485BPOS

As filed with the Securities and Exchange			Registration No. 333-70600
Commission on December 15, 2010			Registration No. 811-05626
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM N -4
POST-EFFECTIVE AMENDMENT NO. [ 27 ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. [ ]
(Check appropriate box or boxes)
SEPARATE ACCOUNT B (Exact name of Registrant)
ING USA ANNUITY AND LIFE INSURANCE COMPANY (Name of Depositor)
1475 Dunwoody Drive West Chester, Pennsylvania 19380-1478 (Address of Depositor’s Principal Executive Offices) (Zip Code) Depositor’s Telephone Number, including Area Code (610) 425-3400
J. Neil McMurdie, Senior Counsel ING One Orange Way, C1S Windsor, CT 06095-4774 (860) 580-2824			Nicholas Morinigo, Esq. ING Americas (U.S. Legal Services) 1475 Dunwoody Drive West Chester, PA 19308-1478 (610) 425-3447
			(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practical after the effective date of the Registration Statement
	It is proposed that this filing will become effective (check appropriate box):
	X	immediately upon filing pursuant to paragraph (b) of Rule 485
		on _____________________ pursuant to paragraph (b) of Rule 485
		60 days after filing pursuant to paragraph (a)(1) of Rule 485
		on _____________________ pursuant to paragraph (a)(1) of Rule 485
	If appropriate, check the following box:
		this post-effective amendment designates a new effective date for a previously
		filed post-effective amendment.
	Title of Securities Being Registered: Group and Individual Deferred Variable Annuity Contract

PARTS A AND B

The Prospectus and the Statement of Additional Information each dated April 30, 2010 are

incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 27 by

reference to Registrant’s filing under Rule 485(b) as filed on April 21, 2010 and under Rule

497(e) as filed on June 14, 2010 and July 8, 2010.

A supplement dated December 15, 2010 to the Prospectus is included in Part A of this Post-

Effective Amendment No. 27.

ING USA Annuity and Life Insurance Company
and its Separate Account B
ING Rollover ChoiceSM Variable Annuity Contracts
Supplement dated December 15, 2010 to the Contract Prospectus, dated April 30, 2010, as amended.
The following information updates and amends certain information contained in your variable annuity Contract Prospectus. Please read it carefully and keep it with your current Contract Prospectus for future reference.
Effective July 30, 2010, ING Funds Distributor, LLC changed its name to ING Investments Distributor, LLC. Accordingly, all references to ING Funds Distributor, LLC in the Contract Prospectus are deleted and replaced with ING Investments Distributor, LLC.
Please Note: The following information only affects you if you currently invest or plan to invest in a subaccount that corresponds to the funds referenced below.
Important Information Regarding Fund Changes
1.	Effective August 31, 2010, the following fund is changed from non-diversified to diversified:
	•	ING Clarion Global Real Estate Portfolio
2.	Effective January 4, 2011, the investment objective for ING Thornburg Value Portfolio will change to “Seeks long-term capital appreciation, and secondarily current income.”
3.	Effective after the close of business on or about January 21, 2011, the following fund name changes, subadviser changes, and investment objective changes will occur:
	The ING Marsico International Opportunities Portfolio will:
	•	Change its subadviser to T. Rowe Price Associates, Inc.; and
	•	Change its name to ING T. Rowe Price International Stock Portfolio.
	The ING Oppenheimer Global Strategic Income Portfolio will:
	•	Change its subadviser to ING Investment Management Co. (“ING IM”), under an interim-subadvisory agreement;
	•	Change its name to ING Global Bond Portfolio; and
	•	Change its investment objective to “Seeks to maximize total return through a combination of current income and capital appreciation.”
	Accordingly, effective after the close of business on or about January 21, 2011, all references to ING Marsico International Opportunities Portfolio and ING Oppenheimer Global Strategic Income Portfolio in the Contract Prospectus will be deleted and replaced with ING T. Rowe Price International Stock Portfolio and ING Global Bond Portfolio, respectively.
X.70600-10C			1 of 3	December 2010

4.	Effective as of the dates noted above, the information for the ING Clarion Global Real Estate Portfolio, ING Marsico International Opportunities Portfolio, ING Oppenheimer Global Strategic Income Portfolio and ING Thornburg Value Portfolio appearing in the Contract Prospectus under Appendix B–The Funds is deleted and replaced with the following:
	Fund Name and Investment Adviser/Subadviser		Investment Objective(s)
	ING Investors Trust – ING Clarion Global Real		Seeks to provide investors with high total return, consisting of capital appreciation and current income.
	Estate Portfolio
	Investment Adviser: ING Investments, LLC
	Subadviser: ING Clarion Real Estate Securities
	LLC
	ING Partners, Inc. – ING Global Bond Portfolio		Seeks to maximize total return through a combination of current income and capital appreciation.
	(formerly ING Oppenheimer Global Strategic
	Income Portfolio)
	Investment Adviser: Directed Services LLC
	Subadviser: ING Investment Management Co.
	ING Investors Trust – ING T. Rowe Price		Seeks long-term growth of capital.
	International Stock Portfolio (formerly ING
	Marsico International Opportunities Portfolio)
	Investment Adviser: Directed Services LLC
	Subadviser: T. Rowe Price Associates, Inc.
	ING Partners, Inc. – ING Thornburg Value		Seeks long-term capital appreciation, and secondarily current income.
	Portfolio
	Investment Adviser: Directed Services LLC
	Subadviser: Thornburg Investment Management,
	Inc.
Important Information Regarding Fund Closure
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 information regarding the ING Growth and Income Portfolio (Class S) in future Contract Prospectuses.
2.	Unless you provide us with alternative allocation instructions, all future allocations directed to the subaccount that invests in ING Growth and Income Portfolio (Class S) after the date noted above will be automatically allocated proportionally among the other subaccount(s) in your current allocation.
X.70600-10C		2 of 3		December 2010

Notice of Upcoming Fund Reorganizations
1.	The Board of Trustees of ING Investors Trust and the Board of Directors of ING Partners, Inc. have approved a proposal to reorganize certain funds. Subject to shareholder approval, effective after the close of business on or about January 21, 2011, (the “Reorganization Date”) the following Disappearing Portfolios will reorganize into and become part of the following Surviving Portfolios:
	Disappearing Portfolio			Surviving Portfolio
	ING American Funds Growth-Income Portfolio			ING Growth and Income Portfolio (Class ADV)
	ING Legg Mason ClearBridge Aggressive Growth Portfolio (Class S)			ING Large Cap Growth Portfolio (Class S)
2.	As a consequence of the reorganization involving the ING American Funds Growth-Income Portfolio referenced above, effective on the Reorganization Date, Class ADV of ING Growth and Income Portfolio will automatically be added to your contract as an investment option. The information about the ING Growth-Income Portfolio in Appendix B–The Funds remains unchanged.
Important Information about the Upcoming Fund Reorganizations
	•	Prior to the Reorganization Date, you may transfer amounts allocated to a subaccount that invests in a Disappearing Portfolio to any other available subaccount or any available fixed interest option. See also the Transfers Among Your Investments section of your Contract Prospectus for further information about making transfers, including limits on transfers.
	•	On the Reorganization Date, your investment in a subaccount that invests in a Disappearing Portfolio will automatically become an investment in the subaccount that invests in the corresponding Surviving Portfolio with an equal total net asset value.
	•	You will not incur any fees or charges or any tax liability because of the reorganizations.
	•	Unless you provide us with alternative allocation instructions, all future allocations directed to the subaccounts that invest in the Disappearing Portfolios after the Reorganization Date will be automatically allocated to the subaccounts that invest in the corresponding Surviving Portfolios. You may give us alternative allocation instructions at any time by contacting our Customer Service Center at:
			Customer Service Center
			P.O. Box 9271
			Des Moines, Iowa 50306-9271
			1-800-366-0066
	•	After the Reorganization Date, each Disappearing Portfolio will no longer exist and all references to them in the Contract Prospectus will be replaced by the corresponding Surviving Portfolio.
3.	The minimum and maximum Total Annual Fund Operating Expenses shown in the Contract Prospectus will not change as a result of the reorganization. Therefore, there will be no change to the hypothetical examples shown in the Contract Prospectus.
X.70600-10C			3 of 3	December 2010

SEPARATE ACCOUNT B 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 Separate Account B:
			-	Report of Independent Registered Public Accounting Firm
			-	Statements of Assets and Liabilities as of December 31, 2009
			-	Statements of Operations for the year ended December 31, 2009
			-	Statements of Changes in Net Assets for the years ended December 31, 2009
				and 2008
			-	Notes to Financial Statements
Financial Statements of ING USA Annuity and Life Insurance Company:
			-	Report of Independent Registered Public Accounting Firm
			-	Statements of Operations for the years ended December 31, 2009, 2008 and
				2007
			-	Balance Sheets as of December 31, 2009 and 2008
			-	Statements of Changes in Shareholder’s Equity for the years ended
				December 31, 2009, 2008 and 2007
			-	Statements of Cash Flows for the years ended December 31, 2009, 2008 and
				2007
			-	Notes to Financial Statements
	(b) Exhibits
	(1	)		Resolution of the Board of Directors of ING USA Annuity and Life Insurance
				Company authorizing the establishment of the Registrant · Incorporated by reference
				to the Initial Registration Statement on Form N-4 for Separate Account B filed with
				the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600;
				811-5626).
	(2	)		Not applicable
	(3.1	)		Amendment to and Restatement of the Distribution Agreement between ING USA
				and Directed Services, Inc. effective January 1, 2004 · Incorporated herein by
				reference to Post-Effective Amendment No. 2 to a Registration Statement on Form N-
				4 for ING USA Annuity and Life Insurance Company Separate Account B filed with
				the Securities and Exchange Commission on April 9, 2004 (File Nos. 333-90516).
	(3.2	)		Master Selling Agreement · Incorporated by reference to Registration Statement on
				Form N-4 for Separate Account B filed with the Securities and Exchange Commission
				on May 12, 2006 (File Nos. 333-70600).
	(4.1	)		Variable Annuity Group Master Contract (GA-MA-1102) · Incorporated by reference
				to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for
				Separate Account B filed with the Securities and Exchange Commission on December
				11, 2001 (File Nos. 333-70600).

(4.2	)	Variable Annuity Contract (GA-IA-1102) • Incorporated by reference to Pre-Effective
		Amendment No. 1 to the Registration Statement on Form N-4 for Separate Account B
		filed with the Securities and Exchange Commission on December 11, 2001 (File No.
		333-70600).
(4.3	)	Variable Annuity Certificate (GA-CA-1102) • Incorporated by reference to Pre-
		Effective Amendment No. 1 to the Registration Statement on Form N-4 for Separate
		Account B filed with the Securities and Exchange Commission on December 11, 2001
		(File No. 333-70600).
(4.4	)	GET Fund Rider (GA-RA-1085) • Incorporated by reference to Pre-Effective
		Amendment No. 1 to the Registration Statement on Form N-4 for Separate Account B
		filed with the Securities and Exchange Commission on December 11, 2001 (File No.
		333-70600).
(4.5	)	Section 72 Rider • Incorporated by reference to Pre-Effective Amendment No. 1 to
		the Registration Statement on Form N-4 for Separate Account B filed with the
		Securities and Exchange Commission on December 11, 2001 (File No. 333-70600).
(4.6	)	Waiver of Surrender Charge Rider • Incorporated by reference to Pre-Effective
		Amendment No. 1 to the Registration Statement on Form N-4 for Separate Account B
		filed with the Securities and Exchange Commission on December 11, 2001 (File No.
		333-70600).
(4.7	)	Simple Retirement Account Rider • Incorporated herein by reference to Post-Effective
		Amendment No. 34 to a Registration Statement on Form N-4 for Golden American
		Life Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on April 15, 2003 (File No. 033-23351).
(4.8	)	403(b) Rider • Incorporated herein by reference to Post-Effective Amendment No. 34
		to a Registration Statement on Form N-4 for Golden American Life Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on
		April 15, 2003 (File No. 033-23351).
(4.9	)	Individual Retirement Annuity Rider • Incorporated herein by reference to Post-
		Effective Amendment No. 34 to a Registration Statement on Form N-4 for Golden
		American Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on April 15, 2003 (File No. 033-23351).
(4.10	)	ROTH Individual Retirement Annuity Rider • Incorporated herein by reference to
		Post-Effective Amendment No. 34 to a Registration Statement on Form N-4 for
		Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on April 15, 2003 (File No. 033-23351).
(4.11	)	Death Benefit Option Package Endorsement (GA-RA-1117) • Incorporated herein by
		reference to Post-Effective Amendment No. 4 to a Registration Statement on Form N-
		4 for Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on August 1, 2003 (File No. 333-70600).
(4.12	)	Company Address and Name Change Endorsement • Incorporated herein by reference
		to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for
		ING USA Annuity and Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on February 13, 2004 (File No. 333-28679).

(4.13	)	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Life Pay)
		(IU-RA-3023) • Incorporated by reference to Post-Effective Amendment No. 15 to
		Registration Statement on Form N-4 for Separate Account B filed with the Securities
		and Exchange Commission on July 20, 2006 (File No. 333-70600).
(4.14	)	Sample Schedule Page Entries for Minimum Guaranteed Withdrawal Benefit Rider
		with Reset (Life Pay) (IU-RA-3023) • Incorporated by reference to Post-Effective
		Amendment No. 15 to Registration Statement on Form N-4 for Separate Account B
		filed with the Securities and Exchange Commission on July 20, 2006 (File No. 333-
		70600).
(4.15	)	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Joint Life
		Pay) (IU-RA-3029) • Incorporated by reference to Post-Effective Amendment No. 15
		to Registration Statement on Form N-4 for Separate Account B filed with the
		Securities and Exchange Commission on July 20, 2006 (File No. 333-70600).
(4.16	)	Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING Joint
		Life Pay) (IU-RA-3061) • Incorporated by reference to Post-Effective Amendment
		No. 20 to Registration Statement on Form N-4 for Separate Account B filed with the
		Securities and Exchange Commission on August 15, 2007 (File No. 333-70600).
(4.17	)	Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (Life Pay)
		(IU-RA-3062) • Incorporated by reference to Post-Effective Amendment No. 20 to
		Registration Statement on Form N-4 for Separate Account B filed with the Securities
		and Exchange Commission on August 15, 2007 (File No. 333-70600).
(4.18	)	Surrender Charge Endorsement (IU-RA-3018) to Contract GA-IA-1102 and
		Certificate GA-CA-1102 and Master Contract GA-MA-1102 • Incorporated by
		reference to Post-Effective Amendment No. 25 to Registration Statement on Form N-
		4 for Separate Account B filed with the Securities and Exchange Commission on
		April 30, 2009 (File No. 333-70600).
(4.19	)	Minimum Guaranteed Income Benefit Rider (IU-RA-3030) • Incorporated by
		reference to Post-Effective Amendment No. 25 to Registration Statement on Form N-
		4 for Separate Account B filed with the Securities and Exchange Commission on
		April 30, 2009 (File No. 333-70600).
(4.20	)	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (IU-
		RA-3077) • Incorporated by reference to Post-Effective Amendment No. 25 to
		Registration Statement on Form N-4 for Separate Account B filed with the Securities
		and Exchange Commission on April 30, 2009 (File No. 333-70600).
(4.21	)	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (IU-
		RA-3078) • Incorporated by reference to Post-Effective Amendment No. 25 to
		Registration Statement on Form N-4 for Separate Account B filed with the Securities
		and Exchange Commission on April 30, 2009 (File No. 333-70600).
(4.22	)	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider
		(Life Pay Plus) (IU-RA-4010(DE)(RC)) • Incorporated by reference to Post-Effective
		Amendment No. 25 to Registration Statement on Form N-4 for Separate Account B
		filed with the Securities and Exchange Commission on April 30, 2009 (File No. 333-
		70600).

(4.23	)	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider
		(Life Pay Plus) (IU-RA-4011(DE)(RC)) • Incorporated by reference to Post-Effective
		Amendment No. 25 to Registration Statement on Form N-4 for Separate Account B
		filed with the Securities and Exchange Commission on April 30, 2009 (File No. 333-
		70600).
(5.1	)	Variable Annuity Application (GA-CDF-1105(08/06)) • Incorporated by reference to
		Post-Effective Amendment No. 16 to Registration Statement on Form N-4 for
		Separate Account B filed with the Securities and Exchange Commission on August 3,
		2006 (File No. 333-70600).
(5.2	)	Variable Annuity Application (GA-CDF-1105(08/07)) • Incorporated by reference to
		Post-Effective Amendment No. 20 to Registration Statement on Form N-4 for
		Separate Account B filed with the Securities and Exchange Commission on August
		15, 2007 (File No. 333-70600).
(5.3	)	Deferred Variable Annuity Application (GA-CDF-1105(12/08)) • Incorporated by
		reference to Post-Effective Amendment No. 25 to Registration Statement on Form N-
		4 for Separate Account B filed with the Securities and Exchange Commission on
		April 30, 2009 (File No. 333-70600).
(6.1	)	Restated Articles of Incorporation Providing for the Redomestication of Golden
		American Life Insurance Company dated July 2 and 3, 2003, effective January 1,
		2004 • Incorporated by reference to Company's 10-K, as filed with the SEC on
		March 29, 2004 (File No. 033-87270).
(6.2	)	Amendment to Articles of Incorporation Providing for the Name Change of Golden
		American Life Insurance Company dated November 20, 2003, effective January 1,
		2004 • Incorporated by reference to the Company's 10-K, as filed with the SEC on
		March 29, 2004 (File No. 033-87270).
(6.3	)	Amendment to Articles of Incorporation Providing for the Change in Purpose and
		Powers of ING USA Annuity and Life Insurance Company dated March 3 and 4,
		2004, effective March 11, 2004 • Incorporated by reference to the Company's 10-Q, as
		filed with the SEC on May 17, 2004 (File No. 033-87270).
(6.4	)	Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company,
		effective January 1, 2005 • Incorporated by reference to Registrant’s Form 10-K as
		filed with the Securities and Exchange Commission on May 13, 2005 (File No. 33-
		87270).
(6.5	)	Resolution of the Board of Directors for Powers of Attorney, dated (04/23/99) •
		Incorporated by reference to Post-Effective Amendment No. 3 to a Registration
		Statement on Form N-4 for Golden American Life Insurance Separate Account B filed
		with the Securities and Exchange Commission on April 23, 1999 (File No. 333-
		28679).
(7	)	Not applicable

(8.1	)	Amended and Restated Participation Agreement as of June 26, 2009 by and among
		ING Life Insurance and Annuity Company, Fidelity Distributors Corporation,
		Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable
		Insurance Products Fund III, Variable Insurance Products Fund IV and Variable
		Insurance Products Fund V • Incorporated by reference to Post-Effective Amendment
		No. 56 to Registration Statement on Form N-4 (File No. 333-01107), as filed on
		December 18, 2009.
(8.2	)	First Amendment as of June 26, 2009 to Participation Agreement as of June 26, 2009
		by and among ING Life Insurance and Annuity Company, Fidelity Distributors
		Corporation, Variable Insurance Products Fund, Variable Insurance Products Fund II,
		Variable Insurance Products Fund III, Variable Insurance Products Fund IV and
		Variable Insurance Products Fund V • Incorporated by reference to Post-Effective
		Amendment No. 56 to Registration Statement on Form N-4 (File No. 333-01107), as
		filed on December 18, 2009.
(8.3	)	Letter Agreement dated May 16, 2007 between Reliastar Life Insurance Company of
		New York, Fidelity Distributors Corporation, Variable Insurance Products Fund,
		Variable Insurance Products Fund II and Variable Insurance Products Fund V •
		Incorporated by reference to Pre-Effective Amendment No. 2 to Registration
		Statement on Form N-4 (File No. 333-139695), as filed on September 5, 2007.
(8.4	)	Service Agreement effective as of June 1, 2002 by and between Fidelity Investments
		Institutional Operations Company, Inc. and ING Financial Advisers, LLC •
		Incorporated by reference to Post-Effective Amendment No. 33 to Registration
		Statement on Form N-4 (File No. 033-75988), as filed on August 5, 2004.
(8.5	)	Service Contract effective as of June 1, 2002 and amended on June 20, 2003 by and
		between Directed Services, Inc., ING Financial Advisers, LLC, and Fidelity
		Distributors Corporation • Incorporated by reference to Post-Effective Amendment
		No. 33 to Registration Statement on Form N-4 (File No. 033-75988), as filed on
		August 5, 2004.
(8.6	)	First Amendment effective April 1, 2005 to Service Contract between Fidelity
		Distributors Corporation and ING Financial Advisers, Inc. dated June 1, 2002 and
		amended on June 20, 2003 • Incorporated by reference to Post-Effective Amendment
		No. 47 to Registration Statement on Form N-4 (File No. 033-75962), as filed on
		November 21, 2006.
(8.7	)	Second Amendment effective April 1, 2006 to Service Contract between Fidelity
		Distributors Corporation and ING Financial Advisers, Inc. dated June 1, 2002 and
		amended on June 20, 2003 and April 1, 2005 • Incorporated by reference to Post-
		Effective Amendment No. 47 to Registration Statement on Form N-4 (File No. 033-
		75962), as filed on November 21, 2006.

(8.8	)	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of
		October 16, 2007 between Fidelity Distributors Corporation, ING Life Insurance and
		Annuity Company, ING National Trust, ING USA Annuity and Life Insurance
		Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
		New York, Security Life of Denver Insurance Company and Systematized Benefits
		Administrators Inc. • Incorporated by reference to Post-Effective Amendment No. 50
		to Registration Statement on Form N-4 (File No. 033-75962), as filed on June 15,
		2007.
(8.9	)	Amended and Restated Participation Agreement as of December 30, 2005 by and
		among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton
		Distributors, Inc., ING Life Insurance and Annuity Company, ING USA Annuity and
		Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
		Company of New York and Directed Services, Inc. • Incorporated by reference to
		Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No.
		333-85618), as filed on February 1, 2007.
(8.10	)	Amendment effective June 5, 2007 to Amended and Restated Participation Agreement
		as of December 30, 2005 by and among Franklin Templeton Variable Insurance
		Products Trust, Franklin/Templeton Distributors, Inc., ING Life Insurance and
		Annuity Company, ING USA Annuity and Life Insurance Company, ReliaStar Life
		Insurance Company, ReliaStar Life Insurance Company of New York and Directed
		Services, LLC • Incorporated by reference to Pre-Effective Amendment No. 1 to
		Registration Statement on Form N-4 (File No. 333-139695), as filed on July 6, 2007.
(8.11	)	Amended and Restated Administrative Services Agreement executed as of October 3,
		2005 between Franklin Templeton Services, LLC, ING Life Insurance and Annuity
		Company, ING Insurance Company of America, ING USA Annuity and Life
		Insurance Company and ReliaStar Life Insurance Company • Incorporated by
		reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-
		4 (File No. 033-81216), as filed on April 11, 2006.
(8.12	)	Rule 22c-2 Shareholder Information Agreement (Franklin Templeton Variable
		Insurance Products Trust) entered into as of April 16, 2007 among
		Franklin/Templeton Distributors, Inc., ING Life Insurance and Annuity Company,
		ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company
		and ReliaStar Life Insurance Company of New York • Incorporated by reference to
		Post-Effective Amendment No. 50 to Registration Statement on Form N-4 (File No.
		033-75962), as filed on June 15, 2007.
(8.13	)	Participation Agreement dated April 30, 2003 among ING Life Insurance and Annuity
		Company, The GCG Trust (renamed effective May 1, 2003, ING Investors Trust) and
		Directed Services, Inc. • Incorporated by reference to Post-Effective Amendment No.
		54 to Registration Statement on Form N-1A (File No. 033-23512), as filed on August
		1, 2003.

(8.14	)	Amendment dated October 9, 2006 to the Participation Agreement dated April 30,
		2003 among ING Life Insurance and Annuity Company, ING Investors Trust and
		Directed Services, Inc. • Incorporated by reference to Post-Effective Amendment No.
		47 to Registration Statement on Form N-4 (File No. 033-75962), as filed on
		November 21, 2006.
(8.15	)	Second Amended and Restated Fund Participation Agreement dated September 2,
		2003 as amended and restated on May 17, 2004 and further amended and restated on
		January 1, 2007 among ING USA Annuity and Life Insurance Company, ReliaStar
		Life Insurance Company of New York, ING Investors Trust, ING Investments, LLC,
		ING Funds and Distributors, LLC, American Funds Insurance Series and Capital
		Research and Management Company • Incorporated by reference to Pre-Effective
		Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-139695), as
		filed on July 6, 2007.
(8.16	)	Participation Agreement made as of April 29, 2010 by and 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 • Incorporated by reference to Post-Effective
		Amendment No. 54 to Registration Statement on Form N-4 (File No. 333-28679), as
		filed on December 15, 2010.
(8.17	)	Participation Agreement dated as of November 28, 2001 among Portfolio Partners,
		Inc., Aetna Life Insurance and Annuity Company and Aetna Investment Services,
		LLC • Incorporated by reference to Post-Effective Amendment No. 30 to Registration
		Statement on Form N-4 (File No. 033-75962), as filed on April 8, 2002.
(8.18	)	Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be renamed ING
		Partners, Inc. effective May 1, 2002), Aetna Life Insurance and Annuity Company (to
		be renamed ING Life Insurance and Annuity Company effective May 1, 2002) and
		Aetna Investment Services, LLC (to be renamed ING Financial Advisers, LLC) to
		Participation Agreement dated November 28, 2001 • Incorporated by reference to
		Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No.
		033-75962), as filed on April 8, 2002.
(8.19	)	Amendment dated May 1, 2003 between ING Partners, Inc., ING Life Insurance and
		Annuity Company and ING Financial Advisers, LLC to the Participation Agreement
		dated as of November 28, 2001 and subsequently amended on March 5, 2002 •
		Incorporated by reference to Post-Effective Amendment No. 28 to Registration
		Statement on Form N-4 (File No. 033-75988), as filed on April 10, 2003.
(8.20	)	Amendment dated November 1, 2004 to the Participation Agreement between ING
		Partners, Inc., ING Life Insurance and Annuity Company and ING Financial
		Advisers, LLC dated as of November 28, 2001 and subsequently amended on March
		5, 2002 and May 1, 2003 • Incorporated by reference to Post-Effective Amendment
		No. 20 to Registration Statement on Form N-1A (File No. 333-32575), as filed on
		April 1, 2005.

(8.21	)	Amendment dated April 29, 2005 to the Participation Agreement between ING
		Partners, Inc., ING Life Insurance and Annuity Company and ING Financial
		Advisers, LLC dated as of November 28, 2001 and subsequently amended on March
		5, 2002, May 1, 2003 and November 1, 2004 • Incorporated by reference to Post-
		Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 033-
		81216), as filed on April 11, 2006.
(8.22	)	Amendment dated August 31, 2005 to the Participation Agreement between ING
		Partners, Inc., ING Life Insurance and Annuity Company and ING Financial
		Advisers, LLC dated November 28, 2001 and subsequently amended on March 5,
		2002, May 1, 2003, November 1, 2004 and April 29, 2005 • Incorporated by reference
		to Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No.
		033-81216), as filed on April 11, 2006.
(8.23	)	Amendment dated December 7, 2005 to the Participation Agreement between ING
		Partners, Inc., ING Life Insurance and Annuity Company and ING Financial
		Advisers, LLC dated as of November 28, 2001 and subsequently amended on March
		5, 2002, May 1, 2003, November 1, 2004, April 29, 2005, and August 31, 2005 •
		Incorporated by reference to Post-Effective Amendment No. 32 to Registration
		Statement on Form N-4 (File No. 033-81216), as filed on April 11, 2006.
(8.24	)	Amendment dated April 28, 2006 to the Participation Agreement between ING
		Partners, Inc., ING Life Insurance and Annuity Company and ING Financial
		Advisers, LLC dated as of November 28, 2001 and subsequently amended on March
		5, 2002, May 1, 2003, November 1, 2004, April 29, 2005, August 31, 2005 and
		December 7, 2005 • Incorporated by reference to Registration Statement on Form N-4
		(File No. 333-134760), as filed on June 6, 2006.
(8.25	)	Shareholder Servicing Agreement (Service Class Shares) dated as of November 27,
		2001 between Portfolio Partners, Inc. and Aetna Life Insurance and Annuity Company
		• Incorporated by reference to Post-Effective Amendment No. 30 to Registration
		Statement on Form N-4 (File No. 033-75962), as filed on April 8, 2002.
(8.26	)	Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be renamed ING
		Partners, Inc. effective May 1, 2002) and Aetna Life Insurance and Annuity Company
		(to be renamed ING Life Insurance and Annuity Company effective May 1, 2002) to
		the Shareholder Servicing Agreement (Service Class Shares) dated November 27,
		2001 • Incorporated by reference to Post-Effective Amendment No. 30 to Registration
		Statement on Form N-4 (File No. 033-75962), as filed on April 8, 2002.
(8.27	)	Amendment dated May 1, 2003 to the Shareholder Servicing Agreement (Service
		Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity
		Company dated November 27, 2001, as amended on March 5, 2002 • Incorporated by
		reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-
		4 (File No. 033-75988), as filed on April 10, 2003.

(8.28	)	Amendment dated November 1, 2004 to the Shareholder Servicing Agreement
		(Service Class Shares) by and between ING Partners, Inc. and ING Life Insurance and
		Annuity Company dated November 27, 2001, as amended on March 5, 2002 and May
		1, 2003 • Incorporated by reference to Initial Registration Statement on Form N-4
		(File No. 333-134760), as filed on June 6, 2006.
(8.29	)	Amendment dated April 29, 2005 to the Shareholder Servicing Agreement (Service
		Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity
		Company dated November 27, 2001, and amended on March 5, 2002, May 1, 2003
		and November 1, 2004 • Incorporated by reference to Post-Effective Amendment No.
		32 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 11,
		2006.
(8.30	)	Amendment dated December 7, 2005 to the Shareholder Servicing Agreement
		(Service Class Shares) by and between ING Partners, Inc. and ING Life Insurance and
		Annuity Company dated November 27, 2001, and amended on March 5, 2002, May 1,
		2003, November 1, 2004 and April 29, 2005 • Incorporated by reference to Initial
		Registration Statement on Form N-4 (File No. 333-134760), as filed on June 6, 2006.
(8.31	)	Amendment dated April 28, 2006 to the Shareholder Servicing Agreement (Service
		Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity
		Company dated November 27, 2001, and amended on March 5, 2002, May 1, 2003,
		November 1, 2004, April 29, 2005 and December 7, 2005 • Incorporated by reference
		to Registration Statement on Form N-4 (File No. 333-134760), as filed on June 6,
		2006.
(8.32	)	Fund Participation Agreement dated as of May 1, 1998 by and among Aetna Life
		Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore
		Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
		each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series,
		Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus Investment
		Management, Inc. • Incorporated by reference to Registration Statement on Form N-4
		(File No. 333-56297), as filed on June 8, 1998.
(8.33	)	Amendment dated November 9, 1998 to Fund Participation Agreement dated as of
		May 1, 1998 by and among Aetna Life Insurance and Annuity Company and Aetna
		Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced
		VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios,
		Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of
		its series and Aeltus Investment Management, Inc. • Incorporated by reference to
		Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No.
		333-56297), as filed on December 14, 1998.

(8.34	)	Second Amendment dated December 31, 1999 to Fund Participation Agreement dated
		as of May 1, 1998 and amended on November 9, 1998 by and among Aetna Life
		Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore
		Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
		each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series,
		Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus Investment
		Management, Inc. • Incorporated by reference to Post-Effective Amendment No. 19
		to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 16,
		2000.
(8.35	)	Third Amendment dated February 11, 2000 to Fund Participation Agreement dated as
		of May 1, 1998 and amended on November 9, 1998 and December 31, 1999 by and
		among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna
		Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET
		Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of
		each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series and
		Aeltus Investment Management, Inc. • Incorporated by reference to Post-Effective
		Amendment No. 20 to Registration Statement on Form N-4 (File No. 333-01107), as
		filed on April 4, 2000.
(8.36	)	Fourth Amendment dated May 1, 2000 to Fund Participation Agreement dated as of
		May 1, 1998 and amended on November 9, 1998, December 31, 1999 and February
		11, 2000 by and among Aetna Life Insurance and Annuity Company and Aetna
		Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced
		VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios,
		Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of
		its series and Aeltus Investment Management, Inc. • Incorporated by reference to
		Post-Effective Amendment No. 20 to Registration Statement on Form N-4 (File No.
		333-01107), as filed on April 4, 2000.
(8.37	)	Fifth Amendment dated February 27, 2001 to Fund Participation Agreement dated as
		of May 1, 1998 and amended on November 9, 1998, December 31, 1999, February 11,
		2000 and May 1, 2000 by and among Aetna Life Insurance and Annuity Company and
		Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
		Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
		Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on
		behalf of each of its series and Aeltus Investment Management, Inc. • Incorporated by
		reference to Post-Effective Amendment No. 24 to Registration Statement on Form N-
		4 (File No. 333-01107), as filed on April 13, 2001.

(8.38	)	Sixth Amendment dated June 19, 2001 to Fund Participation Agreement dated as of
		May 1, 1998 and amended on November 9, 1998, December 31, 1999, February 11,
		2000, May 1, 2000 and February 27, 2001 among Aetna Life Insurance and Annuity
		Company, Aeltus Investment Management, Inc. and Aetna Variable Fund, Aetna
		Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET
		Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of
		each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series •
		Incorporated by reference to Post-Effective Amendment No. 32 to Registration
		Statement on Form N-4 (File No. 033-75988), as filed on April 13, 2004.
(8.39	)	Service Agreement effective as of May 1, 1998 between Aeltus Investment
		Management, Inc. and Aetna Life Insurance and Annuity Company in connection with
		the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
		Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series,
		Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable
		Portfolios, Inc. on behalf of each of its series • Incorporated by reference to
		Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998.
(8.40	)	Amendment dated November 4, 1998 and effective as of October 15, 1998 to Service
		Agreement effective as of May 1, 1998 between Aeltus Investment Management, Inc.
		and Aetna Life Insurance and Annuity Company in connection with the sale of shares
		of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
		Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
		Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on
		behalf of each of its series • Incorporated by reference to Post-Effective Amendment
		No. 2 to Registration Statement on Form N-4 (File No. 333-56297), as filed on
		December 14, 1998.
(8.41	)	Second Amendment dated February 11, 2000 to Service Agreement effective as of
		May 1, 1998 and amended on November 4, 1998 between Aeltus Investment
		Management, Inc. and Aetna Life Insurance and Annuity Company in connection with
		the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
		Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series,
		Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable
		Portfolios, Inc. on behalf of each of its series • Incorporated by reference to Post-
		Effective Amendment No. 20 to Registration Statement on Form N-4 (File No. 333-
		01107), as filed on April 4, 2000.
(8.42	)	Third Amendment dated May 1, 2000 to Service Agreement effective as of May 1,
		1998 and amended on November 4, 1998 and February 11, 2000 between Aeltus
		Investment Management, Inc. and Aetna Life Insurance and Annuity Company in
		connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore
		Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
		each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series and
		Aetna Variable Portfolios, Inc. on behalf of each of its series • Incorporated by
		reference to Post-Effective Amendment No. 20 to Registration Statement on Form N-
		4 (File No. 333-01107), as filed on April 4, 2000.

(8.43	)	Fourth Amendment dated as of June 26, 2001 to Service Agreement with Investment
		Advisor effective as of May 1, 1998, as amended on November 4, 1998, February 11,
		2000 and May 1, 2000 between Aeltus Investment Management, Inc. and Aetna Life
		Insurance and Annuity Company in connection with the sale of shares of Aetna
		Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced
		VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios,
		Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of
		each of its series • Incorporated by reference to Post-Effective Amendment No. 32 to
		Registration Statement on Form N-4 (File No. 033-75988), as filed on April 13, 2004.
(8.44	)	Fund Participation Agreement dated as of May 1, 2001 among Pilgrim Variable
		Products Trust, Aetna Life Insurance and Annuity Company and ING Pilgrim
		Securities, Inc. • Incorporated by reference to Post-Effective Amendment No. 26 to
		Registration Statement on Form N-4 (File No. 333-01107), as filed on July 13, 2001.
(8.45	)	Amendment dated August 30, 2002 between ING Life Insurance and Annuity
		Company, ING Variable Products Trust (formerly known as Pilgrim Variable
		Products Trust) and ING Funds Distributor to Fund Participation Agreement dated
		May 1, 2001 • Incorporated by reference to Post-Effective Amendment No. 28 to
		Registration Statement on Form N-4 (File No. 033-75988), as filed on April 10, 2003.
(8.46	)	Administrative and Shareholder Services Agreement dated April 1, 2001 between
		ING Funds Services, LLC and ING Life Insurance and Annuity Company
		(Administrator for ING Variable Products Trust) • Incorporated by reference to Post-
		Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 033-
		75988), as filed on April 10, 2003.
(8.47	)	Rule 22c-2 Agreement dated no later than April 16, 2007 is effective October 16,
		2007 between ING Funds Services, LLC, ING Life Insurance and Annuity Company,
		ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life
		Insurance Company, ReliaStar Life Insurance Company of New York, Security Life
		of Denver Insurance Company and Systematized Benefits Administrators Inc. •
		Incorporated by reference to Post-Effective Amendment No. 50 to Registration
		Statement on Form N-4 (File No. 033-75962), as filed on June 15, 2007.
(8.48	)	Fund Participation Agreement dated March 11, 1997 between Aetna Life Insurance
		and Annuity Company, Oppenheimer Variable Annuity Account Funds and
		OppenheimerFunds, Inc. • Incorporated by reference to Post-Effective Amendment
		No. 27 to Registration Statement on Form N-4 (File No. 033-34370), as filed on April
		16, 1997.
(8.49	)	First Amendment dated December 1, 1999 to Fund Participation Agreement between
		Aetna Life Insurance and Annuity Company, Oppenheimer Variable Annuity Account
		Funds and OppenheimerFunds, Inc. dated March 11, 1997 • Incorporated by reference
		to Post-Effective Amendment No. 19 to Registration Statement on Form N-4 (File No.
		333-01107), as filed on February 16, 2000.

(8.50	)	Second Amendment dated May 1, 2004 to Fund Participation Agreement between
		ING Life Insurance and Annuity Company, OppenheimerFunds, Inc. and
		Oppenheimer Variable Annuity Account Funds dated March 11, 1997 and amended
		December 1, 1999 • Incorporated by reference to Post-Effective Amendment No. 39
		to Registration Statement on Form N-4 (File No. 033-75988), as filed on April 10,
		2007.
(8.51	)	Third Amendment dated August 15, 2007 to Fund Participation Agreement between
		ING Life Insurance and Annuity Company, OppenheimerFunds, Inc. and
		Oppenheimer Variable Annuity Account Funds dated March 11, 1997, and amended
		on December 1, 1999 and May 1, 2004 • Incorporated by reference to Post-Effective
		Amendment No. 46 to Registration Statement on Form N-4 (File No. 333-01107), as
		filed on February 15, 2008.
(8.52	)	Service Agreement effective as of March 11, 1997 between OppenheimerFunds, Inc.
		and Aetna Life Insurance and Annuity Company • Incorporated by reference to Post-
		Effective Amendment No. 27 to Registration Statement on Form N-4 (File No. 033-
		34370), as filed on April 16, 1997.
(8.53	)	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of
		October 16, 2007 between Oppenheimer Funds Services, ING Life Insurance and
		Annuity Company, ING National Trust, ING USA Annuity and Life Insurance
		Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
		New York, Security Life of Denver Insurance Company and Systematized Benefits
		Administrators Inc. • Incorporated by reference to Pre-Effective Amendment No. 50
		to Registration Statement on Form N-4 (File No. 033-75962), as filed on June 15,
		2007.
(8.54	)	Participation Agreement dated as of May 1, 2004 among ING Life Insurance and
		Annuity Company, ReliaStar Life Insurance Company, PIMCO Variable Insurance
		Trust and PA Distributors LLC • Incorporated by reference to Post-Effective
		Amendment No. 38 to Registration Statement on Form N-4 (File No. 333-01107), as
		filed on February 11, 2005.
(8.55	)	First Amendment dated August 15, 2007 to Participation Agreement by and between
		ING Life Insurance and Annuity Company, ReliaStar Life Insurance Company,
		PIMCO Variable Insurance Trust and Allianz Global Investors Distributors LLC dated
		as of May 1, 2004 • Incorporated by reference to Post-Effective Amendment No. 51
		to Registration Statement on Form N-4 (File No. 333-01107), as filed on May 23,
		2008.
(8.56	)	Services Agreement dated as of May 1, 2004 between PIMCO Variable Insurance
		Trust (the “Trust”), ING Life Insurance and Annuity Company and ReliaStar Life
		Insurance Company • Incorporated by reference to Post-Effective Amendment No. 38
		to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 11,
		2005.

(8.57	)	First Amendment dated August 15, 2007 to Services Agreement between PIMCO
		Variable Insurance Trust, ING Life Insurance and Annuity Company and ReliaStar
		Life Insurance Company dated as of May 1, 2004 • Incorporated by reference to Post-
		Effective Amendment No. 51 to Registration Statement on Form N-4 (File No. 333-
		01107), as filed on May 23, 2008.
(8.58	)	Services Agreement effective as of May 1, 2004 between Pacific Investment
		Management Company LLC (“PIMCO”), ING Life Insurance and Annuity Company
		and ReliaStar Life Insurance Company • Incorporated by reference to Post-Effective
		Amendment No. 38 to Registration Statement on Form N-4 (File No. 333-01107), as
		filed on February 11, 2005.
(8.59	)	First Amendment dated August 15, 2007 to Services Agreement between Pacific
		Investment Management Company LLC (“PIMCO”), ING Life Insurance and Annuity
		Company, ReliaStar Life Insurance Company and Allianz Global Investors
		Distributors LLC effective as of May 1, 2004 • Incorporated by reference to Post-
		Effective Amendment No. 51 to Registration Statement on Form N-4 (File No. 333-
		01107), as filed on May 23, 2008.
(8.60	)	Rule 22c-2 Agreement dated no later than April 16, 2007, is effective as of the 16th
		day of October, 2007 between Allianz Global Investors Distributors LLC, ING Life
		Insurance and Annuity Company, ING National Trust, ING USA Annuity and Life
		Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
		Company of New York, Security Life of Denver Insurance Company and
		Systematized Benefits Administrators Inc. • Incorporated by reference to Pre-
		Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-
		139695), as filed on July 6, 2007.
(8.61	)	Participation Agreement made and entered into as of July 1, 2001 by and among
		Pioneer Variable Contracts Trust, Aetna Life Insurance and Annuity Company,
		Pioneer Investment Management, Inc. and Pioneer Funds Distributor, Inc. •
		Incorporated by reference to Post-Effective Amendment No. 27 to Registration
		Statement on Form N-4 (File No. 333-01107), as filed on October 26, 2001.
(8.62	)	Amendment No. 1 is made and entered into as of May 1, 2004 to Participation
		Agreement between Pioneer Variable Contracts Trust and ING Life Insurance and
		Annuity Company f/k/a Aetna Life Insurance and Annuity Company, Pioneer
		Investment Management, Inc. and Pioneer Funds Distributor, Inc. dated July 1, 2001 •
		Incorporated by reference to Post-Effective Amendment No. 40 to Registration
		Statement on Form N-4 (File No. 033- 75962), as filed on April 13, 2005.
(8.63	)	Amendment No. 2 is made and entered into as of August 15, 2007 to Participation
		Agreement between Pioneer Variable Contracts Trust, ING Life Insurance and
		Annuity Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
		Company of New York, Pioneer Investment Management, Inc. and Pioneer Funds
		Distributor, Inc. made and entered into as of July 1, 2001 and as amended on May 1,
		2004 • Incorporated by reference to Post-Effective Amendment No. 2 to Registration
		Statement on Form N-4 (File No. 333- 139695), as filed on December 21, 2007.

(8.64	)	Rule 22c-2 Agreement dated March 1, 2007 and is effective as of October 16, 2007
		between Pioneer Investment Management Shareholder Services, Inc., ING Life
		Insurance and Annuity Company, ING National Trust, ING USA Annuity and Life
		Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
		Company of New York, Security Life of Denver Insurance Company and
		Systematized Benefits Administrators Inc. • Incorporated by reference to Post-
		Effective Amendment No. 50 to Registration Statement on Form N-4 (File No. 033-
		75962), as filed on June 15, 2007.
(9	)	Opinion and Consent of Counsel
(10	)	Consent of Independent Registered Public Accounting Firm
(11	)	Not applicable
(12	)	Not applicable
(13	)	Powers of Attorney

Item 25. Directors and Officers of the Depositor*

Name and Principal	Positions and Offices with
Business Address	Depositor
Michael S. Smith1	Director and President
Thomas J. McInerney2	Director and Chairman
Lynne R. Ford3	Director
Robert G. Leary3	Director
Catherine H. Smith2	Director and Senior Vice President
Ewout L. Steenbergen3	Director, Executive Vice President and Chief
	Financial Officer
Donald W. Britton4	Director
Steven T. Pierson4	Senior Vice President and Chief Accounting Officer
Boyd G. Combs4	Senior Vice President, Tax
Mark B. Kaye2	Senior Vice President
Timothy T. Matson2	Senior Vice President
Daniel P. Mulheran5	Senior Vice President
David S. Pendergrass4	Senior Vice President and Treasurer
Prakash Shimpi3	Senior Vice President
Linda E. Senker1	Vice President and Chief Compliance Officer
Joy M. Benner1	Secretary

*	These individuals may also be directors and/or officers of other affiliates of the Company.
1	The principal business address of this director and these officers is 1475 Dunwoody Drive,
	West Chester, Pennsylvania 19380.
2	The principal business address of these directors and these officers is One Orange Way,
	Windsor, Connecticut 06095-4774.
3	The principal business address of these directors and this officer is 230 Park Avenue, 13th
	Floor, New York, New York 10169.
4	The principal business address of this director and these officers is 5780 Powers Ferry Road,
	N.W., Atlanta, Georgia 30327.

5      The principal business address of this officer is 20 Washington Avenue South,
Minneapolis, Minnesota 55401.

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 November 30, 2010, there were 315,575 qualified contract owners and 186,782 non-
qualified contract owners in ING USA’s Separate Account B.

Item 28. Indemnification

ING USA shall indemnify (including therein the prepayment of expenses) any person who is or
was a director, officer or employee, or who is or was serving at the request of ING USA as a
director, officer or employee of another corporation, partnership, joint venture, trust or other
enterprise for expenses (including attorney’s fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him with respect to any threatened, pending or
completed action, suit or proceedings against him by reason of the fact that he is or was such a
director, officer or employee to the extent and in the manner permitted by law.

ING USA may also, to the extent permitted by law, indemnify any other person who is or was
serving ING USA in any capacity. The Board of Directors shall have the power and authority to
determine who may be indemnified under this paragraph and to what extent (not to exceed the
extent provided in the above paragraph) any such person may be indemnified.

ING USA or its parents may purchase and maintain insurance on behalf of any such person or
persons to be indemnified under the provision in the above paragraphs, against any such liability
to the extent permitted by law.

A corporation may procure indemnification insurance on behalf of an individual who is or was a
director of the corporation. Consistent with the laws of the State of Connecticut, ING America
Insurance Holdings, Inc. maintains Professional Liability and fidelity bond insurance policies
issued by an international insurer. The policies cover ING America Insurance Holdings, Inc. and
any company in which ING America Insurance Holdings, Inc. has a controlling financial interest
of 50% or more. These policies include the principal underwriter, as well as the depositor and
any/all assets under the care, custody and control of ING America Insurance Holdings, Inc.
and/or its subsidiaries. The policies provide for the following types of coverage: errors and
omissions/professional liability, employment practices liability and fidelity/crime.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended,
may be permitted to directors, officers and controlling persons of the Registrant, as provided
above or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification by the Depositor is against public policy, as expressed in the Securities Act of
1933, and therefore may be unenforceable. In the event that a claim of such indemnification
(except insofar as it provides for the payment by the Depositor of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action, suit or proceeding)
is asserted against the Depositor by such director, officer or controlling person and the SEC is
still of the same opinion, the Depositor or Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by the Depositor is against public policy as expressed
by the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Item 29. Principal Underwriter

(a)

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 officers and directors of Directed Services LLC, the Registrant’s Distributor. The principal business address for each officer and director following is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478, unless otherwise noted.

Name and Principal Business Address	Positions and Offices with Underwriter
Ann Hughes	President and Director
Frisco, TX 75035
William L. Lowe	Director
One Orange Way
Windsor, Ct 06095-4774
Shaun P. Mathews	Executive Vice President
10 State House Square
Hartford, CT 06103
Kimberly Anderson	Senior Vice President
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258
Joseph M. O’Donnell	Senior Vice President and Investment Advisor
7337 E. Doubletree Ranch Road	Chief Compliance Officer
Scottsdale, AZ 85258

Michael J. Roland	Senior Vice President
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258
Stanley D. Vyner	Senior Vice President
230 Park Ave., 13th Floor
New York, NY 10169
Richard E. Gelfand	Chief Financial Officer
William Wilcox	Chief Compliance Officer
One Orange Way
Windsor, CT 06095-4774
Julius A. Drelick, III	Vice President
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258
William A. Evans	Vice President
10 State House Square
Hartford, CT 06103
Heather Hackett	Vice President
230 Park Ave., 13th Floor
New York, NY 10169
Jody H. Hrazanek	Vice President
230 Park Ave.
New York, NY 10169
Todd R. Modic	Vice President
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258
David S. Pendergrass	Vice President and Treasurer
5780 Powers Ferry Road, N.W.
Atlanta, GA 30327-4390
Jason Rausch	Vice President
230 Park Ave.
New York, NY 10169
Spencer T. Shell	Vice President and Assistant Treasurer
5780 Powers Ferry Road, N.W.
Atlanta, GA 30327-4390
Paul L. Zemsky	Vice President
230 Park Ave.
New York, NY 10169
Bruce Kuennen	Attorney-in-Fact

Joy M. Benner	Secretary
20 Washington Avenue South
Minneapolis, MN 55401
Randall K. Price	Assistant Secretary
20 Washington Avenue South
Minneapolis, MN 55401
Susan M. Vega	Assistant Secretary
20 Washington Avenue South
Minneapolis, MN 55401
G. Stephen Wastek	Assistant Secretary
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258

(c)      Compensation to Principal Underwriter:

(1)	(2)	(3)	(4)	(5)
Name of Principal Underwriter	2009 Net Underwriting Discounts and Commissions	Compensation on Redemption	Brokerage 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, Pennsylvania 19380, 5780 Powers Ferry Road,
N.W., Atlanta, Georgia 30327-4390, and at One Orange Way, Windsor, Connecticut 06156-
4774.

Item 31. Management Services

None.

Item 32. Undertakings

Registrant hereby undertakes:

(a)	to file a post-effective amendment to this registration statement as frequently as it is necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for as long as payments under the variable annuity contracts may be accepted;
(b)	to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information;
(c)	to deliver any Statement of Additional Information and any financial statements required to be made available under this form N-4 promptly upon written or oral request; and
(d)	during the Guarantee Period, to mail notices to current shareholders promptly after the happening of significant events related to the guarantee issued by ING Life Insurance and Annuity Company (the “Guarantee”). These significant events include (i) the termination of the Guarantee; (ii) a default under the Guarantee that has a material adverse effect on a shareholder’s right to receive his or her guaranteed amount on the maturity date; (iii) the insolvency of ING Life Insurance and Annuity Company; or (iv) a reduction in the credit rating of ING Life Insurance and Annuity Company’s long- term debt as issued by Standard & Poor’s or Moody’s Investors Service, Inc. to BBB+ or lower or Baa1 or lower, respectively.
	During the Guarantee Period, the Registrant hereby undertakes to include in the prospectus which is a part of this registration statement on Form N-4, a space that an applicant can check to request the most recent annual and/or quarterly report of ING Life Insurance and Annuity Company.

The Company hereby represents:

1.	The account meets the definition of a “separate account” under federal securities laws.
2.	That the fees and charges deducted under the Contract described in the Prospectus, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred and the risks assumed by the Company.

SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its Registration Statement on Form N-4 (File No. 333- 70600) and has duly caused this Post-Effective Amendment to be signed on its behalf in the Town of Windsor, State of Connecticut, on the 15th day of December, 2010.
	SEPARATE ACCOUNT B (Registrant)
	By:	ING USA ANNUITY AND LIFE INSURANCE COMPANY (Depositor)
	By:	Michael S. Smith*                                                                                           Michael S. Smith President (principal executive officer)
As required by the Securities Act of 1933, this Post-Effective Amendment No. 27 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature	Title			Date
Michael S. Smith*	Director and President		)
Michael S. Smith			)
			)
Thomas J. McInerney*	Director and Chairman		)
Thomas J. McInerney			)
			)
Catherine H. Smith*	Director and Senior Vice President		)	December
Catherine H. Smith			)	15, 2010
			)
Donald W. Britton*	Director		)
Donald W. Britton			)
			)
Lynne R. Ford*	Director		)
Lynne R. Ford			)
			)
Robert G. Leary*	Director		)
Robert G. Leary			)
			)
Ewout Steenbergen*	Director, Executive Vice President and Chief Financial		)
Ewout Steenbergen	Officer		)

			)
Steven T. Pierson*		Senior Vice President and Chief Accounting Officer	)
Steven T. Pierson			)
By:	/s/ J. Neil McMurdie
	J. Neil McMurdie
	*Attorney-in-Fact

*Executed by J. Neil McMurdie on behalf of those indicated pursuant to Power of Attorney

SEPARATE ACCOUNT B EXHIBIT INDEX
Exhibit No.	Exhibit
24 (b)(9)	Opinion and Consent of Counsel	_______
24(b) (10)	Consent of Independent Registered Public Accounting Firm	_______
24(b) (13)	Powers of Attorney	_______

EX-24

Exhibit 24(b)(9)
Opinion and Consent of Counsel

ING LOGO
AMERICAS
US Legal Services

J. Neil McMurdie
Senior Counsel
Tel: 860.580.2824 | Fax: 860.580.4844
Email: neil.mcmurdie@us.ing.com

December 15, 2010

Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Attention: Filing Desk

Re: ING USA Annuity and Life Insurance Company and its Separate Account B
Post-Effective Amendment No. 27 to Registration Statement on Form N-4
Prospectus Title: Retirement Solutions – ING Rollover Choice^SM Variable Annuity
File Nos.: 333-70600 and 811-05626

Dear Sir or Madam:

The undersigned serves as counsel to ING USA Annuity and Life Insurance Company, an Iowa life
insurance company (the “Company”). It is my understanding that the Company, as depositor, has
registered an indefinite amount of securities (the “Securities”) under the Securities Act of 1933 (the
“Securities Act”) as provided in Rule 24f-2 under the Investment Company Act of 1940 (the “Investment
Company Act”).

In connection with this opinion, I have reviewed the N-4 Registration Statement (the “Registration
Statement”), as amended to the date hereof, and this Post-Effective Amendment No. 27. I have also
examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, trust
records and other instruments I have deemed necessary or appropriate for the purpose of rendering this
opinion. For purposes of such examination, I have assumed the genuineness of all signatures on original
documents and the conformity to the original of all copies.

I am admitted to practice law in Connecticut, and do not purport to be an expert on the laws of any other
state. My opinion herein as to any other law is based upon a limited inquiry thereof which I have deemed
appropriate under the circumstances.

Based upon the foregoing, and, assuming the Securities are sold in accordance with the provisions of the
prospectus, I am of the opinion that the Securities being registered will be legally issued and will
represent binding obligations of the Company.

I consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ J. Neil McMurdie

J. Neil McMurdie

Windsor Site
One Orange Way, C1S
Windsor, CT 06095-4774 ING North America Insurance Corporation

EX-24

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. 27 to the Registration Statement (Form N-4, No.
333-70600) 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-24

Exhibit 24(b)(13) 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.
/s/ Helen M. Scheuer Notary Public		Helen M. Scheuer 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 interest. “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 Attorney 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 County of Chester
/s/ John S. Kreighbaum John S. (Scott ) Kreighbaum
	On this, the 19th day of February, 2010, before me Michael T. Zelinsky, the undersigned officer, personally appeared John S. (Scott) Kreighbaum, known to me (or satisfactorily proven) to be the person whose name is subscribed as attorney in fact for Ewout Steenbergen, and acknowledged that he executed the same as the act of his principal for the purposes therein contained.
Commonwealth of Pennsylvania Notarial Seal Michael T. Zelinsky, Notary Public West Whiteland Twp., Chester County My Commission Expires Jan. 31, 2012
	/s/ Michael T. Zelinsky Notary Public
	State of Pennsylvania County of Chester
/s/ Nicholas Morinigo Nicholas Morinigo
	On this, the 19th day of February, 2010, before me Michael T. Zelinsky, the undersigned officer, personally appeared Nicholas Morinigo, known to me (or satisfactorily proven) to be the person whose name is subscribed as attorney in fact for Ewout Steenbergen, and acknowledged that he executed the same as the act of his principal for the purposes therein contained.
Commonwealth of Pennsylvania Notarial Seal Michael T. Zelinsky, Notary Public West Whiteland Twp., Chester County My Commission Expires Jan. 31, 2012
	/s/ Michael T. Zelinsky Notary Public
	State of Connecticut County of Hartford Town of Windsor
/s/ J. Neil McMurdie J. Neil McMurdie
	The foregoing instrument was executed and acknowledged before me this 19th day of February, 2010, by J. Neil McMurdie, as attorney in fact on behalf of Ewout Steenbergen.
Nicole L. Molleur Notary Public Within and for The State of Connecticut My commission expires: Nov. 30, 2014
	/s/ Nicole L. Molleur Notary Public
	State of Connecticut County of Hartford Town of Windsor
/s/ Michael A. Pignatella Michael A. Pignatella
	The foregoing instrument was executed and acknowledged before me this 19th day of February, 2010, by Michael A. Pignatella, as attorney in fact on behalf of Ewout Steenbergen.
Nicole L. Molleur 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 (Your 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 be 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.
/s/ Helen M. Scheuer Notary Public		Helen M. Scheuer 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 interest. “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 Attorney 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 County of Chester
/s/ John S. Kreighbaum John S. (Scott ) Kreighbaum
	On this, the 19th day of February, 2010, before me Michael T. Zelinsky, the undersigned officer, personally appeared John S. (Scott) Kreighbaum, known to me (or satisfactorily proven) to be the person whose name is subscribed as attorney in fact for Robert G. Leary, and acknowledged that he executed the same as the act of his principal for the purposes therein contained.
Commonwealth of Pennsylvania Notarial Seal Michael T. Zelinsky, Notary Public West Whiteland Twp., Chester County My Commission Expires Jan. 31, 2012
	/s/ Michael T. Zelinsky Notary Public
	State of Pennsylvania County of Chester
/s/ Nicholas Morinigo Nicholas Morinigo
	On this, the 19th day of February, 2010, before me Michael T. Zelinsky, the undersigned officer, personally appeared Nicholas Morinigo, known to me (or satisfactorily proven) to be the person whose name is subscribed as attorney in fact for Robert G. Leary, and acknowledged that he executed the same as the act of his principal for the purposes therein contained.
Commonwealth of Pennsylvania Notarial Seal Michael T. Zelinsky, Notary Public West Whiteland Twp., Chester County My Commission Expires Jan. 31, 2012
	/s/ Michael T. Zelinsky Notary Public
	State of Connecticut County of Hartford Town of Windsor
/s/ J. Neil McMurdie J. Neil McMurdie
	The foregoing instrument was executed and acknowledged before me this 19th day of February, 2010, by J. Neil McMurdie, as attorney in fact on behalf of Robert G. Leary.
Nicole L. Molleur Notary Public Within and for The State of Connecticut My commission expires: Nov. 30, 2014
	/s/ Nicole L. Molleur Notary Public
	State of Connecticut County of Hartford Town of Windsor
/s/ Michael A. Pignatella Michael A. Pignatella
	The foregoing instrument was executed and acknowledged before me this 19th day of February, 2010, by Michael A. Pignatella, as attorney in fact on behalf of Robert G. Leary.
Nicole L. Molleur 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 (Your 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 be 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 Notary Public		Helen M. Scheuer 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 interest. “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 Attorney 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 County of Chester
/s/ John S. (Scott) Kreighbaum John S. (Scott ) Kreighbaum
	On this, the 18th day of October, 2010, before me Michael T. Zelinsky, the undersigned officer, personally appeared John S. (Scott) Kreighbaum, known to me (or satisfactorily proven) to be the person whose name is subscribed as attorney in fact for Lynne R. Ford, and acknowledged that he executed the same as the act of his principal for the purposes therein contained.
Commonwealth of Pennsylvania Notarial Seal Michael T. Zelinsky, Notary Public West Whiteland Twp., Chester County My Commission Expires 01/31/12
	/s/ Michael T. Zelinsky Notary Public
	State of Pennsylvania County of Chester
/s/ Nicholas Morinigo Nicholas Morinigo
	On this, the 15th day of October, 2010, before me Michael T. Zelinsky, the undersigned officer, personally appeared Nicholas Morinigo, known to me (or satisfactorily proven) to be the person whose name is subscribed as attorney in fact for Lynne R. Ford, and acknowledged that he executed the same as the act of his principal for the purposes therein contained.
Commonwealth of Pennsylvania Notarial Seal Michael T. Zelinsky, Notary Public West Whiteland Twp., Chester County My Commission Expires 01/31/12
	Michael T. Zelinsky Notary Public
	State of Connecticut County of Hartford Town of Windsor
/s/ J. Neil McMurdie J. Neil McMurdie
	The foregoing instrument was executed and acknowledged before me this 7th day of October, 2010, by J. Neil McMurdie, as attorney in fact on behalf of Lynne R. Ford.
Nicole L. Molleur 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 (Your 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 be liable under the law for your violation.