,667,157	4,848,712	(2,181,555)
ING Oppenheimer Main Street Portfolio® - Service 2 Class	4,714	302,518	(297,804)	11,717	43,757	(32,040)
ING PIMCO High Yield Portfolio - Service Class	969,477	6,925,944	(5,956,467)	7,328,265	19,504,693	(12,176,428)
ING PIMCO Total Return Bond Portfolio - Service Class	97,437,019	59,413,076	38,023,943	148,312,824	68,903,229	79,409,595
ING PIMCO Total Return Bond Portfolio - Service 2 Class	1,564,776	1,195,889	368,887	2,422,074	1,361,491	1,060,583
ING Pioneer Fund Portfolio - Service Class	740,597	1,121,515	(380,918)	637,444	2,057,989	(1,420,545)
ING Pioneer Mid Cap Value Portfolio - Service Class	8,205,982	12,555,896	(4,349,914)	28,952,917	20,716,105	8,236,812
ING Retirement Conservative Portfolio - Adviser Class	52,086,673	3,894,878	48,191,795	-	-	-
ING Retirement Growth Portfolio - Adviser Class	498,382,902	14,157,359	484,225,543	-	-	-
ING Retirement Moderate Growth Portfolio - Adviser Class	331,988,356	9,052,622	322,935,734	-	-	-
ING Retirement Moderate Portfolio - Adviser Class	193,428,098	7,212,114	186,215,984	-	-	-
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	17,600,263	17,081,278	518,985	28,597,491	24,119,335	4,478,156
ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class	225,842	749,451	(523,609)	301,468	1,194,157	(892,689)
ING T. Rowe Price Equity Income Portfolio - Service Class	6,360,252	7,178,319	(818,067)	7,655,742	9,493,239	(1,837,497)
ING T. Rowe Price Equity Income Portfolio - Service 2 Class	98,206	283,142	(184,936)	186,781	364,938	(178,157)
ING Templeton Global Growth Portfolio - Service Class	2,779,038	2,929,241	(150,203)	3,095,739	4,953,235	(1,857,496)
ING Templeton Global Growth Portfolio - Service 2 Class	24,368	35,756	(11,388)	30,067	137,053	(106,986)
ING Van Kampen Capital Growth Portfolio - Service Class	1,790,898	17,874,111	(16,083,213)	16,999,139	4,838,809	12,160,330
ING Van Kampen Capital Growth Portfolio - Service 2 Class	2	1,417	(1,415)	18,672	907,281	(888,609)
ING Van Kampen Global Franchise Portfolio - Service Class	5,215,590	5,142,938	72,652	6,603,917	8,484,047	(1,880,130)
ING Van Kampen Global Franchise Portfolio - Service 2 Class	121,541	538,908	(417,367)	151,446	779,421	(627,975)
ING Van Kampen Global Tactical Asset Allocation Portfolio -
Service Class	4,666,340	706,578	3,959,762	376,816	58,534	318,282
ING Van Kampen Growth and Income Portfolio - Service Class	3,232,339	4,799,103	(1,566,764)	3,960,823	6,953,624	(2,992,801)
ING Van Kampen Growth and Income Portfolio - Service 2 Class	225,182	453,973	(228,791)	216,645	833,877	(617,232)
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	1,775,341	893,008	882,333	49,110	449,683	(400,573)
ING Wells Fargo Small Cap Disciplined Portfolio - Service 2 Class	153	5,144	(4,991)	419	7,989	(7,570)

152

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Mutual Funds:
ING Diversified International Fund - Class R	18	4,785	(4,767)	1,357	6,179	(4,822)
ING Partners, Inc.:
ING American Century Large Company Value Portfolio - Service Class	28,498	72,854	(44,356)	12,181	6,516	5,665
ING American Century Small-Mid Cap Value Portfolio - Service Class	112,936	19,916	93,020	8,498	6,369	2,129
ING Baron Small Cap Growth Portfolio - Service Class	15,460,465	10,216,661	5,243,804	14,185,144	9,097,198	5,087,946
ING Columbia Small Cap Value Portfolio - Service Class	6,912,213	8,212,602	(1,300,389)	18,865,474	12,373,074	6,492,400
ING Davis New York Venture Portfolio - Service Class	11,317,153	8,289,814	3,027,339	17,588,696	6,274,019	11,314,677
ING JPMorgan Mid Cap Value Portfolio - Service Class	4,747,238	2,352,252	2,394,986	4,500,990	1,905,326	2,595,664
ING Legg Mason Partners Aggressive Growth Portfolio - Service Class	199,007	1,528,203	(1,329,196)	1,110,284	2,547,033	(1,436,749)
ING Neuberger Berman Partners Portfolio - Service Class	155,910	11,239,947	(11,084,037)	515,915	2,985,982	(2,470,067)
ING Oppenheimer Global Portfolio - Initial Class	90,351	233,628	(143,277)	34,824	244,888	(210,064)
ING Oppenheimer Global Portfolio - Service Class	1,280,265	2,986,018	(1,705,753)	5,982,499	4,603,003	1,379,496
ING Oppenheimer Strategic Income Portfolio - Service Class	71,846	253,796	(181,950)	591,212	539,474	51,738
ING PIMCO Total Return Portfolio - Service Class	203,986	198,173	5,813	508,319	181,381	326,938
ING Solution 2015 Portfolio - Service Class	478,956	163,082	315,874	807,195	292,478	514,717
ING Solution 2025 Portfolio - Service Class	633,355	101,208	532,147	697,835	106,385	591,450
ING Solution 2035 Portfolio - Service Class	260,852	170,466	90,386	421,452	36,400	385,052
ING Solution 2045 Portfolio - Service Class	16,435	34,830	(18,395)	79,705	10,611	69,094
ING Solution Income Portfolio - Service Class	126,852	73,781	53,071	352,910	179,167	173,743
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service
Class	388,149	47,438	340,711	173,642	38,243	135,399
ING T. Rowe Price Growth Equity Portfolio - Service Class	11,486,303	4,675,708	6,810,595	4,856,598	3,124,542	1,732,056
ING Templeton Foreign Equity Portfolio - Service Class	13,339,518	9,723,596	3,615,922	23,495,762	10,533,852	12,961,910
ING Thornburg Value Portfolio - Initial Class	24,338	49,714	(25,376)	12,370	70,971	(58,601)
ING Thornburg Value Portfolio - Service Class	143,282	104,718	38,564	66,473	494,495	(428,022)
ING UBS U.S. Large Cap Equity Portfolio - Service Class	21,606	168,389	(146,783)	74,285	364,563	(290,278)
ING Van Kampen Comstock Portfolio - Service Class	3,595,157	4,209,288	(614,131)	4,752,673	5,122,227	(369,554)
ING Van Kampen Equity and Income Portfolio - Initial Class	114	18,612	(18,498)	4,321	66,669	(62,348)
ING Van Kampen Equity and Income Portfolio - Service Class	3,981,043	5,317,039	(1,335,996)	15,369,468	5,160,161	10,209,307

153

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio - Class S	15,260	16,067	(807)	22,249	15,008	7,241
ING Strategic Allocation Growth Portfolio - Class S	4,091	7,118	(3,027)	24,916	4,989	19,927
ING Strategic Allocation Moderate Portfolio - Class S	7,093	9,342	(2,249)	12,127	13,804	(1,677)
ING Variable Funds:
ING Growth and Income Portfolio - Class I	-	825	(825)	68	477	(409)
ING Growth and Income Portfolio - Class S	23,372,789	10,183,271	13,189,518	54,369,875	10,094,718	44,275,157
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 3	190,050	4,095,215	(3,905,165)	99,250	896,367	(797,117)
ING GET U.S. Core Portfolio - Series 4	134,449	2,779,623	(2,645,174)	132,927	737,417	(604,490)
ING GET U.S. Core Portfolio - Series 5	198,514	447,916	(249,402)	30,371	435,448	(405,077)
ING GET U.S. Core Portfolio - Series 6	239,766	657,347	(417,581)	15,244	432,401	(417,157)
ING GET U.S. Core Portfolio - Series 7	77,260	213,747	(136,487)	71,084	381,434	(310,350)
ING GET U.S. Core Portfolio - Series 8	63,228	245,460	(182,232)	58,893	230,012	(171,119)
ING GET U.S. Core Portfolio - Series 9	105,587	197,861	(92,274)	27,518	117,771	(90,253)
ING GET U.S. Core Portfolio - Series 10	38,405	128,397	(89,992)	93,484	153,870	(60,386)
ING GET U.S. Core Portfolio - Series 11	89,504	266,327	(176,823)	26,699	121,272	(94,573)
ING GET U.S. Core Portfolio - Series 12	13,991	60,972	(46,981)	3,294	91,027	(87,733)
ING GET U.S. Core Portfolio - Series 13	65,252	702,351	(637,099)	2,187,257	3,476,413	(1,289,156)
ING GET U.S. Core Portfolio - Series 14	3,726,075	6,619,304	(2,893,229)	574,041	1,850,938	(1,276,897)
ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology Opportunities Portfolio -
Class S	18,859,241	9,444,370	9,414,871	19,307,804	5,970,899	13,336,905
ING Dow Jones Euro STOXX 50 Index Portfolio - Class A	118,409	56,338	62,071	-	-	-
ING FTSE 100 Index Portfolio - Class A	74,851	1,197	73,654	-	-	-
ING Global Equity Option Portfolio - Class S	754,452	1,015,113	(260,661)	269,308	8,647	260,661
ING Hang Seng Index Portfolio - Class S	4,311,014	1,085,883	3,225,131	-	-	-
ING Index Plus LargeCap Portfolio - Class S	4,426,826	8,774,823	(4,347,997)	9,830,865	11,570,172	(1,739,307)
ING Index Plus MidCap Portfolio - Class S	634,350	2,600,153	(1,965,803)	3,015,661	6,163,391	(3,147,730)
ING Index Plus SmallCap Portfolio - Class S	515,644	1,832,868	(1,317,224)	2,437,053	5,151,198	(2,714,145)
ING International Index Portfolio - Class S	10,344,834	2,348,210	7,996,624	1,344,546	346,297	998,249

154

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Variable Portfolios, Inc. (continued):
ING Japan Equity Index Portfolio - Class A	67,500	34,583	32,917	-	-	-
ING Opportunistic Large Cap Growth Portfolio - Class S	2,112	47,356	(45,244)	24,035	24,639	(604)
ING Opportunistic Large Cap Portfolio - Class S	136,507	377,654	(241,147)	76,054	482,859	(406,805)
ING Russell™ Global Large Cap Index 75% Portfolio - Class S	1,658,272	275,337	1,382,935	559,291	224,391	334,900
ING Russell™ Large Cap Growth Index Portfolio - Class S	12,716,446	1,506,176	11,210,270	-	-	-
ING Russell™ Large Cap Index Portfolio - Class S	50,637,531	8,299,860	42,337,671	5,347,374	1,928,900	3,418,474
ING Russell™ Large Cap Value Index Portfolio - Class S	2,295,781	373,547	1,922,234	-	-	-
ING Russell™ Mid Cap Growth Index Portfolio - Class S	21,074,210	1,917,538	19,156,672	-	-	-
ING Russell™ Mid Cap Index Portfolio - Class S	10,832,295	4,403,603	6,428,692	4,727,979	1,024,428	3,703,551
ING Russell™ Small Cap Index Portfolio - Class S	11,286,060	8,153,924	3,132,136	14,797,236	4,654,693	10,142,543
ING Small Company Portfolio - Class S	8,312,508	6,042,586	2,269,922	8,414,905	2,700,247	5,714,658
ING U.S. Bond Index Portfolio - Class S	24,404,746	17,982,606	6,422,140	26,307,158	8,888,992	17,418,166
ING WisdomTree^SMGlobal High-Yielding Equity Index Portfolio -
Class S	13,523,895	9,941,585	3,582,310	29,686,496	5,744,115	23,942,381
ING Variable Products Trust:
ING International Value Portfolio - Class S	109,923	137,497	(27,574)	308,055	200,121	107,934
ING MidCap Opportunities Portfolio - Class S	7,188,087	8,677,440	(1,489,353)	39,227,782	7,465,272	31,762,510
ING SmallCap Opportunities Portfolio - Class S	158,120	1,125,021	(966,901)	576,329	2,931,439	(2,355,110)
Legg Mason Partners Variable Equity Trust:
Legg Mason ClearBridge Variable Investors Portfolio	105	1,481	(1,376)	438	5,875	(5,437)
Legg Mason Global Currents Variable International All Cap
Opportunity Portfolio	-	261	(261)	41	1,863	(1,822)
Legg Mason Partners Variable Income Trust:
Legg Mason Western Asset Variable High Income Portfolio	-	131	(131)	13	2,153	(2,140)
Legg Mason Western Asset Variable Money Market Portfolio	53	8	45	700	11,400	(10,700)
Oppenheimer Variable Account Funds:
Oppenheimer Main Street Small Cap Fund®/VA - Service Class	46,964	15,802	31,162	18,190	17,432	758
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class	452,739	248,669	204,070	787,873	264,788	523,085

155

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
Pioneer Variable Contracts Trust:
Pioneer Equity Income VCT Portfolio - Class II	282,017	288,418	(6,401)	424,102	242,777	181,325
Pioneer Small Cap Value VCT Portfolio - Class II	231,743	632,548	(400,805)	42,454	140,795	(98,341)
ProFunds:
ProFund VP Bull	26,235	270,575	(244,340)	241,994	947,511	(705,517)
ProFund VP Europe 30	34,631	291,508	(256,877)	50,496	485,032	(434,536)
ProFund VP Rising Rates Opportunity	204,523	681,580	(477,057)	248,601	1,391,333	(1,142,732)
Wells Fargo Funds Trust:
Wells Fargo Advantage Asset Allocation Fund	1,744	24,958	(23,214)	1,340	32,662	(31,322)
Wells Fargo Advantage C&B Large Cap Value Fund	152	5,143	(4,991)	298	9,273	(8,975)
Wells Fargo Advantage Equity Income Fund	702	5,759	(5,057)	2,424	13,327	(10,903)
Wells Fargo Advantage Large Company Growth Fund	274	32,595	(32,321)	4,152	48,046	(43,894)
Wells Fargo Advantage Money Market Fund	-	524	(524)	-	8,122	(8,122)
Wells Fargo Advantage Small Cap Growth Fund	-	11,460	(11,460)	372	9,704	(9,332)
Wells Fargo Advantage Total Return Bond Fund	4,490	8,688	(4,198)	2	26,260	(26,258)

156


ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

9.	Unit Summary

A summary of units outstanding at December 31, 2009 follows:


Division/Contract	Units	Unit Value	Extended Value
AIM V.I. Leisure Fund - Series I Shares
Contracts in accumulation period:
Band 4	4,124.980	$ 10.42	$ 42,982
Band 5	5,789.366	10.38	60,094
Band 6	229,345.290	10.30	2,362,256
Band 7	250,590.332	10.26	2,571,057
Band 8	54,185.644	10.18	551,610
Band 9	26,395.210	10.14	267,647
Band 10	229,699.037	10.10	2,319,960
Band 11	58,504.412	10.07	589,139
Band 12	100,598.486	10.03	1,009,003
Band 13	139,559.000	9.99	1,394,194
Band 14	274,471.955	9.91	2,720,017
Band 15	74,323.992	9.87	733,578
Band 16	1,680.836	9.79	16,455
Band 17	165,664.481	9.76	1,616,885
Band 18	1,350.500	9.72	13,127
Band 19	42,599.198	9.64	410,656
Band 20	204,073.458	9.95	2,030,531
Band 21	26,226.110	9.83	257,803
Band 26	15,493.764	10.67	165,318
Band 27	14,250.742	10.42	148,493
Band 28	393.102	10.30	4,049
Band 29	9,073.660	10.26	93,096
Band 30	8,100.892	10.02	81,171
Band 31	3,413.044	9.91	33,823
Band 34	413.824	9.43	3,902
Band 41	6,797.449	10.30	70,014
Band 42	1,780.435	10.17	18,107
Band 43	13,118.621	10.07	132,105
Band 45	1,928.006	8.80	16,966
Band 46	37,721.710	8.53	321,766
Band 47	8,135.266	8.46	68,824
	2,009,802.802		$ 20,124,628

157

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	13,640.002	$ 9.60	$ 130,944
Band 4	45,477.661	9.55	434,312
Band 5	17,484.891	9.55	166,981
Band 6	13,749,221.270	9.53	131,030,079
Band 7	3,478,112.769	9.52	33,111,634
Band 8	5,374,595.837	9.50	51,058,660
Band 9	326,433.438	9.50	3,101,118
Band 10	29,137,035.610	9.49	276,510,468
Band 11	3,117,544.491	9.48	29,554,322
Band 12	1,025,896.013	9.47	9,715,235
Band 13	6,969,528.887	9.46	65,931,743
Band 14	4,707,828.576	9.45	44,488,980
Band 15	8,786,490.784	9.44	82,944,473
Band 16	418,581.176	9.42	3,943,035
Band 17	5,407,653.258	9.41	50,886,017
Band 18	10,877.189	9.40	102,246
Band 19	112,665.445	9.39	1,057,929
Band 20	2,289,265.139	9.45	21,633,556
Band 21	392,083.090	9.43	3,697,344
Band 26	289,884.061	9.61	2,785,786
Band 27	66,363.812	9.55	633,774
Band 28	11,161.627	9.53	106,370
Band 29	68,052.818	9.52	647,863
Band 30	16,653.171	9.47	157,706
Band 31	24,267.644	9.44	229,087
Band 32	145.438	9.40	1,367
Band 38	300,980.094	9.60	2,889,409
Band 41	9,917.788	9.47	93,921
Band 42	3,335.017	9.44	31,483
Band 43	178,996.790	9.41	1,684,360
Band 45	619.478	9.33	5,780
Band 46	9,928,436.782	9.40	93,327,306
Band 47	1,786,545.429	9.37	16,739,931
Band 50	4,234.478	9.46	40,058
Band 55	27,022.562	9.50	256,714
Band 56	4,790,071.317	9.57	45,840,983
Band 57	47,696.838	9.48	452,166
Band 59	27,510.338	9.39	258,322
Band 60	1,055.524	9.50	10,027
	102,963,366.532		$ 975,691,489




158

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	659.599	$ 14.00	$ 9,234
Band 7	12,608.016	13.96	176,008
Band 8	3,320.294	13.86	46,019
Band 9	3,669.024	13.81	50,669
Band 11	1,042.997	13.72	14,310
Band 13	849.871	13.63	11,584
	22,149.801		$ 307,824
Columbia Federal Securities Fund, Variable Series -
Class A
Contracts in accumulation period:
Band 7	1,452.585	$ 11.98	$ 17,402
Band 13	387.945	11.70	4,539
	1,840.530		$ 21,941
Columbia Large Cap Growth Fund, Variable Series -
Class A
Contracts in accumulation period:
Band 6	1,048.978	$ 10.20	$ 10,700
Band 7	23,678.464	10.17	240,810
Band 9	1,661.493	10.10	16,781
Band 11	939.519	10.05	9,442
Band 13	3,508.307	10.00	35,083
Band 14	1,786.085	9.95	17,772
	32,622.846		$ 330,588
Columbia Small Cap Value Fund, Variable Series -
Class B
Contracts in accumulation period:
Band 2	1,646.554	$ 11.43	$ 18,820
Band 4	7,960.627	17.36	138,196
Band 5	7,656.833	17.30	132,463
Band 6	1,267,315.546	17.18	21,772,481
Band 7	862,022.572	17.12	14,757,826
Band 8	436,197.220	17.01	7,419,715
Band 9	41,699.564	16.95	706,808
Band 10	1,055,356.478	16.89	17,824,971
Band 11	381,206.880	16.84	6,419,524
Band 12	154,249.731	16.78	2,588,310
Band 13	421,323.331	16.72	7,044,526
Band 14	1,427,285.700	16.61	23,707,215
Band 15	427,907.663	16.55	7,081,872
Band 16	49,727.771	16.44	817,525
Band 17	954,873.810	16.38	15,640,833
Band 18	12,856.719	16.33	209,950
Band 19	58,445.497	16.22	947,986
Band 20	874,057.457	16.67	14,570,538
Band 21	68,437.015	16.50	1,129,211
Band 26	29,229.991	11.46	334,976

159

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	8,368.506	$ 11.30	$ 94,564
Band 28	3,248.996	11.21	36,421
Band 29	11,584.078	11.19	129,626
Band 30	3,262.203	11.03	35,982
Band 31	1,239.405	10.95	13,571
Band 41	1,221.188	11.03	13,470
Band 42	1,685.763	10.93	18,425
Band 43	6,728.767	10.85	73,007
Band 46	594,174.946	10.13	6,018,992
Band 47	39,738.759	10.05	399,375
	9,210,709.570		$ 150,097,179
Columbia Small Company Growth Fund, Variable
Series - Class A
Contracts in accumulation period:
Band 7	382.447	$ 14.90	$ 5,698
Band 8	1,251.967	14.80	18,529
Band 13	53.349	14.55	776
	1,687.763		$ 25,003
Fidelity® VIP Equity-Income Portfolio - Service Class 2
Contracts in accumulation period:
Band 2	1,742.693	$ 10.12	$ 17,636
Band 3	1,719.234	9.82	16,883
Band 4	121,118.325	9.90	1,199,071
Band 5	76,347.955	9.86	752,791
Band 6	2,618,208.065	9.78	25,606,075
Band 7	1,677,580.118	9.74	16,339,630
Band 8	908,523.674	9.65	8,767,253
Band 9	297,249.668	9.61	2,856,569
Band 10	2,015,555.815	9.57	19,288,869
Band 11	580,670.097	9.53	5,533,786
Band 12	465,583.194	9.49	4,418,385
Band 13	1,046,723.856	9.45	9,891,540
Band 14	2,181,206.791	9.37	20,437,908
Band 15	833,580.791	9.33	7,777,309
Band 16	113,496.630	9.25	1,049,844
Band 17	1,458,754.366	9.21	13,435,128
Band 18	30,702.395	9.17	281,541
Band 19	93,636.220	9.09	851,153
Band 20	1,195,771.005	9.41	11,252,205
Band 21	252,479.800	9.29	2,345,537
Band 25	8,031.519	10.21	82,002
Band 26	347,831.063	10.16	3,533,964
Band 27	158,548.416	9.90	1,569,629
Band 28	30,160.318	9.78	294,968
Band 29	232,219.610	9.73	2,259,497

160

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 30	88,922.847	$ 9.49	$ 843,878
Band 31	43,755.790	9.36	409,554
Band 32	1,420.047	9.13	12,965
Band 33	245.137	8.98	2,201
Band 34	929.429	8.86	8,235
Band 35	237,954.549	10.34	2,460,450
Band 36	25,217.234	10.16	256,207
Band 37	36,955.306	10.03	370,662
Band 38	653,883.192	11.70	7,650,433
Band 39	115,338.180	11.55	1,332,156
Band 40	40,596.365	11.44	464,422
Band 41	20,870.870	10.70	223,318
Band 42	20,408.453	10.57	215,717
Band 43	103,092.626	10.46	1,078,349
Band 44	422.380	9.16	3,869
Band 45	6,274.261	9.02	56,594
Band 46	769,770.052	8.66	6,666,209
Band 47	142,561.235	8.60	1,226,027
Band 51	675.903	8.17	5,522
Band 55	1,165.227	8.33	9,706
Band 56	16,501.299	7.72	127,390
	19,074,402.000		$ 183,283,037
Fidelity® VIP Contrafund® Portfolio - Service Class 2
Contracts in accumulation period:
Band 2	10,484.608	$ 11.70	$ 122,670
Band 4	356,882.784	13.92	4,967,808
Band 5	111,194.538	13.82	1,536,709
Band 6	10,400,918.370	11.48	119,402,543
Band 7	1,646,404.196	13.64	22,456,953
Band 8	5,391,514.512	11.40	61,463,265
Band 9	719,226.450	13.46	9,680,788
Band 10	13,426,001.920	11.76	157,889,783
Band 11	1,507,302.426	11.32	17,062,663
Band 12	358,683.538	11.29	4,049,537
Band 13	3,266,422.252	13.23	43,214,766
Band 14	4,756,314.637	11.21	53,318,287
Band 15	4,510,559.032	13.06	58,907,901
Band 16	463,650.872	11.13	5,160,434
Band 17	3,991,693.835	11.10	44,307,802
Band 18	12,825.307	11.07	141,976
Band 19	110,336.357	11.35	1,252,318
Band 20	1,489,027.167	11.62	17,302,496
Band 21	465,349.416	11.52	5,360,825
Band 26	825,559.005	14.23	11,747,705
Band 27	372,040.435	13.87	5,160,201

161

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 28	88,500.721	$ 13.70	$ 1,212,460
Band 29	464,909.402	13.64	6,341,364
Band 30	124,135.071	13.29	1,649,755
Band 31	63,550.399	13.12	833,781
Band 32	2,230.733	12.79	28,531
Band 34	4,069.662	12.42	50,545
Band 35	588,421.222	14.48	8,520,339
Band 36	135,869.817	14.24	1,934,786
Band 37	78,836.102	14.05	1,107,647
Band 38	2,759,642.441	14.91	41,146,269
Band 39	738,209.092	14.72	10,866,438
Band 40	263,838.934	14.57	3,844,133
Band 41	148,439.251	13.48	2,000,961
Band 42	39,514.683	13.31	525,940
Band 43	246,338.686	13.18	3,246,744
Band 44	13,785.011	11.52	158,803
Band 45	16,397.866	11.33	185,788
Band 46	4,781,163.738	11.05	52,831,859
Band 47	621,590.840	10.97	6,818,852
Band 50	34,382.580	9.46	325,259
Band 51	915.969	9.36	8,573
Band 52	12,437.587	9.58	119,152
Band 53	759.816	9.49	7,211
Band 54	2,996.785	9.39	28,140
Band 55	7,278.262	9.54	69,435
Band 56	909,339.199	7.97	7,247,433
Band 57	11,750.320	7.88	92,593
Band 58	1,093.013	7.84	8,569
Band 59	1,535.255	7.79	11,960
Band 60	5,572.257	7.90	44,021
	66,359,896.371		$ 795,774,771
Franklin Small Cap Value Securities Fund - Class 2
Contracts in accumulation period:
Band 35	57,030.427	$ 14.98	$ 854,316
Band 36	15,862.266	14.74	233,810
Band 37	7,079.073	14.56	103,071
Band 38	472,728.956	15.26	7,213,844
Band 39	224,142.898	15.07	3,377,833
Band 40	22,337.169	14.92	333,271
	799,180.789		$ 12,116,145

162

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Balanced Portfolio - Class S
Contracts in accumulation period:
Band 4	2,094.837	$ 9.08	$ 19,021
Band 7	10,708.114	9.01	96,480
Band 9	55,221.641	8.96	494,786
Band 10	14,824.595	8.94	132,532
Band 13	7,980.732	8.89	70,949
Band 15	14,135.106	8.84	124,954
Band 20	682.746	8.87	6,056
Band 21	22,029.466	8.82	194,300
Band 26	37,425.948	9.18	343,570
Band 27	15,655.105	9.07	141,992
Band 28	3,325.758	9.02	29,998
Band 29	36,548.413	9.01	329,301
Band 30	4,423.591	8.91	39,414
Band 31	22,495.032	8.86	199,306
Band 32	2,275.439	8.76	19,933
Band 35	52,052.155	12.11	630,352
Band 36	6,872.900	11.94	82,062
Band 37	14,740.559	11.82	174,233
Band 38	233,545.182	11.62	2,713,795
Band 39	55,087.759	11.47	631,857
Band 40	21,339.577	11.36	242,418
Band 41	9,428.339	8.91	84,007
Band 42	2,047.347	8.84	18,099
Band 43	9,137.894	8.79	80,322
	654,078.235		$ 6,899,737
ING Intermediate Bond Portfolio - Class S
Contracts in accumulation period:
Band 1	7,533.924	$ 12.86	$ 96,886
Band 2	52,475.775	12.66	664,343
Band 3	333.063	12.32	4,103
Band 4	399,907.951	12.42	4,966,857
Band 5	79,143.403	12.37	979,004
Band 6	15,212,968.170	12.28	186,815,249
Band 7	2,778,229.522	12.23	33,977,747
Band 8	7,582,619.778	12.13	91,977,178
Band 9	1,335,700.232	12.09	16,148,616
Band 10	20,618,725.800	12.04	248,249,459
Band 11	2,465,569.624	11.99	29,562,180
Band 12	557,195.972	11.95	6,658,492
Band 13	6,442,678.070	11.90	76,667,869
Band 14	7,847,636.522	11.81	92,680,587
Band 15	6,451,426.350	11.76	75,868,774
Band 16	869,777.018	11.67	10,150,298
Band 17	5,774,425.492	11.62	67,098,824
Band 18	65,315.132	11.58	756,349

163

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Intermediate Bond Portfolio - Class S (continued)
Band 19	136,124.935	$ 11.49	$ 1,564,076
Band 20	2,071,861.475	11.85	24,551,558
Band 21	327,586.966	11.72	3,839,319
Band 25	19,229.498	12.76	245,368
Band 26	2,146,877.431	10.87	23,336,558
Band 27	904,121.984	10.72	9,692,188
Band 28	453,014.519	10.64	4,820,074
Band 29	2,760,199.676	10.62	29,313,321
Band 30	1,341,152.830	10.47	14,041,870
Band 31	752,666.070	10.39	7,820,200
Band 32	49,681.174	10.25	509,232
Band 33	4,211.626	10.15	42,748
Band 34	35,913.360	10.08	362,007
Band 35	398,903.133	12.91	5,149,839
Band 36	90,165.603	12.71	1,146,005
Band 37	24,096.056	12.57	302,887
Band 38	4,474,847.587	11.70	52,355,717
Band 39	1,094,538.471	11.55	12,641,919
Band 40	381,536.380	11.44	4,364,776
Band 41	28,435.143	10.47	297,716
Band 42	46,084.999	10.37	477,901
Band 43	234,449.562	10.30	2,414,830
Band 44	8,234.838	10.12	83,337
Band 45	16,496.708	10.05	165,792
Band 46	7,298,104.098	10.26	74,878,548
Band 47	842,268.449	10.18	8,574,293
Band 49	146,048.112	9.96	1,454,639
Band 50	28,236.642	10.58	298,744
Band 51	25,834.890	10.47	270,491
Band 52	7,950.524	10.71	85,150
Band 53	3,666.089	10.62	38,934
Band 54	12,806.547	10.50	134,469
Band 55	65,616.283	10.68	700,782
Band 56	1,215,549.610	9.82	11,936,697
Band 57	14,377.393	9.71	139,604
Band 58	969.310	9.66	9,364
Band 59	5,113.245	9.60	49,087
Band 60	900.498	9.73	8,762
Band 64	2,426.677	9.91	24,048
	106,011,960.189		$ 1,241,465,665




164

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
Contracts in accumulation period:
Band 2	8,194.095	$ 8.81	$ 72,190
Band 4	53,965.506	8.77	473,277
Band 5	20,041.750	8.76	175,566
Band 6	6,199,814.866	8.75	54,248,380
Band 7	598,000.015	8.74	5,226,520
Band 8	1,982,773.420	8.72	17,289,784
Band 9	50,079.428	8.72	436,693
Band 10	11,176,781.050	8.71	97,349,763
Band 11	1,992,965.206	8.70	17,338,797
Band 12	97,544.444	8.69	847,661
Band 13	1,225,464.534	8.69	10,649,287
Band 14	946,477.885	8.67	8,205,963
Band 15	3,982,647.711	8.66	34,489,729
Band 16	141,917.806	8.65	1,227,589
Band 17	1,173,463.882	8.64	10,138,728
Band 18	2,550.716	8.63	22,013
Band 19	3,512.839	8.62	30,281
Band 20	788,151.688	8.68	6,841,157
Band 21	50,407.703	8.66	436,531
Band 26	44,294.002	8.81	390,230
Band 27	16,280.119	8.77	142,777
Band 28	28,820.705	8.75	252,181
Band 29	14,507.852	8.74	126,799
Band 30	35,228.871	8.69	306,139
Band 31	1,018.580	8.67	8,831
Band 32	163.538	8.63	1,411
Band 38	20,247.047	8.81	178,376
Band 41	628.871	8.69	5,465
Band 42	20,302.108	8.67	176,019
Band 43	42,215.949	8.64	364,746
Band 46	1,883,524.446	8.63	16,254,816
Band 47	158,253.107	8.60	1,360,977
Band 56	2,328,951.641	8.78	20,448,195
Band 57	51,476.289	8.70	447,844
Band 59	13,389.961	8.62	115,421
Band 60	17,723.405	8.72	154,548
	35,171,781.035		$ 306,234,684

165

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
Contracts in accumulation period:
Band 2	32,208.850	$ 10.03	$ 323,055
Band 4	109,979.528	9.81	1,078,899
Band 5	23,162.382	9.98	231,161
Band 6	7,895,771.517	9.78	77,220,645
Band 7	1,319,855.128	9.78	12,908,183
Band 8	3,000,414.100	9.76	29,284,042
Band 9	248,929.896	9.75	2,427,066
Band 10	11,050,736.900	9.74	107,634,177
Band 11	1,930,945.098	9.73	18,788,096
Band 12	349,941.457	9.72	3,401,431
Band 13	3,127,658.522	9.71	30,369,564
Band 14	2,868,327.044	9.69	27,794,089
Band 15	4,129,209.303	9.68	39,970,746
Band 16	289,640.308	9.66	2,797,925
Band 17	2,896,681.195	9.65	27,952,974
Band 18	21,277.430	9.64	205,114
Band 19	89,045.104	9.62	856,614
Band 20	1,264,544.986	9.70	12,266,086
Band 21	128,703.953	9.67	1,244,567
Band 26	163,349.529	10.04	1,640,029
Band 27	76,504.455	9.99	764,280
Band 28	24,774.455	9.96	246,754
Band 29	135,711.586	9.95	1,350,330
Band 30	42,423.519	9.90	419,993
Band 31	56,478.585	9.87	557,444
Band 35	126,735.535	9.91	1,255,949
Band 36	29,743.480	9.87	293,568
Band 37	22,000.326	9.84	216,483
Band 38	2,042,635.712	9.86	20,140,388
Band 39	433,746.375	9.82	4,259,389
Band 40	299,235.629	9.79	2,929,517
Band 41	46,417.839	9.90	459,537
Band 42	13,604.654	9.86	134,142
Band 43	100,579.364	9.84	989,701
Band 44	2,394.182	9.78	23,415
Band 45	400.786	9.75	3,908
Band 46	3,161,347.873	9.63	30,443,780
Band 47	470,087.608	9.60	4,512,841
Band 55	11,005.931	9.76	107,418
Band 56	1,625,553.311	9.83	15,979,189
Band 57	59,391.481	9.73	577,879
Band 59	11,284.146	9.62	108,553
Band 60	15,007.293	9.75	146,321
Band 61	2,488.761	9.70	24,141
Band 64	8,364.620	9.86	82,475
	49,758,299.736		$ 484,421,858

166

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
Contracts in accumulation period:
Band 2	78,303.206	$ 12.44	$ 974,092
Band 4	968,967.736	12.25	11,869,855
Band 5	206,631.945	12.21	2,522,976
Band 6	27,401,456.200	12.13	332,379,664
Band 7	8,776,818.611	12.09	106,111,737
Band 8	12,826,807.200	12.01	154,049,954
Band 9	2,203,135.752	11.97	26,371,535
Band 10	30,569,313.540	11.93	364,691,911
Band 11	5,351,232.399	11.90	63,679,666
Band 12	1,261,995.926	11.86	14,967,272
Band 13	8,430,744.013	11.82	99,651,394
Band 14	15,045,553.010	11.74	176,634,792
Band 15	14,066,483.690	11.71	164,718,524
Band 16	784,691.199	11.63	9,125,959
Band 17	15,290,861.160	11.59	177,221,081
Band 18	49,132.782	11.55	567,484
Band 19	608,282.247	11.48	6,983,080
Band 20	8,525,477.587	11.78	100,430,126
Band 21	1,085,074.841	11.67	12,662,823
Band 26	1,164,673.201	12.48	14,535,122
Band 27	433,960.500	12.24	5,311,677
Band 28	249,483.264	12.13	3,026,232
Band 29	758,609.734	12.09	9,171,592
Band 30	218,528.861	11.86	2,591,752
Band 31	156,770.989	11.74	1,840,491
Band 32	3,105.569	11.52	35,776
Band 33	248.210	11.38	2,825
Band 34	11,398.998	11.27	128,467
Band 35	271,616.772	9.74	2,645,547
Band 36	32,303.509	9.65	311,729
Band 37	42,713.490	12.36	527,939
Band 38	3,677,631.199	9.63	35,415,588
Band 39	818,771.628	9.55	7,819,269
Band 40	349,352.255	9.48	3,311,859
Band 41	269,783.790	11.86	3,199,636
Band 42	135,643.916	11.71	1,588,390
Band 43	602,943.403	11.60	6,994,143
Band 44	32,108.180	10.40	333,925
Band 45	37,927.146	10.21	387,236
Band 46	13,304,969.510	10.03	133,448,844
Band 47	1,314,228.255	9.95	13,076,571
Band 50	52,753.843	9.00	474,785
Band 51	73,286.245	8.91	652,980
Band 52	6,848.169	9.11	62,387
Band 53	4,088.850	9.03	36,922
Band 54	9,230.598	8.94	82,522

167

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 55	47,029.591	$ 9.08	$ 427,029
Band 56	3,897,665.899	7.93	30,908,491
Band 57	34,017.906	7.84	266,700
Band 59	31,969.791	7.75	247,766
Band 60	15,517.416	7.86	121,967
Band 61	3,829.679	7.82	29,948
Band 62	5,246.655	7.77	40,767
Band 64	6,020.773	8.01	48,226
	181,605,240.838		$ 2,104,719,025
ING American Funds Growth-Income Portfolio
Contracts in accumulation period:
Band 2	62,314.182	$ 11.58	$ 721,598
Band 4	1,074,577.075	11.39	12,239,433
Band 5	74,886.607	11.36	850,712
Band 6	19,309,994.340	11.28	217,816,736
Band 7	5,872,468.315	11.25	66,065,269
Band 8	8,129,943.517	11.18	90,892,769
Band 9	2,261,457.605	11.14	25,192,638
Band 10	20,239,154.270	11.10	224,654,612
Band 11	3,936,981.894	11.07	43,582,390
Band 12	728,947.005	11.03	8,040,285
Band 13	5,913,595.103	11.00	65,049,546
Band 14	10,444,451.960	10.93	114,157,860
Band 15	9,904,615.945	10.89	107,861,268
Band 16	554,259.562	10.82	5,997,088
Band 17	11,159,280.950	10.79	120,408,641
Band 18	21,185.038	10.75	227,739
Band 19	498,700.898	10.68	5,326,126
Band 20	5,386,838.369	10.96	59,039,749
Band 21	1,118,772.593	10.86	12,149,870
Band 26	933,503.990	11.61	10,837,981
Band 27	486,417.786	11.39	5,540,299
Band 28	169,396.061	11.28	1,910,788
Band 29	731,200.628	11.25	8,226,007
Band 30	247,027.110	11.03	2,724,709
Band 31	123,513.097	10.92	1,348,763
Band 32	8,790.385	10.72	94,233
Band 33	1,910.992	10.58	20,218
Band 34	30,203.093	10.48	316,528
Band 35	151,579.736	9.50	1,440,007
Band 36	35,317.795	9.41	332,340
Band 37	44,979.016	11.50	517,259
Band 38	2,272,170.902	9.39	21,335,685
Band 39	296,599.726	9.31	2,761,343
Band 40	257,469.489	9.25	2,381,593
Band 41	167,627.569	11.04	1,850,608
Band 42	109,195.742	10.90	1,190,234

168

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 43	479,717.118	$ 10.79	$ 5,176,148
Band 44	26,556.837	9.61	255,211
Band 45	42,276.592	9.45	399,514
Band 46	9,199,888.130	9.20	84,638,971
Band 47	1,039,067.499	9.13	9,486,686
Band 50	20,643.844	8.92	184,143
Band 51	491,931.430	8.82	4,338,835
Band 52	2,612.520	9.03	23,591
Band 53	7,897.097	8.95	70,679
Band 54	9,871.693	8.85	87,364
Band 55	30,590.871	9.00	275,318
Band 56	3,387,399.864	8.30	28,115,419
Band 57	13,437.622	8.21	110,323
Band 59	10,618.033	8.12	86,218
Band 60	21,826.543	8.22	179,414
Band 61	3,878.451	8.18	31,726
	127,547,542.489		$ 1,376,562,484
ING American Funds International Portfolio
Contracts in accumulation period:
Band 2	78,410.554	$ 18.19	$ 1,426,288
Band 4	367,385.622	17.90	6,576,203
Band 5	117,256.945	17.84	2,091,864
Band 6	11,391,843.520	17.73	201,977,386
Band 7	3,911,755.101	17.67	69,120,713
Band 8	6,070,334.325	17.56	106,595,071
Band 9	1,079,770.199	17.50	18,895,978
Band 10	14,447,524.990	17.45	252,109,311
Band 11	2,578,720.520	17.39	44,843,950
Band 12	660,048.678	17.33	11,438,644
Band 13	4,416,575.167	17.28	76,318,419
Band 14	7,033,120.604	17.17	120,758,681
Band 15	5,469,637.898	17.11	93,585,504
Band 16	521,455.266	17.00	8,864,740
Band 17	6,471,120.796	16.95	109,685,497
Band 18	24,238.345	16.89	409,386
Band 19	259,449.244	16.78	4,353,558
Band 20	2,933,888.958	17.22	50,521,568
Band 21	546,256.688	17.06	9,319,139
Band 26	629,054.478	18.25	11,480,244
Band 27	350,307.812	17.90	6,270,510
Band 28	76,633.578	17.73	1,358,713
Band 29	394,385.154	17.67	6,968,786
Band 30	98,220.618	17.33	1,702,163
Band 31	87,803.580	17.16	1,506,709
Band 32	847.428	16.85	14,279
Band 33	190.127	16.63	3,162

169

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 34	11,227.423	$ 16.47	$ 184,916
Band 35	266,549.546	12.37	3,297,218
Band 36	48,417.588	12.26	593,600
Band 37	10,871.622	18.07	196,450
Band 38	2,576,115.986	12.23	31,505,899
Band 39	457,180.216	12.13	5,545,596
Band 40	188,288.682	12.04	2,266,996
Band 41	62,636.599	17.34	1,086,119
Band 42	32,879.179	17.12	562,892
Band 43	255,480.967	16.96	4,332,957
Band 44	8,053.446	13.96	112,426
Band 45	21,833.469	13.69	298,900
Band 46	6,614,845.331	12.98	85,860,692
Band 47	659,462.804	12.88	8,493,881
Band 50	19,681.180	10.70	210,589
Band 51	464,772.066	10.59	4,921,936
Band 52	7,235.395	10.84	78,432
Band 53	1,939.120	10.74	20,826
Band 54	9,873.319	10.63	104,953
Band 55	21,985.640	10.80	237,445
Band 56	2,295,977.793	8.17	18,758,139
Band 57	37,550.068	8.08	303,405
Band 58	1,105.918	8.04	8,892
Band 59	10,263.585	8.00	82,109
Band 60	11,992.602	8.10	97,140
Band 61	2,680.672	8.06	21,606
Band 62	4,939.763	8.01	39,568
Band 64	4,931.064	8.44	41,618
	84,125,007.238		$ 1,387,461,666
ING American Funds World Allocation Portfolio -
Service Class
Contracts in accumulation period:
Band 4	13,501.284	$ 12.09	$ 163,231
Band 5	2,545.505	13.10	33,346
Band 6	1,804,006.800	12.07	21,774,362
Band 7	162,368.771	12.06	1,958,167
Band 8	494,295.444	12.04	5,951,317
Band 9	13,525.087	12.03	162,707
Band 10	1,950,102.654	12.03	23,459,735
Band 11	524,450.986	12.02	6,303,901
Band 12	14,724.280	12.01	176,839
Band 13	691,774.247	12.00	8,301,291
Band 14	392,643.766	11.99	4,707,799
Band 15	899,346.926	11.98	10,774,176
Band 16	52,043.865	11.96	622,445
Band 17	393,693.393	11.95	4,704,636

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 World Allocation Portfolio -
Service Class (continued)
Band 18	226.167	$ 11.95	$ 2,703
Band 19	4,144.172	11.93	49,440
Band 20	159,355.580	11.99	1,910,673
Band 21	10,543.330	11.97	126,204
Band 26	4,071.053	13.13	53,453
Band 27	2,677.796	13.11	35,106
Band 28	741.089	13.09	9,701
Band 29	5,397.232	13.09	70,650
Band 30	1,711.683	13.06	22,355
Band 31	553.033	13.04	7,212
Band 38	10,348.879	12.13	125,532
Band 41	848.835	13.06	11,086
Band 43	11,467.023	13.02	149,301
Band 46	611,671.338	11.94	7,303,356
Band 47	32,415.880	11.91	386,073
Band 51	7,534.623	11.95	90,039
Band 56	200,169.507	12.11	2,424,053
Band 57	4,622.117	12.02	55,558
Band 59	10,062.647	11.93	120,047
Band 64	3,548.381	11.97	42,474
	8,491,133.373		$ 102,088,968
ING Artio Foreign Portfolio - Service Class
Contracts in accumulation period:
Band 1	2,104.919	$ 14.21	$ 29,911
Band 2	9,483.781	13.99	132,678
Band 3	873.940	13.61	11,894
Band 4	146,505.754	13.72	2,010,059
Band 5	101,112.375	13.67	1,382,206
Band 6	6,242,428.373	13.56	84,647,329
Band 7	2,773,053.948	13.51	37,463,959
Band 8	3,049,772.698	13.40	40,866,954
Band 9	531,285.176	13.35	7,092,657
Band 10	8,539,377.699	13.30	113,573,723
Band 11	2,232,092.374	13.25	29,575,224
Band 12	437,339.465	13.20	5,772,881
Band 13	2,920,146.739	13.15	38,399,930
Band 14	5,076,644.303	13.04	66,199,442
Band 15	2,895,638.055	12.99	37,614,338
Band 16	273,486.718	12.89	3,525,244
Band 17	3,641,944.721	12.84	46,762,570
Band 18	101,482.798	12.79	1,297,965
Band 19	189,948.488	12.69	2,410,446
Band 20	1,634,200.565	13.09	21,391,685
Band 21	332,440.247	12.94	4,301,777
Band 25	56,326.701	14.10	794,206

171

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Artio Foreign Portfolio - Service Class (continued)
Band 26	295,436.816	$ 14.04	$ 4,147,933
Band 27	79,752.228	13.72	1,094,201
Band 28	74,033.223	13.56	1,003,891
Band 29	210,108.988	13.51	2,838,572
Band 30	41,541.025	13.19	547,926
Band 31	31,711.203	13.04	413,514
Band 32	2,061.624	12.75	26,286
Band 34	1,123.267	12.41	13,940
Band 38	330,495.467	9.35	3,090,133
Band 41	50,725.608	14.60	740,594
Band 42	14,810.953	14.42	213,574
Band 43	88,332.715	14.28	1,261,391
Band 44	921.503	12.04	11,095
Band 45	41,301.382	11.80	487,356
Band 46	2,813,068.021	11.02	31,000,010
Band 47	426,275.111	10.94	4,663,450
Band 50	28,561.793	9.12	260,484
Band 51	13,111.874	9.02	118,269
Band 52	6,801.208	9.23	62,775
Band 53	2,268.817	9.15	20,760
Band 54	10,353.865	9.06	93,806
Band 55	4,514.162	9.20	41,530
Band 56	612,474.751	6.80	4,164,828
Band 57	19,363.300	6.73	130,315
Band 59	5,252.450	6.65	34,929
Band 60	1,004.878	6.74	6,773
	46,393,096.069		$ 601,745,413
ING Artio Foreign Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	619,752.517	$ 15.91	$ 9,860,263
Band 7	13,027.644	15.85	206,488
Band 10	439,935.582	15.61	6,867,394
Band 11	6,968.390	15.55	108,358
Band 12	146,580.129	15.50	2,271,992
Band 13	5,342.756	11.16	59,625
Band 14	129,987.181	12.18	1,583,244
Band 15	424,326.367	12.14	5,151,322
Band 17	180,657.293	12.03	2,173,307
Band 20	850,171.790	15.38	13,075,642
Band 46	492,728.151	10.93	5,385,519
	3,309,477.800		$ 46,743,154

172

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING BlackRock Inflation Protected Bond Portfolio -
Service Class
Contracts in accumulation period:
Band 4	37,847.196	$ 10.60	$ 401,180
Band 5	1,512.391	10.59	16,016
Band 6	2,184,296.945	10.59	23,131,705
Band 7	908,377.372	10.58	9,610,633
Band 8	851,377.102	10.57	8,999,056
Band 9	79,940.401	10.57	844,970
Band 10	3,586,830.467	10.57	37,912,798
Band 11	574,297.904	10.56	6,064,586
Band 12	99,495.411	10.56	1,050,672
Band 13	1,262,402.977	10.55	13,318,351
Band 14	1,297,738.102	10.55	13,691,137
Band 15	736,562.938	10.54	7,763,373
Band 16	86,133.899	10.54	907,851
Band 17	1,053,092.637	10.53	11,089,065
Band 18	1,126.371	10.53	11,861
Band 19	31,823.485	10.52	334,783
Band 20	241,704.868	10.55	2,549,986
Band 21	52,088.656	10.54	549,014
Band 26	160,538.168	10.62	1,704,915
Band 27	49,698.525	10.60	526,804
Band 28	16,844.990	10.59	178,388
Band 29	168,892.329	10.58	1,786,881
Band 30	29,653.044	10.56	313,136
Band 31	13,287.775	10.55	140,186
Band 35	14,950.575	10.64	159,074
Band 36	5,960.611	10.62	63,302
Band 38	289,877.179	10.62	3,078,496
Band 39	55,441.331	10.60	587,678
Band 40	53,422.906	10.59	565,749
Band 41	42,623.573	10.56	450,105
Band 42	1,620.041	10.54	17,075
Band 43	29,397.154	10.53	309,552
Band 44	2,153.343	10.50	22,610
Band 45	861.732	10.49	9,040
Band 46	678,584.597	10.52	7,138,710
Band 47	163,423.361	10.51	1,717,580
Band 56	217,842.543	10.61	2,311,309
Band 57	3,679.796	10.56	38,859
Band 59	675.299	10.52	7,104
Band 60	3,682.622	10.57	38,925
	15,089,760.616		$ 159,412,515
ING BlackRock Large Cap Growth Portfolio -
Institutional Class
Contracts in accumulation period:
Band 35	12,232.888	$ 7.71	$ 94,316
Band 38	5,748.162	7.66	44,031
Band 40	1,293.652	7.58	9,806
	19,274.702		$ 148,153

173

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
Contracts in accumulation period:
Band 2	7,244.330	$ 10.52	$ 76,210
Band 3	2,721.751	10.24	27,871
Band 4	47,131.453	10.32	486,397
Band 5	84,489.013	10.28	868,547
Band 6	1,425,010.107	10.20	14,535,103
Band 7	1,018,507.655	10.16	10,348,038
Band 8	619,758.231	10.08	6,247,163
Band 9	117,075.982	10.04	1,175,443
Band 10	1,835,417.482	10.00	18,354,175
Band 11	614,329.431	9.96	6,118,721
Band 12	351,370.927	9.93	3,489,113
Band 13	798,930.070	9.89	7,901,418
Band 14	1,733,826.277	9.81	17,008,836
Band 15	1,007,156.357	9.77	9,839,918
Band 16	50,958.114	9.70	494,294
Band 17	896,219.605	9.66	8,657,481
Band 18	20,927.644	9.62	201,324
Band 19	50,984.219	9.54	486,389
Band 20	878,276.975	9.85	8,651,028
Band 21	80,891.047	9.73	787,070
Band 25	3,896.048	10.60	41,298
Band 26	107,232.165	10.19	1,092,696
Band 27	73,678.663	10.05	740,471
Band 28	23,685.912	9.97	236,149
Band 29	31,648.349	9.95	314,901
Band 30	16,617.633	9.81	163,019
Band 31	17,922.485	9.74	174,565
Band 32	41.116	9.60	395
Band 35	6,582.120	8.60	56,606
Band 36	5,196.095	8.54	44,375
Band 37	11,290.702	8.50	95,971
Band 38	129,476.104	9.08	1,175,643
Band 39	13,483.761	8.48	114,342
Band 40	14,360.070	8.43	121,055
Band 41	14,742.283	9.81	144,622
Band 42	150.093	9.72	1,459
Band 43	19,565.120	9.65	188,803
Band 45	1,154.115	9.42	10,872
Band 46	878,402.114	9.04	7,940,755
Band 47	82,746.835	8.97	742,239
Band 50	2,206.252	8.89	19,614
Band 51	676.155	8.79	5,943
Band 52	982.861	9.00	8,846
Band 55	7,238.336	8.97	64,928
Band 56	108,069.604	8.30	896,978
Band 57	3,748.724	8.21	30,777
Band 60	448.276	8.23	3,689
	13,216,468.661		$ 130,185,550

174

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
Contracts in accumulation period:
Band 2	1,917.508	$ 10.68	$ 20,479
Band 3	305.631	10.39	3,176
Band 4	26,917.106	10.47	281,822
Band 5	2,762.062	10.43	28,808
Band 6	262,028.050	10.35	2,711,990
Band 7	227,674.067	10.31	2,347,320
Band 8	166,720.728	10.23	1,705,553
Band 9	26,155.422	10.19	266,524
Band 10	253,206.410	10.15	2,570,045
Band 11	138,263.255	10.11	1,397,842
Band 12	49,533.748	10.08	499,300
Band 13	149,178.317	10.04	1,497,750
Band 14	363,284.054	9.96	3,618,309
Band 15	120,583.412	9.92	1,196,187
Band 16	7,987.206	9.84	78,594
Band 17	264,540.006	9.80	2,592,492
Band 18	8,659.884	9.76	84,520
Band 19	43,186.531	9.69	418,477
Band 20	166,242.120	10.00	1,662,421
Band 21	8,893.157	9.88	87,864
Band 25	1,510.881	10.76	16,257
Band 26	8,844.335	9.56	84,552
Band 27	4,890.767	9.43	46,120
Band 28	300.403	9.36	2,812
Band 29	9,051.853	9.34	84,544
Band 30	8,504.857	9.21	78,330
Band 31	2,882.488	9.14	26,346
Band 43	21,531.586	9.06	195,076
Band 46	148,109.601	8.54	1,264,856
Band 47	34,983.458	8.48	296,660
Band 50	2,205.401	8.11	17,886
Band 51	1,627.372	8.02	13,052
	2,532,481.676		$ 25,195,964
ING BlackRock Large Cap Value Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	21,142.792	$ 12.45	$ 263,228
Band 10	46,584.122	12.22	569,258
Band 11	735.928	12.18	8,964
Band 12	16,020.599	12.13	194,330
Band 13	1,098.671	8.65	9,504
Band 14	5,668.835	8.95	50,736
Band 15	32,432.119	8.92	289,295
Band 17	3,881.950	8.84	34,316
Band 20	49,095.951	12.04	591,115
Band 46	21,012.531	8.48	178,186
	197,673.498		$ 2,188,932

175

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Clarion Global Real Estate Portfolio - Service
Class
Contracts in accumulation period:
Band 2	999.424	$ 9.63	$ 9,624
Band 3	962.212	9.50	9,141
Band 4	89,612.154	9.54	854,900
Band 5	18,589.138	9.52	176,969
Band 6	2,241,686.327	9.49	21,273,603
Band 7	503,511.857	9.47	4,768,257
Band 8	1,244,388.928	9.43	11,734,588
Band 9	100,391.268	9.42	945,686
Band 10	3,360,507.586	9.40	31,588,771
Band 11	401,761.929	9.38	3,768,527
Band 12	63,073.182	9.36	590,365
Band 13	777,698.803	9.35	7,271,484
Band 14	1,044,015.161	9.31	9,719,781
Band 15	1,272,192.740	9.29	11,818,671
Band 16	101,956.135	9.26	944,114
Band 17	1,344,556.432	9.24	12,423,701
Band 18	1,866.318	9.22	17,207
Band 19	40,626.655	9.19	373,359
Band 20	350,244.044	9.33	3,267,777
Band 21	49,024.357	9.28	454,946
Band 26	74,367.294	9.65	717,644
Band 27	13,467.316	9.54	128,478
Band 28	7,874.440	9.49	74,728
Band 29	25,116.026	9.47	237,849
Band 30	7,623.488	9.36	71,356
Band 31	2,911.114	9.31	27,102
Band 32	68.486	9.21	631
Band 35	142,597.502	7.57	1,079,463
Band 36	16,546.607	7.54	124,761
Band 37	3,467.060	7.52	26,072
Band 38	982,595.886	9.12	8,961,274
Band 39	349,852.746	7.51	2,627,394
Band 40	73,249.115	7.49	548,636
Band 41	15,286.242	9.37	143,232
Band 42	5,229.103	9.30	48,631
Band 43	36,833.876	9.24	340,345
Band 44	391.510	9.12	3,571
Band 45	4,166.671	9.07	37,792
Band 46	1,125,920.959	9.21	10,369,732
Band 47	99,965.828	9.16	915,687
Band 50	2,472.017	8.91	22,026
Band 51	7,087.951	8.82	62,516
Band 52	2,605.335	9.02	23,500
Band 53	1,606.970	8.94	14,366
Band 54	1,327.810	8.85	11,751
Band 55	24,436.805	8.99	219,687

176

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Clarion Global Real Estate Portfolio - Service
Class (continued)
Band 56	238,945.274	$ 8.27	$ 1,976,077
Band 57	27,443.974	8.18	224,492
Band 60	401.926	8.20	3,296
	16,301,523.981		$ 151,053,560
ING Clarion Global Real Estate Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	49,678.504	$ 9.44	$ 468,965
Band 8	889.174	9.38	8,340
Band 10	52,247.602	9.35	488,515
Band 12	4,383.055	9.31	40,806
Band 13	1,691.200	9.30	15,728
Band 14	25,010.364	9.26	231,596
Band 15	24,133.248	9.24	222,991
Band 17	7,261.613	9.19	66,734
Band 20	53,511.232	9.28	496,584
Band 46	28,206.302	9.16	258,370
	247,012.294		$ 2,298,629
ING Clarion Real Estate Portfolio - Service Class
Currently payable annuity contracts:	197.673	$ 57.91	$ 11,447
Contracts in accumulation period:
Band 1	3,609.410	60.40	218,008
Band 2	56,054.515	57.91	3,246,117
Band 3	478.810	53.76	25,741
Band 4	42,204.929	55.00	2,321,271
Band 5	27,791.493	54.36	1,510,746
Band 6	801,789.871	53.29	42,727,382
Band 7	598,470.168	52.66	31,515,439
Band 8	497,923.779	51.63	25,707,805
Band 9	77,637.153	51.01	3,960,271
Band 10	613,664.318	50.47	30,971,638
Band 11	321,061.108	49.93	16,030,581
Band 12	127,888.791	49.40	6,317,706
Band 13	477,698.357	48.88	23,349,896
Band 14	721,159.936	47.85	34,507,503
Band 15	343,912.178	47.34	16,280,803
Band 16	38,670.759	46.35	1,792,390
Band 17	600,578.876	45.85	27,536,541
Band 18	14,578.465	45.36	661,279
Band 19	44,233.471	44.40	1,963,966
Band 20	303,244.176	48.37	14,667,921
Band 21	39,939.214	46.84	1,870,753
Band 24	73.326	64.36	4,719
Band 25	7,831.104	59.16	463,288
Band 26	117,505.880	14.69	1,726,161
Band 27	36,282.871	14.44	523,925
Band 28	10,939.227	14.31	156,540
Band 29	47,214.245	14.27	673,747

177

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Clarion Real Estate Portfolio - Service Class
(continued)
Band 30	17,397.768	$ 14.03	$ 244,091
Band 31	8,509.202	13.91	118,363
Band 33	1,495.482	13.52	20,219
Band 34	44.537	13.40	597
Band 38	55,831.882	8.20	457,821
Band 41	31,159.882	14.03	437,173
Band 42	14,829.676	13.87	205,688
Band 43	62,195.830	13.75	855,193
Band 44	3,917.622	13.47	52,770
Band 45	11,841.476	13.16	155,834
Band 46	1,235,668.961	10.08	12,455,543
Band 47	134,736.523	10.01	1,348,713
Band 50	1,732.136	8.03	13,909
Band 51	374.270	7.94	2,972
Band 53	763.747	8.06	6,156
Band 55	6,454.432	8.10	52,281
Band 56	12,025.061	9.06	108,947
Band 59	339.931	8.86	3,012
Band 60	1,113.149	8.98	9,996
	7,573,065.670		$ 307,292,862
ING Clarion Real Estate Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	241,216.308	$ 18.07	$ 4,358,779
Band 7	280.018	18.01	5,043
Band 10	160,210.174	17.74	2,842,128
Band 11	3,326.484	17.67	58,779
Band 12	50,725.634	17.61	893,278
Band 13	2,339.179	10.22	23,906
Band 14	42,814.982	12.57	538,184
Band 15	184,677.404	12.54	2,315,855
Band 17	66,616.341	12.42	827,375
Band 20	296,090.120	17.48	5,175,655
Band 46	179,857.659	10.01	1,800,375
	1,228,154.303		$ 18,839,357

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	7,880.172	$ 11.04	$ 86,997
Band 3	404.820	10.82	4,380
Band 4	55,677.620	10.89	606,329
Band 5	66,642.092	10.85	723,067
Band 6	2,329,558.969	10.79	25,135,941
Band 7	1,351,007.934	10.76	14,536,845
Band 8	1,392,823.840	10.70	14,903,215
Band 9	91,874.370	10.67	980,300
Band 10	2,271,235.708	10.64	24,165,948
Band 11	773,565.151	10.61	8,207,526
Band 12	322,321.660	10.58	3,410,163
Band 13	1,036,250.787	10.55	10,932,446
Band 14	1,741,306.870	10.49	18,266,309
Band 15	1,054,920.614	10.46	11,034,470
Band 16	154,652.455	10.40	1,608,386
Band 17	1,700,554.439	10.36	17,617,744
Band 18	43,377.060	10.33	448,085
Band 19	53,789.720	10.28	552,958
Band 20	842,963.737	10.52	8,867,979
Band 21	112,816.945	10.43	1,176,681
Band 25	3,439.910	11.11	38,217
Band 26	85,778.878	11.07	949,572
Band 27	40,887.760	10.88	444,859
Band 28	49,439.386	10.79	533,451
Band 29	199,728.351	10.76	2,149,077
Band 30	22,461.756	10.58	237,645
Band 31	19,290.698	10.48	202,167
Band 34	2,616.029	10.10	26,422
Band 38	24,657.634	10.12	249,535
Band 41	22,683.966	10.58	239,996
Band 42	13,638.387	10.46	142,658
Band 43	51,122.407	10.37	530,139
Band 45	8,443.528	10.07	85,026
Band 46	789,101.488	10.62	8,380,258
Band 47	117,499.183	10.54	1,238,441
Band 50	825.908	9.90	8,176
Band 51	643.177	9.79	6,297
Band 52	448.039	10.02	4,489
Band 55	7,995.195	9.99	79,872
Band 56	117,046.174	8.38	980,847
Band 57	4,345.186	8.29	36,022
Band 59	1,804.233	8.19	14,777
	16,987,522.236		$ 179,843,712




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	8,259.702	$ 12.47	$ 102,998
Band 5	1,188.172	12.43	14,769
Band 6	1,127,373.173	12.36	13,934,332
Band 7	487,747.343	12.33	6,013,925
Band 8	734,624.556	12.25	8,999,151
Band 9	37,365.625	12.22	456,608
Band 10	1,425,814.358	12.18	17,366,419
Band 11	273,882.821	12.15	3,327,676
Band 12	68,312.271	12.11	827,262
Band 13	527,265.920	12.08	6,369,372
Band 14	635,111.568	12.01	7,627,690
Band 15	404,582.093	11.98	4,846,893
Band 16	37,256.204	11.91	443,721
Band 17	642,827.120	11.87	7,630,358
Band 18	7,133.832	11.84	84,465
Band 19	33,676.042	11.77	396,367
Band 20	290,470.156	12.04	3,497,261
Band 21	16,828.624	11.94	200,934
Band 26	83,827.285	12.68	1,062,930
Band 27	41,255.878	12.47	514,461
Band 28	7,961.932	12.36	98,409
Band 29	88,225.485	12.32	1,086,938
Band 30	10,130.472	12.11	122,680
Band 31	4,746.945	12.01	57,011
Band 35	6,599.269	13.39	88,364
Band 36	6,840.146	13.26	90,700
Band 37	1,245.630	13.17	16,405
Band 38	59,571.994	13.23	788,137
Band 39	9,000.703	13.11	117,999
Band 40	7,687.702	13.01	100,017
Band 41	4,038.414	12.12	48,946
Band 42	2,284.088	11.98	27,363
Band 43	11,137.008	11.88	132,308
Band 46	523,069.533	11.39	5,957,762
Band 47	60,434.107	11.30	682,905
Band 56	24,664.820	11.93	294,251
Band 57	1,235.858	11.85	14,645
Band 59	318.446	11.77	3,748
	7,713,995.295		$ 93,446,180

180

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 2 Class
Contracts in accumulation period:
Band 6	16,290.155	$ 12.25	$ 199,554
Band 10	7,204.512	12.08	87,031
Band 15	15,232.666	11.87	180,812
Band 17	8,602.992	11.77	101,257
Band 20	10,294.216	11.94	122,913
Band 46	16,548.602	11.30	186,999
	74,173.143		$ 878,566
ING FMR^SMDiversified Mid Cap Portfolio - Service
Class
Currently payable annuity contracts:	287.978	$ 14.29	$ 4,115
Contracts in accumulation period:
Band 1	16,038.799	10.70	171,615
Band 2	139,398.743	14.29	1,992,008
Band 3	12,019.536	13.83	166,230
Band 4	238,063.004	13.97	3,325,740
Band 5	292,861.083	13.90	4,070,769
Band 6	7,847,443.818	13.77	108,059,301
Band 7	5,452,120.081	13.71	74,748,566
Band 8	4,575,461.946	13.58	62,134,773
Band 9	929,454.900	13.51	12,556,936
Band 10	7,078,572.960	13.45	95,206,806
Band 11	4,625,632.341	13.39	61,937,217
Band 12	1,420,746.851	13.32	18,924,348
Band 13	4,760,795.477	13.26	63,128,148
Band 14	6,664,366.203	13.14	87,569,772
Band 15	2,387,241.442	13.08	31,225,118
Band 16	311,472.029	12.95	4,033,563
Band 17	3,800,166.677	12.89	48,984,148
Band 18	142,552.782	12.83	1,828,952
Band 19	295,700.727	12.71	3,758,356
Band 20	2,409,337.936	13.20	31,803,261
Band 21	402,061.432	13.01	5,230,819
Band 24	146.633	14.98	2,197
Band 25	73,398.065	14.43	1,059,134
Band 26	167,287.866	12.59	2,106,154
Band 27	70,174.671	12.41	870,868
Band 28	24,094.123	12.32	296,840
Band 29	67,769.082	12.30	833,560
Band 30	43,677.240	12.12	529,368
Band 31	31,149.723	12.03	374,731
Band 34	250.722	11.67	2,926
Band 38	98,575.673	10.28	1,013,358
Band 41	42,610.462	12.13	516,865
Band 42	10,710.029	12.01	128,627
Band 43	89,871.652	11.92	1,071,270
Band 44	1,224.204	11.72	14,348
Band 45	869.132	11.64	10,117

181

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING FMR^SMDiversified Mid Cap Portfolio - Service
Class (continued)
Band 46	2,162,820.996	$ 11.70	$ 25,305,006
Band 47	321,684.419	11.61	3,734,756
Band 50	16,964.349	10.02	169,983
Band 51	3,975.771	9.92	39,440
Band 52	1,368.524	10.15	13,891
Band 53	1,471.820	10.06	14,807
Band 54	3,615.660	9.95	35,976
Band 55	14,196.224	10.11	143,524
Band 56	789,860.715	8.67	6,848,092
Band 57	1,749.514	8.58	15,011
Band 58	1,068.170	8.53	9,111
Band 59	1,496.952	8.48	12,694
Band 60	13,772.431	8.59	118,305
	57,857,651.567		$ 766,151,520
ING FMR^SMDiversified Mid Cap Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	391,694.612	$ 17.86	$ 6,995,666
Band 7	5,239.754	17.79	93,215
Band 10	297,147.179	17.53	5,208,990
Band 11	5,534.231	17.46	96,628
Band 12	76,486.130	17.40	1,330,859
Band 13	261.830	11.85	3,103
Band 14	84,889.990	13.55	1,150,259
Band 15	233,655.946	13.51	3,156,692
Band 17	128,887.319	13.39	1,725,801
Band 20	573,143.077	17.27	9,898,181
Band 46	239,572.736	11.61	2,781,439
	2,036,512.804		$ 32,440,833
ING Focus 5 Portfolio - Service Class
Contracts in accumulation period:
Band 4	93,775.994	$ 7.04	$ 660,183
Band 5	2,579.847	7.25	18,704
Band 6	5,557,860.561	7.01	38,960,603
Band 7	183,532.795	7.01	1,286,565
Band 8	1,290,281.612	6.99	9,019,068
Band 9	40,588.799	6.98	283,310
Band 10	7,068,642.145	6.97	49,268,436
Band 11	395,527.981	6.96	2,752,875
Band 12	9,910.828	6.96	68,979
Band 13	1,012,574.961	6.95	7,037,396
Band 14	1,083,078.792	6.93	7,505,736
Band 15	1,394,714.539	6.92	9,651,425
Band 16	90,291.430	6.90	623,011
Band 17	714,857.557	6.90	4,932,517
Band 18	3,271.763	6.89	22,542
Band 19	6,388.681	6.87	43,890

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 20	120,437.133	$ 6.94	$ 835,834
Band 21	1,565.313	6.91	10,816
Band 26	543.652	7.29	3,963
Band 27	2,165.374	7.25	15,699
Band 28	796.024	7.23	5,755
Band 29	38,355.642	7.23	277,311
Band 35	2,923.153	7.77	22,713
Band 36	8,959.057	7.74	69,343
Band 38	258,034.244	7.08	1,826,882
Band 39	27,303.391	7.72	210,782
Band 40	3,963.544	7.70	30,519
Band 41	5,078.325	7.19	36,513
Band 46	1,226,302.547	6.88	8,436,962
Band 47	384,102.736	6.85	2,631,104
Band 50	1,311.846	6.95	9,117
Band 51	5,615.443	6.90	38,747
Band 52	15,951.916	7.01	111,823
Band 55	12,508.011	6.99	87,431
Band 56	1,034,861.010	7.22	7,471,696
Band 57	7,354.318	7.14	52,510
Band 60	966.926	7.16	6,923
	22,106,977.890		$ 154,327,683
ING Franklin Income Portfolio - Service Class
Contracts in accumulation period:
Band 2	28,311.371	$ 10.19	$ 288,493
Band 3	397.868	10.06	4,003
Band 4	254,732.672	10.10	2,572,800
Band 5	68,248.658	10.08	687,946
Band 6	5,510,323.912	10.04	55,323,652
Band 7	1,751,594.883	10.02	17,550,981
Band 8	2,779,792.694	9.98	27,742,331
Band 9	649,791.870	9.97	6,478,425
Band 10	8,015,179.468	9.95	79,751,036
Band 11	1,695,841.059	9.93	16,839,702
Band 12	368,963.404	9.91	3,656,427
Band 13	2,760,884.106	9.89	27,305,144
Band 14	4,554,087.220	9.85	44,857,759
Band 15	3,386,162.503	9.84	33,319,839
Band 16	406,824.499	9.80	3,986,880
Band 17	3,290,801.719	9.78	32,184,041
Band 18	35,175.952	9.76	343,317
Band 19	85,395.157	9.73	830,895
Band 20	1,016,725.668	9.87	10,035,082
Band 21	412,571.709	9.82	4,051,454
Band 26	557,839.080	10.21	5,695,537
Band 27	171,307.204	10.10	1,730,203

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 28	97,743.664	$ 10.04	$ 981,346
Band 29	235,470.581	10.02	2,359,415
Band 30	77,375.618	9.91	766,792
Band 31	26,340.574	9.85	259,455
Band 32	1,007.011	9.75	9,818
Band 33	2,489.016	9.67	24,069
Band 34	231.023	9.62	2,222
Band 38	383,940.385	10.25	3,935,389
Band 41	47,288.972	9.91	468,634
Band 42	16,819.159	9.84	165,501
Band 43	162,097.566	9.78	1,585,314
Band 44	4,015.065	9.65	38,745
Band 45	27,617.952	9.60	265,132
Band 46	3,508,527.932	9.74	34,173,062
Band 47	421,570.746	9.69	4,085,021
Band 50	1,177.949	9.97	11,744
Band 51	15,699.510	9.87	154,954
Band 52	395.311	10.10	3,993
Band 55	6,413.278	10.06	64,518
Band 56	751,208.776	9.31	6,993,754
Band 57	3,725.169	9.21	34,309
Band 59	6,468.723	9.11	58,930
Band 60	2,658.197	9.23	24,535
	43,601,234.853		$ 431,702,599
ING Franklin Income Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	124,700.039	$ 9.99	$ 1,245,753
Band 10	220,721.900	9.89	2,182,940
Band 12	42,390.521	9.86	417,971
Band 14	13,738.386	9.80	134,636
Band 15	56,282.567	9.78	550,444
Band 17	37,893.874	9.73	368,707
Band 20	172,064.608	9.82	1,689,674
Band 46	130,880.523	9.69	1,268,232
	798,672.418		$ 7,858,357

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	19,405.779	$ 9.20	$ 178,533
Band 3	848.290	9.11	7,728
Band 4	149,113.301	9.14	1,362,896
Band 5	43,650.738	9.12	398,095
Band 6	3,218,270.822	9.10	29,286,264
Band 7	569,659.877	9.09	5,178,208
Band 8	1,357,138.943	9.06	12,295,679
Band 9	347,788.175	9.05	3,147,483
Band 10	4,913,840.595	9.04	44,421,119
Band 11	593,359.170	9.02	5,352,100
Band 12	135,567.193	9.01	1,221,460
Band 13	1,066,361.086	9.00	9,597,250
Band 14	1,554,766.244	8.97	13,946,253
Band 15	1,634,557.981	8.96	14,645,640
Band 16	152,111.279	8.94	1,359,875
Band 17	1,105,804.870	8.93	9,874,837
Band 18	3,293.336	8.91	29,344
Band 19	45,535.560	8.89	404,811
Band 20	358,723.177	8.99	3,224,921
Band 21	251,811.966	8.95	2,253,717
Band 26	202,810.405	9.21	1,867,884
Band 27	44,386.624	9.13	405,250
Band 28	67,184.165	9.10	611,376
Band 29	187,708.501	9.09	1,706,270
Band 30	29,366.118	9.01	264,589
Band 31	23,365.724	8.97	209,591
Band 32	219.047	8.90	1,950
Band 33	3,582.041	8.85	31,701
Band 34	368.959	8.82	3,254
Band 38	291,068.708	9.20	2,677,832
Band 41	25,243.711	9.01	227,446
Band 42	7,882.971	8.96	70,631
Band 43	59,077.973	8.93	527,566
Band 44	10,070.880	8.84	89,027
Band 45	3,449.187	8.80	30,353
Band 46	1,737,616.573	8.90	15,464,787
Band 47	161,519.719	8.86	1,431,065
Band 50	2,191.082	9.00	19,720
Band 51	7,383.606	8.93	65,936
Band 52	439.234	9.09	3,993
Band 55	16,682.851	9.06	151,147
Band 56	409,656.764	8.06	3,301,834
Band 57	17,382.474	7.97	138,538
Band 59	6,177.996	7.89	48,744
Band 60	2,870.745	7.99	22,937
	20,839,314.440		$ 187,559,634

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	276.346	$ 7.91	$ 2,186
Band 4	787,678.896	7.86	6,191,156
Band 5	22,652.422	7.85	177,822
Band 6	18,242,923.780	7.83	142,842,093
Band 7	1,221,497.468	7.82	9,552,110
Band 8	6,423,291.746	7.79	50,037,443
Band 9	467,737.343	7.78	3,638,997
Band 10	29,916,528.410	7.77	232,451,426
Band 11	2,510,820.464	7.76	19,483,967
Band 12	96,860.667	7.75	750,670
Band 13	4,333,266.765	7.74	33,539,485
Band 14	7,513,488.425	7.72	58,004,131
Band 15	9,647,235.079	7.71	74,380,182
Band 16	1,099,842.298	7.69	8,457,787
Band 17	5,374,909.051	7.68	41,279,302
Band 18	1,632.741	7.67	12,523
Band 19	23,504.292	7.65	179,808
Band 20	1,211,534.206	7.73	9,365,159
Band 21	401,320.274	7.70	3,090,166
Band 26	77,286.439	7.92	612,109
Band 27	102,480.187	7.86	805,494
Band 28	19,433.640	7.83	152,165
Band 29	73,588.851	7.81	574,729
Band 30	15,847.868	7.75	122,821
Band 31	9,173.053	7.72	70,816
Band 32	1,615.433	7.66	12,374
Band 34	4,770.779	7.59	36,210
Band 35	43,368.125	8.81	382,073
Band 36	3,204.807	8.77	28,106
Band 38	4,721,291.953	7.91	37,345,419
Band 39	8,422.525	8.74	73,613
Band 40	51,803.325	8.71	451,207
Band 41	4,250.170	7.75	32,939
Band 42	286.010	7.71	2,205
Band 43	72,504.466	7.68	556,834
Band 44	3,135.821	7.60	23,832
Band 45	21,374.704	7.57	161,807
Band 46	8,798,431.617	7.66	67,395,986
Band 47	897,392.000	7.63	6,847,101
Band 50	144,923.450	7.74	1,121,708
Band 51	35,029.848	7.68	269,029
Band 52	12,693.325	7.82	99,262
Band 53	4,273.327	7.76	33,161
Band 54	5,082.452	7.70	39,135
Band 55	312,535.800	7.80	2,437,779
Band 56	4,168,993.620	8.48	35,353,066

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 57	163,936.682	$ 8.39	$ 1,375,429
Band 59	731.549	8.29	6,065
Band 60	14,772.396	8.40	124,088
	109,089,634.895		$ 849,982,975
ING Global Resources Portfolio - Service Class
Currently payable annuity contracts:	526.907	$ 40.53	$ 21,356
Contracts in accumulation period:
Band 1	7,618.914	42.27	322,051
Band 2	64,141.625	40.53	2,599,660
Band 3	1,763.503	37.63	66,361
Band 4	63,969.735	38.50	2,462,835
Band 5	33,122.899	38.04	1,259,995
Band 6	2,632,139.405	37.30	98,178,800
Band 7	1,245,480.895	36.85	45,895,971
Band 8	1,758,129.523	36.13	63,521,220
Band 9	172,798.754	35.70	6,168,916
Band 10	3,158,457.428	35.32	111,556,716
Band 11	827,367.983	34.95	28,916,511
Band 12	223,048.215	34.58	7,713,007
Band 13	1,312,710.364	34.21	44,907,822
Band 14	2,015,124.682	33.49	67,486,526
Band 15	1,475,926.073	33.13	48,897,431
Band 16	176,609.642	32.44	5,729,217
Band 17	2,165,112.882	32.09	69,478,472
Band 18	28,450.242	31.75	903,295
Band 19	103,412.310	31.08	3,214,055
Band 20	599,135.867	33.85	20,280,749
Band 21	82,417.773	32.78	2,701,655
Band 25	11,832.289	41.40	489,857
Band 26	149,093.445	16.96	2,528,625
Band 27	64,614.672	16.72	1,080,357
Band 28	41,375.333	16.60	686,831
Band 29	180,623.642	16.56	2,991,128
Band 30	29,486.162	16.33	481,509
Band 31	14,728.593	16.21	238,750
Band 34	32.835	15.72	516
Band 38	117,953.281	12.08	1,424,876
Band 41	40,943.658	16.33	668,610
Band 42	19,228.163	16.18	311,112
Band 43	87,775.280	16.06	1,409,671
Band 44	459.065	15.79	7,249
Band 45	10,383.838	15.67	162,715
Band 46	2,160,043.309	16.77	36,223,926
Band 47	360,250.101	16.64	5,994,562
Band 50	11,971.401	11.76	140,784

187

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 51	6,671.030	$ 11.64	$ 77,651
Band 52	7,297.945	11.91	86,919
Band 53	934.131	11.80	11,023
Band 54	8,425.626	11.68	98,411
Band 55	24,265.714	11.87	288,034
Band 56	498,506.663	8.14	4,057,844
Band 57	45,463.458	8.05	365,981
Band 59	2,854.070	7.96	22,718
Band 60	4,068.672	8.07	32,834
	22,046,747.997		$ 692,165,114
ING Global Resources Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	253,746.034	$ 25.82	$ 6,551,723
Band 7	23.681	25.72	609
Band 10	169,670.195	25.34	4,299,443
Band 11	2,096.901	25.25	52,947
Band 12	42,518.384	25.15	1,069,337
Band 13	1,110.378	16.99	18,865
Band 14	89,526.035	17.21	1,540,743
Band 15	154,018.041	17.16	2,642,950
Band 17	78,184.573	17.01	1,329,920
Band 20	332,180.025	24.97	8,294,535
Band 46	161,800.559	16.64	2,692,361
	1,284,874.806		$ 28,493,433
ING Janus Contrarian Portfolio - Service Class
Contracts in accumulation period:
Band 2	20,290.112	$ 12.05	$ 244,496
Band 3	918.057	11.66	10,705
Band 4	110,862.345	11.78	1,305,958
Band 5	206,641.951	11.72	2,421,844
Band 6	4,891,208.489	11.61	56,786,931
Band 7	3,373,234.145	11.56	38,994,587
Band 8	2,717,027.391	11.45	31,109,964
Band 9	493,073.845	11.39	5,616,111
Band 10	6,486,316.816	11.34	73,554,833
Band 11	2,120,404.051	11.29	23,939,362
Band 12	803,899.173	11.24	9,035,827
Band 13	3,321,202.768	11.18	37,131,047
Band 14	5,961,602.093	11.08	66,054,551
Band 15	2,253,344.206	11.03	24,854,387
Band 16	283,802.688	10.92	3,099,125
Band 17	2,815,850.776	10.87	30,608,298
Band 18	112,043.471	10.82	1,212,310
Band 19	270,723.539	10.72	2,902,156
Band 20	1,339,058.489	11.13	14,903,721
Band 21	259,993.600	10.97	2,852,130

188

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 25	30,260.610	$ 12.17	$ 368,272
Band 26	92,749.333	13.14	1,218,726
Band 27	45,751.979	12.92	591,116
Band 28	26,986.665	12.80	345,429
Band 29	101,624.813	12.77	1,297,749
Band 30	25,408.213	12.55	318,873
Band 31	22,655.891	12.44	281,839
Band 34	244.030	11.99	2,926
Band 38	177,646.106	9.85	1,749,814
Band 41	31,435.591	12.55	394,517
Band 42	15,537.842	12.41	192,825
Band 43	86,745.086	12.30	1,066,965
Band 44	2,826.902	12.05	34,064
Band 45	9,519.874	11.78	112,144
Band 46	1,769,497.470	10.98	19,429,082
Band 47	373,453.441	10.89	4,066,908
Band 50	21,145.431	9.56	202,150
Band 51	6,255.112	9.45	59,111
Band 52	5,141.844	9.68	49,773
Band 54	1,287.344	9.49	12,217
Band 55	5,880.248	9.64	56,686
Band 56	241,364.384	7.08	1,708,860
Band 57	16,549.954	7.00	115,850
Band 59	4,944.722	6.93	34,267
Band 60	583.338	7.02	4,095
	40,956,994.228		$ 460,352,601
ING Janus Contrarian Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	188,257.650	$ 18.21	$ 3,428,172
Band 7	1,234.152	18.14	22,388
Band 10	185,839.361	17.87	3,320,949
Band 11	712.838	17.81	12,696
Band 12	66,898.604	17.74	1,186,781
Band 13	5,496.170	11.12	61,117
Band 14	67,162.208	12.23	821,394
Band 15	228,404.357	12.19	2,784,249
Band 17	93,957.386	12.08	1,135,005
Band 20	374,417.865	17.61	6,593,499
Band 46	228,889.081	10.89	2,492,602
	1,441,269.672		$ 21,858,852

189

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
Currently payable annuity contracts:	173.625	$ 21.68	$ 3,764
Contracts in accumulation period:
Band 1	8,357.909	22.21	185,629
Band 2	148,784.278	21.68	3,225,643
Band 3	3,633.246	20.79	75,535
Band 4	157,197.515	21.05	3,309,008
Band 5	91,156.627	20.92	1,906,997
Band 6	4,884,446.079	20.67	100,961,500
Band 7	2,201,063.564	20.55	45,231,856
Band 8	3,369,046.131	20.30	68,391,636
Band 9	320,771.721	20.18	6,473,173
Band 10	5,464,963.036	20.06	109,627,159
Band 11	1,305,782.358	19.94	26,037,300
Band 12	304,281.246	19.82	6,030,854
Band 13	2,344,576.401	19.70	46,188,155
Band 14	3,118,848.346	19.46	60,692,789
Band 15	2,406,493.510	19.34	46,541,584
Band 16	259,041.823	19.11	4,950,289
Band 17	3,272,082.641	19.00	62,169,570
Band 18	46,296.852	18.88	874,085
Band 19	177,230.877	18.65	3,305,356
Band 20	952,923.477	19.58	18,658,242
Band 21	114,793.552	19.23	2,207,480
Band 25	14,166.711	21.95	310,959
Band 26	140,300.465	20.84	2,923,862
Band 27	39,652.538	20.54	814,463
Band 28	39,701.342	20.40	809,907
Band 29	180,351.712	20.35	3,670,157
Band 30	24,363.406	20.06	488,730
Band 31	18,896.488	19.91	376,229
Band 33	81.425	19.45	1,584
Band 35	84,690.301	8.95	757,978
Band 36	31,324.222	8.92	279,412
Band 37	8,444.854	8.90	75,159
Band 38	712,822.085	14.93	10,642,434
Band 39	308,727.840	8.88	2,741,503
Band 40	58,502.791	8.86	518,335
Band 41	29,483.918	20.07	591,742
Band 42	11,812.599	19.88	234,834
Band 43	49,077.297	19.73	968,295
Band 44	143.178	19.40	2,778
Band 45	3,198.558	19.26	61,604
Band 46	1,925,348.849	20.18	38,853,540
Band 47	231,109.105	20.02	4,626,804
Band 50	16,903.378	14.59	246,620
Band 51	1,970.949	14.44	28,461
Band 52	663.377	14.77	9,798

190

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 53	735.921	$ 14.64	$ 10,774
Band 54	3,637.108	14.49	52,702
Band 55	4,298.187	14.72	63,269
Band 56	604,382.935	8.41	5,082,860
Band 57	24,456.417	8.32	203,477
Band 59	4,022.493	8.23	33,105
Band 60	2,331.730	8.34	19,447
	35,527,546.993		$ 692,548,426
ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	269,685.313	$ 31.84	$ 8,586,780
Band 7	6,643.089	31.72	210,719
Band 8	271.989	31.48	8,562
Band 10	155,212.148	31.25	4,850,380
Band 11	5,404.433	31.14	168,294
Band 12	38,972.912	31.02	1,208,940
Band 13	6,473.922	20.43	132,262
Band 14	69,156.875	21.24	1,468,892
Band 15	232,131.589	21.18	4,916,547
Band 17	44,924.811	20.99	942,972
Band 20	246,504.262	30.79	7,589,866
Band 46	162,620.068	20.02	3,255,654
	1,238,001.411		$ 33,339,868
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class
Contracts in accumulation period:
Band 2	5,214.028	$ 13.14	$ 68,512
Band 3	2,812.012	12.79	35,966
Band 4	65,390.912	12.89	842,889
Band 5	36,313.225	12.84	466,262
Band 6	1,657,418.723	12.74	21,115,515
Band 7	1,196,489.987	12.69	15,183,458
Band 8	674,535.176	12.59	8,492,398
Band 9	148,286.307	12.54	1,859,510
Band 10	1,722,690.430	12.49	21,516,403
Band 11	400,912.543	12.45	4,991,361
Band 12	155,529.940	12.40	1,928,571
Band 13	1,010,424.661	12.35	12,478,745
Band 14	1,431,537.144	12.25	17,536,330
Band 15	638,318.268	12.21	7,793,866
Band 16	70,511.495	12.11	853,894
Band 17	930,424.488	12.06	11,220,919
Band 18	20,020.062	12.02	240,641
Band 19	65,498.029	11.92	780,737
Band 20	462,992.583	12.30	5,694,809
Band 21	103,300.507	12.16	1,256,134

191

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 (continued)
Band 25	12,495.152	$ 13.24	$ 165,436
Band 26	104,806.269	13.19	1,382,395
Band 27	36,908.396	12.89	475,749
Band 28	43,266.025	12.74	551,209
Band 29	37,517.742	12.69	476,100
Band 30	16,903.706	12.39	209,437
Band 31	14,493.874	12.25	177,550
Band 34	334.967	11.65	3,902
Band 38	63,436.321	9.52	603,914
Band 41	27,409.616	13.24	362,903
Band 42	26,077.458	13.07	340,832
Band 43	62,102.502	12.94	803,606
Band 44	12,219.393	11.12	135,880
Band 45	5,442.748	10.87	59,163
Band 46	1,182,381.310	9.71	11,480,923
Band 47	139,792.553	9.63	1,346,202
Band 51	6,068.616	9.20	55,831
Band 54	888.736	9.23	8,203
Band 55	6,096.500	9.38	57,185
Band 56	50,843.763	9.45	480,474
Band 57	612.729	9.35	5,729
Band 60	485.799	9.37	4,552
	12,649,204.695		$ 153,544,095
ING JPMorgan Small Cap Core Equity Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	466,172.276	$ 15.23	$ 7,099,804
Band 7	876.636	15.17	13,299
Band 10	345,551.928	14.95	5,166,001
Band 11	18,573.557	14.89	276,560
Band 12	116,141.850	14.84	1,723,545
Band 13	4,793.395	9.82	47,071
Band 14	93,491.835	11.42	1,067,677
Band 15	316,499.701	11.38	3,601,767
Band 17	191,505.495	11.28	2,160,182
Band 20	670,538.735	14.73	9,877,036
Band 46	332,442.881	9.62	3,198,101
	2,556,588.289		$ 34,231,043

192

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:	712.373	$ 24.67	$ 17,574
Contracts in accumulation period:
Band 1	5,299.090	25.73	136,346
Band 2	217,494.655	24.67	5,365,593
Band 3	911.308	22.90	20,869
Band 4	62,475.736	23.45	1,465,056
Band 5	52,880.734	23.14	1,223,660
Band 6	738,091.055	22.72	16,769,429
Band 7	818,081.909	22.41	18,333,216
Band 8	451,036.193	22.01	9,927,307
Band 9	106,622.670	21.71	2,314,778
Band 10	223,473.315	21.48	4,800,207
Band 11	811,294.138	21.29	17,272,452
Band 12	176,680.417	21.03	3,715,589
Band 13	653,703.866	20.81	13,603,577
Band 14	570,685.143	20.37	11,624,856
Band 16	12,812.481	19.76	253,175
Band 17	85,437.206	19.55	1,670,297
Band 18	9,740.805	19.34	188,387
Band 19	26,264.107	18.93	497,180
Band 20	137,917.726	20.62	2,843,864
Band 21	45,313.616	19.97	904,913
Band 24	166.830	27.44	4,578
Band 25	19,518.593	25.22	492,259
Band 49	31,370.458	10.44	327,508
	5,257,984.424		$ 113,772,670
ING Liquid Assets Portfolio - Service Class
Currently payable annuity contracts:	643.565	$ 18.40	$ 11,842
Contracts in accumulation period:
Band 1	44,078.139	19.20	846,300
Band 2	252,413.338	18.40	4,644,405
Band 3	26,594.218	17.09	454,495
Band 4	823,110.980	17.48	14,387,980
Band 5	271,695.733	17.22	4,678,601
Band 6	11,578,123.400	16.94	196,133,410
Band 7	7,031,808.747	16.68	117,290,570
Band 8	6,925,002.841	16.41	113,639,297
Band 9	1,514,942.939	16.16	24,481,478
Band 10	12,290,462.190	15.99	196,524,490
Band 11	6,266,485.396	15.87	99,449,123
Band 12	1,166,415.909	15.65	18,254,409
Band 13	8,928,514.366	15.49	138,302,688
Band 14	9,071,926.158	15.16	137,530,401
Band 15	4,944,632.823	15.05	74,416,724
Band 16	899,422.504	14.73	13,248,493
Band 17	5,813,592.049	14.57	84,704,036
Band 18	64,998.813	14.42	937,283

193

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	264,635.969	$ 14.11	$ 3,734,014
Band 20	1,956,516.977	15.37	30,071,666
Band 21	550,658.048	14.89	8,199,298
Band 25	62,373.688	18.80	1,172,625
Band 26	1,483,805.476	18.60	27,598,782
Band 27	752,282.300	17.46	13,134,849
Band 28	404,584.276	16.91	6,841,520
Band 29	1,467,202.538	16.73	24,546,298
Band 30	515,966.157	15.69	8,095,509
Band 31	229,816.228	15.20	3,493,207
Band 32	11,833.209	14.29	169,097
Band 33	66.063	13.70	905
Band 34	160.437	13.27	2,129
Band 35	162,062.061	19.41	3,145,625
Band 36	33,939.722	18.60	631,279
Band 37	21,105.589	18.02	380,323
Band 38	1,800,378.983	11.01	19,822,173
Band 39	134,423.270	10.87	1,461,181
Band 40	120,762.656	10.76	1,299,406
Band 41	282,284.425	10.50	2,963,986
Band 42	45,325.507	10.36	469,572
Band 43	378,665.102	10.26	3,885,104
Band 44	7,137.314	10.15	72,444
Band 45	25,312.100	10.06	254,640
Band 46	4,220,452.452	10.38	43,808,296
Band 47	968,347.721	10.30	9,973,982
Band 49	1,077,845.365	10.48	11,295,819
Band 50	3,732.355	10.38	38,742
Band 51	86,006.267	10.27	883,284
Band 52	48,006.381	10.51	504,547
Band 55	36,451.486	10.47	381,647
Band 56	2,476,616.221	10.03	24,840,461
Band 57	161,282.363	9.92	1,599,921
Band 59	26,143.125	9.82	256,725
Band 60	22,494.454	9.94	223,595
	97,753,540.393		$ 1,495,188,676




194

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 2 Class
Contracts in accumulation period:
Band 6	709,985.540	$ 10.58	$ 7,511,647
Band 7	5,192.618	10.54	54,730
Band 8	648.815	10.46	6,787
Band 10	453,191.882	10.38	4,704,132
Band 11	18,621.733	10.35	192,735
Band 12	134,286.714	10.31	1,384,496
Band 13	6,396.358	10.53	67,354
Band 14	117,578.830	10.38	1,220,468
Band 15	397,380.603	10.35	4,112,889
Band 17	203,221.250	10.26	2,085,050
Band 20	830,408.016	10.23	8,495,074
Band 46	241,207.767	10.31	2,486,852
	3,118,120.126		$ 32,322,214
ING Lord Abbett Affiliated Portfolio - Service Class
Contracts in accumulation period:
Band 2	2,933.907	$ 10.69	$ 31,363
Band 3	775.331	10.32	8,001
Band 4	33,800.835	10.43	352,543
Band 5	57,810.444	10.37	599,494
Band 6	527,747.216	10.27	5,419,964
Band 7	746,619.246	10.22	7,630,449
Band 8	242,521.710	10.12	2,454,320
Band 9	138,971.101	10.06	1,398,049
Band 10	663,614.510	10.01	6,642,781
Band 11	490,414.671	9.96	4,884,530
Band 12	213,394.461	9.91	2,114,739
Band 13	470,257.542	9.86	4,636,739
Band 14	1,089,573.215	9.76	10,634,235
Band 15	91,954.870	9.72	893,801
Band 16	18,673.854	9.62	179,642
Band 17	304,230.266	9.57	2,911,484
Band 18	18,393.351	9.52	175,105
Band 19	89,768.066	9.42	845,615
Band 20	255,291.854	9.81	2,504,413
Band 21	149,430.059	9.67	1,444,989
Band 25	10,104.497	10.80	109,129
Band 26	22,542.560	11.24	253,378
Band 27	7,567.491	11.03	83,469
Band 28	3,173.603	10.92	34,656
Band 29	15,318.953	10.89	166,823
Band 30	5,926.157	10.68	63,291
Band 31	17,751.820	10.57	187,637
Band 38	1,029.470	8.59	8,843
Band 41	1,916.258	10.68	20,466
Band 42	2,943.030	10.55	31,049
Band 43	7,858.708	10.44	82,045

195

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
(continued)
Band 44	176.733	$ 9.24	$ 1,633
Band 46	85,010.807	8.79	747,245
Band 47	16,286.958	8.73	142,185
Band 55	2,234.556	8.46	18,904
	5,806,018.110		$ 57,713,009
ING Lord Abbett Affiliated Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	28,439.735	$ 12.29	$ 349,524
Band 7	639.754	12.24	7,831
Band 10	36,763.595	12.06	443,369
Band 12	4,040.134	11.97	48,360
Band 14	11,092.564	9.19	101,941
Band 15	12,685.567	9.17	116,327
Band 17	5,068.737	9.09	46,075
Band 20	49,871.392	11.88	592,472
Band 46	32,627.691	8.73	284,840
	181,229.169		$ 1,990,739
ING Marsico Growth Portfolio - Service Class
Contracts in accumulation period:
Band 1	3,692.315	$ 15.53	$ 57,342
Band 2	117,606.470	15.10	1,775,858
Band 3	3,301.697	14.38	47,478
Band 4	161,520.485	14.59	2,356,584
Band 5	136,576.522	14.49	1,978,994
Band 6	4,446,996.346	14.29	63,547,578
Band 7	3,055,301.390	14.19	43,354,727
Band 8	3,110,065.127	13.99	43,509,811
Band 9	853,308.325	13.89	11,852,453
Band 10	3,803,719.933	13.80	52,491,335
Band 11	4,163,267.996	13.70	57,036,772
Band 12	678,195.099	13.61	9,230,235
Band 13	2,868,360.190	13.51	38,751,546
Band 14	3,726,638.360	13.32	49,638,823
Band 15	1,091,474.746	13.23	14,440,211
Band 16	137,379.679	13.05	1,792,805
Band 17	1,728,520.362	12.95	22,384,339
Band 18	37,987.608	12.86	488,521
Band 19	167,068.605	12.68	2,118,430
Band 20	1,070,424.499	13.42	14,365,097
Band 21	231,934.960	13.14	3,047,625
Band 25	51,485.320	15.32	788,755
Band 26	155,589.747	10.77	1,675,702
Band 27	16,197.656	10.59	171,533
Band 28	11,741.333	10.49	123,167
Band 29	77,945.338	10.46	815,308

196

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
(continued)
Band 30	12,654.559	$ 10.28	$ 130,089
Band 31	8,389.944	10.20	85,577
Band 38	96,409.301	9.26	892,750
Band 41	9,479.766	10.29	97,547
Band 42	1,245.264	10.17	12,664
Band 43	67,630.397	10.08	681,714
Band 44	179.905	9.88	1,777
Band 45	7,798.663	9.71	75,725
Band 46	1,834,544.313	9.10	16,694,353
Band 47	225,966.978	9.03	2,040,482
Band 50	639.916	9.06	5,798
Band 52	435.390	9.18	3,997
Band 53	1,015.144	9.09	9,228
Band 56	230,078.808	7.95	1,829,127
Band 57	12,585.457	7.86	98,922
Band 59	6,819.415	7.78	53,055
	34,422,173.328		$ 460,553,834
ING Marsico Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	273,033.287	$ 13.16	$ 3,593,118
Band 7	13,777.523	13.11	180,623
Band 10	197,229.770	12.92	2,548,209
Band 11	3,802.044	12.87	48,932
Band 12	95,589.466	12.82	1,225,457
Band 13	5,097.729	9.23	47,052
Band 14	61,385.185	9.97	612,010
Band 15	178,966.147	9.94	1,778,924
Band 17	43,278.073	9.85	426,289
Band 20	424,612.429	12.73	5,405,316
Band 46	178,788.646	9.04	1,616,249
	1,475,560.299		$ 17,482,179

197

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
Contracts in accumulation period:
Band 2	10,623.235	$ 12.42	$ 131,941
Band 4	89,628.955	12.28	1,100,644
Band 5	64,949.539	12.25	795,632
Band 6	1,998,237.874	12.19	24,358,520
Band 7	1,045,341.049	12.16	12,711,347
Band 8	989,793.459	12.11	11,986,399
Band 9	149,242.294	12.08	1,802,847
Band 10	2,444,514.817	12.05	29,456,404
Band 11	559,482.254	12.02	6,724,977
Band 12	200,318.550	11.99	2,401,819
Band 13	1,037,305.389	11.96	12,406,172
Band 14	1,597,899.175	11.91	19,030,979
Band 15	899,945.241	11.88	10,691,349
Band 16	104,722.030	11.82	1,237,814
Band 17	1,212,113.472	11.79	14,290,818
Band 18	11,245.914	11.76	132,252
Band 19	47,970.798	11.71	561,738
Band 20	516,453.677	11.93	6,161,292
Band 21	162,705.759	11.85	1,928,063
Band 25	28,329.604	12.48	353,553
Band 26	97,947.269	12.45	1,219,443
Band 27	17,094.372	12.28	209,919
Band 28	11,193.530	12.19	136,449
Band 29	37,044.763	12.16	450,464
Band 30	10,376.606	11.99	124,416
Band 31	14,352.679	11.90	170,797
Band 35	17,171.502	7.35	126,211
Band 38	152,027.906	9.87	1,500,515
Band 39	53,609.619	7.29	390,814
Band 40	2,839.398	7.28	20,671
Band 41	16,482.380	11.99	197,624
Band 42	3,857.699	11.88	45,829
Band 43	19,486.707	11.80	229,943
Band 45	3,726.871	11.51	42,896
Band 46	830,080.622	11.74	9,745,147
Band 47	114,811.639	11.65	1,337,556
Band 50	14,212.468	9.60	136,440
Band 51	5,134.648	9.50	48,779
Band 52	1,147.868	9.72	11,157
Band 55	3,668.372	9.68	35,510
Band 56	188,261.183	7.20	1,355,481
Band 57	7,167.087	7.12	51,030
Band 59	5,493.339	7.04	38,673
	14,798,011.612		$ 175,890,324

198

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
Contracts in accumulation period:
Band 1	4,530.625	$ 27.18	$ 123,142
Band 2	58,012.488	26.36	1,529,209
Band 3	2,110.277	24.98	52,715
Band 4	222,308.994	25.37	5,639,979
Band 5	171,112.059	25.18	4,308,602
Band 6	4,421,884.942	24.80	109,662,747
Band 7	3,182,051.155	24.60	78,278,458
Band 8	2,710,245.542	24.22	65,642,147
Band 9	548,065.358	24.04	13,175,491
Band 10	3,389,866.763	23.85	80,848,322
Band 11	3,747,180.865	23.67	88,695,771
Band 12	1,002,839.803	23.49	23,556,707
Band 13	2,752,674.318	23.30	64,137,312
Band 14	3,772,669.105	22.95	86,582,756
Band 15	1,093,601.488	22.77	24,901,306
Band 16	162,808.102	22.42	3,650,158
Band 17	1,808,651.374	22.24	40,224,407
Band 18	80,892.988	22.07	1,785,308
Band 19	197,319.476	21.73	4,287,752
Band 20	1,148,612.837	23.12	26,555,929
Band 21	314,451.990	22.59	7,103,470
Band 22	373.797	25.37	9,483
Band 23	5,284.892	24.80	131,065
Band 24	243.703	28.47	6,938
Band 25	58,087.423	26.77	1,555,000
Band 26	315,850.965	26.57	8,392,160
Band 27	180,492.545	25.36	4,577,291
Band 28	65,859.762	24.78	1,632,005
Band 29	173,790.401	24.59	4,273,506
Band 30	88,165.083	23.48	2,070,116
Band 31	51,059.052	22.94	1,171,295
Band 32	1,684.355	21.93	36,938
Band 33	1,311.065	21.26	27,873
Band 34	11,840.847	20.77	245,934
Band 35	57,660.518	27.40	1,579,898
Band 36	9,219.573	26.57	244,964
Band 37	19,344.969	25.96	502,195
Band 38	360,426.521	12.53	4,516,144
Band 39	45,829.677	12.37	566,913
Band 40	11,791.879	12.25	144,451
Band 41	58,482.613	11.70	684,247
Band 42	87,877.216	11.55	1,014,982
Band 43	229,624.253	11.44	2,626,901
Band 44	29,198.756	10.50	306,587
Band 45	16,051.524	10.33	165,812
Band 46	2,024,318.595	9.91	20,060,997

199

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 47	440,885.926	$ 9.84	$ 4,338,318
Band 49	93,649.533	8.98	840,973
Band 50	853.746	9.98	8,520
Band 51	2,682.637	9.87	26,478
Band 55	162.660	10.07	1,638
Band 56	530,782.616	9.17	4,867,277
Band 57	36,893.323	9.07	334,622
Band 58	3,762.217	9.03	33,973
	35,805,433.191		$ 797,737,182
ING MFS Total Return Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	376,458.064	$ 12.80	$ 4,818,663
Band 7	13,955.477	12.75	177,932
Band 8	3,728.670	12.65	47,168
Band 10	389,813.657	12.56	4,896,060
Band 11	23,196.458	12.51	290,188
Band 12	205,467.176	12.47	2,562,176
Band 13	15,979.493	10.04	160,434
Band 14	92,883.849	10.59	983,640
Band 15	400,391.017	10.56	4,228,129
Band 17	190,190.329	10.47	1,991,293
Band 20	857,842.630	12.37	10,611,513
Band 46	363,138.221	9.84	3,573,280
	2,933,045.041		$ 34,340,476
ING MFS Utilities Portfolio - Service Class
Contracts in accumulation period:
Band 2	21,266.245	$ 15.13	$ 321,758
Band 4	135,373.484	14.95	2,023,834
Band 5	23,710.753	14.92	353,764
Band 6	4,073,464.782	14.85	60,490,952
Band 7	1,617,462.683	14.81	23,954,622
Band 8	3,087,314.066	14.74	45,507,009
Band 9	268,883.322	14.71	3,955,274
Band 10	4,073,508.536	14.67	59,758,370
Band 11	1,059,649.781	14.64	15,513,273
Band 12	243,983.400	14.60	3,562,158
Band 13	1,755,807.425	14.57	25,582,114
Band 14	2,538,122.966	14.50	36,802,783
Band 15	2,474,999.044	14.46	35,788,486
Band 16	240,057.380	14.40	3,456,826
Band 17	2,993,391.931	14.36	42,985,108
Band 18	60,935.842	14.33	873,211
Band 19	107,096.628	14.26	1,527,198
Band 20	837,613.378	14.53	12,170,522
Band 21	134,110.993	14.43	1,935,222
Band 25	4,613.752	15.20	70,129

200

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 (continued)
Band 26	193,722.409	$ 15.17	$ 2,938,769
Band 27	65,726.674	14.95	982,614
Band 28	33,319.857	14.85	494,800
Band 29	178,953.426	14.81	2,650,300
Band 30	51,116.208	14.60	746,297
Band 31	16,107.387	14.50	233,557
Band 35	24,147.926	8.69	209,845
Band 36	1,533.127	8.66	13,277
Band 38	318,951.138	12.63	4,028,353
Band 39	148,410.289	8.62	1,279,297
Band 40	14,514.827	8.59	124,682
Band 41	38,548.072	14.61	563,187
Band 42	29,198.189	14.47	422,498
Band 43	89,756.147	14.37	1,289,796
Band 44	4,373.105	14.12	61,748
Band 45	7,951.081	14.02	111,474
Band 46	1,314,356.006	14.29	18,782,147
Band 47	172,920.085	14.19	2,453,736
Band 50	3,809.805	12.36	47,089
Band 51	5,428.515	12.23	66,391
Band 52	652.169	12.51	8,159
Band 54	1,615.544	12.27	19,823
Band 55	3,811.851	12.47	47,534
Band 56	293,089.698	8.22	2,409,197
Band 57	6,968.973	8.13	56,658
Band 59	3,548.810	8.04	28,532
Band 60	415.514	8.15	3,386
	28,774,313.223		$ 416,705,759
ING Oppenheimer Active Allocation Portfolio - Service
Class
Contracts in accumulation period:
Band 6	563,862.886	$ 10.65	$ 6,005,140
Band 7	53,380.793	10.64	567,972
Band 8	152,220.363	10.63	1,618,102
Band 9	4,842.927	10.62	51,432
Band 10	782,866.327	10.61	8,306,212
Band 11	60,085.671	10.61	637,509
Band 12	6,048.064	10.60	64,109
Band 13	128,611.444	10.59	1,361,995
Band 14	42,405.852	10.58	448,654
Band 15	144,301.805	10.57	1,525,270
Band 16	11,143.748	10.56	117,678
Band 17	79,444.484	10.55	838,139
Band 18	547.171	10.54	5,767
Band 19	412.225	10.53	4,341
Band 20	36,202.940	10.58	383,027
Band 21	6,388.166	10.56	67,459

201

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Oppenheimer Active Allocation Portfolio - Service
Class (continued)
Band 26	628.431	$ 12.98	$ 8,157
Band 27	593.066	12.95	7,680
Band 30	957.638	12.90	12,354
Band 31	1,052.860	12.89	13,571
Band 43	314.499	12.87	4,048
Band 46	102,133.104	10.53	1,075,462
Band 47	13,619.738	10.51	143,143
Band 56	22,758.154	10.68	243,057
Band 57	2,216.877	10.61	23,521
	2,217,039.233		$ 23,533,799
ING PIMCO High Yield Portfolio - Service Class
Contracts in accumulation period:
Band 1	53.883	$ 14.47	$ 780
Band 2	26,852.774	13.96	374,865
Band 4	184,807.749	13.76	2,542,955
Band 5	186,391.063	13.72	2,557,285
Band 6	3,386,303.760	13.65	46,223,046
Band 7	3,043,265.760	13.61	41,418,847
Band 8	1,781,394.756	13.53	24,102,271
Band 9	459,466.901	13.49	6,198,208
Band 10	2,721,625.346	13.45	36,605,861
Band 11	2,591,192.543	13.41	34,747,892
Band 12	886,424.940	13.37	11,851,501
Band 13	2,426,606.377	13.33	32,346,663
Band 14	4,670,488.713	13.26	61,930,680
Band 15	908,646.851	13.22	12,012,311
Band 16	150,448.049	13.14	1,976,887
Band 17	1,766,268.606	13.11	23,155,781
Band 18	39,930.086	13.07	521,886
Band 19	245,520.348	12.99	3,189,309
Band 20	1,489,966.911	13.29	19,801,660
Band 21	317,554.680	13.18	4,185,371
Band 24	223.473	14.37	3,211
Band 25	31,733.356	14.04	445,536
Band 26	353,312.982	14.00	4,946,382
Band 27	115,216.879	13.76	1,585,384
Band 28	77,167.253	13.64	1,052,561
Band 29	214,385.379	13.60	2,915,641
Band 30	73,311.743	13.37	980,178
Band 31	78,581.121	13.26	1,041,986
Band 32	244.823	13.04	3,192
Band 33	884.507	12.89	11,401
Band 35	112,327.246	13.28	1,491,706
Band 36	17,364.248	13.16	228,514
Band 37	14,907.184	13.07	194,837

202

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
(continued)
Band 38	272,773.013	$ 13.13	$ 3,581,510
Band 39	50,455.264	13.00	655,918
Band 40	35,609.029	12.91	459,713
Band 41	55,449.833	13.38	741,919
Band 42	50,407.572	13.22	666,388
Band 43	123,846.253	13.11	1,623,624
Band 44	14,505.460	12.84	186,250
Band 45	13,011.013	12.73	165,630
Band 46	763,580.891	12.13	9,262,236
Band 47	135,645.155	12.04	1,633,168
Band 51	481.897	11.92	5,744
Band 55	22,613.628	12.16	274,982
Band 56	15,893.071	11.36	180,545
Band 57	224.276	11.24	2,521
Band 60	409.899	11.26	4,615
	29,927,776.544		$ 400,089,351
ING PIMCO Total Return Bond Portfolio - Service
Class
Contracts in accumulation period:
Band 1	2,469.286	$ 19.27	$ 47,583
Band 2	120,741.717	18.68	2,255,455
Band 3	3,213.278	17.70	56,875
Band 4	654,166.093	17.98	11,761,906
Band 5	348,169.474	17.84	6,211,343
Band 6	22,106,765.650	17.57	388,415,872
Band 7	9,036,504.594	17.44	157,596,640
Band 8	12,123,137.800	17.17	208,154,276
Band 9	1,652,663.263	17.04	28,161,382
Band 10	38,979,543.600	16.90	658,754,287
Band 11	7,446,561.192	16.77	124,878,831
Band 12	2,035,987.059	16.64	33,878,825
Band 13	12,599,338.500	16.52	208,141,072
Band 14	15,005,994.910	16.26	243,997,477
Band 15	11,773,902.030	16.14	190,030,779
Band 16	1,354,370.604	15.89	21,520,949
Band 17	11,617,186.750	15.76	183,086,863
Band 18	228,327.396	15.64	3,571,040
Band 19	635,850.083	15.40	9,792,091
Band 20	4,546,566.153	16.39	74,518,219
Band 21	921,982.846	16.01	14,760,945
Band 25	59,328.615	18.98	1,126,057
Band 26	1,580,125.155	18.83	29,753,757
Band 27	444,580.290	17.98	7,993,554
Band 28	143,873.257	17.56	2,526,414
Band 29	1,002,955.750	17.43	17,481,519
Band 30	417,083.735	16.64	6,940,273
Band 31	203,467.287	16.26	3,308,378

203

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING PIMCO Total Return Bond Portfolio - Service
Class (continued)
Band 32	980.988	$ 15.54	$ 15,245
Band 33	716.961	15.07	10,805
Band 34	1,084.186	14.72	15,959
Band 35	115,188.827	19.42	2,236,967
Band 36	19,578.814	18.83	368,669
Band 37	5,040.890	18.40	92,752
Band 38	1,711,392.568	14.09	24,113,521
Band 39	75,349.018	13.91	1,048,105
Band 40	33,529.036	13.78	462,030
Band 41	200,808.590	13.46	2,702,884
Band 42	186,651.977	13.29	2,480,605
Band 43	802,449.250	13.16	10,560,232
Band 44	24,999.945	12.65	316,249
Band 45	45,328.498	12.50	566,606
Band 46	17,216,895.920	12.43	214,006,016
Band 47	2,340,748.649	12.34	28,884,838
Band 50	22,196.025	12.88	285,885
Band 51	11,152.237	12.74	142,079
Band 52	5,804.847	13.04	75,695
Band 53	1,350.690	12.92	17,451
Band 55	120,734.995	12.99	1,568,348
Band 56	4,347,021.670	11.50	49,990,749
Band 57	269,516.602	11.37	3,064,404
Band 58	3,082.341	11.31	34,861
Band 59	15,576.940	11.25	175,241
Band 60	30,218.134	11.39	344,185
Band 64	6,396.913	11.14	71,262
	184,658,651.878		$ 2,982,374,305
ING PIMCO Total Return Bond Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	1,119,652.695	$ 14.04	$ 15,719,924
Band 7	59,773.312	13.99	836,229
Band 8	1,881.543	13.88	26,116
Band 10	877,332.181	13.78	12,089,637
Band 11	22,426.795	13.73	307,920
Band 12	399,811.964	13.68	5,469,428
Band 13	5,129.527	12.59	64,581
Band 14	212,450.929	12.59	2,674,757
Band 15	397,374.934	12.56	4,991,029
Band 17	264,271.083	12.45	3,290,175
Band 20	1,495,512.175	13.58	20,309,055
Band 46	658,203.365	12.33	8,115,647
	5,513,820.503		$ 73,894,498

204

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	801.905	$ 10.51	$ 8,428
Band 3	782.323	10.34	8,089
Band 4	37,919.164	10.39	393,980
Band 5	44,413.709	10.37	460,570
Band 6	854,149.079	10.32	8,814,818
Band 7	413,572.924	10.29	4,255,665
Band 8	176,349.188	10.24	1,805,816
Band 9	24,114.753	10.22	246,453
Band 10	529,026.887	10.20	5,396,074
Band 11	230,035.827	10.17	2,339,464
Band 12	153,889.023	10.15	1,561,974
Band 13	317,217.942	10.12	3,210,246
Band 14	708,199.100	10.08	7,138,647
Band 15	192,047.992	10.05	1,930,082
Band 16	18,698.289	10.00	186,983
Band 17	362,013.922	9.98	3,612,899
Band 18	8,372.341	9.96	83,389
Band 19	63,047.430	9.91	624,800
Band 20	321,785.003	10.10	3,250,029
Band 21	48,404.216	10.03	485,494
Band 25	3,120.984	10.56	32,958
Band 26	43,068.965	10.54	453,947
Band 27	37,521.844	10.39	389,852
Band 28	14,656.643	10.32	151,257
Band 29	8,899.726	10.29	91,578
Band 30	8,288.250	10.15	84,126
Band 31	7,846.094	10.07	79,010
Band 35	28,869.547	10.64	307,172
Band 36	4,056.117	10.54	42,751
Band 38	144,666.044	10.51	1,520,440
Band 39	17,077.732	10.42	177,950
Band 40	26,680.789	10.34	275,879
Band 41	8,711.666	10.15	88,423
Band 42	10,596.948	10.05	106,499
Band 43	22,735.911	9.98	226,904
Band 45	773.652	9.74	7,535
Band 46	144,622.222	9.93	1,436,099
Band 47	43,893.359	9.86	432,789
Band 50	528.172	9.06	4,785
Band 55	3,068.319	9.14	28,044
Band 56	24,453.675	8.39	205,166
	5,108,977.676		$ 51,957,064

205

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:	3,292.864	$ 10.41	$ 34,279
Contracts in accumulation period:
Band 1	5,688.834	9.65	54,897
Band 2	662,017.294	10.41	6,891,600
Band 3	15,132.919	10.24	154,961
Band 4	215,278.196	10.29	2,215,213
Band 5	209,565.796	10.27	2,152,241
Band 6	7,406,983.972	10.22	75,699,376
Band 7	4,815,833.974	10.19	49,073,348
Band 8	3,645,386.555	10.15	37,000,674
Band 9	624,996.352	10.12	6,324,963
Band 10	6,741,283.171	10.10	68,086,960
Band 11	4,040,542.033	10.07	40,688,258
Band 12	1,113,811.046	10.05	11,193,801
Band 13	3,455,150.764	10.03	34,655,162
Band 14	7,096,384.559	9.98	70,821,918
Band 15	2,425,716.853	9.96	24,160,140
Band 16	240,950.653	9.91	2,387,821
Band 17	3,905,405.385	9.88	38,585,405
Band 18	75,743.683	9.86	746,833
Band 19	289,414.228	9.81	2,839,154
Band 20	3,593,509.169	10.00	35,935,092
Band 21	435,282.890	9.93	4,322,359
Band 25	38,487.554	10.46	402,580
Band 26	186,703.022	10.44	1,949,180
Band 27	53,431.556	10.29	549,811
Band 28	78,711.264	10.22	804,429
Band 29	112,756.304	10.19	1,148,987
Band 30	15,554.910	10.05	156,327
Band 31	16,771.351	9.98	167,378
Band 35	84,777.975	10.54	893,560
Band 36	21,278.753	10.44	222,150
Band 37	10,700.959	10.36	110,862
Band 38	861,689.108	10.41	8,970,184
Band 39	272,657.796	10.32	2,813,828
Band 40	50,579.449	10.24	517,934
Band 41	32,542.167	10.05	327,049
Band 42	48,932.007	9.96	487,363
Band 43	102,019.213	9.89	1,008,970
Band 44	23,400.431	9.72	227,452
Band 45	5,377.738	9.65	51,895
Band 46	2,596,008.375	9.84	25,544,722
Band 47	253,469.724	9.77	2,476,399
Band 50	10,270.326	9.44	96,952
Band 51	5,503.887	9.34	51,406
Band 52	320.192	9.56	3,061

206

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
(continued)
Band 54	1,221.444	$ 9.37	$ 11,445
Band 55	3,321.119	9.52	31,617
Band 56	113,718.241	8.60	977,977
Band 57	1,290.452	8.51	10,982
Band 59	6,308.567	8.41	53,055
	56,025,175.074		$ 564,092,010
ING Retirement Conservative Portfolio - Adviser Class
Contracts in accumulation period:
Band 4	177,020.058	$ 8.32	$ 1,472,807
Band 5	35,527.808	8.32	295,591
Band 6	5,981,757.107	8.32	49,768,219
Band 7	1,878,967.059	8.31	15,614,216
Band 8	2,936,003.463	8.31	24,398,189
Band 9	739,059.384	8.31	6,141,583
Band 10	9,235,049.899	8.31	76,743,265
Band 11	2,377,555.350	8.31	19,757,485
Band 12	363,340.220	8.31	3,019,357
Band 13	2,703,689.387	8.31	22,467,659
Band 14	4,001,873.930	8.31	33,255,572
Band 15	4,777,186.535	8.31	39,698,420
Band 16	375,196.928	8.30	3,114,135
Band 17	3,962,575.789	8.30	32,889,379
Band 18	101,490.506	8.30	842,371
Band 19	62,202.486	8.30	516,281
Band 20	958,878.078	8.31	7,968,277
Band 21	152,049.335	8.30	1,262,009
Band 26	95,905.457	8.32	797,933
Band 27	62,442.411	8.32	519,521
Band 28	25,677.805	8.32	213,639
Band 29	41,508.558	8.31	344,936
Band 30	11,998.677	8.31	99,709
Band 31	5,517.554	8.31	45,851
Band 38	327,307.891	8.32	2,723,202
Band 41	22,742.492	8.31	188,990
Band 42	685.217	8.31	5,694
Band 43	116,720.258	8.30	968,778
Band 46	4,249,497.187	8.30	35,270,827
Band 47	480,746.208	8.30	3,990,194
Band 55	7,427.824	8.31	61,725
Band 56	1,740,778.668	8.32	14,483,279
Band 57	183,415.812	8.31	1,524,185
	48,191,795.341		$ 400,463,278




207

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Retirement Growth Portfolio - Adviser Class
Contracts in accumulation period:
Band 2	22,580.606	$ 9.38	$ 211,806
Band 4	2,496,596.701	9.38	23,418,077
Band 5	139,459.203	9.37	1,306,733
Band 6	79,472,323.490	9.37	744,655,671
Band 7	12,837,061.860	9.37	120,283,270
Band 8	44,077,032.390	9.37	413,001,793
Band 9	5,062,790.202	9.37	47,438,344
Band 10	98,222,251.470	9.37	920,342,496
Band 11	10,541,769.680	9.37	98,776,382
Band 12	1,317,405.704	9.37	12,344,091
Band 13	27,999,678.920	9.36	262,076,995
Band 14	33,987,766.670	9.36	318,125,496
Band 15	44,762,701.090	9.36	418,978,882
Band 16	2,823,928.141	9.36	26,431,967
Band 17	46,107,119.680	9.36	431,562,640
Band 18	65,376.802	9.36	611,927
Band 19	1,001,792.388	9.36	9,376,777
Band 20	11,143,360.170	9.36	104,301,851
Band 21	2,682,985.476	9.36	25,112,744
Band 26	1,279,078.221	9.38	11,997,754
Band 27	532,728.781	9.38	4,996,996
Band 28	276,321.003	9.37	2,589,128
Band 29	670,674.123	9.37	6,284,217
Band 30	327,572.180	9.37	3,069,351
Band 31	97,900.054	9.36	916,345
Band 32	1,803.705	9.36	16,883
Band 38	3,290,023.450	9.38	30,860,420
Band 41	795,067.112	9.37	7,449,779
Band 42	135,250.573	9.36	1,265,945
Band 43	2,154,914.557	9.36	20,170,000
Band 44	6,381.049	9.35	59,663
Band 45	63,012.380	9.35	589,166
Band 46	36,726,556.240	9.36	343,760,566
Band 47	3,683,496.429	9.35	34,440,692
Band 50	343,711.241	9.36	3,217,137
Band 51	119,374.962	9.36	1,117,350
Band 52	559.869	9.37	5,246
Band 53	3,700.378	9.37	34,673
Band 55	274,467.543	9.37	2,571,761
Band 56	8,481,818.349	9.38	79,559,456
Band 57	66,240.191	9.37	620,671
Band 58	6,769.636	9.36	63,364
Band 59	94,422.355	9.36	883,793
Band 62	21,389.207	9.36	200,203
Band 64	8,328.464	9.36	77,954
	484,225,542.695		$ 4,535,176,455

208

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Retirement Moderate Growth Portfolio - Adviser
Class
Contracts in accumulation period:
Band 2	58,935.549	$ 9.64	$ 568,139
Band 4	2,859,153.885	9.63	27,533,652
Band 5	64,028.398	9.63	616,593
Band 6	48,787,780.740	9.63	469,826,329
Band 7	9,436,744.242	9.63	90,875,847
Band 8	25,122,621.420	9.63	241,930,844
Band 9	5,736,069.443	9.63	55,238,349
Band 10	70,210,170.410	9.63	676,123,941
Band 11	9,960,272.503	9.63	95,917,424
Band 12	746,997.379	9.62	7,186,115
Band 13	14,888,748.830	9.62	143,229,764
Band 14	23,599,315.240	9.62	227,025,413
Band 15	27,731,126.720	9.62	266,773,439
Band 16	2,018,819.001	9.62	19,421,039
Band 17	25,349,683.230	9.62	243,863,953
Band 18	83,117.679	9.62	799,592
Band 19	741,694.900	9.61	7,127,688
Band 20	7,294,923.040	9.62	70,177,160
Band 21	2,606,551.952	9.62	25,075,030
Band 26	985,235.970	9.64	9,497,675
Band 27	584,385.742	9.63	5,627,635
Band 28	266,145.561	9.63	2,562,982
Band 29	934,030.450	9.63	8,994,713
Band 30	397,266.553	9.62	3,821,704
Band 31	120,944.580	9.62	1,163,487
Band 34	5,452.354	9.61	52,397
Band 38	2,914,161.987	9.64	28,092,522
Band 41	429,195.205	9.62	4,128,858
Band 42	147,706.428	9.62	1,420,936
Band 43	1,860,585.565	9.62	17,898,833
Band 44	2,672.020	9.61	25,678
Band 45	247,211.690	9.61	2,375,704
Band 46	24,379,245.800	9.62	234,528,345
Band 47	2,239,685.759	9.61	21,523,380
Band 50	98,435.905	9.62	946,953
Band 51	52,822.574	9.62	508,153
Band 52	6,119.097	9.63	58,927
Band 53	6,854.684	9.63	66,011
Band 55	158,365.054	9.63	1,525,055
Band 56	9,605,014.855	9.64	92,592,343
Band 57	113,247.296	9.63	1,090,571
Band 58	29,083.808	9.62	279,786
Band 59	21,969.680	9.61	211,129
Band 60	2,385.162	9.63	22,969
Band 62	6,045.674	9.62	58,159
Band 64	24,710.172	9.62	237,712
	322,935,734.186		$ 3,108,622,928

209

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Retirement Moderate Portfolio - Adviser Class
Contracts in accumulation period:
Band 2	20,856.836	$ 9.87	$ 205,857
Band 4	1,531,154.246	9.86	15,097,181
Band 5	54,725.385	9.86	539,592
Band 6	25,879,317.380	9.86	255,170,069
Band 7	6,824,537.187	9.86	67,289,937
Band 8	13,291,121.090	9.86	131,050,454
Band 9	3,745,705.590	9.86	36,932,657
Band 10	36,618,476.940	9.86	361,058,183
Band 11	6,380,868.547	9.85	62,851,555
Band 12	958,263.431	9.85	9,438,895
Band 13	9,835,816.956	9.85	96,882,797
Band 14	13,586,124.360	9.85	133,823,325
Band 15	13,459,100.460	9.85	132,572,140
Band 16	1,381,170.808	9.85	13,604,532
Band 17	13,018,645.770	9.85	128,233,661
Band 18	40,130.451	9.85	395,285
Band 19	889,779.820	9.84	8,755,433
Band 20	5,966,131.945	9.85	58,766,400
Band 21	1,965,109.137	9.85	19,356,325
Band 26	961,001.260	9.87	9,485,082
Band 27	596,470.583	9.86	5,881,200
Band 28	132,099.636	9.86	1,302,502
Band 29	651,120.157	9.86	6,420,045
Band 30	329,628.543	9.85	3,246,841
Band 31	150,309.307	9.85	1,480,547
Band 32	5,122.963	9.84	50,410
Band 34	13,532.687	9.84	133,162
Band 38	1,820,199.569	9.87	17,965,370
Band 41	242,682.544	9.85	2,390,423
Band 42	116,934.473	9.85	1,151,805
Band 43	1,519,505.755	9.85	14,967,132
Band 45	31,260.879	9.84	307,607
Band 46	14,101,197.380	9.84	138,755,782
Band 47	1,842,612.570	9.84	18,131,308
Band 51	73,893.509	9.85	727,851
Band 52	23,989.996	9.86	236,541
Band 53	18,382.058	9.85	181,063
Band 55	71,812.024	9.86	708,067
Band 56	7,871,000.946	9.87	77,686,779
Band 57	76,943.370	9.85	757,892
Band 58	2,153.313	9.85	21,210
Band 59	15,966.618	9.84	157,112
Band 60	53,406.297	9.86	526,586
Band 64	47,720.789	9.85	470,050
	186,215,983.565		$ 1,835,166,645

210

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:	6,563.445	$ 50.06	$ 328,566
Contracts in accumulation period:
Band 1	14,732.578	52.21	769,188
Band 2	261,315.064	50.06	13,081,432
Band 3	10,790.484	46.48	501,542
Band 4	219,556.159	47.55	10,439,895
Band 5	172,460.332	46.99	8,103,911
Band 6	8,156,297.601	46.07	375,760,630
Band 7	3,886,619.257	45.52	176,918,909
Band 8	4,481,696.157	44.63	200,018,099
Band 9	520,599.062	44.09	22,953,213
Band 10	9,553,986.926	43.63	416,840,450
Band 11	3,402,776.606	43.17	146,897,866
Band 12	1,034,928.253	42.71	44,201,786
Band 13	4,426,485.121	42.26	187,063,261
Band 14	5,180,368.175	41.37	214,311,831
Band 15	3,340,970.466	40.93	136,745,921
Band 16	402,211.652	40.07	16,116,621
Band 17	3,935,944.698	39.64	156,020,848
Band 18	114,116.970	39.22	4,475,668
Band 19	421,088.037	38.39	16,165,570
Band 20	2,013,479.193	41.81	84,183,565
Band 21	345,677.429	40.49	13,996,479
Band 25	57,161.168	51.14	2,923,222
Band 26	851,173.912	12.28	10,452,416
Band 27	322,872.312	12.10	3,906,755
Band 28	120,656.146	12.02	1,450,287
Band 29	616,265.875	11.99	7,389,028
Band 30	98,550.640	11.82	1,164,869
Band 31	61,717.810	11.73	723,950
Band 32	1,359.766	11.57	15,732
Band 34	224.972	11.38	2,560
Band 35	274,001.054	9.66	2,646,850
Band 36	53,435.187	9.62	514,046
Band 37	8,709.878	9.60	83,615
Band 38	3,320,290.724	10.96	36,390,386
Band 39	390,444.570	9.58	3,740,459
Band 40	129,951.940	9.56	1,242,341
Band 41	182,634.962	11.82	2,158,745
Band 42	36,054.667	11.71	422,200
Band 43	440,987.592	11.63	5,128,686
Band 44	47,193.942	11.43	539,427
Band 45	71,833.379	11.35	815,309
Band 46	12,156,423.260	11.31	137,489,147
Band 47	2,019,408.072	11.22	22,657,759
Band 49	378,752.947	9.48	3,590,578
Band 50	13,053.963	10.68	139,416

211

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 51	43,919.799	$ 10.57	$ 464,232
Band 52	47,903.903	10.82	518,320
Band 53	4,626.990	10.72	49,601
Band 54	4,292.894	10.61	45,548
Band 55	30,765.883	10.78	331,656
Band 56	1,839,310.048	9.76	17,951,666
Band 57	127,731.531	9.65	1,232,609
Band 58	6,370.016	9.60	61,152
Band 59	47,548.771	9.54	453,615
Band 60	90,601.858	9.67	876,120
Band 62	4,138.860	9.56	39,568
Band 64	23,150.217	9.45	218,770
	75,826,183.173		$ 2,513,725,891
ING T. Rowe Price Capital Appreciation Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	1,054,082.832	$ 16.31	$ 17,192,091
Band 7	1,158.480	16.25	18,825
Band 10	735,032.588	16.01	11,767,872
Band 11	12,954.147	15.96	206,748
Band 12	484,547.270	15.90	7,704,302
Band 13	4,564.531	11.45	52,264
Band 14	170,855.366	12.65	2,161,320
Band 15	727,309.754	12.61	9,171,376
Band 17	261,107.694	12.50	3,263,846
Band 20	1,419,849.556	15.78	22,405,226
Band 46	839,113.684	11.22	9,414,856
	5,710,575.902		$ 83,358,726
ING T. Rowe Price Equity Income Portfolio - Service
Class
Currently payable annuity contracts:	5,246.510	$29.69 to $30.97	$ 155,947
Contracts in accumulation period:
Band 1	48,312.364	30.97	1,496,234
Band 2	620,674.924	29.69	18,427,838
Band 3	6,789.474	27.56	187,118
Band 4	157,776.931	28.20	4,449,309
Band 5	106,678.456	27.87	2,973,129
Band 6	3,153,961.265	27.32	86,166,222
Band 7	2,517,735.105	27.00	67,978,848
Band 8	1,703,061.009	26.47	45,080,025
Band 9	267,380.830	26.15	6,992,009
Band 10	2,949,818.061	25.87	76,311,793
Band 11	2,038,277.555	25.60	52,179,905
Band 12	601,837.628	25.33	15,244,547
Band 13	1,863,853.705	25.06	46,708,174
Band 14	3,248,846.673	24.53	79,694,209
Band 15	923,809.280	24.27	22,420,851
Band 16	123,909.560	23.76	2,944,091

212

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 17	1,628,920.348	$ 23.51	$ 38,295,917
Band 18	54,764.794	23.26	1,273,829
Band 19	182,388.000	22.77	4,152,975
Band 20	1,191,045.244	24.80	29,537,922
Band 21	240,199.147	24.02	5,769,584
Band 24	42.500	32.99	1,402
Band 25	32,102.937	30.33	973,682
Band 26	303,467.504	10.97	3,329,039
Band 27	95,005.929	10.78	1,024,164
Band 28	58,829.313	10.69	628,885
Band 29	170,972.297	10.66	1,822,565
Band 30	62,823.645	10.47	657,764
Band 31	21,599.026	10.38	224,198
Band 33	367.348	10.09	3,707
Band 35	34,506.288	10.25	353,689
Band 36	15,718.029	10.15	159,538
Band 37	56,995.820	10.08	574,518
Band 38	539,838.793	10.12	5,463,169
Band 39	96,535.974	10.03	968,256
Band 40	63,325.207	9.96	630,719
Band 41	30,362.294	10.48	318,197
Band 42	57,879.897	10.36	599,636
Band 43	129,247.247	10.27	1,327,369
Band 44	9,756.398	10.06	98,149
Band 45	4,741.391	9.89	46,892
Band 46	1,974,299.784	9.35	18,459,703
Band 47	271,136.761	9.28	2,516,149
Band 50	2,118.177	8.99	19,042
Band 51	6,569.212	8.90	58,466
Band 52	2,824.851	9.11	25,734
Band 55	1,054.218	9.07	9,562
Band 56	476,075.119	8.26	3,932,380
Band 57	140.400	8.17	1,147
Band 60	413.990	8.18	3,386
	28,154,037.212		$ 652,671,583
ING T. Rowe Price Equity Income Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	404,604.444	$ 12.99	$ 5,255,812
Band 8	574.006	12.85	7,376
Band 10	252,739.977	12.76	3,224,962
Band 11	29,238.555	12.71	371,622
Band 12	113,260.231	12.66	1,433,875
Band 14	47,817.317	10.30	492,518
Band 15	174,114.838	10.27	1,788,159
Band 17	87,875.563	10.18	894,573
Band 20	557,445.695	12.57	7,007,092
Band 46	211,886.222	9.28	1,966,304
	1,879,556.848		$ 22,442,293

213

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:	933.162	$ 22.21	$ 20,726
Contracts in accumulation period:
Band 1	4,208.371	22.99	96,750
Band 2	327,310.988	22.21	7,269,577
Band 3	7,238.561	20.91	151,358
Band 4	123,651.489	21.26	2,628,831
Band 5	68,506.649	21.05	1,442,065
Band 6	1,694,620.944	20.71	35,095,600
Band 7	1,427,682.739	20.50	29,267,496
Band 8	1,571,330.990	20.18	31,709,459
Band 9	308,065.201	19.97	6,152,062
Band 10	1,778,534.689	19.80	35,214,987
Band 11	828,442.875	19.63	16,262,334
Band 12	357,835.627	19.46	6,963,481
Band 13	1,191,388.501	19.29	22,981,884
Band 14	1,857,874.122	18.95	35,206,715
Band 15	516,157.424	18.79	9,698,598
Band 16	73,340.138	18.46	1,353,859
Band 17	1,074,690.286	18.30	19,666,832
Band 18	22,182.478	18.14	402,390
Band 19	78,638.864	17.82	1,401,345
Band 20	606,330.660	19.12	11,593,042
Band 21	169,445.838	18.62	3,155,082
Band 25	60,939.863	22.56	1,374,803
Band 26	119,982.586	11.06	1,327,007
Band 27	16,284.608	10.91	177,665
Band 28	22,195.194	10.83	240,374
Band 29	47,082.284	10.80	508,489
Band 30	5,861.631	10.65	62,426
Band 31	4,561.498	10.57	48,215
Band 32	188.827	10.43	1,969
Band 33	971.387	10.33	10,034
Band 34	69.666	10.25	714
Band 38	131,378.748	9.26	1,216,567
Band 41	48,558.888	10.65	517,152
Band 42	4,369.228	10.55	46,095
Band 43	18,289.342	10.48	191,672
Band 45	2,622.332	10.22	26,800
Band 46	979,337.403	10.04	9,832,548
Band 47	140,460.040	9.96	1,398,982
Band 50	8,293.588	9.04	74,974
Band 51	1,050.933	8.94	9,395
Band 52	1,286.511	9.15	11,772
Band 56	560,837.473	8.10	4,542,784
Band 59	2,904.439	7.93	23,032
Band 60	16,966.199	8.03	136,239
	16,282,903.264		$ 299,514,181

214

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	53,012.607	$ 15.22	$ 806,852
Band 7	616.175	15.16	9,341
Band 10	47,017.799	14.94	702,446
Band 12	31,488.698	14.83	466,977
Band 13	5,070.909	10.18	51,622
Band 14	9,452.101	10.60	100,192
Band 15	24,413.204	10.57	258,048
Band 17	13,435.078	10.47	140,665
Band 20	115,090.394	14.72	1,694,131
Band 46	46,309.845	9.97	461,709
	345,906.810		$ 4,691,983
ING Van Kampen Global Franchise Portfolio - Service
Class
Contracts in accumulation period:
Band 1	89.232	$ 16.29	$ 1,454
Band 2	8,949.241	16.04	143,546
Band 3	609.728	15.61	9,518
Band 4	43,936.856	15.73	691,127
Band 5	34,726.715	15.67	544,168
Band 6	2,798,686.518	15.55	43,519,575
Band 7	1,119,056.531	15.49	17,334,186
Band 8	1,168,865.717	15.37	17,965,466
Band 9	118,307.857	15.31	1,811,293
Band 10	3,370,799.643	15.25	51,404,695
Band 11	535,578.973	15.19	8,135,445
Band 12	203,385.015	15.13	3,077,215
Band 13	1,082,379.372	15.08	16,322,281
Band 14	1,910,899.464	14.96	28,587,056
Band 15	1,028,933.695	14.90	15,331,112
Band 16	117,157.272	14.78	1,731,584
Band 17	1,540,299.062	14.73	22,688,605
Band 18	9,887.864	14.67	145,055
Band 19	111,544.200	14.55	1,622,968
Band 20	581,099.087	15.02	8,728,108
Band 21	114,637.737	14.84	1,701,224
Band 25	6,720.232	16.17	108,666
Band 26	122,252.722	12.60	1,540,384
Band 27	38,388.622	12.42	476,787
Band 28	16,031.022	12.34	197,823
Band 29	105,265.556	12.31	1,295,819
Band 30	16,855.822	12.13	204,461
Band 31	8,252.665	12.04	99,362
Band 38	68,042.069	11.25	765,473
Band 41	22,165.571	12.14	269,090
Band 42	442.453	12.02	5,318
Band 43	53,870.619	11.93	642,676

215

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 45	2,826.864	$ 11.65	$ 32,933
Band 46	1,592,060.655	12.47	19,852,996
Band 47	127,892.613	12.37	1,582,032
Band 50	1,984.721	10.95	21,733
Band 51	40,403.365	10.84	437,972
Band 52	427.756	11.09	4,744
Band 53	792.948	10.99	8,714
Band 55	8,619.143	11.05	95,242
Band 56	366,477.331	9.16	3,356,932
Band 57	6,425.213	9.06	58,212
Band 59	9,574.985	8.96	85,792
Band 60	603.108	9.08	5,476
	18,516,205.834		$ 272,644,318
ING Van Kampen Global Franchise Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	694,599.707	$ 16.54	$ 11,488,679
Band 7	6,392.551	16.48	105,349
Band 8	448.048	16.36	7,330
Band 10	587,447.482	16.24	9,540,147
Band 11	12,745.933	16.18	206,229
Band 12	204,361.500	16.12	3,294,307
Band 13	8,899.502	12.62	112,312
Band 14	110,442.789	13.41	1,481,038
Band 15	674,371.246	13.37	9,016,344
Band 17	239,727.052	13.25	3,176,383
Band 20	1,016,862.396	16.00	16,269,798
Band 46	502,527.977	12.36	6,211,246
	4,058,826.183		$ 60,909,162
ING Van Kampen Global Tactical Asset Allocation
Portfolio - Service Class
Contracts in accumulation period:
Band 4	301.120	$ 9.81	$ 2,954
Band 5	32.231	12.14	391
Band 6	615,239.385	9.79	6,023,194
Band 7	189,724.445	9.79	1,857,402
Band 8	309,949.143	9.77	3,028,203
Band 10	1,397,934.363	9.76	13,643,839
Band 11	128,182.640	9.75	1,249,781
Band 12	7,856.588	9.75	76,602
Band 13	196,936.730	9.74	1,918,164
Band 14	285,272.875	9.73	2,775,705
Band 15	288,917.857	9.72	2,808,282
Band 16	2,230.295	9.71	21,656
Band 17	250,667.509	9.70	2,431,475
Band 18	217.877	9.69	2,111
Band 19	2,085.630	9.68	20,189

216

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 (continued)
Band 20	49,201.494	$ 9.73	$ 478,731
Band 21	10,835.223	9.71	105,210
Band 26	2,246.736	12.17	27,343
Band 29	3,738.062	12.13	45,343
Band 30	1,949.327	12.10	23,587
Band 31	10,054.067	12.09	121,554
Band 43	3,277.566	12.07	39,560
Band 46	428,010.618	9.69	4,147,423
Band 47	18,376.741	9.67	177,703
Band 56	74,805.939	9.82	734,594
	4,278,044.461		$ 41,760,996
ING Van Kampen Growth and Income Portfolio -
Service Class
Currently payable annuity contracts:	1,130.945	$ 28.22	$ 31,915
Contracts in accumulation period:
Band 1	2,504.208	29.16	73,023
Band 2	304,956.575	28.22	8,605,875
Band 3	8,484.068	26.64	226,016
Band 4	141,131.130	27.12	3,827,476
Band 5	83,097.701	26.87	2,232,835
Band 6	2,460,096.490	26.47	65,118,754
Band 7	1,374,452.567	26.21	36,024,402
Band 8	2,632,001.832	25.82	67,958,287
Band 9	244,106.105	25.57	6,241,793
Band 10	1,868,296.651	25.36	47,380,003
Band 11	2,935,212.781	25.16	73,849,954
Band 12	388,816.091	24.95	9,700,961
Band 13	1,432,519.247	24.74	35,440,526
Band 14	2,115,746.746	24.34	51,497,276
Band 15	572,850.617	24.14	13,828,614
Band 16	58,121.901	23.74	1,379,814
Band 17	771,480.220	23.55	18,168,359
Band 18	27,239.407	23.35	636,040
Band 19	72,769.852	22.97	1,671,524
Band 20	498,320.013	24.54	12,228,773
Band 21	119,973.205	23.94	2,872,159
Band 24	48.630	30.63	1,490
Band 25	21,011.145	28.69	602,810
Band 26	167,878.617	10.73	1,801,338
Band 27	111,061.603	10.57	1,173,921
Band 28	55,575.031	10.50	583,538
Band 29	113,355.450	10.47	1,186,832
Band 30	30,725.207	10.32	317,084
Band 31	25,385.117	10.25	260,197
Band 33	387.231	10.01	3,876
Band 38	55,381.970	9.53	527,790

217

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 41	13,546.918	$ 10.33	$ 139,940
Band 42	7,471.875	10.23	76,437
Band 43	28,727.493	10.16	291,871
Band 45	1,834.460	9.91	18,179
Band 46	1,344,337.776	10.04	13,497,151
Band 47	180,265.730	9.97	1,797,249
Band 50	567.491	9.30	5,278
Band 51	6,208.818	9.20	57,121
Band 56	108,808.975	8.42	916,172
Band 60	2,529.672	8.35	21,123
	20,388,417.561		$ 482,273,776
ING Van Kampen Growth and Income Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	552,747.741	$ 14.09	$ 7,788,216
Band 7	16,677.261	14.04	234,149
Band 8	899.658	13.93	12,532
Band 10	419,820.553	13.83	5,806,118
Band 11	12,094.319	13.78	166,660
Band 12	274,326.366	13.73	3,766,501
Band 13	13,390.374	10.17	136,180
Band 14	76,797.571	10.94	840,165
Band 15	350,081.459	10.91	3,819,389
Band 17	243,019.900	10.82	2,629,475
Band 20	1,593,162.105	13.63	21,714,799
Band 46	445,489.193	9.97	4,441,527
	3,998,506.500		$ 51,355,711
ING Wells Fargo Small Cap Disciplined Portfolio -
Service Class
Contracts in accumulation period:
Band 2	1,084.898	$ 9.41	$ 10,209
Band 4	6,431.193	9.31	59,874
Band 5	2,676.721	9.29	24,867
Band 6	261,968.090	9.25	2,423,205
Band 7	49,947.293	9.23	461,014
Band 8	137,175.067	9.20	1,262,011
Band 9	17,155.792	9.18	157,490
Band 10	456,141.056	9.16	4,178,252
Band 11	37,042.487	9.14	338,568
Band 12	17,229.510	9.12	157,133
Band 13	165,364.732	9.10	1,504,819
Band 14	147,691.916	9.06	1,338,089
Band 15	139,383.492	9.04	1,260,027
Band 16	22,159.285	9.01	199,655
Band 17	141,822.400	8.99	1,274,983
Band 18	76.668	8.97	688
Band 19	1,395.765	8.93	12,464

218

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 Class (continued)
Band 20	42,774.439	$ 9.08	$ 388,392
Band 21	13,636.622	9.02	123,002
Band 25	1,138.990	9.45	10,763
Band 26	12,290.828	9.43	115,903
Band 27	3,072.522	9.31	28,605
Band 28	676.949	9.25	6,262
Band 29	9,579.186	9.23	88,416
Band 30	3,697.455	9.12	33,721
Band 31	9,728.492	9.06	88,140
Band 38	5,124.747	8.94	45,815
Band 41	663.391	9.12	6,050
Band 42	2,009.152	9.05	18,183
Band 43	2,423.600	8.99	21,788
Band 46	70,003.823	8.95	626,534
Band 47	14,237.705	8.89	126,573
Band 56	10,865.127	12.84	139,508
	1,806,669.393		$ 16,531,003
ING Wells Fargo Small Cap Disciplined Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	2,019.212	$ 9.19	$ 18,557
Band 8	744.422	9.13	6,797
Band 10	4,719.240	9.10	42,945
Band 14	2,918.149	9.00	26,263
Band 15	4,315.084	8.98	38,749
Band 17	279.175	8.93	2,493
Band 20	27,084.243	9.02	244,300
Band 46	5,007.966	8.89	44,521
	47,087.491		$ 424,625
ING Diversified International Fund - Class R
Contracts in accumulation period:
Band 35	2,310.128	$ 8.50	$ 19,636
Band 36	3,697.994	8.44	31,211
Band 38	11,076.412	8.43	93,374
Band 39	3,751.319	8.37	31,399
Band 40	3,227.468	8.33	26,885
	24,063.321		$ 202,505
ING American Century Small-Mid Cap Value
Portfolio - Service Class
Contracts in accumulation period:
Band 35	6,583.596	$ 15.24	$ 100,334
Band 36	2,949.882	15.00	44,248
Band 37	425.975	14.83	6,317
Band 38	109,588.280	16.27	1,783,001
Band 39	6,164.875	16.06	99,008
Band 40	1,125.312	15.91	17,904
	126,837.920		$ 2,050,812

219

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
Contracts in accumulation period:
Band 2	6,472.606	$ 10.30	$ 66,668
Band 4	104,383.919	10.18	1,062,628
Band 5	18,262.587	10.15	185,365
Band 6	4,248,323.149	10.10	42,908,064
Band 7	1,123,724.357	10.08	11,327,142
Band 8	2,345,939.433	10.03	23,529,773
Band 9	259,385.057	10.01	2,596,444
Band 10	5,554,100.347	9.98	55,429,921
Band 11	832,913.448	9.96	8,295,818
Band 12	187,941.844	9.94	1,868,142
Band 13	1,928,884.247	9.91	19,115,243
Band 14	2,011,323.891	9.86	19,831,654
Band 15	2,034,794.222	9.84	20,022,375
Band 16	231,793.354	9.79	2,269,257
Band 17	2,187,158.837	9.77	21,368,542
Band 18	7,598.630	9.75	74,087
Band 19	56,177.761	9.70	544,924
Band 20	720,913.567	9.89	7,129,835
Band 21	132,835.089	9.82	1,304,441
Band 26	230,323.236	10.32	2,376,936
Band 27	44,118.547	10.17	448,686
Band 28	45,984.018	10.10	464,439
Band 29	120,965.367	10.08	1,219,331
Band 30	14,337.394	9.93	142,370
Band 31	12,737.629	9.86	125,593
Band 34	229.304	9.57	2,194
Band 35	69,799.284	14.72	1,027,445
Band 36	15,558.048	14.50	225,592
Band 37	4,931.858	14.33	70,674
Band 38	667,437.964	14.44	9,637,804
Band 39	206,769.709	14.25	2,946,468
Band 40	39,511.400	14.12	557,901
Band 41	17,483.572	9.94	173,787
Band 42	27,027.684	9.84	265,952
Band 43	97,848.421	9.77	955,979
Band 44	726.975	9.61	6,986
Band 45	13,062.654	9.54	124,618
Band 46	2,278,858.999	9.72	22,150,509
Band 47	327,597.629	9.65	3,161,317
Band 50	14,750.981	8.78	129,514
Band 52	14.478	8.89	129
Band 53	816.348	8.81	7,192
Band 54	1,316.436	8.72	11,479
Band 55	10,498.699	8.86	93,018
Band 56	342,130.408	8.34	2,853,368
Band 57	8,545.815	8.25	70,503
Band 58	1,075.335	8.21	8,829
Band 59	3,490.363	8.16	28,481

220

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 60	3,622.315	$ 8.26	$ 29,920
	28,614,497.215		$ 288,247,337
ING Columbia Small Cap Value Portfolio - Service
Class
Contracts in accumulation period:
Band 2	8,445.180	$ 8.28	$ 69,926
Band 4	70,614.313	8.20	579,037
Band 5	18,636.878	8.19	152,636
Band 6	2,897,467.812	8.16	23,643,337
Band 7	562,710.054	8.14	4,580,460
Band 8	1,318,915.197	8.11	10,696,402
Band 9	113,610.570	8.10	920,246
Band 10	4,787,220.668	8.08	38,680,743
Band 11	604,419.095	8.07	4,877,662
Band 12	127,895.779	8.05	1,029,561
Band 13	1,385,993.638	8.04	11,143,389
Band 14	1,341,864.743	8.01	10,748,337
Band 15	1,440,440.327	7.99	11,509,118
Band 16	165,308.014	7.96	1,315,852
Band 17	1,462,453.796	7.95	11,626,508
Band 18	9,287.462	7.93	73,650
Band 19	25,827.801	7.90	204,040
Band 20	485,587.524	8.02	3,894,412
Band 21	95,296.211	7.98	760,464
Band 26	110,538.599	8.30	917,470
Band 27	47,161.472	8.20	386,724
Band 28	9,116.538	8.16	74,391
Band 29	234,663.437	8.14	1,910,160
Band 30	23,193.224	8.05	186,705
Band 31	864.914	8.01	6,928
Band 38	105,700.961	9.08	959,765
Band 41	6,841.108	8.05	55,071
Band 42	42,674.797	7.99	340,972
Band 43	59,451.947	7.95	472,643
Band 44	1,756.006	7.84	13,767
Band 45	2,027.369	7.80	15,813
Band 46	1,277,288.814	7.92	10,116,127
Band 47	357,068.100	7.87	2,810,126
Band 50	9,401.992	8.87	83,396
Band 51	744.100	8.77	6,526
Band 52	1,804.952	8.98	16,208
Band 53	1,730.757	8.90	15,404
Band 54	1,510.230	8.81	13,305
Band 55	8,776.313	8.95	78,548
Band 56	148,750.355	8.75	1,301,566
Band 57	5,114.092	8.65	44,237
Band 59	996.799	8.56	8,533
Band 60	781.706	8.67	6,777
	19,379,953.644		$ 156,346,942

221

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	24,160.087	$ 9.04	$ 218,407
Band 4	157,888.885	8.94	1,411,527
Band 5	43,127.813	8.92	384,700
Band 6	3,902,576.713	8.89	34,693,907
Band 7	673,194.259	8.87	5,971,233
Band 8	2,116,674.284	8.83	18,690,234
Band 9	434,528.185	8.81	3,828,193
Band 10	7,644,431.049	8.80	67,270,993
Band 11	864,230.047	8.78	7,587,940
Band 12	150,346.627	8.76	1,317,036
Band 13	1,850,971.421	8.74	16,177,490
Band 14	2,428,355.890	8.70	21,126,696
Band 15	2,512,125.476	8.69	21,830,370
Band 16	300,132.050	8.65	2,596,142
Band 17	1,841,995.419	8.63	15,896,420
Band 18	8,079.228	8.61	69,562
Band 19	36,681.083	8.58	314,724
Band 20	531,824.735	8.72	4,637,512
Band 21	167,610.155	8.67	1,453,180
Band 25	19,136.592	9.07	173,569
Band 26	179,608.725	9.05	1,625,459
Band 27	142,321.701	8.94	1,272,356
Band 28	41,388.507	8.89	367,944
Band 29	49,033.379	8.87	434,926
Band 30	11,996.982	8.76	105,094
Band 31	10,586.645	8.70	92,104
Band 32	752.997	8.60	6,476
Band 34	391.203	8.47	3,313
Band 35	18,048.209	10.57	190,770
Band 36	6,060.940	10.40	63,034
Band 38	240,886.605	11.93	2,873,777
Band 39	22,766.409	11.77	267,961
Band 40	3,955.515	11.66	46,121
Band 41	126,712.128	8.76	1,109,998
Band 42	11,800.201	8.69	102,544
Band 43	135,598.205	8.63	1,170,213
Band 44	1,189.675	8.51	10,124
Band 45	10,151.482	8.45	85,780
Band 46	2,826,694.362	8.60	24,309,572
Band 47	276,908.235	8.54	2,364,796
Band 50	17,333.247	8.90	154,266
Band 51	7,449.526	8.81	65,630
Band 52	1,801.034	9.01	16,227
Band 54	6,502.075	8.84	57,478
Band 55	11,445.592	8.98	102,781
Band 56	511,757.077	8.26	4,227,113
Band 57	15,470.016	8.17	126,390
Band 59	13,794.812	8.08	111,462

222

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
(continued)
Band 60	751.934	$ 8.18	$ 6,151
	30,411,227.416		$ 267,019,695
ING JPMorgan Mid Cap Value Portfolio - Service Class
Contracts in accumulation period:
Band 2	711.232	$ 8.62	$ 6,131
Band 4	54,776.130	13.37	732,357
Band 5	170.763	14.28	2,438
Band 6	802,705.446	8.56	6,871,159
Band 7	161,751.709	14.11	2,282,317
Band 8	334,740.562	8.54	2,858,684
Band 9	86,333.644	13.95	1,204,354
Band 10	1,477,122.943	11.31	16,706,260
Band 11	270,471.691	8.52	2,304,419
Band 12	46,439.239	8.51	395,198
Band 13	182,345.056	13.73	2,503,598
Band 14	507,216.279	8.49	4,306,266
Band 15	388,926.889	13.57	5,277,738
Band 16	13,747.957	8.46	116,308
Band 17	510,957.966	8.46	4,322,704
Band 18	224.851	8.45	1,900
Band 19	8,463.519	10.93	92,506
Band 20	111,571.828	11.18	1,247,373
Band 21	44,138.753	11.09	489,499
Band 26	73,105.527	14.67	1,072,458
Band 27	57,973.040	14.33	830,754
Band 28	11,303.229	14.17	160,167
Band 29	58,828.172	14.11	830,066
Band 30	44,750.165	13.78	616,657
Band 31	22,817.350	13.62	310,772
Band 32	862.535	13.32	11,489
Band 34	1,972.701	12.96	25,566
Band 35	56,416.623	14.90	840,608
Band 36	23,661.918	14.67	347,120
Band 37	5,798.054	14.50	84,072
Band 38	237,314.399	14.14	3,355,626
Band 39	82,431.492	13.96	1,150,744
Band 40	18,999.518	13.82	262,573
Band 41	19,367.428	12.95	250,808
Band 42	19,359.526	12.79	247,608
Band 43	74,803.393	12.67	947,759
Band 44	371.082	10.91	4,049
Band 46	336,575.056	8.44	2,840,693
Band 47	18,745.309	8.42	157,836
Band 56	200,210.191	8.60	1,721,808
Band 57	9,902.890	8.52	84,373
Band 59	4,034.890	8.44	34,054
Band 60	1,418.659	8.53	12,101
	6,383,839.604		$ 67,920,970

223

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	4,912.938	$ 10.72	$ 52,667
Band 4	14,432.501	10.55	152,263
Band 5	5,808.829	10.52	61,109
Band 6	917,443.913	10.45	9,587,289
Band 7	796,511.598	10.41	8,291,686
Band 8	407,951.508	10.35	4,222,298
Band 9	52,305.097	10.31	539,266
Band 10	1,187,831.683	10.28	12,210,910
Band 11	333,042.561	10.25	3,413,686
Band 12	59,475.642	10.22	607,841
Band 13	512,067.652	10.18	5,212,849
Band 14	1,394,251.234	10.12	14,109,822
Band 15	397,735.784	10.08	4,009,177
Band 16	67,363.854	10.02	674,986
Band 17	997,485.944	9.99	9,964,885
Band 18	2,831.083	9.95	28,169
Band 19	57,651.746	9.89	570,176
Band 20	814,326.639	10.15	8,265,415
Band 21	63,635.319	10.05	639,535
Band 26	35,599.339	10.75	382,693
Band 27	15,528.454	10.55	163,825
Band 28	2,129.174	10.45	22,250
Band 29	10,428.374	10.41	108,559
Band 30	18,986.271	10.21	193,850
Band 31	16,175.233	10.12	163,693
Band 34	3,949.464	9.71	38,349
Band 35	5,409.428	10.04	54,311
Band 36	1,294.755	9.95	12,883
Band 37	4,446.878	10.65	47,359
Band 38	32,358.317	9.92	320,995
Band 39	8,605.557	9.83	84,593
Band 40	38,808.556	9.76	378,772
Band 41	13,740.584	10.22	140,429
Band 42	4,448.143	10.09	44,882
Band 43	13,476.824	9.99	134,633
Band 44	451.842	8.96	4,049
Band 46	467,004.848	8.82	4,118,983
Band 47	38,885.263	8.76	340,635
Band 52	1,800.031	8.26	14,868
Band 56	1,234.423	8.23	10,159
Band 57	1,893.170	8.14	15,410
	8,823,720.453		$ 89,410,209

224

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	17,773.492	$ 11.97	$ 212,749
Band 7	5,129.715	11.86	60,838
Band 9	35,270.821	11.77	415,138
Band 10	11,955.823	11.74	140,361
Band 13	4,173.835	11.66	48,667
Band 15	17,878.064	11.58	207,028
Band 20	2,809.815	11.63	32,678
Band 21	6,491.676	11.55	74,979
Band 26	111,642.705	12.14	1,355,342
Band 27	53,881.400	11.97	644,960
Band 28	20,243.015	11.88	240,487
Band 29	33,373.786	11.86	395,813
Band 30	17,301.287	11.69	202,252
Band 31	22,898.655	11.60	265,624
Band 35	107,024.562	12.26	1,312,121
Band 36	6,985.514	12.14	84,804
Band 37	1,259.802	12.06	15,193
Band 38	90,723.841	12.11	1,098,666
Band 39	19,418.812	12.00	233,026
Band 40	10,984.377	11.91	130,824
Band 41	2,396.074	11.69	28,010
Band 42	6,136.723	11.58	71,063
Band 43	12,663.577	11.50	145,631
	618,417.371		$ 7,416,254
ING Oppenheimer Global Portfolio - Service Class
Contracts in accumulation period:
Band 2	3,666.592	$ 11.96	$ 43,852
Band 4	88,906.837	14.24	1,266,033
Band 5	16,521.760	13.52	223,374
Band 6	1,635,219.773	11.73	19,181,128
Band 7	212,510.894	13.36	2,839,146
Band 8	726,173.068	11.65	8,459,916
Band 9	140,375.541	13.21	1,854,361
Band 10	1,695,188.280	11.82	20,037,125
Band 11	216,076.675	11.57	2,500,007
Band 12	57,060.853	11.54	658,482
Band 13	400,384.179	13.00	5,204,994
Band 14	604,812.015	11.46	6,931,146
Band 15	797,167.251	12.85	10,243,599
Band 16	55,362.252	11.37	629,469
Band 17	670,415.771	11.35	7,609,219
Band 18	17,396.260	11.32	196,926
Band 19	32,074.996	11.41	365,976
Band 20	222,438.055	11.68	2,598,076
Band 21	84,777.704	11.58	981,726
Band 26	170,424.225	13.89	2,367,192

225

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 27	24,951.133	$ 13.57	$ 338,587
Band 28	15,715.348	13.41	210,743
Band 29	133,706.915	13.36	1,786,324
Band 30	14,528.015	13.05	189,591
Band 31	5,828.902	12.90	75,193
Band 34	440.228	12.27	5,402
Band 35	160,556.497	14.11	2,265,452
Band 36	36,970.417	13.89	513,519
Band 37	26,385.122	13.73	362,268
Band 38	612,787.533	15.14	9,277,603
Band 39	170,445.940	14.94	2,546,462
Band 40	90,622.394	14.80	1,341,211
Band 41	17,045.983	13.80	235,235
Band 42	4,027.855	13.62	54,859
Band 43	35,201.697	13.49	474,871
Band 44	788.675	11.67	9,204
Band 45	6,555.157	11.47	75,188
Band 46	686,776.296	11.29	7,753,704
Band 47	103,452.792	11.21	1,159,706
Band 50	4,608.011	9.68	44,606
Band 51	3,825.644	9.58	36,650
Band 52	587.339	9.80	5,756
Band 55	306.828	9.77	2,998
Band 56	167,943.859	8.52	1,430,882
Band 60	475.245	8.44	4,011
	10,171,486.806		$ 124,391,772
ING Oppenheimer Strategic Income Portfolio - Service
Class
Contracts in accumulation period:
Band 35	210,339.436	$ 11.80	$ 2,482,005
Band 36	33,042.670	11.69	386,269
Band 37	7,385.274	11.61	85,743
Band 38	379,502.202	11.66	4,424,996
Band 39	73,244.300	11.55	845,972
Band 40	28,067.059	11.47	321,929
	731,580.941		$ 8,546,914
ING PIMCO Total Return Portfolio - Service Class
Contracts in accumulation period:
Band 35	153,920.668	$ 14.46	$ 2,225,693
Band 36	18,209.790	14.24	259,307
Band 37	4,159.309	14.07	58,521
Band 38	425,757.514	13.12	5,585,939
Band 39	63,013.019	12.95	816,019
Band 40	53,328.247	12.82	683,668
	718,388.547		$ 9,629,147

226

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	52,847.890	$ 10.78	$ 569,700
Band 36	3,104.929	10.68	33,161
Band 37	29,920.950	10.60	317,162
Band 38	1,144,939.787	10.65	12,193,609
Band 39	246,961.995	10.55	2,605,449
Band 40	118,496.673	10.48	1,241,845
	1,596,272.224		$ 16,960,926
ING Solution 2025 Portfolio - Service Class
Contracts in accumulation period:
Band 35	91,148.536	$ 10.41	$ 948,856
Band 36	3,398.445	10.31	35,038
Band 37	822.245	10.24	8,420
Band 38	1,275,367.096	10.29	13,123,527
Band 39	155,852.366	10.19	1,588,136
Band 40	113,232.954	10.12	1,145,917
	1,639,821.642		$ 16,849,894
ING Solution 2035 Portfolio - Service Class
Contracts in accumulation period:
Band 35	7,997.588	$ 10.47	$ 83,735
Band 36	23,352.436	10.37	242,165
Band 38	754,226.835	10.35	7,806,248
Band 39	112,750.913	10.25	1,155,697
Band 40	171,759.418	10.18	1,748,511
	1,070,087.190		$ 11,036,356
ING Solution 2045 Portfolio - Service Class
Contracts in accumulation period:
Band 35	8,777.254	$ 10.43	$ 91,547
Band 38	57,858.314	10.31	596,519
Band 39	18,715.226	10.22	191,270
Band 40	49,727.369	10.14	504,236
	135,078.163		$ 1,383,572
ING Solution Income Portfolio - Service Class
Contracts in accumulation period:
Band 35	19,233.060	$ 11.07	$ 212,910
Band 36	5,285.267	10.97	57,979
Band 38	432,936.354	10.94	4,736,324
Band 39	79,767.685	10.84	864,682
Band 40	97,304.558	10.76	1,046,997
	634,526.924		$ 6,918,892

227

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	53,994.869	$ 11.36	$ 613,382
Band 36	9,367.372	11.18	104,727
Band 37	3,440.113	11.04	37,979
Band 38	468,960.138	13.67	6,410,685
Band 39	118,036.487	13.50	1,593,493
Band 40	26,312.786	13.37	351,802
	680,111.765		$ 9,112,068
ING T. Rowe Price Growth Equity Portfolio - Service
Class
Contracts in accumulation period:
Band 2	1,376.134	$ 8.22	$ 11,312
Band 4	23,558.798	8.16	192,240
Band 5	10,501.519	8.15	85,587
Band 6	1,909,257.157	8.13	15,522,261
Band 7	703,912.921	8.12	5,715,773
Band 8	1,055,200.733	8.10	8,547,126
Band 9	134,529.601	8.09	1,088,344
Band 10	2,291,739.379	8.08	18,517,254
Band 11	516,453.172	8.06	4,162,613
Band 12	80,479.675	8.05	647,861
Band 13	674,878.602	8.04	5,426,024
Band 14	1,015,681.202	8.02	8,145,763
Band 15	987,671.034	8.01	7,911,245
Band 16	100,528.738	7.99	803,225
Band 17	741,997.505	7.98	5,921,140
Band 18	1,124.189	7.97	8,960
Band 19	37,103.487	7.94	294,602
Band 20	274,869.296	8.03	2,207,200
Band 21	32,017.509	8.00	256,140
Band 26	31,553.498	8.23	259,685
Band 27	13,894.088	8.16	113,376
Band 28	9,175.017	8.13	74,593
Band 29	59,664.610	8.12	484,477
Band 30	16,687.970	8.05	134,338
Band 31	3,578.258	8.02	28,698
Band 35	91,392.719	11.03	1,008,062
Band 36	16,647.317	10.86	180,790
Band 37	13,333.527	10.73	143,069
Band 38	258,179.018	12.83	3,312,437
Band 39	47,044.335	12.67	596,052
Band 40	13,493.794	12.54	169,212
Band 41	9,625.963	8.06	77,585
Band 42	1,667.512	8.01	13,357
Band 43	28,047.249	7.98	223,817
Band 45	1,381.418	7.87	10,872
Band 46	556,709.636	7.96	4,431,409

228

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 Growth Equity Portfolio - Service
Class (continued)
Band 47	39,025.153	$ 7.92	$ 309,079
Band 50	960.396	8.04	7,722
Band 52	737.081	8.12	5,985
Band 56	68,297.975	8.47	578,484
Band 59	1,706.440	8.29	14,146
Band 60	1,141.623	8.39	9,578
	11,876,825.248		$ 97,651,493
ING Templeton Foreign Equity Portfolio - Service Class
Contracts in accumulation period:
Band 2	10,215.493	$ 9.82	$ 100,316
Band 3	4,110.236	9.69	39,828
Band 4	101,896.950	9.73	991,457
Band 5	24,208.296	9.71	235,063
Band 6	2,884,424.571	9.67	27,892,386
Band 7	1,511,460.106	9.65	14,585,590
Band 8	2,166,833.602	9.62	20,844,939
Band 9	191,584.706	9.60	1,839,213
Band 10	4,275,235.602	9.58	40,956,757
Band 11	780,778.863	9.56	7,464,246
Band 12	140,509.558	9.55	1,341,866
Band 13	1,636,070.110	9.53	15,591,748
Band 14	3,151,373.210	9.49	29,906,532
Band 15	1,737,933.385	9.47	16,458,229
Band 16	205,052.340	9.44	1,935,694
Band 17	2,239,074.751	9.42	21,092,084
Band 18	6,725.116	9.40	63,216
Band 19	181,697.106	9.37	1,702,502
Band 20	994,252.257	9.51	9,455,339
Band 21	103,342.492	9.46	977,620
Band 26	146,123.327	9.83	1,436,392
Band 27	37,323.505	9.73	363,158
Band 28	24,870.641	9.67	240,499
Band 29	73,996.340	9.65	714,065
Band 30	20,599.975	9.54	196,524
Band 31	21,982.661	9.49	208,615
Band 33	290.284	9.32	2,705
Band 35	55,311.746	8.24	455,769
Band 36	1,050.129	8.21	8,622
Band 37	5,983.515	8.18	48,945
Band 38	293,112.189	10.46	3,065,953
Band 39	54,867.840	8.17	448,270
Band 40	60,190.234	8.15	490,550
Band 41	13,339.449	9.55	127,392
Band 42	22,136.695	9.48	209,856
Band 43	64,226.843	9.42	605,017

229

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
(continued)
Band 45	3,772.996	$ 9.25	$ 34,900
Band 46	1,550,533.150	9.39	14,559,506
Band 47	256,478.229	9.33	2,392,942
Band 50	895.612	10.18	9,117
Band 51	774.744	10.07	7,802
Band 55	8,592.655	10.27	88,247
Band 56	247,823.939	7.84	1,942,940
Band 57	10,578.903	7.76	82,092
Band 58	1,150.202	7.72	8,880
Band 59	894.003	7.67	6,857
Band 60	3,431.342	7.77	26,662
	25,327,109.898		$ 241,256,902
ING Thornburg Value Portfolio - Initial Class
Contracts in accumulation period:
Band 4	5,698.829	$ 12.46	$ 71,007
Band 7	110.757	8.88	984
Band 9	11,913.285	8.77	104,480
Band 10	415.885	11.01	4,579
Band 13	8,511.912	8.62	73,373
Band 15	9,568.932	8.51	81,432
Band 21	1,096.349	10.79	11,830
Band 26	21,519.237	9.27	199,483
Band 27	41,384.735	9.03	373,704
Band 28	17,214.571	8.92	153,554
Band 29	18,488.995	8.88	164,182
Band 30	7,285.454	8.65	63,019
Band 31	15,748.218	8.54	134,490
Band 41	710.109	12.07	8,571
Band 43	2,879.389	11.81	34,006
	162,546.657		$ 1,478,694
ING Thornburg Value Portfolio - Service Class
Contracts in accumulation period:
Band 4	3,996.674	$ 10.20	$ 40,766
Band 6	40,540.690	10.15	411,488
Band 7	36,914.314	10.13	373,942
Band 8	34,638.832	10.09	349,506
Band 9	3,510.840	10.08	35,389
Band 10	90,886.291	10.06	914,316
Band 11	28,869.904	10.04	289,854
Band 12	4,261.338	10.02	42,699
Band 13	42,576.253	10.01	426,188
Band 14	58,759.369	9.97	585,831
Band 15	25,007.578	9.96	249,075
Band 16	4,863.214	9.92	48,243
Band 17	31,850.768	9.90	315,323
Band 18	1,014.617	9.89	10,035
Band 19	6,627.359	9.85	65,279
Band 20	21,231.324	9.99	212,101

230

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 - Service Class
(continued)
Band 21	252.477	$ 9.94	$ 2,510
Band 35	45,639.441	10.25	467,804
Band 36	4,595.539	10.08	46,323
Band 37	3,948.696	9.96	39,329
Band 38	132,960.683	13.11	1,743,115
Band 39	33,573.726	12.95	434,780
Band 40	2,547.332	12.82	32,657
Band 46	38,877.828	9.87	383,724
Band 47	11,285.648	9.82	110,825
Band 51	2,928.760	9.91	29,024
Band 55	5,656.317	10.10	57,129
	717,815.812		$ 7,717,255
ING UBS U.S. Large Cap Equity Portfolio - Service
Class
Contracts in accumulation period:
Band 2	2,301.982	$ 9.81	$ 22,582
Band 4	30,917.474	10.43	322,469
Band 5	327.962	9.67	3,171
Band 6	92,506.539	9.63	890,838
Band 7	20,893.086	10.31	215,408
Band 8	62,605.343	9.56	598,507
Band 9	5,905.015	10.22	60,349
Band 10	71,833.073	10.19	731,979
Band 11	10,929.705	9.49	103,723
Band 12	4,589.383	9.47	43,461
Band 13	33,027.887	10.10	333,582
Band 14	15,456.890	9.40	145,295
Band 15	38,475.569	10.01	385,140
Band 16	1,240.347	9.33	11,572
Band 17	55,622.485	9.31	517,845
Band 20	7,415.995	10.07	74,679
Band 21	19,672.835	9.98	196,335
Band 26	6,192.902	10.61	65,707
Band 27	615.833	10.42	6,417
Band 28	2,194.033	10.33	22,664
Band 29	4,902.661	10.30	50,497
Band 30	352.465	10.13	3,570
Band 31	633.504	10.04	6,360
Band 35	17,623.246	9.88	174,118
Band 37	18,397.676	9.60	176,618
Band 38	48,369.556	12.05	582,853
Band 39	8,414.481	11.89	100,048
Band 40	6,162.502	11.78	72,594
Band 41	9,493.873	10.13	96,173
Band 42	995.189	10.02	9,972
Band 43	7,819.000	9.93	77,643
Band 46	28,517.100	9.27	264,354
Band 47	14,871.010	9.20	136,813
	649,276.601		$ 6,503,336

231

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	2,190.998	$ 9.43	$ 20,661
Band 4	129,999.415	11.49	1,493,693
Band 5	20,196.095	10.97	221,551
Band 6	2,202,640.090	10.89	23,986,751
Band 7	304,404.096	10.85	3,302,784
Band 8	896,353.179	10.76	9,644,760
Band 9	191,338.027	10.72	2,051,144
Band 10	2,361,639.539	10.68	25,222,310
Band 11	249,815.131	10.64	2,658,033
Band 12	378,272.202	10.60	4,009,685
Band 13	443,852.990	10.55	4,682,649
Band 14	830,175.234	9.75	8,094,209
Band 15	1,474,475.039	10.43	15,378,775
Band 16	61,208.126	8.79	538,019
Band 17	1,007,576.576	9.64	9,713,038
Band 18	2,629.563	8.93	23,482
Band 19	16,496.564	9.40	155,068
Band 20	2,199,381.245	10.51	23,115,497
Band 21	97,602.035	9.54	931,123
Band 26	190,918.075	11.27	2,151,647
Band 27	97,170.629	11.01	1,069,849
Band 28	24,045.601	10.89	261,857
Band 29	100,990.576	10.84	1,094,738
Band 30	47,130.141	10.59	499,108
Band 31	22,655.343	10.47	237,201
Band 32	1,288.931	10.24	13,199
Band 34	5,525.578	9.96	55,035
Band 35	54,754.636	11.45	626,941
Band 36	20,559.112	11.27	231,701
Band 37	16,919.306	11.14	188,481
Band 38	265,009.808	12.18	3,227,819
Band 39	68,611.669	12.02	824,712
Band 40	10,224.722	11.90	121,674
Band 41	50,920.751	11.14	567,257
Band 42	11,204.346	10.99	123,136
Band 43	92,293.489	10.89	1,005,076
Band 44	2,165.504	9.47	20,507
Band 45	6,839.900	9.31	63,679
Band 46	1,698,305.272	8.72	14,809,222
Band 47	69,884.359	8.84	617,778
Band 50	1,073.890	8.49	9,117
Band 55	1,839.536	8.57	15,765
Band 56	136,837.323	8.33	1,139,855
Band 57	9,071.167	8.24	74,746
	15,876,485.808		$ 164,293,332

232

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	169,378.960	$ 11.63	$ 1,969,877
Band 36	7,451.097	11.52	85,837
Band 37	5,415.621	11.44	61,955
Band 38	11,060.899	11.49	127,090
Band 39	8,846.519	11.39	100,762
	202,153.096		$ 2,345,521
ING Van Kampen Equity and Income Portfolio -
Service Class
Contracts in accumulation period:
Band 2	7,883.962	$ 11.36	$ 89,562
Band 4	113,621.695	11.23	1,275,972
Band 5	30,430.599	11.20	340,823
Band 6	2,591,371.209	11.15	28,893,789
Band 7	864,370.585	11.12	9,611,801
Band 8	916,528.877	11.07	10,145,975
Band 9	226,148.031	11.04	2,496,674
Band 10	3,059,374.827	11.01	33,683,717
Band 11	686,959.807	10.99	7,549,688
Band 12	222,360.191	10.96	2,437,068
Band 13	979,825.506	10.94	10,719,291
Band 14	1,395,112.761	10.88	15,178,827
Band 15	1,088,308.225	10.86	11,819,027
Band 16	153,099.743	10.80	1,653,477
Band 17	988,592.611	10.78	10,657,028
Band 18	9,725.390	10.75	104,548
Band 19	66,180.791	10.70	708,134
Band 20	545,404.969	10.91	5,950,368
Band 21	92,793.378	10.83	1,004,952
Band 25	9,772.607	9.60	93,817
Band 26	222,056.885	11.39	2,529,228
Band 27	89,492.745	11.22	1,004,109
Band 28	30,725.819	11.14	342,286
Band 29	102,769.850	11.12	1,142,801
Band 30	35,620.910	10.96	390,405
Band 31	12,316.372	10.88	134,002
Band 32	6,060.712	10.73	65,031
Band 35	211,728.474	11.76	2,489,927
Band 36	46,753.046	11.57	540,933
Band 37	35,837.140	11.43	409,619
Band 38	675,825.565	13.99	9,454,800
Band 39	88,651.545	13.81	1,224,278
Band 40	90,006.009	13.67	1,230,382
Band 41	6,396.969	10.96	70,111
Band 42	590.122	10.86	6,409
Band 43	52,944.202	10.78	570,738
Band 45	2,887.567	10.52	30,377
Band 46	901,366.681	10.73	9,671,664

233

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 47	139,616.484	$ 10.65	$ 1,486,916
Band 49	97,968.511	9.12	893,473
Band 50	279.394	8.73	2,439
Band 51	825.513	8.66	7,149
Band 53	1,813.879	8.76	15,890
Band 56	135,518.974	9.28	1,257,616
Band 57	16,958.779	9.17	155,512
Band 58	1,642.934	9.13	15,000
	17,054,520.845		$ 189,555,633
ING Strategic Allocation Conservative Portfolio -
Class S
Contracts in accumulation period:
Band 35	14,294.846	$ 13.35	$ 190,836
Band 36	16,592.636	13.22	219,355
Band 38	59,209.312	13.19	780,971
Band 39	12,318.966	13.07	161,009
Band 40	83.617	12.97	1,085
	102,499.377		$ 1,353,256
ING Strategic Allocation Growth Portfolio - Class S
Contracts in accumulation period:
Band 35	5,209.589	$ 14.25	$ 74,237
Band 37	600.556	14.02	8,420
Band 38	14,006.793	14.08	197,216
Band 39	8,665.561	13.95	120,885
Band 40	13,598.470	13.85	188,339
	42,080.969		$ 589,097
ING Strategic Allocation Moderate Portfolio - Class S
Contracts in accumulation period:
Band 35	9,881.056	$ 13.81	$ 136,457
Band 36	3,954.885	13.68	54,103
Band 37	2,897.270	13.59	39,374
Band 38	14,950.854	13.65	204,079
Band 39	8,763.446	13.52	118,482
Band 40	7,766.699	13.43	104,307
	48,214.210		$ 656,802
ING Growth and Income Portfolio - Class I
Contracts in accumulation period:
Band 22	590.716	$ 7.89	$ 4,661
Band 23	13,240.305	7.87	104,201
	13,831.021		$ 108,862

234

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Growth and Income Portfolio - Class S
Contracts in accumulation period:
Band 2	28,430.989	$ 7.89	$ 224,321
Band 3	4,188.323	8.79	36,815
Band 4	179,700.278	7.85	1,410,647
Band 5	400,179.473	7.84	3,137,407
Band 6	5,796,850.212	7.82	45,331,369
Band 7	6,354,228.136	7.82	49,690,064
Band 8	2,466,114.206	7.80	19,235,691
Band 9	1,146,209.540	7.79	8,928,972
Band 10	5,516,323.659	7.78	42,916,998
Band 11	3,437,047.920	7.77	26,705,862
Band 12	2,512,614.183	7.77	19,523,012
Band 13	5,220,432.428	7.76	40,510,556
Band 14	7,919,871.291	7.74	61,299,804
Band 15	1,432,459.014	7.73	11,072,908
Band 16	301,735.484	7.71	2,326,381
Band 17	3,888,232.014	7.71	29,978,269
Band 18	176,851.966	7.70	1,361,760
Band 19	443,527.444	7.68	3,406,291
Band 20	3,239,497.454	7.75	25,106,105
Band 21	781,648.148	7.72	6,034,324
Band 24	243.158	7.98	1,940
Band 25	96,047.848	8.84	849,063
Band 26	1,371,536.859	7.90	10,835,141
Band 27	536,639.466	7.85	4,212,620
Band 28	234,733.829	7.82	1,835,619
Band 29	980,062.927	7.82	7,664,092
Band 30	505,909.756	7.76	3,925,860
Band 31	365,488.711	7.74	2,828,883
Band 34	1,822.304	7.63	13,904
Band 35	255,789.713	13.34	3,412,235
Band 36	17,392.188	13.16	228,881
Band 37	12,341.285	13.03	160,807
Band 38	319,762.855	12.51	4,000,233
Band 39	36,826.090	12.35	454,802
Band 40	24,450.923	12.23	299,035
Band 41	48,326.476	7.77	375,497
Band 42	11,849.832	7.73	91,599
Band 43	78,125.332	7.71	602,346
Band 44	583.952	7.65	4,467
Band 45	6,183.694	7.62	47,120
Band 46	1,590,312.139	7.69	12,229,500
Band 47	185,965.936	7.66	1,424,499
Band 50	449.831	8.33	3,747
Band 51	1,608.162	8.29	13,332
Band 52	307.774	8.38	2,579
Band 54	3,531.157	8.30	29,309
Band 56	20,311.861	8.42	171,026
	57,952,746.220		$ 453,955,692

235

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	5,306.511	$ 10.46	$ 55,506
Band 9	12,668.435	10.34	130,992
Band 10	166,345.660	10.31	1,715,024
Band 13	286.448	10.22	2,927
Band 15	47,441.750	10.14	481,059
Band 20	14,686.396	10.19	149,654
Band 21	62,315.591	10.11	630,011
Band 26	218,409.806	10.72	2,341,353
Band 27	84,882.998	10.54	894,667
Band 28	21,863.074	10.45	228,469
Band 29	416,300.519	10.42	4,337,851
Band 30	259,125.298	10.24	2,653,443
Band 31	60,681.167	10.16	616,521
Band 38	5,465.720	10.69	58,429
Band 39	2,205.401	10.57	23,311
	1,377,984.774		$ 14,319,217
ING GET U.S. Core Portfolio - Series 6
Contracts in accumulation period:
Band 6	2,083.244	$ 10.23	$ 21,312
Band 9	37,440.400	10.12	378,897
Band 10	38,371.274	10.10	387,550
Band 12	1,472.044	10.04	14,779
Band 13	10,612.229	10.02	106,335
Band 15	44,475.237	9.94	442,084
Band 19	2,766.372	9.78	27,055
Band 20	2,768.175	9.99	27,654
Band 21	55,420.419	9.91	549,216
Band 26	292,974.490	10.48	3,070,373
Band 27	87,940.688	10.31	906,668
Band 28	90,047.557	10.23	921,187
Band 29	491,693.637	10.20	5,015,275
Band 30	128,179.244	10.04	1,286,920
Band 31	90,605.292	9.96	902,429
Band 38	30,966.714	10.46	323,912
Band 39	3,077.961	10.35	31,857
Band 45	707.837	9.61	6,802
	1,411,602.814		$ 14,420,305

236

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	290.312	$ 10.16	$ 2,950
Band 9	63,562.802	10.06	639,442
Band 10	27,680.510	10.03	277,636
Band 13	5,506.583	9.96	54,846
Band 15	26,445.320	9.88	261,280
Band 20	7,267.375	9.93	72,165
Band 21	32,044.062	9.86	315,954
Band 26	163,025.916	10.40	1,695,470
Band 27	36,000.336	10.24	368,643
Band 28	6,050.572	10.16	61,474
Band 29	492,889.449	10.13	4,992,970
Band 30	91,285.729	9.98	911,032
Band 31	79,274.006	9.90	784,813
Band 33	701.526	9.66	6,777
Band 44	688.148	9.65	6,641
	1,032,712.646		$ 10,452,093
ING GET U.S. Core Portfolio - Series 8
Contracts in accumulation period:
Band 6	206.677	$ 10.22	$ 2,112
Band 9	2,591.889	10.12	26,230
Band 10	58,166.783	10.09	586,903
Band 13	304.236	10.02	3,048
Band 15	3,198.558	9.94	31,794
Band 21	15,142.954	9.92	150,218
Band 26	133,076.724	10.44	1,389,321
Band 27	38,737.354	10.29	398,607
Band 28	20,650.090	10.21	210,837
Band 29	197,363.239	10.19	2,011,131
Band 30	36,814.930	10.04	369,622
Band 31	31,345.506	9.96	312,201
Band 35	287.178	10.54	3,027
Band 38	5,043.904	10.42	52,557
	542,930.022		$ 5,547,608

237

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	4,089.482	$ 10.08	$ 41,222
Band 10	14,386.672	10.06	144,730
Band 13	1,495.143	9.99	14,936
Band 15	578.769	9.92	5,741
Band 20	4,080.531	9.96	40,642
Band 21	988.404	9.89	9,775
Band 26	127,288.048	10.38	1,321,250
Band 27	103,224.130	10.24	1,057,015
Band 28	73,937.781	10.17	751,947
Band 29	121,814.095	10.15	1,236,413
Band 30	10,802.235	10.01	108,130
Band 31	28,289.257	9.94	281,195
Band 39	12,859.894	10.27	132,071
	503,834.441		$ 5,145,067
ING GET U.S. Core Portfolio - Series 10
Contracts in accumulation period:
Band 9	14,069.107	$ 9.92	$ 139,566
Band 10	44,828.791	9.90	443,805
Band 13	13,228.180	9.84	130,165
Band 15	397.769	9.77	3,886
Band 20	3,175.170	9.81	31,148
Band 21	301.477	9.75	2,939
Band 26	63,159.101	10.21	644,854
Band 27	2,826.987	10.07	28,468
Band 28	59.432	10.01	595
Band 29	95,548.018	9.98	953,569
Band 30	12,138.530	9.85	119,565
Band 31	146,881.996	9.79	1,437,975
Band 35	14,892.423	10.30	153,392
	411,506.981		$ 4,089,927
ING GET U.S. Core Portfolio - Series 11
Contracts in accumulation period:
Band 9	13,141.882	$ 10.10	$ 132,733
Band 10	31,098.431	10.08	313,472
Band 13	2,941.876	10.02	29,478
Band 15	50,628.763	9.96	504,262
Band 21	62,551.065	9.94	621,758
Band 26	92,364.677	10.38	958,745
Band 27	72,743.804	10.25	745,624
Band 28	12,071.914	10.18	122,892
Band 29	66,918.473	10.16	679,892
Band 30	147,968.311	10.04	1,485,602
Band 31	11,191.315	9.97	111,577
Band 39	1.328	10.27	14
Band 44	1,300.571	9.77	12,707
	564,922.410		$ 5,718,756

238

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	7,553.713	$ 10.08	$ 76,141
Band 10	16,597.042	10.06	166,966
Band 13	434.037	10.00	4,340
Band 15	3,145.354	9.94	31,265
Band 21	6,015.915	9.92	59,678
Band 26	10,004.643	10.33	103,348
Band 27	40,352.564	10.21	412,000
Band 29	100,574.861	10.13	1,018,823
Band 30	30,503.366	10.02	305,644
Band 31	3,840.495	9.96	38,251
Band 34	1,611.445	9.71	15,647
	220,633.435		$ 2,232,103
ING GET U.S. Core Portfolio - Series 13
Contracts in accumulation period:
Band 9	5,366.558	$ 9.94	$ 53,344
Band 10	2,623.053	9.93	26,047
Band 15	6,901.660	9.82	67,774
Band 26	644,619.132	10.17	6,555,777
Band 27	475,017.774	10.07	4,783,429
Band 28	306,027.145	10.01	3,063,332
Band 29	88,477.380	9.99	883,889
Band 30	20,646.072	9.89	204,190
Band 31	17,356.940	9.83	170,619
	1,567,035.714		$ 15,808,401
ING GET U.S. Core Portfolio - Series 14
Contracts in accumulation period:
Band 9	223,450.858	$ 10.00	$ 2,234,509
Band 10	8,202.043	9.99	81,938
Band 13	87,893.757	9.94	873,664
Band 14	11,136.351	9.91	110,361
Band 15	64,940.240	9.89	642,259
Band 19	1,477.135	9.80	14,476
Band 21	2,936.741	9.88	29,015
Band 26	1,646,495.252	10.20	16,794,252
Band 27	1,125,056.075	10.11	11,374,317
Band 28	570,262.503	10.06	5,736,841
Band 29	367,222.659	10.05	3,690,588
Band 30	343,841.980	9.95	3,421,228
Band 31	36,839.413	9.91	365,079
Band 34	238.563	9.72	2,319
	4,489,993.570		$ 45,370,846

239

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING BlackRock Science and Technology Opportunities
Portfolio - Class S
Contracts in accumulation period:
Band 2	9,479.170	$ 9.85	$ 93,370
Band 4	67,035.377	9.81	657,617
Band 5	21,222.226	9.80	207,978
Band 6	2,801,526.799	9.78	27,398,932
Band 7	1,682,917.317	9.78	16,458,931
Band 8	2,021,361.469	9.76	19,728,488
Band 9	117,721.194	9.75	1,147,782
Band 10	3,822,702.105	9.74	37,233,119
Band 11	817,124.781	9.73	7,950,624
Band 12	220,402.397	9.73	2,144,515
Band 13	1,517,673.642	9.72	14,751,788
Band 14	2,338,893.010	9.70	22,687,262
Band 15	1,620,778.871	9.69	15,705,347
Band 16	209,930.867	9.68	2,032,131
Band 17	2,115,655.993	9.67	20,458,393
Band 18	15,180.634	9.66	146,645
Band 19	74,814.021	9.64	721,207
Band 20	913,439.882	9.71	8,869,501
Band 21	128,597.783	9.68	1,244,827
Band 25	1,082.939	9.87	10,689
Band 26	38,668.439	9.86	381,271
Band 27	10,449.864	9.81	102,513
Band 28	3,608.130	9.78	35,288
Band 29	168,045.153	9.78	1,643,482
Band 30	8,547.691	9.73	83,169
Band 31	4,612.321	9.70	44,740
Band 33	566.074	9.62	5,446
Band 35	15,671.047	14.51	227,387
Band 36	4,788.443	14.37	68,810
Band 37	11,429.990	14.27	163,106
Band 38	198,179.769	14.34	2,841,898
Band 39	26,006.105	14.20	369,287
Band 40	27,723.322	14.10	390,899
Band 41	24,129.598	9.73	234,781
Band 42	17,150.683	9.69	166,190
Band 43	27,664.483	9.67	267,516
Band 45	11,796.237	9.58	113,008
Band 46	1,329,604.751	9.65	12,830,686
Band 47	183,442.550	9.63	1,766,552
Band 50	298.233	9.72	2,899
Band 51	485.428	9.67	4,694
Band 52	2,454.174	9.78	24,002
Band 55	11,080.566	9.76	108,146
Band 56	155,101.496	9.83	1,524,648
Band 57	22,105.675	9.74	215,309
Band 59	992.718	9.64	9,570
Band 60	987.235	9.75	9,626
	22,823,130.652		$ 223,284,069

240

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Dow Jones Euro STOXX 50 Index Portfolio -
Class A
Contracts in accumulation period:
Band 4	1,283.685	$ 9.81	$ 12,593
Band 6	7,459.261	9.81	73,175
Band 7	4,082.661	9.81	40,051
Band 8	1,961.263	9.81	19,240
Band 9	1,521.254	9.81	14,924
Band 10	6,282.354	9.81	61,630
Band 11	5,066.873	9.80	49,655
Band 12	455.208	9.80	4,461
Band 13	1,770.435	9.80	17,350
Band 14	11,617.236	9.80	113,849
Band 15	1,622.996	9.80	15,905
Band 17	2,198.394	9.80	21,544
Band 19	2,813.665	9.79	27,546
Band 20	4,104.114	9.80	40,220
Band 29	36.979	9.81	363
Band 46	7,999.313	9.79	78,313
Band 56	1,795.520	9.82	17,632
	62,071.211		$ 608,451
ING FTSE 100 Index Portfolio - Class A
Contracts in accumulation period:
Band 4	498.489	$ 10.27	$ 5,119
Band 6	5,674.025	10.26	58,215
Band 7	6,841.660	10.26	70,195
Band 8	5,356.496	10.26	54,958
Band 10	4,459.883	10.26	45,758
Band 11	4,770.869	10.26	48,949
Band 12	432.957	10.26	4,442
Band 13	723.415	10.25	7,415
Band 14	28,776.309	10.25	294,957
Band 15	3,105.327	10.25	31,830
Band 17	3,728.283	10.25	38,215
Band 19	2,700.242	10.24	27,650
Band 20	798.198	10.25	8,182
Band 46	5,622.706	10.25	57,633
Band 56	164.899	10.27	1,694
	73,653.758		$ 755,212

241

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Hang Seng Index Portfolio - Class S
Contracts in accumulation period:
Band 4	9,425.132	$ 12.98	$ 122,338
Band 5	581.684	12.97	7,544
Band 6	453,759.980	12.96	5,880,729
Band 7	104,664.673	12.96	1,356,454
Band 8	241,620.292	12.95	3,128,983
Band 9	6,043.209	12.94	78,199
Band 10	594,631.379	12.94	7,694,530
Band 11	97,826.439	12.93	1,264,896
Band 12	8,843.290	12.93	114,344
Band 13	259,226.934	12.92	3,349,212
Band 14	280,354.848	12.92	3,622,185
Band 15	297,730.899	12.91	3,843,706
Band 16	29,533.591	12.90	380,983
Band 17	372,749.065	12.90	4,808,463
Band 18	277.779	12.89	3,581
Band 19	80,340.323	12.88	1,034,783
Band 20	99,481.741	12.92	1,285,304
Band 21	5,118.165	12.91	66,076
Band 26	12,051.928	13.00	156,675
Band 27	1,235.538	12.98	16,037
Band 28	766.147	12.96	9,929
Band 29	1,661.845	12.96	21,538
Band 30	1,063.875	12.93	13,756
Band 31	38.533	12.92	498
Band 38	557.962	13.00	7,254
Band 41	5,306.350	12.93	68,611
Band 43	3,460.137	12.90	44,636
Band 46	156,910.884	12.89	2,022,581
Band 47	80,766.963	12.87	1,039,471
Band 56	18,363.109	12.99	238,537
Band 59	737.822	12.88	9,503
	3,225,130.516		$ 41,691,336

242

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Index Plus LargeCap Portfolio - Class S
Contracts in accumulation period:
Band 2	9,286.357	$ 9.13	$ 84,784
Band 4	76,820.583	8.93	686,008
Band 5	31,879.034	8.89	283,405
Band 6	1,178,124.209	8.82	10,391,056
Band 7	938,031.905	8.78	8,235,920
Band 8	705,055.262	8.71	6,141,031
Band 9	617,261.020	8.67	5,351,653
Band 10	1,191,004.539	8.63	10,278,369
Band 11	218,163.512	8.59	1,874,025
Band 12	185,662.022	8.56	1,589,267
Band 13	1,391,986.349	8.52	11,859,724
Band 14	1,393,889.162	8.45	11,778,363
Band 15	995,206.828	8.41	8,369,689
Band 16	64,655.374	8.34	539,226
Band 17	1,083,795.301	8.30	8,995,501
Band 18	18,152.646	8.27	150,122
Band 19	124,726.093	8.20	1,022,754
Band 20	802,032.967	8.48	6,801,240
Band 21	136,148.986	8.37	1,139,567
Band 26	2,858,096.235	9.16	26,180,162
Band 27	1,722,766.191	8.93	15,384,302
Band 28	896,827.446	8.82	7,910,018
Band 29	835,208.987	8.78	7,333,135
Band 30	408,941.277	8.56	3,500,537
Band 31	267,105.323	8.45	2,257,040
Band 32	2,349.516	8.24	19,360
Band 34	4,291.395	7.99	34,288
Band 35	342,763.838	9.32	3,194,559
Band 36	46,837.820	9.17	429,503
Band 37	17,193.923	9.05	155,605
Band 38	326,722.733	11.56	3,776,915
Band 39	87,217.738	11.41	995,154
Band 40	39,105.083	11.30	441,887
Band 41	39,542.590	10.57	417,965
Band 42	23,084.392	10.44	241,001
Band 43	67,371.802	10.34	696,624
Band 44	231.979	9.25	2,146
Band 45	17,067.379	9.10	155,313
Band 46	387,324.214	8.74	3,385,214
Band 47	44,070.980	8.67	382,095
Band 49	241,094.802	7.78	1,875,718
Band 56	3,530.695	7.94	28,034
	19,840,628.487		$ 174,368,279

243

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Index Plus MidCap Portfolio - Class S
Contracts in accumulation period:
Band 2	1,639.601	$ 11.19	$ 18,347
Band 4	94,168.127	12.43	1,170,510
Band 5	20,443.637	12.52	255,954
Band 6	1,377,177.793	10.94	15,066,325
Band 7	504,401.972	12.36	6,234,408
Band 8	793,765.242	10.85	8,612,353
Band 9	279,708.668	12.20	3,412,446
Band 10	1,330,207.704	10.47	13,927,275
Band 11	217,931.937	10.75	2,342,768
Band 12	70,780.940	10.72	758,772
Band 13	628,781.201	12.00	7,545,374
Band 14	941,512.811	10.63	10,008,281
Band 15	668,325.786	11.84	7,912,977
Band 16	50,739.740	10.54	534,797
Band 17	1,071,000.892	10.51	11,256,219
Band 18	873.165	10.48	9,151
Band 19	31,119.094	10.12	314,925
Band 20	316,701.401	10.35	3,277,860
Band 21	151,636.809	10.26	1,555,794
Band 26	370,245.089	12.90	4,776,162
Band 27	176,016.204	12.57	2,212,524
Band 28	65,856.817	12.41	817,283
Band 29	144,667.174	12.36	1,788,086
Band 30	109,901.051	12.04	1,323,209
Band 31	81,039.546	11.89	963,560
Band 32	1,395.289	11.60	16,185
Band 34	2,738.383	11.25	30,807
Band 35	203,063.925	13.12	2,664,199
Band 36	35,037.971	12.90	451,990
Band 37	9,314.057	12.74	118,661
Band 38	469,863.884	13.56	6,371,354
Band 39	110,985.772	13.38	1,484,990
Band 40	40,315.530	13.25	534,181
Band 41	40,006.467	12.04	481,678
Band 42	31,708.015	11.88	376,691
Band 43	74,620.744	11.77	878,286
Band 44	195.277	10.30	2,011
Band 45	18,546.096	9.90	183,606
Band 46	642,796.477	9.54	6,132,278
Band 47	66,645.448	9.47	631,132
Band 49	136,359.209	8.13	1,108,600
Band 50	4,525.218	8.84	40,003
Band 55	5,079.716	8.92	45,311
Band 56	11,262.939	8.57	96,523
	11,403,102.818		$ 127,743,846

244

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Index Plus SmallCap Portfolio - Class S
Contracts in accumulation period:
Band 2	1,382.960	$ 10.52	$ 14,549
Band 4	72,831.442	11.75	855,769
Band 5	17,939.524	12.25	219,759
Band 6	1,101,849.528	10.28	11,327,013
Band 7	340,525.614	12.10	4,120,360
Band 8	583,022.910	10.19	5,941,003
Band 9	228,207.108	11.94	2,724,793
Band 10	1,187,131.312	9.81	11,645,758
Band 11	192,806.990	10.10	1,947,351
Band 12	31,227.155	10.07	314,457
Band 13	638,276.429	11.74	7,493,365
Band 14	776,161.562	9.99	7,753,854
Band 15	470,166.765	11.59	5,449,233
Band 16	56,007.983	9.90	554,479
Band 17	879,987.535	9.87	8,685,477
Band 18	3,778.482	9.84	37,180
Band 19	54,347.046	9.48	515,210
Band 20	221,305.769	9.70	2,146,666
Band 21	99,169.625	9.61	953,020
Band 26	277,070.968	12.63	3,499,406
Band 27	115,495.605	12.31	1,421,751
Band 28	50,748.579	12.15	616,595
Band 29	104,544.744	12.10	1,264,991
Band 30	75,694.300	11.79	892,436
Band 31	64,676.841	11.64	752,838
Band 32	889.638	11.35	10,097
Band 34	3,846.327	11.01	42,348
Band 35	98,259.044	12.84	1,261,646
Band 36	7,266.260	12.63	91,773
Band 37	3,876.610	12.47	48,341
Band 38	215,411.269	12.93	2,785,268
Band 39	35,395.662	12.77	452,003
Band 40	10,615.515	12.64	134,180
Band 41	35,011.844	11.38	398,435
Band 42	23,391.175	11.23	262,683
Band 43	82,249.762	11.13	915,440
Band 44	1,324.265	9.67	12,806
Band 45	11,810.157	9.27	109,480
Band 46	591,242.095	8.57	5,066,945
Band 47	53,319.176	8.51	453,746
Band 49	106,170.853	7.64	811,145
Band 52	235.629	8.09	1,906
Band 55	2,975.989	8.06	23,986
Band 56	51,778.168	8.74	452,541
	8,979,426.214		$ 94,482,082

245

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING International Index Portfolio - Class S
Contracts in accumulation period:
Band 2	1,319.185	$ 7.68	$ 10,131
Band 4	35,561.623	7.64	271,691
Band 5	2,774.055	7.64	21,194
Band 6	1,391,857.745	7.62	10,605,956
Band 7	588,677.391	7.62	4,485,722
Band 8	780,457.124	7.60	5,931,474
Band 9	78,837.947	7.60	599,168
Band 10	1,647,469.677	7.59	12,504,295
Band 11	248,135.970	7.58	1,880,871
Band 12	32,929.851	7.57	249,279
Band 13	619,575.605	7.57	4,690,187
Band 14	622,916.777	7.55	4,703,022
Band 15	540,618.626	7.55	4,081,671
Band 16	80,553.519	7.53	606,568
Band 17	644,875.339	7.53	4,855,911
Band 18	18.598	7.52	140
Band 19	21,769.111	7.51	163,486
Band 20	250,060.009	7.56	1,890,454
Band 21	21,333.911	7.54	160,858
Band 25	676.064	13.97	9,445
Band 26	95,951.352	7.68	736,906
Band 27	42,816.384	7.64	327,117
Band 28	21,735.843	7.62	165,627
Band 29	47,603.869	7.61	362,265
Band 30	16,248.823	7.57	123,004
Band 31	27,335.719	7.55	206,385
Band 34	1,011.473	7.47	7,556
Band 35	39,191.583	13.99	548,290
Band 36	3,309.826	13.96	46,205
Band 37	4,335.502	13.95	60,480
Band 38	292,920.103	7.68	2,249,626
Band 39	69,714.024	13.94	971,813
Band 40	15,114.664	13.92	210,396
Band 41	8,245.009	7.58	62,497
Band 42	4,564.534	7.55	34,462
Band 43	10,038.930	7.53	75,593
Band 44	216.766	7.48	1,621
Band 45	1,105.812	7.46	8,249
Band 46	328,038.381	7.51	2,463,568
Band 47	49,609.323	7.49	371,574
Band 49	159,371.139	10.81	1,722,802
Band 56	145,256.239	7.66	1,112,663
Band 57	719.645	7.58	5,455
	8,994,873.070		$ 69,595,677

246

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Japan Equity Index Portfolio - Class A
Contracts in accumulation period:
Band 6	3,050.521	$ 9.86	$ 30,078
Band 7	464.795	9.86	4,583
Band 8	1,762.098	9.86	17,374
Band 10	2,610.389	9.85	25,712
Band 11	1,511.892	9.85	14,892
Band 12	377.699	9.85	3,720
Band 13	79.289	9.85	781
Band 14	9,576.673	9.85	94,330
Band 15	2,545.274	9.85	25,071
Band 17	22.673	9.85	223
Band 19	2,857.918	9.84	28,122
Band 20	695.648	9.85	6,852
Band 38	660.160	9.87	6,516
Band 46	6,042.383	9.84	59,457
Band 47	487.836	9.84	4,800
Band 56	171.844	9.87	1,696
	32,917.092		$ 324,207
ING Opportunistic Large Cap Portfolio - Class S
Contracts in accumulation period:
Band 4	7,125.034	$ 10.56	$ 75,240
Band 5	11,748.328	7.68	90,227
Band 6	102,966.306	8.24	848,442
Band 7	253,794.508	7.58	1,923,762
Band 8	9,767.858	8.19	79,999
Band 9	31,177.821	7.48	233,210
Band 10	64,095.366	9.21	590,318
Band 11	106,365.633	8.13	864,753
Band 12	45,990.122	8.12	373,440
Band 13	105,381.985	7.35	774,558
Band 14	155,416.458	8.07	1,254,211
Band 15	32,278.643	7.26	234,343
Band 16	12,497.037	8.02	100,226
Band 17	21,934.269	8.00	175,474
Band 18	5,296.404	7.98	42,265
Band 19	4,939.217	8.89	43,910
Band 20	57,270.545	9.10	521,162
Band 21	21,092.000	9.02	190,250
Band 25	463.316	8.41	3,896
Band 26	84,799.264	7.91	670,762
Band 27	55,684.726	7.71	429,329
Band 28	17,761.348	7.61	135,164
Band 29	37,085.310	7.58	281,107
Band 30	17,131.187	7.38	126,428
Band 31	19,290.632	7.29	140,629
Band 34	2,912.517	6.90	20,096

247

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 Portfolio - Class S
(continued)
Band 35	18,676.274	$ 8.04	$ 150,157
Band 36	3,993.162	7.91	31,586
Band 37	2,620.844	7.81	20,469
Band 38	37,323.815	11.12	415,041
Band 39	2,562.069	10.98	28,132
Band 40	3,146.287	10.87	34,200
Band 41	1,843.834	10.23	18,862
Band 42	819.165	10.10	8,274
Band 43	29,143.960	10.01	291,731
	1,384,395.244		$ 11,221,653
ING Russell™ Global Large Cap Index 75% Portfolio -
Class S
Contracts in accumulation period:
Band 5	90.767	$ 12.95	$ 1,175
Band 6	327,067.695	10.06	3,290,301
Band 7	16,803.126	10.05	168,871
Band 8	129,799.432	10.04	1,303,186
Band 9	1,569.343	10.03	15,741
Band 10	536,637.838	10.02	5,377,111
Band 11	46,086.505	10.02	461,787
Band 12	181.045	10.01	1,812
Band 13	192,768.458	10.00	1,927,685
Band 14	52,020.103	9.99	519,681
Band 15	143,268.875	9.98	1,429,823
Band 16	29,157.227	9.97	290,698
Band 17	57,088.398	9.96	568,600
Band 19	3,453.880	9.94	34,332
Band 20	17,862.006	10.00	178,620
Band 26	1,989.681	12.98	25,826
Band 30	3,531.115	12.91	45,587
Band 41	591.696	12.91	7,639
Band 43	1,552.363	12.88	19,994
Band 46	34,822.528	9.95	346,484
Band 47	14,284.630	9.93	141,846
Band 56	97,988.737	10.09	988,706
Band 57	9,219.266	10.02	92,377
	1,717,834.714		$ 17,237,882

248

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Russell™ Large Cap Growth Index Portfolio -
Class S
Contracts in accumulation period:
Band 2	5,185.243	$ 11.75	$ 60,927
Band 3	1,907.597	11.73	22,376
Band 4	31,978.776	12.70	406,130
Band 5	48,549.013	12.70	616,572
Band 6	1,607,178.101	12.69	20,395,090
Band 7	1,395,258.133	12.68	17,691,873
Band 8	271,572.530	12.68	3,443,540
Band 9	91,762.684	12.67	1,162,633
Band 10	1,093,133.573	12.67	13,850,002
Band 11	565,479.020	12.66	7,158,964
Band 12	419,483.134	12.66	5,310,656
Band 13	723,427.773	12.65	9,151,361
Band 14	1,511,568.085	12.64	19,106,221
Band 15	315,446.731	12.64	3,987,247
Band 16	29,883.130	12.63	377,424
Band 17	774,537.311	12.62	9,774,661
Band 18	16,369.455	12.62	206,583
Band 19	80,524.404	12.61	1,015,413
Band 20	1,216,920.251	12.65	15,394,041
Band 21	124,326.639	12.63	1,570,245
Band 25	10,217.870	11.76	120,162
Band 26	150,545.485	12.73	1,916,444
Band 27	88,759.963	12.70	1,127,252
Band 28	23,575.005	12.69	299,167
Band 29	86,341.398	12.68	1,094,809
Band 30	24,416.911	12.66	309,118
Band 31	50,631.672	12.64	639,984
Band 33	155.587	12.60	1,960
Band 34	2,641.977	12.58	33,236
Band 35	86,924.879	12.75	1,108,292
Band 36	2,369.837	12.73	30,168
Band 37	879.546	12.72	11,188
Band 38	27,987.165	12.73	356,277
Band 39	8,190.939	12.71	104,107
Band 40	13,083.046	12.69	166,024
Band 41	21,029.990	12.66	266,240
Band 42	18,876.116	12.64	238,594
Band 43	20,374.276	12.62	257,123
Band 46	202,887.392	12.61	2,558,410
Band 47	23,351.179	12.60	294,225
Band 54	2,784.556	12.63	35,169
Band 55	1,887.099	12.68	23,928
Band 56	10,131.666	12.71	128,773
Band 57	7,735.240	12.66	97,928
	11,210,270.377		$ 141,920,537

249

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Russell™ Large Cap Index Portfolio - Class S
Contracts in accumulation period:
Band 1	5,942.760	$ 8.15	$ 48,433
Band 2	247,973.391	8.23	2,040,821
Band 3	3,298.074	12.87	42,446
Band 4	404,144.907	8.19	3,309,947
Band 5	190,804.093	8.19	1,562,686
Band 6	6,524,523.729	8.17	53,305,359
Band 7	5,261,284.066	8.16	42,932,078
Band 8	5,953,643.152	8.15	48,522,192
Band 9	781,915.641	8.14	6,364,793
Band 10	3,566,009.477	8.13	28,991,657
Band 11	6,625,442.496	8.13	53,864,847
Band 12	1,134,061.560	8.12	9,208,580
Band 13	3,311,747.189	8.11	26,858,270
Band 14	4,297,103.994	8.10	34,806,542
Band 15	1,537,427.157	8.09	12,437,786
Band 16	84,852.844	8.08	685,611
Band 17	1,532,904.534	8.07	12,370,540
Band 18	57,424.632	8.06	462,843
Band 19	156,430.324	8.05	1,259,264
Band 20	1,447,166.113	8.11	11,736,517
Band 21	285,823.355	8.08	2,309,453
Band 22	496.934	11.75	5,839
Band 23	8,735.294	11.75	102,640
Band 25	77,487.215	12.91	1,000,360
Band 26	142,141.021	8.24	1,171,242
Band 27	68,097.554	8.19	557,719
Band 28	43,873.333	8.17	358,445
Band 29	280,224.009	8.16	2,286,628
Band 30	69,658.686	8.12	565,629
Band 31	23,681.586	8.10	191,821
Band 38	29,608.050	8.23	243,674
Band 41	365,082.094	8.12	2,964,467
Band 42	9,428.371	8.09	76,276
Band 43	71,920.059	8.07	580,395
Band 45	279.921	8.00	2,239
Band 46	775,612.330	8.06	6,251,435
Band 47	92,361.924	8.03	741,666
Band 50	10,898.289	8.11	88,385
Band 56	274,732.317	8.21	2,255,552
Band 57	1,696.844	8.13	13,795
Band 60	205.464	8.14	1,672
	45,756,144.783		$ 372,580,544

250

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Russell™ Large Cap Value Index Portfolio -
Class S
Contracts in accumulation period:
Band 2	558.492	$ 12.55	$ 7,009
Band 4	56,116.065	12.53	703,134
Band 5	62.438	12.52	782
Band 6	130,419.939	12.51	1,631,553
Band 7	61,957.913	12.51	775,093
Band 8	59,990.194	12.50	749,877
Band 9	113,909.381	12.49	1,422,728
Band 10	150,953.574	12.49	1,885,410
Band 11	27,244.108	12.48	340,006
Band 12	1,930.088	12.48	24,087
Band 13	118,763.246	12.47	1,480,978
Band 14	100,259.098	12.47	1,250,231
Band 15	154,281.544	12.46	1,922,348
Band 16	2,790.837	12.45	34,746
Band 17	105,053.954	12.45	1,307,922
Band 18	142.826	12.44	1,777
Band 19	896.507	12.43	11,144
Band 20	45,505.915	12.47	567,459
Band 21	42,918.172	12.46	534,760
Band 26	188,487.399	12.55	2,365,517
Band 27	155,223.182	12.52	1,943,394
Band 28	49,776.348	12.51	622,702
Band 29	82,477.114	12.51	1,031,789
Band 30	71,455.829	12.48	891,769
Band 31	45,844.490	12.46	571,222
Band 32	68.997	12.44	858
Band 33	329.291	12.42	4,090
Band 34	949.861	12.41	11,788
Band 41	15,300.267	12.48	190,947
Band 42	5,700.140	12.46	71,024
Band 43	46,281.597	12.45	576,206
Band 44	1,456.728	12.41	18,078
Band 45	636.435	12.40	7,892
Band 46	62,528.564	12.44	777,855
Band 47	17,011.593	12.42	211,284
Band 51	3,122.367	12.45	38,873
Band 56	1,829.151	12.53	22,919
	1,922,233.644		$ 24,009,251

251

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 Growth Index Portfolio -
Class S
Contracts in accumulation period:
Band 2	54,755.555	$ 13.03	$ 713,465
Band 3	2,948.814	13.00	38,335
Band 4	97,789.875	13.01	1,272,246
Band 5	65,431.558	13.01	851,265
Band 6	2,765,328.361	13.00	35,949,269
Band 7	1,349,862.905	12.99	17,534,719
Band 8	2,056,516.557	12.98	26,693,585
Band 9	289,666.955	12.98	3,759,877
Band 10	2,008,990.451	12.97	26,056,606
Band 11	2,798,442.551	12.97	36,295,800
Band 12	463,276.850	12.96	6,004,068
Band 13	1,184,288.596	12.96	15,348,380
Band 14	1,977,019.886	12.95	25,602,408
Band 15	789,109.437	12.94	10,211,076
Band 16	58,538.416	12.93	756,902
Band 17	1,126,456.327	12.93	14,565,080
Band 18	17,610.274	12.92	227,525
Band 19	62,511.436	12.91	807,023
Band 20	800,974.581	12.95	10,372,621
Band 21	91,269.336	12.94	1,181,025
Band 25	13,305.660	13.04	173,506
Band 26	32,326.601	13.04	421,539
Band 27	15,528.505	13.01	202,026
Band 28	4,073.265	13.00	52,952
Band 29	32,115.103	12.99	417,175
Band 30	11,425.846	12.96	148,079
Band 31	1,435.097	12.95	18,585
Band 32	148.914	12.92	1,924
Band 38	48,501.176	13.03	631,970
Band 41	14,653.114	12.96	189,904
Band 42	109.552	12.94	1,418
Band 43	25,009.486	12.93	323,373
Band 45	689.797	12.88	8,885
Band 46	764,679.185	12.92	9,879,655
Band 47	49,340.926	12.91	636,991
Band 50	2,110.421	12.96	27,351
Band 51	1,592.418	12.93	20,590
Band 54	581.692	12.94	7,527
Band 55	571.228	12.98	7,415
Band 56	75,520.432	13.02	983,276
Band 57	2,164.490	12.97	28,073
	19,156,671.629		$ 248,423,489




252

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 2	3,254.664	$ 8.51	$ 27,697
Band 4	13,324.491	8.47	112,858
Band 5	4,675.654	8.46	39,556
Band 6	1,478,201.920	8.45	12,490,806
Band 7	567,438.784	8.44	4,789,183
Band 8	826,408.296	8.42	6,958,358
Band 9	61,242.957	8.42	515,666
Band 10	2,544,207.206	8.41	21,396,783
Band 11	571,519.048	8.40	4,800,760
Band 12	47,716.027	8.39	400,337
Band 13	678,894.933	8.39	5,695,928
Band 14	694,129.326	8.37	5,809,862
Band 15	727,368.687	8.36	6,080,802
Band 16	20,670.735	8.35	172,601
Band 17	575,441.442	8.34	4,799,182
Band 18	3,183.994	8.33	26,523
Band 19	29,454.274	8.32	245,060
Band 20	214,814.276	8.38	1,800,144
Band 21	23,478.583	8.36	196,281
Band 26	15,953.566	8.51	135,765
Band 27	16,695.211	8.47	141,408
Band 28	4,122.475	8.45	34,835
Band 29	48,233.173	8.44	407,088
Band 30	8,466.845	8.39	71,037
Band 31	5,389.027	8.37	45,106
Band 33	1,078.842	8.30	8,954
Band 38	9,727.690	8.51	82,783
Band 41	7,221.782	8.40	60,663
Band 42	2,459.078	8.37	20,582
Band 43	5,435.853	8.34	45,335
Band 46	549,782.950	8.33	4,579,692
Band 47	114,393.586	8.31	950,611
Band 55	510.226	8.42	4,296
Band 56	251,223.285	8.48	2,130,373
Band 57	5,670.331	8.40	47,631
Band 59	453.934	8.32	3,777
	10,132,243.151		$ 85,128,323

253

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 2	378.938	$ 8.75	$ 3,316
Band 4	40,796.831	8.71	355,340
Band 5	30,171.748	8.70	262,494
Band 6	1,673,973.536	8.69	14,546,830
Band 7	1,266,182.326	8.68	10,990,463
Band 8	949,288.539	8.66	8,220,839
Band 9	93,601.315	8.66	810,587
Band 10	2,679,878.908	8.65	23,180,953
Band 11	641,199.057	8.64	5,539,960
Band 12	156,358.574	8.63	1,349,374
Band 13	769,484.742	8.63	6,640,653
Band 14	1,090,246.901	8.61	9,387,026
Band 15	845,599.303	8.60	7,272,154
Band 16	62,483.051	8.59	536,729
Band 17	834,910.811	8.58	7,163,535
Band 18	6,412.152	8.57	54,952
Band 19	32,878.501	8.56	281,440
Band 20	555,415.085	8.62	4,787,678
Band 21	53,086.538	8.59	456,013
Band 25	9,133.163	8.76	80,007
Band 26	27,754.751	8.76	243,132
Band 27	17,771.104	8.71	154,786
Band 28	6,350.585	8.69	55,187
Band 29	79,924.995	8.68	693,749
Band 30	10,150.576	8.63	87,599
Band 31	3,997.144	8.61	34,415
Band 32	47.964	8.57	411
Band 38	16,118.378	8.75	141,036
Band 41	10,599.176	8.63	91,471
Band 42	932.500	8.60	8,020
Band 43	14,109.073	8.58	121,056
Band 46	684,974.458	8.56	5,863,381
Band 47	121,579.769	8.54	1,038,291
Band 52	395.574	8.68	3,434
Band 55	473.801	8.66	4,103
Band 56	482,010.481	8.72	4,203,131
Band 57	3,175.090	8.64	27,433
Band 59	367.673	8.56	3,147
Band 64	2,466.225	8.57	21,136
	13,274,679.336		$ 114,715,261




254

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Small Company Portfolio - Class S
Contracts in accumulation period:
Band 2	1,361.725	$ 9.03	$ 12,296
Band 4	15,014.446	8.99	134,980
Band 5	1,146.953	8.98	10,300
Band 6	1,359,012.127	8.97	12,190,339
Band 7	436,481.900	8.96	3,910,878
Band 8	634,299.709	8.95	5,676,982
Band 9	12,035.347	8.94	107,596
Band 10	1,604,687.311	8.93	14,329,858
Band 11	311,524.487	8.92	2,778,798
Band 12	65,135.171	8.91	580,354
Band 13	417,161.860	8.91	3,716,912
Band 14	552,186.321	8.89	4,908,936
Band 15	637,166.111	8.88	5,658,035
Band 16	38,338.627	8.87	340,064
Band 17	527,950.923	8.86	4,677,645
Band 18	5,047.772	8.85	44,673
Band 19	26,217.286	8.84	231,761
Band 20	187,828.825	8.90	1,671,677
Band 21	16,873.946	8.88	149,841
Band 26	67,629.895	9.04	611,374
Band 27	69,189.534	8.99	622,014
Band 28	3,902.701	8.97	35,007
Band 29	26,472.202	8.96	237,191
Band 30	4,757.754	8.91	42,392
Band 31	269.029	8.89	2,392
Band 35	42,896.831	13.31	570,957
Band 36	14,532.604	13.09	190,232
Band 37	3,108.138	12.94	40,219
Band 38	340,078.676	15.02	5,107,982
Band 39	69,544.066	14.83	1,031,338
Band 40	11,779.630	14.69	173,043
Band 41	1,018.459	8.92	9,085
Band 42	1,123.782	8.89	9,990
Band 43	23,757.453	8.86	210,491
Band 46	482,283.858	8.85	4,268,212
Band 47	25,086.500	8.82	221,263
Band 51	620.448	8.86	5,497
Band 56	110,390.302	9.01	994,617
Band 57	1,687.334	8.92	15,051
Band 64	1,189.604	8.88	10,564
	8,150,789.647		$ 75,540,836

255

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING U.S. Bond Index Portfolio - Class S
Contracts in accumulation period:
Band 2	1,657.941	$ 10.69	$ 17,723
Band 3	439.661	10.82	4,757
Band 4	87,441.540	10.64	930,378
Band 5	17,659.484	10.63	187,720
Band 6	3,588,431.819	10.62	38,109,146
Band 7	1,320,634.291	10.61	14,011,930
Band 8	1,500,270.463	10.59	15,887,864
Band 9	186,314.216	10.58	1,971,204
Band 10	4,694,672.060	10.57	49,622,684
Band 11	792,017.611	10.56	8,363,706
Band 12	223,479.371	10.55	2,357,707
Band 13	1,307,590.502	10.54	13,782,004
Band 14	1,335,045.076	10.52	14,044,674
Band 15	1,454,753.072	10.51	15,289,455
Band 16	248,184.499	10.49	2,603,455
Band 17	2,166,889.616	10.48	22,709,003
Band 18	6,270.097	10.47	65,648
Band 19	58,074.142	10.46	607,456
Band 20	874,710.468	10.53	9,210,701
Band 21	73,462.211	10.50	771,353
Band 25	202.012	10.89	2,200
Band 26	112,347.138	10.70	1,202,114
Band 27	45,143.802	10.64	480,330
Band 28	17,537.340	10.61	186,071
Band 29	235,360.567	10.61	2,497,176
Band 30	28,267.331	10.55	298,220
Band 31	8,500.157	10.52	89,422
Band 32	153.270	10.47	1,605
Band 34	2,022.524	10.40	21,034
Band 35	34,189.028	10.74	367,190
Band 36	3,998.798	10.70	42,787
Band 37	11,192.673	10.67	119,426
Band 38	608,435.649	10.69	6,504,177
Band 39	164,679.331	10.65	1,753,835
Band 40	72,600.085	10.62	771,013
Band 41	24,954.136	10.55	263,266
Band 42	4,898.802	10.51	51,486
Band 43	31,878.056	10.49	334,401
Band 45	4,790.179	10.39	49,770
Band 46	1,591,932.963	10.47	16,667,538
Band 47	228,018.045	10.44	2,380,508
Band 55	9,348.518	10.59	99,001
Band 56	643,851.075	10.66	6,863,452
Band 57	17,133.791	10.56	180,933
Band 60	872.488	10.58	9,231
	23,840,305.898		$ 251,784,754

256

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING WisdomTree^SMGlobal High-Yielding Equity Index
Portfolio - Class S
Contracts in accumulation period:
Band 4	44,929.955	$ 7.81	$ 350,903
Band 5	15,760.709	7.72	121,673
Band 6	4,692,092.992	7.79	36,551,404
Band 7	577,217.067	7.78	4,490,749
Band 8	1,771,924.282	7.76	13,750,132
Band 9	15,509.827	7.76	120,356
Band 10	8,771,636.711	7.75	67,980,185
Band 11	980,137.067	7.74	7,586,261
Band 12	36,993.794	7.73	285,962
Band 13	1,557,831.737	7.73	12,042,039
Band 14	1,214,818.354	7.71	9,366,250
Band 15	2,629,207.388	7.70	20,244,897
Band 16	90,650.191	7.69	697,100
Band 17	1,331,303.632	7.68	10,224,412
Band 18	2,471.222	7.67	18,954
Band 19	10,024.829	7.66	76,790
Band 20	733,757.464	7.72	5,664,608
Band 21	15,996.543	7.70	123,173
Band 26	18,058.949	7.77	140,318
Band 27	10,783.203	7.73	83,354
Band 28	4,908.342	7.71	37,843
Band 29	33,627.422	7.70	258,931
Band 30	483.059	7.66	3,700
Band 35	30,957.283	7.89	244,253
Band 36	8,478.135	7.86	66,638
Band 38	80,699.684	7.85	633,493
Band 39	35,839.899	7.82	280,268
Band 40	17,028.435	7.79	132,652
Band 41	14,656.311	7.66	112,267
Band 43	2,729.921	7.61	20,775
Band 46	1,720,126.819	7.66	13,176,171
Band 47	421,558.283	7.64	3,220,705
Band 54	4,307.413	7.70	33,167
Band 56	608,140.980	7.83	4,761,744
Band 57	18,733.711	7.74	144,999
Band 60	1,309.191	7.76	10,159
	27,524,690.804		$ 213,057,285
ING International Value Portfolio - Class S
Contracts in accumulation period:
Band 35	110,733.051	$ 14.10	$ 1,561,336
Band 36	17,292.517	13.87	239,847
Band 37	12,494.158	13.71	171,295
Band 38	396,578.494	15.35	6,087,480
Band 39	154,014.522	15.15	2,333,320
Band 40	21,704.684	15.00	325,570
	712,817.426		$ 10,718,848

257

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING MidCap Opportunities Portfolio - Class S
Currently payable annuity contracts:	325.011	$ 9.48	$ 3,081
Contracts in accumulation period:
Band 1	33,647.422	9.10	306,192
Band 2	412,122.270	9.48	3,906,919
Band 3	2,759.422	9.19	25,359
Band 4	164,492.603	9.27	1,524,846
Band 5	161,944.061	9.23	1,494,744
Band 6	4,502,606.937	9.15	41,198,853
Band 7	3,762,444.779	9.11	34,275,872
Band 8	3,271,761.177	9.03	29,544,003
Band 9	713,720.824	8.99	6,416,350
Band 10	2,574,341.958	8.95	23,040,361
Band 11	3,713,347.586	8.91	33,085,927
Band 12	1,022,912.331	8.87	9,073,232
Band 13	2,685,458.009	8.84	23,739,449
Band 14	4,138,298.929	8.76	36,251,499
Band 15	647,450.772	8.72	5,645,771
Band 16	84,808.985	8.64	732,750
Band 17	1,526,739.390	8.60	13,129,959
Band 18	36,181.622	8.57	310,077
Band 19	190,250.862	8.49	1,615,230
Band 20	1,726,451.528	8.80	15,192,773
Band 21	159,664.104	8.68	1,385,884
Band 22	757.986	9.03	6,845
Band 23	12,773.323	9.00	114,960
Band 24	130.047	9.90	1,287
Band 25	77,156.252	9.56	737,614
Band 26	26,357.200	9.07	239,060
Band 27	14,079.906	9.03	127,142
Band 28	3,218.936	9.00	28,970
Band 29	17,686.503	9.00	159,179
Band 30	1,552.352	8.95	13,894
Band 31	2,470.809	8.93	22,064
Band 35	54,438.653	13.63	741,999
Band 36	11,876.141	13.41	159,259
Band 37	1,042.263	13.25	13,810
Band 38	346,671.829	15.94	5,525,949
Band 39	45,889.240	15.73	721,838
Band 40	9,080.010	15.58	141,467
Band 41	1,571.372	8.95	14,064
Band 42	1,073.891	8.92	9,579
Band 43	2,249.211	8.90	20,018
Band 46	456,040.846	11.87	5,413,205
Band 47	40,002.206	11.78	471,226
Band 56	59,341.208	9.04	536,445
Band 57	9,556.987	8.96	85,631
Band 60	525.361	8.97	4,712
	32,727,273.114		$ 297,209,348

258

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING SmallCap Opportunities Portfolio - Class S
Contracts in accumulation period:
Band 2	2,733.950	$ 7.58	$ 20,723
Band 4	19,495.004	7.41	144,458
Band 5	92,135.280	7.38	679,958
Band 6	1,117,502.676	7.31	8,168,945
Band 7	1,126,156.999	7.28	8,198,423
Band 8	217,722.515	7.22	1,571,957
Band 9	71,603.211	7.19	514,827
Band 10	648,234.461	7.16	4,641,359
Band 11	361,811.532	7.12	2,576,098
Band 12	320,361.152	7.09	2,271,361
Band 13	644,943.432	7.06	4,553,301
Band 14	1,276,814.814	7.00	8,937,704
Band 15	224,324.194	6.97	1,563,540
Band 16	33,086.036	6.91	228,625
Band 17	633,871.490	6.88	4,361,036
Band 18	16,954.564	6.85	116,139
Band 19	78,963.158	6.79	536,160
Band 20	788,007.855	7.03	5,539,695
Band 21	97,036.973	6.94	673,437
Band 25	43,640.332	7.64	333,412
Band 26	5,413.323	12.20	66,043
Band 27	2,639.914	12.03	31,758
Band 28	594.838	11.94	7,102
Band 29	494.370	11.92	5,893
Band 30	6,100.113	11.75	71,676
Band 31	329.815	11.66	3,846
Band 35	44,210.110	7.74	342,186
Band 36	10,718.723	7.61	81,569
Band 38	78,619.132	14.29	1,123,467
Band 39	19,962.807	14.11	281,675
Band 40	6,572.188	13.97	91,813
Band 41	3,262.748	11.75	38,337
Band 42	82.781	11.64	964
Band 43	4,313.528	11.56	49,864
Band 46	139,342.358	10.50	1,463,095
Band 47	15,740.916	10.42	164,020
	8,153,797.292		$ 59,454,466
Legg Mason ClearBridge Variable Investors Portfolio
Contracts in accumulation period:
Band 22	487.986	$ 7.61	$ 3,714
Band 23	10,035.722	7.58	76,071
	10,523.708		$ 79,785

259

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
Legg Mason Global Currents Variable International All
Cap Opportunity Portfolio
Contracts in accumulation period:
Band 22	21.999	$ 13.36	$ 294
Band 23	3,497.721	13.07	45,715
	3,519.720		$ 46,009
Legg Mason Western Asset Variable High Income
Portfolio
Contracts in accumulation period:
Band 22	74.240	$ 18.82	$ 1,397
Band 23	4,142.060	18.41	76,255
	4,216.300		$ 77,652
Legg Mason Western Asset Variable Money Market
Portfolio
Contracts in accumulation period:
Band 23	1,725.488	$ 13.38	$ 23,087

Oppenheimer Main Street Small Cap Fund®/VA -
Service Class
Contracts in accumulation period:
Band 35	28,555.823	$ 15.80	$ 451,182
Band 36	3,024.908	15.65	47,340
Band 37	811.379	15.54	12,609
Band 38	57,892.007	15.62	904,273
Band 39	6,753.666	15.47	104,479
Band 40	5,229.467	15.36	80,325
	102,267.250		$ 1,600,208
PIMCO Real Return Portfolio - Administrative Class
Contracts in accumulation period:
Band 35	176,123.763	$ 11.96	$ 2,106,440
Band 36	40,963.589	11.84	485,009
Band 38	570,016.808	11.82	6,737,599
Band 39	114,207.145	11.70	1,336,224
Band 40	47,382.763	11.62	550,588
	948,694.068		$ 11,215,860
Pioneer Equity Income VCT Portfolio - Class II
Contracts in accumulation period:
Band 35	148,657.029	$ 11.44	$ 1,700,636
Band 36	29,085.129	11.25	327,208
Band 37	19,976.578	11.12	222,140
Band 38	751,359.612	12.72	9,557,294
Band 39	203,514.798	12.55	2,554,111
Band 40	53,763.976	12.43	668,286
	1,206,357.122		$ 15,029,675

260

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 5	4,810.327	$ 7.81	$ 37,569
Band 6	139,937.956	7.74	1,083,120
Band 7	384,447.952	7.70	2,960,249
Band 8	51,803.542	7.64	395,779
Band 9	6,595.471	7.60	50,126
Band 10	141,448.358	7.57	1,070,764
Band 11	90,390.629	7.54	681,545
Band 12	71,655.400	7.50	537,416
Band 13	149,993.359	7.47	1,120,450
Band 14	511,061.820	7.40	3,781,857
Band 15	28,303.585	7.37	208,597
Band 16	997.222	7.31	7,290
Band 17	118,259.547	7.27	859,747
Band 18	17,485.120	7.24	126,592
Band 19	22,603.121	7.18	162,290
Band 20	250,010.403	7.44	1,860,077
Band 21	10,175.890	7.34	74,691
Band 26	1,298.109	8.05	10,450
Band 27	1,579.920	7.84	12,387
Band 28	116.146	7.74	899
Band 29	6,452.823	7.70	49,687
Band 30	563.772	7.50	4,228
Band 31	177.700	7.40	1,315
Band 38	8.209	8.80	72
Band 41	2,230.001	10.05	22,412
Band 46	23,741.778	8.47	201,093
	2,036,148.160		$ 15,320,702

261

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	7,337.374	$ 9.50	$ 69,705
Band 5	5,462.015	9.46	51,671
Band 6	126,511.556	9.37	1,185,413
Band 7	137,956.896	9.33	1,287,138
Band 8	34,980.576	9.25	323,570
Band 9	6,503.634	9.21	59,898
Band 10	99,630.260	9.17	913,609
Band 11	86,688.838	9.13	791,469
Band 12	47,000.682	9.09	427,236
Band 13	58,519.467	9.05	529,601
Band 14	209,356.183	8.97	1,877,925
Band 15	44,665.131	8.93	398,860
Band 16	11,840.190	8.85	104,786
Band 17	105,601.910	8.81	930,353
Band 18	632.432	8.77	5,546
Band 19	11,680.875	8.70	101,624
Band 20	86,369.180	9.01	778,186
Band 21	13,921.755	8.89	123,764
Band 26	5,464.641	9.75	53,280
Band 27	266.218	9.50	2,529
Band 28	742.249	9.37	6,955
Band 29	7,913.651	9.33	73,834
Band 30	613.098	9.09	5,573
Band 31	1,105.708	8.97	9,918
Band 41	306.253	13.41	4,107
Band 42	2,524.638	13.24	33,426
Band 43	1,418.302	13.11	18,594
Band 46	23,690.587	9.70	229,799
Band 47	4,965.847	9.63	47,821
	1,143,670.146		$ 10,446,190

262

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	588.956	$ 6.20	$ 3,652
Band 4	6,888.635	6.11	42,090
Band 5	672.683	6.09	4,097
Band 6	316,598.835	6.05	1,915,423
Band 7	178,985.809	6.03	1,079,284
Band 8	208,414.295	5.99	1,248,402
Band 9	42,687.307	5.97	254,843
Band 10	302,482.528	5.95	1,799,771
Band 11	116,430.570	5.93	690,433
Band 12	24,973.076	5.91	147,591
Band 13	152,632.786	5.89	899,007
Band 14	270,194.101	5.86	1,583,337
Band 15	99,495.396	5.84	581,053
Band 16	13,948.405	5.80	80,901
Band 17	158,755.176	5.78	917,605
Band 18	2,497.078	5.76	14,383
Band 19	18,105.808	5.72	103,565
Band 20	198,054.978	5.88	1,164,563
Band 21	27,380.985	5.82	159,357
Band 26	35,220.884	6.22	219,074
Band 27	8,767.961	6.11	53,572
Band 28	6,576.772	6.05	39,789
Band 29	50,114.940	6.03	302,193
Band 30	18,247.416	5.91	107,842
Band 31	19,533.186	5.86	114,464
Band 41	8,656.438	5.92	51,246
Band 42	13,205.885	5.84	77,122
Band 43	4,353.225	5.78	25,162
Band 45	2,486.594	5.99	14,895
Band 46	84,192.863	7.07	595,244
Band 47	2,153.046	7.01	15,093
	2,393,296.617		$ 14,305,053
Wells Fargo Advantage Asset Allocation Fund
Contracts in accumulation period:
Band 6	25,466.201	$ 10.99	$ 279,874
Band 10	97,407.055	10.81	1,052,970
Band 14	47,231.327	10.65	503,014
Band 17	15,452.062	10.51	162,401
Band 46	1,107.496	9.35	10,355
	186,664.141		$ 2,008,614

263

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 10	9,742.260	$ 11.27	$ 109,795
Band 14	4,779.902	11.10	53,057
Band 15	2,288.580	11.06	25,312
Band 17	1,700.396	10.96	18,636
Band 46	3,320.813	9.45	31,382
	21,831.951		$ 238,182
Wells Fargo Advantage Equity Income Fund
Contracts in accumulation period:
Band 10	9,253.954	$ 10.31	$ 95,408
Band 14	8,135.956	10.14	82,499
Band 17	29,800.254	10.02	298,599
Band 20	5,660.948	10.18	57,628
Band 46	2,418.410	8.64	20,895
	55,269.522		$ 555,029
Wells Fargo Advantage Large Company Growth Fund
Contracts in accumulation period:
Band 6	1,346.557	$ 9.92	$ 13,358
Band 10	49,262.297	9.77	481,293
Band 14	26,572.376	9.62	255,626
Band 15	8,943.947	9.59	85,772
Band 17	49,473.266	9.50	469,996
Band 20	8,386.379	9.65	80,929
Band 21	210.635	9.56	2,014
Band 46	15,303.955	9.15	140,031
	159,499.412		$ 1,529,019
Wells Fargo Advantage Money Market Fund
Contracts in accumulation period:
Band 10	1,769.667	$ 10.43	$ 18,458
Band 14	1,744.139	10.27	17,912
	3,513.806		$ 36,370
Wells Fargo Advantage Small Cap Growth Fund
Contracts in accumulation period:
Band 6	1,991.696	$ 14.78	$ 29,437
Band 10	11,868.645	14.55	172,689
Band 14	7,389.628	14.32	105,819
Band 17	8,884.225	14.14	125,623
Band 20	1,782.520	14.37	25,615
Band 46	417.416	12.37	5,163
	32,334.130		$ 464,346

264


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	19,773.785	$ 12.53	$ 247,766
Band 10	26,755.479	12.33	329,895
Band 14	22,203.708	12.14	269,553
Band 15	1,916.925	12.10	23,195
Band 17	5,263.341	11.99	63,107
Band 46	12,752.052	11.52	146,904
	88,665.290		$ 1,080,420


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

265

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

266

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

267

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

268


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, 2009, 2008, 2007, 2006 and 2005, follows:


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
AIM V.I. Leisure Fund - Series I Shares
2009	2,010	$8.46	to	$10.67	$20,121	1.81%	0.95%	to	2.60%	29.41%	to	31.57%
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%
BlackRock Global Allocation V.I. Fund - Class III
2009	102,963	$9.33	to	$9.61	$975,605	2.36%	0.95%	to	2.60%	17.80%	to	19.83%
2008	49,903	$7.92	to	$8.02	$397,800	(d)	0.95%	to	2.60%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
Columbia Asset Allocation Fund, Variable Series -
Class A
2009	22	$13.63	to	$14.00	$308	3.86%	1.40%	to	1.80%	21.81%	to	22.27%
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%
Columbia Federal Securities Fund, Variable Series -
Class A
2009	2	$11.70	to	$11.98	$22	8.16%	1.45%	to	1.80%	0.09%	to	0.42%
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%

269

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
Columbia Large Cap Growth Fund, Variable Series -
Class A
2009	33	$9.95	to	$10.20	$331	0.68%	1.40%	to	1.90%	32.31%	to	32.99%
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	(a)	1.40%	to	1.90%		(a)
Columbia Small Cap Value Fund, Variable Series -
Class B
2009	9,211	$10.05	to	$17.36	$150,066	0.85%	0.95%	to	2.35%	21.97%	to	23.89%
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%
Columbia Small Company Growth Fund, Variable
Series - Class A
2009	2	$14.55	to	$14.90	$25	-	1.45%	to	1.80%	23.41%	to	23.86%
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%
Fidelity® VIP Equity-Income Portfolio - Service Class 2
2009	19,074	$7.72	to	$11.70	$183,254	1.91%	0.75%	to	2.60%	26.51%	to	28.93%
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%
Fidelity® VIP Contrafund® Portfolio - Service Class 2
2009	66,360	$7.79	to	$14.91	$795,683	1.12%	0.75%	to	2.60%	31.90%	to	34.45%
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%

270

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
Franklin Small Cap Value Securities Fund - Class 2
2009	799	$14.56	to	$15.26	$12,115	1.65%	0.75%	to	1.35%	27.41%	to	28.14%
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%
ING Balanced Portfolio - Class S
2009	654	$8.76	to	$12.11	$6,899	4.06%	0.75%	to	2.20%	16.33%	to	18.15%
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%
ING Intermediate Bond Portfolio - Class S
2009	106,012	$9.60	to	$12.91	$1,241,312	6.19%	0.75%	to	2.60%	8.41%	to	10.44%
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%
ING American Funds Asset Allocation Portfolio
2009	35,172	$8.60	to	$8.81	$306,208	1.71%	0.95%	to	2.35%	20.45%	to	22.19%
2008	20,680	$7.13	to	$7.21	$148,369	(d)	0.95%	to	2.60%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING American Funds Bond Portfolio
2009	49,758	$9.60	to	$10.04	$484,377	3.65%	0.75%	to	2.60%	9.18%	to	11.35%
2008	28,568	$8.77	to	$9.04	$252,168	(d)	0.75%	to	2.60%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)

271

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING American Funds Growth Portfolio
2009	181,605	$7.75	to	$12.48	$2,104,447	1.86%	0.75%	to	2.60%	35.05%	to	37.77%
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%
ING American Funds Growth-Income Portfolio
2009	127,548	$8.12	to	$11.61	$1,376,389	2.28%	0.75%	to	2.60%	27.18%	to	29.60%
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%
ING American Funds International Portfolio
2009	84,125	$8.00	to	$18.25	$1,387,295	3.37%	0.75%	to	2.60%	38.56%	to	41.37%
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%
ING American Funds World Allocation Portfolio -
Service Class
2009	8,491	$11.91	to	$13.13	$102,079	0.49%	0.95%	to	2.35%	31.60%	to	33.44%
2008	1,447	$9.05	to	$9.09	$13,128	(d)	1.00%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING Artio Foreign Portfolio - Service Class
2009	46,393	$6.65	to	$14.60	$601,656	3.12%	0.80%	to	2.60%	17.18%	to	19.31%
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%

272

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Artio Foreign Portfolio - Service 2 Class
2009	3,309	$10.93	to	$15.91	$46,737	2.84%	1.40%	to	2.20%	17.40%	to	18.38%
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%
ING BlackRock Inflation Protected Bond Portfolio -
Service Class
2009	15,090	$10.49	to	$10.64	$159,401	(e)	0.75%	to	2.60%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING BlackRock Large Cap Growth Portfolio -
Institutional Class
2009	19	$7.58	to	$7.71	$148	0.72%	0.75%	to	1.35%	28.69%	to	29.58%
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	(c)	0.75%	to	1.35%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
ING BlackRock Large Cap Growth Portfolio -
Service Class
2009	13,216	$8.21	to	$10.60	$130,165	0.32%	0.75%	to	2.60%	26.78%	to	29.32%
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%
ING BlackRock Large Cap Value Portfolio - Service
Class
2009	2,532	$8.02	to	$10.76	$25,192	0.39%	0.90%	to	2.35%	10.27%	to	11.85%
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%

273

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING BlackRock Large Cap Value Portfolio - Service 2
Class
2009	198	$8.48	to	$12.45	$2,189	0.23%	1.40%	to	2.20%	10.22%	to	11.06%
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%
ING Clarion Global Real Estate Portfolio - Service Class
2009	16,302	$7.49	to	$9.65	$151,036	2.43%	0.75%	to	2.60%	29.94%	to	32.34%
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	(b)	0.95%	to	2.60%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Clarion Global Real Estate Portfolio - Service 2 Class
2009	247	$9.16	to	$9.44	$2,299	2.15%	1.40%	to	2.20%	30.30%	to	31.48%
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	(b)	1.40%	to	2.20%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Clarion Real Estate Portfolio - Service Class
2009	7,573	$7.94	to	$64.36	$307,226	3.51%	0.50%	to	2.60%	32.26%	to	35.21%
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%
ING Clarion Real Estate Portfolio - Service 2 Class
2009	1,228	$10.01	to	$18.07	$18,836	3.33%	1.40%	to	2.20%	32.76%	to	33.80%
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%

274

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Evergreen Health Sciences Portfolio - Service
Class
2009	16,988	$8.19	to	$11.11	$179,816	-	0.90%	to	2.60%	16.96%	to	19.08%
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%
ING Evergreen Omega Portfolio - Service Class
2009	7,714	$11.30	to	$13.39	$93,436	0.43%	0.75%	to	2.35%	39.16%	to	41.39%
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%
ING Evergreen Omega Portfolio - Service 2 Class
2009	74	$11.30	to	$12.25	$879	-	1.40%	to	2.20%	38.99%	to	40.16%
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%
ING FMR^SMDiversified Mid Cap Portfolio - Service
Class
2009	57,858	$8.48	to	$14.98	$766,006	0.46%	0.50%	to	2.60%	35.66%	to	38.45%
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%
ING FMR^SMDiversified Mid Cap Portfolio - Service 2
Class
2009	2,037	$11.61	to	$17.86	$32,436	0.34%	1.40%	to	2.20%	35.95%	to	37.17%
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%

275

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Focus 5 Portfolio - Service Class
2009	22,107	$6.85	to	$7.77	$154,311	-	0.75%	to	2.35%	18.92%	to	21.03%
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	(c)	1.00%	to	2.35%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
ING Franklin Income Portfolio - Service Class
2009	43,601	$9.11	to	$10.25	$431,653	6.53%	0.95%	to	2.60%	28.61%	to	30.74%
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	(b)	0.95%	to	2.60%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Franklin Income Portfolio - Service 2 Class
2009	799	$9.69	to	$9.99	$7,857	6.74%	1.40%	to	2.20%	28.86%	to	30.08%
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	(b)	1.40%	to	2.20%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Franklin Mutual Shares Portfolio - Service Class
2009	20,839	$7.89	to	$9.21	$187,539	0.13%	0.95%	to	2.60%	23.25%	to	25.34%
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	(c)	0.95%	to	2.60%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
ING Franklin Templeton Founding Strategy Portfolio -
Service Class
2009	109,090	$7.57	to	$8.81	$849,891	2.86%	0.75%	to	2.60%	26.80%	to	29.37%
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	(c)	0.95%	to	2.60%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)

276

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Global Resources Portfolio - Service Class
2009	22,047	$7.96	to	$42.27	$692,061	0.33%	0.80%	to	2.60%	33.93%	to	36.40%
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%
ING Global Resources Portfolio - Service 2 Class
2009	1,285	$16.64	to	$25.82	$28,489	0.04%	1.40%	to	2.20%	34.19%	to	35.32%
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%
ING Janus Contrarian Portfolio - Service Class
2009	40,957	$6.93	to	$13.14	$460,273	0.58%	0.90%	to	2.60%	32.81%	to	35.22%
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%
ING Janus Contrarian Portfolio - Service 2 Class
2009	1,441	$10.89	to	$18.21	$21,856	0.31%	1.40%	to	2.20%	33.13%	to	34.29%
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%
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class
2009	35,528	$8.23	to	$22.21	$692,447	1.48%	0.75%	to	2.60%	67.19%	to	70.19%
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%

277

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class
2009	1,238	$20.02	to	$31.84	$33,336	1.14%	1.40%	to	2.20%	67.53%	to	68.91%
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%
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class
2009	12,649	$9.20	to	$13.24	$153,523	0.41%	0.90%	to	2.60%	23.95%	to	26.22%
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%
ING JPMorgan Small Cap Core Equity Portfolio -
Service 2 Class
2009	2,557	$9.62	to	$15.23	$34,226	0.22%	1.40%	to	2.20%	24.29%	to	25.35%
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%
ING Limited Maturity Bond Portfolio - Service Class
2009	5,258	$10.44	to	$27.44	$113,748	4.79%	0.50%	to	2.25%	4.76%	to	6.65%
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%
ING Liquid Assets Portfolio - Service Class
2009	97,754	$9.82	to	$19.41	$1,494,964	0.11%	0.75%	to	2.60%	-2.33%	to	-0.41%
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%

278

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Liquid Assets Portfolio - Service 2 Class
2009	3,118	$10.23	to	$10.58	$32,318	0.06%	1.40%	to	2.20%	-2.00%	to	-1.12%
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%
ING Lord Abbett Affiliated Portfolio - Service Class
2009	5,806	$8.46	to	$11.24	$57,701	0.69%	0.90%	to	2.45%	15.79%	to	17.78%
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%
ING Lord Abbett Affiliated Portfolio - Service 2 Class
2009	181	$8.73	to	$12.29	$1,991	0.57%	1.40%	to	2.20%	15.94%	to	16.94%
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%
ING Marsico Growth Portfolio - Service Class
2009	34,422	$7.78	to	$15.53	$460,437	0.84%	0.80%	to	2.60%	25.61%	to	28.03%
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%
ING Marsico Growth Portfolio - Service 2 Class
2009	1,476	$9.04	to	$13.16	$17,480	0.69%	1.40%	to	2.20%	26.08%	to	27.03%
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%

279

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Marsico International Opportunities Portfolio -
Service Class
2009	14,798	$7.04	to	$12.48	$175,866	1.22%	0.75%	to	2.60%	33.99%	to	36.62%
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	(a)	0.90%	to	2.60%		(a)
ING MFS Total Return Portfolio - Service Class
2009	35,805	$8.98	to	$28.47	$797,586	2.44%	0.50%	to	2.60%	14.78%	to	17.31%
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%
ING MFS Total Return Portfolio - Service 2 Class
2009	2,933	$9.84	to	$12.80	$34,335	2.28%	1.40%	to	2.20%	15.09%	to	16.05%
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%
ING MFS Utilities Portfolio - Service Class
2009	28,774	$8.04	to	$15.20	$416,638	5.29%	0.75%	to	2.60%	29.34%	to	31.87%
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	(a)	0.80%	to	2.60%		(a)
ING Oppenheimer Active Allocation Portfolio -
Service Class
2009	2,217	$10.51	to	$12.98	$23,532	1.10%	0.95%	to	2.35%	24.97%	to	26.39%
2008	412	$8.41	to	$8.45	$3,471	(d)	1.15%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)

280

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING PIMCO High Yield Portfolio - Service Class
2009	29,928	$11.24	to	$14.47	$400,025	8.29%	0.50%	to	2.60%	45.49%	to	48.60%
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%
ING PIMCO Total Return Bond Portfolio - Service
Class
2009	184,659	$11.14	to	$19.42	$2,982,070	4.08%	0.75%	to	2.60%	11.41%	to	13.57%
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%
ING PIMCO Total Return Bond Portfolio - Service 2 Class
2009	5,514	$12.33	to	$14.04	$73,887	3.66%	1.40%	to	2.20%	11.79%	to	12.68%
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%
ING Pioneer Fund Portfolio - Service Class
2009	5,109	$8.39	to	$10.64	$51,948	1.15%	0.75%	to	2.60%	20.84%	to	23.29%
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	(a)	0.75%	to	2.60%		(a)
ING Pioneer Mid Cap Value Portfolio - Service Class
2009	56,025	$8.41	to	$10.54	$563,986	1.19%	0.75%	to	2.60%	21.84%	to	24.29%
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	(a)	0.75%	to	2.60%		(a)

281

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B	Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)	(lowest to highest)
ING Retirement Conservative Portfolio - Adviser
Class
2009	48,192	$8.30	to	$8.32	$400,422	(e)	0.95% to 2.35%		(e)
2008	(e)		(e)		(e)	(e)	(e)		(e)
2007	(e)		(e)		(e)	(e)	(e)		(e)
2006	(e)		(e)		(e)	(e)	(e)		(e)
2005	(e)		(e)		(e)	(e)	(e)		(e)
ING Retirement Growth Portfolio - Adviser Class
2009	484,226	$9.35	to	$9.38	$4,534,412	(e)	0.95% to 2.60%		(e)
2008	(e)		(e)		(e)	(e)	(e)		(e)
2007	(e)		(e)		(e)	(e)	(e)		(e)
2006	(e)		(e)		(e)	(e)	(e)		(e)
2005	(e)		(e)		(e)	(e)	(e)		(e)
ING Retirement Moderate Growth Portfolio - Adviser
Class
2009	322,936	$9.61	to	$9.64	$3,108,225	(e)	0.95% to 2.60%		(e)
2008	(e)		(e)		(e)	(e)	(e)		(e)
2007	(e)		(e)		(e)	(e)	(e)		(e)
2006	(e)		(e)		(e)	(e)	(e)		(e)
2005	(e)		(e)		(e)	(e)	(e)		(e)
ING Retirement Moderate Portfolio - Adviser Class
2009	186,216	$9.84	to	$9.87	$1,834,949	(e)	0.95% to 2.60%		(e)
2008	(e)		(e)		(e)	(e)	(e)		(e)
2007	(e)		(e)		(e)	(e)	(e)		(e)
2006	(e)		(e)		(e)	(e)	(e)		(e)
2005	(e)		(e)		(e)	(e)	(e)		(e)
ING T. Rowe Price Capital Appreciation Portfolio -
Service Class
2009	75,826	$9.45	to	$52.21	$2,513,348	1.88%	0.75% to 2.60%	29.86%	to	32.33%
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%

282

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING T. Rowe Price Capital Appreciation Portfolio -
Service 2 Class
2009	5,711	$11.22	to	$16.31	$83,348	1.69%	1.40%	to	2.20%	30.16%	to	31.11%
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%
ING T. Rowe Price Equity Income Portfolio - Service
Class
2009	28,154	$8.17	to	$32.99	$652,560	1.66%	0.50%	to	2.60%	21.80%	to	24.35%
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%
ING T. Rowe Price Equity Income Portfolio - Service 2
Class
2009	1,880	$9.28	to	$12.99	$22,439	1.53%	1.40%	to	2.20%	22.06%	to	23.01%
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%
ING Templeton Global Growth Portfolio - Service
Class
2009	16,283	$7.93	to	$22.99	$299,463	2.07%	0.80%	to	2.60%	28.88%	to	31.22%
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%
ING Templeton Global Growth Portfolio - Service 2
Class
2009	346	$9.97	to	$15.22	$4,691	1.95%	1.40%	to	2.20%	29.15%	to	30.20%
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%

283

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Van Kampen Global Franchise Portfolio - Service
Class
2009	18,516	$8.96	to	$16.29	$272,604	6.66%	0.80%	to	2.60%	25.54%	to	27.86%
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%
ING Van Kampen Global Franchise Portfolio -
Service 2 Class
2009	4,059	$12.36	to	$16.54	$60,900	6.66%	1.40%	to	2.20%	25.74%	to	26.74%
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%
ING Van Kampen Global Tactical Asset Allocation
Portfolio - Service Class
2009	4,278	$9.67	to	$12.17	$41,756	3.07%	0.95%	to	2.35%	13.22%	to	14.45%
2008	318	$8.54	to	$8.58	$2,725	(d)	1.15%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING Van Kampen Growth and Income Portfolio -
Service Class
2009	20,388	$8.35	to	$30.63	$482,174	1.23%	0.50%	to	2.60%	20.71%	to	23.31%
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%
ING Van Kampen Growth and Income Portfolio -
Service 2 Class
2009	3,999	$9.97	to	$14.09	$51,349	1.11%	1.40%	to	2.20%	21.14%	to	21.99%
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%

284

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Wells Fargo Small Cap Disciplined Portfolio -
Service Class
2009	1,807	$8.89	to	$12.84	$16,529	0.58%	0.90%	to	2.35%	27.00%	to	28.92%
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	(a)	1.40%	to	2.35%		(a)
ING Wells Fargo Small Cap Disciplined Portfolio -
Service 2 Class
2009	47	$8.89	to	$9.19	$425	0.50%	1.40%	to	2.20%	26.82%	to	27.82%
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	(b)	1.40%	to	2.20%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Diversified International Fund - Class R
2009	24	$8.33	to	$8.50	$203	0.52%	0.75%	to	1.35%	32.85%	to	33.86%
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	(b)	1.00%	to	1.35%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING American Century Small-Mid Cap Value
Portfolio - Service Class
2009	127	$14.83	to	$16.27	$2,051	2.20%	0.75%	to	1.35%	33.81%	to	34.63%
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%
ING Baron Small Cap Growth Portfolio - Service Class
2009	28,614	$8.16	to	$14.72	$288,247	-	0.75%	to	2.60%	31.77%	to	34.18%
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%

285

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Columbia Small Cap Value Portfolio - Service
Class
2009	19,380	$7.80	to	$9.08	$156,330	1.23%	0.95%	to	2.60%	21.50%	to	23.51%
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	(b)	0.95%	to	2.60%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Davis New York Venture Portfolio - Service Class
2009	30,411	$8.08	to	$11.93	$266,995	0.67%	0.75%	to	2.60%	28.14%	to	30.66%
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%
ING JPMorgan Mid Cap Value Portfolio - Service
Class
2009	6,384	$8.42	to	$14.90	$67,915	1.46%	0.75%	to	2.55%	22.50%	to	24.69%
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%
ING Legg Mason Partners Aggressive Growth
Portfolio - Service Class
2009	8,824	$8.14	to	$10.75	$89,393	-	0.75%	to	2.55%	28.61%	to	30.90%
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%
ING Oppenheimer Global Portfolio - Initial Class
2009	618	$11.50	to	$12.26	$7,415	2.34%	0.75%	to	2.10%	36.74%	to	38.53%
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	(a)	0.75%	to	2.60%		(a)

286

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Oppenheimer Global Portfolio - Service Class
2009	10,171	$8.44	to	$15.14	$124,376	2.14%	0.75%	to	2.60%	35.73%	to	38.33%
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%
ING Oppenheimer Strategic Income Portfolio -
Service Class
2009	732	$11.47	to	$11.80	$8,547	3.29%	0.75%	to	1.35%	19.73%	to	20.41%
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	(a)	0.75%	to	1.35%		(a)
ING PIMCO Total Return Portfolio - Service Class
2009	718	$12.82	to	$14.46	$9,629	3.45%	0.75%	to	1.35%	11.09%	to	11.75%
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%
ING Solution 2015 Portfolio - Service Class
2009	1,596	$10.48	to	$10.78	$16,960	3.91%	0.75%	to	1.35%	20.74%	to	21.40%
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	(a)	0.75%	to	1.10%		(a)
ING Solution 2025 Portfolio - Service Class
2009	1,640	$10.12	to	$10.41	$16,849	3.52%	0.75%	to	1.35%	24.17%	to	24.82%
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	(a)	0.75%				(a)

287

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Solution 2035 Portfolio - Service Class
2009	1,070	$10.18	to	$10.47	$11,035	2.91%	0.75%	to	1.35%	26.62%	to	27.37%
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	(a)	0.75%	to	1.00%		(a)
ING Solution 2045 Portfolio - Service Class
2009	135	$10.14	to	$10.43	$1,384	2.15%	0.75%	to	1.35%	28.03%	to	28.77%
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	(a)	1.00%				(a)
ING Solution Income Portfolio - Service Class
2009	635	$10.76	to	$11.07	$6,919	5.25%	0.75%	to	1.35%	15.57%	to	16.28%
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	(b)	0.75%	to	1.20%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING T. Rowe Price Diversified Mid Cap Growth
Portfolio - Service Class
2009	680	$11.04	to	$13.67	$9,112	0.31%	0.75%	to	1.35%	44.07%	to	44.90%
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%
ING T. Rowe Price Growth Equity Portfolio - Service
Class
2009	11,877	$7.87	to	$12.83	$97,640	0.01%	0.75%	to	2.60%	39.05%	to	41.41%
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%

288

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Templeton Foreign Equity Portfolio - Service
Class
2009	25,327	$7.67	to	$10.46	$241,228	-	0.75%	to	2.60%	28.47%	to	31.00%
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	(b)	0.95%	to	2.60%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Thornburg Value Portfolio - Initial Class
2009	163	$8.51	to	$12.46	$1,479	1.12%	0.95%	to	2.10%	41.78%	to	43.50%
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%
ING Thornburg Value Portfolio - Service Class
2009	718	$9.82	to	$13.11	$7,716	0.79%	0.75%	to	2.35%	40.89%	to	43.36%
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%
ING UBS U.S. Large Cap Equity Portfolio - Service
Class
2009	649	$9.20	to	$12.05	$6,503	1.15%	0.75%	to	2.35%	28.49%	to	30.69%
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%
ING Van Kampen Comstock Portfolio - Service Class
2009	15,876	$8.24	to	$12.18	$164,271	2.32%	0.75%	to	2.60%	25.28%	to	27.51%
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%

289

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Van Kampen Equity and Income Portfolio -
Initial Class
2009	202	$11.39	to	$11.63	$2,321	1.91%	0.75%	to	1.20%	21.30%	to	21.78%
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	(a)	0.75%	to	1.35%		(a)
ING Van Kampen Equity and Income Portfolio -
Service Class
2009	17,055	$8.66	to	$13.99	$189,556	1.66%	0.75%	to	2.60%	19.14%	to	21.49%
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%
ING Strategic Allocation Conservative Portfolio -
Class S
2009	102	$12.97	to	$13.35	$1,353	8.24%	0.75%	to	1.35%	16.11%	to	16.90%
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	(a)	0.75%	to	1.10%		(a)
ING Strategic Allocation Growth Portfolio - Class S
2009	42	$13.85	to	$14.25	$589	9.26%	0.75%	to	1.35%	23.22%	to	24.02%
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	(a)	0.75%	to	1.10%		(a)
ING Strategic Allocation Moderate Portfolio - Class S
2009	48	$13.43	to	$13.81	$657	7.97%	0.75%	to	1.35%	19.91%	to	20.51%
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	(a)	0.75%	to	1.35%		(a)

290

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Growth and Income Portfolio - Class I
2009	14	$7.87	to	$7.89	$109	1.01%	1.25%	to	1.40%	28.50%	to	28.59%
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	(c)	1.25%	to	1.40%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
ING Growth and Income Portfolio - Class S
2009	57,953	$7.62	to	$13.34	$453,859	1.45%	0.50%	to	2.60%	26.58%	to	29.34%
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%
ING GET U.S. Core Portfolio - Series 5
2009	1,378	$10.11	to	$10.72	$14,317	3.58%	1.45%	to	2.50%	-0.88%	to	0.19%
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%
ING GET U.S. Core Portfolio - Series 6
2009	1,412	$9.61	to	$10.48	$14,418	2.17%	1.45%	to	3.10%	-1.44%	to	0.19%
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%
ING GET U.S. Core Portfolio - Series 7
2009	1,033	$9.65	to	$10.40	$10,450	2.29%	1.45%	to	2.95%	-1.93%	to	-0.48%
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%

291

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING GET U.S. Core Portfolio - Series 8
2009	543	$9.92	to	$10.54	$5,547	2.39%	1.25%	to	2.50%	-0.60%	to	0.57%
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	(a)	1.25%	to	3.10%		(a)
ING GET U.S. Core Portfolio - Series 9
2009	504	$9.89	to	$10.38	$5,144	2.25%	1.45%	to	2.50%	-1.00%	to	0.00%
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	(a)	1.25%	to	3.10%		(a)
ING GET U.S. Core Portfolio - Series 10
2009	412	$9.75	to	$10.30	$4,090	2.82%	1.25%	to	2.50%	-3.37%	to	-2.09%
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	(a)	1.25%	to	3.10%		(a)
ING GET U.S. Core Portfolio - Series 11
2009	565	$9.77	to	$10.38	$5,718	3.98%	1.45%	to	2.95%	-3.65%	to	-2.17%
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	(a)	0.95%	to	1.90%		(a)
ING GET U.S. Core Portfolio - Series 12
2009	221	$9.71	to	$10.33	$2,232	3.19%	1.45%	to	3.05%	-3.67%	to	-2.09%
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	(b)	1.45%	to	3.10%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)

292

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING GET U.S. Core Portfolio - Series 13
2009	1,567	$9.82	to	$10.17	$15,806	3.48%	1.45%	to	2.45%	-4.47%	to	-3.51%
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	(b)	1.45%	to	3.10%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING GET U.S. Core Portfolio - Series 14
2009	4,490	$9.72	to	$10.20	$45,358	3.95%	1.45%	to	3.05%	-3.76%	to	-2.30%
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	(c)	1.45%	to	3.10%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
ING BlackRock Science and Technology Opportunities
Portfolio - Class S
2009	22,823	$9.58	to	$14.51	$223,254	-	0.75%	to	2.60%	48.53%	to	51.46%
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	(a)	0.75%	to	1.35%		(a)
ING Dow Jones Euro STOXX 50 Index Portfolio -
Class A
2009	62	$9.79	to	$9.82	$608	(e)	1.15%	to	2.25%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING FTSE 100 Index Portfolio - Class A
2009	74	$10.24	to	$10.27	$755	(e)	1.15%	to	2.25%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)

293

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Hang Seng Index Portfolio - Class S
2009	3,225	$12.87	to	$13.00	$41,686	(e)	0.95%	to	2.35%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING Index Plus LargeCap Portfolio - Class S
2009	19,841	$7.78	to	$11.56	$174,337	2.75%	0.75%	to	2.60%	19.74%	to	21.99%
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%
ING Index Plus MidCap Portfolio - Class S
2009	11,403	$8.13	to	$13.56	$127,725	1.34%	0.75%	to	2.60%	28.07%	to	30.42%
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%
ING Index Plus SmallCap Portfolio - Class S
2009	8,979	$7.64	to	$12.93	$94,468	1.41%	0.75%	to	2.60%	21.34%	to	23.58%
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%
ING International Index Portfolio - Class S
2009	8,995	$7.46	to	$13.99	$69,588	-	0.75%	to	2.60%	24.42%	to	26.32%
2008	998	$6.02	to	$6.09	$6,041	(d)	0.95%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)

294

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Japan Equity Index Portfolio - Class A
2009	33	$9.84	to	$9.87	$324	(e)	1.00%	to	2.35%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING Opportunistic Large Cap Portfolio - Class S
2009	1,384	$6.90	to	$11.12	$11,219	2.74%	0.75%	to	2.55%	12.01%	to	13.88%
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%
ING Russell™ Global Large Cap Index 75%
Portfolio - Class S
2009	1,718	$9.93	to	$12.98	$17,237	2.96%	0.95%	to	2.35%	22.29%	to	23.80%
2008	335	$8.12	to	$8.15	$2,725	(d)	1.15%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING Russell™ Large Cap Growth Index Portfolio -
Class S
2009	11,210	$11.73	to	$12.75	$141,894	(e)	0.75%	to	2.55%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING Russell™ Large Cap Index Portfolio - Class S
2009	45,756	$8.00	to	$12.91	$372,497	-	0.80%	to	2.60%	20.57%	to	22.44%
2008	3,418	$6.66	to	$6.73	$22,903	(d)	0.80%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)

295

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Russell™ Large Cap Value Index Portfolio -
Class S
2009	1,922	$12.40	to	$12.55	$24,005	(e)	0.95%	to	2.60%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING Russell™ Mid Cap Growth Index Portfolio -
Class S
2009	19,157	$12.88	to	$13.04	$248,368	(e)	0.90%	to	2.60%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING Russell™ Mid Cap Index Portfolio - Class S
2009	10,132	$8.30	to	$8.51	$85,119	-	0.95%	to	2.40%	36.45%	to	38.37%
2008	3,704	$6.04	to	$6.15	$22,649	(d)	0.80%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING Russell™ Small Cap Index Portfolio - Class S
2009	13,275	$8.54	to	$8.76	$114,700	-	0.90%	to	2.35%	23.41%	to	25.32%
2008	10,143	$6.91	to	$7.00	$70,527	(d)	0.80%	to	2.45%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING Small Company Portfolio - Class S
2009	8,151	$8.82	to	$15.02	$75,533	0.54%	0.75%	to	2.35%	24.23%	to	26.28%
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%

296

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING U.S. Bond Index Portfolio - Class S
2009	23,840	$10.39	to	$10.89	$251,758	2.45%	0.75%	to	2.60%	2.77%	to	4.78%
2008	17,418	$10.11	to	$10.41	$177,261	(d)	0.75%	to	2.60%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING WisdomTree^SMGlobal High-Yielding Equity
Index Portfolio - Class S
2009	27,525	$7.61	to	$7.89	$213,033	-	0.75%	to	2.35%	26.91%	to	28.92%
2008	23,942	$6.00	to	$6.12	$145,051	(d)	0.75%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING International Value Portfolio - Class S
2009	713	$13.71	to	$15.35	$10,718	1.54%	0.75%	to	1.35%	24.38%	to	25.22%
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%
ING MidCap Opportunities Portfolio - Class S
2009	32,727	$8.49	to	$15.94	$297,130	0.12%	0.50%	to	2.35%	37.78%	to	40.23%
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%
ING SmallCap Opportunities Portfolio - Class S
2009	8,154	$6.79	to	$14.29	$59,441	-	0.75%	to	2.35%	27.54%	to	29.65%
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%

297

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
Legg Mason ClearBridge Variable Investors Portfolio
2009	11	$7.58	to	$7.61	$80	1.31%	1.25%	to	1.40%	22.85%	to	22.94%
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	(c)	1.25%	to	1.40%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
Legg Mason Global Currents Variable International
All Cap Opportunity Portfolio
2009	4	$13.07	to	$13.36	$46	-	1.25%	to	1.40%	26.77%	to	27.00%
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%
Legg Mason Western Asset Variable High Income
Portfolio
2009	4	$18.41	to	$18.82	$78	12.40%	1.25%	to	1.40%	57.75%	to	57.89%
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%
Legg Mason Western Asset Variable Money Market
Portfolio
2009	2	$13.38			$23	-	1.40%			-1.18%
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%
Oppenheimer Main Street Small Cap Fund®/VA -
Service Class
2009	102	$15.36	to	$15.80	$1,600	0.50%	0.75%	to	1.35%	34.97%	to	35.86%
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	(a)	0.75%	to	1.10%		(a)

298

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
PIMCO Real Return Portfolio - Administrative Class
2009	949	$11.62	to	$11.96	$11,216	2.94%	0.75%	to	1.35%	16.78%	to	17.49%
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	(a)	0.75%	to	1.20%		(a)
Pioneer Equity Income VCT Portfolio - Class II
2009	1,206	$11.12	to	$12.72	$15,029	3.01%	0.75%	to	1.35%	12.29%	to	13.04%
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%
ProFund VP Bull
2009	2,036	$7.18	to	$10.05	$15,316	0.65%	0.95%	to	2.25%	21.49%	to	23.28%
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%
ProFund VP Europe 30
2009	1,144	$8.70	to	$13.41	$10,444	2.60%	0.95%	to	2.35%	29.26%	to	31.05%
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%
ProFund VP Rising Rates Opportunity
2009	2,393	$5.72	to	$7.07	$14,303	0.55%	0.95%	to	2.60%	28.82%	to	30.95%
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%

299

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
Wells Fargo Advantage Asset Allocation Fund
2009	187	$9.35	to	$10.99	$2,009	1.85%	1.40%	to	2.20%	12.92%	to	13.89%
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%
Wells Fargo Advantage C&B Large Cap Value Fund
2009	22	$9.45	to	$11.27	$238	1.70%	1.65%	to	2.20%	26.00%	to	26.77%
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%
Wells Fargo Advantage Equity Income Fund
2009	55	$8.64	to	$10.31	$555	1.85%	1.65%	to	2.20%	14.29%	to	14.94%
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%
Wells Fargo Advantage Large Company Growth Fund
2009	159	$9.15	to	$9.92	$1,529	0.35%	1.40%	to	2.20%	40.12%	to	41.31%
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%
Wells Fargo Advantage Money Market Fund
2009	4	$10.27	to	$10.43	$36	-	1.65%	to	1.90%	-1.82%	to	-1.60%
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%

300

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
Wells Fargo Advantage Small Cap Growth Fund
2009	32	$12.37	to	$14.78	$464	-	1.40%	to	2.20%	49.40%	to	50.51%
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%
Wells Fargo Advantage Total Return Bond Fund
2009	89	$11.52	to	$12.53	$1,080	4.46%	1.40%	to	2.20%	9.51%	to	10.49%
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%

(a)	As investment Division was not available until 2005, this data is not meaningful and is therefore not presented.
(b)	As investment Division was not available until 2006, this data is not meaningful and is therefore not presented.
(c)	As investment Division was not available until 2007, this data is not meaningful and is therefore not presented.
(d)	As investment Division was not available until 2008, this data is not meaningful and is therefore not presented.
(e)	As investment Division was not available until 2009, 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.

301

ingusa_cofinancials.htm - Generated by SEC Publisher for SEC Filing

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, 2009, 2008, and 2007	C-3
Balance Sheets as of December 31, 2009 and 2008	C-4
Statements of Changes in Shareholder's Equity for the years ended
December 31, 2009, 2008, and 2007	C-6
Statements of Cash Flows for the years ended
December 31, 2009, 2008, and 2007	C-8
Notes to Financial Statements	C-10

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, 2009 and 2008, 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, 2009. 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, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the financial statements, in 2009 the Company changed its method of accounting for the recognition and presentation of other-than-temporary impairments.

/s/ Ernst & Young LLP

Atlanta, Georgia
March 31, 2010

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,
	2009	2008		2007
Revenue:
Net investment income	$ 1,416.5	$ 1,438.0	$ 1,346.4
Fee income	943.2	1,152.4		1,198.9
Premiums	694.1	19.1		19.6
Net realized capital losses:
Total other-than-temporary impairment losses	(607.6)	(1,028.1)		(153.3)
Portion of other-than-temporary impairment losses
recognized in Other comprehensive income (loss)	118.0	-		-
Net other-than-temporary impairments recognized in earnings	(489.6)	(1,028.1)		(153.3)
Other net realized capital losses	(2,011.6)	(453.6)		(237.9)
Total net realized capital losses	(2,501.2)	(1,481.7)		(391.2)
Other income	0.9	0.2		0.1
Total revenue	553.5	1,128.0		2,173.8
Benefits and expenses:
Interest credited and other benefits to contractowners	590.4	1,716.0		1,312.0
Operating expenses	386.1	291.7		269.6
Net amortization of deferred policy acquisition
costs and value of business acquired	(362.2)	680.5		408.1
Interest expense	32.9	30.5		32.5
Other expense	39.6	35.7		24.2
Total benefits and expenses	686.8	2,754.4		2,046.4
(Loss) income before income taxes	(133.3)	(1,626.4)		127.4
Income tax benefit	(136.5)	(245.2)		(1.6)
Net income (loss)	$ 3.2	$ (1,381.2)	$ 129.0

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,
	2009	2008
Assets
Investments:
Fixed maturities, available-for-sale, at fair value
(amortized cost of $17,724.3 at 2009 and $20,229.0 at 2008)	$ 17,156.5	$ 16,967.5
Equity securities, available-for-sale, at fair value
(cost of $150.8 at 2009 and $257.6 at 2008)	154.3	253.9
Short-term investments	2,044.0	111.7
Mortgage loans on real estate	3,413.2	3,923.3
Policy loans	131.6	144.4
Loan - Dutch State obligation	1,026.0	-
Limited partnerships/corporations	252.6	332.9
Derivatives	317.4	340.3
Other investments	23.9	24.4
Securities pledged (amortized cost of $1,079.4 at 2009
and $1,141.2 at 2008)	1,092.5	1,168.7
Total investments	25,612.0	23,267.1
Cash and cash equivalents	37.8	610.8
Short-term investments under securities loan agreement	169.0	130.4
Accrued investment income	187.3	214.5
Receivable for securities sold	7.6	9.1
Premium receivable	86.9	303.1
Deposits and reinsurance recoverable	3,350.0	5,349.3
Deferred policy acquisition costs	3,718.0	4,205.5
Value of business acquired	113.4	195.1
Sales inducements to contractowners	810.2	624.3
Short-term loan to affiliate	545.5	-
Due from affiliates	816.3	14.5
Current income tax recoverable	-	321.1
Other assets	398.7	481.9
Assets held in separate accounts	42,996.1	34,090.8
Total assets	$ 78,848.8	$ 69,817.5

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,
	2009	2008
Liabilities and Shareholder's Equity
Future policy benefits and claims reserves	$ 27,044.7	$ 32,570.7
Payable for securities purchased	115.7	4.1
Payables under securities loan agreement,
including collateral held	201.1	148.0
Borrowed money	311.1	483.1
Notes to affiliates	435.0	435.0
Due to affiliates	122.5	151.7
Current income taxes	69.0	-
Deferred income taxes	767.5	35.8
Other liabilities	4,045.2	1,130.8
Liabilities related to separate accounts	42,996.1	34,090.8
Total liabilities	76,107.9	69,050.0

Shareholder's equity:
Common stock (250,000 shares authorized, issued
and outstanding; $10 per share value)	2.5	2.5
Additional paid-in capital	5,172.7	4,335.4
Accumulated other comprehensive income (loss)	(512.8)	(1,333.7)
Retained deficit	(1,921.5)	(2,236.7)
Total shareholder's equity	2,740.9	767.5
Total liabilities and shareholder's equity	$ 78,848.8	$ 69,817.5

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 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 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, 2008	$ 2.5	$ 4,335.4	$ (1,333.7)	$ (2,236.7)	$ 767.5
Cumulative effect of change in
accounting principle, net of DAC
and tax	-	-	(312.0)	312.0	-
Comprehensive income:
Net income	-	-	-	3.2	3.2
Other comprehensive loss, net of tax:
Change in net unrealized capital
gains (losses) on securities
($1,744.7 pretax), including change
in tax valuation allowance of $(99.7)	-	-	1,233.6	-	1,233.6
Portion of other-than-temporary
impairment losses recognized in
other comprehensive income
(loss) ($(118.0) pretax), including
increase in tax valuation allowance
of $41.3	-	-	(118.0)	-	(118.0)
Change in other-than-temporary
impairment losses recognized in
other comprehensive income
(loss) ($17.9 pretax), including
decrease in tax valuation allowance
of $(6.3)	-	-	17.9	-	17.9
Pension liability ($0.9 pretax)	-	-	(0.6)	-	(0.6)
Total comprehensive income					1,136.1
Capital contribution from Parent	-	835.0	-	-	835.0
Employee share-based payments	-	2.3	-	-	2.3
Balance at December 31, 2009	$ 2.5	$ 5,172.7	$ (512.8)	$ (1,921.5)	$ 2,740.9

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,
	2009	2008		2007
Cash Flows from Operating Activities:
Net income (loss)	$ 3.2	$ (1,381.2)	$ 129.0
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Capitalization of deferred policy acquisition costs
and sales inducements	(477.4)	(888.6)		(864.5)
Net amortization of deferred policy acquisition costs,
value of business acquired, and sales inducements	(584.7)	910.2		528.3
Net accretion/decretion of discount/premium	55.2	74.7		52.2
Future policy benefits, claims reserves, and
interest credited	1,203.5	2,156.8		1,368.5
Provision for deferred income taxes	220.6	509.6		(69.0)
Net realized capital losses	2,501.2	1,481.7		391.2
Change in:
Accrued investment income	27.2	2.4		(33.2)
Reinsurance recoverable (excluding GICs)	(705.2)	(827.0)		(132.4)
Other receivables and asset accruals	318.4	(389.9)		2.5
Other reinsurance asset	(19.0)	(353.8)		-
Due to/from affiliates	(831.0)	64.5		56.0
Income tax recoverable	-	(361.8)		-
Other payables and accruals	1,499.6	17.9		42.9
Employee share-based payments	1.7	2.7		4.3
Other, net	(209.8)	163.8		2.2
Net cash provided by operating activities	3,003.5	1,182.0		1,478.0
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, or redemption of:
Fixed maturities, available-for-sale	6,830.0	7,478.8		10,631.8
Equity securities, available-for-sale	136.5	162.8		16.5
Mortgage loans on real estate	566.6	474.5		776.1
Limited partnership/corporations	92.6	533.9		15.2
Derivatives	193.4	235.8		261.7
Acquisition of:
Fixed maturities, available-for-sale	(3,162.7)	(7,002.2)		(15,767.5)
Equity securities, available-for-sale	(10.2)	(272.0)		(193.5)
Mortgage loans on real estate	(81.1)	(700.3)		(790.6)
Limited partnerships/corporations	(32.9)	(503.8)		(320.6)
Derivatives	(2,478.8)	(293.9)		(238.8)
Short-term investments, net	(1,931.1)	77.2		(53.8)
Loan-Dutch State obligation, net	180.5	-		-
Policy loans, net	12.8	-		-
Collateral held, net	14.5	6.2		11.5
Other, net	0.9	13.7		1.9
Net cash provided by (used in) investing activities	331.0	210.7		(5,650.1)

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.)

Statements of Cash Flows

(In millions)


	Year Ended December 31,
	2009	2008		2007
Cash Flows from Financing Activities:
Deposits received for investment contracts	$ 4,552.6	$ 8,473.0	$ 10,458.9
Maturities and withdrawals from investment contracts	(11,282.1)	(9,520.7)		(7,062.2)
Reinsurance recoverable on investment contracts	2,704.5	93.8		275.3
Notes to affiliates	(545.5)	-		-
Short-term repayments of repurchase agreements, net	(172.0)	(232.4)		(54.1)
Capital distribution to Parent	-	(900.0)		-
Capital contribution from Parent	835.0	1,100.0		150.0
Net cash (used in) provided by financing activities	(3,907.5)	(986.3)		3,767.9
Net (decrease) increase in cash and cash equivalents	(573.0)	406.4		(404.2)
Cash and cash equivalents, beginning of year	610.8	204.4		608.6
Cash and cash equivalents, end of year	$ 37.8	$ 610.8	$ 204.4
Supplemental cash flow information:
Income taxes (received) paid, net	$ (753.7)	$ (393.1)	$ 21.3
Interest paid	$ 35.4	$ 50.5	$ 67.1
Non-cash transfers:				-
Securities received from affiliate under reinsurance agreement	$ 2,084.7	-		-
Loan-Dutch State obligation	$ 1,206.5	-		-

The accompanying notes are an integral part of these financial statements.

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)

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 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”.

As part of a restructuring plan approved by the European Commission (“EC”), ING has agreed
to separate its banking and insurance businesses by 2013. ING intends to achieve this
separation over the next four years by divestment of its insurance and investment management
operations, including the Company. ING has announced that it will explore all options for
implementing the separation including initial public offerings, sales, or a combination thereof.

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 intends to cease sales of its variable annuity products
during the first half of 2010, as part of a global business strategy and risk reduction plan.

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.

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)

Recently Adopted Accounting Standards

Measuring the Fair Value of Certain Alternative Investments

In September 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update (“ASU”) 2009-12, “Fair Value Measurements and Disclosures (ASC Topic
820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent)” (“ASU 2009-12”), which allows the use of net asset value to estimate the fair
value of certain alternative investments, such as interests in hedge funds, private equity funds,
real estate funds, venture capital funds, offshore fund vehicles, and funds of funds. In addition,
ASU 2009-12 requires disclosures about the attributes of such investments.

The provisions of ASU 2009-12 were adopted by the Company on December 31, 2009. The
Company determined, however, that there was no effect on the Company’s financial condition,
results of operations, or cash flows upon adoption, as its guidance is consistent with that
previously applied by the Company under US GAAP. The disclosure provisions required by
ASU 2009-12 are presented in the Investments footnote to these financial statements.

Measuring Liabilities at Fair Value

In August 2009, the FASB issued ASU 2009-05, “Fair Value Measurements and Disclosures
(ASC Topic 820): Measuring Liabilities at Fair Value” (“ASU 2009-05”), which clarifies that in
circumstances where a quoted price in an active market for an identical liability is not available,
one of the following techniques should be used to measure a liability’s fair value:

§ The quoted price of the identical liability when traded as an asset; or
§ Quoted prices for similar liabilities or similar liabilities traded as assets; or
§ Another valuation technique consistent with the principles of ASC Topic 820, such as the
income approach or a market approach.

ASU 2009-05 also clarifies that restrictions preventing the transfer of a liability should not be
considered as an adjustment in the measurement of its fair value.

The provisions of ASU 2009-05 were adopted by the Company on December 31, 2009. The
Company determined, however, that there was no effect on the Company’s financial condition,
results of operations, or cash flows upon adoption, as its guidance is consistent with that
previously applied by the Company under US GAAP.

FASB Accounting Standards Codification

In June 2009, the FASB issued ASU 2009-01, “Topic 105 – Generally Accepted Accounting
Principles: amendments based on Statement of Financial Accounting Standards No. 168, The
FASB Accounting Standards Codification^TMand the Hierarchy of Generally Accepted
Accounting Principles” (“ASU 2009-01”), which confirms that as of July 1, 2009, the “FASB
Accounting Standards Codification^TM” (“the Codification” or “ASC”) is the single official
source of authoritative, nongovernmental US GAAP. All existing accounting standard

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)

documents are superseded, and all other accounting literature not included in the Codification is
considered nonauthoritative.

The Company adopted the Codification as of July 1, 2009. There was no effect on the
Company’s financial condition, results of operations, or cash flows. The Company has revised
its disclosures to incorporate references to the Codification topics.

Subsequent Events

In May 2009, the FASB issued new guidance on subsequent events, included in ASC Topic
855, “Subsequent Events,” which establishes:

§ The period after the balance sheet date during which an entity should evaluate events or
transactions for potential recognition or disclosure in the financial statements;
§ The circumstances under which an entity should recognize such events or transactions in its
financial statements; and
§ Disclosures regarding such events or transactions and the date through which an entity has
evaluated subsequent events.

These provisions, as included in ASC Topic 855, were adopted by the Company on June 30,
2009. In addition, in February 2010, the FASB issued ASU 2010-09, “Subsequent Events
(Topic 855): Amendments to Certain Recognition and Disclosure Requirements”, which
clarifies that an SEC filer should evaluate subsequent events through the date the financial
statements are issued and eliminates the requirement for an SEC filer to disclose that date,
effective upon issuance. The Company determined that there was no effect on the Company’s
financial condition, results of operations, or cash flows upon adoption, as the guidance is
consistent with that previously applied by the Company under U.S. auditing standards. The
disclosure provisions included in ASC Topic 855, as amended, are presented in this
Organization and Significant Accounting Policies footnote.

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued new guidance on determining fair value when the volume and
level of activity for the asset or liability have significantly decreased and identifying
transactions that are not orderly, included in ASC Topic 820, “Fair Value Measurements and
Disclosures,” which confirms that fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the
measurement date under current market conditions. In addition, this guidance, as included in
ASC Topic 820:

§ Clarifies factors for determining whether there has been a significant decrease in market
activity for an asset or liability;
§ Requires an entity to determine whether a transaction is not orderly based on the weight of
the evidence; and

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)


§	Requires an entity to disclose in interim and annual periods the input and valuation
	technique used to measure fair value and any change in valuation technique.

These provisions, as included in ASC Topic 820, were adopted by the Company on April 1,
2009. The Company determined, however, that there was no effect on the Company’s financial
condition, results of operations, or cash flows upon adoption, as its guidance is consistent with
that previously applied by the Company under US GAAP.

Recognition and Presentation of Other-Than-Temporary Impairments

In April 2009, the FASB issued new guidance on recognition and presentation of other-than-
temporary impairments, included in ASC Topic 320, “Investments-Debt and Equity Securities,”
which requires:

§	Noncredit related impairments to be recognized in other comprehensive income (loss), if
	management asserts that it does not have the intent to sell the security and that it is more
	likely than not that the entity will not have to sell the security before recovery of the
	amortized cost basis;
§	Total other-than-temporary impairments (“OTTI”) to be presented in the statement of
	earnings with an offset recognized in other comprehensive income (loss) for the noncredit
	related impairments;
§	A cumulative effect adjustment as of the beginning of the period of adoption to reclassify
	the noncredit component of a previously recognized other-than-temporary impairment from
	retained earnings to accumulated other comprehensive income (loss); and
§	Additional interim disclosures for debt and equity securities regarding types of securities
	held, unrealized losses, and other-than-temporary impairments.

These provisions, as included in ASC Topic 320, were adopted by the Company on April 1,
2009. As a result of implementation, the Company recognized a cumulative effect of change in
accounting principle of $312.0 after considering the effects of deferred policy acquisition costs
(“DAC”) and income taxes of $(139.1) and $48.6, respectively, as an increase to April 1, 2009
Retained earnings (deficit) with a corresponding decrease to Accumulated other comprehensive
income (loss).

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)

In addition, the Company recognized an increase in amortized cost for previously impaired
securities due to the recognition of the cumulative effect of change in accounting principle as of
April 1, 2009, as follows:


	Change in
	Amortized Cost
Fixed maturities:
U.S. corporate, state and municipalities	$ 53.3
Foreign	69.2
Residential mortgage-backed	64.3
Commercial mortgage-backed	92.6
Other asset-backed	123.1
Total investments, available-for-sale	$ 402.5

The disclosure provisions, as included in ASC Topic 320, are presented in the Investments
footnote to these financial statements.

Interim Disclosures about Fair Value of Financial Instruments

In April 2009, the FASB issued new guidance on interim disclosures about fair value of
financial instruments, included in ASC Topic 825, “Financial Instruments,” which requires that
the fair value of financial instruments be disclosed in an entity’s interim financial statements, as
well as in annual financial statements. The provisions included in ASC Topic 825 also require
that fair value information be presented with the related carrying value and that the method and
significant assumptions used to estimate fair value, as well as changes in method and significant
assumptions, be disclosed.

These provisions, as included in ASC Topic 825, were adopted by the Company on April 1,
2009 and are presented in the Financial Instruments footnote to these financial statements. As
the pronouncement only pertains to additional disclosure, the adoption had no effect on the
Company’s financial condition, results of operations, or cash flows.

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued new guidance on disclosures about derivative instruments and
hedging activities, included in ASC Topic 815, “Derivatives and Hedging,” 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 US GAAP for
derivative and hedging activities; and
§ How derivative instruments and related hedged items affect an entity’s financial statements.

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)

These provisions, as included in ASC Topic 815, were adopted by the Company on January 1,
2009 and are included in the Financial Instruments footnote to these financial statements. As the
pronouncement only pertains to additional disclosure, the adoption had no effect on the
Company’s financial condition, results of operations, or cash flows. In addition, the Company’s
derivatives are generally not accounted for using hedge accounting treatment under ASC Topic
815, as the Company has not historically sought hedge accounting treatment.

Business Combinations

In December 2007, the FASB issued new guidance on business combinations, included in ASC
Topic 805, “Business Combinations.” ASC Topic 805 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 guidance 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.

These provisions, as included in ASC Topic 805, also amend or eliminate various other
authoritative literature.

In addition, in April 2009, the FASB issued new guidance on accounting for assets acquired and
liabilities assumed in a business combination that arise from contingencies, which rescinds
requirements to recognize contingent assets and liabilities acquired in a business combination at
fair value on the acquisition date, and reinstates certain previous guidance to value many of
those contingencies under ASC Topic 450, “Contingencies.”

These provisions, as included in ASC Topic 805, were adopted by the Company on January 1,
2009. The Company determined, however, that there was no effect on the Company’s financial
condition, results of operations, or cash flows as of December 31, 2009, as there have been no
acquisitions for the year ended December 31, 2009.

Equity Method Investment Accounting

In November 2008, a consensus was reached on new guidance on equity method investment
accounting considerations, included in ASC Topic 323, “Investments-Equity Method and Joint
Ventures,” which requires, among other provisions, that:

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)

§ 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.

These provisions, as included in ASC Topic 323, were adopted by the Company on January 1,
2009. The Company determined, however, that there was no effect on the Company’s financial
condition, results of operations, or cash flows as of December 31, 2009, as there have been no
acquisitions or changes in ownership for the year ended December 31, 2009.

New Accounting Pronouncements

Scope Exception Related to Embedded Credit Derivatives

In March 2010, the FASB issued ASU 2010-11, “Derivatives and Hedging (ASC Topic 815):
Scope Exception Related to Embedded Credit Derivatives” (“ASU 2010-11”), which clarifies
that the only type of embedded credit derivatives that are exempt from bifurcation requirements
are those that relate to the subordination of one financial instrument to another. The provisions
of ASU 2010-11 are effective as of the beginning of the first fiscal quarter after June 15, 2010,
with early adoption permitted. The Company does not expect an impact on its financial
condition, results of operations, or cash flows upon adoption, as the guidance is consistent with
that previously applied by the Company under ASC Topic 815.

Improving Disclosures about Fair Value Measurements

In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosure
(ASC Topic 820): Improving Disclosures about Fair Value Measurements,” (“ASU 2010-06”),
which requires several new disclosures, as well as clarification to existing disclosures, as
follows:

§ Significant transfers in and out of Level 1 and Level 2 fair value measurements and the
reason for the transfers;
§ Purchases, sales, issuances, and settlement, in the Level 3 fair value measurements
reconciliation on a gross basis;
§ Fair value measurement disclosures for each class of assets and liabilities (i.e.,
disaggregated); and
§ Valuation techniques and inputs for both recurring and nonrecurring fair value
measurements that fall in either Level 2 or Level 3 fair value measurements.

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 provisions of ASU 2010-06 are effective for interim and annual reporting periods beginning
after December 15, 2009, except for the disclosures related to the Level 3 reconciliation, which
are effective for fiscal years beginning after December 15, 2010, and for interim periods within
those fiscal years. The Company is currently in the process of determining the impact of
adoption of the provisions of ASU 2010-06.

Accounting and Reporting Decreases in Ownership of a Subsidiary

In January 2010, the FASB issued ASU 2010-02 “Consolidations (ASC Topic 810): Accounting
and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification,” (“ASU
2010-02”), which clarifies that the scope of the decrease in ownership provisions applies to the
following:

§ A subsidiary or group of assets that is a business or nonprofit activity;
§ A subsidiary that is a business or nonprofit activity that is transferred to an equity method
investee or joint venture; and
§ An exchange of a group of assets that constitutes a business or nonprofit activity for a
noncontrolling interest in an entity (including an equity method investee or joint venture).

ASU 2010-02 also notes that the decrease in ownership guidance does not apply to sales of in
substance real estate and expands disclosure requirements.

The provisions of ASU 2010-02 are effective as of the beginning of the first interim or annual
reporting period after December 15, 2009, and are required to be applied retrospectively to
January 1, 2009. The Company is currently in the process of determining the impact of
adoption of the provisions of ASU 2010-02.

Improvements to Financial Reporting by Enterprises Involved in Variable Interest Entities

In December 2009, the FASB issued ASU 2009-17, “Consolidations (ASC Topic 810):
Improvements to Financial Reporting by Enterprises Involved in Variable Interest Entities,”
(“ASU 2009-17”), which eliminates the exemption for qualifying special-purpose entities
(“QSPEs”), as well as amends the consolidation guidance for variable interest entities (“VIEs”),
as follows:

§ Removes the quantitative-based assessment for consolidation of VIEs and, instead, requires
a qualitative assessment of whether an entity has the power to direct the VIE’s activities,
and whether the entity has the obligation to absorb losses or the right to reserve benefits that
could be significant to the VIE; and
§ Requires an ongoing reassessment of whether an entity is the primary beneficiary of a VIE.

In addition, in February 2010, the FASB issued ASU 2010-10, “Consolidation (ASC Topic
810): Amendments for Certain Investment Funds” (ASU 2010-10), which primarily defers ASU
2009-17 for an investment in an entity that is accounted for as an investment company.

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 provisions of ASU 2009-17 and ASU 2010-10 are effective as of the beginning of the first
fiscal year that begins after November 15, 2009, and for subsequent interim and annual
reporting periods. The Company is currently in the process of determining the impact of
adoption of the provisions of ASU 2009-17 and ASU 2010-10.

Accounting for Transfers of Financial Assets

In December 2009, the FASB issued ASU 2009-16 “Transfers & Servicing (ASC Topic 860):
Accounting for Transfers of Financial Assets” (“ASU 2009-16”), which eliminates the QSPE
concept and requires a transferor of financial assets to:

§ Consider the transferor’s continuing involvement in assets, limiting the circumstances in
which a financial asset should be derecognized when the transferor has not transferred the
entire asset to an entity that is not consolidated;
§ Account for the transfer as a sale only if an entity transfers an entire financial asset and
surrenders controls, unless the transfer meets the conditions for a participating interest; and
§ Recognize and initially measure at fair value all assets obtained and liabilities incurred as a
result of a transfer of financial assets accounted for as a sale.

The provisions of ASU 2009-16 are effective as of the beginning of the first fiscal year that
begins after November 15, 2009, and for subsequent interim and annual reporting periods. The
Company is currently in the process of determining the impact of adoption of the provisions of
ASU 2009-16.

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
current year classifications.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, certain money market instruments, and other
debt issues with a maturity of 90 days or less when purchased.

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)

Subsequent Events

The Company has evaluated subsequent events for recognition and disclosure through the date
the financial statements, as of December 31, 2009 and for the three years ended December 31,
2009, 2008, and 2007, were issued.

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, value of business acquired (“VOBA”), and deferred income taxes.

Other-Than-Temporary-Impairments

The Company analyzes its general account investments to determine whether there has been an
other-than-temporary decline in fair value below the amortized cost basis. Factors considered in
this analysis include, but are not limited to, the length of 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, interest rate changes, and changes in ratings of
the security.

When assessing the Company’s intent to sell a security or if it is more likely than not it will be
required to sell a security before recovery of its cost basis, management evaluates facts and
circumstances such as, but not limited to, decisions to rebalance the investment portfolio and
sales of investments to meet cash flow needs.

When the Company has determined it has the intent to sell or if it is more likely than not that it
will be required to sell a security before recovery of its amortized cost basis and the fair value
has declined below amortized cost (“intent impairment”) the individual security is written down
from amortized cost to fair value and a corresponding charge is recorded in Net realized capital
gains (losses) on the Statements of Operations as an other-than-temporary impairment
(“OTTI”). If the Company does not intend to sell the security nor is it more likely than not it
will be required to sell the security before recovery of its amortized cost basis, but the Company
has determined that there has been an other-than-temporary decline in fair value below the
amortized cost basis, the OTTI is bifurcated into the amount representing the present value of
the decrease in cash flows expected to be collected (“credit impairment”) and the amount
related to other factors (“noncredit impairment”). The credit impairment is recorded in Net
realized capital gains (losses) on the Statements of Operations. The noncredit impairment is
recorded in Other comprehensive income (loss) on the Balance Sheets in accordance with the
requirements of ASC Topic 320.

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)

In order to determine the amount of the OTTI that is considered a credit impairment, the
Company estimates the recovery value by performing a discounted cash flow analysis based
upon the best estimate of expected future cash flows, discounted at the effective interest rate
implicit in the underlying debt security. The effective interest rate is the original yield for a
fixed rate security or current coupon yield for a floating rate security.

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 of Investments and Derivatives

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 ASC Topic 820. 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 brokers and
third-party commercial pricing services are non-binding. The valuations are reviewed and
validated monthly through the internal valuation committee price variance review, comparisons
to internal pricing models, back testing to recent trades, or 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 during 2009.

The following valuation methods and assumptions were used by the Company in estimating
reported values for the investments and derivatives described below:

Fixed maturities, available-for-sale: The fair values for the actively traded marketable bonds are
determined based upon the quoted market prices and are classified as Level 1 assets. The fair
values for marketable bonds without an active market, excluding subprime residential
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.

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 its 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.

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)

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.
Approximately three broker quotes are currently being provided for these securities. A few of
the CMO-Bs are priced by the originating broker due to the complexity and unique
characteristics of the assets. CMO-Bs are classified as Level 3 assets due to the lack of
corroborating evidence to support a higher level and the inactivity of the market for these bonds.

Trading activity for the Company’s Residential Mortgage-backed Securities (“RMBS”),
particularly subprime and Alt-A RMBS, declined during 2008 as a result of the dislocation of
the credit markets. During 2008 and 2009, the Company continued to obtain pricing
information from commercial pricing services and brokers. However, the pricing for subprime
and Alt-A RMBS 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 RMBS was inactive and
classified these securities as Level 3 assets. 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. While the market for
subprime and Alt-A RMBS remained largely inactive in the first half of 2009 compared to prior
years, the Company noted an increase in trade activity of Alt-A RMBS during the second half of
2009. Therefore, the Company determined that the Alt-A RMBS should be transferred to Level
2 of the valuation hierarchy as its overall assessment of the market is that it is now active. The
market for subprime RMBS remains largely inactive, and as such these securities will remain in
Level 3 of the valuation hierarchy. The Company will continue to monitor market activity for
RMBS to determine proper classification in the valuation hierarchy.

Broker quotes and prices obtained from pricing services are reviewed and validated monthly
through an internal valuation committee price variance review, comparisons to internal pricing
models, back testing to recent trades, or monitoring of trading volumes. At December 31, 2009,
$96.6 and $13.1 billion of a total of $18.2 billion in fixed maturities were valued using
unadjusted broker quotes and unadjusted prices obtained from pricing services, respectively,
and verified through the review process. The remaining balance in fixed maturities consisted
primarily of privately placed bonds valued using a matrix-based pricing model and CMO-Bs
valued using average broker quotes.

Generally, the Company does not obtain more than one vendor price from pricing services per
instrument. The Company uses a hierarchy process in which prices are obtained from a primary
vendor, and, if that vendor is unable to provide the price, the next vendor in the hierarchy is
contacted until a price is obtained or it is determined that a price cannot be obtained from a
commercial pricing service. When a price cannot be obtained from a commercial pricing
service, broker quotes are solicited. All prices and broker quotes obtained, with the exception
of CMO-B securities, go through the review process described above including valuations for
which only one broker quote is obtained. After review, for those instruments where the price is
determined to be appropriate, the unadjusted price provided is used for financial statement
valuation. If it is determined that the price is questionable, another price may be requested from
a different vendor. The internal valuation committee then reviews all prices for the instrument

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)

again, along with information from the review, to determine which price best represents “exit
price” for the instrument.

Equity securities, available-for-sale: Fair values of publicly traded equity securities are based
upon quoted market price and are classified as Level 1 assets. Other equity securities, typically
private equities or equity securities not traded on an exchange, are valued by other sources such
as analytics or brokers and are classified as Level 3 assets.

Short-term investments: The fair values for certain short-term investments are determined based
on quoted market prices. These assets are classified as Level 1. Other short-term investments
are valued and classified in the fair value hierarchy consistent with the policies described herein,
depending on investment type.

Derivatives: The carrying amounts for these financial instruments, which can be assets or
liabilities, 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, 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 typically utilizes 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 transact
only with investment grade counterparties with a credit rating of A- or better. Valuations for the
Company’s futures contracts are based on unadjusted quoted prices from an active exchange
and, therefore, are classified as Level 1. The Company also has certain credit default swaps and
options that are priced using models that primarily use market observable inputs, but contain
inputs that are not observable to market participants, which have been classified as Level 3.
However, all other derivative instruments are valued based on market observable inputs and are
classified as Level 2.

Embedded derivatives - Investment contract guarantees: The Company records liabilities, which
can be either positive or negative, for annuity contracts containing guaranteed riders for
Guaranteed Minimum Accumulation Benefits (“GMABs”) and Guaranteed Minimum
Withdrawal Benefits (“GMWBs”) without life contingencies in accordance with US GAAP for
derivative instruments and hedging activities. 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. These derivatives are classified as Level 3 assets in the fair value hierarchy.

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)

The Company also records for its fixed indexed annuity (“FIA”) contracts an embedded
derivative liability for interest payments to contractholders above the minimum guaranteed
interest rate, in accordance with US GAAP for derivative instruments and hedging activities.
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. These derivatives are classified as Level 3 assets in the
fair value hierarchy.

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, 2009, the
credit spreads of ING and the Company decreased by approximately 158 basis points from
December 31, 2008, which resulted in changes in the valuation of the reserves for all investment
contract guarantees.

Embedded derivative - reinsurance: The carrying value of the embedded derivative is estimated
based upon the change in the fair value of the assets supporting the funds withheld payable
under the combined coinsurance and coinsurance funds withheld reinsurance agreement
between the Company and Security Life of Denver International Limited (“SLDI”). As the fair
value of the assets held in trust is based on a quoted market price (Level 1), the fair value of the
embedded derivative is based on market observable inputs and is classified as Level 2.

The following investments are reported at values other than fair value on the Balance Sheets and
are therefore not categorized in the fair value hierarchy:

Mortgage loans on real estate: Mortgage loans on real estate are reported at amortized cost, less
impairment write-downs and allowance for losses. 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. For those
mortgages that are determined to require foreclosure, the carrying value is reduced to the fair
value of the underlying collateral, net of estimated costs to obtain and sell at the point of
foreclosure. The carrying value of the impaired loans is reduced by establishing a permanent
write-down recorded in Net realized capital gains (losses).

Policy loans: The reported 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.

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)

Loan - Dutch State obligation: The reported value of The State of the Netherlands (the “Dutch
State”) loan obligation is based on the outstanding loan balance plus any unamortized premium.

Limited partnerships/corporations: The carrying value for these investments, primarily private
equities and hedge funds, is determined based on the Company’s degree of influence over the
investee’s operating and financial policies along with the percent of the investee that the
Company owns. Those investments where the Company has determined it has significant
influence are accounted for under the equity method, with the remainder accounted for under
the cost method.

Other investments: Other investments are comprised primarily of investments in joint ventures,
accounted for under the equity method, and real estate reported at cost.

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.

Repurchase Agreements

The Company engages in dollar repurchase agreements with mortgage-backed securities
(“dollar rolls”) and repurchase agreements with other collateral types to increase its return on
investments and improve liquidity. Such arrangements typically meet the requirements to be
accounted for as financing arrangements. The Company enters into dollar roll transactions by
selling existing mortgage-backed securities and concurrently entering into an agreement to
repurchase similar securities within a short time frame in the future at a lower price. Under
repurchase agreements, the Company borrows cash from a counterparty at an agreed upon
interest rate for an agreed upon time frame and pledges collateral in the form of securities. At
the end of the agreement, the counterparty returns the collateral to the Company and the
Company, in turn, repays the loan amount along with the additional agreed upon interest.
Company policy requires that at all times during the term of the dollar roll and repurchase
agreements that cash or other collateral types obtained is sufficient to allow the Company to
fund substantially all of the cost of purchasing replacement assets (the “Required Collateral
Value Amount”). Cash collateral received is invested in short term investments, with the
offsetting collateral liability included in Borrowed money on the Balance Sheets. At
December 31, 2009 and 2008, the carrying value of the securities pledged in dollar rolls and
repurchase agreement transactions was $354.1 and $562.8, respectively, and is included in
Securities pledged on the Balance Sheets. The repurchase obligation related to dollar rolls and
repurchase agreements, including accrued interest, totaled $311.1 and $483.1 at December 31,
2009 and 2008, respectively, and is included in Borrowed money on the Balance Sheets. In
addition to the repurchase obligation, the Company holds $28.9 in collateral posted by the
counterparty in connection with the increase in the value of pledged securities that will be
released upon settlement.

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)

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 policy requires that, at all times during the term of the reverse repurchase
agreements, cash or other collateral types provided is sufficient to allow the counterparty to
fund substantially all of the cost of purchasing replacement assets. At December 31, 2009 and
2008, the Company did not have any securities pledged under 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, 2009. The Company believes the
counterparties to the dollar rolls, repurchase, and reverse repurchase agreements are financially
responsible and that the counterparty risk is minimal, based on counterparty ongoing monitoring
processes.

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, 2009 and
2008, the fair value of loaned securities was $163.7 and $125.4, respectively, and is included in
Securities pledged on the Balance Sheets.

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 US GAAP, 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 Derivatives 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.

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)

If the Company’s current debt and claims paying ratings were downgraded in the future, the
terms in the Company’s derivative agreements may be triggered, which could negatively impact
overall liquidity. For the majority of the Company’s counterparties, there is a termination event
should the Company’s long term debt ratings drop below BBB+/Baal.

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.

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.

In addition, the Company has entered into a coinsurance with funds withheld arrangement
which contains an embedded derivative whose fair value is based on the change in the fair value
of the underlying assets held in trust. The embedded derivative within the coinsurance
arrangement is 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.

Current US GAAP guidance for universal life and investment-type products, such as fixed and
variable deferred annuities, indicates 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.

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)

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 current US GAAP guidance for DAC
related to modification or exchange of insurance contracts.

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 as follows:

§ 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.
§ As of January 1, 2007, 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.

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.

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)

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 future gross profits 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 gross profits, however, increase the rate of amortization.

Reserves

The Company establishes and carries actuarially-determined reserves that are calculated to meet
its future obligations. 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. Changes in, or deviation from the assumptions used can
significantly affect the Company’s reserve level and related future operations.

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.

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 a maximum of 10.0% for 2009, 2008, and 2007.

Reserves for individual immediate annuities with life contingent payout benefits are computed
on the basis of assumed interest discount rates, mortality, and expenses, including a margin for
adverse deviations. Such assumptions generally vary by annuity plan type, year of issue, and
policy duration. For 2009, 2008, and 2007, immediate annuity reserve interest discount rates
varied up to a maximum of 8.0%.

Reserves for FIAs are computed in accordance with the requirements of FASB ASC Topic 944,
“Financial Services – Insurance”, Topic 815, “Derivatives and Hedging”, and Topic 820, “Fair
Value Measurements and Disclosures”. 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.

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)

Under the requirements of ASC Topic 944, the Company calculates additional reserve liabilities
for certain variable annuity guaranteed benefits and for universal life products with certain
patterns of cost of insurance charges and certain other fees. The additional reserve for such
products 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 that meets the requirements
for additional reserves as outlined in ASC Topic 944, and calculates an additional reserve by
accumulating amounts equal to the benefit ratio multiplied by the assessments for each period,
reduced by excess benefits during the period. The additional reserve is accumulated at interest
rates using rates consistent with the deferred policy acquisition costs 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
ASC Topic 815 and Topic 820. 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.

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, surrenders, 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.

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)

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.

The Company reports separately, as assets and liabilities, investments held in the separate
accounts and liabilities of separate accounts if:

§ such separate accounts are legally recognized;
§ assets supporting the contract liabilities are legally insulated from the Company’s general
account liabilities;
§ investments are directed by the contractholder;
§ and, all investment performance, net of contract fees and assessments, is passed through to
the contractholder.

The Company reports separate account assets and liabilities that meet the above criteria at fair
value based on the fair value of the underlying investments. Investment income and net realized
and unrealized capital gains (losses) of the separate accounts, however, are not reflected in the
Statements of Operations. The Statements of Cash Flows do not reflect investment activity of
the separate accounts.

Assets and liabilities of separate account arrangements that do not meet the above criteria 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, 2009 and 2008, unrealized capital gains (losses) of $56.6 and
$(243.5), respectively, after taxes, on assets supporting a guaranteed interest option are reflected
in Shareholder’s equity.

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)

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 7.9% of the Company’s ordinary life insurance in force and
29.2% 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 $12.4, $13.7, and $14.8, were incurred during the years ended December 31,
2009, 2008, and 2007, 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-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)

2. Investments

Fixed Maturities and Equity Securities

Fixed maturities and equity securities, available-for-sale, were as follows as of December 31,
2009.


		Gross	Gross
		Unrealized	Unrealized
	Amortized	Capital	Capital		Fair
	Cost	Gains	Losses	OTTI⁽²⁾	Value
Fixed maturities:
U.S. Treasuries	$ 4,201.0	$ 2.5	$ 80.0	$ -	$ 4,123.5
U.S. government agencies and authorities	26.1	0.1	1.6	-	24.6
State, municipalities, and political
subdivisions	47.8	2.2	5.2	-	44.8

U.S. corporate securities:
Public utilities	997.4	57.5	6.9	-	1,048.0
Other corporate securities	4,290.8	247.8	71.8	0.4	4,466.4
Total U.S. corporate securities	5,288.2	305.3	78.7	0.4	5,514.4

Foreign securities⁽¹⁾:
Government	369.8	23.8	8.3	-	385.3
Other	2,880.8	131.7	78.5	0.4	2,933.6
Total foreign securities	3,250.6	155.5	86.8	0.4	3,318.9

Residential mortgage-backed securities	1,758.9	210.7	150.7	70.9	1,748.0
Commercial mortgage-backed securities	3,012.5	25.3	448.2	-	2,589.6
Other asset-backed securities	1,218.6	11.8	316.8	28.4	885.2

Total fixed maturities, including securities
pledged	18,803.7	713.4	1,168.0	100.1	18,249.0
Less: securities pledged	1,079.4	35.3	22.2	-	1,092.5
Total fixed maturities	17,724.3	678.1	1,145.8	100.1	17,156.5
Equity securities	150.8	4.3	0.8	-	154.3

Total investments, available-for-sale	$ 17,875.1	$ 682.4	$ 1,146.6	$ 100.1	$ 17,310.8

⁽¹⁾	Primarily U.S. dollar denominated.
^(s)	Represents other-than-temporary impairments reported as a component of Other comprehensive income ("noncredit impairments").

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)

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	$ 74.3	$ 0.3	$ 1,183.3
U.S. government agencies and authorities	255.8	20.9	-	276.7
State, municipalities, and political subdivisions	48.2	0.3	9.0	39.5

U.S. corporate securities:
Public utilities	1,229.3	5.3	114.3	1,120.3
Other corporate securities	5,516.4	68.7	606.0	4,979.1
Total U.S. corporate securities	6,745.7	74.0	720.3	6,099.4

Foreign securities⁽¹⁾:
Government	413.3	3.6	64.4	352.5
Other	3,448.6	11.1	459.9	2,999.8
Total foreign securities	3,861.9	14.7	524.3	3,352.3

Residential mortgage-backed securities	4,264.0	122.3	803.0	3,583.3
Commercial mortgage-backed securities	3,585.1	-	1,027.9	2,557.2
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	1,141.2	57.4	29.9	1,168.7
Total fixed maturities	20,229.0	258.3	3,519.8	16,967.5
Equity securities	257.6	0.3	4.0	253.9

Total investments, available-for-sale	$ 20,486.6	$ 258.6	$ 3,523.8	$ 17,221.4
⁽¹⁾Primarily U.S. dollar denominated.

At December 31, 2009 and 2008, net unrealized losses were $551.2 and $3,237.7, respectively,
on total fixed maturities, including securities pledged to creditors, and equity securities.

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)

The amortized cost and fair value of fixed maturities, excluding securities pledged, as of
December 31, 2009, 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	$ 493.7	$ 496.6
After one year through five years	5,322.7	5,505.3
After five years through ten years	3,875.6	3,957.2
After ten years	3,121.7	3,067.1
Mortgage-backed securities	4,771.4	4,337.6
Other asset-backed securities	1,218.6	885.2
Less: securities pledged	1,079.4	1,092.5
Fixed maturities, excluding securities pledged	$ 17,724.3	$ 17,156.5

The Company did not have any investments in a single issuer, other than obligations of the U.S.
government and government agencies and the Dutch State loan obligation, with a carrying value
in excess of 10.0% of the Company’s Shareholder’s equity at December 31, 2009. At
December 31, 2008, 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, 2009 and 2008, fixed maturities with fair values of $12.1 and $12.4,
respectively, were on deposit as required by regulatory authorities.

The Company invests in various categories of collateralized mortgage obligations (“CMOs”),
including CMOs that are not agency-backed, that are subject to different degrees of risk from
changes in interest rates and 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, 2009 and 2008, approximately 26.1% and 13.3%,
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.

Certain CMOs, primarily interest-only and principal-only strips are accounted for as hybrid
instruments and valued at fair value as allowed under a provision of current US GAAP. The
fair value of these instruments at December 31, 2009 and 2008 was $192.6 and $325.1,
respectively, and is included in Fixed maturities, available for sale, on the Balance Sheets. The
impact to Other net realized capital gains (losses) on the Statements of Operations related to
these hybrid instruments was $117.6 and $0.1 for the years ended December 31, 2009 and 2008,
respectively.

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)

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, 2009 and 2008, the Company had $1,304.5 and $2,995.2, respectively, in non-
putable funding agreements, including accrued interest, issued to the FHLB. At December 31,
2009 and 2008, assets with a market value of approximately $1,657.9 and $3,341.1,
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.

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 $386.0 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 issued to the FHLB 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 RMBS. Under the terms of the
Back-Up Facility, a full credit risk transfer to the Dutch State was 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, 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 took place at a discount of approximately 10% of par value. In
addition, under the Back-Up Facility, other fees were paid both by the Company and the Dutch
State. Each ING company participating in the ING-Dutch State Transaction, including the
Company remains the legal owner of 100% of its Alt-A RMBS portfolio and will remain
exposed to 20% of any results on the portfolio. The ING-Dutch State Transaction closed
March 31, 2009, with the affiliate participation conveyance and risk transfer to the Dutch State
described in the succeeding paragraph taking 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 entered into a participation agreement with its
affiliates, ING Support Holding B.V. (“ING Support Holding”) and ING pursuant to which the
Company conveyed to ING Support Holding an 80% participation interest in its Designated
Securities Portfolio and will pay a periodic transaction fee, and received, 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 is obligated to pay
certain periodic fees and make certain periodic payments with respect to the Company’s
Designated Securities Portfolio, and ING Support Holding is obligated to pay a periodic
guarantee fee and make periodic payments to the Dutch State equal to the distributions made

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)

with respect to the 80% participation interest in the Company’s Designated Securities Portfolio.
The Dutch State payment obligation to the Company under the Company Back-Up Facility is
accounted for as a loan receivable for US GAAP and is reported in Loan - Dutch State
obligation on the Balance Sheets.

Upon the closing of the transaction on March 31, 2009, the Company reduced the unrealized
loss balance in Accumulated other comprehensive loss included in Shareholder’s equity by
$411.3 and recognized a gain of $117.6, which was reported in Net realized capital losses on the
Statements of Operations.

In a second transaction, known as the Step 1 Cash Transfer, a portion of the Company’s Alt-A
RMBS which had a book value of $18.9 was sold for cash to an affiliate, Lion II Custom
Investments LLC (“Lion II”). Immediately thereafter, Lion II sold to ING Direct Bancorp the
purchased securities (the “Step 2 Cash Transfer”). Contemporaneous with the Step 2 Cash
Transfer, ING Direct Bancorp included such purchased securities as part of its Alt-A RMBS
portfolio sale to the Dutch State. The Step 1 Cash Transfer closed on March 31, 2009, and the
Company recognized a gain of $7.9 contemporaneous with the closing of the ING-Dutch State
Transaction, which was reported in Net realized capital gains (losses) on the Statements of
Operations.

As part of the final restructuring plan submitted to the European Commission (“EC”) in
connection with its review of the Dutch state aid to ING (the “Restructuring Plan”), ING has
agreed to make additional payments to the Dutch State corresponding to an adjustment of fees
for the Back-Up Facility. Under this new agreement, the terms of the ING-Dutch State
Transaction which closed on March 31, 2009, including the transfer price of the Alt-A RMBS
securities, will remain unaltered and the additional payments will not be borne by the Company
or any other ING U.S. subsidiaries.

Repurchase Agreements

The Company engages in dollar repurchase agreements with mortgage-backed securities
(“dollar rolls”) and repurchase agreements with other collateral types to increase its return on
investments and improve liquidity. Such arrangements typically meet the requirements to be
accounted for as financing arrangements. The Company enters into dollar roll transactions by
selling existing mortgage-backed securities and concurrently entering into an agreement to
repurchase similar securities within a short time frame in the future at a lower price. Under
repurchase agreements, the Company borrows cash from a counterparty at an agreed upon
interest rate for an agreed upon time frame and pledges collateral in the form of securities. At
the end of the agreement, the counterparty returns the collateral to the Company and the
Company, in turn, repays the loan amount along with the additional agreed upon interest.
Company policy requires that at all times during the term of the dollar roll and repurchase
agreements that cash or other collateral types obtained is sufficient to allow the Company to
fund substantially all of the cost of purchasing replacement assets (the “Required Collateral
Value Amount”). Cash collateral received is invested in short term investments, with the
offsetting collateral liability included in Borrowed money on the Balance Sheets. At
December 31, 2009 and 2008, the carrying value of the securities pledged in dollar rolls and

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)

repurchase agreement transactions was $354.1 and $562.8, respectively, and is included in
Securities pledged on the Balance Sheets. The repurchase obligation related to dollar rolls and
repurchase agreements, including accrued interest, totaled $311.1 and $483.1 at December 31,
2009 and 2008, respectively, and is included in Borrowed money on the Balance Sheets. In
addition to the repurchase obligation, the Company holds $28.9 in collateral posted by the
counterparty in connection with the increase in the value of pledged securities that will be
released upon settlement.

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 policy requires that, at all times during the term of the reverse repurchase
agreements, cash or other collateral types provided is sufficient to allow the counterparty to
fund substantially all of the cost of purchasing replacement assets. At December 31, 2009 and
2008, the Company did not have any securities pledged under 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, 2009. The Company believes the
counterparties to the dollar rolls, repurchase, and reverse repurchase agreements are financially
responsible and that the counterparty risk is minimal, based on counterparty ongoing monitoring
processes.

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, 2009 and
2008, the fair value of loaned securities was $163.7 and $125.4, respectively, and is included in
Securities pledged on the Balance Sheets.

Variable Interest Entities

The Company holds certain VIEs for investment purposes. VIEs may be in the form of private
placement securities, structured securities, securitization transactions, or limited partnerships.
The Company has reviewed each of its holdings under current guidance and determined that
consolidation of these investments in the Company’s financial statements is not required, as the
Company is not the primary beneficiary for any of the investments in VIEs. Rather, the VIEs
are accounted for using the cost or equity method of accounting. In addition, the Company may
be exposed to the loss of asset management fees it receives for some of these structures. The
carrying value of investments in VIEs of $0.9 at December 31, 2009 are included in Limited

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)

partnerships/corporations on the Balance Sheets. Income and losses recognized on these
investments are reported in Net investment income on the Statements of Operations.

Unrealized Capital Losses

Unrealized capital losses (including non-credit impairments) in fixed maturities, including
securities pledged to creditors, for Investment Grade (“IG”) and Below Investment Grade
(“BIG”) securities by duration were as follows at December 31, 2009 and 2008.


		2009				2008
		% of IG		% of IG		% of IG		% of IG
	IG	and BIG	BIG	and BIG	IG	and BIG	BIG	and BIG
Six months or less
below amortized cost	$ 170.1	13.5% $	21.2	1.7%	$ 645.7	18.2% $	115.6	3.3%
More than six months and
twelve months or less
below amortized cost	259.3	20.4%	200.8	15.8%	828.3	23.3%	85.7	2.4%
More than twelve months
below amortized cost	419.0	33.0%	197.7	15.6%	1,776.4	50.0%	98.0	2.8%
Total unrealized capital losses	$ 848.4	66.9% $ 419.7		33.1%	$ 3,250.4	91.5% $	299.3	8.5%

The following table summarizes the unrealized capital losses (including non-credit
impairments) 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, 2009 and
2008.


	Six Months	More than
	or Less	Six Months and	More than	Total
	Below	Twelve Months	Twelve Months	Unrealized
	Amortized	or Less Below	Below	Capital
2009	Cost	Amortized Cost	Amortized Cost	Losses
Interest rate or spread widening	$ 99.3	$ 31.6	$ 122.2	$ 253.1
Mortgage and other asset-backed securities	92.0	428.5	494.5	1,015.0
Total unrealized capital losses	$ 191.3	$ 460.1	$ 616.7	$ 1,268.1
Fair value	$ 5,275.9	$ 1,058.2	$ 2,714.5	$ 9,048.6

2008
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

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)

Unrealized capital losses (including non-credit impairments), along with the fair value of fixed
maturities, including securities pledged to creditors, by market sector and duration were as
follows at December 31, 2009 and 2008.


			More Than Six
			Months and Twelve		More Than Twelve
	Six Months or Less		Months or Less		Months Below
	Below Amortized Cost		Below Amortized Cost		Amortized Cost		Total
		Unrealized		Unrealized		Unrealized		Unrealized
	Fair Value	Capital Loss	Fair Value	Capital Loss	Fair Value	Capital Loss	Fair Value	Capital Loss
2009
U.S. Treasuries	$ 3,761.2	$ 80.0	$ -	$ -	$ -	$ -	$ 3,761.2	$ 80.0
U.S. government
agencies	15.2	0.8	8.2	0.8	-	-	23.4		1.6
and authorities
U.S. corporate, state,
and municipalities	273.8	6.7	108.1	13.5	737.7	64.1	1,119.6		84.3
Foreign	228.1	11.8	107.8	17.3	472.6	58.1	808.5		87.2
Residential
mortgage-backed	139.1	46.5	183.5	92.3	260.7	82.8	583.3		221.6
Commercial
mortgage-backed	795.5	44.1	534.6	243.1	682.7	161.0	2,012.8		448.2
Other asset-backed	63.0	1.4	116.0	93.1	560.8	250.7	739.8		345.2
Total	$ 5,275.9	$ 191.3	$ 1,058.2	$ 460.1	$ 2,714.5	$ 616.7	$ 9,048.6	$ 1,268.1

2008
U.S. Treasuries	$ 254.1	$ 0.3	$ -	$ -	$ -	$ -	$ 254.1	$ 0.3
U.S. corporate, state,
and municipalities	1,588.3	137.7	1,923.5	323.6	1,133.5	268.0	4,645.3		729.3
Foreign	747.8	61.4	1,225.9	214.8	920.5	248.1	2,894.2		524.3
Residential
mortgage-backed	884.7	307.3	436.2	76.6	759.5	419.1	2,080.4		803.0
Commercial
mortgage-backed	561.7	113.6	795.5	262.2	1,180.7	652.1	2,537.9		1,027.9
Other asset-backed	311.7	141.7	139.8	37.9	561.4	285.3	1,012.9		464.9
Total	$ 4,348.3	$ 762.0	$ 4,520.9	$ 915.1	$ 4,555.6	$ 1,872.6	$ 13,424.8	$ 3,549.7

Of the unrealized capital losses aged more than twelve months, the average market value of the
related fixed maturities was 81.5% of the average book value as of December 31, 2009. In
addition, this category includes 461 securities, which have an average quality rating of A.

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)

Unrealized capital losses (including non-credit impairments) in fixed maturities, including
securities pledged to creditors, for instances in which fair value declined below amortized cost
by greater than or less than 20% for consecutive periods as indicated in the tables below, were
as follows for December 31, 2009 and 2008.


	Amortized Cost		Unrealized Capital Loss		Number of Securities
	< 20%	> 20%	< 20%	> 20%	< 20%	> 20%
2009
Six months or less
below amortized cost	$ 6,184.5	$ 396.8	$ 265.1	$ 111.8	282	96
More than six months and
twelve months or less
below amortized cost	1,248.5	982.3	68.8	433.2	191	115
More than twelve months
below amortized cost	619.0	885.6	27.8	361.4	113	158
Total	$ 8,052.0	$ 2,264.7	$ 361.7	$ 906.4	586	369

2008
Six months or less
below amortized cost	$ 5,605.9	$ 6,569.3	$ 483.9	$ 2,279.4	807	732
More than six months and
twelve months or less
below amortized cost	2,481.8	852.6	181.8	452.7	335	116
More than twelve months
below amortized cost	1,428.5	35.8	130.6	21.3	173	19
Total	$ 9,516.2	$ 7,457.7	$ 796.3	$ 2,753.4	1,315	867

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)

Unrealized capital losses (including non-credit impairments) in fixed maturities, including
securities pledged to creditors, by market sector for instances in which fair value declined below
amortized cost by greater than or less than 20% for consecutive periods as indicated in the
tables below, were as follows for December 31, 2009 and 2008.


	Amortized Cost		Unrealized Capital Loss		Number of Securities
	< 20%	> 20%	< 20%	> 20%	< 20%	> 20%
2009
U.S. Treasuries	$ 3,841.2	$ -	$ 80.0	$ -	21	-
U.S. government agencies
and authorities	25.0	-	1.6	-	4	-
U.S. corporate, state and
municipalities	1,139.0	64.9	67.8	16.5	220	32
Foreign	712.7	183.0	33.1	54.1	93	30
Residential mortgage-backed	336.0	468.9	35.9	185.7	83	119
Commercial mortgage-backed	1,534.6	926.5	104.2	344.0	96	60
Other asset-backed	463.5	621.4	39.1	306.1	69	128
Total	$ 8,052.0	$ 2,264.7	$ 361.7	$ 906.4	586	369

2008
U.S. Treasuries	$ 254.4	$ -	$ 0.3	$ -	2	-
U.S. corporate, state and
municipalities	4,043.9	1,330.2	325.4	403.9	654	239
Foreign	2,341.8	1,076.6	174.3	350.0	314	168
Residential mortgage-backed	1,197.1	1,686.3	84.7	718.3	154	159
Commercial mortgage-backed	1,158.2	2,407.6	158.7	869.2	107	130
Other asset-backed	520.8	957.0	52.9	412.0	84	171
Total	$ 9,516.2	$ 7,457.7	$ 796.3	$ 2,753.5	1,315	867

For the year ended December 31, 2009, unrealized capital losses on fixed maturities decreased
by $2.3 billion primarily due to the transfer of 80% interest in the Alt-A RMBS securities
owned by the Company as a result of the Alt-A transaction with the Dutch State during the first
quarter of 2009. In addition, improved economic conditions and tightening of credit spreads in
2009 served to increase the value of fixed maturities. These improvements were partially offset
by the impact of the implementation of new US GAAP guidance on impairments in the second
quarter of 2009, when certain noncredit impairments were reclassified into Other
comprehensive income (loss), which were previously reported in Net realized capital gains
(losses).

At December 31, 2009, the Company had 19 fixed maturities with unrealized capital losses in
excess of $10.0 million. The unrealized capital losses on these fixed maturities equaled $353.9,
or 27.9% of the total unrealized losses, as of December 31, 2009. At December 31, 2008, the
Company held 53 fixed maturities with unrealized capital losses in excess of $10.0 million. The
unrealized capital losses on these fixed maturities equaled $890.8, or 25.1% of the total
unrealized capital losses, as of December 31, 2008.

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)

The fair value of the Company’s fixed maturities, including securities pledged to creditors,
increased by $112.8, before tax and DAC, from December 31, 2008 through December 31,
2009, primarily due to improved economic conditions and tightening of credit spreads in 2009.

All securities with fair values less than amortized cost are included in the Company’s other-
than-temporary impairment analysis, and impairments were recognized as disclosed in “Other-
Than-Temporary Impairments,” which follows this section. Management determined that no
additional recognition of the unrealized loss as an other-than-temporary impairment was
necessary.

Other-Than-Temporary Impairments

The Company analyzes its general account investments to determine whether there has been an
other-than-temporary decline in fair value below the amortized cost basis. Factors considered in
this analysis include, but are not limited to, the length of 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, interest rate changes, and changes in ratings of
the security.

When assessing the Company’s intent to sell a security or if it is more likely than not it will be
required to sell a security before recovery of its cost basis, management evaluates facts and
circumstances such as, but not limited to, decisions to rebalance the investment portfolio and
sales of investments to meet cash flow needs.

When the Company has determined it has the intent to sell or if it is more likely than not that it
will be required to sell a security before recovery of its amortized cost basis and the fair value
has declined below amortized cost (“intent impairment”) the individual security is written down
from amortized cost to fair value and a corresponding charge is recorded in Net realized capital
gains (losses) on the Statements of Operations as an other-than-temporary impairment
(“OTTI”). If the Company does not intend to sell the security nor is it more likely than not it
will be required to sell the security before recovery of its amortized cost basis, but the Company
has determined that there has been an other-than-temporary decline in fair value below the
amortized cost basis, the OTTI is bifurcated into the amount representing the present value of
the decrease in cash flows expected to be collected (“credit impairment”) and the amount
related to other factors (“noncredit impairment”). The credit impairment is recorded in Net
realized capital gains (losses) on the Statements of Operations. The noncredit impairment is
recorded in Other comprehensive income (loss) on the Balance Sheets in accordance with the
requirements of ASC Topic 320.

In order to determine the amount of the OTTI that is considered a credit impairment, the
Company estimates the recovery value by performing a discounted cash flow analysis based
upon the best estimate of expected future cash flows, discounted at the effective interest rate
implicit in the underlying debt security. The effective interest rate is the original yield for a
fixed rate security or current coupon yield for a floating rate security.

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)

The following table identifies the Company’s credit-related and intent-related impairments
included in the Statements of Operations, excluding noncredit impairments included in Other
comprehensive income (loss) by type for the years ended December 31, 2009, 2008, and 2007.


			2009		2008	2007
			No. of		No. of		No. of
		Impairment Securities		Impairment Securities		Impairment	Securities
U.S. Treasuries	$ 114.7		10	$ -	-	$ - *	1
U.S. Corporate		55.2	55	289.1	230	81.0	173
Foreign⁽¹⁾		31.1	45	229.4	108	25.7	74
Residential mortgage-backed		78.6	84	289.8	98	3.0	24
Commercial mortgage-backed		70.9	5	107.4	26	-	-
Other asset-backed		114.5	44	75.1	67	43.3	91
Equity		3.3	5	32.0	12	-	-
Mortgage loans on real estate		20.9	8	4.8	1	-	-
Limited partnerships		0.4	1	0.5	1	0.3	1
Total	$ 489.6		257	$ 1,028.1	543	$ 153.3	364
* Less than $0.1.
⁽¹⁾Primary U.S. dollar denominated.

The above schedule includes $171.2, $369.7, and $31.0, in other-than-temporary write-downs
for the years ended December 31, 2009, 2008, and 2007, respectively, related to credit
impairments, which are recognized in earnings. The remaining $318.4, $658.4, and $122.3, in
write-downs for the years ended December 31, 2009, 2008, and 2007, respectively, are related
to intent impairments.

The following table summarizes these intent impairments, which are also recognized in
earnings, by type for the years ended December 31, 2009, 2008, and 2007.


			2009	2008		2007
			No. of		No. of		No. of
		Impairment Securities		Impairment	Securities	Impairment	Securities
U.S. Treasuries	$ 114.7		10	$ -	-	$ - *	1
U.S. Corporate		45.9	41	199.8	178	70.6	161
Foreign⁽¹⁾		25.6	41	146.5	87	21.4	68
Residential mortgage-backed		2.9	1	142.9	40	1.0	5
Commercial mortgage-backed		70.9	5	107.4	26	-	-
Other asset-backed		58.4	13	61.8	32	29.3	84
Total	$ 318.4		111	$ 658.4	363	$ 122.3	319
*Less than $0.1.
⁽¹⁾Primarily U.S. dollar denominated.

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.

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)

The following table identifies the noncredit impairments recognized in Other comprehensive
income (loss) by type for the year ended December 31, 2009.


	2009
		No of
	Impairment	Securities
U.S. corporate	$ 0.4	$ 2
Foreign⁽¹⁾	0.4	3
Residential mortgage-backed	70.9	45
Other asset-backed	28.4	27
Total	$ 100.1	$ 77

⁽¹⁾Primarily U.S. dollar denominated.

The fair value of fixed maturities with other-than-temporary impairments at December 31,
2009, 2008, and 2007, was $2,414.2, $2,268.4, and $2,353.8, respectively.

The following table identifies the amount of credit impairments on fixed maturities held by the
Company as of the dates indicated, for which a portion of the OTTI loss was recognized in
Other comprehensive income (loss), and the corresponding changes in such amounts.


	2009
Balance at April 1, 2009⁽¹⁾	$ 92.7
Additional credit impairments:
On securities not previously impaired		21.7
On securities previously impaired		13.8
Reductions:
Securities sold, matured, prepaid or paid down		(4.9)
Balance at December 31, 2009	$ 123.3
⁽¹⁾Represents credit losses remaining in Retained earnings related to the adoption of new guidance on
OTTI, included in ASC Topic 320, on April 1, 2009.

Net Investment Income

Sources of Net investment income were as follows for the years ended December 31, 2009,
2008, and 2007.


	2009	2008	2007
Fixed maturities, available-for-sale	$ 1,240.9	$ 1,361.0	$ 1,176.1
Equity securities, available-for-sale	21.0	(0.2)	3.3
Mortgage loans on real estate	202.8	223.6	233.1
Policy loans	7.6	8.8	9.0
Short-term investments and cash equivalents	5.6	4.5	6.7
Other	(1.2)	(53.3)	35.1
Gross investment income	1,476.7	1,544.4	1,463.3
Less: investment expenses	60.2	106.4	116.9
Net investment income	$ 1,416.5	$ 1,438.0	$ 1,346.4

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)

At December 31, 2009 and 2008, the Company had $18.0 and $21.2, respectively, of
investments in fixed maturities which produced no net investment income.

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
credit-related and intent-related other-than-temporary impairment of investments and changes in
fair value of derivatives. The cost of the investments on disposal is determined based on
specific identification of securities. Net realized capital gains (losses) on investments were as
follows for the years ended December 31, 2009, 2008, and 2007.


	2009	2008	2007
Fixed maturities, available-for-sale, including
net OTTI of $(465.0), $(990.8), and $(153.0)
in 2009, 2008, and 2007, respectively	$ (238.2)	$ (975.9)	$ (100.3)
Equity securities, available-for-sale, including
net OTTI of $(3.3), $(32.0), and $0.0
in 2009, 2008, and 2007, respectively	6.4	(52.9)	0.5
Derivatives	(2,249.4)	(447.5)	(291.0)
Other investments, including net OTTI of
$(21.3), $(5.3), and $(0.3) in 2009, 2008, and
2007, respectively	(20.0)	(5.4)	(0.4)
Net realized capital losses	$ (2,501.2)	$ (1,481.7)	$ (391.2)
After-tax net realized capital losses including
tax valuation allowance of $35.6, $(374.0),
and $0 in 2009, 2008, and 2007, respectively	$ (1,590.2)	$ (1,337.1)	$ (254.3)

Total net realized capital losses increased for the year ended December 31, 2009, primarily due
to losses on futures related to a) a hedging program designed to mitigate the impact of potential
declines in equity markets and their impact on regulatory capital, b) hedging of variable annuity
guaranteed death benefits, and c) beginning in the third quarter of 2009, hedging of variable
annuity guaranteed living benefits (“VAGLB”) ceded to SLDI, an affiliate, under the combined
coinsurance and coinsurance funds withheld agreement. However, the losses on the VAGLB
futures incurred are ceded to SLDI and reported as a corresponding decrease in Interest credited
and other benefits to policyholders. Futures were in a short position and their fair value
decreased as equity markets improved in 2009. Total net realized capital losses were partially
offset by several improvements such as a decline in net impairments due to improved market
conditions in 2009 and the impact of new US GAAP guidance in the second quarter of 2009
which resulted in certain noncredit related impairments reported in Other comprehensive
income (loss), whereas in 2008 such losses were reflected in Net realized capital losses. In
addition, the sale of the Company’s Alt-A RMBS to the Dutch State during the first quarter of
2009 resulted in a gain and credit spread tightening and slightly lower average interest rates in
2009 improved the value of fixed maturities and increased gains upon sale. The value of hedges
related to FIAs, which were in a long position, increased in value with the improved equity
markets in 2009, and also served to partially offset overall net realized capital losses.

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)

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, 2009,
2008, and 2007.


	2009	2008	2007
Proceeds on sales	$ 5,202.4	$ 6,893.4	$ 5,859.3
Gross gains	173.3	100.2	41.1
Gross losses	98.3	164.9	57.0

3. Financial Instruments

Fair Value Measurements

ASC Topic 820, “Fair Value Measurements and Disclosures,” 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.

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.

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)

The following tables present the Company’s hierarchy for its assets and liabilities measured at
fair value on a recurring basis as of December 31, 2009 and 2008.


			2009
	Level 1	Level 2		Level 3⁽¹⁾	Total
Assets:
Fixed maturities, available-for-sale,
including securities pledged	$ 4,123.5	$ 12,613.4	$ 1,512.1		$ 18,249.0
Equity securities, available-for-sale	149.8	-		4.5	154.3
Derivatives	42.8	59.1		215.5	317.4
Embedded derivative on reinsurance	-	38.7		-	38.7
Cash and cash equivalents, short-term
investments, and short-term investments
under securities loan agreement	2,242.8	8.0		-	2,250.8
Assets held in separate accounts	42,996.1	-		-	42,996.1
Total	$ 49,555.0	$ 12,719.2	$ 1,732.1		$ 64,006.3

Liabilities:
Investment contract guarantees:
Fixed Indexed Annuities ("FIA")	$ -	$ -	$ 927.2		$ 927.2
Guaranteed Minimum Withdrawal and
Accumulation Benefits ("GMWB"
and "GMAB")	-	-		73.9	73.9
Other liabilities (primarily derivatives)	3.2	393.6		103.6	500.4
Total	$ 3.2	$ 393.6	$ 1,104.7		$ 1,501.5

⁽¹⁾Level 3 net assets and liabilities accounted for 1.0% 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 3.2%.

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)


			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
Derivatives	-	164.1		176.2	340.3
Cash and cash equivalents, short-term
investments, and short-term investments
under securities loan agreement	781.7	71.2		-	852.9
Assets held in separate accounts	34,090.8	-		-	34,090.8
Total	$ 36,309.7	$ 14,598.6	$ 2,765.8		$ 53,674.1

Liabilities:
Investment contract guarantees:
Fixed Indexed Annuities ("FIAs")	-	-		638.9	638.9
Guaranteed Minimum Withdrawal and
Accumulation Benefits ("GMWB" and
"GMAB")	-	-		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 ASC Topic 820. 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 brokers and
third-party commercial pricing services are non-binding. The valuations are reviewed and
validated monthly through the internal valuation committee price variance review, comparisons
to internal pricing models, back testing to recent trades, or 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 during 2009.

The following valuation methods and assumptions were used by the Company in estimating the
fair value of the following financial instruments:

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)

Fixed maturities, available-for-sale: The fair values for the actively traded marketable bonds are
determined based upon the quoted market prices and are classified as Level 1 assets. The fair
values for marketable bonds without an active market, excluding subprime residential
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.

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 its 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.
Approximately three broker quotes are currently being provided for these securities. A few of
the CMO-Bs are priced by the originating broker due to the complexity and unique
characteristics of the assets. CMO-Bs are classified as Level 3 assets due to the lack of
corroborating evidence to support a higher level and the inactivity of the market for these bonds.

Trading activity for the Company’s Residential Mortgage-backed Securities (“RMBS”),
particularly subprime and Alt-A RMBS, declined during 2008 as a result of the dislocation of
the credit markets. During 2008 and 2009, the Company continued to obtain pricing
information from commercial pricing services and brokers. However, the pricing for subprime
and Alt-A RMBS 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 RMBS was inactive and
classified these securities as Level 3 assets. 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. While the market for
subprime and Alt-A RMBS remained largely inactive in the first half of 2009 compared to prior
years, the Company noted an increase in trade activity of Alt-A RMBS during the second half of
2009. Therefore, the Company determined that the Alt-A RMBS should be transferred to Level
2 of the valuation hierarchy as its overall assessment of the market is that it is now active. The
market for subprime RMBS remains largely inactive, and as such these securities will remain in
Level 3 of the valuation hierarchy. The Company will continue to monitor market activity for
RMBS to determine proper classification in the valuation hierarchy.

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)

Broker quotes and prices obtained from pricing services are reviewed and validated monthly
through an internal valuation committee price variance review, comparisons to internal pricing
models, back testing to recent trades, or monitoring of trading volumes. At December 31, 2009,
$96.6 and $13.1 billion of a total of $18.2 billion in fixed maturities were valued using
unadjusted broker quotes and unadjusted prices obtained from pricing services, respectively,
and verified through the review process. The remaining balance in fixed maturities consisted
primarily of privately placed bonds valued using a matrix-based pricing model and CMO-Bs
valued using average broker quotes.

Generally, the Company does not obtain more than one vendor price from pricing services per
instrument. The Company uses a hierarchy process in which prices are obtained from a primary
vendor, and, if that vendor is unable to provide the price, the next vendor in the hierarchy is
contacted until a price is obtained or it is determined that a price cannot be obtained from a
commercial pricing service. When a price cannot be obtained from a commercial pricing
service, broker quotes are solicited. All prices and broker quotes obtained, with the exception
of CMO-B securities, go through the review process described above including valuations for
which only one broker quote is obtained. After review, for those instruments where the price is
determined to be appropriate, the unadjusted price provided is used for financial statement
valuation. If it is determined that the price is questionable, another price may be requested from
a different vendor. The internal valuation committee then reviews all prices for the instrument
again, along with information from the review, to determine which price best represents “exit
price” for the instrument.

Equity securities, available-for-sale: Fair values of publicly traded equity securities are based
upon quoted market price and are classified as Level 1 assets. Other equity securities, typically
private equities or equity securities not traded on an exchange, are valued by other sources such
as analytics or brokers and are classified as Level 3 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. Other short-term investments are valued and classified in
the fair value hierarchy consistent with the policies described herein, depending on investment
type.

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. The underlying investments
include mutual funds, the valuations of which are based upon a quoted market price and are
classified as Level 1.

Derivatives: The carrying amounts for these financial instruments, which can be assets or
liabilities, 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, such as yield
curves, exchange rates, Standard & Poor’s (“S&P”) 500 Index prices, and London Inter Bank
Offered Rates (“LIBOR”), or through values established by third party brokers. Counterparty

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)

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 transact only with investment grade counterparties with a credit rating of A- or better.
Valuations for the Company’s futures contracts are based on unadjusted quoted prices from an
active exchange and, therefore, are classified as Level 1. The Company also has certain credit
default swaps and options that are priced using models that primarily use market observable
inputs, but contain inputs that are not observable to market participants, which have been
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 US GAAP for derivative instruments and hedging
activities. 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. These derivatives are classified as Level 3 assets
in the fair value hierarchy.

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
US GAAP for derivative instruments and hedging activities. 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. These derivatives are classified as Level 3 assets in the fair value hierarchy.

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, 2009, the
credit spreads of ING and the Company decreased by approximately 158 basis points from
December 31, 2008, which resulted in changes in the valuation of the reserves for all investment
contract guarantees.

Embedded derivative on reinsurance: The carrying value of the embedded derivative is
estimated based upon the change in the fair value of the assets supporting the funds withheld
payable under the combined coinsurance and coinsurance funds withheld reinsurance agreement
between the Company and SLDI. As the fair value of the assets held in trust is based on a
quoted market price (Level 1), the fair value of the embedded derivative is based on market
observable inputs and is classified as Level 2.

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)

The following disclosures are made in accordance with the requirements of ASC 825,
“Financial Instruments,” which 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.

ASC 825 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, which are not carried at fair value on the
Balance Sheets, and therefore not categorized in the fair value hierarchy:

Limited partnerships/corporations: The fair value for these investments, primarily private
equities and hedge funds, is estimated based on the Net Asset Value (“NAV”) as provided by
the investee.

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.

Loan - Dutch State obligation: The fair value of the Dutch State loan obligation is estimated
utilizing discounted cash flows at market risk-free rates adjusted for credit spreads.

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.

Other investments: The fair value of other investments are estimated based on 70% of third
party appraised value for joint ventures and third party appraised value for real estate.

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.

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)

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 credit default swaps. 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
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.

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)

The carrying values and estimated fair values of certain of the Company’s financial instruments
were as follows at December 31, 2009 and 2008.


		2009		2008
	Carrying	Fair	Carrying	Fair
	Value	Value	Value	Value
Assets:
Fixed maturities, available-for-sale,
including securities pledged	$ 18,249.0	$ 18,249.0	$ 18,136.2	$ 18,136.2
Equity securities, available-for-sale	154.3	154.3	253.9	253.9
Mortgage loans on real estate	3,413.2	3,417.3	3,923.3	3,803.3
Loan - Dutch State obligation	1,026.0	971.4	-	-
Policy loans	131.6	131.6	144.4	144.4
Cash, cash equivalents, Short-term
investments, and Short-term
investments under securities loan
agreement	2,250.8	2,250.8	852.9	852.9
Derivatives	317.4	317.4	340.3	340.3
Other investments	23.9	37.4	24.4	33.3
Deposits from affiliates	1,752.0	1,873.6	1,947.0	2,025.7
Embedded derivative on reinsurance	38.7	38.7	-	-
Assets held in separate accounts	42,996.1	42,996.1	34,090.8	34,090.8
Liabilities:
Investment contract liabilities:
Deferred annuities	20,665.8	20,766.5	19,282.5	18,986.2
Guaranteed investment contracts
and funding agreements	2,646.5	2,718.3	6,868.9	6,580.2
Supplementary contracts and
immediate annuities	823.6	782.7	866.5	883.9
Derivatives	500.4	500.4	780.2	780.2
Investment contract guarantees:
Fixed indexed annuities	927.2	927.2	638.9	638.9
Guaranteed minimum withdrawal
and accumulation benefits	73.9	73.9	153.0	153.0
Notes to affiliates	435.0	426.9	435.0	407.6

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)

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.

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 ASC 820), including but not limited to liquidity
spreads for investments within markets deemed not currently active. 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
addition, the Company has determined, for certain financial instruments, an active market is
such a significant input to determine fair value that the presence of an inactive market may lead
to classification in Level 3. In light of the methodologies employed to obtain the fair value 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.

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)

The following tables summarize the change in fair value of the Company’s Level 3 assets and
liabilities for the year ended December 31, 2009 and 2008.


	Fixed maturities,		Equity		Investment
	available-for-sale		securities,		Contract Guarantees
	including		available-				GMWB/
	securities pledged		for-sale	Derivatives	FIA		GMAB
Balance at January 1, 2009	$ 2,589.6		$ -	$ 10.0	$ (638.9)		$ (153.0)
Capital gains (losses):
Net realized capital (losses) gains	(14.9)⁽¹⁾		-	(60.3)⁽³⁾	(151.6)	⁽⁴⁾	85.3
Net unrealized capital
gains (losses)⁽²⁾	159.8		0.1	-	-		-
Total net realized and unrealized
capital gains (losses)	144.9		0.1	(60.3)	(151.6)		85.3
Purchases, sales, issuances, and
settlements, net	(527.0)		1.6	130.0	(136.7)		(6.2)
Transfer in to Level 3	-		2.8	-	-		-
Transfer out of Level 3	(695.4)		-	32.2	-		-
Balance at December 31, 2009	$ 1,512.1		$ 4.5	$ 111.9	$ (927.2)		$ (73.9)

Balance at January 1, 2008	$ 1,396.3		$ -	$ 298.2	$ (925.6)		$ (2.7)
Capital gains (losses):
Net realized capital (losses) gains	(7.5)	⁽¹⁾	-	(76.2) ⁽³⁾	328.4	(4)	(141.5)
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 to 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) with $(83.7) and $32.8 related to the amortization of book value included
in Net investment income on the Statements of Operations for the years ended December 31, 2009 and 2008, respectively.
⁽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, 2009 and 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.

Changes in Level 3 fair value balances are discussed below by investment type.

Fixed Maturities available-for-sale including securities pledged: The amount of Level 3 fixed
maturities for the year ended December 31, 2009, declined mainly due to the transfer of 80%
interest in the Company’s Alt-A RMBS to the Dutch State during the first quarter of 2009.
Transfers out of Level 3 represent the movement of Alt-A mortgage-backed securities to Level
2, as the market became active again for these securities at the end of 2009. These declines
were partially offset by unrealized capital gains on Level 3 fixed maturities for the year ended

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)

December 31, 2009, related to the decrease in unrealized losses due to the decrease in the
Level 3 fixed maturities portfolio related to the Dutch State transaction as well as increases in
the value of fixed maturities as the markets improved in the latter part of 2009. Level 3 fixed
maturities for the year ended December 31, 2008 increased primarily due the transfer in of
subprime and Alt-A RMBS due to the lack of market activity for these securities in 2008.

Equity securities, available-for-sale: Equity securities transferred into Level 3 in 2009 represent
private equities or equity securities not traded on an exchange, which are valued by sources
other than a pricing service such as analytics or brokers.

Derivatives: For the year ended December 31, 2009, the change in value of Level 3 derivatives
reflects the transfer from Level 3 to Level 1 of futures contracts, which are valued based on
unadjusted prices from an active exchange.

Investment contract guarantees: The losses on the FIA embedded derivatives and gains on
GMWB/GMAB embedded derivatives were primarily driven by favorable equity market
performance. For the year ended December 31, 2009, the net realized losses attributable to
credit risk were $201.7.

Derivative Financial Instruments

See the Organization & Significant Accounting Policies footnote for disclosure regarding the
Company’s purpose for entering into derivatives and the policies on valuation and classification
of derivatives. In addition, the Company’s derivatives are generally not accounted for using
hedge accounting treatment under US GAAP, as the Company has not historically sought hedge
accounting treatment. The Company enters into the following derivatives:

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 are used by the
Company to hedge annuity products in an increasing interest rate environment.

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.

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.

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)

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 par minus recovery value of the swap contract.

Total return swaps: Total return swaps are used to hedge against a decrease in variable annuity
account values which are invested in certain funds. The difference between floating-rate
interest amounts calculated by reference to an agreed upon notional principal amount is
exchanged with other parties at specified intervals.

Forwards: Forwards are acquired to hedge the Company’s CMO-B portfolio against movements
in interest rates, particularly mortgage rates. On the settlement date, the Company will either
receive a payment (interest rate drops on purchased forwards or interest rate rises on sold
forwards) or will be required to make a payment (interest rate rises on purchased forwards or
interest rate drops on sold forwards).

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.

Futures: Futures contracts are used to hedge against a decrease in certain equity indices. Such
decreases 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. During 2009, futures contracts were also used as part of a hedging program designed to
mitigate the impact of potential declines in equity markets and their impact on regulatory
capital. A decrease in equity markets may also negatively impact the Company’s investment in
equity securities, and the futures income would serve to offset that effect. In addition, the
Company utilizes futures contracts in an anticipatory hedging program to hedge the effects of
changes in interest rates related to commitments for future purchases of bonds. Futures contracts
are also used to hedge against an increase in certain equity indices. Such increases 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 ASC 820, ASC 815 and ASC 944. The change in reserve liabilities is recorded in
Interest credited and other benefits to contractowners in the Statements of Operations.

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 and as part
of a hedging program designed to mitigate the impact of potential declines in equity markets
and their impact on regulatory capital. Both the options and the embedded derivative reserves
are carried at fair value.

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)

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-term or long-term), exchange rates, prepayment
rates, equity rates, or credit ratings/spreads. In addition, the Company has entered into a
coinsurance with funds withheld arrangement which contains an embedded derivative whose
fair value is based on the change in the fair value of the underlying assets held in trust.

The notional amounts and fair values of derivatives were as follows as of December 31, 2009
and 2008.


		2009				2008
	Notional	Asset	Liability		Notional	Asset	Liability
	Amount	Fair Value	Fair Value		Amount	Fair Value	Fair Value
Interest rate caps⁽¹⁾	122.0	$ 0.4	$ (0.1)		122.0	$ 0.1	$ -	**
Interest rate swaps⁽¹⁾	6,765.3	44.2	(325.1)		7,130.0	131.7	(565.7)
Foreign exchange swaps⁽¹⁾	287.3	-	(52.9)		287.3	14.3	(30.3)
Credit default swaps⁽¹⁾	358.9	0.3	(106.0)		477.0	12.7	(124.8)
Total return swaps⁽¹⁾	124.3	-	(2.9)		-	-	-
Forwards⁽¹⁾	528.5	14.2	-	**	156.0	1.9	-
Swaptions⁽¹⁾	-	-	-		1,667.5	3.4	-
Futures⁽¹⁾	5,121.8	42.8	(3.2)		2,593.9	1.4	(36.6)
Options⁽¹⁾	5,097.8	215.5	(10.2)		3,744.2	174.8	(22.8)
Embedded derivatives:
Within securities⁽²⁾	N/A*	47.8	(9.4)		N/A*	103.7	(7.4)
Within retail annuity
products⁽³⁾	N/A*	-	(1,001.1)		N/A*	-	(791.9)
Within reinsurance
agreement⁽³⁾	N/A*	38.7	-		N/A*	-	-
Total	18,405.9	$ 403.9	$ (1,510.9)		16,177.9	$ 444.0	$ (1,579.5)

* N/A - Not applicable.
** Less than $0.1.
(1) The fair values of these derivatives are reported in Derivatives or Other liabilities on the Balance Sheets.
(2) The fair values of embedded derivatives within securities are reported in Fixed maturities, available-for-sale, on the
Balance Sheets with the underlying instrument.
(3) The fair values of embedded derivatives within retail annuity products and reinsurance agreements are reported in Future
policy benefits and claim reserves on the Balance Sheets.

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)

Net realized gains (losses) on derivatives were as follows for the years ended December 31,
2009 and 2008.


	2009	2008
Interest rate swaps⁽¹⁾	$ (135.6)	$ (388.3)
Foreign exchange swaps⁽¹⁾	(33.2)	30.2
Credit default swaps⁽¹⁾	(12.9)	(31.5)
Total return swaps⁽¹⁾	(52.6)	-
Forwards⁽¹⁾	4.1	19.1
Futures⁽¹⁾	(1,951.6)	200.9
Swaptions⁽¹⁾	(1.5)	(3.3)
Interest rate caps⁽¹⁾	0.2	2.5
Options⁽¹⁾	(66.3)	(277.1)
Embedded derivatives:
Within securities⁽²⁾	(57.8)	57.5
Within retail annuity products⁽²⁾	(66.3)	186.9
Within reinsurance agreement⁽²⁾	38.7	-
Total	$ (2,334.8)	$ (203.1)

⁽¹⁾Changes in value are included in Net realized capital losses on the Statements of Operations.
⁽²⁾Changes in value are included in Interest credited and other benefits to contractowners on the
Statements of Operations.

Credit Default Swaps

The Company has entered into various credit default swaps. When credit default swaps are sold,
the Company assumes credit exposure to certain assets that it does not own. Credit default
swaps may also be purchased to reduce credit exposure in the Company’s portfolio. 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 has International Swaps and Derivatives Association, Inc. (“ISDA”) agreements with
each counterparty with which it conducts business and tracks the collateral positions for each
counterparty. To the extent cash collateral is received, it is included in Payables under
securities loan agreement, including collateral held, on the Balance Sheets and is 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. Investment grade bonds owned by the Company are the source of
noncash collateral posted, which is reported in Securities pledged on the Balance Sheets. 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 par minus recovery value of the swap contract. At
December 31, 2009, the fair value of credit default swaps of $0.3 and $106.0 was included in
Derivatives and Other liabilities, respectively, on the Balance Sheets. At December 31, 2008,
the fair value of credit default swaps of $12.7 and $124.8 was included in Derivatives and Other
liabilities, respectively, on the Balance Sheets. As of December 31, 2009 and 2008, the
maximum potential future exposure to the Company on the sale of credit protection under credit
default swaps was $122.9 and $143.3, respectively.

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)

Variable Interest Entities

The Company holds certain VIEs for investment purposes. VIEs may be in the form of private
placement securities, structured securities, securitization transactions, or limited partnerships.
The Company has reviewed each of its holdings under current guidance and determined that
consolidation of these investments in the Company’s financial statements is not required, as the
Company is not the primary beneficiary for any of the investments in VIEs. Rather, the VIEs
are accounted for using the cost or equity method of accounting. In addition, the Company may
be exposed to the loss of asset management fees it receives for some of these structures. The
carrying value of investments in VIEs of $0.9 at December 31, 2009 are included in Limited
partnerships/corporations on the Balance Sheets. Income and losses recognized on these
investments are reported in Net investment income on the Statements of Operations.

4. Deferred Policy Acquisition Costs and Value of Business Acquired

Activity within DAC was as follows for the years ended December 31, 2009, 2008, and 2007.


Balance at January 1, 2007	$ 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 ASC Topic 944-30	(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
Deferrals of commissions and expenses	411.7
Amortization:
Amortization	171.7
Interest accrued at 4% to 5%	191.3
Net amortization included in the Statements of Operations	363.0
Change in unrealized capital gains (losses) on available-for-sale securities	(1,262.2)
Balance at December 31, 2009	$ 3,718.0

The estimated amount of DAC amortization expense, net of interest, is $251.8, $291.8, $293.6,
$337.3, and $413.7, for the years 2010, 2011, 2012, 2013, and 2014, respectively. Actual
amortization incurred during these years may vary as assumptions are modified to incorporate
actual results.

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)

Activity within VOBA was as follows for the years ended December 31, 2009, 2008, and 2007.


Balance at January 1, 2007	$ 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
Amortization:
Amortization	(7.5)
Interest accrued at 3% to 5%	6.7
Net amortization included in the Statements of Operations	(0.8)
Change in unrealized capital gains (losses) on available-for-sale securities	(80.9)
Balance at December 31, 2009	$ 113.4

The estimated amount of VOBA amortization expense, net of interest, is $10.0, $10.6, $10.6,
$10.2, and $9.4, for the years 2010, 2011, 2012, 2013, and 2014, 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 Net amortization of DAC and VOBA decreased for the year ended December 31, 2009,
driven by an increase in estimated future gross profits due to the improvement in equity markets
in 2009 and lower gross profits in 2009 primarily related to higher realized losses.

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.

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)

During 2009, 2008, and 2007, the Company adjusted its projections for future gross profits due
to actual experience in the year, adjusted its k-factor for the impact of current period gross profit
variances, and revised and unlocked certain assumptions for its fixed and variable annuity
products. These adjustments and their acceleration (deceleration) impact on Amortization of
DAC and VOBA were as follows for the years ended December 31, 2009, 2008, and 2007.


	2009	2008	2007
Impact of separate account growth and contractowner
withdrawal behavior different from assumptions	$ (324.1)	$ 491.8	$ 1.3
Impact of current year gross profit variances	342.6	227.2	-
Unlock of mortality, lapse, expense and mutual fund
sharing assumptions	88.9	(40.1)	(43.6)
Impact of refinements of gross profit projections	(0.9)	302.0	67.0
Total unlocking effect on Amortization of DAC and VOBA	$ 106.5	$ 980.9	$ 24.7

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 2009, the Company did not pay any dividends or return of capital distributions on its
common stock to its Parent. 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.

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. 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.

On February 19, 2010, the Company received a $239.0 capital contribution from its Parent. The
contribution was comprised of proceeds from the sale of affiliated broker-dealers and the
redistribution of currently existing capital within ING U.S. Insurance.

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)

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 $(638.3), $(831.4), and $(40.1), for the years ended
December 31, 2009, 2008, and 2007, respectively. Statutory capital and surplus was $1,486.1
and $1,872.7 as of December 31, 2009 and 2008, respectively. As specifically permitted by
statutory accounting practices, statutory surplus as of December 31, 2009 includes the impact of
a $239.0 capital contribution received by the Company from its immediate Parent on
February 19, 2010. As permitted by statutory accounting practices, statutory surplus as of
December 31, 2008 includes the impact of an $835.0 capital contribution received 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 an $883.0 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 $1,217.0 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. Effective July 1, 2009, the Company and SLDI entered into an
amended and restated reinsurance agreement. In accordance with the terms of the agreement,
$3.2 billion of assets were transferred from SLDI to the Company.

The Division has the ability to ease certain reserving requirements at its discretion. Due to the
reduction in liquidity and the limited availability of letters of credit confirming banks, the
Department allowed the Company to accept unconfirmed letters of credit of up to $320.0 for
reinsurance transactions. This allowed the Company to take the full reserve relief for
reinsurance transactions with unconfirmed letters of credit. This reserve relief was available for
the period from December 31, 2008 through January 1, 2010 and is not a permitted practice.

Effective December 31, 2009, the Company adopted Actuarial Guideline 43 – Variable Annuity
Commissioners Annuity Reserve Valuation Method (“AG43”) for its statutory basis of
accounting. The adoption of AG43 resulted in higher reserves than those calculated under
previous standards by $151.2. Where the application of AG43 produces higher reserves than
the Company had otherwise established under previous standards, the Company may request
permission from the Division to grade-in the impact of higher reserve over a three year period.
The Company elected this grade-in provision, as allowed under AG43 and as approved by the
Division, which allows the Company to reflect the impact of adoption of $151.2 over a three
year period. The impact of the grade-in for the year ended December 31, 2009 was a $79.2
increase in reserves and a corresponding decrease in statutory surplus.

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)

Effective December 31, 2009, the Company adopted SSAP No. 10R, Income Taxes, for its
statutory basis of accounting. This statement requires the Company to calculate admitted
deferred tax assets based upon what is expected to reverse within one year with a cap on the
admitted portion of the deferred tax asset of 10% of capital and surplus for its most recently
filed statement. If the Company’s risk-based capital levels, after reflecting the above limitation,
exceeds 250% of the authorized control level, the statement increases the limitation on admitted
deferred tax assets from what is expected to reverse in one year to what is expected to reverse
over the next three years and increases the cap on the admitted portion of the deferred tax asset
from 10% of capital and surplus for its most recently filed statement to 15%. Other revisions in
the statement include requiring the Company to reduce the gross deferred tax asset by a
statutory valuation allowance adjustment if, based on the weight of available evidence, it is
more likely than not (a likelihood of more than 50 percent) that some portion of or all of the
gross deferred tax assets will not be realized. The effects on the Company’s 2009 financial
statements of adopting this change in accounting principle at December 31, 2009 were increases
to total assets and capital and surplus of $85.6. This adoption had no impact on total liabilities
or net income.

6. Additional Insurance Benefits and Minimum Guarantees

Under the requirements of ASC Topic 944, the Company calculates reserve liabilities 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”) additional reserve at December 31, 2009.


Area	Assumptions/Basis for Assumptions
Data used	Based on 1000 and 100 investment performance scenarios for GMIB,
	LP/LPP & GMDB and AB/WB respectively.
Mean investment performance	8.125% for GMIB, LP and LPP, 8.43% for GMDB.
	Zero rate curve + ING Bond spread for GMAB/WB. The bond spread
	varies between 0.4% and 1.1% based on term structure.
Volatility	16.53% for GMIB, LP and LPP, 16.38% for GMDB.
	Blended 1 year implied forward volatilities for GMAB/WB. The forward
	volatilities range between 6.1% and 33.8% based on fund type.
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-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)

The assumptions used for calculating the additional guaranteed minimum income benefits
(“GMIB”) and Guaranteed Minimum Withdrawal for Life Benefit (LifePay “LP” and LifePay
Plus “LPP”) liabilities at December 31, 2009, are consistent with those used for the calculating
the additional GMDB liability. In addition, the calculation of the GMIB, LP, and LPP liabilities
assumes dynamic surrenders and dynamic utilization of the guaranteed benefit reserves,
reflecting the extent to which the benefit has a positive value as of the projection date.

The separate account liabilities subject to the requirements for additional reserve liabilities
under ASC Topic 944 for minimum guaranteed benefits, and the additional liabilities
recognized related to minimum guarantees, by type, as of December 31, 2009 and 2008, and the
paid and incurred amounts by type for the years ended December 31, 2009 and 2008, 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, 2009	$ 42,996.1	$ 1,602.6	$ 15,418.6		$ 15,480.8
Separate account liability
at December 31, 2008	$ 34,090.8	$ 1,470.2	$ 12,701.6		$ 10,020.7

Additional liability balance:
Balance at January 1, 2008	$ 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	$ -		$ -
Incurred guaranteed benefits	47.1	(79.1)	-		-
Paid guaranteed benefits	(134.9)	-	-		-
Balance at December 31, 2009	$ 477.6	$ 73.9	$ -		$ -
⁽¹⁾Amounts represent full reinsurance of ceded reserves for GMIBs and LP/LPPs.

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,
2009 and 2008.


	Guaranteed	Guaranteed	Guaranteed	Guaranteed
	Minimum	Minimum	Minimum	Withdrawal
	Death	Accumulation/	Income	For Life
	Benefit	Withdrawal Benefit	Benefit	Benefit
2009	(GMDB)	(GMAB/GMWB)	(GMIB)	(LP/LPP)
Net amount at risk, net of reinsurance	$ 9,108.7	$ 104.9	$ -	$ -
Weighted average attained age	65	68	-	-
2008
Net amount at risk, net of reinsurance	$ 15,035.8	$ 310.0	$ -	$ -
Weighted average attained age	64	66	-	-

	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)

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, 2009 and 2008 was $43.0 billion and $34.1 billion, respectively.

7. Sales Inducements

During the year ended December 31, 2009, the Company capitalized and amortized $65.7 and
$(222.5), respectively, of sales inducements. During the year ended December 31, 2008, the
Company capitalized and amortized $106.9 and $229.7, respectively, of sales inducements. The
unamortized balance of capitalized sales inducements, net of unrealized capital gains (losses) on
available-for-sale securities, was $810.2 and $624.3 as of December 31, 2009 and 2008,
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.

Income tax expense (benefit) consisted of the following for the years ended December 31, 2009,
2008, and 2007.


	2009	2008	2007
Current tax (benefit) expense:
Federal	$ (357.2)	$ (754.9)	$ 26.6
Total	(357.2)	(754.9)	26.6
Deferred tax expense:
Other federal deferred tax expense (benefit)	220.7	509.7	(28.2)
Total deferred tax expense (benefit)	220.7	509.7	(28.2)
Total income tax benefit	$ (136.5)	$ (245.2)	$ (1.6)

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)

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, 2009, 2008, and 2007.


	2009	2008	2007
(Loss) income before income taxes and cumulative
effect of change in accounting principle	$ (133.3)	$ (1,626.4)	$ 127.4
Tax rate	35.0%	35.0%	35.0%
Income tax (benefit) expense at federal statutory rate	$ (46.6)	$ (569.2)	$ 44.6
Tax effect of:
Dividend received deduction	(53.7)	(48.9)	(49.5)
Valuation allowance	(35.6)	379.1	-
Other	(0.6)	(6.2)	3.3
Income tax benefit	$ (136.5)	$ (245.2)	$ (1.6)

Temporary Differences

The tax effects of temporary differences that give rise to Deferred tax assets and Deferred tax
liabilities at December 31, 2009 and 2008, are presented below.


	2009	2008
Deferred tax assets:
Future policy benefits	$ 505.3	$ 288.7
Goodwill	2.4	3.7
Investments	367.7	466.5
Employee compensation and benefits	39.7	36.7
Unrealized losses	125.1	700.7
Other	70.4	54.1
Total gross assets before valuation allowance	1,110.6	1,550.4
Less: valuation allowance	(308.6)	(408.9)
Assets, net of valuation allowance	802.0	1,141.5

Deferred tax liabilities:
Deferred policy acquisition cost	(1,445.4)	(1,137.9)
Value of purchased insurance in force	(39.3)	(39.2)
Other	(84.8)	(0.2)
Total gross liabilities	(1,569.5)	(1,177.3)
Net deferred income liability	$ (767.5)	$ (35.8)

Net unrealized capital gains (losses) are presented as a component of other comprehensive
income (loss) in Shareholder’s equity, net of deferred taxes.

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)

Valuation allowances are provided when it is considered unlikely that deferred tax assets will be
realized. As of December 31, 2009 and 2008, the Company had a tax valuation allowance of
$197.5 and $374.0, respectively, related to realized capital losses. The change from
December 31, 2008 to December 31, 2009 consists of (a) $(35.6) related to realized capital
losses which is included in Net income (loss) and (b) $(140.9) related to the adoption of new US
GAAP guidance on impairments, as included in ASC Topic 320, which is reflected in
Accumulated other comprehensive income (loss). The tax valuation allowance recorded prior to
adopting the new ASC Topic 320 guidance was reflected in Retained earnings. Additionally, at
December 31, 2009 and 2008, the Company had a tax valuation allowance of $106.0 and $29.8,
respectively, which is included in Accumulated other comprehensive income (loss). As of
December 31, 2009, the tax valuation allowance on unrealized capital losses included $140.9,
which was reclassified from beginning Retained earnings to Other comprehensive income (loss)
under ASC Topic 320. 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 payable to ING AIH of $69.0 and a receivable from ING AIH of $321.1 at
December 31, 2009 and 2008, respectively, for federal income taxes under the intercompany tax
sharing agreement.

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, 2009 and 2008 are as follows:


	2009	2008
Balance at January 1	$ 64.9	$ 66.4
Additions for tax positions related to the current year	9.1	7.8
Additions for tax positions related to prior years	3.2	0.7
Reductions for tax positions related to prior years	(16.9)	(9.6)
Reductions for settlements with taxing authorities	-	(0.4)
Balance at December 31	$ 60.3	$ 64.9

The Company had $53.4 and $47.3 of unrecognized tax benefits as of December 31, 2009 and
2008, respectively, 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 benefit on the Balance Sheets and Statement of
Operations, respectively. The Company had accrued interest of $4.4 as of December 31, 2009
and 2008.

C-69

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)

Tax Regulatory Matters

The Company is currently under audit by the Internal Revenue Service (“IRS”) for tax years
2002 and 2004 through 2009, and it is expected that the examination of tax years 2004 through
2008 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 $7.6. The
timing of the payment of the remaining allowance of $52.7 cannot be reliably estimated. The
Company and the IRS have agreed to participate in the Compliance Assurance Program
(“CAP”) for the tax years 2008 and 2009.

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
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.

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. The Retirement Plan was amended and
restated effective January 1, 2008. The Retirement Plan was amended on 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
Retirement Plan, but has not yet received a favorable determination letter on the qualified status
of the Retirement Plan. Additionally, 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 Retirement Plan.

C-70

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 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
$15.7, $10.8, and $13.0, for the years ended 2009, 2008, and 2007, respectively, and are
included in Operating expenses in the Statements of Operations.

Defined Contribution Plan

ING North America sponsors the ING Americas 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
restated effective January 1, 2008 and subsequently amended on July 1, 2008, with respect to
the admission of employees from the acquisition of CitiStreet by Lion. ING North America filed
a request for a determination letter on the qualified status of the Plan and received a favorable
determination letter dated May 19, 2009. 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 $4.2, $5.6, and $4.9, for the years ended December 31,
2009, 2008, and 2007, 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

C-71

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)

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 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.

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.
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 immediate vesting will 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
$4.5, $5.3, and $4.7, for the years ended December 31, 2009, 2008, and 2007, respectively.

For leo, the Company recognized minimal tax benefits in 2009, $0.7 in 2008, and $2.5 in 2007.

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 and the Company subsidizes a portion of the monthly per-participant
premium. Beginning August 1, 2009, the Company moved from self-insuring its supplemental

C-72

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)

health care costs and began to use a private-fee-for-service Medicare Advantage program for
post-Medicare eligible retired participants. In addition, effective October 1, 2009, the Company
no longer subsidizes medical premium costs for early retirees. This change does not impact any
participant currently retired and receiving coverage under the plan or any employee who is
eligible for coverage under the plan and whose employment ended before October 1, 2009. The
Company continues to offer access to medical coverage until retirees become eligible for
Medicare. The discontinued subsidy resulted in a release of a previously accrued immaterial
liability for any active employees age 50 or older. 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, 2009,
2008, and 2007, were $1.1, $1.3, and $0.6, respectively.

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, 2009, 2008, and 2007, commissions were incurred in the amounts of $268.0,
$603.8, and $553.8, 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, 2009, 2008, and
2007, expenses were incurred in the amounts of $51.0, $85.9, and $78.0, 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 DSL earns as investment
advisor of ING Investors Trust (“IIT”) which is attributable to the Company’s deposits in
IIT. For the years ended December 31, 2009, 2008, and 2007, revenue for these services
was $123.2, $139.2, and $109.0, 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, 2009, 2008, and 2007,
expenses were incurred in the amounts of $77.1, $93.0, and $96.6, respectively.

C-73

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)

§	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, 2009, 2008, and 2007, expenses related to the agreements were incurred in the amount of $26.3, $21.6, and $19.0, 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, 2009, 2008, and 2007, revenue related to the agreement was $3.1, $6.5, and $6.3, respectively.
§	ING Advisors Network, a group of broker-dealers formerly affiliated with the Company, distributes the Company’s annuity products. For the years ended December 31, 2009, 2008, and 2007, ING Advisors Network sold new contracts of $442.2, $1,411.3, and $1,429.3, respectively. Certain of these affiliated broker-dealers were sold to Lightyear Capital LLC effective February 1, 2010.
§	Services agreement between the Company, Security Life of Denver Insurance Company (“SLD”), an affiliate, and IIM whereby IIM provides administrative, management, professional, advisory, consulting and other services to the Company and SLD with respect to its Financial Products unit. For the years ended December 31, 2009, 2008, and 2007, the Company incurred expenses of $7.6, $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

Reinsurance Ceded

Guaranteed Living Benefit Reinsurance Agreement

The Company entered into an automatic reinsurance agreement with its affiliate, Security Life of Denver International Limited (“SLDI”), dated June 30, 2008, covering 100% of the benefits guaranteed under specific variable annuity guaranteed living benefit riders attached to certain variable annuity contracts issued by the Company on or after January 1, 2000. Effective July 1, 2009, the Company and SLDI entered into an amended and restated reinsurance agreement to change the reinsurance basis of the existing automatic reinsurance agreement dated June 30, 2008 between the Company and SLDI from coinsurance to a combined coinsurance and coinsurance funds withheld basis. To effectuate this transaction, assets with a market value of $3.2 billion were transferred effective July 31, 2009 from SLDI to the Company, and the Company deposited those assets into a trust account. As of December 31, 2009, assets totaling $3.2 billion were on deposit in the trust account. Since December 31, 2009, no additional funds have been contributed to the trust. The Company also established a corresponding funds withheld liability to SLDI, which is included in Other liabilities on the Balance Sheets.

C-74

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)

On July 1, 2009, the Company and SLDI also entered into an asset management services
agreement pursuant to which SLDI will serve as asset manager for the funds withheld account
established under the amended and restated reinsurance agreement, and SLDI will in turn retain
its affiliate, ING Investment Management LLC as subadviser with respect to the funds withheld
account assets.

At December 31, 2009 and 2008, the value of reserves ceded by the Company under this
agreement was $878.6 and $732.3, respectively. In addition, a deferred loss on the transaction
in the amount of $372.8 and $353.8 at December 31, 2009 and 2008, respectively, is presented
in Other assets on the Balance Sheets and is amortized over the period of benefit.

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 combined coinsurance and coinsurance funds withheld reinsurance
agreement. For the years ended December 31, 2009 and 2008, revenue related to the agreement
was $10.5 and $4.9, respectively.

Coinsurance Agreements

Effective May 1, 2005, ING USA entered into a coinsurance agreement with its affiliate, SLD.
Under the terms of the agreement, SLD 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 SLD 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 SLD, 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 $20.8, $19.9, and $21.2 for the
years ended December 31, 2009, 2008, and 2007, respectively, which is included in Other
expenses in the Statements of Operations.

In addition, the Company entered into a 100% coinsurance agreement with SLD 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, 2009
and 2008, the value of reserves ceded by the Company under this agreement was $17.8 and
$17.2, respectively.

C-75

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 is a party to a Facultative Coinsurance Agreement with its affiliate, SLD,
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 $47.5 and $2.5 billion at
December 31, 2009 and 2008, respectively. The decline in GIC reserves ceded is primarily due
to the maturity of $1.9 billion ceded funding agreements issued to ING USA Global Funding
Trusts. The Company utilizes this reinsurance facility primarily for diversification and asset-
liability management purposes in connection with this business, which is facilitated by the fact
that SLD is also a major GIC issuer. Senior management of the Company has established a
current maximum of $4.0 billion for GIC reserves ceded under this agreement.

Monthly Renewable Term Agreement

The Company entered into a monthly renewable term (“MRT”) reinsurance agreement with
Canada Life Assurance Company (“Canada Life”), an unaffiliated Canadian insurance
company, effective June 30, 2009. Under the terms of the agreement, the Company ceded 90%
of its net retained in-force block of group term life business and any new group term life
business reinsured from ReliaStar Life Insurance Company (“RLI”), an affiliate, to Canada Life.

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, RLI, for an indefinite duration. Under
the terms of the agreements, ING USA assumed 100% of RLI’s mortality risk associated with
the net amount at risk under specific life insurance policies, including:

§ Individual life policies issued by RLI and previously assumed by RLI 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 RLI, 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 RLI. Thereafter, the Company receives
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, 2009 and 2008, the value of the reserves assumed by the Company under
these agreements was $3.0 and $5.0, respectively.

C-76

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)

Coinsurance Funds Withheld Agreement

Effective December 31, 2008, ING USA entered into a coinsurance funds withheld agreement
with RLI for an indefinite duration. Under the terms of the agreement, ING USA assumed
100% quota share of RLI’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 RLI from
policyholders. RLI 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.

As of December 31, 2009 and 2008, the value of the reserves assumed by the Company under
these agreements was $487.7 and $219.9, respectively.

Funds Withheld Agreement

Effective December 31, 2008, ING USA entered into a funds withheld agreement with RLI for
an indefinite duration. Under the terms of the agreements, ING USA assumed 100% quota
share of RLI’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 RLI, less
a ceding commission. RLI 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 RLI reserve credit in the excess of the funds withheld for reinsurance by providing a
cash deposit or letter of credit.

As of December 31, 2009 and 2008, the value of the reserves assumed by the Company under
this agreement was $58.2 and $60.0, respectively. Effective January 1, 2010, the Company
terminated this agreement due to the sale of ING’s U.S. Group Reinsurance business to
Reinsurance Group of America (“RGA”).

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
net admitted assets, excluding Separate Accounts, 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.

C-77

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 this agreement, the Company incurred interest expense of $0.4, $1.3, and $3.5, for the
years ended December 31, 2009, 2008, and 2007, respectively. The Company earned interest
income of $1.7, $2.8, and $6.7, for the years ended December 31, 2009, 2008, and 2007,
respectively. Interest expense and income are included in Interest expense and Net investment
income, respectively, on the Statements of Operations. At December 31, 2009, the Company
had an outstanding receivable of $545.5 with ING AIH under the reciprocal loan agreement. At
December 31, 2008, 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, SLD, 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 Commissioner. Interest
expense was $2.8, for each of the years ended December 31, 2009, 2008, and 2007, 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, RLI, 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, 2009, 2008, and 2007, 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, 2011, 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.

C-78

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)

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. The
value of the Company’s investment in PAF was $13.7 and $22.6 at December 31, 209 and 2008,
respectively.

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”).

ING Multi-Strategy Opportunity Fund

On September 30, 2008, the Company’s affiliate, SLDI 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. At December 31, 2009, the Company had no investments in the various series of the ING
Multi-Strategy Opportunity Fund Series LLC as these investments were sold during 2009. At
December 31, 2008, the Company had an investment in the various series of the ING Multi-
Strategy Opportunity Fund Series LLC that totaled $66.8, which was 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, 2009 and 2008, the Company had call options with a notional amount of
$260.0 and $162.3, respectively, and market value of $12.1 and $8.6, respectively, with ING
Bank, an affiliate. Each of these contracts was entered into as a result of a competitive bid,
which included unaffiliated counterparties.

C-79

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)

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, 2009 and 2008.
The Company incurred minimal interest expense for the year ended December 31, 2007. At
December 31, 2009 and 2008, the Company had no amounts outstanding under the revolving
note facility.

Also see Financing Agreements in the Related Party Transactions footnote.

12. Reinsurance

At December 31, 2009, the Company had reinsurance treaties with 15 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,
SLD and SLDI, related to GICs, fixed annuities, and universal life insurance policies. In
addition, the Company assumed reinsurance risk under reinsurance treaties with its affiliate,
RLI, related to certain life insurance policies and employee benefit group annual term 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 was $186.4 billion and $633.1 at
December 31, 2009 and 2008, respectively. The increase in reinsurance ceded in 2009 is
primarily due to the MRT reinsurance agreement entered into June 30, 2009. Deposits and
reinsurance recoverable were comprised of the following at December 31, 2009 and 2008.


	2009	2008
Claims recoverable from reinsurers	$ 9.3	$ 24.6
Receivable for reinsurance premiums	-	0.5
Reinsured amounts due to reinsurers	(26.1)	(33.8)
Reinsurance reserves ceded	1,068.9	3,384.8
Deposits	1,752.0	1,947.0
Other	545.9	26.2
Total	$ 3,350.0	$ 5,349.3

C-80

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, 2009, 2008, and
2007.


	2009	2008	2007
Deposits (assumed) ceded under reinsurance	$ (2,034.2)	$ 1,632.0	$ 1,309.1
Premiums ceded under reinsurance	94.4	2.1	2.4
Reinsurance recoveries	9.1	1,212.6	1,723.2

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, 2009, 2008, and 2007, rent expense for leases was $8.3, $8.7,
and $7.9, respectively. The future net minimum payments under noncancelable leases for the
years ended December 31, 2009 through 2013 are estimated to be $6.6, $5.3, $5.3, $5.3, and
$5.3, respectively, and $13.6, 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, 2009, the Company had off-balance sheet commitments to purchase
investments equal to their fair value of $354.6, of which $193.0 was with related parties. At
December 31, 2008, the Company had off-balance sheet commitments to purchase investments
equal to their fair value of $421.4, of which $207.2 was with related parties. During 2009 and
2008, $19.5 and $176.2, respectively, was funded to related parties under these commitments.

C-81

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)

Collateral

Under the terms of the Company’s Over-The-Counter Derivative 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, 2009 and 2008, the Company held $32.1 and $17.6, respectively, of cash collateral, related
to derivative contracts, which was included in Payables under securities loan agreement,
including collateral held on the Balance Sheets. In addition, as of December 31, 2009 and 2008,
the Company delivered collateral of $574.6 and $480.4, respectively, in fixed maturities
pledged under derivatives contracts, which was included in Securities pledged 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.

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); product administrative issues;
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

C-82

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)

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.

14. Restructuring Charges

2008 Expense Reductions

During the fourth quarter of 2008, 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.

C-83

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 illustrates the restructuring reserves and charges for the years ended
December 31, 2009 and 2008.


	2009	2008
Restructuring reserve beginning balance	$ 2.5	$ -
Restructuring charges:
Employee severance and termination benefits⁽¹⁾	11.6	3.3
Future rent on non-cancelable leases⁽²⁾	-	0.4
Total restructuring charges	11.6	3.7
Intercompany charges and payments⁽³⁾	0.8	(0.5)
Payments applied against reserve⁽⁴⁾	(11.2)	(0.7)
Restructuring reserve at December 31	$ 3.7	$ 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 for the 2008 allowances.
⁽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.

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 occurred during the first quarter of 2009, which
resulted in the recognition of an immaterial loss related to unrecognized prior service costs.

C-84

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)

15. Accumulated Other Comprehensive Income (Loss)

Shareholder’s equity included the following components of Accumulated other comprehensive
loss as of December 31, 2009, 2008, and 2007.


	2009	2008	2007
Net unrealized capital (losses) gains:
Fixed maturities, available-for-sale, including
OTTI of $(100.1) and $(402.5) of cumulative effect
of change in accounting principle in 2009	$ (554.7)	$ (3,234.0)	$ (122.3)
Equity securities, available-for-sale	3.5	(3.7)	(5.5)
DAC/VOBA adjustment on available-for-sale
securities, including $139.1 of cumulative effect
of change in accounting principle in 2009	(64.3)	1,139.7	(36.9)
Sales inducements adjustment on
available-for-sale securities	(0.1)	102.2	0.5
Other investments	(5.3)	(6.2)	(6.4)
Unrealized capital losses, before tax	(620.9)	(2,002.0)	(170.6)
Deferred income tax asset (includes $92.3
cumulative effect of change in accounting
principle in 2009)	217.3	700.7	59.7
Deferred tax asset valuation allowance
(includes $(140.9) cumulative effect of change
in accounting principle in 2009)	(106.0)	(29.8)	(46.9)
Net unrealized capital (losses) gains	(509.6)	(1,331.1)	(157.8)
Pension liability, net of tax	(3.2)	(2.6)	(2.9)
Accumulated other comprehensive loss	$ (512.8)	$ (1,333.7)	$ (160.7)

On April 1, 2009, the Company adopted new US GAAP guidance on impairments, included in
ASC Topic 320. As prescribed by this accounting guidance, noncredit impairments, reflecting
the portion of the impairment between the present value of future cash flows and fair value,
were recognized in Other comprehensive loss. As of December 31, 2009, net unrealized capital
gains (losses) on available-for-sale fixed maturities included $100.1 of noncredit impairments.
In addition, a cumulative transfer of noncredit impairments of $(312.0), after considering the
effects of DAC of $139.1 and income taxes of $(48.6), was made from beginning retained
earnings to Accumulated other comprehensive income (loss) as of April 1, 2009.

C-85

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,
2009, 2008, and 2007.


	2009	2008	2007
Fixed maturities, available-for-sale	$ 2,679.3	$ (3,111.7)	$ (93.4)
Equity securities, available-for-sale	7.2	1.8	(7.0)
DAC/VOBA adjustment on
available-for-sale securities	(1,204.0)	1,176.6	(58.0)
Sales inducements adjustment on
available-for-sale securities	(102.3)	101.7	(0.5)
Other investments	0.9	0.2	0.2
Unrealized capital gains (losses), before tax	1,381.1	(1,831.4)	(158.7)
Deferred income tax (liability) asset	(483.4)	641.0	55.9
Net change in unrealized capital (losses) gains	$ 897.7	$ (1,190.4)	$ (102.8)

Changes in unrealized capital gains (losses) on securities, including securities pledged and
noncredit impairments, as recognized in Accumulated other comprehensive loss, reported net of
DAC, VOBA, and income taxes, were as follows for the years ended December 31, 2009, 2008,
and 2007.


	2009	2008	2007
Net unrealized capital holding (losses) gains
arising during the year⁽¹⁾	$ 717.7	$ (1,877.2)	$ (210.5)
Less: reclassification adjustment for (losses) gains
and other items included in Net (loss) income⁽²⁾	(180.0)	(686.8)	(107.7)
Net change in unrealized capital (losses)
gains on securities	$ 897.7	$ (1,190.4)	$ (102.8)

(1) Pretax unrealized capital holding gains (losses) arising during the year were $1,104.1, $(2,888.0), and $(324.9), for the
years ended December 31, 2009, 2008, and 2007, respectively.
(2) Pretax reclassification adjustments for gains (losses) and other items included in Net (loss) income were $(277.0),
$(1,056.6), and $(166.2), for the years ended December 31, 2009, 2008, and 2007, respectively.

The reclassification adjustments for gains (losses) and other items included in Net income (loss)
in the above table are determined by specific identification of each security sold or impaired
during the period.

C-86

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 identifies the amount of noncredit impairments on fixed maturities
recognized in Other comprehensive loss as of the dates indicated.


	2009
Balance at April 1, 2009⁽¹⁾	$ -
Additional noncredit impairments:
On securities not previously impaired	133.7
On securities previously impaired	0.5
Reductions:
Securities sold, matured, prepaid or paid down⁽²⁾	(17.9)
Securities with additional credit impairments⁽²⁾	(16.2)
Balance at December 31, 2009	$ 100.1

⁽¹⁾New guidance on recognition and presentation of OTTI, included in ASC Topic 320, was adopted April 1, 2009.
⁽²⁾Represents realization of noncredit impairments to Net income (loss).

C-87


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, 2009
	-	Statements of Operations for the year ended December 31, 2009
	-	Statements of Changes in Net Assets for the years ended December 31, 2009
		and 2008
	-	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, 2009, 2008 and
		2007
	-	Balance Sheets as of December 31, 2009 and 2008
	-	Statements of Changes in Shareholder’s Equity for the years ended
		December 31, 2009, 2008 and 2007
	-	Statements of Cash Flows for the years ended December 31, 2009, 2008 and
		2007
	-	Notes to Financial Statements

(b) Exhibits
(1)		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).
(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).
(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).


	(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)	Surrender Charge Endorsement (IU-RA-3018) to Contract GA-IA-1102 and
		Certificate GA-CA-1102 and Master Contract GA-MA-1102 • Incorporated by
		reference to Post-Effective Amendment No. 25 to Registration Statement on Form N-
		4 for Separate Account B filed with the Securities and Exchange Commission on
		April 30, 2009 (File No. 333-70600).
	(4.19)	Minimum Guaranteed Income Benefit Rider (IU-RA-3030) • Incorporated by
		reference to Post-Effective Amendment No. 25 to Registration Statement on Form N-
		4 for Separate Account B filed with the Securities and Exchange Commission on
		April 30, 2009 (File No. 333-70600).
	(4.20)	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (IU-
		RA-3077) • Incorporated by reference to Post-Effective Amendment No. 25 to
		Registration Statement on Form N-4 for Separate Account B filed with the Securities
		and Exchange Commission on April 30, 2009 (File No. 333-70600).
	(4.21)	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (IU-
		RA-3078) • Incorporated by reference to Post-Effective Amendment No. 25 to
		Registration Statement on Form N-4 for Separate Account B filed with the Securities
		and Exchange Commission on April 30, 2009 (File No. 333-70600).
	(4.22)	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider
		(Life Pay Plus) (IU-RA-4010(DE)(RC)) • Incorporated by reference to Post-Effective
		Amendment No. 25 to Registration Statement on Form N-4 for Separate Account B
		filed with the Securities and Exchange Commission on April 30, 2009 (File No. 333-
		70600).


	(4.23)	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider
		(Life Pay Plus) (IU-RA-4011(DE)(RC)) • Incorporated by reference to Post-Effective
		Amendment No. 25 to Registration Statement on Form N-4 for Separate Account B
		filed with the Securities and Exchange Commission on April 30, 2009 (File No. 333-
		70600).
	(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)	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).
	(5.3)	Deferred Variable Annuity Application (GA-CDF-1105(12/08)) • Incorporated by
		reference to Post-Effective Amendment No. 25 to Registration Statement on Form N-
		4 for Separate Account B filed with the Securities and Exchange Commission on
		April 30, 2009 (File No. 333-70600).
	(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)	Amended and Restated Participation Agreement as of June 26, 2009 by and among
		ING Life Insurance and Annuity Company, Fidelity Distributors Corporation,
		Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable
		Insurance Products Fund III, Variable Insurance Products Fund IV and Variable
		Insurance Products Fund V • Incorporated by reference to Post-Effective Amendment
		No. 56 to Registration Statement on Form N-4 (File No. 333-01107), as filed on
		December 18, 2009.
	(8.2)	First Amendment as of June 26, 2009 to Participation Agreement as of June 26, 2009
		by and among ING Life Insurance and Annuity Company, Fidelity Distributors
		Corporation, Variable Insurance Products Fund, Variable Insurance Products Fund II,
		Variable Insurance Products Fund III, Variable Insurance Products Fund IV and
		Variable Insurance Products Fund V • Incorporated by reference to Post-Effective
		Amendment No. 56 to Registration Statement on Form N-4 (File No. 333-01107), as
		filed on December 18, 2009.
	(8.3)	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.
	(8.4)	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.
	(8.5)	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.
	(8.6)	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.
	(8.7)	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.


	(8.8)	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.
	(8.9)	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.
	(8.10)	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.
	(8.11)	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.
	(8.12)	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.
	(8.13)	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.


	(8.14)	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.
	(8.15)	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.
	(8.16)	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.
	(8.17)	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.
	(8.18)	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.
	(8.19)	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.
	(8.20)	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.


	(8.21)	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.
	(8.22)	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.
	(8.23)	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.
	(8.24)	Selling and Services Agreement made and entered into as of November 28, 2001 by
		and among Aetna Investment Services, LLC, Aetna Life Insurance and Annuity
		Company and Portfolio Partners, Inc. • Incorporated by reference to Post-Effective
		Amendment No. 55 to Registration Statement on Form N-4 (File No. 033-75962), as
		filed on April 8, 2010.
	(8.25)	First Amendment to Selling and Services Agreement dated as of July 1, 2009 by and
		between ING Life Insurance and Annuity Company (formerly Aetna Life Insurance
		and Annuity Company), ING Institutional Plan Services, LLP, ING Financial
		Advisers, LLC (formerly Aetna Investment Services, Inc.), and ING Partners, Inc.
		(formerly Portfolio Partners, Inc.) • Incorporated by reference to Post-Effective
		Amendment No. 55 to Registration Statement on Form N-4 (File No. 033-75962), as
		filed on April 8, 2010.
	(8.26)	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.
	(8.27)	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.


	(8.28)	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.
	(8.29)	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.
	(8.30)	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.
	(8.31)	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.
	(8.32)	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.
	(8.33)	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.
	(8.34)	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.


	(8.35)	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.
	(8.36)	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.
	(8.37)	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.
	(8.38)	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.


	(8.39)	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.
	(8.40)	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.
	(8.41)	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.
	(8.42)	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.
	(8.43)	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.


	(8.44)	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.
	(8.45)	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.
	(8.46)	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.
	(8.47)	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.
	(8.48)	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.
	(8.49)	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.
	(8.50)	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.


	(8.51)	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.
	(8.52)	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.
	(8.53)	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.
	(8.54)	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.
	(8.55)	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.
	(8.56)	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.
	(8.57)	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.


	(8.58)	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.
	(8.59)	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.
	(8.60)	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.
	(8.61)	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.
	(8.62)	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.
	(8.63)	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.
	(8.64)	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.


	(8.65)	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
Michael S. Smith¹	Director and President
Thomas J. McInerney²	Director and Chairman
Catherine H. Smith²	Director and Senior Vice President
Robert G. Leary³	Director
Ewout L. Steenbergen³	Director, Executive Vice President and Chief
	Financial Officer
Donald W. Britton⁴	Director
Steven T. Pierson⁴	Senior Vice President and Chief Accounting Officer
Daniel P. Mulheran⁵	Senior Vice President
Stephen J. Preston¹	Senior Vice President
Mark B. Kaye¹	Senior Vice President
Timothy T. Matson²	Senior Vice Presient
Boyd G. Combs⁴	Senior Vice President, Tax
David S. Pendergrass⁴	Senior Vice President and Treasurer
Bradley E. Barks⁴	Vice President
M. Bishop Bastien	Vice President
980 Ninth Street
Sacramento, CA 95814
Debra M. Bell⁷	Vice President
Jeoffrey A. Block⁶	Vice President
Mary A. Broesch¹	Vice President and Actuary
Cynthia M. Brooks⁴	Vice President
Kevin L. Christensen⁶	Vice President
Patricia M. Corbett⁶	Vice President


Name and Principal	Positions and Offices with
Business Address	Depositor
Russell C. Craig⁶	Vice President
Kimberly Curley⁷	Vice President and Actuary
Elizabeth A. Edwards⁷	Vice President
Joseph Elmy⁴	Vice President, Tax
Shari A. Enger¹	Vice President
Ronald E. Falkner²	Vice President, Corporate Real Estate
John P. Foley¹	Vice President, Investments
Julie A. Foster⁶	Vice President
Terry D. Harrell	Vice President
7695 N. High Street
Columbus, OH 43235
Christine Hurtsellers¹	Vice President
Mark E. Jackowitz	Vice President
22 Century Hill Drive, Suite 101
Latham, NY 12110
Kenneth E. Lacy⁴	Vice President
Richard K. Lau¹	Vice President and Actuary
Martin K. Le Roux⁷	Vice President
Frederick C. Litow⁴	Vice President
William L. Lowe²	Vice President
Alan S. Lurty¹	Vice President
Patrick D. Lusk¹	Vice President and Appointed Actuary
Thomas A. Lutter¹	Vice President
Christopher P. Lyons⁴	Vice President, Investments
Barbara J. MacLean⁷	Vice President


Name and Principal	Positions and Offices with
Business Address	Depositor
Gilbert E. Mathis⁴	Vice President, Investments
Gregory R. Michaud⁴	Vice President, Investments
Paul L. Mistretta⁴	Vice President
Michael J. Murphy¹	Vice President
Todd E. Nevenhoven⁶	Vice President
Deborah J. Prickett⁶	Vice President
Laurie J. Rasanen	Vice President
2000 21^stAvenue
Minot, ND 58703
Kevin J. Reimer⁴	Vice President
Linda E. Senker¹	Vice President and Chief Compliance Officer
Spencer T. Shell⁴	Vice President, Assistant Treasurer and Assistant
	Secretary
Eric J. Steelman¹	Vice President
Sandra L. Stokley⁶	Vice President
Alice Su¹	Vice President and Actuary
Brant A. Thurston⁶	Vice President
Chad Tope⁶	Vice President
Mary A. Tuttle⁷	Vice President
William J. Wagner⁷	Vice President
Kurt W. Wassenar⁴	Vice President, Investments
Christopher R. Welp⁶	Vice President
Mary B. Wilkinson³	Vice President
Kristi L. Wohlwend⁶	Vice President, Compliance
Joy M. Benner¹	Secretary


Name and Principal	Positions and Offices with
Business Address	Depositor
Armand Aponte³	Assistant Secretary
Eric G. Banta⁷	Assistant Secretary
Jane A. Boyle²	Assistant Secretary
Linda H. Freitag⁴	Assistant Secretary
Daniel F. Hinkel⁴	Assistant Secretary
Joseph D. Horan⁴	Assistant Secretary
Megan A. Huddleston²	Assistant Secretary
Rita J. Kummer⁴	Assistant Secretary
Susan A. Masse²	Assistant Secretary
Terri W. Maxwell⁴	Assistant Secretary
James M. May, III⁴	Assistant Secretary
Tina M. Nelson⁵	Assistant Secretary
Melissa A. O’Donnell⁵	Assistant Secretary
Randall K. Price⁵	Assistant Secretary
Patricia M. Smith²	Assistant Secretary
Susan M. Vega⁵	Assistant Secretary
Terry L. Owens⁴	Tax Officer
James H. Taylor⁴	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 this director and these officers is 230 Park Avenue, 13^thFloor, New York, New York 10169.
4	The principal business address of these directors and these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.

5	The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.
6	The principal business address of these officers is 909 Locust Street, Des Moines, Iowa 50309.
7	The principal business address of these officers is 1290 Broadway, 15^thFloor, Denver, Colorado 80203.

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant

Incorporated herein by reference to Item 26 in Post-Effective Amendment No. 28 to Registration
Statement on Form N-6 for Select*Life Variable Account of ReliaStar Life Insurance Company
(File No. 033-57244), as filed with the Securities and Exchange Commission on April 6, 2010.

Item 27. Number of Contract Owners

As of February 28, 2010, there were 329,972 qualified contract owners and 197,378 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 Professional Liability and fidelity bond insurance policies
issued by an international insurer. The policies cover 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 and
any/all assets under the care, custody and control of ING America Insurance Holdings, Inc.
and/or its subsidiaries. The policies provide for the following types of coverage: errors and
omissions/professional liability, employment practices liability and fidelity/crime.

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, Pennsylvania 19380-1478, unless otherwise noted.


Name and Principal Business Address	Positions and Offices with Underwriter

Ann Hughes	President and Director
Frisco, TX 75035
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


Name and Principal Business Address	Positions and Offices with Underwriter

Michael J. Roland	Senior Vice President
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258
Stanley D. Vyner	Senior Vice President
230 Park Ave., 13^thFloor
New York, NY 10169
Richard E. G. Gelfand	Chief Financial Officer
William Wilcox	Chief Compliance Officer
One Orange Way
Windsor, CT 06095-4774
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
Heather Hackett	Vice President
230 Park Ave., 13^thFloor
New York, NY 10169
Todd R. Modic	Vice President
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258
David S. Pendergrass	Vice President and Treasurer
5780 Powers Ferry Road
Atlanta, GA 30327-4390
Spencer T. Shell	Vice President and Assistant Treasurer
5780 Powers Ferry Road
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


Name and Principal Business Address	Positions and Offices with Underwriter

G. Stephen Wastek	Assistant Secretary
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258

(c)	Compensation to Principal Underwriter:


(1)	(2)	(3)	(4)	(5)

	2009 Net
Name of	Underwriting
Principal	Discounts and	Compensation	Brokerage
Underwriter	Commissions	on Redemption	Commissions	Compensation

Directed	$1,658,134.85	$0	$0	$275,329,257
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; and

(d)

during the Guarantee Period, to mail notices to current shareholders promptly after the
happening of significant events related to the guarantee issued by ING USA Annuity
and Life Insurance Company ("the Guarantee"). These significant events include (i) the
termination of the Guarantee; (ii) a default under the Guarantee that has a material
adverse effect on a shareholder's right to receive his or her guaranteed amount on the
maturity date; (iii) the insolvency of ING USA Annuity and Life Insurance Company; or (iv)
a reduction in the credit rating of ING USA Annuity and Life Insurance Company's long-
term debt as issued by Standard & Poor's or Moody's Investors Service, Inc. to BBB+
or lower or Baa1 or lower, respectively.

During the Guarantee Period, the Registrant hereby undertakes to include in the
prospectus which is a part of this registration statement on Form N-4, a space that an
applicant can check to request the most recent annual and/or quarterly report of ING
USA Annuity and Life Insurance Company.

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 21st day of April, 2010.





	SEPARATE ACCOUNT B
	(Registrant)

By:	ING USA ANNUITY AND LIFE INSURANCE
	COMPANY
	(Depositor)

By:	Michael S. Smith*
	Michael S. Smith
	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

Michael S. Smith*	President and Director	)
Michael S. Smith		)
		)
Thomas J. McInerney*	Director and Chairman	)
Thomas J. McInerney		)
		)
Catherine H. Smith*	Director and Senior Vice President	) April
Catherine H. Smith		) 21, 2010
		)
Donald W. Britton*	Director	)
Donald W. Britton		)
		)
Robert G. Leary*	Director	)
Robert G. Leary		)
		)
Ewout L. Steenbergen*	Director, Executive Vice President and Chief Financial	)
Ewout L. Steenbergen	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)(9)	Opinion and Consent of Counsel	_______
24(b)(10)	Consent of Independent Registered Public Accounting Firm	_______
24(b)(13)	Powers of Attorney	_______