485BPOS

As filed with the Securities and Exchange	Registration No. 333-30180
Commission on December 15, 2010	Registration No. 811-05626

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.	[   ]
Post-Effective Amendment No. 39	[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.	[X]
(Check appropriate box or boxes)
SEPARATE ACCOUNT B
(Exact Name of Registrant)
ING USA ANNUITY AND LIFE INSURANCE COMPANY
(Name of Depositor)
1475 Dunwoody Drive
West Chester, Pennsylvania 19380-1478
(Address of Depositor’s Principal Executive Offices)
Depositor’s Telephone Number, including Area Code: (610) 425-3400

Nicholas Morinigo, Esq. 

ING Americas (U.S. Legal Services) 

1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478 

(610) 425-3447 

(Name and Address of Agent for Service of Process) 

Approximate Date of Proposed Public Offering: 

As soon as practical after the effective date of the Registration Statement 

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

[ X ]		immediately upon filing pursuant to paragraph (b) of Rule 485
[	]	on (date) pursuant to paragraph (b) of Rule 485
[	]	60 days after filing pursuant to paragraph (a)(1) of Rule 485
[	]	on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box: 

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

effective amendment. 

Title of Securities Being Registered: 

Deferred Combination Variable and Fixed Annuity Contract 

                                                                          PARTS A and B

EXPLANATORY NOTE: Each of the Prospectus and Statement of Additional Information, dated April
30, 2010 and as supplemented, is incorporated into Parts A and B, respectively, of this amendment by
reference to Post-Effective Amendment No. 38 to this Registration Statement, as filed on April 12, 2010
(Accession No. 0000836687-10-000108). This amendment further supplements the prospectus and does
not otherwise delete, amend, or supersede any other information in this registration statement, as
previously amended, including exhibits and undertaking.

SUPPLEMENT Dated December 15, 2010
To The Prospectuses Dated April 30, 2010 For
ING GoldenSelect Access	ING GoldenSelect Landmark	ING SmartDesign Advantage
ING GoldenSelect DVA Plus	ING GoldenSelect Premium Plus	ING SmartDesign Signature
ING GoldenSelect ESII	ING Architect Variable Annuity	ING SmartDesign Variable Annuity

Issued By ING USA Annuity and Life Insurance Company 

Through Its Separate Account B

And

ING Equi-Select

Issued By ING USA Annuity and Life Insurance Company 

Through Its Separate Account EQ

And

ING Empire Traditions Variable Annuity

Issued by ReliaStar Life Insurance Company of New York 

Through its Separate Account NY-B

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

                                     I. Information Regarding Fund Changes and Fund Availability

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

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

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

MULTIVA-10A  1  12/15/2010 

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

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

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

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

MULTIVA-10A  2  12/15/2010 

                                                                   II. Notice of Upcoming Fund Reorganizations

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

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

Information Regarding the Portfolio Reorganizations:

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

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

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

                                                                       III. Other Information

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

MULTIVA-10A  3  12/15/2010 

PART C - OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements:
(a)(1)	Incorporated by reference in Part A:
Condensed Financial Information

(2)	Incorporated by reference in Part B:
	Financial Statements of ING USA Annuity and Life Insurance Company:
	-	Report of Independent Registered Public Accounting Firm
	-	Statements of Operations for the years ended December 31, 2009, 2008, and 2007
	-	Balance Sheets as of December 31, 2009 and 2008
	-	Statements of Changes in Shareholder’s Equity for the years ended December 31,
		2009, 2008, and 2007
	-	Statements of Cash Flows for the years ended December 31, 2009, 2008, and 2007
	-	Notes to Financial Statements
	Financial Statements of Separate Account B:
	-	Report of Independent Registered Public Accounting Firm
	-	Statements of Assets and Liabilities as of December 31, 2009
	-	Statements of Operations for the year ended December 31, 2009
	-	Statements of Changes in Net Assets for the years ended December 31, 2009 and 2008
	-	Notes to Financial Statements
	Condensed Financial Information (Accumulation Unit Values)

Exhibits:
(b)
(1)		Resolution of the board of directors of Depositor authorizing the establishment of the
		Registrant, incorporated herein by reference to Post-Effective Amendment No. 29 to a
		Registration Statement on form N-4 for Golden American Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on April 30, 1999
		(File Nos. 033-23351, 811-05626).
(2)		Not Applicable.
(3)	a.	Distribution Agreement between the Depositor and Directed Services, Inc., incorporated
		herein by reference to Post-Effective Amendment No. 29 to a Registration Statement on
		form N-4 for Golden American Life Insurance Company Separate Account B filed with
		the Securities and Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-
		05626).

b.	Form of Dealers Agreement, incorporated herein by reference to Post-Effective
	Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life
	Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).
c.	Organizational Agreement, incorporated herein by reference to Post-Effective
	Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life
	Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).
d.	Addendum to Organizational Agreement, incorporated herein by reference to Post-
	Effective Amendment No. 29 to a Registration Statement on form N-4 for Golden
	American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).

e.	Expense Reimbursement Agreement, incorporated herein by reference to Post-Effective
	Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life
	Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).
f.	Form of Assignment Agreement for Organizational Agreement, incorporated herein by
	reference to Post-Effective Amendment No. 29 to a Registration Statement on form N-4
	for Golden American Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-
	05626).
g.	Amendment to the Distribution Agreement between ING USA and Directed Services
	Inc., incorporated herein by reference to Post-Effective Amendment No. 26 to a
	Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
	Separate Account B filed with the Securities and Exchange Commission on April 13,
	2004 (File Nos. 333-28755, 811-05626).

(4)	a.	Deferred Combination Variable and Fixed Annuity Group Master Contract, (GA-MA-
		1082) incorporated herein by reference to Post-Effective Amendment No. 2 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 February 26,
		2001 (File Nos. 333-30180, 811-05626).
	b.	Flexible Premium Individual Deferred Combination Variable and Fixed Annuity
		Contract, (GA-IA-1082) incorporated herein by reference to Post-Effective Amendment
		No. 2 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
		February 26, 2001 (File Nos. 333-30180, 811-05626).
	c.	Flexible Premium Deferred Combination Variable and Fixed Annuity Certificate, (GA-
		CA-1082) incorporated herein by reference to Post-Effective Amendment No. 2 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 February 26,
		2001 (File Nos. 333-30180, 811-05626).
	d.	Flexible Premium Deferred Variable Annuity Contract, (GA-IA-1083) incorporated
		herein by reference to Post-Effective Amendment No. 2 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 February 26, 2001 (File Nos. 333-30180,
		811-05626).
	e.	Individual Retirement Annuity Rider (GA-RA-1009) (12/02), incorporated herein by
		reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4
		for Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-
		05626).
	f.	ROTH Individual Retirement Annuity Rider (GA-RA-1038) (12/02), incorporated herein
		by reference to Post-Effective Amendment No. 34 to a Registration Statement on Form
		N-4 for Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-
		05626).

g.	Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (01/05), incorporated herein
	by reference to Post-Effective Amendment No. 31 to a Registration Statement on Form
	N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with
	the Securities and Exchange Commission on or about April 20, 2005 (File Nos. 333-
	28755, 811-05626).
h.	Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (08-06), incorporated herein
	by reference to Registration Statement on Form N-4 for ING USA Annuity and Life
	Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on May 9, 2006 (File Nos. 333-133944, 811-05626).
i.	Minimum Guaranteed Withdrawal Benefit Rider (GA-RA-1048) (01/02), incorporated
	herein by reference to Post-Effective Amendment No. 25 to a Registration Statement on
	Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed
	with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333-
	28679, 811-05626).
j.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING
	PrincipalGuard) (GA-RA-1046), incorporated herein by reference to Post-Effective
	Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and
	Life Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on or about February 13, 2004 (File Nos. 333-28755, 811-05626).
k.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING LifePay) (IU-
	RA-3023), incorporated herein by reference to Post-Effective Amendment No. 32 to a
	Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
	Separate Account B filed with the Securities and Exchange Commission on August 5,
	2005 (File Nos. 333-28755, 811-05626).
l.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Joint LifePay)
	(IU-RA-3029), incorporated herein by reference to Registration Statement on Form N-4
	for ING USA Annuity and Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on May 9, 2006 (File Nos. 333-133944, 811-
	05626).
m.	Excluded Funds Endorsement (Inforce Riders), incorporated herein by reference to Post-
	Effective Amendment No.12 to a Registration Statement on Form N-4 for Golden
	American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 23, 2001 (File Nos. 333-28769, 811-05626).
n.	Guaranteed Death Benefit Transfer Endorsement No. 1 (7% Solution Enhanced) (GA-
	RA-1044-1) (01/02), incorporated herein by reference to Post-Effective Amendment No.
	25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	February 13, 2004 (File Nos. 333-28679, 811-05626).
o.	Guaranteed Death Benefit Transfer Endorsement No. 2 (Ratchet Enhanced) (GA-RA-
	1044-2) (10/03), incorporated herein by reference to Post-Effective Amendment No. 25
	to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	February 13, 2004 (File Nos. 333-28679, 811-05626).
p.	Guaranteed Death Benefit Transfer Endorsement No. 3 (Standard) (GA-RA-1044-3)
	(01/02), incorporated herein by reference to Post-Effective Amendment No. 25 to a
	Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
	Separate Account B filed with the Securities and Exchange Commission on February 13,
	2004 (File Nos. 333-28679, 811-05626).

q.	Guaranteed Death Benefit Transfer Endorsement No. 4 (Max 7 Enhanced) (GA-RA-
	1044-4) (10/03), incorporated herein by reference to Post-Effective Amendment No. 25
	to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	February 13, 2004 (File Nos. 333-28679, 811-05626).
r.	Guaranteed Death Benefit Transfer Endorsement No. 5 (Base Death Benefit),
	incorporated herein by reference to Post-Effective Amendment No. 25 to a Registration
	Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate
	Account B filed with the Securities and Exchange Commission on February 13, 2004
	(File Nos. 333-28679, 811-05626).
s.	Guaranteed Death Benefit Transfer Endorsement No. 6 (Inforce Contracts) (GA-RA-
	1044-6) (01/02), incorporated herein by reference to Post-Effective Amendment No. 25
	to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	February 13, 2004 (File Nos. 333-28679, 811-05626).
t.	Earnings Enhancement Death Benefit Rider (GA-RA-1086), incorporated herein by
	reference to Post-Effective Amendment No. 10 to a Registration Statement on Form N-4
	for Golden American Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on April 24, 2001 (File Nos. 333-28679, 811-
	5626).
u.	Simple Retirement Account Rider (GA-RA-1026) (12/02), incorporated herein by
	reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4
	for Golden American Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-
	05626).
v.	403(b) Rider (GA-RA-1040), incorporated herein by reference to Post-Effective
	Amendment No. 34 to a Registration Statement on Form N-4 for Golden American Life
	Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on April 15, 2003 (File Nos. 033-23351, 811-05626).
w.	Section 72 Rider (GA-RA-1001) (12/94), incorporated herein by reference to
	Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
	Separate Account B filed with the Securities and Exchange Commission on May 9, 2006
	(File Nos. 333-133944, 811-05626).
x.	Section 72 Rider (GA-RA-1002) (12/94), incorporated herein by reference to
	Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
	Separate Account B filed with the Securities and Exchange Commission on May 9, 2006
	(File Nos. 333-133944, 811-05626).
y.	Nursing Home Waiver for Group Certificates (GA-RA-1003) (12/94), incorporated
	herein by reference to Registration Statement on Form N-4 for ING USA Annuity and
	Life Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on May 9, 2006 (File Nos. 333-133944, 811-05626).
z.	Nursing Home Waiver for Individual Certificates (GA-RA-1004) (12/94), incorporated
	herein by reference to Registration Statement on Form N-4 for ING USA Annuity and
	Life Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on May 9, 2006 (File Nos. 333-133944, 811-05626).

aa.	Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING LifePay
	Plus)(IU-RA-3061), incorporated herein by reference to Post-Effective Amendment No.
	40 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	July 25, 2007 (File Nos. 333-28679, 811-05626).
bb.	Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING Joint
	LifePay Plus) (IU-RA-3062), incorporated herein by reference to Post-Effective
	Amendment No. 40 to a Registration Statement on Form N-4 for ING USA Annuity and
	Life Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on July 25, 2007 (File Nos. 333-28679, 811-05626).
cc.	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING
	LifePay Plus) (IU-RA-3077), incorporated herein by reference to Post-Effective
	Amendment No. 43 to a Registration Statement on Form N-4 for ING USA Annuity and
	Life Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on April 7, 2008 (File Nos. 333-28755, 811-05626).
dd.	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING
	Joint LifePay Plus) (IU-RA-3078), incorporated herein by reference to Post-Effective
	Amendment No. 43 to a Registration Statement on Form N-4 for ING USA Annuity and
	Life Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on April 7, 2008 (File Nos. 333-28755, 811-05626).
ee.	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING
	LifePay Plus) (IU-RA-4010) (05-01-2009), incorporated herein by reference to Post
	Effective Amendment No. 50 to a Registration Statement on Form N-4 for ING USA
	Annuity and Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 30, 2009 (File Nos. 333-28679, 811-05626).
ff.	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING
	Joint LifePay Plus) (IU-RA-4011) (05-01-2009), incorporated herein by reference to Post
	Effective Amendment No. 50 to a Registration Statement on Form N-4 for ING USA
	Annuity and Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 30, 2009 (File Nos. 333-28679, 811-05626).

(5)	a.	Deferred Variable Annuity Application, incorporated herein by reference to Post-
		Effective Amendment No. 34 to a Registration Statement on Form N-4 for ING USA
		Annuity and Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on or about October 26, 2005 (File Nos. 333-28755, 811-05626).
	b.	Group Deferred Combination Variable and Fixed Annuity Enrollment Form,
		incorporated herein by reference to Post-Effective Amendment No. 2 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 February 26, 2001 (File Nos.
		333-30180, 811-05626).
	c.	Deferred Variable Annuity Application (137098) (08-21-2006), incorporated by
		reference to Post-Effective Amendment No.27 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 21, 2006 (File Nos. 333-30180, 811-
		05626).

d.	Deferred Variable Annuity Application (137098) (04-28-2008), incorporated herein by
	reference to Post-Effective Amendment No. 43 to a Registration Statement on Form N-4
	for ING USA Annuity and Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on April 7, 2008 (File Nos. 333-28755, 811-
	05626).
e.	Deferred Variable Annuity Application (137098) (10-6-2008), incorporated herein by
	reference to Post-Effective Amendment No. 41 to a Registration Statement on Form N-4
	for ING USA Annuity and Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on September 10, 2008 (File Nos. 333-28769, 811-
	05626).
f.	Deferred Variable Annuity Application (137098) (1/12/2009), incorporated herein by
	reference to Post-Effective Amendment No. 42 to a Registration Statement on Form N-4
	for ING USA Annuity and Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on December 29, 2008 (File Nos. 333-28769, 811-
	05626).
g.	Deferred Variable Annuity Application (151279) (05-01-2009), incorporated herein by
	reference to Post Effective Amendment No. 50 to a Registration Statement on Form N-4
	for ING USA Annuity and Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on April [ ], 2009 (File Nos. 333-28679, 811-
	05626).

(6)	a.	Amendment to Articles of Incorporation Providing for the Name Change of Golden
		American Life Insurance Company, dated (11/21/03), incorporated herein by reference
		Post-Effective Amendment No. 1 to a Registration Statement on Form S-1 for ING USA
		Annuity and Life Insurance Company filed with the Securities and Exchange
		Commission on April 9, 2007 (File No. 333-133076).
	b.	Amendment to Articles of Incorporation Providing for the Change in Purpose and
		Powers of ING USA Annuity and Life Insurance Company, dated (03/04/04),
		incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration
		Statement on Form S-1 for ING USA Annuity and Life Insurance Company filed with
		the Securities and Exchange Commission on April 9, 2007 (File No. 333-133076).
	c.	Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company,
		dated (12/15/04), incorporated herein by reference to Post-Effective Amendment No. 1
		a Registration Statement on Form S-1 for ING USA Annuity and Life Insurance
		Company filed with the Securities and Exchange Commission on April 9, 2007 (File No
		333-133076).
	d.	Resolution of the board of directors for Power of Attorney, dated 04/23/99, incorporated
		herein by reference to Registration Statement on Form N-4 for Golden American Life
		Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on February 11, 2000 (File Nos. 333-30180, 811-5626).
	e.	Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI into
		GALIC and renamed ING USA Annuity and Life Insurance Company, dated 06/25/03,
		incorporated herein by reference to Post-Effective Amendment No. 15 to a Registration
		Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate
		Account B filed with the Securities and Exchange Commission on February 13, 2004
		(File Nos. 333-30180, 811-05626).
(7)		Not Applicable.

(8)	a.	Service Agreement by and between Golden American Life Insurance Company and
		Directed Services, Inc., incorporated herein by reference to Post-Effective Amendment
		No. 28 to a Registration Statement on form N-4 for Golden American Life Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on
		May 1, 1998 (File Nos. 033-23351, 811-05626).
	b.	Asset Management Agreement between Golden American Life Insurance Company and
		ING Investment Management LLC, incorporated herein by reference to Post-Effective
		Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life
		Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).
	c.	Participation Agreement by and between AIM Variable Insurance Funds, Inc., Golden
		American Life Insurance Company and Directed Services, Inc., incorporated herein by
		reference to Post-Effective Amendment No. 32 to a Registration Statement on form N-4
		for Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811-
		05626).
	d.	Amendment to Participation Agreement by and between AIM Variable Insurance Funds,
		Inc., Golden American Life Insurance Company and Directed Services, Inc.,
		incorporated herein by reference to Post-Effective amendment No. 8 to a Registration
		Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate
		Account B filed with the Securities and Exchange Commission on December 2, 2005
		(File Nos. 333-33914, 811-05626).
	e.	Participation Agreement between Golden American Life Insurance Company, American
		Funds Insurance Series and Capital Research and Management Company, incorporated
		herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on
		Form N-6 for ReliaStar Life Insurance Company Select * Life Variable Account filed
		with the Securities and Exchange Commission on July 17, 2003 (File Number 333-
		105319).
	f.	Amendment No. 1 to the Business Agreement dated April 30, 2003, as amended on
		January 1, 2008 by and among ING USA Annuity and Life Insurance Company,
		ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York,
		Security Life of Denver Insurance Company, ING Life Insurance and Annuity Company,
		ING America Equities, Inc., ING Financial Advisers, LLC, Directed Services LLC,
		American Funds Distributors and Capital Research and Management Company,
		incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6
		Registration Statement of Security Life of Denver Insurance Company and its Security
		Life Separate Account L1, File No. 333-153337, as filed on November 14, 2008.
	g.	Fourth Amended and Restated Fund Participation Agreement entered into as of the 28th
		day of April, 2008, as amended among ING USA Annuity and Life Insurance Company,
		ReliaStar Life Insurance Company of New York, ING Investors Trust, Directed Services,
		LLC, ING Funds Distributor, LLC, American Funds Insurance Series and Capital
		Research and Management Company, incorporated herein by reference to Post-Effective
		Amendment No. 14 to a Registration Statement on Form N-4 for ReliaStar Life
		Insurance Company of New York Separate Account NY-B filed with the Securities and
		Exchange Commission on December 29, 2008 (File Nos. 333-115515, 811-07935).

h.	Participation Agreement entered into as of the 15th day of September, 2008, as amended
	among ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance
	Company of New York, ING Investors Trust, Directed Services, LLC, ING Funds
	Distributor, LLC, American Funds Insurance Series and Capital Research and
	Management Company, incorporated herein by reference to Post-Effective Amendment
	No. 14 to a Registration Statement on Form N-4 for ReliaStar Life Insurance Company
	of New York Separate Account NY-B filed with the Securities and Exchange
	Commission on December 29, 2008 (File Nos. 333-115515, 811-07935).
i.	Participation Agreement by and between ING Investors Trust, Golden American Life
	Insurance Company and Directed Services, Inc., incorporated herein by reference to
	Post-Effective Amendment No. 6 to a Registration Statement on Form N-4 for ING USA
	Annuity and Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 21, 2005 (File Nos. 333-70600, 811-05626).
j.	Rule 22c-2 Agreement dated no later than April 16, 2007 is effective October 16, 2007
	between ING Funds Services, LLC, ING Life Insurance and Annuity Company, ING
	National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life
	Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of
	Denver Insurance Company and Systematized Benefits Administrators Inc., incorporated
	by reference to Post-Effective Amendment No. 50 to Registration Statement on Form N-
	4 (File No. 033-75962), as filed on June 15, 2007.
k.	Participation Agreement by and between ING Variable Insurance Trust, Golden
	American Life Insurance Company and ING Mutual Funds Management Co. LLC and
	ING Funds Distributor, Inc., incorporated herein by reference to Post-Effective
	amendment No. 32 to a Registration Statement on form N-4 for Golden American Life
	Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on April 26, 2002 (File Nos. 033-23351, 811-05626).
l.	Participation Agreement by and between Pilgrim Variable Products Trust, Golden
	American Life Insurance Company and Directed Services, Inc., incorporated herein by
	reference to Post-Effective amendment No. 32 to a Registration Statement on form N-4
	for Golden American Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811-
	05626).
m.	Amendment to Participation Agreement by and between ING Variable Products Trust,
	Golden American Life Insurance Company, ING Investments, LLC and ING Funds
	Distributor, Inc., incorporated herein by reference to Post-Effective amendment No. 8 to
	a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	December 2, 2005 (File Nos. 333-33914, 811-05626).
n.	Participation Agreement by and between ING Variable Portfolios, Inc., Golden American
	Life Insurance Company and Directed Services, Inc., incorporated herein by reference to
	Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden
	American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 29, 2002 (File Nos. 333-70600, 811-05626).
o.	Participation Agreement by and between Portfolio Partners, Inc., Golden American Life
	Insurance Company and Directed Services, Inc. incorporated herein by reference to Post-
	Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden
	American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 29, 2002 (File Nos. 333-70600, 811-05626).

p.	Amendment to Participation Agreement by and between Portfolio Partners, Inc., Golden
	American Life Insurance Company and Directed Services, Inc., incorporated herein by
	reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the Securities
	and Exchange Commission on April 29, 2002 (File Nos. 333-70600, 811-05626).
q.	Second Amendment to Participation Agreement by and between ING Partners, Inc.,
	Golden American Life Insurance Company, ING Life Insurance and Annuity Company
	and ING Financial Advisers, LLC, incorporated herein by reference to Post-Effective
	amendment No. 8 to a Registration Statement on Form N-4 for ING USA Annuity and
	Life Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on December 2, 2005 (File Nos. 333-33914, 811-05626).
r.	Participation Agreement by and between Fidelity Distributors Corporation, Golden
	American Life Insurance Company and Variable Insurance Products Funds, incorporated
	herein by reference to Post-Effective amendment No. 32 to a Registration Statement on
	form N-4 for Golden American Life Insurance Company Separate Account B filed with
	the Securities and Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811-
	05626).
s.	Participation Agreement among Variable Insurance Products Funds, Fidelity Distributors
	Corporation, ING Partners, Inc., ING Life Insurance and Annuity Company, ING USA
	Annuity and Life Insurance Company, ING Insurance Company of America, ReliaStar
	Life Insurance Company, ReliaStar Life Insurance Company of New York and Security
	Life of Denver Insurance Company dated November 11, 2004, incorporated herein by
	reference to Post-Effective Amendment No. 8 to a Registration Statement on Form N-4
	for ING USA Annuity and Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on December 2, 2005 (File Nos. 333-33914, 811-
	05626).
t.	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of October
	16, 2007 between Fidelity Distributors Corporation, ING Life Insurance and Annuity
	Company, ING National Trust, ING USA Annuity and Life Insurance Company,
	ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York,
	Security Life of Denver Insurance Company and Systematized Benefits Administrators
	Inc., incorporated by reference to Post-Effective Amendment No. 50 to Registration
	Statement on Form N-4 (File No. 033-75962), as filed on June 15, 2007.
u.	Letter Agreement dated May 16, 2007 and effective July 2, 2007 between ING USA
	Annuity and Life Insurance Company, Variable Insurance Products Fund, Variable
	Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance
	Products Fund V and Fidelity Distributors Corporation, incorporated by reference to
	Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 (File No.
	333-117260), as filed on October 23, 2007.
v.	Amended and Restated Participation Agreement as of December 30, 2005 by and among
	Franklin Templeton Variable Insurance Products Trust/Templeton Distributors, Inc., ING
	Life Insurance and Annuity Company, ING USA Annuity and Life Insurance Company,
	ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York and
	Directed Services, Inc., incorporated herein by reference to Post Effective Amendment
	No. 17 of a Registration Statement on Form N-4 for ReliaStar Life Insurance Company
	Separate Account NY-B filed with the Securities and Exchange Commission on February
	1, 2007 (File Nos. 333-85618, 811-07935).

w.	Participation Agreement between Golden American Life Insurance Company, INVESCO
	Variable Investment Funds, Inc., INVESCO Funds Group, Inc. and INVESCO
	Distributors, Inc. incorporated herein by reference to Post-Effective amendment No. 1 to
	a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	April 29, 2002 (File Nos. 333-63692, 811-05626).
x.	Participation Agreement by and between Liberty Variable Investment Trust, Columbia
	Management Advisors, Inc. and ING USA Annuity and Life Insurance Company,
	incorporated herein by reference to Post-Effective amendment No. 8 to a Registration
	Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate
	Account B filed with the Securities and Exchange Commission on December 2, 2005
	(File Nos. 333-33914, 811-05626).
y.	Participation Agreement by and between PIMCO Variable Insurance Trust, Golden
	American Life Insurance Company and PIMCO Funds Distributors LLC, incorporated
	herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on
	Form N-4 for Golden American Life Insurance Company Separate Account B filed with
	the Securities and Exchange Commission on June 23, 2000 (File Nos. 333-33914, 811-
	05626).
z.	Amendment to Participation Agreement by and between PIMCO Variable Insurance
	Trust, Golden American Life Insurance Company and PIMCO Funds Distributors LLC,
	incorporated herein by reference to Post-Effective Amendment No. 8 to a Registration
	Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate
	Account B filed with the Securities and Exchange Commission on December 2, 2005
	(File Nos. 333-33914, 811-05626).
aa.	Participation Agreement by and between Pioneer Variable Contracts Trust, Golden
	American Life Insurance Company, Pioneer Investment Management, Inc. and Pioneer
	Funds Distributor, Inc., incorporated herein by reference to Post-Effective Amendment
	No. 32 to a Registration Statement on form N-4 for Golden American Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	April 26, 2002 (File Nos. 033-23351, 811-05626).
bb.	Participation Agreement by and between ProFunds, Golden American Life Insurance
	Company and ProFunds Advisors LLC, incorporated herein by reference to Post-
	Effective Amendment No. 8 to a Registration Statement on Form N-4 for ING USA
	Annuity and Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on December 2, 2005 (File Nos. 333-33914, 811-05626).
cc.	Amendment to Participation Agreement by and between ProFunds, Golden American
	Life Insurance Company and ProFunds Advisors LLC, incorporated herein by reference
	to Post-Effective Amendment No. 8 to a Registration Statement on Form N-4 for ING
	USA Annuity and Life Insurance Company Separate Account B filed with the Securities
	and Exchange Commission on December 2, 2005 (File Nos. 333-33914, 811-05626).
dd.	Participation Agreement by and between Prudential Series Fund, Inc., Golden American
	Life Insurance Company Prudential Insurance Company of America and Prudential
	Investment Management Services LLC, incorporated herein by reference to Pre-Effective
	Amendment No. 1 to a Registration Statement on Form N-4 for Golden American Life
	Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on June 23, 2000 (File Nos. 333-33914, 811-05626).

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

	ll	Participation Agreement among ING Investors Trust, Directed Services LLC, ING USA
		Annuity and Life Insurance Company, ReliaStar Life Insurance Company of New York,
		DFA Investment Dimensions Group Inc. and Dimensional Fund Advisors LP dated April
		29, 2010, incorporated herein by reference to Post-Effective Amendment No. 54 to a
		Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on December
		15, 2010 (File Nos. 333-28679, 811-05626).
	mm.	Amendment No. 1, dated as of September 20, 2010, to Participation Agreement among
		ING Investors Trust, Directed Services LLC, ING USA Annuity and Life Insurance
		Company, ReliaStar Life Insurance Company of New York, DFA Investment
		Dimensions Group Inc. and Dimensional Fund Advisors LP dated April 29, 2010,
		incorporated herein by reference to Post-Effective Amendment No. 54 to a Registration
		Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate
		Account B filed with the Securities and Exchange Commission on December 15, 2010
		(File Nos. 333-28679, 811-05626).
	nn.	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of October
		16, 2007 between AIM Investment Services, Inc., ING Life Insurance and Annuity
		Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
		New York, Security Life of Denver Insurance Company and Systematized Benefits
		Administrators Inc., incorporated by reference to Post-Effective Amendment No. 50 to
		Registration Statement on Form N-4 (File No. 033-75962), as filed on June 15, 2007.
	oo.	Rule 22c-2 Agreement dated April 16, 2007 and is effective as of October 16, 2007
		among Columbia Management Services, Inc., ING Life Insurance and Annuity
		Company, ING National Trust, ING USA Annuity and Life Insurance Company,
		ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York,
		Security Life of Denver Life Insurance Company and Systematized Benefits
		Administrators Inc., incorporated by reference to Post-Effective Amendment No. 3 to
		Registration Statement on Form N-4 (File No. 333-134760), as filed on July 27, 2007.
(9)		Opinion and Consent of Counsel, attached.
(10)		Consent of Independent Registered Public Accounting Firm, attached.
(11)		Not Applicable.
(12)		Not Applicable.
(13)		Powers of Attorney, attached.

ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name	Principal Business Address	Position(s) with Depositor
Michael S. Smith*	1475 Dunwoody Drive	President and Director
	West Chester, PA 19380
Thomas J. McInerney*	One Orange Way	Director and Chairman
	Windsor, CT 06095-4774
Donald W. Britton*	5780 Powers Ferry Road	Director
	Atlanta, GA 30327-4390
Robert G. Leary*	230 Park Avenue	Director
	New York, NY 10169
Lynne R. Ford*	230 Park Avenue	Director
	New York, NY 10169
Catherine H. Smith*	One Orange Way	Director and Senior Vice President
	Windsor, CT 06095-4774

Ewout L. Steenbergen*	230 Park Avenue	Chief Financial Officer, Director
	New York, NY 10169	and Executive Vice President
Steven T. Pierson*	5780 Powers Ferry Road	Senior Vice President and Chief
	Atlanta, GA 30327-4390	Accounting Officer
Boyd G. Combs	5780 Powers Ferry Road	Senior Vice President, Tax
	Atlanta, GA 30327-4390
Mark B. Kaye	1475 Dunwoody Drive	Senior Vice President
	West Chester, PA 19380
Timothy Matson	One Orange Way	Senior Vice President
	Windsor, CT 06095-4774
Daniel P. Mulheran, Sr.	20 Washington Avenue South	Senior Vice President
	Minneapolis, MN 55401
Prakash Shimpi	230 Park Avenue	Senior Vice President
	New York, NY 10169
David S. Pendergrass	5780 Powers Ferry Road	Senior Vice President and Treasurer
	Atlanta, GA 30327-4390
Patrick D. Lusk	1475 Dunwoody Drive	Vice President and Appointed
	West Chester, PA 19380	Actuary
Linda E. Senker	1475 Dunwoody Drive	Vice President and Chief
	West Chester, PA 19380	Compliance Officer
Joy M. Benner	20 Washington Avenue South	Secretary
	Minneapolis, MN 55401

*Principal delegated legal authority to execute this registration statement pursuant to Powers of Attorney, 

Exhibit 13, attached. 

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

DEPOSITOR OR REGISTRANT 

Incorporated herein by reference to Item 28 in Pre-Effective Amendment No. 1 to the Registration 

Statement on Form N-6 for Security Life Separate Account L1 of Security Life of Denver Insurance 

Company (File No. 333-168047), as filed with the Securities and Exchange Commission on 

October 6, 2010. 

ITEM 27: NUMBER OF CONTRACT OWNERS 

As of November 30, 2010 there are 69,847 qualified contract owners and 38,920 non-qualified contract 

owners. 

ITEM 28: INDEMNIFICATION 

ING USA shall indemnify (including therein the prepayment of expenses) any person who is or was a 

director, officer or employee, or who is or was serving at the request of ING USA as a director, officer or 

employee of another corporation, partnership, joint venture, trust or other enterprise for expenses 

(including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably 

incurred by him with respect to any threatened, pending or completed action, suit or proceedings against 

him by reason of the fact that he is or was such a director, officer or employee to the extent and in the 

manner permitted by law. 

ING USA may also, to the extent permitted by law, indemnify any other person who is or was serving 

ING USA in any capacity. The Board of Directors shall have the power and authority to determine who 

may be indemnified under this paragraph and to what extent (not to exceed the extent provided in the 

above paragraph) any such person may be indemnified. 

A corporation may procure indemnification insurance on behalf of an individual who is or was a director 

of the corporation. Consistent with the laws of the State of Iowa, ING America Insurance Holdings, Inc. 

maintains Professional Liability and fidelity bond insurance policies issued by an international insurer. 

The policies cover ING America Insurance Holdings, Inc. and any company in which ING America
Insurance Holdings, Inc. has a controlling financial interest of 50% or more. These policies include the
principal underwriter, as well as, the depositor and any/all assets under the care, custody and control of
ING America Insurance Holdings, Inc. and/or its subsidiaries. The policies provide for the following
types of coverage: errors and omissions/professional liability, directors and officers, employment
practices liability and fidelity/crime.

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

ITEM 29: PRINCIPAL UNDERWRITER

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

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

Name	Principal Business Address	Positions and Offices with Underwriter
Ann H. Hughes	1475 Dunwoody Drive, Floor 2B	President and Director
	West Chester, PA 19380-1478
Shaun P. Mathews	10 State House Square	Executive Vice President
	Hartford, CT 06103
William L. Lowe	One Orange Way	Director
	Windsor, CT 06095
Richard E. Gelfand	1475 Dunwoody Drive	Chief Financial Officer
	West Chester, PA 19380-1478
Kimberly A. Anderson	7337 E Doubletree Ranch Road,	Senior Vice President
	Scottsdale, AZ 85258
Michael J. Roland	7337 E Doubletree Ranch Road,	Senior Vice President
	Scottsdale, AZ 85258
Stanley D. Vyner	230 Park Avenue, 13th Floor	Senior Vice President
	New York, NY 10169
William D. Wilcox	One Orange Way	Chief Compliance Officer
	Windsor, CT 06095

Name	Principal Business Address		Positions and Offices with Underwriter
Joseph M. O’Donnell	7337 E Doubletree Ranch Road		Investment Advisor Chief Compliance
	Scottsdale, AZ 85258		Officer and Senior Vice President
Julius A. Drelick, III	7337 E Doubletree Ranch Road		Vice President
	Scottsdale, AZ 85258
William A. Evans	10 State House Square		Vice President
	Hartford, CT 06103
Heather H. Hackett	230 Park Avenue, 13th Floor		Vice President
	New York, NY 10169
Jody Hrazanek	230 Park Avenue, 13th Floor		Vice President
	New York, NY 10169
Todd R. Modic	7337 E Doubletree Ranch Road		Vice President
	Scottsdale, AZ 85258
Jason R. Rausch	230 Park Avenue, 13th Floor		Vice President
	New York, NY 10169
Paul L. Zemsky	230 Park Avenue, 13th Floor		Vice President
	New York, NY 10169
David S. Pendergrass	7337 E Doubletree Ranch Road		Vice President and Treasurer
	Scottsdale, AZ 85258
Spencer T. Shell	5780 Powers Ferry Road		Vice President and Assistant Treasurer
	Atlanta, GA 30327-4390
Joy M. Benner	20 Washington Avenue South		Secretary
	Minneapolis, MN 55401
Randall K. Price	20 Washington Avenue South		Assistant Secretary
	Minneapolis, MN 55401
Susan M. Vega	20 Washington Avenue South		Assistant Secretary
	Minneapolis, MN 55401
G. Stephen Wastek	7337 E Doubletree Ranch Road		Assistant Secretary
	Scottsdale, AZ 85258
Bruce Kuennen	1475 Dunwoody Drive		Attorney-in-Fact
	West Chester, PA 19380-1478
(c)
	2009 Net
	Underwriting
Name of Principal	Discounts and	Compensation		Brokerage
Underwriter	Commission	on Redemption		Commissions	Compensation
Directed Services LLC	$267,979,532	$0		$0	$0

ITEM 30: LOCATION OF ACCOUNTS AND RECORDS 

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and 

the rules under it relating to the securities described in and issued under this Registration Statement are 

maintained by the Depositor and located at: 909 Locust Street, Des Moines, Iowa 50309, 1475 Dunwoody 

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

ITEM 31: MANAGEMENT SERVICES 

None. 

ITEM 32: UNDERTAKINGS 

(a) Registrant hereby undertakes to file a post-effective amendment to this registration statement as 

frequently as it is necessary to ensure that the audited financial statements in the registration statement are 

never more than 16 months old so long as payments under the variable annuity contracts may be 

accepted; 

(b) Registrant hereby undertakes to include either (1) as part of any application to purchase a contract 

offered by the prospectus, a space that an applicant can check to request a Statement of Additional 

Information, or (2) a post card or similar written communication affixed to or included in the prospectus 

that the applicant can remove to send for a Statement of Additional Information; and 

(c) Registrant hereby undertakes to deliver any Statement of Additional Information and any financial 

statements required to be made available under this Form promptly upon written or oral request. 

REPRESENTATIONS

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

2. ING USA Annuity and Life Insurance Company hereby represents that the fees and charges deducted
under the Contract described in the Prospectus, in the aggregate, are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant
certifies that it meets the requirement of Securities Act Rule 485(b) for effectiveness of this Post-
Effective Amendment to its Registration Statement on Form N-4 and has caused this Post-Effective
Amendment to be signed on its behalf in the City of West Chester and Commonwealth of Pennsylvania,
on the 15^th day of December, 2010.

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

As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement
has been signed by the following persons in the capacities indicated on December 15, 2010.

Signatures		Titles
		President and Director
Michael S. Smith*		(principal executive officer)
		Director and Chairman
Thomas J. McInerney*
		Senior Vice President and Chief Accounting Officer
Steven T. Pierson*
		Director, Executive Vice President and Chief Financial Officer
Ewout L. Steenbergen*
		Director
Robert G. Leary*
		Director
Donald W. Britton*
______________________ Director, Senior Vice President
Catherine H. Smith*
		Director
Lynne R. Ford*
By:	/s/ Nicholas Morinigo
	Nicholas Morinigo as
	Attorney-in-Fact

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

	EXHIBIT INDEX
ITEM	EXHIBIT	PAGE #
24(b)(9)	Opinion and Consent of Counsel	EX-99.B9
24(b)(10)	Consent of Independent Registered Public Accounting Firm	EX-99.B10
24(b)(13)	Powers of Attorney	EX-99.B13

EX-99.B9

Exhibit 24(b)(9)

[ING STATIONERY]

December 15, 2010

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

Re:	File Nos. 333-30180; 811-05626
	Prospectus Name: ING GoldenSelect Landmark

Ladies and Gentlemen:

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

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

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

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

Sincerely,

/s/ Nicholas Morinigo
Nicholas Morinigo
Counsel

ING USA Annuity and Life Insurance Company 

1475 Dunwoody Drive 

West Chester, PA 19380-1478 

Tel: (610) 425-3447 

Fax: (610) 425-3520 

EX-99.B10

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

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 31, 2010, with respect to the financial statements of ING USA Annuity and Life Insurance Company as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, and to the use of our report dated April 9, 2010, with respect to the statements of assets and liabilities of Separate Account B of ING USA Annuity and Life Insurance Company as of December 31, 2009, and the related statements of operations and changes in net assets for the periods disclosed in the financial statements, incorporated by reference in Post-Effective Amendment No. 39 to the Registration Statement (Form N-4, No. 333-30180) and related Prospectus and Statement of Additional Information of Separate Account B of ING USA Annuity and Life Insurance Company.

/s/ Ernst & Young LLP

Atlanta, Georgia
December 15, 2010

EX-99.B13

POWER OF ATTORNEY

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

of 1933

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

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

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

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

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

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

associated with the issuance of any such registrations.

COMPANY: ING USA Annuity and Life Insurance Company

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

Nicholas Morinigo and Michael A. Pignatella

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

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

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

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

Signature

/s/ Michael S. Smith

Michael S. Smith, Director and President

POWER OF ATTORNEY

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

of 1933

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

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

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

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

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

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

associated with the issuance of any such registrations.

COMPANY: ING USA Annuity and Life Insurance Company

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

Nicholas Morinigo and Michael A. Pignatella

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

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

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF

1940:

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

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

Signature

/s/ T. J. McInerney

Thomas J. McInerney, Director and Chairman

POWER OF ATTORNEY

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

of 1933

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

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

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

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

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

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

associated with the issuance of any such registrations.

COMPANY: ING USA Annuity and Life Insurance Company

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

Nicholas Morinigo and Michael A. Pignatella

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

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

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF

1940:

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

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

Signature

/s/ Steven T. Pierson

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

POWER OF ATTORNEY

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

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

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

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

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

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

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

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

any such registrations.

COMPANY: ING USA Annuity and Life Insurance Company

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

Nicholas Morinigo and Michael A. Pignatella

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

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

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF

1940:

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

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

Signature

/s/ Ewout Steenbergen

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

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

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

When your agent exercises this authority, he or she must act according to any instructions you have
provided or, where there are no specific instructions, in your best 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
/s/ John S. Kreighbaum	County of Chester
John S. (Scott ) Kreighbaum
	On this, the 19th day of February, 2010, before me Michael T.
	Zelinsky, the undersigned officer, personally appeared John S.
Commonwealth of Pennsylvania	(Scott) Kreighbaum, known to me (or satisfactorily proven) to be
Notarial Seal	the person whose name is subscribed as attorney in fact for Ewout
Michael T. Zelinsky, Notary Public	Steenbergen, and acknowledged that he executed the same as the act
West Whiteland Twp., Chester County	of his principal for the purposes therein contained.
My Commission Expires Jan. 31, 2012
	/s/ Michael T. Zelinsky
	Notary Public
	State of Pennsylvania
/s/ Nicholas Morinigo	County of Chester
Nicholas Morinigo
	On this, the 19th day of February, 2010, before me Michael T.
	Zelinsky, the undersigned officer, personally appeared Nicholas
Commonwealth of Pennsylvania	Morinigo, known to me (or satisfactorily proven) to be the person
Notarial Seal	whose name is subscribed as attorney in fact for Ewout
Michael T. Zelinsky, Notary Public	Steenbergen, and acknowledged that he executed the same as the act
West Whiteland Twp., Chester County	of his principal for the purposes therein contained.
My Commission Expires Jan. 31, 2012
	/s/ Michael T. Zelinsky
	Notary Public
	State of Connecticut
/s/ J. Neil McMurdie	County of Hartford Town of Windsor
J. Neil McMurdie
	The foregoing instrument was executed and acknowledged before
	me this 19th day of February, 2010, by J. Neil McMurdie, as
Nicole L. Molleur	attorney in fact on behalf of Ewout Steenbergen.
Notary Public Within and for
The State of Connecticut	/s/ Nicole L. Molleur
My commission expires: Nov. 30, 2014	Notary Public
	State of Connecticut
/s/ Michael A. Pignatella	County of Hartford Town of Windsor
Michael A. Pignatella
	The foregoing instrument was executed and acknowledged before
	me this 19th day of February, 2010, by Michael A. Pignatella, as
Nicole L. Molleur	attorney in fact on behalf of Ewout Steenbergen.
Notary Public Within and for
The State of Connecticut	/s/ Nicole L. Molleur
My commission expires: Nov. 30, 2014	Notary Public

IMPORTANT INFORMATION FOR THE AGENT:

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

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

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

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

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

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the
principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s
Name) by (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.
	Helen M. Scheuer
/s/ Helen M. Scheuer	Notary Public, State of New York
Notary Public	No. 01SC3352985
	Qualified in New York County
	Commission Expires 4-30-2011

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

When your agent exercises this authority, he or she must act according to any instructions you have
provided or, where there are no specific instructions, in your best 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
/s/ John S. Kreighbaum	County of Chester
John S. (Scott ) Kreighbaum
	On this, the 19th day of February, 2010, before me Michael T.
	Zelinsky, the undersigned officer, personally appeared John S.
Commonwealth of Pennsylvania	(Scott) Kreighbaum, known to me (or satisfactorily proven) to be
Notarial Seal	the person whose name is subscribed as attorney in fact for Robert
Michael T. Zelinsky, Notary Public	G. Leary, and acknowledged that he executed the same as the act of
West Whiteland Twp., Chester County	his principal for the purposes therein contained.
My Commission Expires Jan. 31, 2012
	/s/ Michael T. Zelinsky
	Notary Public
	State of Pennsylvania
/s/ Nicholas Morinigo	County of Chester
Nicholas Morinigo
	On this, the 19th day of February, 2010, before me Michael T.
	Zelinsky, the undersigned officer, personally appeared Nicholas
Commonwealth of Pennsylvania	Morinigo, known to me (or satisfactorily proven) to be the person
Notarial Seal	whose name is subscribed as attorney in fact for Robert G. Leary,
Michael T. Zelinsky, Notary Public	and acknowledged that he executed the same as the act of his
West Whiteland Twp., Chester County	principal for the purposes therein contained.
My Commission Expires Jan. 31, 2012
	/s/ Michael T. Zelinsky
	Notary Public
	State of Connecticut
/s/ J. Neil McMurdie	County of Hartford Town of Windsor
J. Neil McMurdie
	The foregoing instrument was executed and acknowledged before
	me this 19th day of February, 2010, by J. Neil McMurdie, as
Nicole L. Molleur	attorney in fact on behalf of Robert G. Leary.
Notary Public Within and for
The State of Connecticut	/s/ Nicole L. Molleur
My commission expires: Nov. 30, 2014	Notary Public
	State of Connecticut
/s/ Michael A. Pignatella	County of Hartford Town of Windsor
Michael A. Pignatella
	The foregoing instrument was executed and acknowledged before
	me this 19th day of February, 2010, by Michael A. Pignatella, as
Nicole L. Molleur	attorney in fact on behalf of Robert G. Leary.
Notary Public Within and for
The State of Connecticut	/s/ Nicole L. Molleur
My commission expires: Nov. 30, 2014	Notary Public

IMPORTANT INFORMATION FOR THE AGENT:

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

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

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

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

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

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the
principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s
Name) by (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	Helen M. Scheuer
Notary Public	Notary Public, State of New York
	No. 01SC3352985
	Qualified in New York County
	Commission Expires 4-30-2011

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

When your agent exercises this authority, he or she must act according to any instructions you have
provided or, where there are no specific instructions, in your best 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
/s/ John S. (Scott) Kreighbaum	County of Chester
John S. (Scott ) Kreighbaum
	On this, the 18th day of October, 2010, before me Michael T.
	Zelinsky, the undersigned officer, personally appeared John S.
Commonwealth of Pennsylvania	(Scott) Kreighbaum, known to me (or satisfactorily proven) to
Notarial Seal	be the person whose name is subscribed as attorney in fact for
Michael T. Zelinsky, Notary Public	Lynne R. Ford, and acknowledged that he executed the same as
West Whiteland Twp., Chester County	the act of his principal for the purposes therein contained.
My Commission Expires 01/31/12
	/s/ Michael T. Zelinsky
	Notary Public
	State of Pennsylvania
/s/ Nicholas Morinigo	County of Chester
Nicholas Morinigo
	On this, the 15th day of October, 2010, before me Michael T.
	Zelinsky, the undersigned officer, personally appeared Nicholas
Commonwealth of Pennsylvania	Morinigo, known to me (or satisfactorily proven) to be the
Notarial Seal	person whose name is subscribed as attorney in fact for Lynne
Michael T. Zelinsky, Notary Public	R. Ford, and acknowledged that he executed the same as the act
West Whiteland Twp., Chester County	of his principal for the purposes therein contained.
My Commission Expires 01/31/12
	Michael T. Zelinsky
	Notary Public
	State of Connecticut
/s/ J. Neil McMurdie	County of Hartford Town of Windsor
J. Neil McMurdie
	The foregoing instrument was executed and acknowledged
	before me this 7th day of October, 2010, by J. Neil McMurdie,
Nicole L. Molleur	as attorney in fact on behalf of Lynne R. Ford.
Notary Public Within and for
The State of Connecticut
My commission expires: Nov. 30, 2014	/s/ Nicole L. Molleur
	Notary Public

IMPORTANT INFORMATION FOR THE AGENT:

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

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

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

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

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

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