485BPOS

As filed with the Securities and Exchange	Registration No. 333-28679
Commission on December 15, 2010	Registration No. 811-05626

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.	[   ]
Post-Effective Amendment No. 54	[X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.	[X]
(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)

Depositor’s Telephone Number, including Area Code: (610) 425-3400 

Nicholas Morinigo, Esq.

ING Americas (U.S. Legal Services)

1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478 

(610) 425-3447

(Name and Address of Agent for Service of Process) 

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):
[ X ]		immediately upon filing pursuant to paragraph (b) of Rule 485
[	]	on (date) pursuant to paragraph (b) of Rule 485
[	]	60 days after filing pursuant to paragraph (a)(1) of Rule 485
[	]	on (date) 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:
Deferred Combination Variable and Fixed Annuity Contracts

                                                                           PARTS A and B

EXPLANATORY NOTE: Each of the Prospectus and Statement of Additional Information, dated April
30, 2010 and as supplemented, is incorporated into Parts A and B, respectively, of this amendment by
reference to Post-Effective Amendment No. 53 to this Registration Statement, as filed on April 21, 2010
(Accession No. 0000836687-10-000125). This amendment further supplements the prospectus and does
not otherwise delete, amend, or supersede any other information in this registration statement, as
previously amended, including exhibits and undertaking.

SUPPLEMENT Dated December 15, 2010
To The Prospectuses Dated April 30, 2010 For
ING GoldenSelect Access	ING GoldenSelect Landmark	ING SmartDesign Advantage
ING GoldenSelect DVA Plus	ING GoldenSelect Premium Plus	ING SmartDesign Signature
ING GoldenSelect ESII	ING Architect Variable Annuity	ING SmartDesign Variable Annuity
Issued By ING USA Annuity and Life Insurance Company
Through Its Separate Account B
And
ING Equi-Select
Issued By ING USA Annuity and Life Insurance Company
Through Its Separate Account EQ
And
ING Empire Traditions Variable Annuity
Issued by ReliaStar Life Insurance Company of New York
Through its Separate Account NY-B

This supplement updates the prospectus for your variable annuity contract. Please read it carefully and
keep it with your copy of the prospectus for future reference. The following information only affects you
if you currently invest or plan to invest in a subaccount that corresponds to the funds referenced below.
If you have any questions, please call our Customer Contact Center at 1-800-366-0066.

I. Information Regarding Fund Changes and Fund Availability

1. Effective after the close of business on or about January 21, 2011 the ING Growth and Income Portfolio
(Class S) will be closed to new investments. There will be no further mention of the ING Growth and Income
Portfolio (Class S) in future prospectuses. Unless you provide us with alternative allocation instructions, any
subsequent allocation(s) designated to the subaccount that invests in the ING Growth and Income Portfolio (Class S)
will be allocated proportionally among the other subaccount(s) in your current allocation.

2. Effective after the close of business on or about January 21, 2011 the following investment portfolios will be
added under your Contract. The sections in the prospectus regarding investment portfolios will be revised
accordingly:

Fund Name	Investment Adviser/ Subadviser	Investment Objective
ING Investors Trust
ING American Funds Global Growth	Investment Adviser: ING	Seeks long-term growth of capital while
and Income Portfolio	Investments, LLC	providing current income.
	Investment Adviser to Master
	Funds: Capital Research and
	Management Company
ING American Funds International	Investment Adviser: ING	Seeks long-term growth of capital while
Growth and Income Portfolio	Investments, LLC	providing current income.
	Investment Adviser to Master
	Funds: Capital Research and
	Management Company
ING Global Resources Portfolio	Investment Adviser: Directed	Seeks long-term capital appreciation.
(Class ADV)	Services LLC
	Investment Subadviser: ING
	Investment Management Co.

MULTIVA-10A 1 12/15/2010

Fund Name	Investment Adviser/ Subadviser	Investment Objective
ING Investors Trust
ING Large Cap Value Portfolio	Investment Adviser: Directed	Seeks growth of capital and current income.
(Class S)	Services LLC
	Investment Subadviser: ING
	Investment Management Co.
ING Variable Funds
ING Growth and Income Portfolio	Investment Adviser: ING	Seeks to maximize total return through
(Class ADV)	Investments, LLC	investments in a diversified portfolio of
	Investment Subadviser: ING	common stock and securities convertible
	Investment Management Co.	into common stocks.

3. Effective January 24, 2011 the following investment portfolios that were previously closed will be made
available to new investments. The sections in the prospectus regarding investment portfolios will be revised
accordingly:

Fund Name	Investment Adviser/ Subadviser	Investment Objective
ING Investors Trust
ING JP Morgan Emerging Markets	Investment Adviser: Directed	Seeks capital appreciation.
Equity Portfolio (Class S)	Services LLC
	Investment Subadviser: J.P.
	Morgan Investment Management
	Inc.
ING T. Rowe Price International	Investment Adviser: Directed	Seeks long-term growth of capital.
Stock Portfolio (Class S) (previously,	Services LLC
ING Marsico International	Investment Subadviser: T. Rowe
Opportunities Portfolio)	Price Associates, Inc.
ING Partners, Inc.
ING Oppenheimer Global Portfolio	Investment Adviser: Directed	Seeks capital appreciation.
(Class S)	Services LLC
	Investment Subadviser:
	OppenheimerFunds, Inc.

4. Effective August 31, 2010 the ING Wells Fargo Health Care Portfolio is a diversified fund. The information
appearing in the prospectus regarding the ING Wells Fargo Health Care Portfolio is revised accordingly.

MULTIVA-10A 2 12/15/2010

II. Notice of Upcoming Fund Reorganizations

Effective after the close of business on or about January 21, 2011, the following Disappearing Portfolios will
reorganize into and become part of the following Surviving Portfolios:

Disappearing Portfolios	Surviving Portfolios
ING American Funds Growth-Income Portfolio	ING Growth and Income Portfolio (Class ADV)
ING BlackRock Large Cap Value Portfolio (Class S)	ING T. Rowe Price Equity Income Portfolio (Class S)
ING Lord Abbett Growth and Income Portfolio (Class S)	ING Large Cap Value Portfolio (Class S)
	(formerly ING Pioneer Equity Income Portfolio)
ING Morgan Stanley Global Tactical Asset Allocation Portfolio	ING American Funds World Allocation Portfolio
(Class S)
ING Legg Mason ClearBridge Aggressive Growth Portfolio	ING Large Cap Growth Portfolio (Class S)
(Service Class)

Information Regarding the Portfolio Reorganizations:

The Board of Trustees of ING Investors Trust and the Board of Directors of ING Partners, Inc. have approved
proposals for the reorganizations referenced above. The reorganizations are also subject to shareholder approval. If
shareholder approval is obtained, each reorganization is expected to take place on or about January 21, 2011, resulting
in a shareholder of a given Disappearing Portfolio becoming a shareholder of the corresponding Surviving Portfolio.
Each shareholder will thereafter hold shares of the Surviving Portfolio having equal aggregate value as shares of the
Disappearing Portfolio, and the Disappearing Portfolio will no longer be available under the contract.

Unless you provide us with alternative allocation instructions, all future allocations directed to a given Disappearing
Portfolio will be automatically allocated to the corresponding Surviving Portfolio. You may give us alternative
allocation instructions at any time by contacting our Customer Contact Center at 1-800-366-0066.

As of the relevant effective date noted above, any references in the prospectus to the Disappearing Portfolios as being
available under the contract are deleted and all references to them will be replaced by the corresponding Surviving
Portfolio.

III. Other Information

ING Funds Distributor, LLC has changed its name to ING Investments Distributor, LLC. All references to ING
Funds Distributor, LLC in the current Prospectuses and Statements of Additional Information are hereby replaced
with ING Investments Distributor, LLC.

MULTIVA-10A 3 12/15/2010

SUPPLEMENT Dated December 15, 2010

To The Prospectus Dated April 30, 2010 For

ING GoldenSelect Opportunities

Issued By ING USA Annuity and Life Insurance Company 

Through Its Separate Account B

This supplement updates the prospectus for your variable annuity contract. Please read it carefully and
keep it with your copy of the prospectus for future reference. The following information only affects you
if you currently invest or plan to invest in a subaccount that corresponds to the funds referenced below.
If you have any questions, please call our Customer Contact Center at 1-800-366-0066.

I. Information Regarding Fund Changes and Fund Availability 

1. Effective after the close of business on or about January 21, 2011 the ING Growth and Income Portfolio
(Class S) will be closed to new investments. There will be no further mention of the ING Growth and Income
Portfolio (Class S) in future prospectuses. Unless you provide us with alternative allocation instructions, any
subsequent allocation(s) designated to the subaccount that invests in the ING Growth and Income Portfolio (Class S)
will be allocated proportionally among the other subaccount(s) in your current allocation.

2. Effective after the close of business on or about January 21, 2011 the following investment portfolios will be
added under your Contract. The sections in the prospectus regarding investment portfolios will be revised
accordingly:

Fund Name	Investment Adviser/ Subadviser	Investment Objective
ING Investors Trust
ING Large Cap Value Portfolio	Investment Adviser: Directed	Seeks growth of capital and current income.
(Class S)	Services LLC
	Investment Subadviser: ING
	Investment Management Co.
ING Large Cap Growth Portfolio	Investment Adviser: Directed	Seeks long-term capital growth.
(Service Class)	Services LLC
	Investment Subadviser: ING
	Investment Management Co.
ING Variable Funds
ING Growth and Income Portfolio	Investment Adviser: ING	Seeks to maximize total return through
(Class ADV)	Investments, LLC	investments in a diversified portfolio of
	Investment Subadviser: ING	common stock and securities convertible
	Investment Management Co.	into common stocks.

3. Effective on or about January 21, 2011 the subadviser for ING Marsico International Opportunities Portfolio
will change to T. Rowe Price Associates, Inc. with a change to the portfolio’s name from ING Marsico International
Opportunities Portfolio to ING T. Rowe Price International Stock Portfolio. Please note that this investment
portfolio is currently closed to new investments.

GSOPP-10  1  12/15/2010 

II. Notice of Upcoming Fund Reorganizations 

Effective after the close of business on or about January 21, 2011, the following Disappearing Portfolios will
reorganize into and become part of the following Surviving Portfolios:

Disappearing Portfolios	Surviving Portfolios
ING American Funds Growth-Income Portfolio	ING Growth and Income Portfolio (Class ADV)
ING BlackRock Large Cap Value Portfolio (Service Class 2)	ING T. Rowe Price Equity Income Portfolio (Service Class 2)
ING Lord Abbett Growth and Income Portfolio	ING Large Cap Value Portfolio (Class S)
(Service Class 2)	(formerly ING Pioneer Equity Income Portfolio)
ING Morgan Stanley Global Tactical Asset Allocation Portfolio	ING American Funds World Allocation Portfolio
(Class S)
ING Legg Mason ClearBridge Aggressive Growth Portfolio	ING Large Cap Growth Portfolio (Class S)
(Service Class)

Information Regarding the Portfolio Reorganizations:

The Board of Trustees of ING Investors Trust and the Board of Directors of ING Partners, Inc. have approved
proposals for the reorganizations referenced above. The reorganizations are also subject to shareholder approval. If
shareholder approval is obtained, each reorganization is expected to take place on or about January 21, 2011, resulting
in a shareholder of a given Disappearing Portfolio becoming a shareholder of the corresponding Surviving Portfolio.
Each shareholder will thereafter hold shares of the Surviving Portfolio having equal aggregate value as shares of the
Disappearing Portfolio, and the Disappearing Portfolio will no longer be available under the contract.

Unless you provide us with alternative allocation instructions, all future allocations directed to a given Disappearing
Portfolio will be automatically allocated to the corresponding Surviving Portfolio. You may give us alternative
allocation instructions at any time by contacting our Customer Contact Center at 1-800-366-0066.

As of the relevant effective date noted above, any references in the prospectus to the Disappearing Portfolios as being
available under the contract are deleted and all references to them will be replaced by the corresponding Surviving
Portfolio.

III. Other Information 

ING Funds Distributor, LLC has changed its name to ING Investments Distributor, LLC. All references to ING
Funds Distributor, LLC in the current Prospectuses and Statements of Additional Information are hereby replaced
with ING Investments Distributor, LLC.

GSOPP-10  2  12/15/2010 

PART C - OTHER INFORMATION 

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements:
(a)(1)		Incorporated by reference in Part A:
		Condensed Financial Information
(2)		Incorporated by reference in Part B:
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
		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
		Condensed Financial Information (Accumulation Unit Values)
Exhibits:
(b)
(1)		Resolution of the board of directors of Depositor authorizing the establishment of the
		Registrant, incorporated herein by reference to Post-Effective Amendment No. 29 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 30,
		1999 (File Nos. 033-23351, 811-05626).
(2)		Not Applicable.
(3)	a.	Distribution Agreement between the Depositor and Directed Services, Inc., incorporated
		herein by reference to Post-Effective Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-
		05626).
	b.	Form of Dealers Agreement, incorporated herein by reference to Post-Effective
		Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).
	c.	Organizational Agreement, incorporated herein by reference to Post-Effective
		Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).

	d.	Addendum to Organizational Agreement, incorporated herein by reference to Post-
		Effective Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).
	e.	Expense Reimbursement Agreement, incorporated herein by reference to Post-Effective
		Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).
	f.	Form of Assignment Agreement for Organizational Agreement, incorporated herein by
		reference to Post-Effective Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-
		05626).
	g.	Amendment to the Distribution Agreement between ING USA and Directed Services
		Inc., incorporated herein by reference to Post-Effective Amendment No. 26 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 13,
		2004 (File Nos. 333-28755, 811-05626).
(4)	a.	Individual Deferred Combination Variable and Fixed Annuity Contract (GA-IA-1074),
		incorporated herein by reference to Post-Effective Amendment No. 7 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 October 2, 2000 (File Nos. 333-
		28679, 811-5626).
	b.	Group Deferred Combination Variable and Fixed Annuity Contract (GA-MA-1074),
		incorporated herein by reference to Post-Effective Amendment No. 7 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 October 2, 2000 (File Nos. 333-
		28679, 811-5626).
	c.	Individual Deferred Variable Annuity Contract (GA-IA-1075), incorporated herein by
		reference to Post-Effective Amendment No. 7 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 October 2, 2000 (File Nos. 333-28679, 811-
		05626).
	d.	Deferred Combination Variable and Fixed Annuity Certificate (GA-CA-1074),
		incorporated herein by reference to Post-Effective Amendment No. 7 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 October 2, 2000 (File Nos. 333-
		28679, 811-05626).
	e.	Individual Retirement Annuity Rider (GA-RA-1009) (12/02), 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 Nos. 033-23351, 811-
		05626).

f.	ROTH Individual Retirement Annuity Rider (GA-RA-1038) (12/02), 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 Nos. 033-23351, 811-
	05626).
g.	Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (01/05), incorporated herein
	by reference to Post-Effective Amendment No. 31 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 or about April 20, 2005 (File Nos. 333-
	28755, 811-05626).
h.	Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (08-06), incorporated herein
	by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).
i.	Minimum Guaranteed Withdrawal Benefit Rider (GA-RA-1048) (01/02), 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 Nos. 333-
	28679, 811-05626).
j.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING
	PrincipalGuard) (GA-RA-1046), 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 or about February 13, 2004 (File Nos. 333-28755, 811-05626).
k.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING LifePay) (IU-
	RA-3023), incorporated herein by reference to Post-Effective Amendment No. 32 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 August 5,
	2005 (File Nos. 333-28755, 811-05626).
l.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Joint LifePay)
	(IU-RA-3029), incorporated herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-
	05626).
m.	Excluded Funds Endorsement (Inforce Riders), incorporated herein by reference to Post-
	Effective Amendment No.12 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 23, 2001 (File Nos. 333-28769, 811-05626).
n.	Guaranteed Death Benefit Transfer Endorsement No. 1 (7% Solution Enhanced) (GA-
	RA-1044-1) (01/02), 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 Nos. 333-28679, 811-05626).

o.	Guaranteed Death Benefit Transfer Endorsement No. 2 (Ratchet Enhanced) (GA-RA-
	1044-2) (10/03), 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 Nos. 333-28679, 811-05626).
p.	Guaranteed Death Benefit Transfer Endorsement No. 3 (Standard) (GA-RA-1044-3)
	(01/02), 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 Nos. 333-28679, 811-05626).
q.	Guaranteed Death Benefit Transfer Endorsement No. 4 (Max 7 Enhanced) (GA-RA-
	1044-4) (10/03), 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 Nos. 333-28679, 811-05626).
r.	Guaranteed Death Benefit Transfer Endorsement No. 5 (Base Death Benefit),
	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 Nos. 333-28679, 811-05626).
s.	Guaranteed Death Benefit Transfer Endorsement No. 6 (Inforce Contracts) (GA-RA-
	1044-6) (01/02), 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 Nos. 333-28679, 811-05626).
t.	Earnings Enhancement Death Benefit Rider (GA-RA-1086), incorporated herein by
	reference to Post-Effective Amendment No. 10 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 24, 2001 (File Nos. 333-28679, 811-
	5626).
u.	Simple Retirement Account Rider (GA-RA-1026) (12/02), 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 Nos. 033-23351, 811-
	05626).
v.	403(b) Rider (GA-RA-1040), 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 Nos. 033-23351, 811-05626).
w.	Section 72 Rider (GA-RA-1001) (12/94), incorporated herein by reference to
	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 May 9, 2006
	(File Nos. 333-133944, 811-05626).

x.	Section 72 Rider (GA-RA-1002) (12/94), incorporated herein by reference to
	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 May 9, 2006
	(File Nos. 333-133944, 811-05626).
y.	Nursing Home Waiver for Group Certificates (GA-RA-1003) (12/94), incorporated
	herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).
z.	Nursing Home Waiver for Individual Certificates (GA-RA-1004) (12/94), incorporated
	herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).
aa.	Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING LifePay
	Plus)(IU-RA-3061), incorporated herein by reference to Post-Effective Amendment No.
	40 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
	July 25, 2007 (File Nos. 333-28679, 811-05626).
bb.	Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING Joint
	LifePay Plus) (IU-RA-3062), incorporated herein by reference to Post-Effective
	Amendment No. 40 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 July 25, 2007 (File Nos. 333-28679, 811-05626).
cc.	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING
	LifePay Plus) (IU-RA-3077),incorporated herein by reference to Post-Effective
	Amendment No. 43 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 7, 2008 (File Nos. 333-28755, 811-05626).
dd.	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING
	Joint LifePay Plus) (IU-RA-3078), incorporated herein by reference to Post-Effective
	Amendment No. 43 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 7, 2008 (File Nos. 333-28755, 811-05626).
ee.	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING
	LifePay Plus) (IU-RA-4010) (05-01-2009), incorporated herein by reference to Post
	Effective Amendment No. 50 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 30, 2009 (File Nos. 333-28679, 811-05626).
ff.	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING
	Joint LifePay Plus) (IU-RA-4011) (05-01-2009), incorporated herein by reference to Post
	Effective Amendment No. 50 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 30, 2009 (File Nos. 333-28679, 811-05626).

(5)	a.	Deferred Variable Annuity Application, incorporated herein by reference to Post-
		Effective Amendment No. 34 to a Registration Statement on Form N-4 for Variable
		Annuity Account C of ING Life Insurance and Annuity Company as filed with the
		Securities and Exchange Commission on October 26, 2005 (File Nos. 333-28755, 811-
		05626).
	b.	Group Deferred Combination Variable and Fixed Annuity Enrollment Form,
		incorporated herein by reference to Post-Effective Amendment No. 4 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 January 27, 2000 (File
		Nos. 333-28679, 811-05626).
	c.	Deferred Variable Annuity Application (137098) (08-21-2006), incorporated herein by
		reference to Post-Effective Amendment No. 37 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 August 21, 2006 (File Nos. 333-28679, 811-
		05626).
	d.	Deferred Variable Annuity Application (137098) (04-28-2008), incorporated herein by
		reference to Post-Effective Amendment No. 43 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 7, 2008 (File Nos. 333-28755, 811-
		05626).
	e.	Deferred Variable Annuity Application (137098) (10-6-2008), incorporated herein by
		reference to Post-Effective Amendment No. 41 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 September 10, 2008 (File Nos. 333-28769, 811-
		05626).
	f.	Deferred Variable Annuity Application (137098) (1/12/2009), incorporated herein by
		reference to Post-Effective Amendment No. 42 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 December 29, 2008 (File Nos. 333-28769, 811-
		05626).
	g.	Deferred Variable Annuity Application (151279) (05-01-2009), incorporated herein by
		reference to Post Effective Amendment No. 50 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 30, 2009 (File Nos. 333-28679, 811-
		05626).
(6)	a.	Amendment to Articles of Incorporation Providing for the Name Change of Golden
		American Life Insurance Company, dated (11/21/03), incorporated herein by reference to
		Post-Effective Amendment No. 1 to a Registration Statement on Form S-1 for ING USA
		Annuity and Life Insurance Company filed with the Securities and Exchange
		Commission on April 9, 2007 (File No. 333-133076).
	b.	Amendment to Articles of Incorporation Providing for the Change in Purpose and Powers
		of ING USA Annuity and Life Insurance Company, dated (03/04/04), incorporated
		herein by reference to Post-Effective Amendment No. 1 to a Registration Statement on
		Form S-1 for ING USA Annuity and Life Insurance Company filed with the Securities
		and Exchange Commission on April 9, 2007 (File No. 333-133076).

	c.	Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company,
		dated (12/15/04), incorporated herein by reference to Post-Effective Amendment No. 1 to
		a Registration Statement on Form S-1 for ING USA Annuity and Life Insurance
		Company filed with the Securities and Exchange Commission on April 9, 2007 (File No.
		333-133076).
	d.	Resolution of the board of directors for Power of Attorney, dated 04/23/99, incorporated
		herein by reference to Post-Effective Amendment No. 12 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 23, 1999 (File Nos. 033-59261, 811-
		05626).
	e.	Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI into
		GALIC and renamed ING USA Annuity and Life Insurance Company, dated 06/25/03,
		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 Nos. 333-28679, 811-05626).
(7)		Not Applicable.
(8)	a.	Service Agreement by and between Golden American Life Insurance Company and
		Directed Services, Inc., incorporated herein by reference to Post-Effective Amendment
		No. 28 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
		May 1, 1998 (File Nos. 033-23351, 811-05626).
	b.	Asset Management Agreement between Golden American Life Insurance Company and
		ING Investment Management LLC, incorporated herein by reference to Post-Effective
		Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).
	c.	Participation Agreement by and between AIM Variable Insurance Funds, Inc., Golden
		American Life Insurance Company and Directed Services, Inc., incorporated herein by
		reference to Post-Effective Amendment No. 32 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 26, 2002 (File Nos. 033-23351, 811-
		05626).
	d.	Amendment to Participation Agreement by and between AIM Variable Insurance Funds,
		Inc., Golden American Life Insurance Company and Directed Services, Inc.,
		incorporated herein by reference to Post-Effective amendment No. 8 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 December 2, 2005
		(File Nos. 333-33914, 811-05626).

e.	Participation Agreement between Golden American Life Insurance Company, American
	Funds Insurance Series and Capital Research and Management Company, incorporated
	herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on
	Form N-6 for ReliaStar Life Insurance Company Select * Life Variable Account filed
	with the Securities and Exchange Commission on July 17, 2003 (File Number 333-
	105319).
f.	Amendment No. 1 to the Business Agreement dated April 30, 2003, as amended on
	January 1, 2008 by and among ING USA Annuity and Life Insurance Company,
	ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York,
	Security Life of Denver Insurance Company, ING Life Insurance and Annuity Company,
	ING America Equities, Inc., ING Financial Advisers, LLC, Directed Services LLC,
	American Funds Distributors and Capital Research and Management Company,
	incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6
	Registration Statement of Security Life of Denver Insurance Company and its Security
	Life Separate Account L1, File No. 333-153337, as filed on November 14, 2008.
g.	Fourth Amended and Restated Fund Participation Agreement entered into as of the 28th
	day of April, 2008, as amended among ING USA Annuity and Life Insurance Company,
	ReliaStar Life Insurance Company of New York, ING Investors Trust, Directed Services,
	LLC, ING Funds Distributor, LLC, American Funds Insurance Series and Capital
	Research and Management Company, incorporated herein by reference to Post-Effective
	Amendment No. 14 to a Registration Statement on Form N-4 for ReliaStar Life Insurance
	Company of New York Separate Account NY-B filed with the Securities and Exchange
	Commission on December 29, 2008 (File Nos. 333-115515, 811-07935).
h.	Participation Agreement entered into as of the 15th day of September, 2008, as amended
	among ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance
	Company of New York, ING Investors Trust, Directed Services, LLC, ING Funds
	Distributor, LLC, American Funds Insurance Series and Capital Research and
	Management Company, incorporated herein by reference to Post-Effective Amendment
	No. 14 to a Registration Statement on Form N-4 for ReliaStar Life Insurance Company
	of New York Separate Account NY-B filed with the Securities and Exchange
	Commission on December 29, 2008 (File Nos. 333-115515, 811-07935).
i.	Participation Agreement by and between ING Investors Trust, Golden American Life
	Insurance Company and Directed Services, Inc., incorporated herein by reference to Post-
	Effective Amendment No. 6 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 21, 2005 (File Nos. 333-70600, 811-05626).
j.	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.

k.	Participation Agreement by and between ING Variable Insurance Trust, Golden
	American Life Insurance Company and ING Mutual Funds Management Co. LLC and
	ING Funds Distributor, Inc., incorporated herein by reference to Post-Effective
	amendment No. 32 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 26, 2002 (File Nos. 033-23351, 811-05626).
l.	Participation Agreement by and between Pilgrim Variable Products Trust, Golden
	American Life Insurance Company and Directed Services, Inc., incorporated herein by
	reference to Post-Effective amendment No. 32 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 26, 2002 (File Nos. 033-23351, 811-
	05626).
m.	Amendment to Participation Agreement by and between ING Variable Products Trust,
	Golden American Life Insurance Company, ING Investments, LLC and ING Funds
	Distributor, Inc., incorporated herein by reference to Post-Effective amendment No. 8 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
	December 2, 2005 (File Nos. 333-33914, 811-05626).
n.	Participation Agreement by and between ING Variable Portfolios, Inc., Golden American
	Life Insurance Company and Directed Services, Inc., incorporated herein by reference to
	Post-Effective Amendment No. 1 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 29, 2002 (File Nos. 333-70600, 811-05626).
o.	Participation Agreement by and between Portfolio Partners, Inc., Golden American Life
	Insurance Company and Directed Services, Inc. incorporated herein by reference to Post-
	Effective Amendment No. 1 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 29, 2002 (File Nos. 333-70600, 811-05626).
p.	Amendment to Participation Agreement by and between Portfolio Partners, Inc., Golden
	American Life Insurance Company and Directed Services, Inc., incorporated herein by
	reference to Post-Effective Amendment No. 1 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 29, 2002 (File Nos. 333-70600, 811-
	05626).
q.	Second Amendment to Participation Agreement by and between ING Partners, Inc.,
	Golden American Life Insurance Company, ING Life Insurance and Annuity Company
	and ING Financial Advisers, LLC, incorporated herein by reference to Post-Effective
	amendment No. 8 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 December 2, 2005 (File Nos. 333-33914, 811-05626).
r.	Participation Agreement by and between Fidelity Distributors Corporation, Golden
	American Life Insurance Company and Variable Insurance Products Funds, incorporated
	herein by reference to Post-Effective amendment No. 32 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 26, 2002 (File Nos. 033-23351, 811-
	05626).

s.	Participation Agreement among Variable Insurance Products Funds, Fidelity Distributors
	Corporation, ING Partners, Inc., ING Life Insurance and Annuity Company, ING USA
	Annuity and Life Insurance Company, ING Insurance Company of America, ReliaStar
	Life Insurance Company, ReliaStar Life Insurance Company of New York and Security
	Life of Denver Insurance Company dated November 11, 2004, incorporated herein by
	reference to Post-Effective Amendment No. 8 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 December 2, 2005 (File Nos. 333-33914, 811-
	05626).
t.	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.
u.	Letter Agreement dated May 16, 2007 and effective July 2, 2007 between ING USA
	Annuity and Life Insurance Company, Variable Insurance Products Fund, Variable
	Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance
	Products Fund V and Fidelity Distributors Corporation, incorporated by reference to
	Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 (File No.
	333-117260), as filed on October 23, 2007.
v.	Amended and Restated Participation Agreement as of December 30, 2005 by and among
	Franklin Templeton Variable Insurance Products Trust/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 herein by reference to Post Effective Amendment
	No. 17 of a Registration Statement on Form N-4 for ReliaStar Life Insurance Company
	Separate Account NY-B filed with the Securities and Exchange Commission on February
	1, 2007 (File Nos. 333-85618, 811-07935).
w.	Participation Agreement between Golden American Life Insurance Company, INVESCO
	Variable Investment Funds, Inc., INVESCO Funds Group, Inc. and INVESCO
	Distributors, Inc. incorporated herein by reference to Post-Effective amendment No. 1 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 29, 2002 (File Nos. 333-63692, 811-05626).
x.	Participation Agreement by and between PIMCO Variable Insurance Trust, Golden
	American Life Insurance Company and PIMCO Funds Distributors LLC, incorporated
	herein by reference to Pre-Effective Amendment No. 1 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 June 23, 2000 (File Nos. 333-33914, 811-
	05626).

y.	Amendment to Participation Agreement by and between PIMCO Variable Insurance
	Trust, Golden American Life Insurance Company and PIMCO Funds Distributors LLC,
	incorporated herein by reference to Post-Effective Amendment No. 8 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 December 2, 2005
	(File Nos. 333-33914, 811-05626).
z.	Participation Agreement by and between Pioneer Variable Contracts Trust, Golden
	American Life Insurance Company, Pioneer Investment Management, Inc. and Pioneer
	Funds Distributor, Inc., incorporated herein by reference to Post-Effective Amendment
	No. 32 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 26, 2002 (File Nos. 033-23351, 811-05626).
aa.	Participation Agreement by and between Liberty Variable Investment Trust, Golden
	American Life Insurance Company, incorporated herein by reference to Post-Effective
	Amendment No. 8 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 December 2, 2005 (File Nos. 333-33914, 811-05626).
bb.	Participation Agreement by and between PIMCO Variable Insurance Trust, Golden
	American Life Insurance Company, incorporated herein by reference to Post-Effective
	Amendment No. 1 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 June 24, 2000 (File Nos. 333-33914, 811-05626).
cc.	Amendment to Participation Agreement by and between PIMCO Variable Insurance
	Trust, Golden American Life Insurance Company, incorporated herein by reference to
	Post-Effective Amendment No. 8 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 December 2, 2005 (File Nos. 333-33914, 811-05626).
dd.	Participation Agreement by and between Pioneer Variable Contracts Trust, Golden
	American Life Insurance Company, incorporated herein by reference to Post-Effective
	Amendment No. 32 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 26, 2002 (File Nos. 033-23351, 811-05626).
ee.	Participation Agreement by and between ProFunds, Golden American Life Insurance
	Company and ProFunds Advisors LLC, incorporated herein by reference to Post-
	Effective Amendment No. 8 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 December 2, 2005 (File Nos. 333-33914, 811-05626).
ff.	Amendment to Participation Agreement by and between ProFunds, Golden American
	Life Insurance Company and ProFunds Advisors LLC, incorporated herein by reference
	to Post-Effective Amendment No. 8 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 December 2, 2005 (File Nos. 333-33914, 811-05626).

gg.	Participation Agreement by and between Prudential Series Fund, Inc., Golden American
	Life Insurance Company Prudential Insurance Company of America and Prudential
	Investment Management Services LLC, incorporated herein by reference to Pre-Effective
	Amendment No. 1 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 June 23, 2000 (File Nos. 333-33914, 811-05626).
hh.	Amendment to Participation Agreement by and between Prudential Series Fund, Inc.,
	Golden American Life Insurance Company, Prudential Insurance Company of America
	and Prudential Investment Management Services LLC, incorporated herein by reference
	to Post-Effective Amendment No. 9 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 December 15, 2000 (File Nos. 333-28679, 811-05626).
ii.	Amendment to Participation Agreement as of June 5, 2007 by and between 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 herein by reference to Pre-Effective
	Amendment No. 1 to a Registration Statement on Form N-4 for ReliaStar Life Insurance
	Company of New York Separate Account NY-B filed with the Securities and Exchange
	Commission on July 6, 2007 (File Nos. 333-139695, 811-07935).
jj.	Rule 22c-2 Agreement dated no later than April 16, 2007, and is effective as of October
	16, 2007, between BlackRock Distributors, Inc., on behalf of and as distributor for the
	BlackRock Funds and the Merrill Lynch family of funds and 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. 43 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 7, 2008 (File
	Nos. 333-28755, 811-05626).
kk.	Participation Agreement dated April 25, 2008, by and among BlackRock Variable Series
	Funds, Inc., BlackRock Distributors, Inc., ING USA Annuity and Life Insurance
	Company and ReliaStar Life Insurance Company of New York, incorporated herein by
	reference to Post-Effective Amendment No. 26 to the Form N-6 Registration Statement
	of ReliaStar Life Insurance Company and its Select*Life Separate Account, filed on
	April 7, 2009; file No. 33-57244.
ll.	Amendment No. 1, dated as of April 24, 2009, and effective as of May 1, 2009, to the
	Participation Agreement dated April 25, 2008, by and between BlackRock Variable
	Series Funds, Inc., BlackRock Investments, LLC and ING USA Annuity and Life
	Insurance Company and ReliaStar Life Insurance Company of New York, incorporated
	herein by reference to Post-Effective Amendment No. 27 to the Form N-6 Registration
	Statement of ReliaStar Life Insurance Company and its Select*Life Separate Account,
	filed on August 18, 2009; file No. 33-57244.

	mm.	Administrative Services Agreement dated April 25, 2008, by and among BlackRock
		Advisors, LLC and ING USA Annuity and Life Insurance Company and ReliaStar Life
		Insurance Company of New York, incorporated herein by reference to Post-Effective
		Amendment No. 26 to the Form N-6 Registration Statement of ReliaStar Life Insurance
		Company and its Select*Life Separate Account, filed on April 7, 2009; file No. 33-
		57244.
	nn.	Amendment No. 1, dated as of April 24, 2009, and effective as of May 1, 2009, to
		Administrative Services Agreement dated April 25, 2008, by and among BlackRock
		Variable Series Funds, Inc., BlackRock Investments, LLC and ING USA Annuity and
		Life Insurance Company and ReliaStar Life Insurance Company of New York,
		incorporated herein by reference to Post-Effective Amendment No. 27 to the Form N-6
		Registration Statement of ReliaStar Life Insurance Company and its Select*Life Separate
		Account, filed on August 18, 2009; file No. 33-57244.
	oo.	Participation Agreement among ING Investors Trust, Directed Services LLC, ING USA
		Annuity and Life Insurance Company, ReliaStar Life Insurance Company of New York,
		DFA Investment Dimensions Group Inc. and Dimensional Fund Advisors LP dated April
		29, 2010, attached.
	pp.	Amendment No. 1, dated as of September 20, 2010, to Participation Agreement among
		ING Investors Trust, Directed Services LLC, ING USA Annuity and Life Insurance
		Company, ReliaStar Life Insurance Company of New York, DFA Investment
		Dimensions Group Inc. and Dimensional Fund Advisors LP dated April 29, 2010,
		attached.
	qq.	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of October
		16, 2007 between AIM Investment Services, Inc., ING Life Insurance and Annuity
		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.
	rr.	Rule 22c-2 Agreement dated April 16, 2007 and is effective as of October 16, 2007
		among Columbia Management 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 Life Insurance Company and Systematized Benefits
		Administrators Inc., incorporated by reference to Post-Effective Amendment No. 3 to
		Registration Statement on Form N-4 (File No. 333-134760), as filed on July 27, 2007.
(9)		Opinion and Consent of Counsel, attached.
(10)		Consent of Independent Registered Public Accounting Firm, attached.
(11)		Not Applicable.
(12)		Not Applicable.
(13)		Powers of Attorney, attached.

ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name	Principal Business Address	Position(s) with Depositor
Michael S. Smith*	1475 Dunwoody Drive	President and Director
	West Chester, PA 19380
Thomas J. McInerney*	One Orange Way	Director and Chairman
	Windsor, CT 06095-4774
Donald W. Britton*	5780 Powers Ferry Road	Director
	Atlanta, GA 30327-4390
Robert G. Leary*	230 Park Avenue	Director
	New York, NY 10169
Lynne R. Ford*	230 Park Avenue	Director
	New York, NY 10169
Catherine H. Smith*	One Orange Way	Director and Senior Vice President
	Windsor, CT 06095-4774
Ewout L. Steenbergen*	230 Park Avenue	Chief Financial Officer, Director
	New York, NY 10169	and Executive Vice President
Steven T. Pierson*	5780 Powers Ferry Road	Senior Vice President and Chief
	Atlanta, GA 30327-4390	Accounting Officer
Boyd G. Combs	5780 Powers Ferry Road	Senior Vice President, Tax
	Atlanta, GA 30327-4390
Mark B. Kaye	1475 Dunwoody Drive	Senior Vice President
	West Chester, PA 19380
Timothy Matson	One Orange Way	Senior Vice President
	Windsor, CT 06095-4774
Daniel P. Mulheran, Sr.	20 Washington Avenue South	Senior Vice President
	Minneapolis, MN 55401
Prakash Shimpi	230 Park Avenue	Senior Vice President
	New York, NY 10169
David S. Pendergrass	5780 Powers Ferry Road	Senior Vice President and Treasurer
	Atlanta, GA 30327-4390
Patrick D. Lusk	1475 Dunwoody Drive	Vice President and Appointed
	West Chester, PA 19380	Actuary
Linda E. Senker	1475 Dunwoody Drive	Vice President and Chief
	West Chester, PA 19380	Compliance Officer
Joy M. Benner	20 Washington Avenue South	Secretary
	Minneapolis, MN 55401

*Principal delegated legal authority to execute this registration statement pursuant to Powers of Attorney,
Exhibit 13, attached.

ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
DEPOSITOR OR REGISTRANT

Incorporated herein by reference to Item 28 in Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-6 for Security Life Separate Account L1 of Security Life of Denver Insurance
Company (File No. 333-168047), as filed with the Securities and Exchange Commission on October 6,
2010.

ITEM 27: NUMBER OF CONTRACT OWNERS

As of October 29, 2010 there are 97,241 qualified contract owners and 48,138 non-qualified contract
owners.

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.

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 Iowa, 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, directors and officers, 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) In addition to the Registrant, Directed Services LLC serves as principal underwriter for all contracts
issued by ING USA Annuity and Life Insurance Company through its Separate Accounts A, B and EQ
and Alger Separate Account A and ReliaStar Life Insurance Company of New York through its Separate
Account NY-B. Also, Directed Services LLC serves as investment advisor to ING Investors Trust and
ING Partners, Inc.

(b) The following information is furnished with respect to the principal officers and directors of Directed
Services LLC, the Registrant’s Distributor.

Name	Principal Business Address	Positions and Offices with Underwriter
Ann H. Hughes	1475 Dunwoody Drive, Floor 2B	President and Director
	West Chester, PA 19380-1478
Shaun P. Mathews	10 State House Square	Executive Vice President
	Hartford, CT 06103
William L. Lowe	One Orange Way	Director
	Windsor, CT 06095
Richard E. Gelfand	1475 Dunwoody Drive	Chief Financial Officer
	West Chester, PA 19380-1478
Kimberly A. Anderson	7337 E Doubletree Ranch Road,	Senior Vice President
	Scottsdale, AZ 85258
Michael J. Roland	7337 E Doubletree Ranch Road,	Senior Vice President
	Scottsdale, AZ 85258
Stanley D. Vyner	230 Park Avenue, 13th Floor	Senior Vice President
	New York, NY 10169
William D. Wilcox	One Orange Way	Chief Compliance Officer
	Windsor, CT 06095
Joseph M. O’Donnell	7337 E Doubletree Ranch Road	Investment Advisor Chief Compliance
	Scottsdale, AZ 85258	Officer and Senior Vice President
Julius A. Drelick, III	7337 E Doubletree Ranch Road	Vice President
	Scottsdale, AZ 85258
William A. Evans	10 State House Square	Vice President
	Hartford, CT 06103
Heather H. Hackett	230 Park Avenue, 13th Floor	Vice President
	New York, NY 10169
Jody Hrazanek	230 Park Avenue, 13th Floor	Vice President
	New York, NY 10169
Todd R. Modic	7337 E Doubletree Ranch Road	Vice President
	Scottsdale, AZ 85258
Jason R. Rausch	230 Park Avenue, 13th Floor	Vice President
	New York, NY 10169
Paul L. Zemsky	230 Park Avenue, 13th Floor	Vice President
	New York, NY 10169

Name	Principal Business Address		Positions and Offices with Underwriter
David S. Pendergrass	7337 E Doubletree Ranch Road		Vice President and Treasurer
	Scottsdale, AZ 85258
Spencer T. Shell	5780 Powers Ferry Road		Vice President and Assistant Treasurer
	Atlanta, GA 30327-4390
Joy M. Benner	20 Washington Avenue South		Secretary
	Minneapolis, MN 55401
Randall K. Price	20 Washington Avenue South		Assistant Secretary
	Minneapolis, MN 55401
Susan M. Vega	20 Washington Avenue South		Assistant Secretary
	Minneapolis, MN 55401
G. Stephen Wastek	7337 E Doubletree Ranch Road		Assistant Secretary
	Scottsdale, AZ 85258
Bruce Kuennen	1475 Dunwoody Drive		Attorney-in-Fact
	West Chester, PA 19380-1478
(c)
	2008 Net
	Underwriting
Name of Principal	Discounts and	Compensation		Brokerage
Underwriter	Commission	on Redemption		Commissions	Compensation
Directed Services LLC	$267,979,532	$0		$0	$0

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, PA 19380 and at 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390.

ITEM 31: MANAGEMENT SERVICES

None.

ITEM 32: UNDERTAKINGS

(a) Registrant hereby undertakes 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 so long as payments under the variable annuity contracts may be
accepted;

(b) Registrant hereby undertakes 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) Registrant hereby undertakes to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form promptly upon written or oral request.

                                                             REPRESENTATIONS

1. The account meets the definition of a “separate account” under federal securities laws.

2. ING USA Annuity and Life Insurance Company hereby represents 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,
ING USA Annuity and Life Insurance Company, Separate Account B, certifies that it meets all the
requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities
Act of 1933 and has duly caused this Post-Effective Amendment to the Registration Statement to be
signed on its behalf by the undersigned, duly authorized, in the City of West Chester, Commonwealth
of Pennsylvania, on the 15^th day of December, 2010.

	SEPARATE ACCOUNT B
	(Registrant)
By:	ING USA ANNUITY AND LIFE INSURANCE COMPANY
	(Depositor)
By:	______________
	Michael S. Smith*
	President and Director (principal executive officer)
By:	/s/ Nicholas Morinigo
	As Nicholas Morinigo
	Attorney-in-Fact

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 indicated on December 15, 2010.

Signatures	Titles
	President and Director
Michael S. Smith*	(principal executive officer)
	Director and Chairman
Thomas J. McInerney*
	Senior Vice President and Chief Accounting Officer
Steven T. Pierson*
	Director, Executive Vice President and Chief Financial Officer
Ewout L. Steenbergen*
	Director and Senior Vice President
Catherine H. Smith*
	Director
Robert G. Leary*
	Director
Donald W. Britton*
	Director
Lynne R.Ford*

By:	/s/ Nicholas Morinigo
	Nicholas Morinigo as
	Attorney-in-Fact

*Executed by Nicholas Morinigo on behalf of those indicated pursuant to Powers of Attorney.

	EXHIBIT INDEX
ITEM	EXHIBIT	TYPE #
24(b)(8)(oo)	Participation Agreement among ING Investors Trust, Directed	EX-99.B8OO
	Services LLC, ING USA Annuity and Life Insurance Company,
	ReliaStar Life Insurance Company of New York, DFA
	Investment Dimensions Group Inc. and Dimensional Fund
	Advisors LP.
24(b)(8)(pp)	Amendment No. 1 to Participation Agreement among ING	EX-99.B8PP
	Investors Trust, Directed Services LLC, ING USA Annuity and
	Life Insurance Company, ReliaStar Life Insurance Company of
	New York, DFA Investment Dimensions Group Inc. and
	Dimensional Fund Advisors LP.
24(b)(9)	Opinion and Consent of Counsel	EX-99.B9
24(b)(10)	Consent of Independent Registered Public Accounting Firm	EX-99.B10
24(b)(13)	Powers of Attorney	EX-99.B13

EX-99.B8OO

PARTICIPATION AGREEMENT

     This Participation Agreement (“Agreement”) is made as of April 29, 2010 by and among ING INVESTORS TRUST (the “ING Trust”), a Massachusetts business trust, on behalf of each of the series identified on Schedule A (each, a “Fund of Funds,” and collectively, the “Funds of Funds”); DIRECTED SERVICES LLC, the investment manager to the Funds of Funds (the “Fund of Funds Adviser”); ING USA ANNUITY AND LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Delaware, and RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK, a life insurance company organized under the laws of the State of New York (individually and together, the “Insurance Company”), each on behalf of itself and certain of its separate accounts (each an “Account”), as listed on Schedule C to this Agreement, as such Schedule may be amended from time to time by mutual agreement in writing; DFA INVESTMENT DIMENSIONS GROUP INC. (the “Underlying Management Company”), on behalf of its respective series named on Schedule B hereto (each such series an “Underlying Fund,” and collectively, the “Underlying Funds”); and DIMENSIONAL FUND ADVISORS LP (“Dimensional”), the investment adviser and/or administrator to the Underlying Funds, and the subadviser to the Funds of Funds.

     WHEREAS, the ING Trust is an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and each Fund of Funds is a series of the ING Trust; and

     WHEREAS, the Underlying Management Company is an investment company registered under the 1940 Act, and each Underlying Fund is a series of the Underlying Management Company; and

     WHEREAS, the Insurance Company has issued or proposes to issue, now and in the future, certain multi-manager variable annuity contracts (the “Contracts”), as set forth on Schedule D to this Agreement, as such Schedule may be amended from time to time by mutual agreement in writing; and

     WHEREAS, the Insurance Company has established one or more Accounts, as set forth on Schedule C to this Agreement, under applicable state insurance law, for purposes of funding the Contracts, and has registered or will register each Account with the United States Securities and Exchange Commission (the “SEC” or the “Commission”) as a unit investment trust under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act (unless the Account is exempt from registration); and

     WHEREAS, the Contracts, are or will be registered by the Insurance Company with the SEC for offer and sale (unless the Contract is exempt from registration); and

     WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Insurance Company intends to purchase shares in one or more Fund of Funds, on behalf of the Accounts, to fund the Contracts, and such Funds of Funds will in turn invest in shares of

1

Underlying Funds (the “Shares”) and the Underlying Funds are authorized to sell such Shares to the Funds of Funds at net asset value; and

     WHEREAS, the ING Trust has received a “Mixed and Shared Funding Order” (the “ING Mixed and Shared Funding Order”) from the Commission, granting relief from certain provisions of the 1940 Act and the rules thereunder to the extent necessary to permit shares of the Funds of Funds to be sold to variable annuity and life insurance separate accounts of unaffiliated insurance companies; and

     WHEREAS, the Underlying Management Company has received a “Mixed and Shared Funding Order” (the “DFA Mixed and Shared Funding Order”) from the Commission, granting relief from certain provisions of the 1940 Act and the rules thereunder to the extent necessary to permit Shares of certain Underlying Funds to be sold to variable annuity and life insurance separate accounts of unaffiliated insurance companies; and

     WHEREAS, Sections 12(d)(1)(A) and (B) of the 1940 Act limit the ability of an investment company to invest in shares of another investment company, and therefore limit the ability of a Fund of Funds to invest in shares of an Underlying Fund, as well as the ability of an Underlying Fund to sell its shares to the Fund of Funds, and Section 17(a) of the 1940 Act generally prohibits sales and purchases of a security between an investment company and an “affiliated person” of an investment company, as that term is defined in Section 2(a)(3) of the 1940 Act, which would include any person who owns, controls, or holds with power to vote 5 percent or more of the outstanding voting securities of the investment company; and

     WHEREAS, the ING Trust, the Fund of Funds Adviser, and certain of their affiliates obtained an order from the SEC, dated November 8, 2005 (as may be amended from time to time), that, in part, in accordance with the conditions of the order as set forth in the related Commission Notice of Application for such order (such order and related Notice of Application, as may be amended from time to time, being collectively referred to herein as the “ING Order”), permits a Fund of Funds to acquire shares of other registered open-end management investment companies or unit investment trusts that are outside the “same group of investment companies,” as that term is defined in the 1940 Act; and

     WHEREAS, for purposes of the ING Order, the Underlying Management Company is an unaffiliated investment company, and each Underlying Fund is an Unaffiliated Underlying Fund (as defined in the ING Order); and

     WHEREAS, in reliance on the ING Order, the Funds of Funds may acquire Shares in excess of the limits imposed by Section 12(d)(1)(A); and

     WHEREAS, pursuant to condition 10 set forth in the ING Order, the ING Trust must enter into a written agreement with the Underlying Management Company, on behalf of an Underlying Fund, prior to a Fund of Funds acquiring Shares in the Underlying Fund in excess of the limit imposed by Section 12(d)(1)(A)(i) of the 1940 Act, and this Agreement is intended to meet the requirements of condition 10;

     NOW, THEREFORE, the ING Trust, on behalf of each Fund of Funds, the Fund of Funds Adviser, the Insurance Company, on behalf of each Account, Dimensional, and the

2

Underlying Management Company, on behalf of the Underlying Funds, hereby agree as follows:

I. TERMS USED IN THE AGREEMENT

1.1 Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the ING Order.

II. REPRESENTATIONS AND OBLIGATIONS OF THE ING TRUST AND THE
FUND OF FUNDS ADVISER

2.1 The ING Trust, or the Fund of Funds Adviser on behalf of the ING Trust, has
delivered to the Underlying Management Company and Dimensional a copy of the ING Order
as currently in effect, a copy of which is attached to this Agreement as Exhibit 1.
The ING Trust promptly shall deliver to the Underlying Management Company and
Dimensional a copy of any notice of any application filed with the Commission by the
ING Trust or any of its affiliates to amend, or if granted, would have the effect of amending,
the ING Order, as well as any order issued by the Commission pursuant to such notice.

2.2 Except as otherwise permitted by law, the ING Trust shall not invest in any
Underlying Fund in excess of the limit in Section 12(d)(1)(A)(i) unless the ING Trust and its
affiliates that are parties to the ING Order comply with all terms and conditions of the
ING Order applicable to them. Such terms and conditions are set out in a copy of the
ING Order attached at Exhibit 1 to this Agreement, and summarized in Exhibit 2, as such
exhibits may be amended from time to time to reflect any amendments to the ING Order.

2.3 At the time of a Fund of Funds’ investment in Shares of an Underlying Fund in
excess of the limit in Section 12(d)(1)(A)(i), the Fund of Funds Adviser will notify the
Underlying Fund of the investment. At such time, the Fund of Funds Adviser also will
transmit to the Underlying Fund and Dimensional a list (the “List”) of the names of each Fund
of Funds Affiliate and Underwriting Affiliate and any Affiliated Underwriting. The Fund of
Funds Adviser acknowledges that the identities of the Fund of Funds Affiliates, Underwriting
Affiliates, and Affiliated Underwritings (as defined in the ING Order) constitute information
not otherwise available to the Underlying Fund, and are necessary for the Underlying Fund to
comply with the ING Order. The Fund of Funds Adviser will notify the Underlying Fund and
Dimensional of any changes to the List as soon as reasonably practicable after a change
occurs.

2.4 No Fund of Funds will acquire Shares in excess of the limit of
Section 12(d)(1)(A)(i) of the 1940 Act unless and until the ING Trust, on behalf of such Fund
of Funds, and the Underlying Management Company, on behalf of the Underlying Fund, have
executed this Agreement and complied with the terms and conditions hereof.
Notwithstanding any other provision of this Agreement or term or condition of the ING Order,
no Underlying Fund shall be obligated to sell any Shares to the Underlying Funds.

2.5 The ING Trust, on behalf of each Fund of Funds, represents and warrants to
the Underlying Funds and Dimensional that the members of the ING Trust’s Board of
Trustees understand the terms and conditions of the ING Order, and agree to fulfill their

3

responsibilities under the ING Order. The ING Trust understands that this Agreement is
entered into in furtherance of, and pursuant to, the ING Order, and agrees that this Agreement
shall be interpreted consistently therewith.

2.6 The Fund of Funds Adviser represents and warrants to the Underlying Funds
and Dimensional that it has read the ING Order and agrees to the terms and conditions
thereof. The Fund of Funds Adviser further agrees that it will use its best efforts to (a) cause
each Fund of Funds to abide by the terms and conditions of the ING Order and this
Agreement, and (b) fulfill its responsibilities under the ING Order.

2.7 The Fund of Funds Adviser represents and warrants to the Underlying Funds
and Dimensional that it is registered under the Investment Advisers Act of 1940, as amended
(the “Advisers Act”).

2.8 The ING Trust represents and warrants to the Underlying Funds and
Dimensional that if a Fund of Funds purchases Shares from an Underlying Fund, the Fund of
Funds will do so only in compliance with the Fund of Funds’ investment restrictions and only
if so doing is consistent with the investment policies set forth in the Fund of Funds’
registration statement under the 1933 Act.

2.9 The ING Trust, on behalf of each Fund of Funds, represents and warrants to
the Underlying Management Company and Dimensional that each Fund of Funds operates,
and will continue to operate, in compliance with the applicable provisions of the 1940 Act,
and the Commission’s rules and regulations thereunder, and any other applicable federal or
state securities laws. The ING Trust and the Fund of Funds Adviser agree that the Underlying
Funds and Dimensional are entitled to rely on the representations contained in this
Agreement.

2.10 This Agreement has been duly authorized, executed, and delivered by the Fund
of Funds Adviser, and is a valid and legally binding contract enforceable in accordance with
its terms. No consent, approval, authorization, or order of any court or governmental
authority is required for the consummation by the Fund of Funds Adviser of the transactions
contemplated by this Agreement. The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated by this Agreement will not, violate the
Fund of Funds Adviser’s organizational documents or Bylaws, or any resolution, agreement,
or arrangement to which the Fund of Funds Adviser is a party or by which the Fund of Funds
Adviser is bound.

2.11 The ING Trust and the Fund of Funds Adviser each represents to the other
parties to this Agreement that it is not a party to or subject to the provisions of any order,
decree, or judgment of any court or governmental body that materially and adversely affects
its or their business or its or their ability to consummate the transactions herein contemplated.

2.12 The ING Trust and the Fund of Funds Adviser each represents and warrants to
the other parties to this Agreement that all of their respective directors/trustees, officers,
employees, investment advisers, and other individuals/entities dealing with the cash and/or
securities of the Funds of Funds are, and shall continue to be, at all times covered by a blanket

4

fidelity bond or similar coverage in an amount not less than the amount required by the
applicable rules of The Financial Industry Regulatory Authority (“FINRA”) and the federal
securities laws, including the 1940 Act, as applicable. The aforesaid bond shall include
coverage for larceny and embezzlement and shall be issued by a reputable bonding company.
The ING Trust and the Fund of Funds Adviser agree to make all reasonable efforts to assure
that such bond, or another bond containing these provisions, is continuously in effect, and
each agrees to notify promptly the other parties to this Agreement in the event that such
coverage no longer applies.

2.13 The ING Trust, on behalf of each Fund of Funds agrees that each shall preserve
a copy of this Agreement, together with copies of the ING Order and the List, for a period of
not less than six years from the end of the fiscal year in which the most recent investment by
the Fund of Funds in the Underlying Fund in reliance on the ING Order occurred. For the
first two years of such six-year period, the foregoing documents shall be maintained by the
ING Trust in an easily accessible place.

2.14 For the avoidance of doubt, the parties understand and agree that the
“administrative fee” payable by certain Underlying Funds for ongoing administrative services,
pursuant to certain administration agreements existing at the time of this Agreement, is not
compensation in connection with the investment by the Fund of Funds in an Underlying Fund.

III. REPRESENTATIONS AND OBLIGATIONS OF THE UNDERLYING
MANAGENT COMPANY AND DIMENSIONAL

3.1 The Underlying Management Company and Dimensional each acknowledges
that it has received a copy of the ING Order.

3.2 The Underlying Management Company represents that the Board of Directors
of the Underlying Management Company, including a majority of the Directors of the
Underlying Management Company who are not “interested persons” of an Underlying Fund,
as such term is defined under the 1940 Act (the “Disinterested Directors”), will adopt
procedures reasonably designed to assure compliance with the terms and conditions of the
ING Order applicable to the Underlying Management Company, the Underlying Funds and
the Board. Such terms and conditions are set out in a copy of the ING Order attached at
Exhibit 1 to this Agreement, and summarized in Exhibit 2, as such exhibits may be amended
from time to time to reflect any amendments to the ING Order.

3.3 The Underlying Management Company will notify the ING Trust and the Fund
of Funds Adviser if the Underlying Management Company and/or Dimensional applies for or
obtains, on behalf of one or more Underlying Funds, an order from the Commission under
Section 12(d)(1)(J) of the 1940 Act for an exemption from Sections 12(d)(1)(A) and (B) of the
1940 Act.

3.4 The Underlying Management Company, on behalf of the Underlying Funds,
represents and warrants to the ING Trust and the Fund of Funds Adviser that the members of
the Underlying Management Company’s Board of Directors understand the terms and
conditions of the ING Order, and agree to abide by the applicable terms and conditions of the

5

ING Order and fulfill their responsibilities under the ING Order. The Underlying
Management Company understands that this Agreement is entered into in furtherance of, and
pursuant to, the ING Order, and agrees that this Agreement shall be interpreted consistently
therewith.

3.5 Dimensional represents and warrants to the ING Trust and the Fund of Funds
Adviser that it has read the ING Order and agrees to abide by the applicable terms and
conditions thereof. Dimensional further agrees that it will use its best efforts to cause each
Underlying Fund to abide by the applicable terms and conditions of the ING Order and this
Agreement and fulfill its responsibilities under the ING Order.

3.6 Dimensional represents and warrants to the Insurance Company, the ING Trust
and the Fund of Funds Adviser that it is registered under the Advisers Act.

3.7 The Underlying Management Company, on behalf of the Underlying Funds,
represents and warrants to the ING Trust and the Fund of Funds Adviser that each Underlying
Fund operates, and will continue to operate, in compliance with the applicable provisions of
the 1940 Act, and the Commission’s rules and regulations thereunder, and any other
applicable federal or state securities laws. The Underlying Management Company and
Dimensional agree that the ING Trust, on behalf of the Funds of Funds, and the Fund of
Funds Adviser are entitled to rely on the representations contained in this Agreement.

3.8 This Agreement has been duly authorized, executed, and delivered by
Dimensional and the Underlying Management Company, and is a valid and legally binding
contract enforceable in accordance with its terms. No consent, approval, authorization, or
order of any court or governmental authority is required for the consummation by
Dimensional and the Underlying Management Company of the transactions contemplated by
this Agreement. The execution and delivery of this Agreement did not, and the
consummation of the transactions contemplated by this Agreement will not, violate either
Dimensional’s or the Underlying Management Company’s organizational documents or
Bylaws, or any resolution, agreement, or arrangement to which Dimensional or the
Underlying Management Company is a party or by which the Dimensional or the Underlying
Management Company is bound.

3.9 The Underlying Funds are duly authorized to sell Shares of the Underlying
Funds to the Funds of Funds as contemplated by the terms of this Agreement.

3.10 Dimensional and the Underlying Management Company each represents to the
other parties to this Agreement that it is not a party to or subject to the provisions of any
order, decree, or judgment of any court or governmental body that materially and adversely
affects its or their business or its or their ability to consummate the transactions herein
contemplated.

3.11 The Underlying Funds and Dimensional represent and warrant that the
Underlying Funds are or will be registered under the 1933 Act and 1940 Act, or are exempt
from registration. The Underlying Funds and Dimensional represent and warrant that shares
of the Underlying Funds will be issued and sold to the Funds of Funds in compliance, in all

6

material respects, with all applicable laws. The Underlying Funds and Dimensional represent
and warrant that the Underlying Funds, which have elected, or intend to elect, to be taxed as a
“regulated investment company” within the meaning of Section 851(a) of the 1986 Internal
Revenue Code, as amended (the “Code”), will be managed in accordance with Subchapter M
of the Code (or any successor provision), and (b) the Underlying Funds, which are designed to
serve as a funding vehicle for any insurance company separate accounts, will be managed in a
manner to meet the diversification requirements specified in Section 817(h) of the Code (or
any successor provision). For purposes of this Agreement, the following phrase or words to
similar effect, “designed to serve as a funding vehicle for any insurance company separate
accounts,” means the Shares of an Underlying Fund are designed to be sold, directly or
indirectly, only to life insurance company separate accounts, or to other types of investors
eligible to purchase such an insurance-dedicated fund under Section 817(h) of the Code,
including insurance-dedicated feeder funds or similar arrangements.

3.12 Dimensional and the Underlying Management Company represent and warrant
that the Underlying Management Company and each of the Underlying Funds are duly
organized and in good standing under applicable law; and that the Underlying Management
Company is legally and validly established, prior to any issuance or sale thereof of any of its
Shares, as an open-end investment company under all applicable laws; and that it has and will
maintain the capacity to issue all shares that may be sold; and that the Underlying
Management Company is in good standing to sell the shares in all jurisdictions where it does
business.

3.13 Dimensional and the Underlying Management Company each represents and
warrants to the other parties to this Agreement that all of its respective directors/trustees,
officers, employees, investment advisers, and other individuals/entities dealing with the cash
and/or securities of the Funds of Funds are, and shall continue to be, at all times covered by a
blanket fidelity bond or similar coverage in an amount not less than the amount required by
the applicable rules of FINRA and the federal securities laws, including the 1940 Act, as
applicable. The aforesaid bond shall include coverage for larceny and embezzlement and
shall be issued by a reputable bonding company. Dimensional and the Underlying
Management Company agree to make all reasonable efforts to assure that such bond, or
another bond containing these provisions, is continuously in effect, and each agrees to notify
promptly the other parties to this Agreement in the event that such coverage no longer applies.

3.14 The Underlying Management Company, on behalf of the Underlying Funds,
agrees that each shall preserve a copy of this Agreement, together with copies of the ING
Order and the List, for a period of not less than six years from the end of the fiscal year in
which the most recent investment by the Fund of Funds in the Underlying Fund in reliance on
the ING Order occurred. For the first two years of such six-year period, the foregoing
documents shall be maintained by the Underlying Management Company in an easily
accessible place.

IV. REPRESENTATIONS AND OBLIGATIONS OF THE INSURANCE
COMPANY

7

4.1 The Insurance Company represents and warrants that it has or will have
registered each Account as a unit investment trust, in accordance with the provisions of the
1940 Act, or each such Account is, and will continue to be, exempt from registration under
Section 3(c) of the 1940 Act, to serve as a segregated investment account for the Contracts.

4.2 The Insurance Company represents that the Contracts currently are treated as
variable life insurance or variable annuity contracts under the Code, and that Insurance
Company will (a) maintain such treatment, and (b) notify the ING Trust, the Fund of Funds
Adviser, Dimensional and the Underlying Management Company promptly upon having a
reasonable basis for believing that the Contracts have ceased to be so treated or that the
Contracts might not be so treated in the future.

4.3 The Insurance Company represents and warrants that it is an insurance
company, within the meaning of Section 816(a) of the Code, duly organized and in good
standing under applicable law; and that it has legally and validly established the Accounts
prior to any issuance or sale thereof as a segregated asset account under all applicable laws;
and that it has and will maintain the capacity to issue all Contracts that may be sold; and that
the Insurance Company is properly licensed, qualified, and in good standing to sell the
Contracts in all jurisdictions where the Insurance Company does business.

4.4 The Accounts are duly authorized to acquire shares of the Funds of Funds as
contemplated by the terms of this Agreement.

4.5 The Insurance Company represents to the other parties to this Agreement that it
is not a party to or subject to the provisions of any order, decree, or judgment of any court or
governmental body that materially and adversely affects its or their business or its or their
ability to consummate the transactions herein contemplated.

4.6 The Insurance Company represents and warrants that the Contracts are or will
be registered under the 1933 Act or exempt from registration. The Insurance Company
represents and warrants that the Contracts will be issued and sold in compliance, in all
material respects, with all applicable laws.

4.7 Subject to and as required by applicable law, including the administrative
requirements of regulatory authorities the Insurance Company reserves the right to modify
any Contract in any respect whatsoever. The Insurance Company reserves the right, in its sole
discretion, to suspend the sale of any Contract, in whole or in part, or to accept or reject any
application for the sale of any Contract. The Insurance Company agrees to notify the other
parties to this Agreement in the event that the Insurance Company suspends sales of any
Contract.

4.8 The Insurance Company represents and warrants to the other parties to this
Agreement that all of their respective directors/trustees, officers, employees, investment
advisers, and other individuals/entities dealing with the cash and/or securities of the Insurance
Company are, and shall continue to be, at all times covered by a blanket fidelity bond or
similar coverage in an amount not less than the amount required by the applicable rules of
FINRA and the federal securities laws, including the 1940 Act, as applicable. The aforesaid

8

bond shall include coverage for larceny and embezzlement and shall be issued by a reputable
bonding company. The Insurance Company agrees to make all reasonable efforts to assure
that such bond, or another bond containing these provisions, is continuously in effect, and
each agrees to notify promptly the other parties to this Agreement in the event that such
coverage no longer applies.

V. PURCHASE AND REDEMPTION OF FUND SHARES

5.1 The ING Trust agrees to purchase and redeem the shares of the Underlying
Funds named in Schedule B offered by the then current prospectus and statement of
additional information of the Underlying Management Company in accordance with the
provisions of such prospectus and statement of additional information.

5.2 The parties represent and warrant to each other and agree to limit, and not
facilitate, a Contract holder’s participation in the Funds of Funds’ investment process such
that: (1) there is not, and there will not be, any arrangement, plan, contract, or agreement
between Dimensional and a Contract holder regarding the availability of an Underlying Fund
to the Funds of Funds or the specific assets to be held by the Funds of Funds; (2) other than a
Contract holder’s ability to allocate Contract premiums and transfer amounts in the Account
to and from the Account corresponding to the Funds of Funds, all investment decisions
concerning the Funds of Funds will be made by the Fund of Funds Adviser or Dimensional
and all investment decisions concerning the Underlying Funds will be made by Dimensional
and the Underlying Management Company’s Board in their sole and absolute discretion, and a
Contract holder cannot, and will not be able to, (A) direct the Funds of Funds’ investment in
any particular asset or recommend a particular investment or investment strategy, or (B)
communicate directly or indirectly with Dimensional concerning the selection, quality, or rate
of return on any specific investment or group of investments held by the Underlying Fund; (3)
the percentage of the Funds of Fund’s assets invested in a particular Underlying Fund will not
be fixed in advance of any Contract holder’s investment and will be subject to change by the
Fund of Funds Adviser, Dimensional, in its capacity as subadviser to the Funds of Funds, or
any other subadviser to the Funds of Funds at any time without notice; (4) there is not, and
will not be, any agreement or plan between Dimensional or another subadviser to the Funds of
Funds and a Contract holder regarding a particular investment of the Underlying Fund; (5) a
Contract holder does not have, and will not have, any current knowledge of the Funds of
Funds’ specific assets other than as may be required to be presented in periodic reports to the
Funds of Funds’ shareholders; (6) a Contract holder does not have, and will not have, any
legal, equitable, direct, or indirect ownership interest in any of the assets of the Underlying
Fund; and (7) a Contract holder only has, and only will have, a contractual claim against the
Insurance Company offering the Contract to receive cash from the Insurance Company under
the terms of the Contract.

VI. POTENTIAL CONFLICTS

6.1 Shares of the ING Trust may be offered to separate accounts of various
insurance companies in addition to the Insurance Company and otherwise in accordance with

9

the ING Mixed and Shared Funding Order. The Underlying Management Company
acknowledges that the ING Trust is subject to the requirements set forth in the ING Mixed
and Shared Funding Order and agrees to take all steps reasonably necessary to assist the ING
Trust in complying with the ING Mixed and Shared Funding Order. The Underlying
Management Company will assist the ING Trust and the Trustees of the ING Trust in carrying
out their responsibilities under any applicable provisions of the federal securities laws and/or
the ING Mixed and Shared Funding Order, by providing the ING Trust and the Trustees with
all information reasonably necessary for the ING Trust and the Trustees to consider any issues
raised.

6.2 To the extent required by applicable provisions of the federal securities laws
and/or any exemptive orders granted by the SEC to the Underlying Management Company,
including the DFA Mixed and Shared Funding Order, the Directors of the Underlying
Management Company will monitor the Underlying Funds that are subject to the DFA Mixed
and Shared Funding Order for the existence of any material irreconcilable conflict between
the interests of the Contract holders of all Accounts investing in the Underlying Funds. A
material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by
any state insurance regulatory authority; (b) a change in applicable insurance (including
federal, state, or other jurisdiction), tax, or securities laws or regulations, a public ruling,
private letter ruling, no-action or interpretive letter, or any similar action by insurance, tax, or
securities regulatory authorities; (c) an administrative or judicial decision in any relevant
proceeding; (d) the manner in which the investments of any Underlying Fund is being
managed; (e) a difference in voting instructions given by variable annuity contract and
variable life insurance contract holders; or (f) a decision by the Insurance Company to
disregard the voting instructions of Contract holders. The Underlying Management
Company’s Board shall promptly inform the ING Trust if the Board determines that a material
irreconcilable conflict exists and the implications thereof.

6.3 The Insurance Company will report any potential or existing conflicts in the
Underlying Management Company of which the Insurance Company is aware to the Directors
of the Underlying Management Company and, on an annual basis, shall provide the
Underlying Management Company with written notification, on the Underlying Management
Company’s form, that the Insurance Company is not aware of any conflict, if such is the case.
The Insurance Company will assist the Directors of the Underlying Management Company in
carrying out their responsibilities under any applicable provisions of the federal securities
laws and/or the DFA Mixed and Shared Funding Order, by providing the Underlying
Management Company Directors with all information reasonably necessary for the Directors
to consider any issues raised.

6.4 The Insurance Company, at least annually, will submit to the Directors of the
Underlying Management Company such reports, materials, or data as such Directors
reasonably may request so that the Directors may fully carry out the obligations imposed upon
the Directors by the conditions contained in the DFA Mixed and Shared Funding Order. The
Insurance Company shall submit such reports, materials, and data more frequently if deemed
appropriate by the Directors. This includes, but is not limited to, an obligation on the part of
the Insurance Company to inform the Directors whenever Contract holder voting instructions
are disregarded. The Insurance Company acknowledges that: (i) the Insurance Company’s

10

disregard of voting instructions may conflict with the majority of Contract holders’ voting
instructions, and (ii) the Insurance Company’s action could preclude a majority vote
approving a proposed change or could represent a minority view. If the Insurance Company’s
judgment represents a minority position or would preclude a majority vote, then the Insurance
Company may be required, at the election of the Underlying Management Company, to
withdraw the Accounts’ investment in the Underlying Funds. Other than possible decline in
the value of the Account due to fluctuations in the net asset value of the Underlying Funds, no
charge or penalty will be imposed as a result of such withdrawal.

6.5 If it is determined by a majority of the Directors of the Underlying
Management Company, or a majority of the Disinterested Directors of the Underlying
Management Company, that a material irreconcilable conflict exists, the Insurance Company
shall, at its expense and to the extent reasonably practicable (as determined by a majority of
Disinterested Directors), take whatever steps are necessary to remedy or eliminate the material
irreconcilable conflict, up to and including: (1) withdrawing the assets allocable to some or
all of the Accounts from the Underlying Fund and reinvesting such assets in a different
investment medium, including (but not limited to) another Underlying Fund of the Underlying
Management Company, or submitting the question of whether such segregation should be
implemented to a vote of all affected owners and, as appropriate, segregating the assets of any
appropriate group that votes in favor of such segregation, or offering to the affected owners
the option of making such a change; and (2) establishing a new registered management
investment company or managed separate account.

6.6 If a material irreconcilable conflict arises because a particular state or other
jurisdiction’s insurance regulator’s decision applicable to the Insurance Company conflicts
with the majority of other insurance regulators, then the Insurance Company will withdraw
the affected Account’s investment in the Underlying Fund and terminate this Agreement with
respect to such Account within six (6) months after the Directors of the Underlying
Management Company inform the Insurance Company in writing that the Directors have
determined that such decision has created a material irreconcilable conflict, provided,
however, that such withdrawal and termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the Disinterested
Directors. Until the end of the foregoing six (6)-month period, Dimensional and the
Underlying Management Company shall continue to accept and execute orders by the
Insurance Company for the purchase (and redemption) of Shares of the Underlying Funds.

6.7 The Insurance Company shall not be required by this Agreement to establish a
new funding medium for the Contracts if an offer to do so has been declined by vote of a
majority of Contract holders materially adversely affected by the material irreconcilable
conflict. In the event that the Trustees of the ING Trust or Directors of the Underlying
Management Company, as applicable, determine that any proposed action does not adequately
remedy any material irreconcilable conflict, then the Insurance Company will withdraw the
Account’s investment in the Funds of Funds, and in the Underlying Fund through the Funds
of Funds, and terminate this Agreement within six (6) months after the Trustees of the ING
Trust or the Directors of the Underlying Management Company, as applicable, inform the
Insurance Company in writing of the foregoing determination, provided, however, that such

11

withdrawal and termination shall be limited to the extent required by any such material
irreconcilable conflict.

6.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3
is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules
promulgated thereunder with respect to mixed or shared funding (as defined in the DFA
Mixed and Shared Funding Order) on terms and conditions that are materially different from
those contained in the DFA Mixed and Shared Funding Order, then (a) the Underlying
Management Company and/or the Insurance Company, as appropriate, shall take such steps as
may be necessary to comply with Rules 6e-2 and 6e-3 (T), as amended, and Rule 6e-3, as
adopted, to the extent such rules are applicable; and (b) the applicable Sections of this
Agreement shall continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in such Rule(s) as so amended or adopted.

VII. USE OF NAME; SALES LITERATURE, PROSPECTUSES AND
OTHER REPORTS

7.1 The Underlying Management Company hereby consents to the ING Trust’s use
of the name of the Underlying Management Company’s Underlying Funds and the names of
their affiliates in the Fund of Funds’ disclosure documents and, to the extent required,
necessary, or advisable, in shareholder communications. No party hereto, or any of their
affiliates, shall use the name or any trade name, trademark, trade device, service mark, or
symbol, or any abbreviation, contraction, or simulation thereof, of any other party hereto, or
any of their affiliates, for any purpose, including in its marketing materials, unless it first
receives prior written approval of the relevant party. Upon termination of this Agreement, the
parties shall immediately forthwith cease to use the name or any trade name, trademark, trade
device, service mark, or symbol, or any abbreviation, contraction, or simulation thereof, of
any other party except to the extent that continued use is required by applicable laws, rules,
and regulations.

7.2 The ING Trust promptly shall inform the Underlying Management Company
and Dimensional as to the status of all sales literature filings relating to the Funds of Funds
that mention the Underlying Funds, and promptly shall notify Dimensional of all approvals or
disapprovals of sales literature filings pertaining to the Funds of Funds that mention the
Underlying Funds with regulatory authorities. The Insurance Company promptly shall
provide the Underlying Management Company with copies of any owner complaints
respecting the Contracts that relate to the Underlying Funds, and Dimensional shall promptly
provide the Insurance Company with copies of any complaints respecting the Contracts that
Dimensional receives. Except with the written consent of the Underlying Management
Company or Dimensional, as appropriate, the ING Trust shall not make any oral or written
material representations concerning the Underlying Management Company, the Underlying
Funds, or Dimensional other than the information or representations contained in: (a) a
registration statement or prospectus for an Underlying Fund, as amended or supplemented
from time to time; (b) published reports or statements of the Underlying Funds that are in the
public domain or are approved by the Underlying Management Company; or (c) sales
literature or other promotional material of the Underlying Funds. Notwithstanding the
foregoing, this provision shall not be interpreted to prevent the Insurance Company, Funds of

12

Funds or Fund of Funds Adviser from providing information about the Underlying
Management Company, the Underlying Funds, Dimensional, or this Agreement to regulators,
as required under applicable law, or to the members of the Insurance Company’s or ING
Trust’s Boards of Directors/Trustees, accountants or legal counsel who have a need to know
such information and who have been made aware of the restrictions contained in this
Agreement concerning the use of such information.

7.3 Except with the written consent of the Insurance Company, the Underlying
Management Company or Dimensional shall not make any material representations
concerning the Insurance Company, the Fund of Funds, the Funds of Funds Adviser, or the
Contracts, other than the information or representations contained in:

(a) a registration statement, prospectus, or offering memoranda for the Contracts
or Funds of Funds, as amended or supplemented from time to time;

(b) published reports or statements of the Contracts, the Accounts or the Funds of
Funds that are in the public domain or are approved by the Insurance
Company; or

(c) sales literature or other promotional material of the Insurance Company, Funds
of Funds, or Fund of Funds Adviser.

7.4 Notwithstanding the foregoing, this provision shall not be interpreted to
prevent the Underlying Management Company, the Underlying Funds, and Dimensional from
providing information about the ING Trust, the Fund of Funds Adviser, the Insurance
Company, or this Agreement to regulators, as required under applicable law, or to members of
the Underlying Management Company’s Board, accountants or legal counsel who have a need
to know such information and who have been made aware of the restrictions contained in this
Agreement concerning the use of such information.

7.5 For purposes of Sections 7.3 through 7.4, the phrase “sales literature or other
promotional material” shall be construed in accordance with all applicable laws and
regulations.

7.6 The Underlying Management Company will provide to the ING Trust at least
one complete copy of all registration statements, prospectuses, proxy statements, solicitations
for voting instructions, and all amendments to any of the above, that relate to the Underlying
Funds or the Shares in final form as filed with the SEC. The Underlying Management
Company represents and warrants that the registration statements, prospectuses, proxy
statements, solicitations for voting instructions, and any other filings in connection therewith
with respect to the Accounts will not deviate materially from the forms of such documents
provided to the ING Trust.

7.7 The Insurance Company will provide to the Underlying Management Company
at least one complete copy of all materials describing the Funds of Funds and the Contracts,
including application and investment election forms, sample illustrations, and any other
applicable documents or materials. In the event any such documents are required to be filed
with any regulatory body, the Insurance Company shall provide such materials in final form

13

as filed with such regulatory authority. The Insurance Company represents and warrants that
the Contracts, registration statements, prospectuses, offering memoranda, and any other
filings in connection therewith with respect to the Accounts will not deviate materially from
the forms of such documents provided to the Underlying Management Company.

VIII. TERMINATION

8.1 This Agreement may be terminated by any party with or without cause on sixty
(60) days’ advance written notice or such other time as the parties may mutually agree.

8.2 Notwithstanding any other provision of this Agreement, Dimensional or the
Underlying Management Company may terminate this Agreement for cause on not less than
sixty (60) days’ prior written notice to the ING Trust, the Fund of Funds Adviser, or the
Insurance Company, unless such cause is cured within thirty (30) days of receiving such
notice, for any material breach by the ING Trust, the Fund of Funds Adviser, or the Insurance
Company of any representation, warranty, covenant, or obligation hereunder.

8.3 Notwithstanding any other provision of this Agreement, the ING Trust, the
Fund of Funds Adviser, or the Insurance Company may terminate this Agreement for cause on
not less than sixty (60) days’ prior written notice to the Underlying Management Company
and Dimensional, unless the party, as appropriate, has cured such cause within thirty (30) days
of receiving such notice, for any material breach by the Underlying Management Company or
Dimensional of any representation, warranty, covenant, or obligation hereunder.

8.4 Notwithstanding any other provision of this Agreement, the ING Trust, the
Fund of Funds Adviser, or the Insurance Company may terminate this Agreement by written
notice to the Underlying Management Company and Dimensional with respect to any
Underlying Fund, based upon the ING Trust’s, the Funds of Funds Adviser’s or the Insurance
Company’s determination that Shares of such Underlying Fund are not reasonably available to
meet the requirements of the Contracts or the Funds of Funds, respectively.

8.5 Notwithstanding any other provision of this Agreement, the ING Trust, the
Fund of Funds Adviser, or the Insurance Company may terminate this Agreement by written
notice to the Underlying Management Company and Dimensional with respect to any
Underlying Fund in the event that any of the Underlying Fund’s Shares are not registered,
issued, or sold in accordance with applicable state and/or federal law, or such law precludes
the use of such Shares as the underlying investment media of the Contracts issued or to be
issued by the Insurance Company or precludes the purchase of such Shares by the Funds of
Funds.

8.6 Notwithstanding any other provision of this Agreement, the ING Trust, the
Fund of Funds Adviser, or the Insurance Company may terminate this Agreement by written
notice to the Underlying Management Company and Dimensional with respect to any
Underlying Fund in the event that such Underlying Fund ceases to qualify as a Regulated
Investment Company under Subchapter M of the Code, or under any successor or similar
provision, or if the Insurance Company reasonably believes that the Underlying Fund may fail
to so qualify.

14

8.7 In the case of an Underlying Fund that has been designed to serve as a funding
vehicle for insurance company separate accounts, the ING Trust, the Fund of Funds Adviser,
or the Insurance Company may terminate this Agreement by written notice to the Underlying
Management Company and Dimensional with respect to such Underlying Fund in the event
that the Underlying Fund fails to meet the diversification requirements specified in Section
817(h) of the Code.

8.8 Notwithstanding any other provision of this Agreement, the Underlying
Management Company or Dimensional may terminate this Agreement by written notice to the
ING Trust, the Fund of Funds Adviser or the Insurance Company if any one or both shall
determine, in their sole judgment, exercised in good faith, that the Insurance Company has
suffered a material adverse change in its business, operations, financial condition, or prospects
since the date of this Agreement or is the subject of material adverse publicity.

8.9 Notwithstanding any other provision of this Agreement, the ING Trust, the
Fund of Funds Adviser, or the Insurance Company may terminate this Agreement by written
notice to the Underlying Management Company and Dimensional if the ING Trust, the Funds
of Funds Adviser or the Insurance Company shall determine, in their sole judgment, exercised
in good faith, that the Underlying Management Company, Underlying Fund, or Dimensional
has suffered a material adverse change in its business, operations, financial condition, or
prospects since the date of this Agreement or is the subject of material adverse publicity.

8.10 Notwithstanding any other provision of this Agreement, any party may
terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all
other parties, unless any of the other parties has cured such cause within sixty (60) days of
receiving such notice, for any one of the following reasons:

(a) change in control of any party or such party’s ultimate controlling person;
however, a change in the name of the party will not constitute a change in
control;

(b) a material change in, or other material revision to, the Contracts or the
prospectuses of the Underlying Management Company that describe the
Underlying Funds, which material change or revision is not acceptable to any
of the other parties; or

(c) any action taken by federal, state, or other regulatory authorities of competent
jurisdiction that, in the reasonable judgment of any of the parties, either (i)
materially and adversely alters the terms, advantages, and/or benefits of the
Contracts or the Underlying Funds to current or prospective purchasers, or (ii)
materially or adversely alters the terms or conditions of such party’s
participation in the subject matter of this Agreement.

8.11 The parties recognize that each of the Funds of Funds is an investor in the
Underlying Funds and shall have the rights similar to other shareholders in the Underlying
Funds, including the right of redemption.

15

IX. INDEMNIFICATION

9.1 Dimensional agrees to indemnify and hold harmless ING Trust, the Insurance
Company, and each of their directors/trustees and officers and each person, if any, who
controls the Insurance Company within the meaning of Section 15 of the 1933 Act
(collectively, the “ING Indemnified Parties” for purposes of this Section 9.1), against any and
all losses, claims, damages, liabilities, or litigation (including legal and other expenses and
excluding special or consequential damages) to which a ING Indemnified Party may become
subject under any statute, at common law or otherwise, arising out of Dimensional’s
responsibilities under this agreement which (1) may be based upon any violations of willful
misconduct, malfeasance, bad faith or gross negligence by Dimensional, any of its employees
or representatives, or any affiliate of or any person acting on behalf of Dimensional (other
than DFA Indemnified Persons); provided however, that (i) in no case shall the indemnity in
favor of an ING Indemnified Party be deemed to protect such person against any liability to
which any such person would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of its duties, or by reason of its reckless disregard of
its obligations and duties under this Agreement, and (ii) the total of amount payable to the
ING Indemnified Parties under this Agreement by Dimensional shall be limited to the total
advisory fees paid to Dimensional for sub-advisory services pursuant to the Sub-Advisory
Agreement by and between ING Trust, the Fund of Funds Advisor and Dimensional on or
about the date hereof during the year immediately preceding any claim made pursuant to this
Section.

9.2 ING Trust agrees to indemnify and hold harmless Dimensional, and each of its
directors/trustees and officers and each person, if any, who controls Dimensional within the
meaning of Section 15 of the 1933 Act (collectively, the “DFA Indemnified Parties” for
purposes of this Section 9.2), against any and all losses, claims, damages, liabilities, or
litigation (including legal and other expenses and excluding special or consequential damages)
to which a DFA Indemnified Party may become subject under any statute, at common law or
otherwise, arising out of ING Trust’s responsibilities under this agreement which (1) may be
based upon any violations of willful misconduct, malfeasance, bad faith or gross negligence
by ING Trust, any of its employees or representatives, or any affiliate of or any person acting
on behalf of ING Trust (other than DFA Indemnified Persons); provided however, that in no
case shall the indemnity in favor of an DFA Indemnified Party be deemed to protect such
person against any liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by
reason of its reckless disregard of its obligations and duties under this Agreement.

X. NOTICES

All notices, including all information that any party is required to provide under the terms of
this Agreement and the terms of the ING Order, shall be in writing and shall be delivered by
registered or overnight mail, facsimile, or electronic mail to the address for each party
specified below, which address may be changed from time to time by written notice to the
other parties.

16

If to the ING Trust: 

ING Investors Trust 

7337 East Doubletree Ranch Road 

Scottsdale, AZ 85258-2034 

Attention: Chief Counsel 

Telephone No.: 

Facsimile No.: 

If to the Fund of Funds Adviser: 

Directed Services LLC 

7337 East Doubletree Ranch Road 

Scottsdale, AZ 85258-2034 

Attention: Chief Counsel 

Telephone No.: 

Facsimile No.: 

If to the Insurance Company: 

ING USA Annuity and Life Insurance Company 

ReliaStar Life Insurance Company of New York 

U.S. Legal Services 

1475 Dunwoody Drive 

West Chester, PA 19380 

Attention: Securities Counsel 

Telephone No.: 

Facsimile No.: 610-425-3520 

with a copy to: 

ING Investment Funds 

520 Madison Avenue 

New York, NY 10022 

Attention: Bebe Wilkinson, Head of Outside Funds 

Telephone No.: 

Facsimile No.: 

17

If to the Underlying Management Company: 

Catherine L. Newell, Esq. 

Vice President and Secretary 

DFA Investment Dimensions Group Inc. 

6300 Bee Cave Road, Building One 

Austin, TX 78746 

Telephone No.: 512-306-7412 

Facsimile No.: 512-306-7499 

If to Dimensional: 

Catherine L. Newell, Esq. 

Vice President and Secretary 

Dimensional Fund Advisors LP 

6300 Bee Cave Road, Building One 

Austin, TX 78746 

Telephone No.: 512-306-7412 

Facsimile No.: 512-306-7499 

XI. MISCELLANEOUS

11.1 If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule, or otherwise, the remaining provisions of the Agreement shall not be
affected thereby, and every remaining provision hereof will remain in full force and effect and
will remain enforceable to the fullest extent permitted by law. This Agreement may be
executed simultaneously in two or more counterparts, each of which taken together shall
constitute one and the same instrument. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all prior written, oral, or
contemporaneous oral agreements, understandings, and negotiations.

11.2 The terms of this Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of New York, without regard to
the conflicts of law principles thereof, provided, however, that all performances rendered
hereunder shall be subject to compliance with all U.S. federal laws and regulations.

11.3 With respect to the ING Trust, which is organized as a Massachusetts business
trust, it is expressly agreed that the obligations of such trust hereunder shall not be binding
upon any of its Trustees, shareholders, nominees, officers, agents, or employees personally,
but shall bind only the trust property of such trust as provided in such trust’s Declaration of
Trust. The execution and delivery of this Agreement has been authorized by the Trustees of
such trust and signed by authorized officers of such trust, acting as such, and neither such
authorization by such Trustees, nor such execution and delivery by such officers, shall be
deemed to have been made by any of them individually, or to impose any liability on any of
them personally, but shall bind only the trust property of the ING trust as provided in the ING
Trust’s Declaration of Trust.

18

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date written above.

BY:	ING INVESTORS TRUST on behalf of its series listed on Schedule A hereto (severally
	and not jointly)
	By:
	Title:

BY:	DIRECTED SERVICES LLC
By:
Title:

BY:	ING USA ANNUITY AND LIFE INSURANCE COMPANY,
	on behalf of itself and each Account
	By:
	Title:

BY:	RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK,
	on behalf of itself and each Account
	By:
	Title:

BY:	DFA INVESTMENT DIMENSIONS GROUP INC.,
	on behalf of its series listed on Schedule B hereto
	By:
	Title:

BY:	DIMENSIONAL FUND ADVISORS LP
	By: DIMENSIONAL HOLDINGS INC.,
	General Partner
	By:
	Title:

19

SCHEDULE A

LIST OF FUNDS OF FUNDS 

Series of ING Investors Trust

ING DFA Global All Equity Portfolio 

ING DFA Global Allocation Portfolio 

20

SCHEDULE B 

LIST OF UNDERLYING FUNDS OF DFA INVESTMENT DIMENSIONS GROUP INC. 

(“DFAIDG”)

DFAIDG

US Core Equity 1 Portfolio (I)

Large Cap International Portfolio (I)

Emerging Markets Core Equity Portfolio (I)

US Small Cap Portfolio (I)

VA International Small Portfolio

VA U.S. Large Value Portfolio (I)

VA International Value Portfolio

VA US Targeted Value Portfolio (I)

International Vector Equity Portfolio

DFA International Real Estate Securities Portfolio (I) 

DFA Selectively Hedged Global Fixed Income Portfolio 

VA Short-Term Fixed Portfolio

VA Global Bond Portfolio

1

SCHEDULE C 

LIST OF SEPARATE ACCOUNTS
Company	Separate Account
ING USA Annuity and Life Insurance Company
ReliaStar Life Insurance Company of New York

1

SCHEDULE D

LIST OF CONTRACTS 

1

Exhibit 1

ING Order and Notice of Application 

Exhibit 2

SUMMARY OF THE CONDITIONS OF THE ING ORDER

1. The members of the Group (in the aggregate) will not hold or beneficially own
25% or more of the outstanding voting securities or otherwise control an
Underlying Fund within the meaning of Section 2(a)(9) of the 1940 Act. If, as a
result of a decrease in an Underlying Fund’s outstanding voting securities, the
Group becomes, in the aggregate, a holder or beneficial owner of more than 25%
or more of the outstanding voting securities of an Underlying Fund, the ING Trust
and the Fund of Funds Adviser agree that the Group will vote its Shares of the
Underlying Fund in the same proportion as the vote of all other holders of the
Underlying Fund’s Shares. The ING Trust and the Fund of Funds Adviser agree
that if a Fund of Funds owns 3% or more of the outstanding voting securities of an
Underlying Fund, the Funds of Funds will vote its Shares in the same proportion as
the vote of all other holders of the Underlying Fund’s Shares. For purposes of this
Agreement, the “Group” consists of the Fund of Funds Adviser and any person
controlling, controlled by, or under common control with the Fund of Funds
Adviser, and any investment company (including the Funds of Funds) and any
issuer that would be an investment company but for Sections 3(c)(1) or 3(c)(7) of
the 1940 Act that is advised or sponsored by the Fund of Funds Adviser, or any
person controlling, controlled by, or under common control with the Fund of
Funds Adviser.

2. The Fund of Funds Adviser will waive or offset fees otherwise payable to it by a
Fund of Funds in an amount at least equal to any compensation (including fees
received pursuant to a plan adopted by an Underlying Fund pursuant to Rule 12b-1
under the 1940 Act) received from an Underlying Fund by the Fund of Funds
Adviser or an affiliated person of the Fund of Funds Adviser, other than any
advisory fees paid to the Fund of Funds Adviser or its affiliated person by an
Underlying Fund, in connection with the investment by the Fund of Funds in the
Underlying Fund.

3. No Fund of Funds will cause, nor will permit any Fund of Funds Affiliate to cause,
any existing or potential investment by the Funds of Funds in Shares of an
Underlying Fund to influence the terms of any services or transactions between the
Funds of Funds or Fund of Funds Affiliate and the Underlying Fund or an
Underlying Fund Affiliate. For purposes of this Agreement, (a) the term “Fund of
Funds Affiliate” includes the Fund of Funds Adviser and any promoter and
principal underwriter of the Funds of Funds, and any person controlling, controlled
by, or under common control with any of those entities within the meaning of
Section 2(a)(9) of the 1940 Act, and (b) the term “Underlying Fund Affiliate”
means Dimensional and any sponsor, promoter, and principal underwriter of an
Underlying Fund, and any person controlling, controlled by, or under common
control with any of those entities within the meaning of Section 2(a)(9) of the 1940
Act.

- 1 -

4. Before any Fund of Funds relies on the ING Order, the Board of the ING Trust,
including a majority of its Disinterested Trustees, will adopt procedures reasonably
designed to assure that the Fund of Funds Adviser and any Fund of Funds
Subadviser is conducting the Fund of Funds’ investment program without taking
into account any consideration received by the Fund of Funds or any Fund of
Funds Affiliate from the Underlying Fund or any Underlying Fund Affiliate in
connection with any services or transactions.

5. No Fund of Funds or Fund of Funds Affiliate (except to the extent it is acting in its
capacity as an investment adviser to an Underlying Fund) will cause an Underlying
Fund to purchase a security in any Affiliated Underwriting. For purposes of this
Agreement, the term “Affiliated Underwriting” means an offering of securities
during the existence of an underwriting or selling syndicate of which a principal
underwriter is an Underwriting Affiliate. For purposes of this Agreement, the term
“Underwriting Affiliate” means a principal underwriter in any underwriting or
selling syndicate that is an officer, director, member of an advisory board,
investment adviser, subadviser, or employee of the Fund of Funds, or a person of
which any such officer, director, member of an advisory board, investment adviser,
subadviser, or employee is an affiliated person.

6. Once an investment by a Fund of Funds in the Shares of an Underlying Fund
exceeds the limit of Section 12(d)(1)(A)(i) of the 1940 Act, the Board of the
Underlying Management Company, including a majority of the Disinterested
Trustees, will determine that any consideration paid by the Underlying Fund to the
Fund of Funds or a Fund of Funds Affiliate in connection with any services or
transactions: (a) is fair and reasonable in relation to the nature and quality of the
services and benefits received by the Underlying Fund; (b) is within the range of
consideration that the Underlying Fund would be required to pay to another
unaffiliated entity in connection with the same services or transactions; and (c)
does not involve overreaching on the part of any person concerned. This condition
does not apply with respect to any services or transactions between an Underlying
Fund and its investment adviser(s), or any person controlling, controlled by, or
under common control with such investment adviser(s).

7. The Board of the Underlying Management Company, including a majority of the
Disinterested Directors, will adopt procedures reasonably designed to monitor any
purchases of securities by an Underlying Fund in Affiliated Underwritings, once
an investment by a Fund of Funds in the Shares of the Underlying Fund exceeds
the limit of Section 12(d)(1)(A)(i) of the 1940 Act, including any purchases made
directly from an Underwriting Affiliate. The Board will review these purchases
periodically, but no less frequently than annually, to determine whether the
purchases were influenced by the investment by the Fund of Funds in Shares of the
Underlying Fund. The Board will consider, among other things: (a) whether the
purchases were consistent with the investment objectives and policies of the
Underlying Fund; (b) how the performance of securities purchased in an Affiliated
Underwriting compares to the performance of comparable securities purchased
during a comparable period of time in underwritings other than Affiliated

- 2 -

Underwritings or to a benchmark such as a comparable market index; and (c)
whether the amount of securities purchased by the Underlying Fund in Affiliated
Underwritings and the amount purchased directly from an Underwriting Affiliate
have changed significantly from prior years. The Board will take any appropriate
actions based on its review, including, if appropriate, the institution of procedures
designed to assure that purchases of securities in Affiliated Underwritings are in
the best interests of shareholders.

8. The Underlying Management Company shall maintain and preserve permanently,
in an easily accessible place, a written copy of the procedures described in Section
9 of this Agreement, and any modifications to such procedures, and shall maintain
and preserve for a period of not less than six years from the end of the fiscal year
in which any purchase from an Affiliated Underwriting occurred, the first two
years in an easily accessible place, a written record of each purchase of securities
in Affiliated Underwritings once an investment by a Fund of Funds in the Shares
of an Underlying Fund exceeds the limit of Section 12(d)(1)(A)(i) of the 1940 Act,
setting forth from whom the securities were acquired, the identity of the
underwriting syndicate’s members, the terms of the purchase, and the information
or materials upon which the determinations of the Board of the Underlying
Management Company were made.

9. No Underlying Fund will acquire securities of any other investment company or
company relying on Sections 3(c)(1) or 3(c)(7) of the 1940 Act in excess of the
limits contained in Section 12(d)(1)(A) of the 1940 Act, except to the extent that
such Underlying Fund (i) receives securities of another investment company as a
dividend or as a result of a plan of reorganization of a company (other than a plan
devised for the purpose of evading Section 12(d)(1) of the 1940 Act); or (ii)
acquires (or is deemed to have acquired) securities of another investment company
pursuant to exemptive relief from the Commission permitting such Underlying
Fund to (a) acquire securities of one or more affiliated investment companies for
short-term cash management purposes, or (b) engage in interfund borrowing and
lending transactions.

10. Prior to approving any investment advisory agreement under Section 15 of the
1940 Act with respect to a Fund of Funds, the Board of the ING Trust, including a
majority of the Disinterested Trustees, (a) will find that the advisory or
management fees charged under such agreement are based on services provided
that are in addition to, rather than duplicative of, the services provided under the
advisory contract(s) of any Underlying Fund in which the Fund of Funds may
invest, and (b) will record fully in the minute books of the ING Trust such finding
and the basis upon which such finding was made.

11. Each Fund of Funds complies with FINRA Conduct Rule 283 and any sales charge
and/or service fees (other than customary brokerage fees) charged with respect to
shares in the Fund of Funds will not exceed the limits applicable to a fund of funds
as set forth in that rule.

- 3 -

EX-99.B8PP

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT

     THIS AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (the “Amendment”) is made as of the 20^th day of September, 2010 (the “Effective Date”), by and among ING INVESTORS TRUST (the “ING Trust”), a Massachusetts business trust, on behalf of each of the series identified on Schedule A (each, a “Fund of Funds,” and collectively, the “Funds of Funds”); DIRECTED SERVICES LLC, the investment manager to the Funds of Funds (the “Fund of Funds Adviser”); ING USA ANNUITY AND LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Delaware, and RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK, a life insurance company organized under the laws of the State of New York (individually and together, the “Insurance Company”), each on behalf of itself and certain of its separate accounts (each an “Account”), as listed on Schedule C to this Agreement, as such Schedule may be amended from time to time by mutual agreement in writing; DFA INVESTMENT DIMENSIONS GROUP INC. (the “Underlying Management Company”), on behalf of its respective s eries named on Schedule B hereto (each such series an “Underlying Fund,” and collectively, the “Underlying Funds”); and DIMENSIONAL FUND ADVISORS LP (“Dimensional”), the investment adviser and/or administrator to the Underlying Funds, and the subadviser to the Funds of Funds.

     WHEREAS, the ING Trust and each Underlying Fund have entered into that certain Participation Agreement dated April 29, 2010 (the “Agreement”); and

     WHEREAS, the ING Trust and each Underlying Fund desire to amend the Agreement in order to modify certain provisions stated therein.

     NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to amend the Agreement as follows:

I. AMENDMENT TO AGREEMENT

     (a) Amendment to Schedule A. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the Amended Schedule A attached hereto and incorporated herein by reference.

     (b) Amendment to Schedule B. Schedule B of the Agreement is hereby deleted in its entirety and replaced with the Amended Schedule B attached hereto and incorporated herein by reference.

II. MISCELLANEOUS

     (a) No Further Amendment. Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be

M:\Funds\Legal Admin\Contracts\Participation\Word\IIT\IIT-PartA-DFA-AmendSchedA&B-1009F.doc

deemed to be an amendment to any other term or condition of the Agreement.

     (b) Representations and Warranties. All representations and warranties of each Underlying Company and the Underlying Funds, as revised by the Amendment , contained in the Agreement are true and correct in all respects as of the Effective Date as though made at and as of the Effective Date.

     (c) Effect of Amendment. This Amendment shall form a part of the Agreement for all purposes and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto.

     (d) Governing Law. This Amendment shall be governed by and construed in accordance with the laws governing the Agreement.

     (e) Separability Clause. If any provision of this Amendment is determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the remaining provisions hereof and the provisions of the Agreement will be considered severable and will not be affected thereby, and every remaining provision hereof and provision of the Agreement will remain in full force and effect and will remain enforceable to the fullest extent permitted by applicable law.

     (f) Counterparts. This Amendment may be executed in two or more counterparts, each of which is deemed an original but all of which together constitute one and the same instrument.

     (g) Definitions. Capitalized terms used by not otherwise defined herein shall have the respective meanings set forth in the Agreement.

[The remainder of this page intentionally left blank.]

2

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

BY:	ING INVESTORS TRUST, on behalf of its series listed on Amended Schedule A
	hereto (severally and not jointly)
	By:
	Title:	Kimberly A. Anderson, Senior Vice President
BY:	DIRECTED SERVICES LLC
	By:
	Title:	Todd Modic, Vice President
BY:	ING USA ANNUITY AND LIFE INSURANCE COMPANY,
	on behalf of itself and each Account
	By:
	Title:
BY:	RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK,
	on behalf of itself and each Account
	By:
	Title:
BY:	DFA INVESTMENT DIMENSIONS GROUP INC.,
	on behalf of its series listed on Amended Schedule B hereto
	By:
	Title:

BY:	DIMENSIONAL FUND ADVISORS LP
	By: DIMENSIONAL HOLDINGS INC.,
	General Partner
	By:
	Title:
	3

AMENDED SCHEDULE A

LIST OF FUNDS OF FUNDS 

Series of ING Investors Trust

ING DFA Global Allocation Portfolio 

ING DFA World Equity Portfolio 

4

AMENDED SCHEDULE B

LIST OF UNDERLYING FUNDS OF DFA INVESTMENT DIMENSIONS GROUP INC. 

(“DFAIDG”)

DFAIDG

US Core Equity 1 Portfolio (I)

Large Cap International Portfolio (I)

Emerging Markets Core Equity Portfolio (I)

US Small Cap Portfolio (I)

VA International Small Portfolio

VA U.S. Large Value Portfolio (I)

VA International Value Portfolio

VA US Targeted Value Portfolio (I)

International Vector Equity Portfolio

DFA International Real Estate Securities Portfolio (I) 

DFA Selectively Hedged Global Fixed Income Portfolio 

DFA U.S. Large Company Institutional Index Portfolio 

VA Short-Term Fixed Portfolio

VA Global Bond Portfolio

5

SCHEDULE C

LIST OF SEPARATE ACCOUNTS 

Company	Separate Account
ING USA Annuity and Life Insurance Company
ReliaStar Life Insurance Company of New York

6

EX-99.B9

Exhibit 24(b)(9)

[ING STATIONERY]

December 15, 2010

Members of the Board of Directors
ING USA Annuity and Life Insurance Company
1475 Dunwoody Drive
West Chester, PA 19380-1478

Re:	File Nos. 333-28679, 811-05626
	Prospectus Names: ING GoldenSelect ES II and ING GoldenSelect Opportunities

Ladies and Gentlemen:

In my capacity as Counsel for ING USA Annuity and Life Insurance Company (the “Company”), I have
examined the Registration Statement on Form N-4 in connection with the registration under the Securities
Act of 1933, as amended to the date hereof, of an indefinite number of units of interest in Separate
Account B of the Company (the “Account”). I am familiar with the proceedings taken and proposed to be
taken in connection with the authorization, issuance and sale of units.

Based upon my examination and upon my knowledge of the corporate activities relating to the Account, it
is my opinion that:

(1)	The Company was organized in accordance with the laws of the State of Iowa and is a
	duly authorized stock life insurance company under the laws of Iowa and the laws of
	those states in which the Company is admitted to do business;
(2)	The Account is a validly established separate investment account of the Company;
(3)	Under Iowa law, the portion of the assets to be held in the Account equals the reserve and
	other liabilities for variable benefits under variable annuity contracts to be issued by the
	Account, and such assets are not chargeable with liabilities arising out of any other
	business the Company conducts;
(4)	The units and the variable annuity contracts will, when issued and sold in the manner
	described in the registration statement, be legal and binding obligations of the Company
	and will be legally and validly issued, fully paid, and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the registration statement.

Sincerely,

/s/ Nicholas Morinigo
Nicholas Morinigo
Counsel

ING USA Annuity and Life Insurance Company
1475 Dunwoody Drive
West Chester, PA 19380-1478

Tel: (610) 425-3447 

Fax: (610) 425-3520 

EX-99.B10

Exhibit 24(b)(10) – Consent of Ernst and Young LLP, Independent Registered Public
Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report
dated March 31, 2010, with respect to 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, and to the use of our report dated April 9, 2010, with respect
to the statements of assets and liabilities of Separate Account B of ING USA Annuity and Life
Insurance Company as of December 31, 2009, and the related statements of operations and
changes in net assets for the periods disclosed in the financial statements, incorporated by
reference in Post-Effective Amendment No. 54 to the Registration Statement (Form N-4, No.
333-28679) and related Prospectus and Statement of Additional Information of Separate Account
B of ING USA Annuity and Life Insurance Company.

/s/ Ernst & Young LLP

Atlanta, Georgia
December 15, 2010

EX-99.B13

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act

of 1933

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set

forth below and each of them individually as my true and lawful attorneys with full power to them and each of

them to sign for me and in my name and in the capacity indicated below any and all amendments to the

Registration Statements listed below filed with the Securities and Exchange Commission under the Securities

Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary

to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts)

associated with the issuance of any such registrations.

COMPANY: ING USA Annuity and Life Insurance Company

INDIVIDUALS WITH POWER OF ATTORNEY: John S. (Scott) Kreighbaum, J. Neil McMurdie,

Nicholas Morinigo and Michael A. Pignatella

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-23351	333-28769	333-70600	333-117260	333-133944
033-23458	333-30180	333-90516	333-124953	333-133076
033-34827	333-33914	333-101481	333-133152	333-158928
033-59261	333-66757	333-111684	333-133153
333-28679	333-57218	333-111685	333-133154
333-28755	333-63692	333-111686	333-133155

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF
1940:
811-05626	811-08524	811-09026	811-05790

I hereby ratify and confirm on this 1st day of February, 2010, my signature as it may be signed by my said
attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/ Michael S. Smith

Michael S. Smith, Director and President

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act

of 1933

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set

forth below and each of them individually as my true and lawful attorneys with full power to them and each of

them to sign for me and in my name and in the capacity indicated below any and all amendments to the

Registration Statements listed below filed with the Securities and Exchange Commission under the Securities

Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary

to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts)

associated with the issuance of any such registrations.

COMPANY: ING USA Annuity and Life Insurance Company

INDIVIDUALS WITH POWER OF ATTORNEY: John S. (Scott) Kreighbaum, J. Neil McMurdie,

Nicholas Morinigo and Michael A. Pignatella

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-23351	333-28769	333-70600	333-117260	333-133944
033-23458	333-30180	333-90516	333-124953	333-133076
033-34827	333-33914	333-101481	333-133152	333-158928
033-59261	333-66757	333-111684	333-133153
333-28679	333-57218	333-111685	333-133154
333-28755	333-63692	333-111686	333-133155

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF

1940:

811-05626 811-08524 811-09026 811-05790

I hereby ratify and confirm on this 29th day of January, 2010, my signature as it may be signed by my said
attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/ T. J. McInerney

Thomas J. McInerney, Director and Chairman

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act

of 1933

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set

forth below and each of them individually as my true and lawful attorneys with full power to them and each of

them to sign for me and in my name and in the capacity indicated below any and all amendments to the

Registration Statements listed below filed with the Securities and Exchange Commission under the Securities

Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary

to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts)

associated with the issuance of any such registrations.

COMPANY: ING USA Annuity and Life Insurance Company

INDIVIDUALS WITH POWER OF ATTORNEY: John S. (Scott) Kreighbaum, J. Neil McMurdie,

Nicholas Morinigo and Michael A. Pignatella

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-23351	333-28769	333-70600	333-117260	333-133944
033-23458	333-30180	333-90516	333-124953	333-133076
033-34827	333-33914	333-101481	333-133152	333-158928
033-59261	333-66757	333-111684	333-133153
333-28679	333-57218	333-111685	333-133154
333-28755	333-63692	333-111686	333-133155

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF

1940:

811-05626 811-08524 811-09026 811-05790

I hereby ratify and confirm on this 8th day of February, 2010, my signature as it may be signed by my said
attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/ Steven T. Pierson

Steven T. Pierson, Senior Vice President and Chief Accounting Officer

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the

individuals set forth below and each of them individually as my true and lawful attorneys with full

power to them and each of them to sign for me and in my name and in the capacity indicated below

any and all amendments to the Registration Statements listed below filed with the Securities and

Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and

any documentation, including Form N-8F, necessary to deregister any such registrations or to

deregister any of the entities (including any issuing separate accounts) associated with the issuance of

any such registrations.

COMPANY: ING USA Annuity and Life Insurance Company

INDIVIDUALS WITH POWER OF ATTORNEY: John S. (Scott) Kreighbaum, J. Neil McMurdie,

Nicholas Morinigo and Michael A. Pignatella

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-23351	333-28769	333-70600	333-117260	333-133944
033-23458	333-30180	333-90516	333-124953	333-133076
033-34827	333-33914	333-101481	333-133152	333-158928
033-59261	333-66757	333-111684	333-133153
333-28679	333-57218	333-111685	333-133154
333-28755	333-63692	333-111686	333-133155

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF

1940:

811-05626 811-08524 811-09026 811-05790

I hereby ratify and confirm on this 3rd day of February, 2010, my signature as it may be signed by my
said attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/ Ewout Steenbergen

Ewout Steenbergen, Director, Executive Vice President and Chief Financial Officer

State of New York
County of New York
On the 3rd day of February in the year 2010, before me, the undersigned, personally appeared Ewout Steenbergen,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
Helen M. Scheuer
/s/ Helen M. Scheuer	Notary Public, State of New York
Notary Public	No. 01SC3352985
	Qualified in New York County
	Commission Expires 4-30-2011

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the
“principal,” you give the person whom you choose (your “agent”) authority to spend your money and
sell or dispose of your property during your lifetime without telling you. You do not lose your
authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have
provided or, where there are no specific instructions, in your best interes t. “Important Information for
the Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of
Attorney by executing this Power of Attorney, you should provide written notice of the revocation to
your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorne y at any time for any reason as long as you are of
sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do
this.

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article
5, Title 15. This law is available at a law library, or online through the New York State Senate or
Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your
own choosing to explain it to you.

Signature of Agents:
	State of Pennsylvania
/s/ John S. Kreighbaum	County of Chester
John S. (Scott ) Kreighbaum
	On this, the 19th day of February, 2010, before me Michael T.
	Zelinsky, the undersigned officer, personally appeared John S.
Commonwealth of Pennsylvania	(Scott) Kreighbaum, known to me (or satisfactorily proven) to be
Notarial Seal	the person whose name is subscribed as attorney in fact for Ewout
Michael T. Zelinsky, Notary Public	Steenbergen, and acknowledged that he executed the same as the act
West Whiteland Twp., Chester County	of his principal for the purposes therein contained.
My Commission Expires Jan. 31, 2012
	/s/ Michael T. Zelinsky
	Notary Public
	State of Pennsylvania
/s/ Nicholas Morinigo	County of Chester
Nicholas Morinigo
	On this, the 19th day of February, 2010, before me Michael T.
	Zelinsky, the undersigned officer, personally appeared Nicholas
Commonwealth of Pennsylvania	Morinigo, known to me (or satisfactorily proven) to be the person
Notarial Seal	whose name is subscribed as attorney in fact for Ewout
Michael T. Zelinsky, Notary Public	Steenbergen, and acknowledged that he executed the same as the act
West Whiteland Twp., Chester County	of his principal for the purposes therein contained.
My Commission Expires Jan. 31, 2012
	/s/ Michael T. Zelinsky
	Notary Public
	State of Connecticut
/s/ J. Neil McMurdie	County of Hartford Town of Windsor
J. Neil McMurdie
	The foregoing instrument was executed and acknowledged before
	me this 19th day of February, 2010, by J. Neil McMurdie, as
Nicole L. Molleur	attorney in fact on behalf of Ewout Steenbergen.
Notary Public Within and for
The State of Connecticut	/s/ Nicole L. Molleur
My commission expires: Nov. 30, 2014	Notary Public
	State of Connecticut
/s/ Michael A. Pignatella	County of Hartford Town of Windsor
Michael A. Pignatella
	The foregoing instrument was executed and acknowledged before
	me this 19th day of February, 2010, by Michael A. Pignatella, as
Nicole L. Molleur	attorney in fact on behalf of Ewout Steenbergen.
Notary Public Within and for
The State of Connecticut	/s/ Nicole L. Molleur
My commission expires: Nov. 30, 2014	Notary Public

IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship is
created between you and the principal. This relationship imposes on you legal responsibilities that
continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the
principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless
otherwise permitted by law;

(4) keep a record of all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the
principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s
Name) by (Y our Signature) as Agent, or (your signature as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else
unless the principal has specifically granted you that authority in this Power of Attorney or in a
Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act
according to any instructions of the principal or, where there are no such instructions, in the principal’s
best interest.; You may resign by giving written notice to the principal and to any co-agent, successor
agent, monitor if one has been named in this document, or the principal’s guardian if one has been
appointed. If there is anything about this document or your responsibilities that you do not understand,
you should seek legal advice.

Liability of the agent:

The meaning of the authority given to you is defined in New York’s General Obligations Law, Article
5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in
the Power of Attorney, you may b e liable under the law for your violation.

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the

individuals set forth below and each of them individually as my true and lawful attorneys with full

power to them and each of them to sign for me and in my name and in the capacity indicated below

any and all amendments to the Registration Statements listed below filed with the Securities and

Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and

any documentation, including Form N-8F, necessary to deregister any such registrations or to

deregister any of the entities (including any issuing separate accounts) associated with the issuance of

any such registrations.

COMPANY: ING USA Annuity and Life Insurance Company

INDIVIDUALS WITH POWER OF ATTORNEY: John S. (Scott) Kreighbaum, J. Neil McMurdie,

Nicholas Morinigo and Michael A. Pignatella

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-23351	333-28769	333-70600	333-117260	333-133944
033-23458	333-30180	333-90516	333-124953	333-133076
033-34827	333-33914	333-101481	333-133152	333-158928
033-59261	333-66757	333-111684	333-133153
333-28679	333-57218	333-111685	333-133154
333-28755	333-63692	333-111686	333-133155

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF

1940:

811-05626 811-08524 811-09026 811-05790

I hereby ratify and confirm on this 16th day of February, 2010, my signature as it may be signed by my
said attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/ Robert G. Leary

Robert G. Leary, Director

State of New York
County of New York
On the 16th day of February in the year 2010, before me, the undersigned, personally appeared Robert G. Leary, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
	Helen M. Scheuer
/s/ Helen M. Scheuer	Notary Public, State of New York
Notary Public	No. 01SC3352985
	Qualified in New York County
	Commission Expires 4-30-2011

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the
“principal,” you give the person whom you choose (your “agent”) authority to spend your money and
sell or dispose of your property during your lifetime without telling you. You do not lose your
authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have
provided or, where there are no specific instructions, in your best interes t. “Important Information for
the Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of
Attorney by executing this Power of Attorney, you should provide written notice of the revocation to
your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorne y at any time for any reason as long as you are of
sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do
this.

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article
5, Title 15. This law is available at a law library, or online through the New York State Senate or
Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your
own choosing to explain it to you.

Signature of Agents:
	State of Pennsylvania
/s/ John S. Kreighbaum	County of Chester
John S. (Scott ) Kreighbaum
	On this, the 19th day of February, 2010, before me Michael T.
	Zelinsky, the undersigned officer, personally appeared John S.
Commonwealth of Pennsylvania	(Scott) Kreighbaum, known to me (or satisfactorily proven) to be
Notarial Seal	the person whose name is subscribed as attorney in fact for Robert
Michael T. Zelinsky, Notary Public	G. Leary, and acknowledged that he executed the same as the act of
West Whiteland Twp., Chester County	his principal for the purposes therein contained.
My Commission Expires Jan. 31, 2012
	/s/ Michael T. Zelinsky
	Notary Public
	State of Pennsylvania
/s/ Nicholas Morinigo	County of Chester
Nicholas Morinigo
	On this, the 19th day of February, 2010, before me Michael T.
	Zelinsky, the undersigned officer, personally appeared Nicholas
Commonwealth of Pennsylvania	Morinigo, known to me (or satisfactorily proven) to be the person
Notarial Seal	whose name is subscribed as attorney in fact for Robert G. Leary,
Michael T. Zelinsky, Notary Public	and acknowledged that he executed the same as the act of his
West Whiteland Twp., Chester County	principal for the purposes therein contained.
My Commission Expires Jan. 31, 2012
	/s/ Michael T. Zelinsky
	Notary Public
	State of Connecticut
/s/ J. Neil McMurdie	County of Hartford Town of Windsor
J. Neil McMurdie
	The foregoing instrument was executed and acknowledged before
	me this 19th day of February, 2010, by J. Neil McMurdie, as
Nicole L. Molleur	attorney in fact on behalf of Robert G. Leary.
Notary Public Within and for
The State of Connecticut	/s/ Nicole L. Molleur
My commission expires: Nov. 30, 2014	Notary Public
	State of Connecticut
/s/ Michael A. Pignatella	County of Hartford Town of Windsor
Michael A. Pignatella
	The foregoing instrument was executed and acknowledged before
	me this 19th day of February, 2010, by Michael A. Pignatella, as
Nicole L. Molleur	attorney in fact on behalf of Robert G. Leary.
Notary Public Within and for
The State of Connecticut	/s/ Nicole L. Molleur
My commission expires: Nov. 30, 2014	Notary Public

IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship is
created between you and the principal. This relationship imposes on you legal responsibilities that
continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the
principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless
otherwise permitted by law;

(4) keep a record of all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the
principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s
Name) by (Y our Signature) as Agent, or (your signature as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else
unless the principal has specifically granted you that authority in this Power of Attorney or in a
Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act
according to any instructions of the principal or, where there are no such instructions, in the principal’s
best interest.; You may resign by giving written notice to the principal and to any co-agent, successor
agent, monitor if one has been named in this document, or the principal’s guardian if one has been
appointed. If there is anything about this document or your responsibilities that you do not understand,
you should seek legal advice.

Liability of the agent:

The meaning of the authority given to you is defined in New York’s General Obligations Law, Article
5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in
the Power of Attorney, you may b e liable under the law for your violation.

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act

of 1933

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set

forth below and each of them individually as my true and lawful attorneys with full power to them and each of

them to sign for me and in my name and in the capacity indicated below any and all amendments to the

Registration Statements listed below filed with the Securities and Exchange Commission under the Securities

Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary

to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts)

associated with the issuance of any such registrations.

COMPANY: ING USA Annuity and Life Insurance Company

INDIVIDUALS WITH POWER OF ATTORNEY: John S. (Scott) Kreighbaum, J. Neil McMurdie,

Nicholas Morinigo and Michael A. Pignatella

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-23351	333-28769	333-70600	333-117260	333-133944
033-23458	333-30180	333-90516	333-124953	333-133076
033-34827	333-33914	333-101481	333-133152	333-158928
033-59261	333-66757	333-111684	333-133153
333-28679	333-57218	333-111685	333-133154
333-28755	333-63692	333-111686	333-133155

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF

1940:

811-05626 811-08524 811-09026 811-05790

I hereby ratify and confirm on this 4th day of February, 2010, my signature as it may be signed by my said
attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/ Donald Britton

Donald W. Britton, Director

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act

of 1933

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set

forth below and each of them individually as my true and lawful attorneys with full power to them and each of

them to sign for me and in my name and in the capacity indicated below any and all amendments to the

Registration Statements listed below filed with the Securities and Exchange Commission under the Securities

Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary

to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts)

associated with the issuance of any such registrations.

COMPANY: ING USA Annuity and Life Insurance Company

INDIVIDUALS WITH POWER OF ATTORNEY: John S. (Scott) Kreighbaum, J. Neil McMurdie,

Nicholas Morinigo and Michael A. Pignatella

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-23351	333-28769	333-70600	333-117260	333-133944
033-23458	333-30180	333-90516	333-124953	333-133076
033-34827	333-33914	333-101481	333-133152	333-158928
033-59261	333-66757	333-111684	333-133153
333-28679	333-57218	333-111685	333-133154
333-28755	333-63692	333-111686	333-133155

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF

1940:

811-05626 811-08524 811-09026 811-05790

I hereby ratify and confirm on this 5th day of February, 2010, my signature as it may be signed by my said
attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/ Catherine H. Smith

Catherine H. Smith, Director and Senior Vice President

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals

set forth below and each of them individually as my true and lawful attorneys with full power to them and

each of them to sign for me and in my name and in the capacity indicated below any and all amendments to

the Registration Statements listed below filed with the Securities and Exchange Commission under the

Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form

N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any

issuing separate accounts) associated with the issuance of any such registrations.

COMPANY: ING USA Annuity and Life Insurance Company

INDIVIDUALS WITH POWER OF ATTORNEY: John S. (Scott) Kreighbaum, J. Neil McMurdie, Nicholas

Morinigo.

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:
033-23351	333-28769	333-70600	333-117260	333-133944
033-23458	333-30180	333-90516	333-124953	333-133076
033-34827	333-33914	333-101481	333-133152	333-158928
033-59261	333-66757	333-111684	333-133153
333-28679	333-57218	333-111685	333-133154
333-28755	333-63692	333-111686	333-133155

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:
811-05626	811-08524	811-09026	811-05790

I hereby ratify and confirm on this 28th day of September, 2010, my signature as it may be signed by my
said attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/ Lynne R. Ford

Lynne R. Ford, Director

State of New York
County of New York
On the 28th day of September in the year 2010, before me, the undersigned, personally appeared Lynne R.
Ford, personally known to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that she executed the same in
her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
/s/ Helen M. Scheuer	Helen M. Scheuer
Notary Public	Notary Public, State of New York
	No. 01SC3352985
	Qualified in New York County
	Commission Expires 4-30-2011

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,”
you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of
your property during your lifetime without telling you. You do not lose your authority to act even though
you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have
provided or, where there are no specific instructions, in your best interes t. “Important Information for the
Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by
executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s)
and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorne y at any time for any reason as long as you are of sound
mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5,
Title 15. This law is available at a law library, or online through the New York State Senate or Assembly
websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own
choosing to explain it to you.

Signature of Agents:
	State of Pennsylvania
/s/ John S. (Scott) Kreighbaum	County of Chester
John S. (Scott ) Kreighbaum
	On this, the 18th day of October, 2010, before me Michael T.
	Zelinsky, the undersigned officer, personally appeared John S.
Commonwealth of Pennsylvania	(Scott) Kreighbaum, known to me (or satisfactorily proven) to
Notarial Seal	be the person whose name is subscribed as attorney in fact for
Michael T. Zelinsky, Notary Public	Lynne R. Ford, and acknowledged that he executed the same as
West Whiteland Twp., Chester County	the act of his principal for the purposes therein contained.
My Commission Expires 01/31/12
	/s/ Michael T. Zelinsky
	Notary Public
	State of Pennsylvania
/s/ Nicholas Morinigo	County of Chester
Nicholas Morinigo
	On this, the 15th day of October, 2010, before me Michael T.
	Zelinsky, the undersigned officer, personally appeared Nicholas
Commonwealth of Pennsylvania	Morinigo, known to me (or satisfactorily proven) to be the
Notarial Seal	person whose name is subscribed as attorney in fact for Lynne
Michael T. Zelinsky, Notary Public	R. Ford, and acknowledged that he executed the same as the act
West Whiteland Twp., Chester County	of his principal for the purposes therein contained.
My Commission Expires 01/31/12
	Michael T. Zelinsky
	Notary Public
	State of Connecticut
/s/ J. Neil McMurdie	County of Hartford Town of Windsor
J. Neil McMurdie
	The foregoing instrument was executed and acknowledged
	before me this 7th day of October, 2010, by J. Neil McMurdie,
Nicole L. Molleur	as attorney in fact on behalf of Lynne R. Ford.
Notary Public Within and for
The State of Connecticut
My commission expires: Nov. 30, 2014	/s/ Nicole L. Molleur
	Notary Public

IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship is created
between you and the principal. This relationship imposes on you legal responsibilities that continue until
you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the
principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise
permitted by law;

(4) keep a record of all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the
principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s
Name) by (Y our Signature) as Agent, or (your signature as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else
unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory
Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to
any instructions of the principal or, where there are no such instructions, in the principal’s best interest.;
You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if< BR>one has been named in this document, or the principal’s guardian if one has been appointed. If there is
anything about this document or your responsibilities that you do not understand, you should seek legal
advice.

Liability of the agent:

The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5,
Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the
Power of Attorney, you may b e liable under the law for your violation.