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ING USA Annuity and Life Insurance Company

Separate Account B of ING USA Annuity and Life Insurance Company

Deferred Combination Variable and Fixed Annuity Prospectus

ING GOLDENSELECT LANDMARK ®

April 29, 2011

This prospectus describes ING GoldenSelect Landmark, a group and individual deferred variable annuity
contract (the "Contract") offered for sale by ING USA Annuity and Life Insurance Company ("ING USA," the
"Company," "we," "us" or "our") through Separate Account B (the "Separate Account"). The Contract was
available in connection with certain retirement plans that qualify for special federal income tax treatment ("qualified
Contracts") under the Internal Revenue Code of 1986, as amended (the "Tax Code"), as well as those that do not
qualify for such treatment ("non-qualified Contracts"). As of March 15, 2010, we are no longer offering this
Contract for sale to new purchasers.

The Contract provides a means for you to allocate your premium payments in one or more subaccounts, each of
which invest in a single investment portfolio. You may also allocate premium payments to our Fixed Account with
guaranteed interest periods. Your contract value will vary daily to reflect the investment performance of the
investment portfolio(s) you select and any interest credited to your allocations in the Fixed Account. For Contracts
sold in some states, not all Fixed Interest Allocations or subaccounts are available. The investment portfolios
available under your Contract are listed on the next page.

You have a right to return a Contract within 10 days after you receive it for a refund of the adjusted contract
value (which may be more or less than the premium payments you paid), or if required by your state, the original
amount of your premium payment. In no event does the Company retain any investment gain associated with a
Contract that is free looked. Longer free look periods apply in some states and in certain situations. Your free look
rights depend on the laws of the state in which you purchase the Contract.

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

This prospectus provides information that you should know before investing and should be kept for future
reference. A Statement of Additional Information ("SAI"), dated April 29, 2011, has been filed with the Securities
and Exchange Commission ("SEC"). It is available without charge upon request. To obtain a copy of this document,
write to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-9271 or call (800) 366-0066, or
access the SEC's website (http://www.sec.gov). When looking for information regarding the Contracts offered
through this prospectus, you may find it useful to use the number assigned to the registration statement under the
Securities Act of 1933. This number is 333 -30180. The table of contents of the SAI is on the last page of this
prospectus and the SAI is made part of this prospectus by reference.

The SEC has not approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

Allocations to a subaccount investing in a Trust or Fund (investment portfolio) is not a bank deposit and
is not insured or guaranteed by any bank or by the Federal Deposit Insurance Corporation or any other
government agency.

We pay compensation to broker/dealers whose registered representatives sell the Contract. See "Other
Contract Provisions - Selling the Contract," for further information about the amount of compensation we
pay.

The investment portfolios are listed on the next page.

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The investment portfolios currently available under your Contract are:

BlackRock Global Allocation V.I. Fund (Class III)	ING Large Cap Growth Portfolio (Class S)
ING American Funds Asset Allocation Portfolio	ING Large Cap Value Portfolio (Class S)
ING American Funds Bond Portfolio	ING Liquid Assets Portfolio (Class S)
ING American Funds Global Growth and Income Portfolio	ING Marsico Growth Portfolio (Class S)
ING American Funds Growth Portfolio	ING MFS Total Return Portfolio (Class S)
ING American Funds International Growth and Income Portfolio	ING MFS Utilities Portfolio (Class S)
ING American Funds International Portfolio	ING MidCap Opportunities Portfolio (Class S)
ING American Funds World Allocation Portfolio (Class S)	ING Morgan Stanley Global Franchise Portfolio (Class S)
ING Artio Foreign Portfolio (Class S)	ING Oppenheimer Active Allocation Portfolio (Class S)
ING Baron Small Cap Growth Portfolio (Class S)	ING Oppenheimer Global Portfolio (Class S)
ING BlackRock Health Sciences Opportunities Portfolio (Class S)	ING PIMCO High Yield Portfolio ( Class S)
ING BlackRock Inflation Protected Bond Portfolio (Class S)	ING PIMCO Total Return Bond Portfolio (Class S)
ING BlackRock Large Cap Growth Portfolio (Class S)	ING Pioneer Fund Portfolio (Class S)
ING BlackRock Science and Technology Opportunities Portfolio	ING Pioneer Mid Cap Value Portfolio (Class S)
(Class S)	ING Retirement Conservative Portfolio (Class ADV)
ING Davis New York Venture Portfolio (Class S)	ING Retirement Growth Portfolio (Class ADV)
ING DFA World Equity Portfolio (Class S)	ING Retirement Moderate Growth Portfolio (Class ADV)
ING EURO STOXX 50 ® Index Portfolio (Class ADV)	ING Retirement Moderate Portfolio (Class ADV)
ING FMRSM Diversified Mid Cap Portfolio (Class S)	ING Russell™ Large Cap Growth Index Portfolio (Class S)
ING Franklin Income Portfolio (Class S)	ING RussellTM Large Cap Index Portfolio (Class S)
ING Franklin Mutual Shares Portfolio (Class S)	ING Russell™ Large Cap Value Index Portfolio (Class S)
ING Franklin Templeton Founding Strategy Portfolio (Class S)	ING Russell™ Mid Cap Growth Index Portfolio (Class S)
ING FTSE 100 Index ® Portfolio (Class ADV)	ING RussellTM Mid Cap Index Portfolio (Class S)
ING Global Resources Portfolio (Class ADV)	ING RussellTM Small Cap Index Portfolio (Class S)
ING Growth and Income Portfolio (Class ADV)	ING Small Company Portfolio (Class S)
ING Hang Seng Index Portfolio (Class S)	ING Templeton Foreign Equity Portfolio (Class S)
ING Intermediate Bond Portfolio (Class S)	ING Templeton Global Growth Portfolio (Class S)
ING International Index Portfolio (Class S)	ING T. Rowe Price Capital Appreciation Portfolio (Class S)
ING Invesco Van Kampen Comstock Portfolio (Class S)	ING T. Rowe Price Equity Income Portfolio (Class S)
ING Invesco Van Kampen Equity and Income Portfolio (Class S)	ING T. Rowe Price Growth Equity Portfolio (Class S)
ING Invesco Van Kampen Growth and Income Portfolio	ING T. Rowe Price International Stock Portfolio (Class S)
(Class S)	ING U. S. Bond Index Portfolio (Class S)
ING Japan TOPIX Index ® Portfolio (Class ADV)	ING WisdomTreeSM Global High-Yielding Equity Index
ING JPMorgan Emerging Markets Equity Portfolio (Class S)	Portfolio (Class S)
ING JPMorgan Mid Cap Value Portfolio (Class S)
ING JPMorgan Small Cap Core Equity Portfolio (Class S)

These investment portfolios comprise the subaccounts open to new premiums and transfers. More information can be found in the appendices. See Appendix A for all subaccounts and valuation information. Appendix B highlights each portfolio's investment objective and adviser (and any subadviser or consultant), as well as indicates recent portfolio changes. If you received a summary prospectus for any of the underlying investment portfolios available through your contract, you may obtain a full prospectus and other fund information free of charge by either accessing the internet address, calling the telephone number or sending an email request to the contact information shown on the front of the portfolio's summary prospectus.

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TABLE OF CONTENTS


	Page
INDEX OF SPECIAL TERMS	1
FEES AND EXPENSES	2
CONDENSED FINANCIAL INFORMATION	5
ING USA SEPARATE ACCOUNT B	6
ING USA ANNUITY AND LIFE INSURANCE COMPANY	6
THE TRUSTS AND FUNDS	7
CHARGES AND FEES	8
THE ANNUITY CONTRACT	14
LIVING BENEFIT RIDERS	21
WITHDRAWALS	46
TRANSFERS AMONG YOUR INVESTMENTS (EXCESSIVE TRADING POLICY)	49
DEATH BENEFIT CHOICES	54
THE ANNUITY OPTIONS	61
OTHER CONTRACT PROVISIONS	63
OTHER INFORMATION	66
FEDERAL TAX CONSIDERATIONS	67
STATEMENT OF ADDITIONAL INFORMATION	79
APPENDIX A - Condensed Financial Information	A1
APPENDIX B - The Investment Portfolios	B1
APPENDIX C - Fixed Account II	C1
APPENDIX D - Fixed Interest Division	D1
APPENDIX E - Surrender Charge for Excess Withdrawals Example	E1
APPENDIX F - Special Funds and Excluded Funds Examples	F1
APPENDIX G - Examples of Minimum Guaranteed Income Benefit Calculation	G1
APPENDIX H - ING LifePay Plus and ING Joint LifePay Plus Partial Withdrawal Amount Examples	H1
APPENDIX I - Examples of Fixed Allocation Funds Automatic Rebalancing	I1
APPENDIX J - ING LifePay Plus and ING Joint LifePay Plus	J1
APPENDIX K - ING LifePay and ING Joint LifePay	K1
APPENDIX L - Minimum Guaranteed Withdrawal Benefit	L1
APPENDIX M - State Variations	M1

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INDEX OF SPECIAL TERMS

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

each term:


Special Term	Page


Accumulation Unit	5
Annuitant	15
Annual Ratchet	31
Annual Ratchet Enhanced Death Benefit	56
Annuity Start Date	15
Cash Surrender Value	20
Claim Date	54
Contract Date	14
Contract Owner	14
Contract Value	20
Contract Year	14
Covered Fund	8
Earnings Multiplier Benefit	59
Excluded Fund	8
Fixed Account	21
Fixed Interest Allocation	21
Fixed Interest Division	21
Free Withdrawal Amount	9
ING LifePay Plus Base	30
Market Value Adjustment	C2
Max 7 Enhanced Death Benefit	57
Net Investment Factor	5
Net Rate of Return	5
Restricted Fund	7
Rider Date	22
7% Solution Death Benefit Element	58
Special Fund	8
Standard Death Benefit	55

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


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

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FEES AND EXPENSES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the

Contract. For more information about the fees and expenses, please see the "Charges and Fees" section later in this

prospectus.

The first table describes the fees and expenses that you will pay at the time that you buy the Contract, surrender

the Contract, or transfer contract value between investment options. State premium taxes may also be deducted.

Contract Owner Transaction Expenses 1

Surrender Charge:


Complete Years Elapsed	0	1	2	3	4+
Since Premium Payment
Surrender Charge (as a percentage of	6%	5%	4%	3%	0%
Premium Payment withdrawn)

Transfer Charge:				$25 per transfer, currently zero

Premium Tax 2 :				0% to 3.5%

Overnight Charge 3				$20

1	If you invested in a Fixed Interest Allocation, a Market Value Adjustment may apply to certain transactions. This may increase or decrease your contract value and/or your transfer or surrender amount.
2	Any premium tax is deducted from the contract value.
3	You may choose to have this charge deducted from the amount of a withdrawal you would like sent to you by overnight delivery service.

The next table describes the fees and expenses that you will pay periodically during the time that you own the Contract, not including Trust or Fund fees and expenses.

Separate Account Annual Charges

Contract without any of the optional riders that may be available

Annual Contract Administrative Charge1 $30

(We waive this charge if the total of your premium payments is $ 100,000 or more or if your contract value at the end of a contract year is $100,000 or more.)


	Standard	Annual Ratchet	Max 7
	Death	Enhanced	Enhanced
	Benefit	Death Benefit	Death Benefit
Mortality & Expense Risk Charge2	1.50%	1.80%	2.05%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%
Total 3	1.65%	1.95%	2.20%

1	We deduct this charge on each contract anniversary and on surrender.
2	Before January 12, 2009, the Quarterly Ratchet Enhanced Death Benefit was available for the same charge. For Contracts with the Quarterly Ratchet Enhanced Death Benefit purchases before April 28, 2008, the Mortality and Expense Charge is 1.75%.
3	These charges are as a percentage of average contract value in each subaccount. These annual charges are deducted daily.

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The next tables show the charges for the optional riders currently available with the Contract. These charges would be in addition to the Separate Account Annual Charges noted above. In addition to the Earnings Multiplier Benefit rider, you may add only one of the three living benefit riders, namely: the Minimum Guaranteed Income Benefit; ING LifePay Plus Minimum Guaranteed Withdrawal Benefit; and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit. For more information about which one may be right for you, please see "Living Benefit Riders." For more information about the charges for the optional riders, please see "Charges and Fees -Optional Rider Charges."

Optional Rider Charge 1

Earnings Multiplier Benefit rider :


As an Annual Charge	Maximum Annual Charge
(Charge Deducted Quarterly)
0.30% of contract value	0.30% of contract value

Minimum Guaranteed Income Benefit rider 2:


As an Annual Charge	Maximum Annual Charge
(Charge Deducted Quarterly)
0.75% of the MGIB Charge Base	1.50% of the MGIB Charge Base

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider 3:

As an Annual Charge - Currently

(Charge Deducted Quarterly)

1.00% of the ING LifePay Plus Base

Maximum Annual Charge

1.50% of the ING LifePay Plus Base

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider 4:

As an Annual Charge - Currently

(Charge Deducted Quarterly)

1.20% of the ING LifePay Plus Base

Maximum Annual Charge4

1.70% of the ING LifePay Plus Base

1	Optional rider charges are expressed as a percentage, rounded to the nearest hundredth of one percent. The basis for an optional rider charge is sometimes a charge base, benefit base or contract value, as applicable.
	Optional rider charges are deducted from the contract value in your subaccount allocations (and/or your Fixed Interest Allocations if there is insufficient contract value in the subaccounts).
2	For more information about how the MGIB Charge Base is determined, please see "Living Benefit Riders - Minimum Guaranteed Income Benefit Rider (the "MGIB rider") - Rider Charge."
3	The ING LifePay Plus Base is calculated based on premium if this rider is elected at contract issue. The ING LifePay Plus Base is calculated based on contract value if this rider is added after contract issue. The charge for this rider can increase upon the Annual Ratchet once the Lifetime Withdrawal Phase begins, subject to the maximum charge. We promise not to increase the charge for your first five contract years.
	For more information about the ING LifePay Plus Base and Annual Ratchet, please see "Charges and Fees - Optional Rider Charges - ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING LifePay Plus) Rider Charge" and "Living Benefit Riders - ING LifePay Plus Minimum Guaranteed Withdrawal Benefit ("ING LifePay Plus") Rider - Annual Ratchet."
4	The ING LifePay Plus Base is calculated based on premium if this rider is elected at contract issue. The ING LifePay Plus Base is calculated based on contract value if this rider is added after contract issue. The charge for this rider can increase upon the Annual Ratchet once the Lifetime Withdrawal Phase begins, subject to the maximum charge. We promise not to increase the charge for your first five contract years.
	For more information about the ING LifePay Plus Base and Annual Ratchet, please see "Charges and Fees - Optional Rider Charges - ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay Plus) Rider Charge" and "Living Benefit Riders - ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit ("ING Joint LifePay Plus") Rider - Annual Ratchet."

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The next item shows the minimum and maximum total operating expenses charged by the Trust or Fund that you may pay periodically during the time that you own the Contract. More detail concerning each Trust or Fund's fees and expenses is contained in the prospectus for each Trust or Fund.


Total Annual Trust or Fund Operating Expenses	Minimum	Maximum
(expenses that are deducted from Trust or Fund assets, including
management fees, distribution and/or service (12b-1) fees1, 2 , and	0.52%	1.59%
other expenses):

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

No Trust or Fund currently charges a redemption fee. For more information about redemption fees, please see "Charges and Fees - Charges Deducted From the Contract Value - Redemption Fees."

Example

This Example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts.

The Example assumes that you invest $10,000 in the Contract for the time periods indicated. The costs reflected are the maximum charges for the Contract with the Annual Ratchet Enhanced Death Benefit and the most expensive combination of riders possible: Earnings Multiplier Benefit and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit. The Example also assumes that your investment has a 5% return each year, and assumes the maximum Trust or Fund fees and expenses. Excluded are premium taxes and any transfer charges.

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


1)	If you surrender or annuitize your contract at the end of the applicable time period:


1 year	3 years	5 years	10 years
$1,156	$2,091	$2,855	$5,868


2)	If you do not surrender your contract:


1 year	3 years	5 years	10 years
$556	$1,691	$2,855	$5,868

Compensation is paid for the sale of the Contracts. For information about this compensation, see "Other Contract
Provisions - Selling the Contract."

Fees Deducted by the Funds

Fund Fee Information. The fund prospectuses show the investment advisory fees, 12b-1 fees and other expenses including service fees (if applicable) charged annually by each fund. Fund fees are one factor that impacts the value of a fund share. Please refer to the fund prospectuses for more information and to learn more about additional factors.

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recordkeeping or other services provided by the Company to the funds or the funds' affiliates. These additional payments may also be used by the Company to finance distribution. These additional payments are made by the funds or the funds' affiliates to the Company and do not increase, directly or indirectly, the fund fees and expenses. Please see "Charges and Fees - Trust and Fund Expenses" for more information.

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

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

CONDENSED FINANCIAL INFORMATION

Accumulation Unit

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

Tables containing (i) the accumulation unit value history of each subaccount of ING USA Separate Account B offered in this prospectus and (ii) the total investment value history of each such subaccount are presented in "Appendix A - Condensed Financial Information" - for the lowest and highest combination of asset-based charges. The numbers show the year-end unit values of each subaccount from the time purchase payments were first received in the subaccounts under the Contract. Complete information is available in the SAI.

The Net Investment Factor

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

1)	We take the net asset value of the subaccount at the end of each business day.
2)	We add to (1) the amount of any dividend or capital gains distribution declared for the subaccount and reinvested in such subaccount. We subtract from that amount a charge for our taxes, if any.
3)	We divide (2) by the net asset value of the subaccount at the end of the preceding business day.
4)	We then subtract the applicable daily charges from the subaccount: the mortality and expense risk charge; the asset-based administrative charge; and any optional rider charges.

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

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

Financial Statements

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

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ING USA SEPARATE ACCOUNT B

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

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

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

ING USA is an Iowa stock life insurance company, which was originally incorporated in Minnesota on January 2, 1973. ING USA is a wholly owned subsidiary of Lion Connecticut Holdings Inc. ("Lion Connecticut"), which in turn is a wholly owned subsidiary of ING Groep N.V. ("ING"), a global financial services holding company based in The Netherlands. ING USA is authorized to sell insurance and annuities in all states, except New York, and the District of Columbia. Although we are a subsidiary of ING, ING is not responsible for the obligations under the Contract. The obligations under the Contract are solely the responsibility of ING USA.

Directed Services LLC, the distributor of the Contracts and the investment manager of the ING Investors Trust, is also a wholly owned indirect subsidiary of ING. ING also indirectly owns ING Investments, LLC and ING Investment Management Co., portfolio managers of the ING Investors Trust and the investment managers of the ING Variable Insurance Trust, ING Variable Products Trust and ING Variable Product Portfolios, respectively.

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

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

Regulatory Matters

As with many financial services companies, the Company and its affiliates periodically receive informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry. Some of these investigations and inquiries could result in regulatory action against the Company. The potential outcome of such action is difficult to predict but could subject the Company or its affiliates to adverse

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consequences, including, but not limited to, settlement payments, penalties, fines, and other financial liability. It is not currently anticipated that the outcome of any such action will have a material adverse effect on ING or ING's U.S.-based operations, including the Company. It is the practice of the Company and its affiliates to cooperate fully in these matters.

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

THE TRUSTS AND FUNDS

You will find information about the Trusts and Funds currently available under your Contract in "Appendix B - The Investment Portfolios." A prospectus containing more complete information on each Trust or Fund may be obtained by calling our Customer Service Center at (800) 366-0066. You should read the prospectus carefully before investing.

Certain funds are designated as "Master-Feeder" or "Retirement Funds." Funds offered in a Master -Feeder structure (such as the American Funds) or fund of funds structure (such as the Retirement Funds) may have higher fees and expenses than a fund that invests directly in debt and equity securities. Consult with your investment professional to determine if the portfolios may be suited to your financial needs, investment time horizon and risk tolerance. You should periodically review these factors to determine if you need to change your investment strategy.

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

Restricted Funds

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

We limit your investment in the Restricted Funds on an aggregate basis for all Restricted Funds and for each individual Restricted Fund. Currently, we limit an investment in Restricted Funds to the following limitations: no more than $999,999,999, and no more than 30 percent of contract value. We may change these limits, in our discretion, for new contracts, premiums, transfers or withdrawals.

We monitor the aggregate and individual limits on investments in Restricted Funds for each transaction (e.g. premium payments, reallocations, withdrawals, dollar cost averaging). If the contract value in the Restricted Funds has increased beyond the applicable limit due to market growth, we will not require the reallocation or withdrawal of contract value from the Restricted Funds. However, if the contract value in the Restricted Funds exceeds the aggregate limit, if you take a withdrawal, it must come from either the Restricted Funds or pro-rata from all investment options in which contract value is allocated, so that the percentage of contract value in the Restricted

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Funds following the withdrawal is less than or equal to the percentage of contract value in the Restricted Funds prior to the withdrawal.

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

We will not permit a transfer to the Restricted Funds if it would increase the contract value in the Restricted Fund or in all Restricted Funds to more than the applicable limits set forth above. If the total amount of your requested transfer exceeds the applicable limits, we will inform your financial representative or you that we will not process any part of the transfer and that new instructions will be requested. We will not limit transfers from Restricted Funds. If the multiple reallocations lower the percentage of total contract value in Restricted Funds, we will permit the reallocation even if the percentage of contract value in a Restricted Fund is greater than its limit.

Please see "Withdrawals" and "Transfers Among Your Investments (Excessive Trading Policy)" in this prospectus for more information on the effect of Restricted Funds.

Covered Funds, Special Funds and Excluded Funds

For purposes of determining death benefits and benefits under the living benefit riders (but not the earnings multiplier benefit rider), we assign the investment options to one of three categories of funds. The categories are:

1)	Covered Funds;
2)	Special Funds; and
3)	Excluded Funds.

Allocations to Covered Funds participate fully in all guaranteed benefits. Allocations to Special Funds could affect the death benefit and/or optional benefit rider guarantee that may otherwise be provided. Allocations to Excluded Funds do not participate in any guaranteed benefits, due to their potential for volatility. No investment options are currently designated as Excluded Funds.

Designation of investment options under these categories may vary by benefit. For example, we may designate an investment option a Special Fund for purposes of calculating a benefit under an optional benefit rider, but not a death benefit, or for calculating one death benefit and not another. We may, with 30 days notice to you, designate any investment option as a Special or Excluded Fund with respect to new premiums added to such investment option and also with respect to new transfers to such investment option. For more information about these categories of funds with a death benefit, please see "Death Benefit Choices - Death Benefit During the Accumulation Phase" and Appendix F for examples. These categories of funds also apply to the Minimum Guaranteed Income Benefit rider. Please see "Living Benefit Riders - Minimum Guaranteed Income Benefit Rider (the "MGIB rider")" for more information.

CHARGES AND FEES

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

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Charge Deduction Subaccount

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

Charges Deducted from the Contract Value

We deduct the following charges from your contract value:

Surrender Charge. We will deduct a contingent deferred sales charge (a "surrender charge") if you surrender your Contract or if you take a withdrawal in excess of the Free Withdrawal Amount during the 4-year period from the date we receive and accept a premium payment. We base the surrender charge on a percentage of each premium payment withdrawn. The surrender charge is based on the amount requested for withdrawal. The surrender charge is deducted from the contract value remaining after you have received the amount requested for withdrawal. This charge is intended to cover sales expenses that we have incurred. We may reduce or waive the surrender charge in certain situations. We will never charge more than the maximum surrender charges. The percentage of premium payments deducted at the time of surrender or excess withdrawal depends on the number of complete years that have elapsed since that premium payment was made. We determine the surrender charge as a percentage of each premium payment as follows:


Complete Years Elapsed	0	1	2	3	4+
Since Premium Payment
Surrender Charge (as a percentage of	6%	5%	4%	3%	0%
Premium Payment withdrawn)

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

Free Withdrawal Amount. The Free Withdrawal Amount is the greater of (i) any earnings less previous withdrawals, and (ii) 10% of premium payments paid within 4 years prior to the date of withdrawal and not previously withdrawn, less any previous withdrawals taken in the same contract year.

Surrender Charge for Excess Withdrawals. We will deduct a surrender charge for excess withdrawals, which may include a withdrawal you make to satisfy required minimum distribution requirements under the Tax Code. We consider a withdrawal to be an excess withdrawal when the amount you withdraw in any contract year exceeds the Free Withdrawal Amount. When you are receiving systematic withdrawals, any combination of regular withdrawals and systematic withdrawals taken will be included in determining the amount of the excess withdrawal. In other words, if any single withdrawal or sum of withdrawals exceeds the Free Withdrawal Amount, then you will incur a surrender charge on the excess portion, no matter that the withdrawal is a regular withdrawal or a systematic withdrawal. Premium taxes may also apply. We will deduct such charges from the contract value in proportion to the contract value in each subaccount or Fixed Interest Allocation from which the excess withdrawal was taken. In instances where the excess withdrawal equals the entire contract value in such subaccounts or Fixed Interest Allocations, we will deduct charges proportionately from all other subaccounts and Fixed Interest Allocations in which you are invested. Any withdrawal from a Fixed Interest Allocation more than 30 days before its maturity date will trigger a Market Value Adjustment. See Appendix C for more information.

For the purpose of calculating the surrender charge for an excess withdrawal: (i) we treat premiums as being withdrawn on a first-in, first -out basis; and (ii) amounts withdrawn which are not considered an excess withdrawal are not considered a withdrawal of any premium payments. We have included an example of how this works in

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Appendix E. Although we treat premium payments as being withdrawn before earnings for purpose of calculating the surrender charge for excess withdrawals, the federal tax law treats earnings as withdrawn first.

Premium Taxes. We may charge for state and local premium taxes depending on your state of residence. These taxes can range from 0% to 3.5% of the premium payment. We have the right to change this amount to conform with changes in the law or if you change your state of residence.

We deduct the premium tax from your contract value or in the case of a living benefit rider, the benefit base (e.g., MGIB Charge Base or ING LifePay Plus Base), if exercised, on the annuity start date. However, some jurisdictions impose a premium tax at the time initial and additional premiums are paid, regardless of when the annuity payments begin. In those states we may defer collection of the premium taxes from your contract value and deduct it when you surrender the Contract, when you take an excess withdrawal or on the annuity start date.

Administrative Charge. We deduct an annual administrative charge on each contract anniversary. If you surrender your Contract prior to a contract anniversary, we deduct an administrative charge when we determine the cash surrender value payable to you. The charge is $30 per Contract. We waive this charge if your contract value is $100,000 or more at the end of a contract year or the total of your premium payments is $100,000 or more or under other under conditions established by ING USA. We deduct the charge proportionately from all subaccounts in which you are invested. If there is no contract value in those subaccounts, we will deduct the charge from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity dates until the charge has been paid.

Transfer Charge. We currently do not deduct any charges for transfers made during a contract year. We have the right, however, to assess up to $ 25 for each transfer after the twelfth transfer in a contract year. The charge will not apply to any transfers due to the election of dollar cost averaging or automatic rebalancing.

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

Charges Deducted from the Subaccounts

Mortality and Expense Risk Charge. The amount of the mortality and expense risk charge depends on the death benefit you have elected. The charge is deducted on each business day and is a percentage of average daily assets based on the assets you have in each subaccount. The mortality and expense risk charge compensates the Company for death benefit and annuitization risks and the risk that expense charges will not cover actual expenses. If there are any profits from the mortality and expense risk charge, we may use such profits to finance the distribution of Contracts.


	Annual Ratchet	Max 7
Standard	Enhanced	Enhanced
Death Benefit	Death Benefit	Death Benefit

Annual Charge	Annual Charge	Annual Charge
1.50%	1.80%	2.05%

Before January 12, 2009, the Quarterly Ratchet Enhanced Death Benefit was available in place of the Annual Ratchet Enhanced Death Benefit for the same charge. For Contracts with the Quarterly Ratchet Enhanced Death Benefit purchased before April 28, 2008, the Mortality and Expense Risk Charge is 1.75%.

Asset-Based Administrative Charge. The amount of the asset-based administrative charge, on an annual basis, is equal to 0.15% of the assets you have in each subaccount. We deduct the charge on each business day at the rate of 0.0004% of average daily assets based on the assets you have in each subaccount.

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Optional Rider Charges. Some features and benefits of the Contract are available by rider for an additional charge. Availability is subject to state approval and sometimes broker/dealer approval. Once elected, a rider cannot be canceled independently of the Contract. Below is information about the charge for a rider. Riders are expressed as a percentage, rounded to the nearest hundredth of one percent. Riders are subject to conditions and limitations. For more information about how the Earnings Multiplier Benefit rider works, including the conditions and limitations, please see "Death Benefit Choices - Death Benefit During the Accumulation Phase - Earnings Multiplier Benefit Rider." For more information about how each living benefit rider works, including the defined terms used in connection with the riders, as well as the conditions and limitations, please see "Living Benefit Riders."

Earnings Multiplier Benefit Rider Charge . Subject to state availability, you may purchase the earnings multiplier benefit rider for a non-qualified Contract either at issue or on the next contract anniversary following the introduction of the benefit in your state, if later. So long as the rider is in effect, we will deduct a separate quarterly charge for the rider through a pro-rata reduction of the contract value of the subaccounts in which you are invested. If there is insufficient contract value in the subaccounts, we will deduct the charges from your Fixed Interest Allocations starting with the allocation nearest its maturity date. If that is insufficient, we will deduct the charge from the allocation next nearest its maturity date, and so on. We deduct the rider charge on each quarterly contract anniversary in arrears, meaning we deduct the first charge on the first quarterly anniversary following the rider date. If you surrender or annuitize your Contract, we will deduct a pro-rata portion of the charge for the current quarter based on the current contract value immediately prior to the surrender or annuitization. The quarterly charge for the earnings multiplier benefit rider is 0.08% (0.30% annually). For a description of the rider, see "Death Benefit Choices - Death Benefit During the Accumulation Phase - Earnings Multiplier Benefit Rider."

Minimum Guaranteed Income Benefit (MGIB) Rider Charge. The charge for the MGIB rider, a living benefit, is deducted quarterly, and is a percentage of the MGIB Charge Base:


Maximum Annual Charge	Current Annual Charge
1.50%	0.75%

We deduct the quarterly charge in arrears from the subaccounts in which you are invested based on the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter from the contract date. The charge is deducted even if you decide never to exercise your right to annuitize under this rider. For more information about how this rider works, including how the MGIB Charge Base is determined, please see "Living Benefit Riders - Minimum Guaranteed Income Benefit Rider (the "MGIB rider")."


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

Maximum Annual Charge	Current Annual Charge
1.50%	1.00%

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the right to increase the charge for the ING LifePay Plus rider upon the Annual Ratchet once the Lifetime Withdrawal Phase begins. You will never pay more than new issues of this rider, subject to the maximum annual charge. We promise not to increase the charge for your first five contract years. For more information about how this rider works, please see "Living Benefit Riders - ING LifePay Plus Minimum Guaranteed Withdrawal Benefit ("ING LifePay Plus") Rider."

Please Note: The above information pertains to the form of the ING LifePay Plus rider, which was available for sale from May 1, 2009 until March 15, 2010 in states where approved. If you purchased a prior version of the ING LifePay Plus rider, please see Appendix J for more information.


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

Maximum Annual Charge	Current Annual Charge
1.70%	1.20%

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

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

Trust and Fund Expenses

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

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

You should evaluate the expenses associated with the funds available through this contract before making a decision to invest.

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

Assets allocated to affiliated funds, meaning funds managed by Directed Services LLC, ING Investments, LLC or another company affiliate, generate the largest dollar amount of revenue for the company. Affiliated funds may also be subadvised by a company affiliate or by an unaffiliated third party. Assets allocated to unaffiliated funds, meaning funds managed by an unaffiliated third party, generate lesser, but still substantial dollar amounts of revenue for the company. The company expects to make a profit from this revenue to the extent it exceeds the company's expenses, including the payment of sales compensation to our distributors.

Revenue Received from Affiliated Funds.

The revenue received by the Company from affiliated funds may be deducted from fund assets and may include:

A share of the management fee;
Service fees;
For certain share classes, compensation paid from 12b-1 fees; and
Other revenues that may be based either on an annual percentage of average net assets held in the fund by the company or a percentage of the fund's management fees.

In the case of affiliated funds subadvised by unaffiliated third parties, any sharing of the management fee between the Company and the affiliated investment adviser is based on the amount of such fee remaining after the subadvisory fee has been paid to the unaffiliated subadviser. Because subadvisory fees vary by subadviser, varying amounts of revenue may be retained by the affiliated investment adviser and ultimately shared with the Company. The Company may also receive additional compensation in the form of intercompany payments from an affiliated fund's investment advisor or the investment advisor's parent in order to allocate revenue and profits across the organization. The intercompany payments and other revenue received from affiliated funds provide the Company with a financial incentive to offer affiliated funds through the contract rather than unaffiliated funds.

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

The revenue received by the Company or its affiliates from unaffiliated funds may be deducted from fund assets and may include:

Service fees;
For certain share classes, compensation paid from 12b-1 fees; and
Additional payments for administrative, recordkeeping or other services that we provide to the funds or their affiliates, such as processing purchase and redemption requests, and mailing fund prospectuses, periodic reports and proxy materials. These additional payments do not increase directly or indirectly the

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fees and expenses shown in each fund's prospectus. These additional payments may be used by us to finance distribution of the contract.

If the unaffiliated fund families currently offered through the contract that made payments to us were individually ranked according to the total amount they paid to the company or its affiliates in 2010, in connection with the registered annuity contracts issued by the company, that ranking would be as follows:

· BlackRock Variable Series Funds, Inc.

If the revenues received from the affiliated funds were taken into account when ranking the funds according to the total dollar amount they paid to the company or its affiliates in 2010, the affiliated funds would be at the top of the list.

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

Certain funds may be structured as "fund of funds." These funds may have higher fees and expenses than a fund that invests directly in debt and equity securities because they also incur the fees and expenses of the underlying funds in which they invest. These funds are affiliated funds, and the underlying funds in which they invest may be affiliated funds as well. The fund prospectuses disclose the aggregate annual operating expenses of each fund and its corresponding underlying fund or funds.

Please note that certain management personnel and other employees of the company or its affiliates may receive a portion of their total employment compensation based on the amount of net assets allocated to affiliated funds. For more information, please see "Other Contract Provisions - Selling the Contract."

THE ANNUITY CONTRACT

The Contract described in this prospectus is a deferred combination variable and fixed annuity contract. The Contract provides a means for you to invest in one or more of the available mutual fund portfolios of the Trusts and Funds through Separate Account B. It also provides a means for you to invest in a Fixed Interest Allocation through the Fixed Account. See Appendix C for more information on the Fixed Interest Allocation and Fixed Account. If you have any questions concerning this Contract, contact your registered representative or call our Customer Service Center at (800) 366-0066.

Contract Date and Contract Year

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

Contract Owner

You are the contract owner. You have the rights and options described in the Contract. One or more persons may own the Contract. If there are multiple owners named, the age of the oldest owner will determine the applicable death benefit if such death benefit is available for multiple owners. In the event a selected death benefit is not available, the Standard Death Benefit will apply.

The death benefit becomes payable when you die. If the owner is a non-natural owner, the death benefit is payable upon the death of the annuitant. In the case of a sole contract owner who dies before the annuity start date, we will pay the beneficiary the death benefit then due. The sole contract owner's estate will be the beneficiary if no

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beneficiary has been designated or the beneficiary has predeceased the contract owner. In the case of a joint owner of the Contract dying before the annuity start date, we will designate the surviving contract owner as the beneficiary. This will override any previous beneficiary designation. See "Joint Owner," below.

Joint Owner

For non-qualified Contracts only, joint owners may be named in a written request before the Contract is in effect. Joint owners may independently exercise transfers and other transactions allowed under the Contract. All other rights of ownership must be exercised by both owners. Joint owners own equal shares of any benefits accruing or payments made to them. All rights of a joint owner end at death of that owner if the other joint owner survives. The entire interest of the deceased joint owner in the Contract will pass to the surviving joint owner and the death benefit will be payable. Joint owners may only select the Standard Death Benefit option. The Earnings Multiplier Benefit rider is not available when there are joint owners.

Any addition or deletion of a joint owner is treated as a change of owner which may affect the amount of the death benefit. See "Change of Contract Owner or Beneficiary," below. Adding a joint owner to the Contract post issue with either the Annual Ratchet Enhanced Death Benefit (Quarterly Ratchet Enhanced Death Benefit before January 12, 2009) or Max 7 Enhanced Death Benefit will cause that death benefit to end. If the older joint owner is attained age 85 or under, the Standard Death Benefit will apply. If the older joint owner is attained age 86 or over on the date of the ownership change, the death benefit will be the cash surrender value. The mortality and expense risk charge going forward will reflect the change in death benefit. If you elected the Earnings Multiplier Benefit rider, it will terminate if you add a joint owner after issue. Note that returning a Contract to single owner status will not restore either the Annual Ratchet Enhanced Death Benefit (Quarterly Ratchet Enhanced Death Benefit before January 12, 2009) or Max 7 Enhanced Death Benefit, or the earnings multiplier benefit. Unless otherwise specified, the term "age" when used for joint owners shall mean the age of the oldest owner.

Annuity Start Date

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

Annuitant

The annuitant is the person designated by you to be the measuring life in determining annuity payments. On and after May 1, 2009, a joint annuitant may also be designated. You are the annuitant unless you name another annuitant in the application. The annuitant's age determines when the income phase must begin and the amount of the annuity payments to be paid. In the case of a non-natural owner and joint annuitants, the oldest annuitant's age is used. The contract owner will receive the annuity benefits of the Contract if the annuitant is living on the annuity start date. You may not change the annuitant after the Contract is in effect except as described below.

If the contract owner is an individual, and the annuitant dies before the annuity start date and you have named a contingent annuitant, the contingent annuitant becomes the annuitant. If the annuitant dies before the annuity start date and there is no contingent annuitant, the contract owner will become the annuitant. In the event of joint owners, the youngest will be the contingent annuitant. The contract owner may designate a new annuitant within 60 days of the death of the annuitant. If the annuitant was the sole contract owner and there is no beneficiary designation, the annuitant's estate will be the beneficiary.

If the contract owner is not an individual, and the annuitant dies before the annuity start date, we will pay the designated beneficiary the death benefit then due. If a beneficiary has not been designated, or if there is no designated beneficiary living, the contract owner will be the beneficiary.

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

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Beneficiary

The beneficiary is named by you in a written request. The beneficiary is the person who receives any death benefit proceeds. The beneficiary may become the successor contract owner if the contract owner, who is a spouse, dies before the annuity start date. We pay death benefits to the primary beneficiary (unless there are joint owners, in which case death proceeds are payable to the surviving owner(s)).

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

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

Please note that only the Standard Death Benefit is available on a Contract with joint annuitants.

Change of Contract Owner or Beneficiary

During the annuitant's lifetime, you may transfer ownership of a non-qualified Contract. A change in ownership may affect the amount of the death benefit, the guaranteed minimum death benefit and/or the death benefit option applied to the Contract, the amount of the earnings multiplier benefit, if applicable, and the continuation of any other optional rider that you have elected. The new owner's age, as of the date of the change, will be used as the basis for determining the applicable benefits and charges (the annuitant's age for non -natural owners). The new owner's death will determine when a death benefit is payable (the annuitant's death for non-natural owners).


	Maximum New
Before Ownership Change	Owner Issue Age	After Ownership Change
Standard Death Benefit	85	Standard Death Benefit
Annual Ratchet Enhanced Death Benefit	75	Annual Ratchet Enhanced Death Benefit
Annual Ratchet Enhanced Death Benefit	76	Standard Death Benefit
Max 7 Enhanced Death Benefit	69	Max 7 Enhanced Death Benefit
Max 7 Enhanced Death Benefit	70	Standard Death Benefit

For Contracts issued before May 1, 2009, the maximum new owner issue age was 75 for continuation of both the Annual Ratchet Enhanced Death Benefit and Max 7 Enhanced Death Benefit. Before January 12, 2009, the Quarterly Ratchet Enhanced Death Benefit was available in place of the Annual Ratchet Enhanced Death Benefit. For Contracts issued before April 28, 2008, the maximum new owner issue age was 79 for continuation of both the Quarterly Ratchet Enhanced Death Benefit and Max 7 Enhanced Death Benefit. Otherwise, the death benefit after the ownership change will be the Standard Death Benefit, so long as the new owner is no older than age 85.

In the event the new owner is age 86 or older, or the new owner is not an individual (other than a trust for the benefit of the owner or annuitant), the death benefit after the ownership change will be the cash surrender value. The mortality and expense risk charge going forward will reflect the change in death benefit. Please note that once a death benefit has been changed due to a change in owner, a subsequent change to a younger owner will not restore either the Annual Ratchet Enhanced Death Benefit (Quarterly Ratchet Enhanced Death Benefit before January 12, 2009) or Max 7 Enhanced Death Benefit.

If you have elected the earnings multiplier benefit rider, and the new owner is under age 76, the rider will continue. The benefit will be adjusted to reflect the attained age of the new owner as the issue age. We will use the Maximum Base and Benefit Base percentages in effect on the original rider date to calculate the benefit. If the new owner is age 76 or over, the rider will terminate. If you have not elected the earnings multiplier benefit rider, the new owner may not add the rider upon the change of ownership. If you have elected another optional rider, the rider will terminate upon a change of ownership.

An ownership change may cause a living benefit rider to terminate. Such depends on the rider and whether spousal continuation is allowed. For more information about an ownership change with the MGIB rider, please see "Living Benefit Riders - Minimum Guaranteed Income Benefit (the "MGIB rider") Rider." For more information with the ING LifePay Plus rider, please see "Living Benefit Riders - ING LifePay Plus Minimum Guaranteed Withdrawal

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Benefit ("ING LifePay Plus") Rider." And for more information with the ING Joint LifePay Plus rider, please see "Living Benefit Riders - ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit ("ING Joint LifePay Plus") Rider."

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

You have the right to change beneficiaries during the annuitant's lifetime unless you have designated an irrevocable beneficiary. If you have designated an irrevocable beneficiary, you and the irrevocable beneficiary may have to act together to exercise some of the rights and options under the Contract. In the event of joint owners all must agree to change a beneficiary.

In the event of a death claim, we will honor the form of payment of the death benefit specified by the beneficiary to the extent permitted under Section 72(s) of the Tax Code. You may also restrict a beneficiary's right to elect an annuity payment option or receive a lump-sum payment. If so, such rights or options will not be available to the beneficiary.

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

Purchase and Availability of the Contract

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

We will issue a Contract with the Standard Death Benefit SO LONG AS both the annuitant and the contract owner are age 80 or younger at the time of application. Availability of an Enhanced Death Benefit option plus a living benefit rider is subject to the following limitations.


Maximum	Option	Additional Requirement
Issue Age


79	Annual Ratchet Enhanced Death Benefit	ING LifePay Plus rider or ING Joint LifePay
		Plus rider is also purchased.
75	Annual Ratchet Enhanced Death Benefit	All living benefit riders are available.
69	Max 7 Enhanced Death Benefit	No living benefit rider is available.

The maximum issue age applies to both the annuitant and contract owner at the time of application. The Max 7 Enhanced Death Benefit is not available for purchase with any living benefit rider. Also, the maximum issue age for a Contract with the Standard Death Benefit is limited to age 75 to purchase the MGIB rider.

Before May 1, 2009, you could purchase a Contract with the Max 7 Enhanced Death Benefit, SO LONG AS both the annuitant and the contract owner were age 79 or younger at the time of application AND you purchased the ING LifePay Plus rider or ING Joint LifePay Plus rider (or the version of the lifetime guaranteed withdrawal benefit rider available to you). Otherwise, the maximum issue age was 75 for a Contract with either the Annual Ratchet Enhanced Death Benefit or Max 7 Enhanced Death Benefit. Before January 12, 2009, the Quarterly Ratchet Enhanced Death Benefit was available in place of the Annual Ratchet Enhanced Death Benefit. Before April 28, 2008, the maximum issue age was 79 for a Contract with either the Quarterly Ratchet Enhanced Death Benefit or Max 7 Enhanced Death Benefit.

The initial premium payment must be $ 10,000 or more ($5,000 for qualified Contracts). You may make additional payments of $500 or more ($ 50 for qualified Contracts) at any time after the free look period, and up to the contract anniversary after your 86 th birthday. Under certain circumstances, we may waive the minimum premium payment requirement. We may also change the minimum initial or additional premium requirements for certain group or sponsored arrangements. An initial or additional premium payment that would cause the contract value of all annuities that you maintain with us to exceed $1,500,000 requires our prior approval.

The Contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement or other long-term purposes. The tax-deferred feature is more attractive to people in high federal and state tax

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brackets. You should not buy this Contract: (i) if you are looking for a short-term investment; (ii) if you cannot risk getting back less money than you put in; or (iii) if your assets are in a plan which provides for tax-deferral and you see no other reason to purchase this Contract. When considering an investment in the Contract, you should consult with your investment professional about your financial goals, investment time horizon and risk tolerance.

Replacing an existing insurance contract with this Contract may not be beneficial to you. Before purchasing the Contract, determine whether your existing contract will be subject to any fees or penalties upon surrender. Also, compare the fees, charges, coverage provisions and limitations, if any, of your existing contract with those of the Contract described in this prospectus.

IRAs and other qualified plans already have the tax-deferral feature found in this Contract. For an additional cost, the Contract provides other features and benefits including death benefits and the ability to receive a lifetime income. You should not purchase a qualified Contract unless you want these other features and benefits, taking into account their cost. See "Charges and Fees" in this prospectus. If you are considering an Enhanced Death Benefit Option and/or the Earnings Multiplier Benefit rider and your Contract will be an IRA, see "Federal Tax Consequences - Tax Consequences of Living Benefits and Death Benefit" in this prospectus. If this contract is issued as an IRA, no contributions may be made for the taxable year in which you attain age 70½.

Crediting of Premium Payments

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

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

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

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

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

We will ask about any missing information related to subsequent payments. We will allocate the subsequent payment(s) pro -rata according to the current variable subaccount allocation unless you specify otherwise. Any fixed allocation(s) will not be considered in the pro-rata calculations. If a subaccount is no longer available (including due

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to a fund purchase restriction) or requested in error, we will allocate the subsequent payment(s) proportionally among the other subaccount(s) in your current allocation. For any subsequent premium payments, we will credit the payment designated for a subaccount of Separate Account B at the accumulation unit value next determined after receipt of your premium payment and instructions.

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

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

Anti-Money Laundering

In order to protect against the possible misuse of our products in money laundering or terrorist financing, we have adopted an anti-money laundering program satisfying the requirements of the USA PATRIOT Act and other current anti-money laundering laws. Among other things, this program requires us, our agents and customers to comply with certain procedures and standards that serve to assure that our customers' identities are properly verified and that premiums and loan repayments are not derived from improper sources.

Under our anti -money laundering program, we may require policy owners, insured persons and/or beneficiaries to provide sufficient evidence of identification, and we reserve the right to verify any information provided to us by accessing information databases maintained internally or by outside firms.

We may also refuse to accept certain forms of premium payments or loan repayments (traveler's cheques, cashier's checks, bank drafts, bank checks and treasurer's checks, for example) or restrict the amount of certain forms of premium payments or loan repayments (money orders totaling more than $5,000.00, for example). In addition, we may require information as to why a particular form of payment was used (third party checks, for example) and the source of the funds of such payment in order to determine whether or not we will accept it. Use of an unacceptable form of payment may result in us returning the payment and not issuing the Contract.

Applicable laws designed to prevent terrorist financing and money laundering might, in certain circumstances, require us to block certain transactions until authorization is received from the appropriate regulator. We may also be required to provide additional information about you and your policy to government regulators.

Our anti-money laundering program is subject to change without notice to take account of changes in applicable laws or regulations and our ongoing assessment of our exposure to illegal activity.

Administrative Procedures

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

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Contract Value

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

Contract Value in Fixed Interest Allocations. The contract value in your Fixed Interest Allocation is the sum of premium payments allocated to the Fixed Interest Allocation under the Contract, plus contract value transferred to the Fixed Interest Allocation, plus credited interest, minus any transfers and withdrawals from the Fixed Interest Allocation (including any Market Value Adjustment applied to such transfer or withdrawal), contract fees (including, in some cases, fees for optional benefit riders) and premium taxes.

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

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

1)	We take the contract value in the subaccount at the end of the preceding business day.
2)	We multiply (1) by the subaccount's Net Rate of Return since the preceding business day.
3)	We add (1) and (2).
4)	We add to (3) any additional premium payments, and then add or subtract any transfers to or from that subaccount.
5)	We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees and premium taxes.

Cash Surrender Value

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

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

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

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Addition, Deletion or Substitution of Subaccounts and Other Changes

We may make additional subaccounts available to you under the Contract. These subaccounts will invest in investment portfolios we find suitable for your Contract. We may also withdraw or substitute investment portfolios, subject to the conditions in your Contract, compliance with regulatory requirements and subject to SEC approval.

We may amend the Contract to conform to applicable laws or governmental regulations. If we feel that investment in any of the investment portfolios has become inappropriate to the purposes of the Contract, we may, with approval of the SEC (and any other regulatory agency, if required) combine two or more accounts or substitute another portfolio for existing and future investments. If you elected the dollar cost averaging, systematic withdrawals or automatic rebalancing programs, or if you have other outstanding instructions and we substitute or otherwise eliminate a portfolio subject to those instructions, we will execute your instructions using the substituted or proposed replacement portfolio, unless you request otherwise. The substitute or proposed replacement portfolio may have higher fees and charges than any portfolio it replaces. Subject to SEC approval, we reserve the right to: (i) deregister Separate Account B under the 1940 Act; (ii) operate Separate Account B as a management company under the 1940 Act if it is operating as a unit investment trust; (iii) operate Separate Account B as a unit investment trust under the 1940 Act if it is operating as a managed separate account; (iv) restrict or eliminate any voting rights as to Separate Account B; and (v) combine Separate Account B with other accounts.

We will provide you with written notice before we make any of these changes.

Fixed Interest Allocation (The Fixed Account or Fixed Interest Division)

The Fixed Account is a segregated asset account which contains the assets that support a contract owner's Fixed Interest Allocations. See Appendix C and the Fixed Account II prospectus for more information. In the event the Fixed Account is not available in your state, then the Fixed Interest Allocation is the Fixed Interest Division. Accordingly, see Appendix D, instead, for more information. To obtain a copy of the Fixed Account II prospectus, write to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-9271, call (800) 366-0066, or access the SEC's website ( http://www. sec. gov ). The Offering Brochure for the Fixed Interest Division is also available by contacting our Customer Service Center.

State Variations

Contracts issued in your state may provide different features and benefits from, and impose different costs than, those described in this prospectus. Key variations are described in Appendix M. This prospectus provides a general description of the Contract, so please see your Contract, any endorsements and riders for the details.

Other Contracts

We and our affiliates offer various other products with different features and terms than the Contracts, and that may offer some or all of the same investment portfolios. These products have different benefits, fees and charges, and may or may not better match your needs. You should be aware that there are alternative options available, and, if you are interested in learning more about these other products, contact our Customer Service Center or your registered representative. Also, broker/dealers selling the Contract may limit its availability or the availability of an optional feature (for example, by imposing restrictions on eligibility), or decline to make an optional feature available. Please talk to your registered representative for further details.

LIVING BENEFIT RIDERS

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

The optional riders may not be available for all investors. You should analyze each rider thoroughly and understand it completely before you select one. The optional riders do not guarantee any return of principal or premium payments and do not guarantee performance of any specific investment portfolio under the Contract. You should consult a qualified financial adviser in evaluating the riders. Our Customer Service Center may be able to answer your question. The telephone number is (800) 366-0066.

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The Contract has three living benefit riders offering protection against the investment risks with your Contract:

The Minimum Guaranteed Income Benefit Rider, which you may wish to purchase if you are concerned about having a minimum amount of income in annuitizing your Contract;
The ING LifePay Plus Minimum Guaranteed Withdrawal Benefit Rider, which you may wish to purchase if you are concerned that you may outlive your income; and
The ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit Rider, which you may wish to purchase if you are married and concerned that you and your spouse may outlive your income.

These living benefit riders are described further below. You may only add one living benefit rider to your Contract. We do, however, reserve the right to allow the purchase of more than one living benefit rider in the future. You should not purchase the ING LifePay Plus rider with multiple owners, unless the owners are spouses. More information about earlier versions of the guaranteed withdrawal benefit riders (including lifetime versions) is in the appendices.

Minimum Guaranteed Income Benefit Rider (the "MGIB rider"). The MGIB rider is an optional benefit which guarantees a minimum amount of annuity income will be available to you if you annuitize on the MGIB Date (as defined below), regardless of fluctuating market conditions. The minimum guaranteed amount of annuity income will depend on the amount of premiums you pay during the first five contract years after you purchase the rider, the amount of contract value you allocate or transfer to Special Funds (as defined below) or Excluded Funds (as defined below), the MGIB Rate (as defined below), the adjustment for Special Fund or Excluded Fund transfers, and any withdrawals you take while the MGIB rider is in effect. Thus, investing in Special Funds or Excluded Funds may limit the benefit under the MGIB rider.

Purchase. The MGIB rider is no longer available for purchase, including purchase by owners of existing Contracts. Previously, you must have been age 75 or younger on the rider date and the ten-year waiting period must end at or prior to the latest annuity start date to purchase the MGIB rider. Before April 28, 2008, the maximum age was 79. Some broker dealers may limit availability of the rider to younger ages. The MGIB rider must have been purchased on the contract date. Previously, the Company in its discretion could allow the purchase of this rider after the contract date. The MGIB rider is not available for purchase with the Max 7 Enhanced Death Benefit. There is a ten-year waiting period before you can annuitize under the MGIB rider. If you purchases this rider prior to August 21, 2006, the features and benefits of your rider may differ from those described below, please refer to your contract for more details.

Rider Date. The rider date is the date the optional benefit rider becomes effective. The rider date is also the contract date if you purchase the rider when the Contract is issued.

No Cancellation. Once you purchase a rider, you may not cancel it unless you cancel the Contract during the Contract's free look period, surrender, annuitize or otherwise terminate the Contract. These events automatically cancel any rider. Once the Contract continues beyond the free look period, you may not cancel the rider. The Company may, at its discretion, cancel and/or replace a rider at your request in order to renew or reset a rider.

Termination. The MGIB rider is a "living benefit," which means the guaranteed benefit offered by the MGIB rider is intended to be available to you while you are living and while your Contract is in the accumulation phase. The MGIB rider automatically terminates if you:

annuitize, surrender or otherwise terminate your Contract during the accumulation phase;
you die during the accumulation phase (first owner to die if there are multiple contract owners, or at death of annuitant if contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract;
the contract value is insufficient to pay the charge for the MGIB rider; or

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there is a change in contract ownership (other than a spousal beneficiary continuation upon your death).

Rider Charge. The current charge we deduct under the MGIB Rider is 0.75% annually of the MGIB Charge Base. The MGIB Charge Base is the greater of (1) and (2) below, where:

1)	Is the lesser of the Maximum MGIB Rollup Base and the sum of (a), (b) and (c) where:
	(a)	is the MGIB Rollup Base for Covered Funds;
	(b)	is the MGIB Rollup Base for Special Funds (as defined below); and
	(c)	is the MGIB Rollup Base for Excluded Funds; and
2)	Is the sum of (a) and (b) where:
	(a)	is the MGIB Ratchet Base for Covered Funds and Special Funds; and
	(b)	is the MGIB Ratchet Base for Excluded Funds.

For definitions of the Maximum MGIB Rollup Base, the MGIB Rollup Base for Covered Funds, the MGIB Rollup Base for Special Funds, the MGIB Rollup Base for Excluded Funds, the MGIB Ratchet Base for Covered Funds and Special Funds, and the MGIB Ratchet Base for Excluded Funds, see the "Calculation of the MGIB Rollup Bases" and "Calculation of the MGIB Ratchet Bases" below.

Fund Categories. The MGIB Benefit Base (as defined below) is tracked separately for Covered Funds, Special Funds and Excluded Funds. The following investment options are currently designated as Special Funds for purposes of calculating the MGIB Benefit Base:

ING Liquid Assets Portfolio; and
Fixed Interest Allocation.

Please note that the ProFunds VP Rising Rates Opportunity and ING Limited Maturity Bond portfolios are also Special Funds, but closed to new allocations, effective April 30, 2007 and March 12, 2004, respectively.

No investment options are currently designated as Excluded Funds. Covered Funds are any investment options not designated as Special Funds or Excluded Funds. These fund categories apply to all calculations under the MGIB rider. Please see "The Trust and Funds - Covered Funds, Special Funds and Excluded Funds."

For Contracts with the MGIB rider purchased before August 21, 2006 (subject to availability), the ING Intermediate Bond Portfolio is designated as a Special Fund.

Fixed Allocation Funds Automatic Rebalancing . In order to mitigate the insurance risk inherent in our guarantee to provide you a guaranteed minimum amount of annuity income if you annuitize on the MGIB date, (subject to the terms and restrictions of the MGIB rider), we require that your contract value be allocated in accordance with certain limitations. In general, to the extent that you choose not to invest in the Accepted Funds, we require that a proportion of the amount not so invested be invested in the Fixed Allocation Funds. We will require this allocation regardless of your investment instructions to the contract, as described below.

For Contracts with the MGIB rider purchased on and after August 21, 2006 (subject to availability), there is an allocation requirement. If the contract value in the Fixed Allocation Funds (as defined below) is less than a percentage of the total contract value allocated to the Fixed Allocation Funds and Other Funds (as defined below) on any MGIB Rebalancing Date (as defined below), we will automatically rebalance the contract value allocated to the Fixed Allocation Funds and Other Funds so that the appropriate percentage of this amount is allocated to the Fixed Allocation Funds. This is called Fixed Allocation Funds Automatic Rebalancing and the percentage is stated in your Contract. Currently, the minimum Fixed Allocation Fund percentage is zero. Accepted Funds are excluded from

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this rebalancing . Any rebalancing is done on a pro -rata basis among the Other Funds and will be the last transaction processed on that date.

The MGIB Rebalancing Dates occur on each Contract anniversary and after the following transactions:

1)	receipt of additional premiums;
2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you; and
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

Accepted Funds. Currently, the Accepted Funds are:

BlackRock Global Allocation V.I. Fund

ING American Funds Asset Allocation Portfolio

ING American Funds World Allocation Portfolio

ING Invesco Van Kampen Equity and Income Portfolio

ING Liquid Assets Portfolio

ING MFS Total Return Portfolio

ING Oppenheimer Active Allocation Portfolio

ING Retirement Conservative Portfolio

ING Retirement Growth Portfolio

ING Retirement Moderate Growth Portfolio

ING Retirement Moderate Portfolio

ING T. Rowe Price Capital Appreciation Portfolio

Fixed Interest Allocation

If this rider was purchased before January 12, 2009, the following are additional Accepted Funds:

ING Franklin Templeton Founding Strategy Portfolio

ING WisdomTree SM Global High-Yielding Equity Index Portfolio

We may change these designations at any time upon 30 days notice to you. If a change is made, the change will

apply to contract value allocated to such investment portfolios after the date of the change.

Currently, the Fixed Allocation Funds are:

ING American Funds Bond Portfolio

ING BlackRock Inflation Protected Bond Portfolio

ING U.S. Bond Index Portfolio

ING PIMCO Total Return Bond Portfolio

ING Intermediate Bond Portfolio

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

All investment portfolios available under the Contract that are not Accepted Funds or the Fixed Allocation Funds are considered Other Funds.

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into the Fixed Allocation Funds even if you have not previously been invested in it. By electing to purchase the MGIB rider, you are providing the Company with direction and authorization to process these transactions, including

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reallocations into the Fixed Allocation Funds. You should not purchase the MGIB rider if you do not wish to have your contract value reallocated in this manner.

MGIB Benefit Base . The MGIB Benefit Base (as defined below) is only a calculation used to determine the MGIB annuity income. The MGIB Benefit Base does not represent a contract value, nor does it guarantee performance of the subaccounts in which you are invested. It is also not used in determining the amount of your cash surrender value and death benefits. Any reset of contract value under provisions of the Contract or other riders will not increase the MGIB Benefit Base or Maximum MGIB Rollup Base (as defined below). On the MGIB Date, your MGIB Benefit Base is the greater of (1) and (2), where:

1)	Is the lesser of the Maximum MGIB Rollup Base (as defined below) and the sum of (a), (b), and (c)
	where:
	(a)	is the MGIB Rollup Base for Covered Funds; and
	(b)	is the MGIB Rollup Base for Special Funds; and
	(c)	is the contract value allocated to Excluded Funds; and
2)	Is the sum of (a) and (b) where:
	(a)	is the MGIB Ratchet Base for Covered Funds and Special Funds (as defined below); and
	(b)	is the contract value allocated to Excluded Funds.

The MGIB Benefit Base calculation differs from the MGIB Charge Base calculation because it uses the contract value allocated to Excluded Funds rather than the MGIB Ratchet Base and MGIB Rollup Base allocated to Excluded Funds. This means that the amount on which you pay charges for the MGIB rider may be higher than the amount used to calculate your benefit under the MGIB rider.

Calculation of MGIB Rollup Bases. The Maximum MGIB Rollup Base is 250% of eligible premiums adjusted pro-rata for withdrawals, subject to availability (300% otherwise and for Contracts with the MGIB rider purchased before August 21, 2006). This means that the Maximum MGIB Rollup Base is reduced for withdrawals by the same proportion that the withdrawal reduces the contract value. The Maximum MGIB Rollup Base is not allocated by fund category.

The MGIB Rollup Base allocated to Covered Funds equals the eligible premiums allocated to Covered Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at the MGIB Rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Base reaching the Maximum MGIB Rollup Base, and at 0% thereafter.

The MGIB Rollup Base allocated to Special Funds equals the eligible premiums allocated to Special Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect. The MGIB Rate does not apply to the MGIB Rollup Base allocated to Special Funds, so the MGIB Rollup Base allocated to Special Funds does not accumulate.

The MGIB Rollup Base allocated to Excluded Funds equals the eligible premiums allocated to Excluded Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at the MGIB rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Base reaching the Maximum MGIB Base, and at 0% thereafter. The MGIB Rollup Base allocated to Excluded Funds is used only for transfer adjustments and rider charges. It is not included in the MGIB Rollup Base used to determine benefits.

Eligible premiums are those premiums added more than 5 years before the earliest MGIB Date. This means that, generally, premiums must be paid within five years of purchasing the MGIB rider to be considered eligible premiums. Premiums paid after that are excluded from the MGIB Rollup Bases.

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The MGIB Rate is currently 6% (7% if this rider was purchased before May 1, 2009). The MGIB Rate is an annual effective rate. We may, at our discretion, discontinue offering this rate. The MGIB Rate will not change for those contracts that have already purchased the MGIB rider.

Withdrawals reduce each MGIB Rollup Base on a pro -rata basis. The percentage reduction in the MGIB Rollup Base for each fund category (i.e., Covered Funds, Special Funds or Excluded Funds) equals the percentage reduction in contract value in that Fund category resulting from the withdrawal (including surrender charge and market value adjustment). This means that the MGIB Rollup Base for Covered Funds, the MGIB Rollup Base for Special Funds or the MGIB Rollup Base for Excluded Funds is reduced for withdrawals by the same proportion that the withdrawal reduces the contract value allocated to Covered Funds, Special Funds or Excluded Funds. For example, if the contract value in Covered Funds is reduced by 25% as the result of a withdrawal (including surrender charge and market value adjustment), the MGIB Rollup Base allocated to Covered Funds is also reduced by 25% (rather than by the amount of the withdrawal).

When you make transfers between Covered Funds, Special Funds and Excluded Funds, net transfers from a fund category will reduce the applicable MGIB Rollup Base for that fund category on a pro -rata basis. This means a reduction by the same percentage as the transfer bears to the contract value in the fund category. For example, if the contract value in Covered Funds is $1000 and the transfer from Covered Funds to Excluded Funds is $250, then the contract value in Covered Funds is reduced by 25%. In a case where the MGIB Rollup Base for Covered Funds is $1200, the MGIB Rollup Base for Covered Funds is also reduced by 25%, or $300, rather than by the amount of the transfer, or $250. In addition, the MGIB Rollup Base for Excluded Funds is increased by the reduction in the MGIB Rollup Base for Covered Funds, or $300.

In a case where the MGIB Rollup Base for Covered Funds is greater than the contract value in Covered Funds, a transfer from Covered Funds will result in the MGIB Rollup Base for Covered Funds being reduced by a dollar amount that is higher than the dollar amount of the transfer. A higher reduction to the MGIB Rollup Base for Covered Funds will have a larger negative impact on the MGIB Benefit Base, potentially reducing the minimum guaranteed amount of annuity income upon annuitization under the MGIB rider. This means the benefit you receive under the MGIB rider will not be as great because of the transfer.

Net transfers from Excluded Funds will also reduce the MGIB Rollup Base for Excluded Funds on a pro-rata basis. But the resulting increase in the MGIB Rollup Base for Covered Funds or Special Funds, as applicable, will equal the lesser of the contract value transferred and the reduction in the MGIB Rollup Base for Excluded Funds. What this means, if in the previous example the transfer was from Excluded Funds to Covered Funds, is there would be no change in the value of your MGIB Benefit Base because of the transfer - the amount of the transfer between the fund categories is the same, $ 250, because the MGIB Benefit Base calculation is based on the contract value allocated to Excluded Funds, versus the calculation basis for Excluded Funds with the MGIB Charge Base. The MGIB Charge Base calculation is instead based on the MGIB Rollup Base for Excluded Funds. As a result, this same transfer, having no change in the value of your MGIB Benefit Base, would result in the MGIB Charge Base being reduced. The net effect of this transfer: You pay less for the same minimum guaranteed amount of annuity income upon annuitization of the MGIB rider.

Calculation of MGIB Ratchet Bases. The MGIB Ratchet Base for Covered Funds and Special Funds equals:

1)	on the rider date, eligible premiums or the contract value (if the rider is added after the contract date)
	allocated	to Covered Funds and Special Funds;
2)	on each contract anniversary prior to attainment of age 90, the MGIB Ratchet Base for Covered Funds
	and	Special Funds is set equal to the greater of:
	(a)	the current contract value allocated to Covered Funds and Special Funds (after any deductions occurring on that date); and
	(b)	the MGIB Ratchet Base for Covered Funds and Special Funds from the most recent prior contract anniversary, adjusted for any new eligible premiums, withdrawals attributable to Covered Funds and Special Funds, and transfers.

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For Contracts with the MGIB rider purchased before January 12, 2009, the MGIB Ratchet Base for Covered Funds and Special Funds is recalculated on each "quarterly anniversary date" prior to attainment of age 90. A "quarterly anniversary date" is the date three months from the contract date that falls on the same date in the month as the contract date. For example, if the contract date is February 12, the quarterly anniversary date is May 12. If there is no corresponding date in the month, the quarterly anniversary date will be the last date of the month.

Whenever the date falls on a weekend or holiday, we will use the value as of the subsequent business day.

at other times, the MGIB Ratchet Base for Covered Funds and Special Funds is the corresponding MGIB Ratchet Base from the prior contract anniversary (the prior quarterly anniversary date for Contracts with the MGIB rider purchased before January 12, 2009), adjusted for subsequent eligible premiums, withdrawals attributable to Covered Funds, Special Funds and transfers.

The MGIB Ratchet Base for Excluded Funds has a corresponding definition with respect to amounts allocated to Excluded Funds. The MGIB Ratchet Base for Excluded Funds is used only for transfer adjustments and MGIB rider charges. It is not included in the MGIB Ratchet Base used to determine benefits.

Withdrawals reduce each MGIB Ratchet Base on a pro-rata basis. The percentage reduction in the MGIB Ratchet Base for each fund category (i.e., Covered Funds and Special Funds or Excluded Funds) equals the percentage reduction in contract value in that fund category resulting from the withdrawal (including surrender charges and market value adjustment). This means that the MGIB Ratchet Base for Covered Funds and Special Funds or the MGIB Ratchet Base for Excluded Funds is reduced for withdrawals by the same proportion that the withdrawal (including surrender charges and market value adjustment) reduces the contract value allocated to Covered Funds and Special Funds or Excluded Funds. For example, if the contract value in Covered Funds and Special Funds is reduced by 25% as the result of a withdrawal (including surrender charges and market value adjustment), the MGIB Ratchet Base for Covered Funds and Special Funds is also reduced by 25% (rather than by the amount of the withdrawal).

When you make transfers between Covered Funds or Special Funds and Excluded Funds, net transfers will reduce the MGIB Ratchet Base for Covered Funds and Special Funds on a pro-rata basis. This means a reduction by the same percentage as the transfer bears to the contract value in Covered Funds and Special Funds. For example, if the contract value in Covered Funds and Special Funds is $1000 and a transfer from Covered Funds or Special Funds to Excluded Funds is $250, then the contract value in Covered Funds and Special Funds is reduced by 25%. In a case where the MGIB Ratchet Base for Covered Funds and Special Funds is $1200, the MGIB Ratchet Base for Covered Funds and Special Funds is also reduced by 25%, or $300, rather than by the amount of the transfer, or $250. In addition, the MGIB Rollup Base for Excluded Funds is increased by the reduction in the MGIB Ratchet Base for Covered Funds and Special Funds, or $ 300.

In a case where the MGIB Ratchet Base for Covered Funds and Special Funds is greater than the contract value in Covered Funds and Special Funds, a transfer from Covered Funds and Special Funds will result in the MGIB Ratchet Base for Covered Funds and Special Funds being reduced by a dollar amount that is higher than the dollar amount of the transfer. A higher reduction to the MGIB Ratchet Base for Covered Funds and Special Funds will have a larger negative impact on the MGIB Benefit Base, potentially reducing the minimum guaranteed amount of annuity income upon annuitization under the MGIB rider. This means the benefit you receive under the MGIB rider will not be as great because of the transfer.

Net transfers from Excluded Funds will also reduce the MGIB Ratchet Base for Excluded Funds on a pro-rata basis. But the resulting increase in the MGIB Ratchet Base for Covered Funds and Special Funds will equal the lesser of the contract value transferred and the reduction in the MGIB Ratchet Base for Excluded Funds. What this means, if in the previous example the transfer was from Excluded Funds to Covered Funds, is there would be no change in the

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value of your MGIB Benefit Base because of the transfer - the amount of the transfer between the fund categories is the same, $250, because the MGIB Benefit Base calculation is based on the contract value allocated to Excluded Funds, versus the calculation basis for Excluded Funds with the MGIB Charge Base. The MGIB Charge Base calculation is instead based on the MGIB Ratchet Base for Excluded Funds. As a result, this same transfer, having no change in the value of your MGIB Benefit Base, would result in the MGIB Charge Base being reduced. The net effect of this transfer: You pay less for the same minimum guaranteed amount of annuity income upon annuitization of the MGIB rider.

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

MGIB Annuity Income. Ordinarily, the amount of income that will be available to you on the annuity start date is based on your contract value, the annuity option you selected and the guaranteed income factors or the income factors in effect on the date you annuitize. If you purchase the MGIB rider, the amount of income that will be available to you upon annuitization on the MGIB Date is the greatest of:

1)	your annuity income based on your contract value on the MGIB Date adjusted for any market value adjustment (see Appendix C) applied to the guaranteed income factors specified in your Contract for the annuity option you selected;
2)	your annuity income based on your contract value on the MGIB Date adjusted for any market value adjustment (see Appendix C) applied to the then-current income factors in effect for the annuity option you selected; or
3)	the MGIB annuity income based on your MGIB Benefit Base on the MGIB Date applied to the MGIB income factors specified in your rider for the MGIB annuity option you selected. Prior to applying the MGIB income factors, we will adjust the MGIB Benefit Base for any surrender charge, premium tax recovery and market value adjustment (see Appendix C) that would otherwise apply at annuitization.

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

MGIB Annuity Options. Prior to your latest annuity start date, you may choose to exercise your right to receive payments under the MGIB rider. Payments under the rider begin on the MGIB Date. We require a 10 -year waiting period before you can annuitize the MGIB rider benefit. The MGIB must be exercised in the 30-day period prior to the end of any contract anniversary that occurs at least ten years after the MGIB rider date. At your request, the Company may, at its discretion, extend the latest contract annuity start date without extending the MGIB Date. The following are the MGIB annuity options available under the MGIB Rider:

1)	Income for Life (single life or joint life with 100% Survivor) and 10-20 year fixed period.
2)	Income for 20-30 year fixed period.

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3)	Any other annuity option offered by the Company in conjunction with the MGIB rider on the MGIB Date.

Once during the life of the Contract, you have the option to elect to apply up to 50% of the MGIB Benefit Base to one of the MGIB annuity options available under the MGIB rider. This option may only be exercised in the 30 day period prior to a contract anniversary at or after the end of the waiting period. The portion of the MGIB Benefit Base so applied will be used to determine the MGIB income, as is otherwise described in the prospectus. The contract value will be reduced on a pro-rata basis. Any subsequent exercise of your right to receive payments under the MGIB rider must be for 100% of the remaining value. The exercise of this partial annuitization of the MGIB Benefit Base does not affect your right to annuitize remaining value under the Contract without regard to the MGIB rider. The amount applied to the partial annuitization will be treated as a withdrawal for purposes of adjusting contract and MGIB rider values. This means the contract and MGIB rider values will be adjusted on a pro-rata basis. See "Calculation of MGIB Rollup Bases" and "Calculation of MGIB Ratchet Bases" above. Surrender charges will apply to amounts applied to partial annuitizations.

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

Change of Owner and Annuitant. The MGIB rider will terminate upon a change of ownership unless the change is due to spousal continuation at the time of the owner's death. Once you purchase the MGIB rider, the annuitant may not be changed except when an annuitant who is not a contract owner dies prior to annuitization. In such a case, a new annuitant may be named in accordance with the provisions of your Contract. The MGIB Benefit Base is unaffected and continues to accumulate.

Death of Owner. The MGIB rider and the MGIB rider charges automatically terminate if you die during the accumulation phase (first owner to die if there are multiple contract owners, or at death of the annuitant if the contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract.

The MGIB rider does not restrict or limit your right to annuitize the Contract at any time permitted under the Contract. The MGIB rider does not restrict your right to annuitize the Contract using Contract income factors that may be higher than the MGIB rider income factors.

The benefits associated with the MGIB rider are available only if you annuitize your Contract under the rider and in accordance with the provisions set forth above. Annuitizing using the MGIB may result in a more favorable stream of income payments, and different tax consequences, under your Contract. Because the MGIB rider income factors are generally more conservative than the Contract income factors, the level of lifetime income that it guarantees may be less than the level that might be provided by the application of your Contract value to the Contract's applicable annuity factors. You should consider all of your options at the time you begin the income phase of your Contract.

Important Note:

We introduced the ING LifePay Plus rider on August 20, 2007 and launched changes to it on April 28, 2008 and January 12, 2009, subject to state approval where available.

The below information pertains to the form of the ING LifePay Plus rider which was available for sale from May 1, 2009 through March 15, 2010, in states where approved. If this form of the ING LifePay Plus rider was not approved for sale in your state when you purchased the rider, then please see Appendix J for the information about the form of the ING LifePay Plus rider, which was available to you.

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Eligibility. The annuitant must be the owner or one of the owners, unless the owner is a non-natural owner. Joint annuitants are not allowed. The maximum issue age is 80 (owner and annuitant must age qualify). The issue age is the age of the owner (or the annuitant if there are joint owners or the owner is non-natural) on the rider effective date. The ING LifePay Plus rider is not available for purchase with the Max 7 Enhanced Death Benefit. The ING LifePay Plus rider is subject to broker/dealer availability. Please note that the ING LifePay Plus rider will not be issued until your contract value is allocated in accordance with the investment option restrictions described in "Investment Option Restrictions," below.

The ING LifePay Plus rider is no longer available for purchase, including purchase by owners of existing Contracts. Previously, Contracts issued on and after November 1, 2004 were eligible for the ING LifePay Plus rider, subject to the conditions, requirements and limitations of the prior paragraph. Such Contracts must not already have a living benefit rider. There is an election form for this purpose. Please contact the Customer Service Center for more information.

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

No Cancellation. Once you purchase the ING LifePay Plus rider, you may not cancel it unless you: a) cancel the Contract during the Contract's free look period; b) surrender the Contract; c) begin the income phase and start receiving annuity payments; or d) otherwise terminate the Contract pursuant to its terms. These events automatically cancel the ING LifePay Plus rider.

Termination. The ING LifePay Plus rider is a "living benefit," which means the guaranteed benefits offered are intended to be available to you while you are living and while your Contract is in the accumulation phase. The optional rider automatically terminates if you: terminate your Contract pursuant to its terms during the accumulation phase, surrender your Contract, or begin receiving income phase payments in lieu of payments under the ING LifePay Plus rider; or die during the accumulation phase (first owner to die if there are multiple Contract owners, or death of annuitant if Contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract. The ING LifePay Plus rider also terminates with a change in Contract ownership (other than a spousal beneficiary continuation on your death). Other circumstances that may cause the ING LifePay Plus rider to terminate automatically are discussed below.

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

ING LifePay Plus Base . The ING LifePay Plus Base is first calculated when you purchase the ING LifePay Plus rider: on the Contract date - equal to the initial premium; or after the Contract date - equal to the Contract value on the effective date of the rider.

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

Withdrawals and Excess Withdrawals. Once the Lifetime Withdrawal Phase begins, withdrawals within a contract year up to the Maximum Annual Withdrawal, including for payment of third-party investment advisory fees, have no impact on the ING LifePay Plus Base. These withdrawals will not incur surrender charges, or a negative Market Value Adjustment associated with any Fixed Account Allocations.

Say for example the current Contract value is $90,000 on a Contract with the ING LifePay Plus rider in the Lifetime Withdrawal Phase. The ING LifePay Plus Base is $100,000, and the Maximum Annual Withdrawal is $5,000. Even though a withdrawal of $5,000 would reduce the Contract value to $85,000, the ING LifePay Plus Base would remain at its current level (as would the Maximum Annual Withdrawal as well) since the withdrawal did not exceed the Maximum Annual Withdrawal. See below for more information about the Maximum Annual Withdrawal.

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

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

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

Step-up. The ING LifePay Plus Base is recalculated on each of the first ten contract anniversaries after the rider effective date, SO LONG AS you took no withdrawals during the preceding contract year - to equal the greatest of: the current ING LifePay Plus Base; the current Contract value; and the ING LifePay Plus Base on the previous contract anniversary, increased by the Step-up.

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

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Please note that no partial Step -up is available in the first year after you purchase this rider post issue of the Contract. Your first opportunity for a Step-up will not be until the first contract anniversary after a full contract year has elapsed since the rider effective date. Say for example that with a Contract purchased on January 1, 2007, the contract owner decides to add the ING LifePay Plus rider on March 15, 2007. The rider effective date is April 1, 2007, which is the date of the Contract's next following quarterly contract anniversary. Because on January 1, 2008 a full contract year will not have elapsed since the rider effective date, the ING LifePay Plus Base will not be eligible for a Step-up. Rather, the first opportunity for a Step- up with this Contract is on January 1, 2009.

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

1)	the date annuity payments begin (see "The Annuity Options");
2)	reduction of the Contract value to zero by an Excess Withdrawal;
3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal;
4)	surrender of the Contract; or
5)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person owner), unless your spouse beneficiary elects to continue the Contract.

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

The Maximum Annual Withdrawal Percentages are:


	Ages
4%	59½ to 64
5%	65-75
6%	76-79
7%	80+

The Maximum Annual Withdrawal is thereafter recalculated whenever the ING LifePay Base is recalculated, for example, upon the Annual Ratchet or a Step -up. Also, the Maximum Annual Withdrawal Percentage can increase with the Annual Ratchet as the annuitant grows older.

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

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

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

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

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

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

Required Minimum Distributions. The ING LifePay Plus rider allows for withdrawals from a Contract subject to the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual Withdrawal without causing a pro-rata reduction of the ING LifePay Plus Base and recalculation of the Maximum Annual Withdrawal. If your Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual Withdrawal on that date, then an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal. Once you have taken the Maximum Annual Withdrawal for the then current Contract year, the dollar amount of any additional withdrawals will count first against and reduce any unused Additional Withdrawal Amount for the previous calendar year followed by any Additional Withdrawal Amount for the current calendar year - without constituting an Excess Withdrawal. See Appendix H, Illustration 3 for an example.

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

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Lifetime Automatic Periodic Benefit Status. The ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status when your Contract value is reduced to zero other than by an Excess Withdrawal. (A withdrawal in excess of the Maximum Annual Withdrawal that causes your Contract value to be reduced to zero will terminate the ING LifePay Plus rider.) You will no longer be entitled to make withdrawals, but instead will begin to receive periodic payments in an annual amount equal to the Maximum Annual Withdrawal. When the rider enters Lifetime Automatic Periodic Benefit Status: the Contract will provide no further benefits (including death benefits) other than as provided under the ING LifePay Plus rider; no further premium payments will be accepted; and any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

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

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

Investment Option Restrictions. While the ING LifePay Plus rider is in effect, there are limits on the portfolios to which your Contract value may be allocated. Contract value allocated to portfolios other than Accepted Funds will be rebalanced so as to maintain at least the required specified percentage of such Contract value in the Fixed Allocation Funds, which is 30%; 40% with the Income Optimizer.

See "Fixed Allocation Funds Automatic Rebalancing," below. We have these investment option restrictions to lessen the likelihood we would have to make payments under this rider. We require this allocation regardless of your investment instructions to the Contract. The ING LifePay Plus rider will not be issued until your Contract value is allocated in accordance with these investment option restrictions. The timing of when and how we apply these investment option restrictions is discussed further below.

Accepted Funds. Currently, the Accepted Funds are:

BlackRock Global Allocation V.I. Fund

ING American Funds Asset Allocation Portfolio

ING American Funds World Allocation Portfolio

ING Invesco Van Kampen Equity and Income Portfolio

ING Liquid Assets Portfolio

ING MFS Total Return Portfolio

ING Oppenheimer Active Allocation Portfolio

ING Retirement Conservative Portfolio

ING Retirement Growth Portfolio

ING Retirement Moderate Growth Portfolio

ING Retirement Moderate Portfolio

ING T. Rowe Price Capital Appreciation Portfolio

Fixed Interest Allocation

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Currently, the Accepted Funds for the Income Optimizer are:

BlackRock Global Allocation V.I. Fund	ING Retirement Moderate Growth Portfolio
ING Invesco Van Kampen Equity and Income Portfolio	ING Retirement Moderate Portfolio
ING Liquid Assets Portfolio	Fixed Interest Allocation
ING Retirement Conservative Portfolio

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


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

ING American Funds Bond Portfolio	ING PIMCO Total Return Bond Portfolio
ING BlackRock Inflation Protected Bond Portfolio	ING Intermediate Bond Portfolio
ING U.S. Bond Index Portfolio

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

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

1)	receipt of additional premiums;
2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you;
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

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

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

ING LifePay Plus Death Benefit Base. The ING LifePay Plus rider has a death benefit that is payable upon the owner's death only when the ING LifePay Plus Death Benefit Base is greater than the Contract's death benefit. The ING LifePay Plus Death Benefit Base is first calculated when you purchase the ING LifePay Plus rider: on the Contract date - equal to the initial premium; or after the Contract date - equal to the Contract value on the rider effective date.

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

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

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

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

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

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

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

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

1)	spousal continuation as described above;
2)	change of owner from one custodian to another custodian;
3)	change of owner from a custodian for the benefit of an individual to the same individual;
4)	change of owner from an individual to a custodian for the benefit of the same individual;
5)	collateral assignments;
6)	change in trust as owner where the individual owner and the grantor of the trust are the same individual;
7)	change of owner from an individual to a trust where the individual owner and the grantor of the trust are the same individual;
8)	change of owner from a trust to an individual where the individual owner and the grantor of the trust are the same individual;
9)	change of owner pursuant to a court order; and
10)	change of qualified plan ownership to that of the beneficial owner.

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

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

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

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

The below information pertains to the form of the ING Joint LifePay Plus rider which was available for sale from May 1, 2009 through March 15, 2010, in states where approved. If this form of the ING Joint LifePay Plus rider was not approved for sale in your state when you purchased the rider, then please see Appendix J for the information about the form of the ING Joint LifePay Plus rider which was available to you.

Eligibility. The ING Joint LifePay Plus rider is only available for purchase by individuals who are married at the time of purchase (spouses) and eligible to elect spousal continuation (as defined by the Tax Code) of the Contract when the death benefit becomes payable, subject to the owner, annuitant and beneficiary requirements below. The maximum issue age is 80. Both spouses must meet the issue age requirement. The issue age is the age of each owner on the rider effective date. The ING Joint LifePay Plus rider is not available for purchase with the Max 7 Enhanced Death Benefit. The ING Joint LifePay Plus rider is subject to broker/dealer availability. Please note that the ING Joint LifePay Plus rider will not be issued unless the required owner, annuitant and beneficiary designations are met, and until your contract value is allocated in accordance with the investment option restrictions described in "Investment Option Restrictions," below.

The ING Joint LifePay Plus rider is no longer available for purchase, including purchase by owners of existing Contracts. Previously, Contracts issued on and after November 1, 2004 were eligible for the ING Joint LifePay Plus rider, subject to the conditions, requirements and limitations of the prior paragraph. Such Contracts must not already have had a living benefit rider. There is an election form for this purpose. Please contact the Customer Service Center for more information.

Owner, Annuitant and Beneficiary Designations. For nonqualified contracts: joint owners must be spouses, and one of the owners the annuitant; and for a Contract with only one owner, the owner's spouse must be the sole primary beneficiary. For qualified contracts, there may only be one owner who must also be the annuitant, and then the owner's spouse must also be the sole primary beneficiary. Non -natural, custodial owners are only allowed with IRAs. Owner and beneficiary designations for custodial IRAs must be the same as for any other qualified contract. The annuitant must be the beneficial owner of the custodial IRA. We require the custodian to provide us the name and date of birth of both the owner and owner's spouse. We do not maintain individual owner and beneficiary designations for custodial IRAs. We reserve the right to verify the date of birth and social security number of both spouses.

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

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

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

An owner may also request that a spouse be deactivated. Both owners must agree when there are joint owners.

However, all charges for the ING Joint LifePay Plus rider would continue to apply, even after a spouse is deactivated, regardless of the reason. So please be sure to understand the impact of any beneficiary or owner changes on the ING Joint LifePay Plus rider before requesting any changes. Also, please note that a divorce terminates the ability of an ex-spouse to continue the Contract. See "Divorce" below for more information.

No Cancellation. Once you purchase the ING Joint LifePay Plus rider, you may not cancel it unless you: a) cancel the Contract during the Contract's free look period; b) surrender the Contract; c) begin the income phase and start receiving annuity payments; or d) otherwise terminate the Contract pursuant to its terms. These events automatically cancel the ING Joint LifePay Plus rider.

Termination. The ING Joint LifePay Plus rider is a "living benefit," which means the guaranteed benefits offered are intended to be available to you and your spouse while you are living and while your Contract is in the accumulation phase. The optional rider automatically terminates if you: terminate your Contract pursuant to its terms during the accumulation phase, surrender your Contract, or begin receiving income phase payments in lieu of payments under the ING Joint LifePay Plus rider; or die during the accumulation phase (first owner to die if there are multiple Contract owners, or death of annuitant if Contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract (and your spouse is an Active Spouse). The ING Joint LifePay Plus rider also terminates with a change in Contract ownership (other than a spousal beneficiary continuation on your death by an Active Spouse). Other circumstances that may cause the ING Joint LifePay Plus rider to terminate automatically are discussed below.

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

ING LifePay Plus Base. The ING LifePay Plus Base is first calculated when you purchase the ING Joint LifePay Plus rider: on the Contract date - equal to the initial premium; or after the Contract date - equal to the Contract value on the effective date of the rider.

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

LifePay Plus Base as the MGWB Base in the ING Joint LifePay Plus rider.

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Say for example the current Contract value is $90,000 on a Contract with the ING Joint LifePay Plus rider in the Lifetime Withdrawal Phase. The ING LifePay Plus Base is $100,000, and the Maximum Annual Withdrawal is $5,000. Even though a withdrawal of $5,000 would reduce the Contract value to $ 85,000, the ING LifePay Plus Base would remain at its current level (as would the Maximum Annual Withdrawal as well) since the withdrawal did not exceed the Maximum Annual Withdrawal. See below for more information about the Maximum Annual Withdrawal.

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

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

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

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Because on January 1, 2008 a full contract year will not have elapsed since the rider effective date, the ING LifePay Plus Base will not be eligible for a step-up. Rather, the first opportunity for a step -up with this Contract is on January 1, 2009.

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

1)	the date annuity payments begin (see "The Annuity Options");
2)	reduction of the Contract value to zero by an Excess Withdrawal;
3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal;
4)	surrender of the Contract;
5)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person owner), unless your spouse beneficiary is an Active Spouse who elects to continue the Contract; or
6)	the last Active Spouse dies.

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

The Maximum Annual Withdrawal Percentages are:


	Ages
4%	59½ to 64
5%	65-75
6%	76-79
7%	80+

The Maximum Annual Withdrawal is thereafter recalculated whenever the ING LifePay Plus Base is recalculated, for example, upon the Annual Ratchet or a Step-up. Also, the Maximum Annual Withdrawal Percentage can increase with the Annual Ratchet as the younger Active Spouse grows older.

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

Income Optimizer. The ING Joint LifePay Plus rider offers the option to elect to receive the Maximum Annual Withdrawal in systematic installments over the lives of both Active Spouses. We call this option the Income Optimizer. You may elect the Income Optimizer during the Lifetime Withdrawal Phase. This election is in lieu of the Contract's other annuity options, and these payments will be subject to the same tax treatment as an annuity payment. Please see "Federal Tax Considerations" for more information. The Income Optimizer is only available on non-qualified contracts.

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Ratchets. Your Contract may still have a Contract value and death benefit. Spousal continuation of payments under the Income Optimizer is permitted. Any withdrawals in excess of the Maximum Annual Withdrawal are Excess Withdrawals that would cause a pro-rata reduction of the ING LifePay Plus Base, as well as a reduction of the Maximum Annual Withdrawal.

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

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

Required Minimum Distributions. The ING Joint LifePay Plus rider allows for withdrawals from a Contract subject to the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual Withdrawal without causing a pro-rata reduction of the ING LifePay Plus Base and recalculation of the Maximum Annual Withdrawal. If your Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual Withdrawal on that date, then an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal. Once you have taken the Maximum Annual Withdrawal for the then current Contract year, the dollar amount of any additional withdrawals will count first against and reduce any unused Additional Withdrawal Amount for the previous calendar year followed by any Additional Withdrawal Amount for the current calendar year - without constituting an Excess Withdrawal. See Appendix H, Illustration 3 for an example.

Lifetime Automatic Periodic Benefit Status. The ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status when your Contract value is reduced to zero other than by an Excess Withdrawal. (A withdrawal in excess of the Maximum Annual Withdrawal that causes your Contract value to be reduced to zero will

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terminate the ING Joint LifePay Plus rider.) You will no longer be entitled to make withdrawals, but instead will begin to receive periodic payments in an annual amount equal to the Maximum Annual Withdrawal. When the rider enters Lifetime Automatic Periodic Benefit Status: the Contract will provide no further benefits (including death benefits) other than as provided under the ING Joint LifePay Plus rider; no further premium payments will be accepted; and any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

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

In the event Contract value is reduced to zero before the Lifetime Withdrawal Phase begins, Lifetime Automatic Periodic Benefit Status is deferred until the contract anniversary on or after the youngest Active Spouse is age 59½. During this time, the ING Joint LifePay Plus rider's death benefit remains payable upon the last Active Spouse's death. Also, the ING LifePay Plus Base remains eligible for Step -ups. Once the ING Joint LifePay Plus rider enters the Lifetime Automatic Periodic Benefit Status, periodic payments will begin in an annual amount equal to the applicable Maximum Annual Withdrawal Percentage, based on the youngest Active Spouse's age, multiplied by the ING LifePay Plus Base. If an Active Spouse were to die while Lifetime Automatic Periodic Benefit Status is deferred, then when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, and the annual amount of the periodic payments, would be based on the remaining Active Spouse's age.

Investment Option Restrictions. While the ING Joint LifePay Plus rider is in effect, there are limits on the portfolios to which your Contract value may be allocated. Contract value allocated to portfolios other than Accepted Funds will be rebalanced so as to maintain at least the required specified percentage of such Contract value in the Fixed Allocation Funds, which is 30%; 40% with the Income Optimizer.

See "Fixed Allocation Funds Automatic Rebalancing," below. We have these investment option restrictions to lessen the likelihood we would have to make payments under this rider. We require this allocation regardless of your investment instructions to the Contract. The ING Joint LifePay Plus rider will not be issued until your Contract value is allocated in accordance with these investment option restrictions. The timing of when and how we apply these investment option restrictions is discussed further below.

Accepted Funds. Currently, the Accepted Funds are:

BlackRock Global Allocation V.I. Fund

ING American Funds Asset Allocation Portfolio

ING American Funds World Allocation Portfolio

ING Inveso Van Kampen Equity and Income Portfolio

ING Liquid Assets Portfolio

ING MFS Total Return Portfolio

ING Oppenheimer Active Allocation Portfolio

ING Retirement Conservative Portfolio

ING Retirement Growth Portfolio

ING Retirement Moderate Growth Portfolio

ING Retirement Moderate Portfolio

ING T. Rowe Price Capital Appreciation Portfolio

Fixed Interest Allocation

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Currently, the Accepted Funds for the Income Optimizer are:

BlackRock Global Allocation V.I. Fund	ING Retirement Moderate Growth Portfolio
ING Invesco Van Kampen Equity and Income	ING Retirement Moderate Portfolio
Portfolio
ING Liquid Assets Portfolio	Fixed Interest Allocation
ING Retirement Conservative Portfolio


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

ING American Funds Bond Portfolio	ING PIMCO Total Return Bond Portfolio
ING BlackRock Inflation Protected Bond Portfolio	ING Intermediate Bond Portfolio
ING U.S. Bond Index Portfolio

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

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

1)	receipt of additional premiums;
2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you;
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

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

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

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

ING LifePay Plus Death Benefit Base. The ING Joint LifePay Plus rider has a death benefit that is payable upon the first owner's death only when the ING LifePay Plus Death Benefit Base is greater than the Contract's death benefit. The ING LifePay Plus Death Benefit Base is first calculated when you purchase the ING Joint LifePay Plus rider: on the Contract date - equal to the initial premium; or after the Contract date - equal to the Contract value on the rider effective date.

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

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

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

The Maximum Annual Withdrawal is also recalculated; however, there is no Maximum Annual Withdrawal upon spousal continuation until the Lifetime Withdrawal Phase begins on the date of the first withdrawal after spousal continuation, SO LONG AS the last Active Spouse is age 59½. The Maximum Annual Withdrawal is recalculated to equal the applicable Maximum Annual Withdrawal Percentage, based on the last Active Spouse's age, multiplied by the ING LifePay Plus Base. There is no adjustment to the Additional Withdrawal Amount upon spousal continuation of the ING Joint LifePay Plus rider for a Contract subject to the Required Minimum Distribution rules of the Tax Code. Any withdrawals before the owner's death and spousal continuation are counted in summing up your withdrawals in that contract year to determine whether the Maximum Annual Withdrawal has been exceeded.

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that may remain, and the Step- up Tracker will be recalculated at the same time as the ING LifePay Plus Base. Also, upon spousal continuation, the ING LifePay Plus Death Benefit Base equals the ING LifePay Plus Death Benefit Base before the owner's death, subject to any pro-rata adjustment for any withdrawals before spousal continuation of the rider.

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

1)	spousal continuation as described above;
2)	change of owner from one custodian to another custodian;
3)	change of owner from a custodian for the benefit of an individual to the same individual (owner's spouse must be named sole primary beneficiary to remain an Active Spouse);
4)	change of owner from an individual to a custodian for the benefit of the same individual;
5)	collateral assignments;
6)	for nonqualified contracts only, the addition of a joint owner, provided the added joint owner is the original owner's spouse and is an Active Spouse when added as a joint owner;
7)	for nonqualified contracts only, the removal of a joint owner, provided the removed joint owner is an Active Spouse and becomes the sole primary beneficiary; and
8)	change of owner where the owner becomes the sole primary beneficiary and the sole primary beneficiary becomes the owner, provided both spouses are Active Spouses at the time of the change.

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

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

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

WITHDRAWALS

Except under certain qualified Contracts, you may withdraw all or part of your money any time during the accumulation phase and before the death of the contract owner. If you request a withdrawal for more than 90% of the cash surrender value, and the remaining cash surrender value after the withdrawal is less than $2,500, we will treat it as a request to surrender the Contract. If any single withdrawal or the sum of withdrawals exceeds the Free Withdrawal Amount, you will incur a surrender charge. The Free Withdrawal Amount is the greater of (i) any earnings less previous withdrawals, and (ii) 10% of premium payments paid within 4 years prior to the date of the withdrawal and not previously withdrawn, less any prior withdrawals taken in the same contract year.

You need to submit to us a written request specifying the Fixed Interest Allocations or subaccounts from which to withdraw amounts, otherwise we will make the withdrawal on a pro-rata basis from all of the subaccounts in which you are invested. If there is not enough contract value in the subaccounts, we will deduct the balance of the withdrawal from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity dates until we have honored your request. We will apply a Market Value Adjustment to any withdrawal from your Fixed Interest Allocation taken more than 30 days before its maturity date. Definitive guidance on the proper federal tax treatment of the Market Value Adjustment has not been issued. You may want to discuss the potential tax consequences of a Market Value Adjustment with your tax adviser. We will determine the contract value as of the close of business on the day we receive your withdrawal request at our Customer Service Center. The contract value may be more or less than the premium payments made.

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If any limitation on allocations to the Restricted Funds has been exceeded, subsequent withdrawals must be taken so that the percentage of contract value in the Restricted Funds following the withdrawal would not be greater than the percentage of contract value in the Restricted Funds prior to the withdrawal. So, in this event, you would either need to take your withdrawal from the Restricted Funds or pro-rata from all variable subaccounts.

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

We offer the following three withdrawal options:

Regular Withdrawals

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

Systematic Withdrawals

You may choose to receive automatic systematic withdrawal payments (i) from the contract value in the subaccounts in which you are invested, or (ii) from the interest earned in your Fixed Interest Allocations. You may not elect the systematic withdrawal option if you are taking IRA withdrawals. Systematic withdrawals may be taken monthly, quarterly or annually. If you have contract value allocated to one or more Restricted Funds, and you elect to receive systematic withdrawals from the subaccounts in which you are invested, the systematic withdrawals must be taken pro-rata from all subaccounts in which contract value is invested. If you do not have contract value allocated to a Restricted Fund and choose systematic withdrawals on a non pro -rata basis, we will monitor the withdrawals annually. If you subsequently allocate contract value to one or more Restricted Funds, we will require you to take your systematic withdrawals on a pro-rata basis from all subaccounts in which contract value is invested. There is no additional charge for this feature.

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

Each systematic withdrawal amount must be a minimum of $100. The amount of your systematic withdrawal can either be (i) a fixed dollar amount or (ii) an amount based on a percentage of the premiums not previously withdrawn from the subaccounts in which you are invested. Both forms of systematic withdrawals are subject to the applicable maximum as shown below, which is calculated on each withdrawal date:


	Maximum Percentage
	of Premiums Not Previously
Frequency	Withdrawn
Monthly	0.83%
Quarterly	2.50%
Annually	10.00%

A fixed dollar systematic withdrawal of less than $100 on any withdrawal date will terminate your systematic withdrawal. If the amount to be withdrawn would exceed the applicable maximum percentage of your premium payments not previously withdrawn on any withdrawal date, we will automatically reduce the amount withdrawn so that it equals such percentage. Thus, your fixed dollar systematic withdrawals will never exceed the maximum percentage. If you want fixed dollar systematic withdrawals to exceed the maximum percentage and are willing to incur associated surrender charges, consider the Fixed Dollar Systematic Withdrawal Feature discussed below which you may add to your regular fixed dollar systematic withdrawal program.

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If your systematic withdrawal is based on a percentage of the premiums not previously withdrawn from the subaccounts in which you are invested and the amount to be withdrawn based on that percentage would be less than $100, we will contact you and seek alternative instructions. Unless you provide instructions, if the systematic withdrawal would exceed the maximum percentage, we will send the amount, and then automatically cancel your systematic withdrawal option.

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

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

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

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

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

IRA Withdrawals

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

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

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

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

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

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

TRANSFERS AMONG YOUR INVESTMENTS (EXCESSIVE TRADING POLICY)

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

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

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

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

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

Limits on Frequent or Disruptive Transfers

The contract is not designed to serve as a vehicle for frequent transfers. Frequent transfer activity can disrupt management of a fund and raise its expenses through:

Increased trading and transaction costs;
Forced and unplanned portfolio turnover;
Lost opportunity costs; and
Large asset swings that decrease the fund's ability to provide maximum investment return to all contract owners.

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

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

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

Meets or exceeds our current definition of Excessive Trading, as defined below; or
Is determined, in our sole discretion, to be disruptive or not in the best interests of other owners of our variable insurance and retirement products.

We currently define Excessive Trading as:

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

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

Purchases or sales of shares related to non-fund transfers (for example, new purchase payments, withdrawals and loans);
Transfers associated with scheduled dollar cost averaging, scheduled rebalancing or scheduled asset allocation programs;
Purchases and sales of fund shares in the amount of $5,000 or less;
Purchases and sales of funds that affirmatively permit short-term trading in their fund shares, and movement between such funds and a money market fund; and
Transactions initiated by us, another member of the ING family of insurance companies or a fund.

If we determine that an individual or entity has made a purchase of a fund within 60 days of a prior round-trip involving the same fund, we will send them a letter (once per year) warning that another sale of that same fund within 60 days of the beginning of the prior round-trip will be deemed to be Excessive Trading and result in a six month suspension of their ability to initiate fund transfers or reallocations through the Internet, facsimile, Voice

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

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

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

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

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

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

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

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

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purchases of a fund or all funds within a fund family) will be done in accordance with the directions we receive from the fund.

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

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

Dollar Cost Averaging

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

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

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

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

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

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

Transfers under the DCA program must be in compliance with the investment restrictions for the living benefit riders. If you set up DCA transfers that are not in compliance with such restrictions, the fixed allocation funds

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automatic rebalancing feature of those living benefit riders will automatically rebalance the amounts to bring them into compliance.

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

Amount added to source account: If you add amounts to the source account which would increase the amount to be transferred under the dollar cost averaging program, we will review the amounts to be transferred to ensure that the individual and aggregate limits are not being exceeded. If such limits would be exceeded, we will require that the dollar cost averaging transfer amounts be changed to ensure that the transfers are within the limits based on the then-current allocation of contract value to the Restricted Fund(s) and the then-current value of the amount designated to be transferred to that Restricted Fund(s).
Additional premium paid: Up to the individual Restricted Fund percentage limit may be allocated to a Restricted Fund. If you request more than the individual limit be allocated to a Restricted Fund, we will look at the aggregate limit, subtract the current allocation to Restricted Funds, and subtract the current value of amounts to be transferred under the dollar cost averaging program to Restricted Funds.
The excess, if any, is the maximum that may be allocated pro-rata to the Restricted Funds.
Reallocation request is made while the dollar cost averaging program is active: If the reallocation would increase the amount allocated to Restricted Funds, the maximum that may be so allocated is the individual Restricted Fund percentage limit, less the current allocation to Restricted Funds and less the current value of any remaining amounts to be transferred under the dollar cost averaging program to the Restricted Funds.

We may offer additional subaccounts or fixed interest allocations as part of or withdraw any subaccount or Fixed Interest Allocation from the dollar cost averaging program, stop offering DCA Fixed Interest Allocations or otherwise modify, suspend or terminate this program. Such change will not affect any dollar cost averaging programs in operation at the time.

Automatic Rebalancing

If you have at least $10,000 of contract value invested in the subaccounts of Separate Account B, you may elect to have your investments in the subaccounts automatically rebalanced. Automatic rebalancing is not available if you participate in dollar cost averaging. Automatic rebalancing will not take place during the free look period. Automatic rebalancing is subject to any fund purchase restrictions; however, transfers made pursuant to automatic rebalancing do not count toward the 12 -transfer limit on free transfers. There is no additional charge for this feature.

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

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

To participate in automatic rebalancing, send satisfactory notice to our Customer Service Center. We will begin the program on the last business day of the period in which we receive the notice. You may cancel the program at any time. The program will automatically terminate if you choose to reallocate your contract value among the subaccounts or if you make an additional premium payment or partial withdrawal on other than a pro-rata basis.

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Additional premium payments and partial withdrawals made on a pro-rata basis will not cause the automatic rebalancing program to terminate.

DEATH BENEFIT CHOICES

Death Benefit During the Accumulation Phase

During the accumulation phase, a death benefit (and earnings multiplier benefit, if elected) is payable when either the contract owner, or the first of joint owners or the annuitant (when a contract owner is not an individual) dies before the annuity start date. Assuming you are the contract owner, your beneficiary will receive a death benefit unless the beneficiary is your surviving spouse and elects to continue the Contract. We calculate the death benefit value as of the close of the business day on which we receive written notice and due proof of death, as well as any required paperwork, at our Customer Service Center ("claim date"). If your beneficiary wants to receive the death benefit on a date later than this, it may affect the amount of the benefit payable in the future. The proceeds may be received in a single sum, applied to any of the annuity options, or, if available, paid over the beneficiary's lifetime. (See "Systematic Withdrawals," above). A beneficiary's right to elect an annuity option or receive a lump-sum payment may have been restricted by the contract owner. If so, such rights or options will not be available to the beneficiary.

If we do not receive a request to apply the death benefit proceeds to an annuity option, we will make a single sum distribution. Unless you elect otherwise, the distribution will generally be made into an interest bearing account, backed by our general account. This account is not FDIC insured and can be accessed by the beneficiary through a draftbook feature. The beneficiary may access death benefit proceeds at any time without penalty. Interest credited under this account may be less than under other settlement options, and the Company seeks to make a profit on these accounts. We will generally distribute death benefit proceeds within 7 days after our Customer Service Center has received sufficient information to make the payment. For information on required distributions under federal income tax laws, you should see "Required Distributions upon Contract Owner's Death." At the time of death benefit election, the beneficiary may elect to receive the death benefit proceeds directly by check rather than through the draftbook feature of the interest bearing account by notifying the Customer Service Center.

You may choose one of the following Death Benefits: (i) the Standard Death Benefit, (ii) the Annual Ratchet Enhanced Death Benefit or (iii) the Max 7 Enhanced Death Benefit. The Standard Death Benefit is available SO LONG AS both the annuitant and the contract owner are age 80 or younger at the time of application. Availability of an Enhanced Death Benefit option plus a living benefit rider is subject to the following limitations.


Maximum	Option	Additional Requirement
Issue Age


79	Annual Ratchet Enhanced Death Benefit	ING LifePay Plus rider or ING Joint LifePay
		Plus rider is also purchased.
75	Annual Ratchet Enhanced Death Benefit	All living benefit riders are available.
69	Max 7 Enhanced Death Benefit	No living benefit rider is available.

Before May 1, 2009, the Max 7 Enhanced Death Benefit was available, SO LONG AS both the contract owner and the annuitant (if the contract owner is not an individual) were age 79 or younger at the time of application AND you purchased the ING LifePay Plus rider or ING Joint LifePay Plus rider (or the version of the lifetime guaranteed withdrawal benefit rider available to you). Otherwise, the maximum issue age was 75 for a Contract with either the Annual Ratchet Enhanced Death Benefit or the Max 7 Enhanced Death Benefit. Before January 12, 2009, the Quarterly Ratchet Enhanced Death Benefit was available in place of the Annual Ratchet Enhanced Death Benefit. Before April 28, 2008, the maximum issue age was 79 for a Contract with either the Quarterly Ratchet Enhanced Death Benefit or Max 7 Enhanced Death Benefit. The Annual Ratchet Enhanced Death Benefit or Max 7 Enhanced Death Benefit are available only at the time you purchase your Contract. Neither the Annual Ratchet Enhanced Death Benefit nor Max 7 Enhanced Death Benefit is available when a Contract is owned by joint owners, or joint

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annuitants if the contract owners are not individuals. Not all death benefits are available in every state. If you do not choose a death benefit, your death benefit will be the Standard Death Benefit.

Once you choose a death benefit, you cannot change it. We may stop or suspend offering any of the Enhanced Death Benefit options to new Contracts. A change in ownership of the Contract may affect the amount of the death benefit and the Enhanced Death Benefit. The ING LifePay Plus and ING Joint LifePay Plus riders may also affect the death benefit.

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

In all cases described below, the amount of the death benefit could be reduced by premium taxes owed and withdrawals not previously deducted.

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

1)	the contract value; or
2)	the cash surrender value.

Standard Death Benefit . The Standard Death Benefit equals the greater of:

1)	the Base Death Benefit; and
2)	the Standard Minimum Guaranteed Death Benefit ("Standard MGDB") for amounts allocated to Covered Funds plus the contract value allocated to Excluded Funds.

Covered Funds are all investment options not designated as Excluded Funds. No investment options are currently designated as Excluded Funds for purposes of the Standard MGDB.

The Standard MGDB allocated to Covered Funds equals premium payments allocated to Covered Funds less pro-rata adjustments for any withdrawals and transfers.

The Standard MGDB allocated to Excluded Funds equals premium payments allocated to Excluded Funds less pro-rata adjustments for any withdrawals and transfers. This calculation is not used for benefit purposes, but only to determine the impact of transfers to and from Excluded Funds.

Withdrawals reduce the Standard MGDB on a pro-rata basis. The percentage reduction in the Standard MGDB for each Fund category (i.e., Covered or Excluded) equals the percentage reduction in contract value in that Fund category resulting from the withdrawal. The pro-rata adjustment is based on the change in contract value resulting from the withdrawal, not the amount requested.

Transfers among Fund categories do not reduce the overall Standard MGDB.

Net transfers from Covered Funds to Excluded Funds will reduce the Standard MGDB in the Covered Funds on a pro-rata basis. The increase in the Standard MGDB allocated to Excluded Funds will equal the decrease in the Standard MGDB in Covered Funds.
Net transfers from Excluded Funds to Covered Funds will reduce the Standard MGDB in Excluded Funds on a pro-rata basis. The increase in the Standard MGDB allocated to Covered Funds will equal the lesser of the net contract value transferred and the decrease in the Standard MGDB in Excluded Funds.

Enhanced Death Benefit Options. The Contract has Enhanced Death Benefit options designed to protect the contract value from poor investment performance and the impact that poor investment performance could have on the Standard Death Benefit. The Enhanced Death Benefit options enable you to lock in positive investment

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performance. Under the Enhanced Death Benefit options, if you die before the annuity start date, your beneficiary will receive the greater of the Standard Death Benefit or the Enhanced Death Benefit option elected. The criteria to lock are different. The Annual Ratchet Enhanced Death Benefit locks annually. The Max 7 Enhanced Death Benefit not only locks annually, but also has an additional element that locks annually at a specified interest rate, so your death benefit under the Max 7 Enhanced Death Benefit would be the greater of these two elements. Which Enhanced Death Benefit option is right for you ultimately depends on whether you want the lock to include a specified interest rate, besides the additional charge. The Enhanced Death Benefit options are explained further below.

Before January 12, 2009, the Quarterly Ratchet Enhanced Death Benefit was available in place of the Annual Ratchet Enhanced Death Benefit; the frequency of the ratchet component was quarterly for both Enhanced Death Benefit options: the Quarterly Ratchet Enhanced Death Benefit and Max 7 Enhanced Death Benefit.

Allocation restrictions apply for purposes of determining death benefits. Selecting a Special Fund or Excluded Fund may limit or reduce the Enhanced Death Benefit. We may, with 30 days notice to you, designate any investment portfolio as a Special Fund or Excluded Fund on existing Contracts with respect to new premiums added to such investment portfolio and also with respect to new transfers to such investment portfolio.

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

The Annual Ratchet Enhanced Death Benefit equals the greater of:

1)	the Standard Death Benefit; and
2)	the Annual Ratchet Minimum Guaranteed Death Benefit ("Annual Ratchet MGDB") allocated to Covered Funds plus the contract value allocated to Excluded Funds.

Covered Funds are all investment options not designated as Excluded Funds. No investment options are currently designated as Excluded Funds for purposes of the Annual Ratchet MGDB.

The Annual Ratchet Enhanced Death Benefit was the Quarterly Ratchet Enhanced Death Benefit before January 12, 2009, so the Annual Ratchet MGDB was the Quarterly Ratchet MGDB.

The Annual Ratchet MGDB allocated to Covered Funds on the contract date equals the premium allocated to Covered Funds. On each contract anniversary that occurs on or prior to attainment of age 90, the Annual Ratchet MGDB in Covered Funds will be set to the greater of:

1)	the current contract value in Covered Funds (after deductions occurring as of that date); or
2)	the Annual Ratchet MGDB in Covered Funds from the prior contract anniversary (after deductions occurring on that date), adjusted for new premiums, partial withdrawals attributable to Covered Funds, and transfers.

Other than on contract anniversaries, the Annual Ratchet MGDB in the Covered Funds is equal to the Annual Ratchet MGDB in the Covered Funds from the last contract anniversary, adjusted for new premiums, partial withdrawals attributable to Covered Funds, and transfers.

Before January 12, 2009, the Annual Ratchet MGDB allocated to Covered Funds was the Quarterly Ratchet MGDB allocated to Covered Funds. On the contract date, the Quarterly Ratchet MGDB in Covered Funds equals the premium allocated to Covered Funds. On each quarterly anniversary (three months from the contract date and each three month anniversary of that date) that occurs on or prior to attainment of age 90, the Quarterly Ratchet MGDB in Covered Funds will be set to the greater of:

1)	the current contract value in Covered Funds (after deductions occurring as of that date); and

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2)	the Quarterly Ratchet MGDB in Covered Funds from the prior quarterly anniversary (after deductions occurring on that date), adjusted for new premiums, partial withdrawals attributable to Covered Funds, and transfers.

Other than on quarterly anniversaries, the Quarterly Ratchet MGDB in the Covered Funds is equal to the Quarterly Ratchet MGDB in the Covered Funds from the last quarterly anniversary, adjusted for new premiums, partial withdrawals attributable to Covered Funds, and transfers.

The Annual Ratchet MGDB allocated to Excluded Funds on the contract date equals the premium allocated to Excluded Funds. The calculation is not used for benefit purposes, but only to determine the impact of transfers to and from Excluded Funds. On each contract anniversary that occurs on or prior to attainment of age 90, the Annual Ratchet MGDB in Excluded Funds will be set to the greater of:

1)	the current contract value in Excluded Funds (after deductions occurring as of that date); or
2)	the Annual Ratchet MGDB in the Excluded Funds from the prior contract anniversary (after deductions occurring on that date), adjusted for new premiums, partial withdrawals attributable to Excluded Funds, and transfers.

Other than on contract anniversaries, the Annual Ratchet MGDB in the Excluded Funds is equal to the Annual Ratchet MGDB in the Excluded Funds from the last contract anniversary, adjusted for new premiums, partial withdrawals attributable to Excluded Funds, and transfers.

Before January 12, 2009, the Annual Ratchet MGDB allocated to Excluded Funds was the Quarterly Ratchet MGDB allocated to Excluded Funds. The calculation is not used for benefit purposes, but only to determine the impact of transfers to and from Excluded Funds. On each quarterly anniversary that occurs on or prior to attainment of age 90, the Quarterly Ratchet MGDB in Excluded Funds will be set to the greater of:

1)	the current contract value in Excluded Funds (after deductions occurring as of that date); or
2)	the Quarterly Ratchet MGDB in the Excluded Funds from the prior quarterly anniversary (after deductions occurring on that date), adjusted for new premiums, partial withdrawals attributable to Excluded Funds, and transfers.

Other than on quarterly anniversaries, the Quarterly Ratchet MGDB in the Excluded Funds is equal to the Quarterly Ratchet MGDB in the Excluded Funds from the last quarterly anniversary, adjusted for new premiums, partial withdrawals attributable to Excluded Funds, and transfers.

Withdrawals reduce the Annual Ratchet MGDB on a pro-rata basis. The pro-rata adjustment is based on the change in contract value resulting from the withdrawal, not the amount requested.

Net transfers from Covered Funds to Excluded Funds will reduce the Annual Ratchet MGDB in Covered Funds on a pro-rata basis. The increase in the Annual Ratchet MGDB allocated to Excluded Funds, as applicable, will equal the decrease in the Annual Ratchet MGDB in Covered Funds.

Net transfers from Excluded Funds to Covered Funds will reduce the Annual Ratchet MGDB in Excluded Funds on a pro -rata basis. The increase in the Annual Ratchet MGDB allocated to Covered Funds will equal the lesser of the net contract value transferred and the reduction in the Annual Ratchet MGDB in Excluded Funds.

Before January 12, 2009, the Annual Ratchet MGDB was the Quarterly Ratchet MGDB. Withdrawals and net transfers to and from Covered Funds and Excluded Funds would have the same outcome.

The Max 7 Enhanced Death Benefit equals the greater of the Annual Ratchet Enhanced Death Benefit and the 7% Solution Death Benefit Element. Each element of the Max 7 Enhanced Death Benefit is determined independently of the other at all times.

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Before January 12, 2009, the Annual Ratchet Enhanced Death Benefit was the Quarterly Ratchet Enhanced Death Benefit.

The 7% Solution Death Benefit Element is the greater of:

1)	the Standard Death Benefit; and
2)	the lesser of:
	(a)	2.5 times all premium payments, adjusted for withdrawals (the "cap"); or
	(b)	the sum of the 7% Solution Minimum Guaranteed Death Benefit ("7% MGDB") allocated to Covered Funds, the 7% MGDB allocated to Special Funds, and the contract value allocated to Excluded Funds.

For Contracts issued prior to August 21, 2006, the cap is 3 times all premium payments, adjusted for withdrawals.

For purposes of calculating the 7% Solution Death Benefit Element, the following investment options are designated as Special Funds:

ING Liquid Assets Portfolio; and
Fixed Interest Allocation.

The ProFunds VP Rising Rates Opportunity Portfolio is also a Special Fund, but closed to new allocations effective April 30, 2007.

For Contracts issued prior to September 2, 2003, however, the ProFunds VP Rising Rates Opportunity Portfolio is not designated as a Special Fund.

The ING Limited Maturity Bond Portfolio is a Special Fund, but closed to new allocations effective March 12, 2004.

For Contracts issued on or after May 1, 2003, but prior to August 21, 2006, the ING Intermediate Bond Portfolio is designated as a Special Fund.

Covered Funds are all investment options not designated as Special Funds or Excluded Funds. No investment options are currently designated as Excluded Funds.

The 7% MGDB allocated to Covered Funds equals premiums allocated to Covered Funds, adjusted for withdrawals and transfers, accumulated at 7% annually until age 80 or the 7% MGDB reaches the cap. There is no accumulation once the cap is reached. Payment of additional premiums may cause the accumulation to resume, but there is no catch-up for any period where accumulation was suspended. The Max 7 Enhanced Death Benefit available for some Contracts issued in 2001 or earlier allows for accumulation to continue beyond age 80, subject to the cap. Please see your Contract for details regarding the terms of your death benefit.

The 7% MGDB allocated to Special Funds equals premiums allocated to Special Funds, adjusted for withdrawals and transfers. There is no accumulation of 7% MGDB allocated to Special Funds.

The 7% MGDB allocated to Excluded Funds is determined in the same way as the 7% MGDB for Covered Funds, but the calculation is not used for benefit purposes, but only to determine the impact of transfers to and from Excluded Funds.

Withdrawals reduce the 7% MGDB on a pro-rata basis. The percentage reduction in the 7% MGDB for each Fund category (i.e., Covered, Special or Excluded) equals the percentage reduction in contract value in that Fund category resulting from the withdrawal. The percentage reduction in the cap equals the percentage reduction in total contract

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value resulting from the withdrawal. The pro-rata adjustment is based on the change in contract value resulting from the withdrawal, not the amount requested.

Transfers among Fund categories do not reduce the overall 7% MGDB, but do affect the amount of the 7% MGDB in a particular Fund category. Net transfers from among the Funds will reduce the 7% MGDB in the Funds on a pro -rata basis. The increase in the 7% MGDB allocated to the fund category to which the transfer is being made will equal the decrease in the fund category from which the transfer is being made.


Note:	In all cases described above, the amount of the death benefit could be reduced by premium taxes owed and
	withdrawals not previously deducted. The enhanced death benefits may not be available in all states.

Earnings Multiplier Benefit Rider. The earnings multiplier benefit rider is an optional rider that provides a separate death benefit in addition to the death benefit provided under the death benefit options described above. The rider is subject to state availability and is available only for issue ages 75 or under. You may add it at issue of the Contract or, if not yet available in your state, on the next contract anniversary following introduction of the rider in your state. The date on which the rider is added is referred to as the "rider effective date."

If the rider is added at issue, the rider provides a benefit equal to a percentage of the gain under the Contract, up to a gain equal to 150% of premiums adjusted for withdrawals ("Maximum Base"). Currently, if added at issue, the earnings multiplier benefit is equal to 55% (30% for issue ages 70 and above) of the lesser of: i) the Maximum Base; and ii) the contract value on the claim date minus premiums adjusted for withdrawals. If added after issue, the earnings multiplier benefit is equal to 55% (30% for issue ages 70 and above) of the lesser of: i) 150% of the contract value on the rider effective date, plus subsequent premiums adjusted for subsequent withdrawals; and ii) the contract value on the claim date minus the contract value on the rider effective date, minus subsequent premiums adjusted for subsequent withdrawals. The adjustment to the benefit for withdrawals is pro-rata, meaning that the benefit will be reduced by the proportion that the withdrawal bears to the contract value at the time of the withdrawal.

There is an extra charge for the earnings multiplier benefit rider and once selected, it may not be revoked. The rider does not provide a benefit if there is no gain under the Contract. As such, the Company would continue to assess a charge for the rider, even though no benefit would be payable at death under the rider if there are no gains under the Contract. Please see "Charges and Fees - Charges Deducted from the Subaccounts - Optional Rider Charges -Earnings Multiplier Benefit Rider Charge" for a description of the charge.

The rider is available for both non-qualified and qualified contracts. Please see the discussions of possible tax consequences in "Federal Tax Considerations - Tax Consequences of Living Benefits and Death Benefit" in this prospectus.

Death Benefit During the Income Phase

If any contract owner or the annuitant dies after the annuity start date, we will pay the beneficiary any certain benefit remaining under the annuity in effect at the time.

Continuation After Death - Spouse

If at the contract owner's death, the surviving spouse of the deceased contract owner is the beneficiary and such surviving spouse elects to continue the Contract as his or her own, the following will apply:

If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value on that date is greater than zero, we will add such difference to the contract value. We will allocate such addition to the variable subaccounts in proportion to the contract value in the subaccounts, unless you direct otherwise. If there is no contract value in any subaccount, we will allocate the addition to the ING Liquid Assets Portfolio, or its successor. Such addition to contract value will not affect the guaranteed death benefit or any living benefit rider values. Any addition to contract value is available only to the spouse of the owner as of the date of death of the owner if such spouse under the provisions of the Contract elects to continue the Contract as his or her own.

The death benefits under each of the available options will continue, based on the surviving spouse's age on the date that ownership changes.

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If you elect the Annual Ratchet Death Benefit (Quarterly Ratchet Enhanced Death Benefit before January 12, 2009) or the Max 7 Enhanced Death Benefit and the new or surviving owner is attained 89 or less, ratchets will continue, (or resume if deceased owner had already reached age 90) until the new or surviving owner reaches age 90. If you elected the Max 7 Enhanced Death Benefit, the new or surviving owner is attained age 79 or less, the Max 7 Enhanced Death Benefit continues or resumes accumulation until either the cap or the attained age of 80 is reached.

At subsequent surrender, we will waive any surrender charge applicable to premiums paid prior to the date we receive due proof of death of the contract owner. Any premiums paid later will be subject to any applicable surrender charge.

If you elected the earnings multiplier benefit rider, and the benefit would otherwise be payable, we will add the benefit to the contract value and allocate the benefit among the variable subaccounts in proportion to the contract value in the subaccounts, unless you direct otherwise. If there is no contract value in any subaccount, we will allocate the benefit to the ING Liquid Assets Portfolio, or its successor.

The earnings multiplier benefit rider will continue if the surviving spouse is eligible based on his or her attained age. If the surviving spouse is older than the maximum rider issue age, the rider will terminate. The Maximum Base and the percentages will be reset based on the adjusted contract value. The calculation of the benefit going forward will be: (i) based on the attained age of the spouse at the time of the ownership change using current values as of that date; (ii) computed as if the rider were added to the Contract after issue and after the increase; and (iii) based on the Maximum Base and percentages in effect on the original rider date. However, we may permit the surviving spouse to elect to use the then-current Maximum Base and percentages in the benefit calculation.

Continuation After Death - Not a Spouse

If the beneficiary or surviving joint owner is not the spouse of the owner, the Contract may defer payment of the death benefit subject to the required distribution rules of the Tax Code. See next section, "Required Distributions Upon Contract Owner's Death."

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

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

Required Distributions Upon Contract Owner's Death

We will not allow any payment of benefits provided under a non -qualified Contract which does not satisfy the requirements of Section 72(s) of the Tax Code.

If any contract owner of a non-qualified Contract dies before the annuity start date, we will distribute the death benefit payable to the beneficiary as follows: (a) the death benefit must be completely distributed within 5 years of the contract owner's date of death; or (b) the beneficiary may elect, within the 1 -year period after the contract owner's date of death, to receive the death benefit in the form of an annuity from us, provided that (i) such annuity is distributed in substantially equal installments over the life of such beneficiary or over a period not extending beyond the life expectancy of such beneficiary; and (ii) such distributions begin not later than 1 year after the contract owner's date of death.

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Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is the deceased owner's surviving spouse, then such spouse may elect to continue the Contract under the same terms as before the contract owner's death. Upon receipt of such election from the spouse at our Customer Service Center: (i) all rights of the spouse as contract owner's beneficiary under the Contract in effect prior to such election will cease; (ii) the spouse will become the owner of the Contract and will also be treated as the contingent annuitant, if none has been named and only if the deceased owner was the annuitant; and (iii) all rights and privileges granted by the Contract or allowed by us will belong to the spouse as contract owner of the Contract. We deem the spouse to have made this election if such spouse makes a premium payment to the Contract or fails to make a timely election as described in this paragraph.

If the owner's beneficiary is not a spouse, the distribution provisions described in subparagraphs (a) and (b) above, will apply even if the annuitant and/or contingent annuitant are alive at the time of the contract owner's death.

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

If we do not receive an election from an owner's beneficiary who is not a spouse within the 1-year period after the contract owner's date of death, then we will pay the death benefit to the owner's beneficiary in a cash payment within five years from the date of death. We will determine the death benefit as of the date we receive proof of death. Such cash payment will be in full settlement of all our liability under the Contract.

If a contract owner dies after the annuity start date, all of the contract owner's rights granted under the Contract or allowed by us will pass to the contract owner's beneficiary.

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

THE ANNUITY OPTIONS

Annuitization of Your Contract

If the annuitant and contract owner are living on the annuity start date, we will begin making payments to the contract owner under an income plan. Four fixed payment annuity options are currently available. We will make these payments under the annuity option you choose. You may change an annuity option by making a written request to us at least 30 days before the annuity start date. Living benefit riders automatically terminate when the income phase of your Contract begins. The MGIB annuity benefit may be available if you have purchased the MGIB rider, provided the waiting period and other specified conditions have been met. The Maximum Annual Withdrawal may be available with the ING LifePay Plus or ING Joint LifePay Plus riders. There is no death benefit after the annuity start date.

You may also elect an annuity option on surrender of the Contract for its cash surrender value or you may choose one or more annuity options for the payment of death benefit proceeds while it is in effect and before the annuity start date. If, at the time of the contract owner's death or the annuitant's death (if the contract owner is not an individual), no option has been chosen for paying death benefit proceeds, the beneficiary may choose an annuity option. In such a case, the payments will be based on the life expectancy of the beneficiary rather than the life of the annuitant. In all events, payments of death benefit proceeds must comply with the distribution requirements of applicable federal tax law.

The minimum monthly annuity income payment that we will make is $ 20. We may require that a single sum payment be made if the contract value is less than $2,000 or if the calculated monthly annuity income payment is less than $20.

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For each annuity option we will issue a separate written agreement putting the annuity option into effect. Before we pay any annuity benefits, we require the return of your Contract. If your Contract has been lost, we will require that you complete and return the applicable lost Contract form. Various factors will affect the level of annuity benefits, such as the annuity option chosen, the applicable payment rate used and the investment performance of the portfolios and interest credited to the Fixed Interest Allocations.

Our current annuity options provide only for fixed payments. Fixed annuity payments are regular payments, the amount of which is fixed and guaranteed by us. Payments under our current annuity options will last either for a specified period of time or for the life of the annuitant, or both - depending on the option. We will determine the amount of the annuity payments on the annuity start date by multiplying the contract value (adjusted for any market value adjustment and any rider charges that would be due) by the applicable payment factor provided under the Contract and dividing by 1,000. The applicable payment factor will depend on: the annuity option; payment date; the frequency of payments you choose; and the age of the annuitant or beneficiary (and gender, where appropriate under applicable law). Surrender charges might apply depending on the annuity options. Because our current annuity options provide only for fixed payments, subsequent payments will not differ from the amount of your first annuity payment.

Our approval is needed for any option where:

1)	The person named to receive payment is other than the contract owner or beneficiary;
2)	The person named is not a natural person, such as a corporation; or
3)	Any income payment would be less than the minimum annuity income payment allowed.

Selecting the Annuity Start Date

You select the annuity start date, which is the date on which the annuity payments commence. Unless we consent, the annuity start date must be at least 5 years from the contract date but before the month immediately following the annuitant's 90th birthday. If, on the annuity start date, a surrender charge remains, the elected annuity option must include a period certain of at least 5 years.

If you do not select an annuity start date, it will automatically begin in the month following the annuitant's 90 th birthday.

If the annuity start date occurs when the annuitant is at an advanced age, such as over age 85, it is possible that the Contract will not be considered an annuity for federal tax purposes. For more information, see "Federal Tax Considerations" and the SAI. For a Contract purchased in connection with a qualified plan, other than a Roth IRA, distributions must commence not later than April 1 st of the calendar year following the calendar year in which you reach age 70½ or, in some cases, retire. Distributions may be made through annuitization or withdrawals. You should consult a tax adviser for tax advice before investing.

Frequency of Annuity Payments

You choose the frequency of the annuity payments. They may be monthly, quarterly, semi-annually or annually. If we do not receive written notice from you, we will make the payments monthly. There may be certain restrictions on minimum payments that we will allow.

Beneficiary Rights

A beneficiary's right to elect an annuity option or receive a lump sum may have been restricted by the contract owner. If so, such options will not be available to the beneficiary.

The Annuity Options

The Contract has 4 annuity options. Payments under Options 1, 2 and 3 are fixed. Payments under Option 4 may be fixed or variable, although only fixed payments are currently available . For a fixed annuity option, the contract value in the subaccounts is transferred to the Company's general account. If you do not choose an annuity option, Option 2 - Income for Life with a 10-year period certain will be selected for you, or a shorter period if required by government regulations.

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Option 1. Income for a Fixed Period. Under this option, we make monthly payments in equal installments for a fixed number of years based on the contract value on the annuity start date. We guarantee that each monthly payment will be at least the amount stated in your Contract. If you prefer, you may request that payments be made in annual, semi-annual or quarterly installments. We will provide you with illustrations if you ask for them. If the cash surrender value or contract value is applied under this option, a 10% penalty tax may apply to the taxable portion of each income payment until the contract owner reaches age 59½.

Option 2. Income for Life with a Period Certain. Under this option, we make payments for the life of the annuitant in equal monthly installments and guarantee the income for at least a period certain, such as 10 or 20 years. Other periods certain may be available to you on request. You may choose a refund period instead. Under this arrangement, income is guaranteed until payments equal the amount of your Contract. If the person named lives beyond the guaranteed period, we will continue payments until his or her death. We guarantee that each payment will be at least the amount specified in the Contract corresponding to the person's age on his or her last birthday before the annuity start date. Amounts for ages not shown in the Contract are available if you ask for them.

Option 3. Joint Life Income. This option is available when there are 2 persons named to determine annuity payments. At least one of the persons named must be either the contract owner or beneficiary of the Contract. We guarantee monthly payments will be made as long as at least one of the named persons is living. There is no minimum number of payments. Monthly payment amounts are available upon request.

Option 4. Annuity Plan. Under this option, your contract value can be applied to any other annuitization plan that we choose to offer on the annuity start date. Annuity payments under Option 4 may be fixed or variable. If variable and subject to the 1940 Act, it will comply with the requirements of such Act.

Payment When Named Person Dies

When the person named to receive payment dies, we will pay any amounts still due as provided in the annuity agreement between you and ING USA. The amounts we will pay are determined as follows:

1)	For Option 1, or any remaining guaranteed payments under Option 2, we will continue payments. Under Options 1 and 2, the discounted values of the remaining guaranteed payments may be paid in a single sum. This means we deduct the amount of the interest each remaining guaranteed payment would have earned had it not been paid out early. We will base the discount interest rate on the interest rate used to calculate the payments for Options 1 and 2.
2)	For Option 3, no amounts are payable after both named persons have died.
3)	For Option 4, the annuity option agreement will state the amount we will pay, if any.

OTHER CONTRACT PROVISIONS

Reports to Contract Owners

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

Suspension of Payments

The Company reserves the right to suspend or postpone the date of any payment or determination of values, beyond the 7 permitted days, on any business day (i) when the New York Stock Exchange is closed; (ii) when trading on the New York Stock Exchange is restricted; (iii) when an emergency exists as determined by the SEC so that the sale of securities held in Separate Account B may not reasonably occur or so that the Company may not reasonably determine the value of Separate Account B's net assets; or (iv) during any other period when the SEC so permits for

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the protection of security holders. We have the right to delay payment of amounts from a Fixed Interest Allocation for up to 6 months.

In Case of Errors in Your Application

If an age or gender given in the application or enrollment form is misstated, the amounts payable or benefits provided by the Contract shall be those that the premium payment would have bought had the age or gender not been misstated.

Assigning the Contract as Collateral

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

Contract Changes - Applicable Tax Law

We have the right to make changes in the Contract to continue to qualify the Contract as an annuity under applicable federal tax law. We will give you advance notice of such changes.

Free Look

You may cancel your Contract within your 10-day free look period. We deem the free look period to expire 15 days after we mail the Contract to you. Some states may require a longer free look period. To cancel, you need to send your Contract to our Customer Service Center or to the agent from whom you purchased it. We will refund the greater of the contract value (which may be more or less than the premium payments you paid) or, if required by your state, the original amount of your premium payment. In no event does the Company retain any investment gain associated with a Contract that is free looked. For purposes of the refund during the free look period, (i) we adjust your contract value for any market value adjustment (if you have invested in the Fixed Account), and (ii) then we include a refund of any charges deducted from your contract value. Because of the market risks associated with investing in the portfolios and the potential positive or negative effect of the market value adjustment, the contract value returned may be greater or less than the premium payment you paid. Some states require us to return to you the amount of the paid premium (rather than the contract value) in which case you will not be subject to investment risk during the free look period. In these states, your premiums designated for investment in the subaccounts will be allocated during the free look period to a subaccount specially designated by the Company for this purpose (currently, the ING Liquid Assets Portfolio). We may, in our discretion, require that premiums designated for investment in the subaccounts from all other states as well as premiums designated for a Fixed Interest Allocation be allocated to the specially designated subaccount during the free look period. Your free look rights depend on the laws of the state in which you purchase the Contract. Your Contract is void as of the day we receive your Contract and cancellation request in good order. We determine your contract value at the close of business on the day we void your Contract. If you keep your Contract after the free look period and the investment is allocated to a subaccount specially designated by the Company, we will put your money in the subaccount(s) chosen by you, based on the accumulation unit value next computed for each subaccount, and/or in the Fixed Interest Allocation chosen by you.

Special Arrangements

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

Selling the Contract

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

Directed Services LLC does not retain any commissions or compensation paid to it by ING USA for Contract sales.

Directed Services LLC enters into selling agreements with affiliated and unaffiliated broker/dealers to sell the

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Contracts through their registered representatives who are licensed to sell securities and variable insurance products ("selling firms"). Selling firms are also registered with the SEC and are FINRA member firms.

The following selling firms are affiliated with the Company and have entered into selling agreements with Directed Services LLC for the sale of our variable annuity contracts:

ING Financial Advisers, LLC
ING Financial Partners, Inc.

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

Directed Services LLC pays selling firms for Contract sales according to one or more schedules. This compensation is generally based on a percentage of premium payments. Selling firms may receive commissions of up to 7.0% of premium payments. In addition, selling firms may receive ongoing annual compensation of up to 1.25% of all, or a portion, of values of Contracts sold through the firm. Individual representatives may receive all or a portion of compensation paid to their selling firm, depending on the firm's practices. Commissions and annual compensation, when combined, could exceed 7.0% of total premium payments.

Directed Services LLC has special compensation arrangements with certain selling firms based on those firms' aggregate or anticipated sales of the Contracts or other criteria. These special compensation arrangements will not be offered to all selling firms, and the terms of such arrangements may differ among selling firms based on various factors. Any such compensation payable to a selling firm will not result in any additional direct charge to you by us.

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

Marketing/distribution allowances which may be based on the percentages of premium received, the aggregate commissions paid and/or the aggregate assets held in relation to certain types of designated insurance products issued by the Company and/or its affiliates during the year;
Loans or advances of commissions in anticipation of future receipt of premiums (a form of lending to agents/registered representatives). These loans may have advantageous terms such as reduction or elimination of the interest charged on the loan and/or forgiveness of the principal amount of the loan, which terms may be conditioned on fixed insurance product sales;
Education and training allowances to facilitate our attendance at certain educational and training meetings to provide information and training about our products. We also hold training programs from time to time at our expense;
Sponsorship payments or reimbursements for broker/dealers to use in sales contests and/or meetings for their agents/registered representatives who sell our products. We do not hold contests based solely on the sales of this product;
Certain overrides and other benefits that may include cash compensation based on the amount of earned commissions, agent/representative recruiting or other activities that promote the sale of contracts; and
Additional cash or noncash compensation and reimbursements permissible under existing law. This may include, but is not limited to, cash incentives, merchandise, trips, occasional entertainment, meals and tickets to sporting events, client appreciation events, business and educational enhancement items,

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payment for travel expenses (including meals and lodging) to pre-approved training and education seminars, and payment for advertising and sales campaigns.

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

The following is a list of the top 25 selling firms that, during 2010, received the most compensation, in the aggregate, from us in connection with the sale of registered annuity contracts issued by us, ranked by total dollars received:


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

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

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

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

OTHER INFORMATION

Voting Rights

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

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

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State Regulation

We are regulated by the Insurance Department of the State of Iowa. We are also subject to the insurance laws and

regulations of all jurisdictions where we do business. The Contract offered by this prospectus has been approved

where required by those jurisdictions. We are required to submit annual statements of our operations, including

financial statements, to the Insurance Departments of the various jurisdictions in which we do business to determine

solvency and compliance with state insurance laws and regulations.

Legal Proceedings

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

The Company is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of

business. Due to the climate in insurance and business litigation/arbitration, suits against the Company sometimes

include claims for substantial compensatory, consequential or punitive damages and other types of relief. Moreover,

certain claims are asserted as class actions, purporting to represent a group of similarly situated individuals. While it

is not possible to forecast the outcome of such lawsuits/arbitrations, in light of existing insurance, reinsurance and

established reserves, it is the opinion of management that the disposition of such lawsuits/arbitrations will not have a

materially adverse effect on the Company's operations or financial position.

Directed Services LLC, the principal underwriter and distributor of the contract, is a party to threatened or pending

lawsuits/arbitration that generally arise from the normal conduct of business. Some of these suits may seek class

action status and sometimes include claims for substantial compensatory, consequential or punitive damages and

other types of relief. Directed Services LLC is not involved in any legal proceeding that in the opinion of

management, is likely to have a material adverse effect on its ability to distribute the contract.

FEDERAL TAX CONSIDERATIONS

Introduction

This section discusses our understanding of current federal income tax laws affecting the contract. Federal income

tax treatment of the contract is complex and sometimes uncertain. You should keep the following in mind when

reading it:

Your tax position (or the tax position of the designated beneficiary, as applicable) determines federal taxation

of amounts held or paid out under the contract;

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

This section addresses some but not all applicable federal income tax rules and does not discuss federal estate

and gift tax implications, state and local taxes, or any other tax provisions; and

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

We do not intend this information to be tax advice. For advice about the effect of federal income taxes or any other

taxes on amounts held or paid out under the contract, consult a tax adviser.

Types of Contracts: Non-Qualified or Qualified

The Contract may be purchased on a non-tax-qualified basis (non-qualified contracts) or purchased on a tax-

qualified basis (qualified contracts).

Non-qualified contracts are purchased with after tax contributions and are not related to retirement plans that receive

special income tax treatment under the Tax Code.

Qualified Contracts are designed for use by individuals whose premium payments are comprised solely of proceeds

from and/or contributions under retirement plans that are intended to qualify for special income tax treatment under

Sections 401, 408 or 408A, and some provisions of 403 and 457 of the Tax Code.

Effective January 1, 2009, except in the case of a rollover contribution as permitted under the Tax Code or as a

result of an intra-plan exchange or plan-to-plan transfer described under the Final Regulations, contributions to a

section 403(b) tax sheltered annuity contract may only be made by the Employer sponsoring the Plan under which

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the assets in your contract are covered subject to the applicable Treasury Regulations and only if the Company, in its sole discretion, agrees to be an approved provider.

Taxation of Non-Qualified Contracts

Premiums

You may not deduct the amount of your premiums to a non-qualified contract.

Taxation of Gains Prior to Distribution

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

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

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

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

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

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

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Taxation of Distributions

General. When a withdrawal from a non-qualified Contract occurs, the amount received will be treated as

ordinary income subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the

amount of any surrender charge) immediately before the distribution over the contract owner's investment in the

contract at that time. Investment in the contract is generally equal to the amount of all premiums to the contract,

plus amounts previously included in your gross income as the result of certain loans, assignments or gifts, less the

aggregate amount of non-taxable distributions previously made.

In the case of a surrender under a non-qualified Contract, the amount received generally will be taxable only to the

extent it exceeds the contract owner's investment in the contract (cost basis).

10% Penalty Tax. A distribution from a non-qualified Contract may be subject to a federal tax penalty

equal to 10% of the amount treated as income. In general, however, there is no penalty on distributions:

made on or after the taxpayer reaches age 59½;

made on or after the death of a contract owner (the annuitant if the contract owner is a non-natural

person);

attributable to the taxpayer's becoming disabled as defined in the Tax Code;

made as part of a series of substantially equal periodic payments (at least annually) over your life or life

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

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

The 10% penalty does not apply to distributions from an immediate annuity as defined in the Tax Code. Other

exceptions may be applicable under certain circumstances and special rules may be applicable in connection with

the exceptions enumerated above. A tax adviser should be consulted with regard to exceptions from the penalty tax.

Tax-Free Exchanges. Section 1035 of the Tax Code permits the exchange of a life insurance, endowment

or annuity contract for an annuity contract on a tax-free basis. In such instance, the "investment in the contract" in

the old contract will carry over to the new contract. You should consult with your tax advisor regarding procedures

for making Section 1035 exchanges.

If your Contract is purchased through a tax-free exchange of a life insurance, endowment or annuity contract that

was purchased prior to August 14, 1982, then any distributions other than annuity payments will be treated, for tax

purposes, as coming:

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

the Contract;

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

Then, from any remaining "income on the contract;" and

Lastly, from any remaining "investment in the contract."

The IRS has concluded that in certain instances, the partial exchange of a portion of one annuity contract for another

contract will be tax-free. Pursuant to IRS guidance, receipt of withdrawals, surrenders or annuity payments

(annuitizations) from either the original contract or the new contract during the 12 month period following the

partial exchange may retroactively negate the partial exchange. If the partial exchange is retroactively negated, the

partial surrender of the original contract will be treated as a withdrawal, taxable as ordinary income to the extent of

gain in the original contract and, if the partial exchange occurred prior to you reaching age 59½, may be subject to

an additional 10% tax penalty. A taxable event may be avoided if requirements identified as a qualifying event are

satisfied. We are not responsible for the manner in which any other insurance company, for tax reporting purposes,

or the IRS, with respect to the ultimate tax treatment, recognizes or reports a partial exchange. We strongly advise

you to discuss any proposed 1035 exchange or subsequent distribution within 12 months with your tax advisor prior

to proceeding with the transaction.

Taxation of Annuity Payments. Although tax consequences may vary depending on the payment option

elected under an annuity contract, a portion of each annuity payment is generally not taxed and the remainder is

taxed as ordinary income. The non-taxable portion of an annuity payment is generally determined in a manner that

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is designed to allow you to recover your investment in the contract ratably on a tax-free basis over the expected stream of annuity payments, as determined when annuity payments start. Once your investment in the contract has been fully recovered, however, the full amount of each subsequent annuity payment is subject to tax as ordinary income.

On September 27, 2010, President Obama signed into law the Small Business Jobs Act of 2010, which included language that permits the partial annuitization of non-qualified annuities, effective for amounts received in taxable years beginning after December 31, 2010. The provision applies an exclusion ratio to any amount received as an annuity under a portion of an annuity provided that the annuity payments are made for a period of 10 years or more or for life. Pending the issuance of clarifying guidance, the application of this law change is unclear. Please consult your tax adviser before electing a partial annuitization.

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

Different distribution requirements apply if your death occurs:

After you begin receiving annuity payments under the Contract; or

Before you begin receiving such distributions.

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

If your death occurs before you begin receiving annuity payments, your entire balance must be distributed within five years after the date of your death. For example, if you died on September 1, 2010, your entire balance must be distributed by August 31, 2015. However, if distributions begin within one year of your death, then payments may be made over one of the following timeframes:

Over the life of the designated beneficiary; or

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

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

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

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

Immediate Annuities. Under Section 72 of the Tax Code, an immediate annuity means an annuity (1) which is purchased with a single premium, (2) with annuity payments starting within one year from the date of purchase, and (3) which provides a series of substantially equal periodic payments made annually or more frequently. While this Contract is not designed as an immediate annuity, treatment as an immediate annuity would have significance with respect to exceptions from the 10% early withdrawal penalty, to contracts owned by non-natural persons, and for certain exchanges.

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

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

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

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

Taxation of Qualified Contracts

General

The Contracts are primarily designed for use with IRAs under Tax Code Sections 401, 408 or 408A, and some provisions of 403 and 457 (We refer to all of these as "qualified plans"). The tax rules applicable to participants in these qualified plans vary according to the type of plan and the terms and conditions of the plan itself. The ultimate effect of federal income taxes on the amounts held under a Contract, or on annuity payments, depends on the type of retirement plan and your tax status. Special favorable tax treatment may be available for certain types of contributions and distributions. In addition, certain requirements must be satisfied in purchasing a qualified contract with proceeds from a tax-qualified plan in order to continue receiving favorable tax treatment.

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

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

Tax Deferral

Under the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are withdrawn. However, in the case of a qualified plan (as defined in this prospectus), an annuity contract is not necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already available to the qualified plan itself. Annuities do provide other features and benefits (such as guaranteed living

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benefits and/or death benefits or the option of lifetime income phase options at established rates) that may be valuable to you. You should discuss your alternatives with your financial representative taking into account the additional fees and expenses you may incur in an annuity.

Section 401(a), 401(k), Roth 401(k), and 403(a) Plans. Sections 401(a), 401(k), and 403(a) of the Tax Code permit certain employers to establish various types of retirement plans for employees, and permits self-employed individuals to establish these plans for themselves and their employees. These retirement plans may permit the purchase of Contracts to accumulate retirement savings under the plans. Employers intending to use the Contract with such plans should seek competent legal advice.

The contracts may also be available as a Roth 401(k), as described in Tax Code Section 402A, and we may set up accounts for you under the Contract for Roth 401(k) contributions ("Roth 401(k) accounts"). Tax Code Section 402A allows employees of certain private employers to contribute after -tax salary contributions to a Roth 401(k), which provides for tax-free distributions, subject to certain restrictions.

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

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

Roth IRAs. Section 408A of the Tax Code permits certain eligible individuals to contribute to a Roth IRA. Contributions to a Roth IRA are subject to limits on the amount of contributions and the persons who may be eligible to contribute, are not deductible, and must be made in cash or as a rollover or transfer from another Roth IRA or other IRA. Certain qualifying individuals may convert an IRA, SEP, or a SIMPLE to a Roth IRA. Such rollovers and conversions are subject to tax, and other special rules may apply. If you make a tax-free rollover of a distribution from a Roth IRA to another Roth IRA, you may not make another tax-free rollover from the Roth IRA within a 1-year period. A 10% penalty may apply to amounts attributable to a conversion to a Roth IRA if the amounts are distributed during the five taxable years beginning with the year in which the conversion was made. Sales of a contract for use with a Roth IRA may be subject to special requirements of the IRS. The IRS has not reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed, in a ruling of general applicability, whether the contract's death benefit provisions comply with IRS qualification requirements.

Section 403(b) Tax-Sheltered Annuities. The contracts are no longer available for purchase as Tax Code section 403(b) tax-sheltered annuities. Existing contracts issued as Tax Code section 403(b) tax-sheltered annuities will continue to be maintained as such under the applicable rules and regulations.

The Treasury Department has issued regulations which generally take effect on January 1, 2009. Existing contracts will be modified as necessary to comply with these regulations where allowed, or where required by law in order to maintain their status as section 403(b) tax-sheltered annuities. The final regulations include: (a) the ability to terminate a 403(b) plan, which would entitle a participant to a distribution; (b) the revocation of IRS Revenue Ruling 90-24, and the resulting increase in restrictions on a participant's right to transfer his or her 403(b) accounts; and (3) the imposition of withdrawal restrictions on non-salary reduction contribution amounts, as well as other changes.

Contributions

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

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Distributions - General

Certain tax rules apply to distributions from the Contract. A distribution is any amount taken from a Contract

including withdrawals, annuity payments, rollovers, exchanges and death benefit proceeds. We report the taxable

portion of all distributions to the IRS.

Section 401(a), 401(k) and 403(a) Plans. Distributions from these plans are taxed as received unless one

of the following is true:

The distribution is an eligible rollover distribution and is rolled over to another plan eligible to receive

rollovers or to a traditional IRA in accordance with the Tax Code;

You made after-tax contributions to the plan. In this case, depending upon the type of distribution, the

amount will be taxed according to the rules detailed in the Tax Code; or

The distribution is a qualified health insurance premium of a retired safety officer as defined in the

Pension Protection Act of 2006.

A payment is an eligible rollover distribution unless it is:

part of a series of substantially equal periodic payments (at least one per year) made over the life

expectancy of the participant or the joint life expectancy of the participant and his designated beneficiary

or for a specified period of 10 years or more;

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

a hardship withdrawal;

otherwise excludable from income; or

Not recognized under applicable regulations as eligible for rollover.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a Contract used with a

401(a), 401(k) or 403(a) plan unless certain exceptions, including one or more of the following, have occurred:

You have attained age 59½;

You have become disabled, as defined in the Tax Code;

You have died and the distribution is to your beneficiary;

You have separated from service with the sponsor at or after age 55;

The distribution amount is rolled over into another eligible retirement plan or to an IRA in accordance

with the terms of the Tax Code;

You have separated from service with the plan sponsor and the distribution amount is made in

substantially equal periodic payments (at least annually) over your life or the life expectancy or the joint

lives or joint life expectancies of you and your designated beneficiary;

The distribution is made due to an IRS levy upon your plan;

The withdrawal amount is paid to an alternate payee under a Qualified Domestic Relations Order

(QDRO); or

The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006

(401(k) plans only).

In addition, the 10% penalty tax does not apply to the amount of a distribution equal to unreimbursed medical

expenses incurred by you during the taxable year that qualify for deduction as specified in the Tax Code. The Tax

Code may provide other exceptions or impose other penalties in other circumstances.

Individual Retirement Annuities. All distributions from an IRA are taxed as received unless either one of

the following is true:

The distribution is rolled over to another IRA or to a plan eligible to receive rollovers as permitted under

the Tax Code; or

You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to

rules detailed in the Tax Code.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from an IRA unless certain

exceptions, including one or more of the following, have occurred:

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You have attained age 59½;

You have become disabled, as defined in the Tax Code;

You have died and the distribution is to your beneficiary;

The distribution amount is rolled over into another eligible retirement plan or to an IRA in accordance

with the terms of the Tax Code;

The distribution is made due to an IRS levy upon your plan; or

The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006.

In addition, the 10% penalty tax does not apply to a distribution made from an IRA to pay for health insurance

premiums for certain unemployed individuals, a qualified first-time home purchase, or for higher education

expenses.

Roth IRAs. A qualified distribution from a Roth IRA is not taxed when it is received. A qualified

distribution is a distribution:

Made after the five-taxable year period beginning with the first taxable year for which a contribution was

made to a Roth IRA of the owner; and

Made after you attain age 59½, die, become disabled as defined in the Tax Code, or for a qualified first-

time home purchase.

If a distribution is not qualified, generally it will be taxable to the extent of the accumulated earnings. A partial

distribution will first be treated as a return of contributions which is not taxable and then as taxable accumulated

earnings.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a Roth IRA that is not a

qualified distribution unless certain exceptions have occurred. In general, the exceptions for an IRA listed above

also apply to a distribution from a Roth IRA that is not a qualified distribution or a rollover to a Roth IRA that is not

a qualified rollover contribution. The 10% penalty tax is also waived on a distribution made from a Roth IRA to pay

for health insurance premiums for certain unemployed individuals, used for a qualified first-time home purchase, or

for higher education expenses.

403(b) Plans. Distributions from your contract are subject to the requirements of Code Section 403(b), the

Treasury Regulations, and, if applicable, the Plan under which the assets in your contract are covered. In

accordance with Code Section 403(b) and the Treasury Regulations, we have no responsibility or obligation to make

any distribution (including distributions due to loans, annuity payouts, qualified domestic relations orders, hardship

withdrawals and systematic distributions options) from your contract until we have received instructions or

information from your Employer and/or its designee or, if permitted under Code Section 403(b) and the Treasury

Regulations, you in a form acceptable to us and necessary for us to administer your contract in accordance with

Code Section 403(b) the Treasury Regulations, and, if applicable, the Plan.

All distributions from these plans are taxed as received unless one of the following is true:

The distribution is an eligible rollover distribution and is rolled over to another plan eligible to receive

rollovers or to a traditional IRA in accordance with the Tax Code;

You made after-tax contributions to the plan. In this case, depending upon the type of distribution, the

amount will be taxed according to the rules detailed in the Tax Code; or

The distribution is a qualified health insurance premium of a retired public safety officer as defined in

the Pension Protection Act of 2006.

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A payment is an eligible rollover distribution unless it is:

Part of a series of substantially equal periodic payments (at least one per year) made over the life

expectancy of the participant or the joint life expectancy of the participant and his designated beneficiary

or for a specified period of 10 years or more;

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

A hardship withdrawal;

Otherwise excludable from income; or

Not recognized under applicable regulations as eligible for rollover.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a contract used with a

403(b) plan, unless certain exceptions have occurred. In general, the exceptions for an IRA listed above also apply

to a distribution from a 403(b) plan, plus in the event you have separated from service with the sponsor at or after

age 55, or you have separated from service with the plan sponsor and the distribution amount is made in

substantially equal periodic payments (at least annually) over your life or the life expectancy or the joint lives or

joint life expectancies of you and your designated beneficiary. In addition, the 10% penalty tax does not apply to

the amount of a distribution equal to unreimbursed medical expenses incurred by you during the taxable year that

qualify for deduction as specified in the Tax Code. The Tax Code may provide other exceptions or impose other

penalty taxes in other circumstances.

Distribution of amounts restricted under Tax Code section 403(b)(11) may only occur upon your death, attainment

of age 59½, severance from employment, disability or financial hardship. Such distributions remain subject to other

applicable restrictions under the Tax Code and the regulations.

Lifetime Required Minimum Distributions (Sections 401(a), 401(k), Roth 401(k), 403(a), 403(b) and

IRAs only).

To avoid certain tax penalties, you and any designated beneficiary must also meet the minimum

distribution requirements imposed by the Tax Code. These rules may dictate the following:

Start date for distributions;

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

Distribution amounts.

Start Date and Time Period. Generally, you must begin receiving distributions by April 1 of the

calendar year following the calendar year in which you attain age 70½. We must pay out distributions from the

contract over a period not extending beyond one of the following time periods:

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

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

designated beneficiary.

Distribution Amounts. The amount of each required distribution must be calculated in accordance

with Tax Code Section 401(a)(9). The entire interest in the account includes the amount of any outstanding rollover,

transfer, recharacterization, if applicable, and the actuarial present value of other benefits provided under the

account, such as guaranteed death benefits.

50% Excise Tax. If you fail to receive the minimum required distribution for any tax year, a 50%

excise tax may be imposed on the required amount that was not distributed.

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

information regarding required minimum distributions may be found in your contract.

Required Distributions Upon Death (Sections 401(a), 401(k), Roth 401(k), 403(a), 403(b), IRAs and

Roth IRAs Only). Different distribution requirements apply after your death, depending upon if you have been

receiving required minimum distributions. Further information regarding required distributions upon death may be

found in your contract.

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If your death occurs on or after you begin receiving minimum distributions under the contract, distributions

generally must be made at least as rapidly as under the method in effect at the time of your death. Tax Code Section

401(a)(9) provides specific rules for calculating the required minimum distributions after your death.

If your death occurs before you begin receiving minimum distributions under the contract, your entire balance must

be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your death. For

example, if you died on September 1, 2010, your entire balance must be distributed to the designated beneficiary by

December 31, 2015. However, if distributions begin by December 31 of the calendar year following the calendar

year of your death, and you have named a designated beneficiary, then payments may be made over either of the

following time frames:

Over the life of the designated beneficiary; or

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

Start Dates for Spousal Beneficiaries. If the designated beneficiary is your spouse, distributions

must begin on or before the later of the following:

December 31 of the calendar year following the calendar year of your death; or

December 31 of the calendar year in which you would have attained age 70½.

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

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

Special Rule for IRA Spousal Beneficiaries (IRAs and Roth IRAs Only). In lieu of taking a

distribution under these rules, if the sole designated beneficiary is the contract owner's surviving spouse, the spousal

beneficiary may elect to treat the contract as his or her own IRA and defer taking a distribution until his or her own

start date. The surviving spouse is deemed to have made such an election if the surviving spouse makes a rollover to

or from the contract or fails to take a distribution within the required time period.

Withholding

Any taxable distributions under the contract are generally subject to withholding. Federal income tax liability

rates vary according to the type of distribution and the recipient's tax status.

401(a), 401(k), Roth 401(k), 403(a) and 403(b). Generally, distributions from these plans are subject to

mandatory 20% federal income tax withholding. However, mandatory withholding will not be required if you elect

a direct rollover of the distributions to an eligible retirement plan or in the case of certain distributions described in

the Tax Code.

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

withheld from distributions.

Non-resident Aliens. If you or your designated beneficiary is a non-resident alien, then any withholding is

governed by Tax Code section 1441 based on the individual's citizenship, the country of domicile and treaty status,

and we may require additional documentation prior to processing any requested distribution.

Assignment and Other Transfers

IRAS and Roth IRAs. The Tax Code does not allow a transfer or assignment of your rights under these

contracts except in limited circumstances. Adverse tax consequences may result if you assign or transfer your

interest in the contract to persons other than your spouse incident to a divorce. Anyone contemplating such an

assignment or transfer should contact a qualified tax adviser regarding the potential tax effects of such a transaction.

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

A plan participant as a means to provide benefit payments;

An alternate payee under a qualified domestic relations order in accordance with Tax Code section

414(p); or

The Company as collateral for a loan.

Tax Consequences of Living Benefits and Death Benefit

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

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

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

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

Possible Changes in Taxation

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

Same-Sex Marriages

Pursuant to Section 3 of the federal Defense of Marriage Act ("DOMA"), same-sex marriages currently are not recognized for purposes of federal law. Therefore, the favorable income-deferral options afforded by federal tax law to an opposite-sex spouse under Code sections 72(s) and 401(a)(9) are currently NOT available to a same-sex

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spouse. Same-sex spouses who own or are considering the purchase of annuity products that provide benefits based upon status as a spouse should consult a qualified tax adviser. In certain states, to the extent that an annuity contract or certificate offers to spouses other rights or benefits that are not affected by DOMA, same-sex spouses remain entitled to such rights or benefits to the same extent as any Contract Owner's spouse.

Taxation of Company

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

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

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

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STATEMENT OF ADDITIONAL INFORMATION

Table of Contents

Item

Introduction

Description of ING USA Annuity and Life Insurance Company

Separate Account B of ING USA Annuity and Life Insurance Company

Safekeeping of Assets

Experts

Distribution of Contracts

Published Ratings

Accumulation Unit Value

Performance Information

Other Information

Financial Statements of ING USA Annuity and Life Insurance Company

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

Condensed Financial Information (Accumulation Unit Values)

Please tear off, complete and return the form below to order a free Statement of Additional Information for the Contracts offered under the prospectus. Send the form to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-9271.

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE ACCOUNT B, ING GOLDENSELECT LANDMARK, 333-30180.

Please Print or Type:

__________________________________________________

Name

__________________________________________________

Street Address

__________________________________________________

City, State, Zip

04/29/2011

APPENDIX A

The following tables show the Condensed Financial Information (accumulation unit values for the periods indicated and number of units outstanding) by subaccount for a Contract with the lowest and highest combination of asset-based charges. This information is current through December 31, 2010, including portfolio names, and derives from the financial statements of the Separate Account, which together constitute the Separate Account's Condensed Financial Information. Portfolio name changes after December 31, 2010 are not reflected in the following information. Complete information is available in the SAI. Contact our Customer Service Center to obtain your copy free of charge. Please ask us about where you can find more timely information.

CONDENSED FINANCIAL INFORMATION

Except for subaccounts which did not commence operations as of December 31, 2010, the following tables give (1) the accumulation unit value ("AUV") at the beginning of the period, (2) the AUV at the end of the period and (3) the total number of accumulation units outstanding at the end of the period for each subaccount of ING USA Separate Account B available under the Contract for the indicated periods.


Separate Account Annual Charges of 1.65%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.49	$7.98	$10.09
Value at end of period	$10.24	$9.49	$7.98
Number of accumulation units outstanding at end of period	32,649,952	29,137,036	14,862,682
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$16.89	$13.74	$19.45	$20.30	$17.29	$16.67	$13.83	$10.00
Value at end of period	$21.01	$16.89	$13.74	$19.45	$20.30	$17.29	$16.67	$13.83
Number of accumulation units outstanding at end of period	894,397	1,055,356	1,247,388	1,669,952	2,192,902	2,694,431	1,745,035	202,533
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.76	$8.82	$15.66	$13.57	$12.38	$10.79
Value at end of period	$13.52	$11.76	$8.82	$15.66	$13.57	$12.38
Number of accumulation units outstanding at end of period	11,446,144	13,426,002	14,367,566	8,727,881	5,320,846	2,071,944
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.57	$7.49	$13.32	$13.37	$11.34	$10.92	$9.98	$7.80	$9.58	$10.00
Value at end of period	$10.82	$9.57	$7.49	$13.32	$13.37	$11.34	$10.92	$9.98	$7.80	$9.58
Number of accumulation units outstanding at end of period	1,758,440	2,015,556	2,321,019	2,996,250	2,729,417	2,083,613	1,820,927	947,458	177,883	0
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.71	$7.18	$9.96
Value at end of period	$9.59	$8.71	$7.18
Number of accumulation units outstanding at end of period	11,286,916	11,176,781	6,791,321
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.74	$8.83	$10.01
Value at end of period	$10.16	$9.74	$8.83
Number of accumulation units outstanding at end of period	10,751,092	11,050,737	6,792,467

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Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.10	$8.65	$14.22	$13.84	$12.28	$11.86	$10.98	$10.00
Value at end of period	$12.11	$11.10	$8.65	$14.22	$13.84	$12.28	$11.86	$10.98
Number of accumulation units outstanding at end of period	18,859,469	20,239,154	19,704,269	14,800,441	11,659,213	8,805,371	5,275,914	536,261
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.93	$8.75	$15.97	$14.53	$13.47	$11.85	$10.76	$10.00
Value at end of period	$13.86	$11.93	$8.75	$15.97	$14.53	$13.47	$11.85	$10.76
Number of accumulation units outstanding at end of period	28,931,189	30,569,314	29,486,643	21,187,620	17,328,218	12,968,062	7,574,705	1,003,541
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.45	$12.46	$22.02	$18.75	$16.11	$13.54	$11.61	$10.00
Value at end of period	$18.30	$17.45	$12.46	$22.02	$18.75	$16.11	$13.54	$11.61
Number of accumulation units outstanding at end of period	13,733,676	14,447,525	13,747,430	9,721,538	7,272,815	4,950,832	2,513,020	241,840
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$12.03	$9.08	$9.98
Value at end of period	$13.33	$12.03	$9.08
Number of accumulation units outstanding at end of period	2,692,196	1,950,103	447,067
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.30	$11.25	$20.29	$17.71	$13.94	$12.29	$10.59	$8.21	$10.00
Value at end of period	$13.98	$13.30	$11.25	$20.29	$17.71	$13.94	$12.29	$10.59	$8.21
Number of accumulation units outstanding at end of period	7,241,127	8,539,378	8,579,771	7,545,354	5,453,420	3,692,516	1,879,994	296,301	81,977
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.98	$7.51	$12.99	$12.45	$10.99	$9.97
Value at end of period	$12.42	$9.98	$7.51	$12.99	$12.45	$10.99
Number of accumulation units outstanding at end of period	5,244,173	5,554,100	4,777,820	2,907,330	1,977,073	966,411
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.57	$9.89
Value at end of period	$10.96	$10.57
Number of accumulation units outstanding at end of period	4,954,370	3,586,830
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.00	$7.81	$13.04	$12.42	$11.78	$10.86	$9.94	$7.96	$10.00
Value at end of period	$11.16	$10.00	$7.81	$13.04	$12.42	$11.78	$10.86	$9.94	$7.96
Number of accumulation units outstanding at end of period	1,660,779	1,835,417	1,686,153	1,199,204	927,783	1,015,999	188,506	161,256	60,487
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.15	$9.15	$14.38	$14.02	$12.25	$11.83	$10.79	$8.36	$10.00
Value at end of period	$11.09	$10.15	$9.15	$14.38	$14.02	$12.25	$11.83	$10.79	$8.36
Number of accumulation units outstanding at end of period	210,367	253,206	298,717	383,821	504,673	260,047	265,975	128,265	36,244
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.74	$6.49	$9.99
Value at end of period	$11.32	$9.74	$6.49
Number of accumulation units outstanding at end of period	3,692,593	3,822,702	2,342,950

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Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.40	$7.16	$12.40	$13.60	$11.05
Value at end of period	$10.72	$9.40	$7.16	$12.40	$13.60
Number of accumulation units outstanding at end of period	2,903,282	3,360,508	3,566,733	2,153,514	740,231
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$50.47	$37.76	$62.45	$77.20	$57.02	$49.64	$36.64	$27.05	$27.45	$25.81
Value at end of period	$63.52	$50.47	$37.76	$62.45	$77.20	$57.02	$49.64	$36.64	$27.05	$27.45
Number of accumulation units outstanding at end of period	510,504	613,664	710,187	905,352	1,081,799	935,631	672,058	395,687	242,782	77,777
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.08	$6.59	$10.16	$10.04	$9.95
Value at end of period	$9.96	$8.08	$6.59	$10.16	$10.04
Number of accumulation units outstanding at end of period	3,549,908	4,787,221	4,530,155	2,975,002	1,490,670
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$8.80	$6.79	$11.37	$11.10	$9.91	$9.96
Value at end of period	$9.69	$8.80	$6.79	$11.37	$11.10	$9.91
Number of accumulation units outstanding at end of period	7,592,795	7,644,431	6,232,741	2,974,581	1,247,916	43,804
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$6.97	$5.82	$10.39	$10.00
Value at end of period	$8.56	$6.97	$5.82	$10.39
Number of accumulation units outstanding at end of period	7,272,716	7,068,642	7,174,467	3,410,381
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.81	$9.43
Value at end of period	$8.76	$9.81
Number of accumulation units outstanding at end of period	169,739	6,282
ING FMRSM DIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$13.45	$9.83	$16.42	$14.58	$13.25	$11.52	$9.44	$7.19	$9.06	$9.87
Value at end of period	$16.98	$13.45	$9.83	$16.42	$14.584	$13.25	$11.52	$9.44	$7.19	$9.06
Number of accumulation units outstanding at end of period	6,525,329	7,078,573	6,531,801	5,886,751	4,115,916	3,308,905	2,007,253	1,236,349	877,092	390,858
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.95	$7.66	$11.01	$10.91	$9.99
Value at end of period	$11.05	$9.95	$7.66	$11.01	$10.91
Number of accumulation units outstanding at end of period	7,970,975	8,015,179	7,440,765	5,223,391	1,672,877
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.04	$7.26	$11.87	$12.42
Value at end of period	$9.91	$9.04	$7.26	$11.87
Number of accumulation units outstanding at end of period	4,677,692	4,913,841	4,632,152	3,512,368
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.77	$6.07	$9.59	$10.06
Value at end of period	$8.47	$7.77	$6.07	$9.59
Number of accumulation units outstanding at end of period	28,072,976	29,916,528	31,131,536	14,012,616

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Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.26	$9.74
Value at end of period	$10.98	$10.26
Number of accumulation units outstanding at end of period	95,140	4,460
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$35.32	$26.11	$45.01	$34.34	$28.76	$21.23	$20.28	$13.55	$13.67	$15.81
Value at end of period	$42.26	$35.32	$26.11	$45.01	$34.34	$28.76	$21.23	$20.28	$13.55	$13.67
Number of accumulation units outstanding at end of period	2,544,301	3,158,457	3,200,961	2,276,793	1,627,379	1,133,308	643,253	349,772	108,459	18,910
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.78	$6.09	$9.95	$9.83
Value at end of period	$8.71	$7.78	$6.09	$9.95
Number of accumulation units outstanding at end of period	4,802,895	5,516,324	3,269,386	15,528
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.94	$9.99
Value at end of period	$13.68	$12.94
Number of accumulation units outstanding at end of period	1,180,071	594,631
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.63	$7.13	$11.59	$11.25	$10.01	$9.67	$8.92	$10.00
Value at end of period	$9.65	$8.63	$7.13	$11.59	$11.25	$10.01	$9.67	$8.92
Number of accumulation units outstanding at end of period	1,038,513	1,191,005	1,568,394	2,011,974	1,941,369	1,717,454	1,211,622	392,888
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.47	$8.10	$13.23	$12.78	$11.91	$10.92	$9.49
Value at end of period	$12.52	$10.47	$8.10	$13.23	$12.78	$11.91	$10.92
Number of accumulation units outstanding at end of period	1,163,968	1,330,208	1,643,831	2,026,223	1,783,464	1,374,933	505,878
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.81	$8.01	$12.28	$13.35	$11.96	$11.33	$9.39
Value at end of period	$11.82	$9.81	$8.01	$12.28	$13.35	$11.96	$11.33
Number of accumulation units outstanding at end of period	1,018,778	1,187,131	1,350,205	1,814,376	1,573,446	1,104,254	456,418
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.04	$11.00	$12.24	$11.78	$11.54	$11.40	$11.08	$10.63	$10.00
Value at end of period	$12.97	$12.04	$11.00	$12.24	$11.78	$11.54	$11.40	$11.08	$10.63
Number of accumulation units outstanding at end of period	19,438,551	20,618,726	21,077,749	18,045,939	9,597,875	3,017,046	1,881,640	337,031	88,275
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.59	$6.05	$10.22
Value at end of period	$8.03	$7.59	$6.05
Number of accumulation units outstanding at end of period	1,270,771	1,647,470	309,276
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$11.34	$8.45	$16.85	$14.17	$11.71	$10.30	$8.94	$6.04	$8.30	$8.88
Value at end of period	$12.71	$11.34	$8.45	$16.85	$14.17	$11.71	$10.30	$8.94	$6.04	$8.30
Number of accumulation units outstanding at end of period	5,529,830	6,486,317	8,035,793	5,642,272	945,963	473,569	395,916	344,837	246,924	151,551

Landmark

A 4


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.85	$9.75
Value at end of period	$11.01	$9.85
Number of accumulation units outstanding at end of period	161,677	2,610
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$20.06	$11.89	$24.80	$18.21	$13.64	$10.28	$8.88	$6.16	$7.01	$7.52
Value at end of period	$23.73	$20.06	$11.89	$24.80	$18.21	$13.64	$10.28	$8.88	$6.16	$7.01
Number of accumulation units outstanding at end of period	4,464,015	5,464,963	5,283,734	3,807,284	2,809,975	1,968,335	1,024,922	472,273	249,735	203,417
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2004)
Value at beginning of period	$11.31	$9.16	$13.90	$13.81	$12.05	$11.30	$9.90
Value at end of period	$13.68	$11.31	$9.16	$13.90	$13.81	$12.05	$11.30
Number of accumulation units outstanding at end of period	2,095,654	1,477,123	651,474	63,076	71,145	91,313	62,314
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.49	$9.98	$14.48	$14.98	$13.06	$13.63	$10.34	$7.83	$10.00
Value at end of period	$15.57	$12.49	$9.98	$14.48	$14.98	$13.06	$13.63	$10.34	$7.83
Number of accumulation units outstanding at end of period	3,141,380	1,722,690	1,739,178	2,356,999	2,128,459	1,518,628	1,021,256	506,711	114,380
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.18	$8.70	$12.21	$11.12	$10.71	$10.47	$9.92
Value at end of period	$13.69	$12.18	$8.70	$12.21	$11.12	$10.71	$10.47
Number of accumulation units outstanding at end of period	1,903,369	1,425,814	204,381	96,693	170,706	92,164	45,865
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.28	$7.92	$13.28	$13.76	$12.72	$11.63	$10.81	$10.00
Value at end of period	$12.55	$10.28	$7.92	$13.28	$13.76	$12.72	$11.63	$10.81
Number of accumulation units outstanding at end of period	995,576	1,187,832	1,399,391	1,672,154	1,772,212	1,579,345	1,121,331	94,036
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$21.48	$20.38	$20.77	$19.97	$19.55	$19.56	$19.62	$19.40	$18.39	$17.18
Value at end of period	$21.79	$21.48	$20.38	$20.77	$19.97	$19.55	$19.56	$19.62	$19.40	$18.39
Number of accumulation units outstanding at end of period	176,733	223,473	269,815	360,310	460,569	619,015	809,812	1,154,037	917,938	389,087
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$15.99	$16.21	$16.09	$15.58	$15.14	$14.97	$15.09	$15.23	$15.26	$14.94
Value at end of period	$15.73	$15.99	$16.21	$16.09	$15.58	$15.14	$14.97	$15.09	$15.23	$15.26
Number of accumulation units outstanding at end of period	9,115,635	12,290,462	18,806,724	5,984,813	3,439,887	2,157,975	1,780,415	1,848,567	1,599,933	953,602
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$10.01	$8.57	$13.74	$13.42	$11.60	$11.18	$10.34	$8.01	$10.58	$11.24
Value at end of period	$11.54	$10.01	$8.57	$13.74	$13.42	$11.60	$11.18	$10.34	$8.01	$10.58
Number of accumulation units outstanding at end of period	550,615	663,615	771,210	975,055	1,291,222	1,060,605	1,173,059	1,081,824	1,030,211	401,684
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$13.80	$10.87	$18.53	$16.50	$15.99	$14.93	$13.49	$10.34	$14.92	$21.75
Value at end of period	$16.26	$13.80	$10.87	$18.53	$16.50	$15.99	$14.93	$13.49	$10.34	$14.92
Number of accumulation units outstanding at end of period	3,883,826	3,803,720	3,530,625	3,223,395	2,969,761	2,979,009	2,512,016	1,979,404	1,434,607	1,236,743
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.05	$8.90	$17.93	$15.12	$12.40	$10.00
Value at end of period	$13.48	$12.05	$8.90	$17.93	$15.12	$12.40
Number of accumulation units outstanding at end of period	2,050,959	2,444,515	2,920,415	1,993,862	1,152,245	888,379

Landmark

A 5


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$23.85	$20.57	$26.93	$26.33	$23.92	$23.63	$21.62	$18.83	$20.18	$20.42
Value at end of period	$25.77	$23.85	$20.57	$26.93	$26.33	$23.92	$23.63	$21.62	$18.83	$20.18
Number of accumulation units outstanding at end of period	2,972,959	3,389,867	3,123,588	3,060,376	3,213,515	3,365,929	2,977,831	2,396,435	1,672,477	915,770
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.67	$11.23	$18.34	$14.64	$11.38	$10.07
Value at end of period	$16.41	$14.67	$11.23	$18.34	$14.64	$11.38
Number of accumulation units outstanding at end of period	3,676,976	4,073,509	4,480,383	2,817,908	1,671,630	1,195,134
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$8.95	$6.45	$10.54	$8.54	$8.07	$7.45	$7.09
Value at end of period	$11.44	$8.95	$6.45	$10.54	$8.54	$8.07	$7.45
Number of accumulation units outstanding at end of period	3,637,309	2,574,342	2,677,395	165,449	229,809	307,954	316,589
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$15.25	$12.03	$17.13	$15.87	$13.30	$12.15	$10.97	$8.83	$10.00
Value at end of period	$17.09	$15.25	$12.03	$17.13	$15.87	$13.30	$12.15	$10.97	$8.83
Number of accumulation units outstanding at end of period	3,604,727	3,370,800	3,388,663	3,674,854	2,939,640	2,119,939	1,143,284	441,247	136,897
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$9.76	$8.56	$9.22
Value at end of period	$10.33	$9.76	$8.56
Number of accumulation units outstanding at end of period	1,937,172	1,397,934	83,472
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$10.61	$8.43	$9.98
Value at end of period	$11.90	$10.61	$8.43
Number of accumulation units outstanding at end of period	1,643,930	782,866	162,979
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$11.82	$8.62	$14.73	$14.08	$12.17	$10.93
Value at end of period	$13.46	$11.82	$8.62	$14.73	$14.08	$12.17
Number of accumulation units outstanding at end of period	1,480,914	1,695,188	1,995,843	1,647,677	1,178,387	344,200
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.45	$9.15	$12.01	$11.88	$11.08	$10.80	$10.00
Value at end of period	$15.11	$13.45	$9.15	$12.01	$11.88	$11.08	$10.80
Number of accumulation units outstanding at end of period	3,779,255	2,721,625	3,338,098	4,384,724	4,835,744	4,678,798	4,403,121
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$16.90	$15.02	$14.65	$13.67	$13.32	$13.22	$12.82	$12.44	$11.64	$11.55
Value at end of period	$17.90	$16.90	$15.02	$14.65	$13.67	$13.32	$13.22	$12.82	$12.44	$11.64
Number of accumulation units outstanding at end of period	37,652,999	38,979,544	27,390,668	9,264,287	4,360,216	4,194,516	3,434,155	2,698,621	1,936,134	244,538
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.20	$8.35	$13.01	$12.59	$10.96	$10.00
Value at end of period	$11.62	$10.20	$8.35	$13.01	$12.59	$10.96
Number of accumulation units outstanding at end of period	609,977	529,027	574,371	705,399	947,681	835,053

Landmark

A 6


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.10	$8.20	$12.47	$12.02	$10.88	$10.00
Value at end of period	$11.71	$10.10	$8.20	$12.47	$12.02	$10.88
Number of accumulation units outstanding at end of period	5,811,507	6,741,283	6,906,770	6,866,041	6,977,641	6,591,837
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.31	$8.25
Value at end of period	$8.82	$8.31
Number of accumulation units outstanding at end of period	11,268,717	9,235,050
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.37	$9.21
Value at end of period	$10.28	$9.37
Number of accumulation units outstanding at end of period	90,407,563	98,222,251
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.63	$9.49
Value at end of period	$10.51	$9.63
Number of accumulation units outstanding at end of period	65,664,893	70,210,170
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.86	$9.75
Value at end of period	$10.62	$9.86
Number of accumulation units outstanding at end of period	33,887,801	36,618,477
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.67	$10.14
Value at end of period	$14.01	$12.67
Number of accumulation units outstanding at end of period	980,480	1,093,134
ING RUSSELLTM LARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.13	$6.70	$10.17
Value at end of period	$8.96	$8.13	$6.70
Number of accumulation units outstanding at end of period	3,433,711	3,566,009	744,806
ING RUSSELLTM LARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.49	$10.35
Value at end of period	$13.65	$12.49
Number of accumulation units outstanding at end of period	200,934	150,954
ING RUSSELLTM MID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.97	$10.36
Value at end of period	$16.06	$12.97
Number of accumulation units outstanding at end of period	2,324,538	2,008,990
ING RUSSELLTM MID CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.41	$6.12	$10.25
Value at end of period	$10.33	$8.41	$6.12
Number of accumulation units outstanding at end of period	2,724,466	2,544,207	1,062,310

Landmark

A 7


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RUSSELLTM SMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.65	$6.96	$10.15
Value at end of period	$10.72	$8.65	$6.96
Number of accumulation units outstanding at end of period	2,760,386	2,679,879	1,754,101
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$7.16	$5.57	$8.65	$8.01	$7.25	$6.77	$6.26	$4.60	$8.32	$10.00
Value at end of period	$9.29	$7.16	$5.57	$8.65	$8.01	$7.25	$6.77	$6.26	$4.60	$8.32
Number of accumulation units outstanding at end of period	559,739	648,234	749,440	1,055,828	1,332,137	1,407,649	1,295,970	951,109	563,709	111,946
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.93	$7.14	$10.05
Value at end of period	$10.89	$8.93	$7.14
Number of accumulation units outstanding at end of period	1,764,765	1,604,687	1,110,458
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$43.63	$33.29	$46.70	$45.49	$40.34	$38.07	$33.19	$26.95	$27.27	$25.23
Value at end of period	$48.93	$43.63	$33.29	$46.70	$45.49	$40.34	$38.07	$33.19	$26.95	$27.27
Number of accumulation units outstanding at end of period	9,126,872	9,553,987	9,041,619	6,659,145	5,521,892	4,439,198	3,119,934	1,938,760	1,232,631	477,872
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$25.87	$21.05	$33.28	$32.84	$28.03	$27.43	$24.27	$19.72	$23.10	$23.17
Value at end of period	$29.25	$25.87	$21.05	$33.28	$32.84	$28.03	$27.43	$24.27	$19.72	$23.10
Number of accumulation units outstanding at end of period	2,715,477	2,949,818	2,853,748	2,749,873	2,871,656	2,827,868	2,602,040	1,543,749	814,591	410,546
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.08	$5.76	$10.16	$10.04
Value at end of period	$9.26	$8.08	$5.76	$10.16
Number of accumulation units outstanding at end of period	2,043,344	2,291,739	1,184,847	552,903
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.58	$7.39	$12.65	$11.16	$10.35
Value at end of period	$10.23	$9.58	$7.39	$12.65	$11.16
Number of accumulation units outstanding at end of period	4,791,752	4,275,236	3,649,197	1,480,050	367,715
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$19.80	$15.22	$25.65	$25.47	$21.24	$19.65	$18.01	$13.43	$17.11	$19.75
Value at end of period	$20.98	$19.80	$15.22	$25.65	$25.47	$21.24	$19.65	$18.01	$13.43	$17.11
Number of accumulation units outstanding at end of period	1,648,993	1,778,535	1,823,433	1,982,382	1,812,177	1,493,366	1,520,291	1,411,896	1,121,604	791,259
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during August 2006)
Value at beginning of period	$10.06	$7.08	$11.99	$11.39	$10.03
Value at end of period	$10.99	$10.06	$7.08	$11.99	$11.39
Number of accumulation units outstanding at end of period	84,198	90,886	109,563	183,572	73,215
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$10.57	$10.18	$9.98
Value at end of period	$11.01	$10.57	$10.18
Number of accumulation units outstanding at end of period	3,769,609	4,694,672	2,170,741
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.19	$7.87	$13.34	$13.44	$11.96	$11.15
Value at end of period	$11.32	$10.19	$7.87	$13.34	$13.44	$11.96
Number of accumulation units outstanding at end of period	59,304	71,833	76,306	110,186	165,341	45,256

Landmark

A 8


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.68	$8.45	$13.52	$14.07	$12.35	$12.13
Value at end of period	$12.09	$10.68	$8.45	$13.52	$14.07	$12.35
Number of accumulation units outstanding at end of period	2,618,723	2,361,640	2,466,881	2,285,681	2,066,249	1,620,818
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.01	$9.15	$12.17	$11.98	$10.84	$10.16
Value at end of period	$12.14	$11.01	$9.15	$12.17	$11.98	$10.84
Number of accumulation units outstanding at end of period	3,483,701	3,059,375	2,755,180	1,231,628	629,056	369,153
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$25.36	$20.81	$31.22	$30.94	$27.12	$25.05	$22.32	$17.75	$21.17	$24.45
Value at end of period	$28.06	$25.36	$20.81	$31.22	$30.94	$27.12	$25.05	$22.32	$17.75	$21.17
Number of accumulation units outstanding at end of period	1,501,512	1,868,297	1,880,516	1,762,926	1,711,788	1,524,990	1,423,862	1,070,653	835,108	752,796
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.64	$9.01	$12.84	$12.03	$10.74	$9.89	$9.95
Value at end of period	$11.19	$10.64	$9.01	$12.84	$12.03	$10.74	$9.89
Number of accumulation units outstanding at end of period	1,954,357	2,271,236	2,194,489	1,676,945	1,500,555	1,302,047	346,643
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.75	$6.06	$9.91
Value at end of period	$8.07	$7.75	$6.06
Number of accumulation units outstanding at end of period	8,081,998	8,771,637	8,258,859
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$10.10	$7.74	$13.81	$14.16	$11.55	$11.89	$10.66	$8.43	$10.00
Value at end of period	$12.11	$10.10	$7.74	$13.81	$14.16	$11.55	$11.89	$10.66	$8.43
Number of accumulation units outstanding at end of period	189,811	229,699	251,552	305,746	387,669	507,068	542,920	224,254	65,382
PROFUND VP BULL
Value at beginning of period	$7.57	$6.19	$10.10	$9.92	$8.87	$8.78	$8.20	$6.64	$8.88	$10.00
Value at end of period	$8.38	$7.57	$6.19	$10.10	$9.92	$8.87	$8.78	$8.20	$6.64	$8.88
Number of accumulation units outstanding at end of period	107,937	141,448	153,084	191,977	222,576	276,280	391,752	212,538	127,500	92,175
PROFUND VP EUROPE 30
Value at beginning of period	$9.17	$7.05	$12.80	$11.36	$9.83	$9.24	$8.22	$6.03	$8.25	$10.00
Value at end of period	$9.26	$9.17	$7.05	$12.80	$11.36	$9.83	$9.24	$8.22	$6.03	$8.25
Number of accumulation units outstanding at end of period	85,151	99,630	111,818	143,536	183,750	204,701	236,069	118,462	64,316	14,668
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.95	$4.58	$7.50	$8.05	$7.43	$8.20	$9.36	$10.00
Value at end of period	$4.92	$5.95	$4.58	$7.50	$8.05	$7.43	$8.20	$9.36
Number of accumulation units outstanding at end of period	268,098	302,483	369,403	554,470	675,338	692,648	737,507	29,131

Landmark

A 9


	Condensed Financial Information (continued)




	Separate Account Annual Charges of 2.20%


	2010	2009	2008	2007	2006	2005
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.40	$7.94	$10.08
Value at end of period	$10.09	$9.40	$7.94
Number of accumulation units outstanding at end of period	12,815,939	9,928,437	3,862,645
COLUMBIA SMALL CAP VALUE FUND VS
Value at beginning of period	$10.13	$8.29	$11.80	$12.38	$10.61	$9.76
Value at end of period	$12.53	$10.13	$8.29	$11.80	$12.38	$10.61
Number of accumulation units outstanding at end of period	515,510	594,175	650,445	785,501	893,270	874,474
FIDELITY® VIP CONTRAFUND® PORTFOLIO
Value at beginning of period	$11.05	$8.34	$14.88	$12.97	$11.90	$10.23
Value at end of period	$12.63	$11.05	$8.34	$14.88	$12.97	$11.90
Number of accumulation units outstanding at end of period	4,114,882	4,781,164	5,187,986	3,918,166	2,367,446	707,167
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$8.66	$6.82	$12.20	$12.32	$10.50	$9.93
Value at end of period	$9.74	$8.66	$6.82	$12.20	$12.32	$10.50
Number of accumulation units outstanding at end of period	671,601	769,770	908,790	1,052,385	640,088	324,508
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.63	$7.15	$10.00
Value at end of period	$9.45	$8.63	$7.15
Number of accumulation units outstanding at end of period	2,007,999	1,883,524	1,142,004
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.63	$8.78	$10.01
Value at end of period	$9.99	$9.63	$8.78
Number of accumulation units outstanding at end of period	2,956,945	3,161,348	1,885,154
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
Value at beginning of period	$9.20	$7.21	$11.92	$11.67	$10.41	$9.89
Value at end of period	$9.98	$9.20	$7.21	$11.92	$11.67	$10.41
Number of accumulation units outstanding at end of period	8,815,323	9,199,888	8,523,872	7,379,004	5,456,908	3,139,407
ING AMERICAN FUNDS GROWTH PORTFOLIO
Value at beginning of period	$10.03	$7.39	$13.57	$12.41	$11.57	$10.00
Value at end of period	$11.58	$10.03	$7.39	$13.57	$12.41	$11.57
Number of accumulation units outstanding at end of period	14,501,899	13,304,970	12,796,150	10,591,272	7,957,365	4,335,431
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
Value at beginning of period	$12.98	$9.32	$16.57	$14.19	$12.26	$10.19
Value at end of period	$13.54	$12.98	$9.32	$16.57	$14.19	$12.26
Number of accumulation units outstanding at end of period	6,235,952	6,614,845	6,379,548	5,622,595	3,861,348	1,887,611
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$11.94	$9.06	$9.24
Value at end of period	$13.15	$11.94	$9.06
Number of accumulation units outstanding at end of period	925,559	611,671	123,955

Landmark

A 10


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING ARTIO FOREIGN PORTFOLIO
Value at beginning of period	$11.02	$9.37	$17.01	$14.93	$11.82	$10.23
Value at end of period	$11.52	$11.02	$9.37	$17.01	$14.93	$11.82
Number of accumulation units outstanding at end of period	2,449,934	2,813,068	3,123,717	2,680,926	1,696,252	720,890
ING BARON SMALL CAP GROWTH PORTFOLIO
Value at beginning of period	$9.72	$7.35	$12.80	$12.33	$10.94	$10.02
Value at end of period	$12.03	$9.72	$7.35	$12.80	$12.33	$10.94
Number of accumulation units outstanding at end of period	2,168,432	2,278,859	1,683,610	1,267,944	705,763	231,708
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.52	$9.88
Value at end of period	$10.86	$10.52
Number of accumulation units outstanding at end of period	1,372,073	678,585
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
Value at beginning of period	$9.04	$7.10	$11.92	$11.42	$10.90	$10.06
Value at end of period	$10.03	$9.04	$7.10	$11.92	$11.42	$10.90
Number of accumulation units outstanding at end of period	575,135	878,402	602,834	342,900	143,761	86,496
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
Value at beginning of period	$8.54	$7.74	$12.24	$12.00	$10.54	$9.86
Value at end of period	$9.28	$8.54	$7.74	$12.24	$12.00	$10.54
Number of accumulation units outstanding at end of period	140,254	148,110	200,577	228,799	238,339	52,695
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.65	$6.47	$9.99
Value at end of period	$11.15	$9.65	$6.47
Number of accumulation units outstanding at end of period	1,447,072	1,329,605	819,581
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
Value at beginning of period	$9.21	$7.06	$12.28	$13.55	$11.16
Value at end of period	$10.45	$9.21	$7.06	$12.28	$13.55
Number of accumulation units outstanding at end of period	942,274	1,125,921	1,160,397	867,793	386,762
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$10.08	$7.59	$12.62	$15.69	$11.65	$9.70
Value at end of period	$12.62	$10.08	$7.59	$12.62	$15.69	$11.65
Number of accumulation units outstanding at end of period	888,216	1,235,669	1,487,036	1,500,463	1,455,548	864,134
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
Value at beginning of period	$7.92	$6.49	$10.07	$10.00	$10.05
Value at end of period	$9.70	$7.92	$6.49	$10.07	$10.00
Number of accumulation units outstanding at end of period	1,056,933	1,277,289	1,392,520	991,087	475,068
ING DAVIS NEW YORK VENTURE PORTFOLIO
Value at beginning of period	$8.60	$6.68	$11.23	$11.03	$9.90	$9.96
Value at end of period	$9.42	$8.60	$6.68	$11.23	$11.03	$9.90
Number of accumulation units outstanding at end of period	2,909,951	2,826,694	2,546,742	1,658,055	747,652	9,453
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$6.88	$5.78	$10.37	$10.02
Value at end of period	$8.40	$6.88	$5.78	$10.37
Number of accumulation units outstanding at end of period	1,341,550	1,226,303	1,252,147	423,733

Landmark

A 11


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.79	$9.75
Value at end of period	$8.70	$9.79
Number of accumulation units outstanding at end of period	17,196	7,999
ING FMRSM DIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$11.70	$8.59	$14.44
Value at end of period	$14.68	$11.70	$8.59
Number of accumulation units outstanding at end of period	2,307,987	2,162,821	1,923,142
ING FRANKLIN INCOME PORTFOLIO
Value at beginning of period	$9.74	$7.55	$10.91	$10.87	$10.02
Value at end of period	$10.77	$9.74	$7.55	$10.91	$10.87
Number of accumulation units outstanding at end of period	3,240,253	3,508,528	2,802,507	2,010,837	591,765
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.90	$7.19	$11.82	$12.42
Value at end of period	$9.71	$8.90	$7.19	$11.82
Number of accumulation units outstanding at end of period	1,455,006	1,737,617	1,377,127	1,251,633
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.66	$6.01	$9.55	$10.00
Value at end of period	$8.30	$7.66	$6.01	$9.55
Number of accumulation units outstanding at end of period	7,912,667	8,798,432	9,027,246	4,152,264
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.25	$9.96
Value at end of period	$10.91	$10.25
Number of accumulation units outstanding at end of period	16,828	5,623
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$16.77	$12.47	$21.61	$16.58	$13.96	$10.22
Value at end of period	$19.95	$16.77	$12.47	$21.61	$16.58	$13.96
Number of accumulation units outstanding at end of period	1,661,012	2,160,043	2,437,742	1,521,335	916,949	374,772
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.69	$6.05	$9.94	$9.83
Value at end of period	$8.56	$7.69	$6.05	$9.94
Number of accumulation units outstanding at end of period	1,508,277	1,590,312	502,600	1,808
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.89	$10.01
Value at end of period	$13.55	$12.89
Number of accumulation units outstanding at end of period	591,229	156,911
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$8.74	$7.27	$11.87	$11.59	$10.37	$9.79
Value at end of period	$9.72	$8.74	$7.27	$11.87	$11.59	$10.37
Number of accumulation units outstanding at end of period	346,809	387,324	469,351	556,600	460,829	262,580
ING INDEX PLUS MIDCAP PORTFOLIO
Value at beginning of period	$9.54	$7.42	$12.19	$11.84	$11.09	$9.74
Value at end of period	$11.35	$9.54	$7.42	$12.19	$11.84	$11.09
Number of accumulation units outstanding at end of period	572,999	642,796	750,935	899,879	679,612	399,715

Landmark

A 12


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING INDEX PLUS SMALLCAP PORTFOLIO
Value at beginning of period	$8.57	$7.04	$10.85	$11.87	$10.69	$9.89
Value at end of period	$10.27	$8.57	$7.04	$10.85	$11.87	$10.69
Number of accumulation units outstanding at end of period	529,326	591,242	634,598	785,408	651,810	317,416
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$10.26	$9.43	$10.56	$10.21	$10.06	$10.02
Value at end of period	$10.99	$10.26	$9.43	$10.56	$10.21	$10.06
Number of accumulation units outstanding at end of period	6,900,837	7,298,104	7,660,460	6,329,691	2,860,220	325,330
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.51	$6.03	$10.36
Value at end of period	$7.91	$7.51	$6.03
Number of accumulation units outstanding at end of period	330,300	328,038	29,837
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$10.98	$8.23	$16.49	$13.95	$11.59	$9.80
Value at end of period	$12.24	$10.98	$8.23	$16.49	$13.95	$11.59
Number of accumulation units outstanding at end of period	1,575,494	1,769,497	2,123,676	1,520,429	479,372	116,720
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.84	$9.91
Value at end of period	$10.94	$9.84
Number of accumulation units outstanding at end of period	121,864	6,042
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$20.18	$12.03	$25.23	$18.63	$14.03	$11.39
Value at end of period	$23.74	$20.18	$12.03	$25.23	$18.63	$14.03
Number of accumulation units outstanding at end of period	1,528,554	1,925,349	1,846,432	1,493,564	946,131	431,199
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.44	$6.87	$10.19
Value at end of period	$10.15	$8.44	$6.87
Number of accumulation units outstanding at end of period	593,467	336,575	166,422
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
Value at beginning of period	$9.71	$7.79	$11.38	$11.83	$10.37	$9.84
Value at end of period	$12.03	$9.71	$7.79	$11.38	$11.83	$10.37
Number of accumulation units outstanding at end of period	1,201,185	1,182,381	1,205,078	1,457,000	1,129,875	645,308
ING LARGE CAP GROWTH PORTFOLIO
Value at beginning of period	$11.39	$8.17	$11.54	$10.57	$10.23	$9.48
Value at end of period	$12.72	$11.39	$8.17	$11.54	$10.57	$10.23
Number of accumulation units outstanding at end of period	752,641	523,070	81,178	54,625	63,285	35,457
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period	$8.82	$6.84	$11.53	$12.01	$11.16	$9.80
Value at end of period	$10.72	$8.82	$6.84	$11.53	$12.01	$11.16
Number of accumulation units outstanding at end of period	426,432	467,005	518,777	528,419	456,095	299,177
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$10.38	$10.58	$10.56	$10.29	$10.05	$9.99
Value at end of period	$10.15	$10.38	$10.58	$10.56	$10.29	$10.05
Number of accumulation units outstanding at end of period	3,526,389	4,220,452	6,185,290	2,578,058	851,840	368,006
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$8.79	$7.57	$12.20	$11.98	$10.42	$10.01
Value at end of period	$10.07	$8.79	$7.57	$12.20	$11.98	$10.42
Number of accumulation units outstanding at end of period	67,838	85,011	114,346	146,193	197,047	20,765

Landmark

A 13


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$9.10	$7.22	$12.36	$11.07	$10.79	$9.99
Value at end of period	$10.67	$9.10	$7.22	$12.36	$11.07	$10.79
Number of accumulation units outstanding at end of period	1,866,596	1,834,544	1,874,070	1,489,965	1,003,525	530,901
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
Value at beginning of period	$11.74	$8.72	$17.66	$14.98	$12.35	$10.02
Value at end of period	$13.06	$11.74	$8.72	$17.66	$14.98	$12.35
Number of accumulation units outstanding at end of period	666,726	830,081	1,147,804	675,841	326,904	113,067
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$9.91	$8.60	$11.32	$11.13	$10.17	$9.98
Value at end of period	$10.65	$9.91	$8.60	$11.32	$11.13	$10.17
Number of accumulation units outstanding at end of period	1,817,235	2,024,319	1,984,552	1,766,663	1,438,503	761,974
ING MFS UTILITIES PORTFOLIO
Value at beginning of period	$14.29	$11.00	$18.06	$14.50	$11.33	$10.05
Value at end of period	$15.89	$14.29	$11.00	$18.06	$14.50	$11.33
Number of accumulation units outstanding at end of period	1,360,126	1,314,356	1,332,274	965,362	590,333	256,994
ING MIDCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$11.87	$8.61	$14.13	$11.52	$10.94	$9.95
Value at end of period	$15.09	$11.87	$8.61	$14.13	$11.52	$10.94
Number of accumulation units outstanding at end of period	645,569	456,041	452,475	12,046	13,380	16,675
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
Value at beginning of period	$12.47	$9.89	$14.16	$13.20	$11.12	$10.03
Value at end of period	$13.89	$12.47	$9.89	$14.16	$13.20	$11.12
Number of accumulation units outstanding at end of period	1,698,916	1,592,061	1,522,406	1,572,528	1,302,865	815,601
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$9.69	$8.55	$9.21
Value at end of period	$10.20	$9.69	$8.55
Number of accumulation units outstanding at end of period	371,321	428,011	25,788
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during November 2008)
Value at beginning of period	$10.53	$8.42	$8.99
Value at end of period	$11.75	$10.53	$8.42
Number of accumulation units outstanding at end of period	127,251	102,133	26,453
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
Value at beginning of period	$11.29	$8.29	$14.23	$13.69	$11.90	$10.11
Value at end of period	$12.79	$11.29	$8.29	$14.23	$13.69	$11.90
Number of accumulation units outstanding at end of period	615,771	686,776	788,021	627,445	404,309	91,536
ING PIMCO HIGH YIELD PORTFOLIO
Value at beginning of period	$12.13	$8.30	$10.96	$10.89	$10.22	$10.12
Value at end of period	$13.55	$12.13	$8.30	$10.96	$10.89	$10.22
Number of accumulation units outstanding at end of period	1,332,341	763,581	888,722	1,057,235	964,393	514,000
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$12.43	$11.11	$10.90	$10.23	$10.02	$9.99
Value at end of period	$13.10	$12.43	$11.11	$10.90	$10.23	$10.02
Number of accumulation units outstanding at end of period	12,487,874	17,216,896	13,368,895	3,259,805	724,175	408,828
ING PIONEER FUND PORTFOLIO (CLASS S)
Value at beginning of period	$9.93	$8.18	$12.81	$12.47	$10.92	$10.26
Value at end of period	$11.25	$9.93	$8.18	$12.81	$12.47	$10.92
Number of accumulation units outstanding at end of period	181,832	144,622	148,472	152,117	102,223	64,842

Landmark

A 14


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING PIONEER MID CAP VALUE PORTFOLIO
Value at beginning of period	$9.84	$8.04	$12.29	$11.91	$10.84	$10.04
Value at end of period	$11.35	$9.84	$8.04	$12.29	$11.91	$10.84
Number of accumulation units outstanding at end of period	2,065,913	2,596,008	2,485,008	2,536,771	2,021,798	1,254,077
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.30	$8.24
Value at end of period	$8.76	$8.30
Number of accumulation units outstanding at end of period	4,168,615	4,249,497
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.36	$9.21
Value at end of period	$10.21	$9.36
Number of accumulation units outstanding at end of period	34,365,094	36,726,556
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.62	$9.49
Value at end of period	$10.44	$9.62
Number of accumulation units outstanding at end of period	23,681,091	24,379,246
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.84	$9.75
Value at end of period	$10.55	$9.84
Number of accumulation units outstanding at end of period	13,298,068	14,101,197
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.61	$10.52
Value at end of period	$13.88	$12.61
Number of accumulation units outstanding at end of period	194,661	202,887
ING RUSSELLTM LARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.06	$6.67	$10.28
Value at end of period	$8.82	$8.06	$6.67
Number of accumulation units outstanding at end of period	770,234	775,612	90,331
ING RUSSELLTM LARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.44	$10.15
Value at end of period	$13.52	$12.44
Number of accumulation units outstanding at end of period	79,615	62,529
ING RUSSELLTM MID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.92	$10.35
Value at end of period	$15.90	$12.92
Number of accumulation units outstanding at end of period	720,649	764,679
ING RUSSELLTM MID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.33	$6.09	$10.40
Value at end of period	$10.17	$8.33	$6.09
Number of accumulation units outstanding at end of period	612,162	549,783	269,460

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A 15


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING RUSSELLTM SMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.56	$6.93	$10.15
Value at end of period	$10.56	$8.56	$6.93
Number of accumulation units outstanding at end of period	998,816	684,974	473,719
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$10.50	$8.22	$12.85	$11.96	$10.89	$9.83
Value at end of period	$13.57	$10.50	$8.22	$12.85	$11.96	$10.89
Number of accumulation units outstanding at end of period	127,524	139,342	155,145	203,504	255,078	164,649
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.85	$7.11	$10.08
Value at end of period	$10.73	$8.85	$7.11
Number of accumulation units outstanding at end of period	506,955	482,284	259,588
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$11.31	$8.68	$12.24	$11.99	$10.69	$10.26
Value at end of period	$12.61	$11.31	$8.68	$12.24	$11.99	$10.69
Number of accumulation units outstanding at end of period	13,092,232	12,156,423	12,124,598	10,985,761	7,817,694	4,248,742
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$9.35	$7.65	$12.16	$12.07	$10.36	$10.06
Value at end of period	$10.51	$9.35	$7.65	$12.16	$12.07	$10.36
Number of accumulation units outstanding at end of period	1,894,674	1,974,300	1,818,540	1,791,740	1,389,277	778,013
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.96	$5.70	$10.12	$10.07
Value at end of period	$9.07	$7.96	$5.70	$10.12
Number of accumulation units outstanding at end of period	726,146	556,710	316,266	229,437
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
Value at beginning of period	$9.39	$7.28	$12.53	$11.12	$10.09
Value at end of period	$9.97	$9.39	$7.28	$12.53	$11.12
Number of accumulation units outstanding at end of period	1,674,847	1,550,533	1,592,210	743,055	126,106
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
Value at beginning of period	$10.04	$7.76	$13.16	$13.14	$11.02	$9.91
Value at end of period	$10.58	$10.04	$7.76	$13.16	$13.14	$11.02
Number of accumulation units outstanding at end of period	897,776	979,337	948,730	984,783	497,596	203,295
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during August 2006)
Value at beginning of period	$9.87	$6.99	$11.90	$11.37	$10.04
Value at end of period	$10.73	$9.87	$6.99	$11.90	$11.37
Number of accumulation units outstanding at end of period	37,665	38,878	48,543	83,777	36,657
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.47	$10.14	$9.99
Value at end of period	$10.84	$10.47	$10.14
Number of accumulation units outstanding at end of period	1,221,702	1,591,933	989,453
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period	$9.27	$7.20	$12.27	$12.44	$11.12	$10.01
Value at end of period	$10.24	$9.27	$7.20	$12.27	$12.44	$11.12
Number of accumulation units outstanding at end of period	26,441	28,517	29,919	54,181	33,661	18,417

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A 16


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING VAN KAMPEN COMSTOCK PORTFOLIO
Value at beginning of period	$8.72	$6.94	$11.17	$11.68	$10.31	$9.93
Value at end of period	$9.82	$8.72	$6.94	$11.17	$11.68	$10.31
Number of accumulation units outstanding at end of period	1,501,152	1,698,305	1,831,856	1,727,736	1,418,544	944,613
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
Value at beginning of period	$10.73	$8.96	$11.99	$11.87	$10.80	$10.15
Value at end of period	$11.76	$10.73	$8.96	$11.99	$11.87	$10.80
Number of accumulation units outstanding at end of period	1,016,286	901,367	927,899	496,199	341,790	164,473
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$10.04	$8.29	$12.50	$12.46	$10.98	$10.34
Value at end of period	$11.05	$10.04	$8.29	$12.50	$12.46	$10.98
Number of accumulation units outstanding at end of period	1,229,357	1,344,338	1,324,477	1,160,552	999,341	603,374
ING WELLS FARGO HEALTH CARE PORTFOLIO
Value at beginning of period	$10.62	$9.04	$12.96	$12.21	$10.96	$9.98
Value at end of period	$11.11	$10.62	$9.04	$12.96	$12.21	$10.96
Number of accumulation units outstanding at end of period	682,527	789,101	821,610	588,535	415,891	263,578
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.66	$6.03	$9.95
Value at end of period	$7.94	$7.66	$6.03
Number of accumulation units outstanding at end of period	1,654,823	1,720,127	1,557,930
INVESCO V.I. LEISURE FUND
Value at beginning of period	$8.53	$6.57	$11.79	$12.16	$9.97	$9.98
Value at end of period	$10.17	$8.53	$6.57	$11.79	$12.16	$9.97
Number of accumulation units outstanding at end of period	34,407	37,722	43,213	53,533	61,463	58,365
PROFUND VP BULL
Value at beginning of period	$8.47	$6.96	$11.42	$11.28	$10.15	$9.95
Value at end of period	$9.32	$8.47	$6.96	$11.42	$11.28	$10.15
Number of accumulation units outstanding at end of period	22,747	23,742	23,667	25,302	36,682	20,852
PROFUND VP EUROPE 30
Value at beginning of period	$9.70	$7.50	$13.70	$12.22	$10.64	$9.67
Value at end of period	$9.74	$9.70	$7.50	$13.70	$12.22	$10.64
Number of accumulation units outstanding at end of period	20,900	23,691	25,278	26,641	44,976	51,656
PROFUND VP RISING RATES OPPORTUNITY
Value at beginning of period	$7.07	$5.47	$9.01	$9.72	$9.02	$9.65
Value at end of period	$5.80	$7.07	$5.47	$9.01	$9.72	$9.02
Number of accumulation units outstanding at end of period	78,500	84,193	87,872	101,782	111,199	122,680

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A 17


APPENDIX B
	The Investment Portfolios

During the accumulation phase, you may allocate your premium payments and contract value to any of the
investment portfolios available under this Contract. They are listed in this appendix, plus any Fixed Interest
Allocation that is available. You bear the entire investment risk for amounts you allocate to any investment
portfolio, and you may lose your principal.

The investment results of the mutual funds (funds) are likely to differ significantly and there is no assurance that any
of the funds will achieve their respective investment objectives. You should consider the investment objectives,
risks and charges and expenses of the funds carefully before investing. Please refer to the fund prospectuses for this
and additional information.

Shares of the funds will rise and fall in value and you could lose money by investing in the funds. Shares of the funds are
not bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal Deposit Insurance
Corporation or any other government agency. Except as noted, all funds are diversified, as defined under the Investment
Company Act of 1940. Fund prospectuses may be obtained free of charge, from our Customer Service Center at the address
and telephone number listed in the prospectus, by accessing the SEC's web site or by contacting the SEC Public Reference
Room. If you received a summary prospectus for any of the funds available through your contract, you may also obtain a
full prospectus and other fund information free of charge by either accessing the internet address, calling the telephone
number or sending an email request to the contact information shown on the front of the fund's summary prospectus.

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

Certain funds are designated as "Master-Feeder" or "Retirement Funds." Funds offered in a Master -Feeder structure
(such as the American Funds) or fund of funds structure (such as the Retirement) may have higher fees and expenses
than a fund that invests directly in debt and equity securities.

Consult with your investment professional to determine if the investment portfolios may be suited to your financial
needs, investment time horizon and risk tolerance. You should periodically review these factors to determine if you
need to change your investment strategy.

The following table highlights name changes.


List of Fund Name Changes
Former Fund Name	Current Fund Name
ING Wells Fargo Health Care Portfolio	ING BlackRock Health Sciences Opportunities Portfolio
ING Van Kampen Comstock Portfolio	ING Invesco Van Kampen Comstock Portfolio
ING Van Kampen Equity and Income Portfolio	ING Invesco Van Kampen Equity and Income Portfolio
ING Van Kampen Growth and Income Portfolio	ING Invesco Van Kampen Growth and Income Portfolio

Landmark - 30180


Fund Name and
Investment Adviser/Subadviser	Investment Objective
BlackRock Global Allocation V.I. Fund	Seeks to provide high total return through a fully managed
	investment policy utilizing U.S. and foreign equity, debt and
Investment Adviser: BlackRock Advisors, LLC	money market instruments, the combination of which will be
Investment Subadviser: BlackRock Investment	varied from time to time both with respect to types of
Management, LLC; BlackRock International Limited	securities and markets in response to changing market and
	economic trends.
ING American Funds Asset Allocation Portfolio	Seeks high total return (including income and capital gains)
	consistent with preservation of capital over the long term.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
and Management CompanySM

ING American Funds Bond Portfolio	Seeks to provide as high a level of current income as is
	consistent with the preservation of capital.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
and Management CompanySM

ING American Funds Global Growth and Income	Seeks to provide you with long-term growth of capital while
Portfolio	providing current income.

Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
and Management CompanySM

ING American Funds Growth Portfolio	Seeks to provide you with growth of capital.

Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
and Management CompanySM

ING American Funds International Growth and Income	Seeks long-term growth of capital while providing current
Portfolio	income.

Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
and Management CompanySM

ING American Funds International Portfolio	Seeks to provide you with long-term growth of capital.

Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
and Management CompanySM

ING American Funds World Allocation Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Asset Allocation Committee

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Artio Foreign Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: Artio Global Management LLC

ING Baron Small Cap Growth Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: BAMCO, Inc.

ING BlackRock Health Sciences Opportunities Portfolio	Seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Investment Subadviser: BlackRock Advisors, LLC

ING BlackRock Inflation Protected Bond Portfolio	A non-diversified Portfolio that seeks to maximize real return,
	consistent with preservation of real capital and prudent
Investment Adviser: Directed Services LLC	investment management.
Investment Subadviser: BlackRock Financial
Management Inc.

ING BlackRock Large Cap Growth Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: BlackRock Investment
Management, LLC

ING BlackRock Science and Technology Opportunities	Seeks long-term capital appreciation.
Portfolio

Investment Adviser: ING Investments, LLC
Investment Subadviser: BlackRock Advisors, LLC

ING Davis New York Venture Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: Davis Selected Advisers, L.P.

ING DFA World Equity Portfolio	Seeks long-term capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: Dimensional Fund Advisors LP

ING EURO STOXX 50 ® Index Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
Investment Adviser: ING Investments, LLC	the EURO STOXX 50 ® Index.
Investment Subadviser: ING Investment Management
Co.

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING FMR SM Diversified Mid Cap Portfolio*	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: Fidelity Management &
Research Company

* FMR SM is a service mark of Fidelity Management &
Research Company

ING Franklin Income Portfolio	Seeks to maximize income while maintaining prospects for
	capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Franklin Advisers, Inc.

ING Franklin Mutual Shares Portfolio	Seeks capital appreciation and secondarily, income.

Investment Adviser: Directed Services LLC
Investment Subadviser: Franklin Mutual Advisers, LLC

ING Franklin Templeton Founding Strategy Portfolio	Seeks capital appreciation and secondarily, income.

Investment Adviser: Directed Services LLC

ING FTSE 100 Index ® Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
Investment Adviser: ING Investments, LLC	the FTSE 100 Index® .
Investment Subadviser: ING Investment Management
Co.

ING Global Resources Portfolio	Seeks long-term capital appreciation.

Investment Adviser: Directed Services, LLC
Investment Subadviser: ING Investment Management
Co.

ING Growth and Income Portfolio	Seeks to maximize total return through investments in a
	diversified portfolio of common stocks and securities
Investment Adviser: ING Investments, LLC	convertible into common stocks. It is anticipated that capital
Investment Subadviser: ING Investment Management	appreciation and investment income will both be major factors
Co.	in achieving total return.

ING Hang Seng Index Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
Investment Adviser: ING Investments, LLC	the Hang Seng Index.
Investment Subadviser: ING Investment Management
Co.

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Intermediate Bond Portfolio	Seeks to maximize total return consistent with reasonable risk.
	The Portfolio seeks its objective through investments in a
Investment Adviser: ING Investments, LLC	diversified portfolio consisting primarily of debt securities. It
Investment Subadviser: ING Investment Management	is anticipated that capital appreciation and investment income
Co.	will both be major factors in achieving total return.

ING International Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of a widely accepted
Investment Adviser: ING Investments, LLC	International Index.
Investment Subadviser: ING Investment Management
Co.

ING Invesco Van Kampen Comstock Portfolio	Seeks capital growth and income.

Investment Adviser: Directed Services LLC
Investment Subadviser: Invesco Advisers, Inc.

ING Invesco Van Kampen Equity and Income Portfolio	Seeks total return, consisting of long-term capital appreciation
	and current income.
Investment Adviser: Directed Services LLC
Investment Subadviser: Invesco Advisers, Inc.

ING Invesco Van Kampen Growth and Income Portfolio	Seeks long-term growth of capital and income.

Investment Adviser: Directed Services LLC
Investment Subadviser: Invesco Advisers, Inc.

ING Japan TOPIX Index ® Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
Investment Adviser: ING Investments, LLC	the Tokyo Stock Price Index® .
Investment Subadviser: ING Investment Management
Co.

ING JPMorgan Emerging Markets Equity Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: J.P. Morgan Investment
Management Inc.

ING JPMorgan Mid Cap Value Portfolio	Seeks growth from capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: J.P. Morgan Investment
Management Inc.

ING JPMorgan Small Cap Core Equity Portfolio	Seeks capital growth over the long term.

Investment Adviser: Directed Services LLC
Investment Subadviser: J.P. Morgan Investment
Management Inc.

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Large Cap Growth Portfolio	Seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management
Co.

ING Large Cap Value Portfolio	Seeks growth of capital and current income.

Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management
Co.

ING Liquid Assets Portfolio	Seeks a high level of current income consistent with the
	preservation of capital and liquidity.
Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management
Co.

ING Marsico Growth Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: Marsico Capital Management,
LLC

ING MFS Total Return Portfolio	Seeks above-average income (compared to a portfolio entirely
	invested in equity securities) consistent with the prudent
Investment Adviser: Directed Services LLC	employment of capital. Secondarily seeks reasonable
Investment Subadviser: Massachusetts Financial	opportunity for growth of capital and income.
Services Company

ING MFS Utilities Portfolio	Seeks total return.

Investment Adviser: Directed Services LLC
Investment Subadviser: Massachusetts Financial
Services Company

ING MidCap Opportunities Portfolio	Seeks long-term capital appreciation.

Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

ING Morgan Stanley Global Franchise Portfolio	A non-diversified Portfolio that seeks long-term capital
	appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Morgan Stanley Investment
Management Inc.

ING Oppenheimer Active Allocation Portfolio	Seeks long-term growth of capital with a secondary objective
	of current income.
Investment Adviser: ING Investments, LLC
Investment Subadviser: OppenheimerFunds, Inc.

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Oppenheimer Global Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: OppenheimerFunds, Inc.

ING PIMCO High Yield Portfolio	Seeks maximum total return, consistent with preservation of
	capital and prudent investment management.
Investment Adviser: Directed Services LLC
Investment Subadviser: Pacific Investment Management
Company LLC

ING PIMCO Total Return Bond Portfolio	Seeks maximum total return, consistent with preservation of
	capital and prudent investment management.
Investment Adviser: Directed Services LLC
Investment Subadviser: Pacific Investment Management
Company LLC

ING Pioneer Fund Portfolio	Seeks reasonable income and capital growth.

Investment Adviser: Directed Services LLC
Investment Subadviser: Pioneer Investment
Management, Inc.

ING Pioneer Mid Cap Value Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: Pioneer Investment
Management, Inc.

ING Retirement Conservative Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a conservative level
Investment Adviser: Directed Services LLC	of risk relative to the other ING Retirement Portfolios.
Asset Allocation Committee

ING Retirement Growth Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk that
Investment Adviser: Directed Services LLC	can be expected to be greater than that of ING Retirement
Asset Allocation Committee	Moderate Growth Portfolio.

ING Retirement Moderate Growth Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk that
Investment Adviser: Directed Services LLC	can be expected to be greater than that of ING Retirement
Asset Allocation Committee	Moderate Portfolio but less than that of ING Retirement
	Growth Portfolio.
ING Retirement Moderate Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk that
Investment Adviser: Directed Services LLC	can be expected to be greater than that of ING Retirement
Asset Allocation Committee	Conservative Portfolio but less than that of ING Retirement
	Moderate Growth Portfolio.

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Russell™ Large Cap Growth Index Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
Investment Adviser: ING Investments, LLC	the Russell Top 200 ® Growth Index.
Investment Subadviser: ING Investment Management
Co.

ING RussellTM Large Cap Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Russell Top 200 ® Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

ING Russell™ Large Cap Value Index Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
Investment Adviser: ING Investments, LLC	the Russell Top 200 ® Value Index.
Investment Subadviser: ING Investment Management
Co.

ING Russell™ Mid Cap Growth Index Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
Investment Adviser: ING Investments, LLC	the Russell Midcap ® Growth Index.
Investment Subadviser: ING Investment Management
Co.

ING RussellTM Mid Cap Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Russell Midcap ® Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

ING RussellTM Small Cap Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Russell 2000 ® Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

ING Small Company Portfolio	Seeks growth of capital primarily through investment in a
	diversified portfolio of common stocks of companies with
Investment Adviser: ING Investments, LLC	smaller market capitalizations.
Investment Subadviser: ING Investment Management
Co.

ING Templeton Foreign Equity Portfolio	Seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Investment Subadviser: Templeton Investment Counsel,
LLC

ING Templeton Global Growth Portfolio	Seeks capital appreciation. Current income is only an
	incidental consideration.
Investment Adviser: Directed Services LLC
Investment Subadviser: Templeton Global Advisors
Limited

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING T. Rowe Price Capital Appreciation Portfolio	Seeks, over the long-term, a high total investment return,
	consistent with the preservation of capital and prudent
Investment Adviser: Directed Services LLC	investment risk.
Investment Subadviser: T. Rowe Price Associates, Inc.

ING T. Rowe Price Equity Income Portfolio	Seeks substantial dividend income as well as long-term growth
	of capital.
Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.

ING T. Rowe Price Growth Equity Portfolio	Seeks long-term capital growth, and secondarily, increasing
	dividend income.
Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.

ING T. Rowe Price International Stock Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.

ING U.S. Bond Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Barclays Capital U.S.
Investment Adviser: ING Investments, LLC	Aggregate Bond Index.
Investment Subadviser: Neuberger Berman Fixed
Income LLC

ING WisdomTreeSM Global High-Yielding Equity Index	Seeks investment returns that closely correspond to the price
Portfolio*	and yield performance, (before fees and expenses) of the
	WisdomTreeSM Global High-Yielding Equity Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

* WisdomTreeSM is a servicemark of WisdomTree
Investments

"Standard & Poor's® ", "S&P® ", "S&P 500® ", "Standard & Poor's 500", and "500" are trademarks of The McGraw-Hill Companies, Inc. and
have been licensed for use by ING USA Annuity and Life Insurance Company. The product is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the advisability of investing in the product.

The Hang Seng Index (the "Index") is published and compiled by Hang Seng Indexes Company Limited pursuant to
a license from Hang Seng Data Services Limited. The mark and name of the Hang Seng Index are proprietary to
Hang Seng Data Services Limited. Hang Seng Indexes Company Limited and Hang Seng Data Services Limited
have agreed to the use of, and reference to, the Index by ING Investments, LLC and ING Investment Management
Co. in connection with ING Hang Seng Index Portfolio (the "Product"), BUT NEITHER HANG SENG INDEXES
COMPANY LIMITED NOR HANG SENG DATA SERVICES LIMITED WARRANTS OR REPRESENTS OR
GUARANTEES TO ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON: (i) THE
ACCURACY OR COMPLETENESS OF ANY OF THE INDEX AND ITS COMPUTATION OR ANY
INFORMATION RELATED THERETO; OR (ii) THE FITNESS OR SUITABILITY FOR ANY PURPOSE OF
ANY OF THE INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT; OR (iii) THE RESULTS

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WHICH MAY BE OBTAINED BY ANY PERSON FROM THE USE OF ANY OF THE INDEX OR ANY
COMPONENT OR DATA COMPRISED IN IT FOR ANY PURPOSE, AND NO WARRANTY OR
REPRESENTATION OR GUARANTEE OF ANY KIND WHATSOEVER RELATING TO THE INDEX IS
GIVEN OR MAY BE IMPLIED.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO RESPONSIBILITY OR LIABILITY IS
ACCEPTED BY HANG SENG INDEXES COMPANY LIMITED OR HANG SENG DATA SERVICES
LIMITED: (i) IN RESPECT OF THE USE OF AND/OR REFERENCE TO THE INDEX BY ING
INVESTMENTS, LLC AND ING INVESTMENT MANAGEMENT CO. IN CONNECTION WITH THE
PRODUCT; OR (ii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES OR ERRORS OF HANG SENG
INDEXES COMPANY LIMITED IN THE COMPUTATION OF THE INDEX; OR (iii) FOR ANY
INACCURACIES, OMISSIONS, MISTAKES, ERRORS OR INCOMPLETENESS OF ANY INFORMATION
USED IN CONNECTION WITH THE COMPUTATION OF THE INDEX WHICH IS SUPPLIED BY ANY
OTHER PERSON; OR (iv) FOR ANY ECONOMIC OR OTHER LOSS WHICH MAY BE DIRECTLY OR
INDIRECTLY SUSTAINED BY ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON
DEALINGWITH THE PRODUCT AS A RESULT OF ANY OF THE AFORESAID, AND NO CLAIMS,
ACTIONS OR LEGAL PROCEEDINGS MAY BE BROUGHT AGAINST HANG SENG INDEXES COMPANY
LIMITED AND/OR HANG SENG DATA SERVICES LIMITED in connection with the Product in any manner
whatsoever by any broker, holder or other person dealing with the Product. Any broker, holder or other person
dealing with the Product does so therefore in full knowledge of this disclaimer and can place no reliance whatsoever
on Hang Seng Indexes Company Limited and Hang Seng Data Services Limited. For the avoidance of doubt, this
disclaimer does not create any contractual or quasi-contractual relationship between any broker, holder or other
person and Hang Seng Indexes Company Limited and/or Hang Seng Data Services Limited and must not be
construed to have created such relationship.

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B10


APPENDIX C
	Fixed Account II

Fixed Account II ("Fixed Account") is an optional fixed interest allocation offered during the accumulation phase of
your variable annuity contract between you and ING USA Annuity and Life Insurance Company ("ING USA," the
"Company," "we" or "our"). The Fixed Account, which is a segregated asset account of ING USA, provides a
means for you to invest on a tax-deferred basis and earn a guaranteed interest for guaranteed interest periods (Fixed
Interest Allocation(s)). We will credit your Fixed Interest Allocation(s) with a fixed rate of interest. We currently
offer Fixed Interest Allocations with guaranteed interest periods that may vary by maturity, state of issue and rate.
In addition, we may offer DCA Fixed Interest Allocations, which are 6-month and 1 -year Fixed Interest Allocations
available exclusively in connection with our dollar cost averaging program. We may offer additional guaranteed
interest periods in some or all states, may not offer all guaranteed interest periods on all contracts or in all states and
the rates for a given guaranteed interest period may vary among contracts. We set the interest rates periodically. We
may credit a different interest rate for each interest period. The interest you earn in the Fixed Account as well as
your principal is guaranteed by ING USA, as long as you do not take your money out before the maturity date for
the applicable interest period. If you take your money out from a Fixed Interest Allocation more than 30 days before
the applicable maturity date, we will apply a market value adjustment ("Market Value Adjustment"). A Market
Value Adjustment could increase or decrease your contract value and/or the amount you take out. A surrender
charge may also apply to withdrawals from your contract. You bear the risk that you may receive less than your
principal because of the Market Value Adjustment.

For contracts sold in some states, not all Fixed Interest Allocations are available. You have a right to return a
contract for a refund as described in the prospectus.

The Fixed Account
You may allocate premium payments and transfer your Contract value to the guaranteed interest periods of the Fixed
Account during the accumulation period as described in the prospectus. Every time you allocate money to the Fixed
Account, we set up a Fixed Interest Allocation for the guaranteed interest period you select. We will credit your
Fixed Interest Allocation with a guaranteed interest rate for the interest period you select, so long as you do not
withdraw money from that Fixed Interest Allocation before the end of the guaranteed interest period. Each
guaranteed interest period ends on its maturity date which is the last day of the month in which the interest period is
scheduled to expire.

Your Contract value in the Fixed Account is the sum of your Fixed Interest Allocations and the interest credited as
adjusted for any withdrawals, transfers or other charges we may impose, including any Market Value Adjustment.
Your Fixed Interest Allocation will be credited with the guaranteed interest rate in effect for the guaranteed interest
period you selected when we receive and accept your premium or reallocation of Contract value. We will credit
interest daily at a rate that yields the quoted guaranteed interest rate.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed Interest Allocation more than 30 days
before the end of the guaranteed interest period, we will apply a Market Value Adjustment to the transaction. A
Market Value Adjustment could increase or decrease the amount you surrender, withdraw, transfer or annuitize,
depending on current interest rates at the time of the transaction. You bear the risk that you may receive less than
your principal because of the Market Value Adjustment.

Guaranteed Interest Rates
Each Fixed Interest Allocation will have an interest rate that is guaranteed as long as you do not take your money
out until its maturity date. We do not have a specific formula for establishing the guaranteed interest rates for the
different guaranteed interest periods. We determine guaranteed interest rates at our sole discretion. We cannot
predict the level of future interest rates. For more information see the prospectus for Fixed Account II.

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Transfers from a Fixed Interest Allocation
You may transfer your Contract value in a Fixed Interest Allocation to one or more new Fixed Interest Allocations
with new guaranteed interest periods, or to any of the subaccounts of ING USA's Separate Account B as described
in the prospectus on the maturity date of a guaranteed interest period. The minimum amount that you can transfer to
or from any Fixed Interest Allocation is $100. Transfers from a Fixed Interest Allocation may be subject to a
Market Value Adjustment. If you have a special Fixed Interest Allocation that was offered exclusively with our
dollar cost averaging program, canceling dollar cost averaging will cause a transfer of the entire Contract value in
such Fixed Interest Allocation to the ING Liquid Assets Portfolio, and such a transfer will be subject to a Market
Value Adjustment.

Please be aware that the benefit we pay under certain optional benefit riders will be adjusted by any transfers you
make to and from the Fixed Interest Allocations during specified periods while the rider is in effect

Withdrawals from a Fixed Interest Allocation
During the accumulation phase, you may withdraw a portion of your Contract value in any Fixed Interest Allocation.
You may make systematic withdrawals of only the interest earned during the prior month, quarter or year, depending
on the frequency chosen, from a Fixed Interest Allocation under our systematic withdrawal option. A withdrawal
from a Fixed Interest Allocation may be subject to a Market Value Adjustment and a contract surrender charge. Be
aware that withdrawals may have federal income tax consequences, including a 10% penalty tax, as well as state
income tax consequences.

Please be aware that the benefit we pay under any of the optional benefit riders will be reduced by any withdrawals
you made from the Fixed Interest Allocations during the period while the rider is in effect.

Market Value Adjustment
A Market Value Adjustment may decrease, increase or have no effect on your Contract value. We will apply a
Market Value Adjustment (i) whenever you withdraw or transfer money from a Fixed Interest Allocation (unless
made within 30 days before the maturity date of the applicable guaranteed interest period, or under the systematic
withdrawal or dollar cost averaging program) and (ii) if on the annuity start date a guaranteed interest period for any
Fixed Interest Allocation does not end on or within 30 days of the annuity start date.

A Market Value Adjustment may be positive, negative or result in no change. In general, if interest rates are rising,
you bear the risk that any Market Value Adjustment will likely be negative and reduce your Contract value. On the
other hand, if interest rates are falling, it is more likely that you will receive a positive Market Value Adjustment
that increases your Contract value. In the event of a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from the amount surrendered, transferred or
annuitized. In the event of a partial withdrawal, transfer or annuitization, we will add or subtract any Market Value
Adjustment from the total amount withdrawn, transferred or annuitized in order to provide the amount requested. If
a negative Market Value Adjustment exceeds your Contract value in the Fixed Interest Allocation, we will consider
your request to be a full surrender, transfer or annuitization of the Fixed Interest Allocation.

Contract Value in the Fixed Interest Allocations
On the contract date, the Contract value in any Fixed Interest Allocation in which you are invested is equal to the
portion of the initial premium paid and designated for allocation to the Fixed Interest Allocation. On each business
day after the contract date, we calculate the amount of Contract value in each Fixed Interest Allocation as follows:


(1)	We take the Contract value in the Fixed Interest Allocation at the end of the preceding business day.
(2)	We credit a daily rate of interest on (1) at the guaranteed rate since the preceding business day.
(3)	We add (1) and (2).
(4)	We subtract from (3) any transfers from that Fixed Interest Allocation.
(5)	We subtract from (4) any withdrawals, and then subtract any contract fees (including any rider charges)
	and premium taxes.

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Additional premium payments and transfers allocated to the Fixed Account will be placed in a new Fixed Interest
Allocation. The Contract value on the date of allocation will be the amount allocated. Several examples which
illustrate how the Market Value Adjustment works are included in the prospectus for Fixed Account II.

Cash Surrender Value
The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value of
amounts allocated to the Fixed Account will fluctuate daily based on the interest credited to Fixed Interest
Allocations, any Market Value Adjustment, and any surrender charge. We do not guarantee any minimum cash
surrender value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we
start with your Contract value, then we adjust for any Market Value Adjustment, and then we deduct any surrender
charge, any charge for premium taxes, the annual contract administrative fee (unless waived), and any optional
benefit rider charge, and any other charges incurred but not yet deducted.

Dollar Cost Averaging from Fixed Interest Allocations
You may elect to participate in our dollar cost averaging program from a Fixed Account Interest Allocation with a
guaranteed interest period of 1 year or less. The Fixed Interest Allocations serve as the source accounts from which
we will, on a monthly basis, automatically transfer a set dollar amount of money to other Fixed Interest Allocations
or contract investment portfolio subaccounts selected by you.

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

You elect the dollar amount you want transferred under this program. Each monthly transfer must be at least $100.
You may change the transfer amount once each contract year.

Transfers from a Fixed Interest Allocation under the dollar cost averaging program are not subject to a Market Value
Adjustment.

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

Suspension of Payments
We have the right to delay payment of amounts from a Fixed Interest Allocation for up to 6 months.

More Information
See the prospectus for Fixed Account II.

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APPENDIX D
	Fixed Interest Division

A Fixed Interest Division option is available through the group and individual deferred variable annuity contracts
offered by ING USA Annuity and Life Insurance Company. The Fixed Interest Division is part of the ING USA
General Account. Interests in the Fixed Interest Division have not been registered under the Securities Act of 1933,
and neither the Fixed Interest Division nor the General Account is registered under the Investment Company Act of
1940.

Interests in the Fixed Interest Division are offered in certain states through an Offering Brochure, dated April 29,
2011. The Fixed Interest Division is different from the Fixed Account which is described in the prospectus but
which is not available in your state. If you are unsure whether the Fixed Account is available in your state, please
contact our Customer Service Center at (800) 366-0066. When reading through the Prospectus, the Fixed Interest
Division should be counted among the various investment options available for the allocation of your premiums, in
lieu of the Fixed Account. The Fixed Interest Division may not be available in some states. Some restrictions may
apply.

You will find more complete information relating to the Fixed Interest Division in the Offering Brochure. Please
read the Offering Brochure carefully before you invest in the Fixed Interest Division.

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APPENDIX E
	Surrender Charge for Excess Withdrawals Example

The following assumes you made an initial premium payment of $25,000 and additional premium payments of
$25,000 in each of the second and third contract years, for total premium payments under the Contract of $75,000. It
also assumes a withdrawal at the beginning of the third contract year of 30% of the contract value of $90,000.

In this example, $ 15,000 (the greater of earnings less any previous withdrawals, which is $90,000 - $75,000, which
equals $15,000, and 10% of premium payments, which is $7,500) is the maximum free withdrawal amount that you
may withdraw without a surrender charge. The total amount withdrawn from the contract would be $ 27,000
($90,000 x .30). Therefore, $12,000 ($27,000 - $15,000) is considered an excess withdrawal and would be subject
to a 4% surrender charge of $ 480 ($12,000 x .04) . This example does not take into account any Market Value
Adjustment or deduction of any premium taxes.

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APPENDIX F


			Special Funds and Excluded Funds Examples

Example #1:		The following examples are intended to demonstrate the impact on your 7% Solution Death
Benefit Element ("7% MGDB") of allocating your Contract Value to Special Funds.


	7% MGDB if 50% invested				7% MGDB if 0% invested			7% MGDB if 100% invested
	in Special Funds				in Special Funds				in Special Funds

End of Yr Covered Special			Total	End of Yr Covered Special			Total	End of Yr Covered Special			Total
0	500	500	1,000	0	1,000	-	1,000	0	0	1,000	1,000
1	535	500	1,035	1	1,070	-	1,070	1	0	1,000	1,000
2	572	500	1,072	2	1,145	-	1,145	2	0	1,000	1,000
3	613	500	1,113	3	1,225	-	1,225	3	0	1,000	1,000
4	655	500	1,155	4	1,311	-	1,311	4	0	1,000	1,000
5	701	500	1,201	5	1,403	-	1,403	5	0	1,000	1,000
6	750	500	1,250	6	1,501	-	1,501	6	0	1,000	1,000
7	803	500	1,303	7	1,606	-	1,606	7	0	1,000	1,000
8	859	500	1,359	8	1,718	-	1,718	8	0	1,000	1,000
9	919	500	1,419	9	1,838	-	1,838	9	0	1,000	1,000
10	984	500	1,484	10	1,967	-	1,967	10	0	1,000	1,000


	7% MGDB if transferred to				7% MGDB if transferred to
	Special Funds				Covered Funds
	at the beginning of year 6				at the beginning of year 6

End of Yr Covered Special			Total	End of Yr Covered Special			Total
0	1,000	-	1,000	0	-	1,000	1,000
1	1,070	-	1,070	1	-	1,000	1,000
2	1,145	-	1,145	2	-	1,000	1,000
3	1,225	-	1,225	3	-	1,000	1,000
4	1,311	-	1,311	4	-	1,000	1,000
5	1,403	-	1,403	5	-	1,000	1,000
6	-	1,403	1,403	6	1,070	-	1,070
7	-	1,403	1,403	7	1,145	-	1,145
8	-	1,403	1,403	8	1,225	-	1,225
9	-	1,403	1,403	9	1,311	-	1,311
10	-	1,403	1,403	10	1,403	-	1,403

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Example #2:	The following examples are intended to demonstrate the impact on your 7% Solution Death
Benefit Element ("7% MGDB") of allocating your Contract Value to Excluded Funds.



		7% MGDB if 50% invested in Excluded Funds
		Covered		Excluded		Total

		7%		"7%		7%		Death
	End of Yr MGDB		AV	MGDB"	AV	MGDB	AV	Benefit
	0	500	500	500	500	1,000	1,000	1,000
	1	535	510	535	510	1,045	1,020	1,045
	2	572	490	572	490	1,062	980	1,062
	3	613	520	613	520	1,133	1,040	1,133
	4	655	550	655	550	1,205	1,100	1,205
	5	701	450	701	450	1,151	900	1,151
	6	750	525	750	525	1,275	1,050	1,275
	7	803	600	803	600	1,403	1,200	1,403
	8	859	750	859	750	1,609	1,500	1,609
	9	919	500	919	500	1,419	1,000	1,419
	10	984	300	984	300	1,284	600	1,284




		7% MGDB if 0% invested				7% MGDB if 100% invested
		in Excluded Funds					in Excluded Funds
		Covered					Excluded

				Death			"7%		Death
	End of Yr 7% MGDB		AV	Benefit		End of Yr MGDB"		AV	Benefit
	0	1,000	1,000	1,000		0	1,000	1,000	1,000
	1	1,070	1,020	1,070		1	1,070	1,020	1,020
	2	1,145	980	1,145		2	1,145	980	980
	3	1,225	1,040	1,225		3	1,225	1,040	1,040
	4	1,311	1,100	1,311		4	1,311	1,100	1,100
	5	1,403	900	1,403		5	1,403	900	900
	6	1,501	1,050	1,501		6	1,501	1,050	1,050
	7	1,606	1,200	1,606		7	1,606	1,200	1,200
	8	1,718	1,500	1,718		8	1,718	1,500	1,500
	9	1,838	1,000	1,838		9	1,838	1,000	1,000
	10	1,967	600	1,967		10	1,967	600	600



	Note:	AV are hypothetical illustrative values. Not a projection. "7% MGDB" for
		Excluded funds is notional. Not payable as a benefit. Death Benefit for
Excluded Funds equals Accumulation Value (AV).

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Transfer from Covered Funds to Excluded Funds
at the beginning of year 6


	Covered		Excluded		Total
	7%		"7%		7%		Death
End of Yr MGDB		AV	MGDB"	AV	MGDB	AV	Benefit
-	1,000	1,000	-	-	1,000	1,000	1,000
1	1,070	1,020	-	-	1,070	1,020	1,070
2	1,145	980	-	-	1,145	980	1,145
3	1,225	1,040	-	-	1,225	1,040	1,225
4	1,311	1,100	-	-	1,311	1,100	1,311
5	1,403	900	-	-	1,403	900	1,403
6	-	-	1,501	1,050	1,050	1,050	1,050
7	-	-	1,606	1,200	1,200	1,200	1,200
8	-	-	1,718	1,500	1,500	1,500	1,500
9	-	-	1,838	1,000	1,000	1,000	1,000
10	-	-	1,967	600	600	600	600

Note:	7% MGDB transferred to Excluded Funds equals the 7% MGDB in Covered Funds
	(or pro-rata portion thereof for partial transfer) . Transfers from Special Funds to
	Excluded Funds work the same as Covered to Excluded (except 7% MGDB in
	Special Funds does not accumulate).


Transfer from Excluded Funds to Covered Funds
at the beginning of year 6

	Covered		Excluded		Total
	7%		"7%		7%		Death
End of Yr MGDB		AV	MGDB"	AV	MGDB	AV	Benefit
-	-	-	1,000	1,000	1,000	1,000	1,000
1	-	-	1,070	1,020	1,020	1,020	1,020
2	-	-	1,145	980	980	980	980
3	-	-	1,225	1,040	1,040	1,040	1,040
4	-	-	1,311	1,100	1,100	1,100	1,100
5	-	-	1,403	900	900	900	900
6	963	1,050	-	-	963	1,050	1,050
7	1,030	1,200	-	-	1,030	1,200	1,200
8	1,103	1,500	-	-	1,103	1,500	1,500
9	1,180	1,000	-	-	1,180	1,000	1,180
10	1,262	600	-	-	1,262	600	1,262

Note:	7% MGDB transferred to Covered Funds is the lesser of 7% MGDB in Excluded
	Funds (or portion thereof for partial transfer) and AV transferred to Covered
	Funds. Transfers from Excluded Funds to Special Funds work the same as
	Excluded to Covered (except 7% MGDB in Special Funds does not accumulate).

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APPENDIX G
	Examples of Minimum Guaranteed Income Benefit Calculation


Example 1
				Contract with
				MGIB Rider
			Contract with	between January	Contract with
		Contract without	MGIB Rider after	12, 2009 and May	MGIB Rider before
Age		MGIB Rider	May 1, 2009	1, 2009	January 12, 2009
55	Initial Value	$100,000	$100,000	$100,000	$100,000
	Accumulation Rate	0.00%	0.00%	0.00%	0.00%
	Rider Charge	0.00%	0.75%	0.75%	0.75%

65	Contract Value	$100,000	$89,746	$89,188	$89,188
	Contract Annuity
	Factor	4.69	4.69	4.69	4.69
	Monthly Income	$469.00	$420.91	$418.29	$418.29
	MGIB Rollup	n/a	$179,085	$196,715	$196,715
	MGIB Ratchet	n/a	$100,000	$100,000	$100,000
	MGIB Annuity
	Factor	n/a	4.17	4.17	4.43
	MGIB Income	n/a	$746.78	$820.30	$871.45
	Income	$469.00	$746.78	$820.30	$871.45
Example 2
55	Initial Value	$100,000	$100,000	$100,000	$100,000
	Accumulation Rate	3.00%	3.00%	3.00%	3.00%
	Rider Charge	0.00%	0.75%	0.75%	0.75%

65	Contract Value	$134,392	$122,674	$122,065	$122,065
	Contract Annuity
	Factor	4.69	4.69	4.69	4.69
	Monthly Income	$630.30	$575.34	$572.48	$572.48
	MGIB Rollup	n/a	$179,085	$196,715	$196,715
	MGIB Ratchet	n/a	$122,674	$122,065	$122,065
	MGIB Annuity
	Factor	n/a	4.17	4.17	4.43
	MGIB Income	n/a	$746.78	$820.30	$871.45
	Income	$630.30	$746.78	$820.30	$871.45
Example 3
55	Initial Value	$100,000	$100,000	$100,000	$100,000
	Accumulation Rate	8.00%	8.00%	8.00%	8.00%
	Rider Charge	0.00%	0.75%	0.75%	0.75%

65	Contract Value	$215,892	$200,815	$200,449	$ 200,448
	Contract Annuity
	Factor	4.69	4.69	4.69	4.69
	Monthly Income	$1,012.54	$941.82	$940.11	$940.10
	MGIB Rollup	n/a	$179,085	$196,715	$196,715
	MGIB Ratchet	n/a	$200,815	$200,449	$200,448
	MGIB Annuity
	Factor	n/a	4.17	4.17	4.43
	MGIB Income	n/a	$837.40	$835.87	$887.98
	Income	$1,012.54	$941.82	$940.11	$940.10

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Example 4
				Contract with
				MGIB Rider
			Contract with	between January	Contract with
		Contract without	MGIB Rider after	12, 2009 and May	MGIB Rider before
Age		MGIB Rider	May 1, 2009	1, 2009	January 12, 2009
55	Initial Value	$100,000	$100,000	$100,000	$100,000
	Accumulation Rate	9.78%	9.78%	9.78%	9.78%
	Rider Charge	0.00%	0.75%	0.75%	0.75%

65	Contract Value	$254,233	$236,719	$236,665	$236,238
	Contract Annuity
	Factor	4.69	4.69	4.69	4.69
	Monthly Income	$1,192.35	$1,110.21	$1,109.96	$1,107.96
	MGIB Rollup	n/a	$179,085	$196,715	$196,715
	MGIB Ratchet	n/a	$236,719	$236,665	$236,238
	MGIB Annuity
	Factor	n/a	4.17	4.17	4.43
	MGIB Income	n/a	$987.12	$986.89	$1,046.53
	Income	$1,192.35	$1,110.21	$1,109.96	$1,107.96

The Accumulation Rates shown under "Contract" are hypothetical and intended to illustrate various market
conditions. These rates are assumed to be net of all fees and charges except the rider charge. Fees and charges are
not assessed against the MGIB Rollup Rate.

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APPENDIX H

ING LifePay Plus and ING Joint LifePay Plus Partial Withdrawal Amount Examples

The following example shows the adjustment to the Maximum Annual Withdrawal amount for a withdrawal before
the Lifetime Withdrawal Phase has began.

Illustration 1: Adjustment to the ING LifePay Plus Base for a withdrawal taken prior to the Lifetime
Withdrawal Phase.

Assume the Annuitant is age 55 and the first withdrawal taken during the contract year is $3,000 net, with $0 of
surrender charges. Because the ING LifePay Plus Rider is not yet eligible to enter the Lifetime Withdrawal Phase,
there is no Maximum Annual Withdrawal and the entire withdrawal is considered excess.

If the ING LifePay Plus Base and Account Value before the withdrawal are $ 100,000 and $90,000, respectively,
then the ING LifePay Plus Base will be reduced by 3.33% ( $3,000 / $90,000) to $96,667 ((1 - 3.33%) * $100,000).

Any additional withdrawals taken prior to the Annuitant reaching age 59½ will also result in an immediate pro -rata
reduction to the ING LifePay Plus Base.

The following are examples of adjustments to the Maximum Annual Withdrawal amount for withdrawals in excess of
the Maximum Annual Withdrawal:

Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual
Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. Because total net
withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an adjustment to the
Maximum Annual Withdrawal. However, because only $4,500 in gross withdrawals was taken during the contract
year prior to this withdrawal, $500 of the $1,500 gross withdrawal is not considered excess.

Total gross withdrawals during the contract year are $ 6,000 ($3,000 + $1,500 + $1,500). The adjustment is the
lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal,
$1,000, and the amount of the current gross withdrawal, $1,500.

If the Contract Value before this withdrawal is $50,000, and the Contract Value is $49,500 after the part of the gross
withdrawal that was within the Maximum Annual Withdrawal, $500, then the Maximum Annual Withdrawal is
reduced by 2.02% ($1,000 / $49,500) to $4,899 ((1 - 2.02%) * $5,000).

Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the
Additional Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. The Required Minimum Distribution for the current calendar
year applicable to this contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the
excess of this amount above the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000).

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The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual
Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. Total net
withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, however, the Maximum Annual
Withdrawal is not adjusted until the Additional Withdrawal Amount is exhausted. The amount by which total net
withdrawals taken exceed the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000), is the same as the
Additional Withdrawal Amount, so no adjustment to the Maximum Annual Withdrawal is made. If total net
withdrawals taken had exceeded the sum of the Maximum Annual Withdrawal and the Additional Withdrawal
Amount, then an adjustment would be made to the Maximum Annual Withdrawal.

Illustration 4: The Additional Withdrawal Amount at the end of the calendar year before it is withdrawn.

Assume the most recent contract date was July 1, 2007 and the Maximum Annual Withdrawal is $5,000. Also
assume RMDs, applicable to this contract, are $6,000 and $5,000 for 2008 and 2009 calendar years respectively.

Between July 1, 2007 and December 31, 2007, a withdrawal of $5,000 is taken which exhausts the Maximum
Annual Withdrawal.

On January 1, 2008, the Additional Withdrawal Amount is set equal to the excess of the 2008 RMD above the
existing Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000) . Note that while the Maximum Annual
Withdrawal has been exhausted, it is still used to calculate the Additional Withdrawal Amount.

The owner now has until December 31, 2009 to take the newly calculated Additional Withdrawal Amount of
$1,000. The owner decides not to take the Additional Withdrawal Amount of $1,000 in 2008.

On January 1, 2009, the Additional Withdrawal Amount is set equal to the excess of the 2009 RMD above the
existing Maximum Annual Withdrawal, $0 ($5,000 - $5,000). Note that the Additional Withdrawal Amount of
$1,000 from the 2008 calendar year carries over into the 2009 calendar year and is available for withdrawal.

Illustration 5: A withdrawal exceeds the Maximum Annual Withdrawal amount and the Additional
Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. The Required Minimum Distribution for the current calendar
year applicable to this contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the
excess of this amount above the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000).

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual
Withdrawal, $5,000.

The next withdrawal taken during the contract year is $3,500 net, with $0 of surrender charges. Total net
withdrawals taken, $8,000, exceed the sum of the Maximum Annual Withdrawal and the Additional Withdrawal
Amount, $6,000, and there is an adjustment to the Maximum Annual Withdrawal.

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Total gross withdrawals during the contract year are $ 8,000 ($3,000 + $1,500 + $3,500). The adjustment is the
lesser of the amount by which the total gross withdrawals for the year exceed the sum of the Maximum Annual
Withdrawal and the Additional Withdrawal Amount ($8,000 - $6,000 = $2,000), and the amount of the current gross
withdrawal ($3,500).

If the Contract Value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by
4.12% ($2,000 / $50,000 - $1,500)) to $4,794 ((1 - 4.12%) * $5,000).

Illustration 6: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual
Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. Because total net
withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an adjustment to the
Maximum Annual Withdrawal. However, because only $4,500 in gross withdrawals was taken during the contract
year prior to this withdrawal, $500 of the $1,500 gross withdrawal is not considered excess.

Total gross withdrawals during the contract year are $ 6,000 ($3,000 + $1,500 + $1,500). The adjustment is the
lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal,
$1,000, and the amount of the current gross withdrawal, $1,500.

If the Account Value after the part of the gross withdrawal that was within the Maximum Annual Withdrawal, $500,
is $49,500, then the Maximum Annual Withdrawal is reduced by 2.02% ($1,000 / $49,500) to $ 4,899 ((1 - 2.02%) *
$5,000) .

Another withdrawal is taken during that same contract year in the amount of $400 net, with $100 of surrender
charges. Total gross withdrawals during the contract year are $6,500 ($3,000 + $1,500 + $1,500 + $500). The
adjustment to the MAW is the lesser of the amount by which the total gross withdrawals for the year exceed the
Maximum Annual Withdrawal, $ 1,500, and the amount of the current gross withdrawal, $500.

If the Account Value before this withdrawal is $48,500, then the Maximum Annual Withdrawal is reduced by 1.03%
($500 / $48,500) to $4,849 ((1 - 1.03%) * $4,899).

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APPENDIX I
	Examples of Fixed Allocation Funds Automatic Rebalancing

The following examples are designed to assist you in understanding how Fixed Allocation Funds Automatic
Rebalancing works. The examples assume that there are no investment earnings or losses.

I. Subsequent Payments

A. Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 100% to Accepted
Funds. No Fixed Allocation Funds Automatic Rebalancing would occur, because this allocation meets the required
investment option allocation.

B. Assume that on Day 2, the owner deposits an additional payment of $ 500,000, bringing the total contract value
to $600,000, and allocates this deposit 100% to Other Funds. Because the percentage allocated to the Fixed
Allocation Funds (0%) is less than 30% of the total amount allocated to the Fixed Allocation Funds and the Other
Funds, we will automatically reallocate $150,000 from the amount allocated to the Other Funds (30% of the
$500,000 allocated to the Other Funds) to the Fixed Allocation Funds. Your ending allocations will be $100,000 to
Accepted Funds, $ 150,000 to the Fixed Allocation Funds, and $350,000 to Other Funds.

II. Partial Withdrawals

A. Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 65% to Accepted
Funds ($65,000), 30% to the Fixed Allocation Funds ($30,000), and 5% to Other Funds ($5,000). No Fixed
Allocation Funds Automatic Rebalancing would occur, because this allocation meets the required investment option
allocation.

B. Assume that on Day 2, the owner requests a partial withdrawal of $29,000 from the Fixed Allocation Funds.
Because the remaining amount allocated to the Fixed Allocation Funds ($1,000) is less than 30% of the total amount
allocated to the Fixed Allocation Funds and the Other Funds, we will automatically reallocate $800 from the Other
Funds to the Fixed Allocation Funds, so that the amount allocated to the Fixed Allocation Funds ($ 1,800) is 30% of
the total amount allocated to the Fixed Allocation Funds and Other Funds ($ 6,000).

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APPENDIX J
	ING LifePay Plus and ING Joint LifePay Plus

Important Note : The information immediately below pertains to the form of the ING LifePay
Plus and ING Joint LifePay Plus riders available for sale on and after April 28, 2008 through
May 1, 2009 in states where approved (page J9 for the ING Joint LifePay Plus rider). If this form
of the ING LifePay Plus or ING Joint LifePay Plus rider is not yet approved for sale in your state,
or if you purchased a prior version, please see page J18 for more information (page J27 for the
ING Joint LifePay Plus rider).

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

Eligibility. The annuitant must be the owner or one of the owners, unless the owner is a non-natural owner.
Joint annuitants are not allowed. The maximum issue age is 80 (owner and annuitant must age qualify). The issue
age is the age of the owner (or the annuitant if there are joint owners or the owner is non-natural) on the rider
effective date. The ING LifePay Plus rider is subject to broker/dealer availability. Please note that the ING
LifePay Plus rider will not be issued until your contract value is allocated in accordance with the investment
option restrictions described in "Investment Option Restrictions," below.

Contracts issued on and after November 1, 2004 are eligible for the ING LifePay Plus rider, subject to the
conditions, requirements and limitations of the prior paragraph. Such Contracts must not already have a living
benefit rider. Or if your Contract already has the ING LifePay or ING LifePay Plus rider, then you may be eligible
to elect this version of the ING LifePay Plus rider for a limited time. There is an election form for this purpose.
Please contact the Customer Service Center for more information.

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

Charge. The charge for the ING LifePay Plus rider, a living benefit, is deducted quarterly from your contract
value:


Maximum Annual Charge	Current Annual Charge
1.30%	0.85%

This quarterly charge is a percentage of the ING LifePay Plus Base. The current annual charge is 0.75% if this
rider was purchased before January 12, 2009. We deduct the charge in arrears based on the contract date
(contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter
following the rider effective date. If the rider is elected at contract issue, the rider effective date is the same as
the contract date. If the rider is added after contract issue, the rider effective date will be the date of the
Contract's next following quarterly contract anniversary. A quarterly contract anniversary occurs once each
quarter of a contract year from the contract date. The charge will be pro-rated when the rider is terminated.
Charges will no longer be deducted once your rider enters the Lifetime Automatic Periodic Benefit Status.
Lifetime Automatic Periodic Benefit Status occurs when your contract value is reduced to zero and other
conditions are met. We reserve the right to increase the charge for the ING LifePay Plus rider upon the Annual
Ratchet once the Lifetime Withdrawal Phase begins. Before January 12, 2009, we reserve the right to increase
the charge for the ING LifePay Plus rider upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins.
You will never pay more than new issues of this rider, subject to the maximum annual charge. We promise not

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to increase the charge for your first five contract years. For more information about how this rider works,
please see "Living Benefit Riders - ING LifePay Plus Minimum Guaranteed Withdrawal Benefit ("ING
LifePay Plus") Rider."

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest
Allocations, we deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more
information about the Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix
C.

No Cancellation. Once you purchase the ING LifePay Plus rider, you may not cancel it unless you: a) cancel
the Contract during the Contract's free look period; b) surrender the Contract; c) begin the income phase and
start receiving annuity payments; or d) otherwise terminate the Contract pursuant to its terms. These events
automatically cancel the ING LifePay Plus rider.

Termination. The ING LifePay Plus rider is a "living benefit," which means the guaranteed benefits offered
are intended to be available to you while you are living and while your Contract is in the accumulation phase.
The optional rider automatically terminates if you: Terminate your Contract pursuant to its terms during the
accumulation phase, surrender your Contract, or begin receiving income phase payments in lieu of payments
under the ING LifePay Plus rider; or Die during the accumulation phase (first owner to die if there are multiple
Contract owners, or death of annuitant if Contract owner is not a natural person), unless your spouse beneficiary
elects to continue the Contract. The ING LifePay Plus rider also terminates with a change in Contract
ownership (other than a spousal beneficiary continuation on your death). Other circumstances that may cause
the ING LifePay Plus rider to terminate automatically are discussed below.

Highlights. This paragraph introduces the terminology of the ING LifePay Plus rider and how its components
generally work together. Benefits and guarantees are subject to the terms, conditions and limitations of the ING
LifePay Plus rider. More detailed information follows below, with the capitalized words that are underlined
indicating headings for ease of reference. The ING LifePay Plus rider guarantees an amount available for
withdrawal from the Contract in any contract year once the Lifetime Withdrawal Phase begins - we use the ING
LifePay Plus Base as part of the calculation of the Maximum Annual Withdrawal . The guarantee continues when
the ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, at which time we will pay you
periodic payments in an annual amount equal to the Maximum Annual Withdrawal (since Contract value would be
zero) until the annuitant's death. The ING LifePay Plus Base is eligible for Annual Ratchets and 6% Compounding
Step - Ups (Quarterly Ratchets and 7% Compounding Step-Ups if this rider was purchased before January 12, 2009),
and subject to adjustment for any Excess Withdrawals . The ING LifePay Plus rider has an allowance for
withdrawals from a Contract subject to the Required Minimum Distribution rules of the Tax Code that would
otherwise be Excess Withdrawals. The ING LifePay Plus rider has a death benefit that is payable upon the owner's
death only when the ING LifePay Plus Death Benefit Base is greater than the Contract's death benefit. The ING
LifePay Plus rider allows for spousal continuation.

ING LifePay Plus Base . The ING LifePay Plus Base is first calculated when you purchase the ING LifePay
Plus rider: On the Contract date - equal to the initial premium; or After the Contract date - equal to the Contract
value on the effective date of the rider.

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

Withdrawals and Excess Withdrawals. Once the Lifetime Withdrawal Phase begins, withdrawals within a
contract year up to the Maximum Annual Withdrawal, including for payment of third-party investment advisory
fees, have no impact on the ING LifePay Plus Base. These withdrawals will not incur surrender charges, or a
negative Market Value Adjustment associated with any Fixed Account Allocations.

Say for example the current Contract value is $90,000 on a Contract with the ING LifePay Plus rider in the
Lifetime Withdrawal Phase. The ING LifePay Plus Base is $100,000, and the Maximum Annual Withdrawal is
$5,000. Even though a withdrawal of $5,000 would reduce the Contract value to $85,000, the ING LifePay

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Plus Base would remain at its current level (as would the Maximum Annual Withdrawal as well) since the
withdrawal did not exceed the Maximum Annual Withdrawal. See below for more information about the
Maximum Annual Withdrawal.

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

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

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

If this rider was purchased before January 12, 2009, the ING LifePay Plus Base is recalculated on each
quarterly contract anniversary (once each quarter of a contract year from the contract date). We call this
recalculation a Quarterly Ratchet.

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

If this rider was purchased before January 12, 2009, we reserve the right to increase the charge for this rider
upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins. You will never pay more than new
issues of the rider, subject to the maximum annual charge, and we promise not to increase the charge for your
first five contract years. Canceling a forthcoming Quarterly Ratchet to avoid the charge increase will have the
same outcome.

6% Compounding Step-Up. The ING LifePay Plus Base is recalculated on each of the first ten contract
anniversaries after the rider effective date, SO LONG AS you took no withdrawals during the preceding
contract year - to equal the greatest of: the current ING LifePay Plus Base; the current Contract value; and the
ING LifePay Plus Base on the previous contract anniversary, increased by 6%, plus any premiums received and
minus any withdrawals for payment of third -party investment advisory fees since the previous contract
anniversary. We call this recalculation a 6% Compounding Step-Up.

If this rider was purchased before January 12, 2009, the step-up is 7%, which we call a 7% Compounding Step -
Up.

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Please note that there are no partial 6% Compounding Step- Ups. The 6% Compounding Step -Up is not pro-
rated. So for existing Contracts to which this rider is attached (a post Contract issuance election), the first
opportunity for a 6% Compounding Step-Up will not be until the first contract anniversary after a full contract
year has elapsed since the rider effective date.

If this rider was purchased before January 12, 2009, the step-up is 7%, which we call a 7% Compounding Step -
Up. The 7% Compounding Step-Up is not pro-rated.

Say for example that with a Contract purchased on January 1, 2007, the contract owner decides to add the ING
LifePay Plus rider on March 15, 2007. The rider effective date is April 1, 2007, which is the date of the
Contract's next following quarterly contract anniversary. Because on January 1, 2008 a full contract year will
not have elapsed since the rider effective date, the ING LifePay Plus Base will not be eligible for a Step-up.
Rather, the first opportunity for a Step -up with this Contract is on January 1, 2009.

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


1)	the date annuity payments begin (see "The Annuity Options");
2)	reduction of the Contract value to zero by an Excess Withdrawal;
3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal;
4)	surrender of the Contract; or
5)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
	person owner), unless your spouse beneficiary elects to continue the Contract.

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

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

The Maximum Annual Withdrawal Percentages are:


	Ages
4%	59½ to 64
5%	65 to75
6%	76 to79
7%	80+

If this rider was purchased before January 12, 2009, the Maximum Annual Withdrawal Percentages are:


	Ages
5%	59½ to 69
6%	70 to 79
7%	80+

The Maximum Annual Withdrawal is thereafter recalculated whenever the ING LifePay Base is recalculated,
for example, upon the Annual Ratchet or 6% Compounding Step-Up (Quarterly Ratchet or 7% Compounding
Step-Up if this rider was purchased before January 12, 2009). Also, the Maximum Annual Withdrawal
Percentage can increase with the Annual Ratchet as the annuitant grows older.

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In the event on the date the Lifetime Withdrawal Phase begins the Contract value is greater than the ING
LifePay Plus Base, then before the Maximum Annual Withdrawal is first calculated, the ING LifePay Plus Base
will be set equal to the Contract value. The greater the ING LifePay Plus Base, the greater the amount
guaranteed to be available to you for withdrawals under the ING LifePay Plus rider in calculating the Maximum
Annual Withdrawal for the first time. Also, if the Contract's annuity commencement date is reached while the
ING LifePay Plus rider is in the Lifetime Withdrawal Phase, then you may elect a life only annuity option, in
lieu of the Contract's other annuity options, under which we will pay the greater of the annuity payout under the
Contract and equal annual payments of the Maximum Annual Withdrawal. For more information about the
Contract's annuity options, see "The Annuity Options."

Required Minimum Distributions. The ING LifePay Plus rider allows for withdrawals from a Contract
subject to the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual
Withdrawal without causing a pro-rata reduction of the ING LifePay Plus Base and recalculation of the
Maximum Annual Withdrawal. If your Required Minimum Distribution for a calendar year (determined on a
date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual
Withdrawal on that date, then an Additional Withdrawal Amount will be set equal to that portion of the
Required Minimum Distribution that exceeds the Maximum Annual Withdrawal. Once you have taken the
Maximum Annual Withdrawal for the then current Contract year, the dollar amount of any additional
withdrawals will count first against and reduce any unused Additional Withdrawal Amount for the previous
calendar year followed by any Additional Withdrawal Amount for the current calendar year - without
constituting an Excess Withdrawal. See Appendix H, Illustration 3 for an example.

Withdrawals that exceed the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts
are Excess Withdrawals that will cause a pro-rata reduction of the ING LifePay Plus Base and the Maximum
Annual Withdrawal to be recalculated. See Appendix H, Illustration 5 for an example of the consequences of
an Excess Withdrawal with an Additional Withdrawal Amount. The Additional Withdrawal Amount is
available on a calendar year basis and recalculated every January, reset to equal that portion of the Required
Minimum Distribution for that calendar year that exceeds the Maximum Annual Withdrawal on that date. Any
unused amount of the Additional Withdrawal Amount carries over into the next calendar year and is available
through the end of that year, at which time any amount remaining will expire. See Appendix H, Illustration 4
for an example of the Additional Withdrawal Amount being carried over. Please note that there is no
adjustment to the Additional Withdrawal Amount for Annual Ratchets (Quarterly Ratchets if this rider
was purchased before January 12, 2009) or upon spousal continuation of the ING LifePay Plus Rider.

Lifetime Automatic Periodic Benefit Status. The ING LifePay Plus rider enters Lifetime Automatic Periodic
Benefit Status when your Contract value is reduced to zero other than by an Excess Withdrawal. (A withdrawal in
excess of the Maximum Annual Withdrawal that causes your Contract value to be reduced to zero will terminate the
ING LifePay Plus rider.) You will no longer be entitled to make withdrawals, but instead will begin to receive
periodic payments in an annual amount equal to the Maximum Annual Withdrawal. When the rider enters Lifetime
Automatic Periodic Benefit Status: the Contract will provide no further benefits (including death benefits) other
than as provided under the ING LifePay Plus rider; no further premium payments will be accepted; and any other
riders attached to the Contract will terminate, unless otherwise specified in that rider.

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

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

In the event Contract value is reduced to zero before the Lifetime Withdrawal Phase begins, Lifetime Automatic
Periodic Benefit Status is deferred until the contract anniversary on or after the annuitant is age 59½. During this
time, the ING LifePay Plus rider's death benefit remains payable upon the annuitant's death. Also, the ING LifePay
Plus Base remains eligible for the 6% Compounding Step-Ups (7% Compounding Step-Ups if this rider was

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purchased before January 12, 2009). Once the ING LifePay Plus rider enters the Lifetime Automatic Periodic
Benefit Status, periodic payments will begin in an annual amount equal to the applicable Maximum Annual
Withdrawal Percentage, based on the annuitant's age, multiplied by the ING LifePay Plus Base.

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

Investment Option Restrictions. While the ING LifePay Plus rider is in effect, there are limits on the
portfolios to which your Contract value may be allocated. Contract value allocated to portfolios other than Accepted
Funds will be rebalanced so as to maintain at least a specified percentage of such Contract value in the Fixed
Allocation Funds, which percentage depends on the rider's purchase date:


Rider Purchase Date	Fixed Allocation Fund Percentage
Currently	30%
Before January 12, 2009	25%
Before October 6, 2008	20%

See "Fixed Allocation Funds Automatic Rebalancing," below. We have these investment option restrictions to
lessen the likelihood we would have to make payments under this rider. We require this allocation regardless of
your investment instructions to the Contract. The ING LifePay Plus rider will not be issued until your Contract
value is allocated in accordance with these investment option restrictions. The timing of when and how we apply
these investment option restrictions is discussed further below.


Accepted Funds. Currently, the Accepted Funds are:

BlackRock Global Allocation V.I. Fund	ING Retirement Conservative Portfolio
ING American Funds Asset Allocation Portfolio	ING Retirement Growth Portfolio
ING American Funds World Allocation Portfolio	ING Retirement Moderate Growth Portfolio
ING Invesco Van Kampen Equity and Income Portfolio	ING Retirement Moderate Portfolio
ING Liquid Assets Portfolio	ING T. Rowe Price Capital Appreciation Portfolio
ING MFS Total Return Portfolio	Fixed Interest Allocation
ING Oppenheimer Active Allocation Portfolio

If this rider was purchased before January 12, 2009, the following are additional Accepted Funds:

ING Franklin Templeton Founding Strategy Portfolio

ING WisdomTree SM Global High-Yielding Equity Index Portfolio

No rebalancing is necessary when Contract value is allocated entirely to Accepted Funds. We may change

these designations at any time upon 30 days notice to you. If a change is made, the change will apply to

Contract value allocated to such portfolios after the date of the change.


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

ING American Funds Bond Portfolio	ING PIMCO Total Return Bond Portfolio
ING BlackRock Inflation Protected Bond Portfolio	ING Intermediate Bond Portfolio
ING U.S. Bond Index Portfolio

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

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

Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is less
than the specified percentage noted above of the total Contract value allocated among the Fixed Allocation
Funds and Other Funds on any ING LifePay Plus Rebalancing Date, we will automatically rebalance the
Contract value allocated to the Fixed Allocation Funds and Other Funds so that the specified percentage of this
amount is allocated to the Fixed Allocation Funds. The specified percentage depends on the rider's purchase
date. Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is
done on a pro-rata basis from the Other Funds to the Fixed Allocation Funds and will be the last transaction
processed on that date. The ING LifePay Plus Rebalancing Dates occur on each Contract anniversary and after
the following transactions:


1)	receipt of additional premiums;
2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or
	specifically directed by you;
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

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

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

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

ING LifePay Plus Death Benefit Base. The ING LifePay Plus rider has a death benefit that is payable upon
the owner's death only when the ING LifePay Plus Death Benefit Base is greater than the Contract's death
benefit. The ING LifePay Plus Death Benefit Base is first calculated when you purchase the ING LifePay Plus
rider: On the Contract date - equal to the initial premium; Or after the Contract date - equal to the Contract
value on the rider effective date.

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

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There is no additional charge for the death benefit associated with the ING LifePay Plus rider. Please note that
the ING LifePay Plus Death Benefit Base is not eligible to participate in Annual Ratchets or 6% Compounding
Step-Ups (Quarterly Ratchets and 7% Compounding Step-Ups if this rider was purchased before January 12,
2009).

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

Spousal Continuation. If the surviving spouse of the deceased owner continues the Contract (see "Death
Benefit Choices - Continuation After Death - Spouse"), the rider will also continue, provided the spouse
becomes the annuitant and sole owner. At the time the Contract is continued, the ING LifePay Plus Base is
recalculated to equal the Contract value, inclusive of the guaranteed death benefit - UNLESS the continuing
spouse is a joint owner and the original annuitant, OR the Lifetime Withdrawal Phase has not yet begun. In this
case, the ING LifePay Plus Base is recalculated to equal the greater of: the Contract value, inclusive of the
guaranteed death benefit; and the last calculated ING LifePay Plus Base, subject to pro-rata adjustment for any
withdrawals before spousal continuation. Regardless, the ING LifePay Plus rider's guarantees resume on the
next quarterly contract anniversary following spousal continuation. Any withdrawals after spousal continuation
of the Contract but before the ING LifePay Plus rider's guarantees resume are Excess Withdrawals. The ING
LifePay Plus rider remains eligible for the Annual Ratchet upon recalculation of the ING LifePay Plus Base
(Quarterly Ratchets if this rider was purchased before January 12, 2 009).

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

Please note, if the Contract value is greater than the ING LifePay Plus Base on the date the Lifetime Withdrawal
Phase begins, then the ING LifePay Plus Base will be set equal to the Contract value before the Maximum
Annual Withdrawal is first calculated. Also, upon spousal continuation, the ING LifePay Plus Death Benefit
Base equals the ING LifePay Plus Death Benefit Base before the owner's death, subject to any pro-rata
adjustment for any withdrawals before spousal continuation of the rider.

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

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


1)	spousal continuation as described above;
2)	change of owner from one custodian to another custodian;
3)	change of owner from a custodian for the benefit of an individual to the same individual;
4)	change of owner from an individual to a custodian for the benefit of the same individual;
5)	collateral assignments;
6)	change in trust as owner where the individual owner and the grantor of the trust are the same
	individual;

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7)	change of owner from an individual to a trust where the individual owner and the grantor of the trust
	are the same individual;
8)	change of owner from a trust to an individual where the individual owner and the grantor of the trust
	are the same individual; and
9)	change of owner pursuant to a court order.

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

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

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

Important Note: The below information pertains to the form of the ING Joint LifePay Plus rider available
for sale beginning on and after April 28, 2008 through May 1, 2009, in states where approved. If this form
of the ING Joint LifePay Plus rider is not yet approved for sale in your state, or if you purchased a prior
version, please see page J27.

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

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


1)	for nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that
	spouse does not automatically become sole primary beneficiary pursuant to the terms of the Contract),
	or the change of one joint owner to a person other than an Active Spouse;
2)	for nonqualified contracts where one spouse is the owner and the other spouse is the sole primary
	beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who
	is not also an Active Spouse or any change of beneficiary (including the addition of primary
	beneficiaries); or
3)	the spouse's death.

An owner may also request that a spouse be deactivated. Both owners must agree when there are joint owners.
However, all charges for the ING Joint LifePay Plus rider would continue to apply, even after a spouse is
deactivated, regardless of the reason. So please be sure to understand the impact of any beneficiary or
owner changes on the ING Joint LifePay Plus rider before requesting any changes. Also, please note that
a divorce terminates the ability of an ex-spouse to continue the Contract. See "Divorce" below for more
information.

Charge. The charge for the ING Joint LifePay Plus rider, a living benefit, is deducted quarterly from your
contract value:


Maximum Annual Charge	Current Annual Charge
1.50%	1.05%

This quarterly charge is a percentage of the ING LifePay Plus Base. The current annual charge is 0.95% if this
rider was purchased before January 12, 2009. We deduct the charge in arrears based on the contract date
(contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter
following the rider effective date. If the rider is elected at contract issue, the rider effective date is the same as
the contract date. If the rider is added after contract issue, the rider effective date will be the date of the
Contract's next following quarterly contract anniversary. A quarterly contract anniversary occurs once each
quarter of a contract year from the contract date. The charge will be pro-rated when the rider is terminated.
Charges will no longer be deducted once your rider enters the Lifetime Automatic Periodic Benefit Status.
Lifetime Automatic Periodic Benefit Status occurs when your contract value is reduced to zero and other
conditions are met. We reserve the right to increase the charge for the ING Joint LifePay Plus rider upon the
Annual Ratchet once the Lifetime Withdrawal Phase begins. Before January 12, 2009, we reserve the right to
increase the charge for the ING Joint LifePay Plus rider upon a Quarterly Ratchet once the Lifetime Withdrawal
Phase begins. You will never pay more than new issues of this rider, subject to the maximum annual charge.
We promise not to increase the charge for your first five contract years. For more information about how this
rider works, please see "Living Benefit Riders - ING Joint LifePay Plus Minimum Guaranteed Withdrawal
Benefit ("ING Joint LifePay Plus") Rider."

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J10

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest
Allocations, we deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more
information about the Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix
C.

No Cancellation. Once you purchase the ING Joint LifePay Plus rider, you may not cancel it unless you: a)
cancel the Contract during the Contract's free look period; b) surrender the Contract; c) begin the income phase
and start receiving annuity payments; or d) otherwise terminate the Contract pursuant to its terms. These events
automatically cancel the ING Joint LifePay Plus rider.

Termination. The ING Joint LifePay Plus rider is a "living benefit," which means the guaranteed benefits
offered are intended to be available to you and your spouse while you are living and while your Contract is in
the accumulation phase. The optional rider automatically terminates if you: Terminate your Contract pursuant
to its terms during the accumulation phase, surrender your Contract, or begin receiving income phase payments
in lieu of payments under the ING Joint LifePay Plus rider; or Die during the accumulation phase (first owner to
die if there are multiple Contract owners, or death of annuitant if Contract owner is not a natural person), unless
your spouse beneficiary elects to continue the Contract (and your spouse is an Active Spouse). The ING Joint
LifePay Plus rider also terminates with a change in Contract ownership (other than a spousal beneficiary
continuation on your death by an Active Spouse). Other circumstances that may cause the ING Joint LifePay
Plus rider to terminate automatically are discussed below.

Highlights. This paragraph introduces the terminology of the ING Joint LifePay Plus rider and how its
components generally work together. Benefits and guarantees are subject to the terms, conditions and limitations of
the ING Joint LifePay Plus rider. More detailed information follows below, with the capitalized words that are
underlined indicating headings for ease of reference. The ING Joint LifePay Plus rider guarantees an amount
available for withdrawal from the Contract in any contract year once the Lifetime Withdrawal Phase begins - we use
the ING LifePay Plus Base as part of the calculation of the Maximum Annual Withdrawal . The guarantee continues
when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status , at which time we will pay
you periodic payments in an annual amount equal to the Maximum Annual Withdrawal (since Contract value would
be zero) until the last Active Spouse's death. The ING LifePay Plus Base is eligible for Annual Ratchets and 6%
Compounding Step - Ups (Quarterly Ratchets and 7% Compounding Step-Ups if this rider was purchased before
January 12, 2009), and subject to adjustment for any Excess Withdrawals . The ING Joint LifePay Plus rider has an
allowance for withdrawals from a Contract subject to the Required Minimum Distribution rules of the Tax Code that
would otherwise be Excess Withdrawals. The ING Joint LifePay Plus rider has a death benefit that is payable upon
the owner's death only when the ING LifePay Plus Death Benefit Base is greater than the Contract's death benefit.
The ING Joint LifePay Plus rider allows for spousal continuation.

ING LifePay Plus Base. The ING LifePay Plus Base is first calculated when you purchase the ING Joint
LifePay Plus rider: On the Contract date - equal to the initial premium; or After the Contract date - equal to the
Contract value on the effective date of the rider.

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

Withdrawals and Excess Withdrawals. Once the Lifetime Withdrawal Phase begins, withdrawals within a
contract year up to the Maximum Annual Withdrawal, including for payment of third-party investment advisory
fees, have no impact on the ING LifePay Plus Base. These withdrawals will not incur surrender charges, or a
negative Market Value Adjustment associated with any Fixed Account Allocations.

Say for example the current Contract value is $90,000 on a Contract with the ING Joint LifePay Plus rider in
the Lifetime Withdrawal Phase. The ING LifePay Plus Base is $100,000, and the Maximum Annual
Withdrawal is $5,000. Even though a withdrawal of $5,000 would reduce the Contract value to $ 85,000, the
ING LifePay Plus Base would remain at its current level (as would the Maximum Annual Withdrawal as well)
since the withdrawal did not exceed the Maximum Annual Withdrawal. See below for more information about
the Maximum Annual Withdrawal.

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J11

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

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

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

If this rider was purchased before January 12, 2009, the ING LifePay Plus Base is recalculated on each
quarterly contract anniversary (once each quarter of a contract year from the contract date). We call this
recalculation a Quarterly Ratchet.

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

If this rider was purchased before January 12, 2009, we reserve the right to increase the charge for this rider
upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins. You will never pay more than new
issues of the rider, subject to the maximum annual charge, and we promise not to increase the charge for your
first five contract years. Canceling a forthcoming Quarterly Ratchet to avoid the charge increase will have the
same outcome.

6% Compounding Step-Up. The ING LifePay Plus Base is recalculated on each of the first ten contract
anniversaries after the rider effective date, SO LONG AS you took no withdrawals during the preceding
contract year - to equal the greatest of: the current ING LifePay Plus Base; the current Contract value; and the
ING LifePay Plus Base on the previous contract anniversary, increased by 6%, plus any premiums received and
minus any withdrawals for payment of third -party investment advisory fees since the previous contract
anniversary. We call this recalculation a 6% Compounding Step-Up.
If this rider was purchased before January 12, 2009, the step-up is 7%, which we call a 7% Compounding Step -
Up.

Please note that there are no partial 6% Compounding Step- Ups. The 6% Compounding Step -Up is not pro-
rated. So for existing Contracts to which this rider is attached (a post Contract issuance election), the first
opportunity for a 6% Compounding Step-Up will not be until the first contract anniversary after a full contract
year has elapsed since the rider effective date.

If this rider was purchased before January 12, 2009, the step-up is 7%, which we call the 7% Compounding
Step-Up. The 7% Compounding Step -Up is not pro-rated.

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J12

Say for example that with a Contract purchased on January 1, 2007, the contract owner decides to add the ING

Joint LifePay Plus rider on March 15, 2007. The rider effective date is April 1, 2007, which is the date of the

Contract's next following quarterly contract anniversary. Because on January 1, 2008 a full contract year will

not have elapsed since the rider effective date, the ING LifePay Plus Base will not be eligible for a step-up.

Rather, the first opportunity for a step-up with this Contract is on January 1, 2009.

Lifetime Withdrawal Phase. The Lifetime Withdrawal Phase begins on the date of your first withdrawal

(except those for payment of third-party investment advisory fees), SO LONG AS the youngest Active Spouse is

age 59½. On this date, the ING LifePay Plus Base is recalculated to equal the greater of the current ING LifePay

Plus Base or the current Contract value. The Lifetime Withdrawal Phase will continue until the earliest of:


1)	the date annuity payments begin (see "The Annuity Options");
2)	reduction of the Contract value to zero by an Excess Withdrawal;
3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal;
4)	surrender of the Contract;
5)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
	person owner), unless your spouse beneficiary is an Active Spouse who elects to continue the Contract;
	or
6)	the last Active Spouse dies.

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

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

The Maximum Annual Withdrawal Percentages are:


	Ages
4%	59½ to 64
5%	65 to75
6%	76 to79
7%	80+

If this rider was purchased before January 12, 2009, the Maximum Annual Withdrawal Percentages are:


	Ages
4%	59½ to 64
5%	65 to 69
6%	70 to 79
7%	80+

The Maximum Annual Withdrawal is thereafter recalculated whenever the ING LifePay Plus Base is
recalculated, for example, upon the Annual Ratchet or 6% Compounding Step-Up (Quarterly Ratchet or 7%
Compounding Step -Up if this rider was purchased before January 12, 2009) . Also, the Maximum Annual
Withdrawal Percentage can increase with the Annual Ratchet as the younger Active Spouse grows older.

In the event on the date the Lifetime Withdrawal Phase begins the Contract value is greater than the ING
LifePay Plus Base, then before the Maximum Annual Withdrawal is first calculated, the ING LifePay Plus Base
will be set equal to the Contract value. The greater the ING LifePay Plus Base, the greater the amount
guaranteed to be available to you for withdrawals under the ING Joint LifePay Plus rider in calculating the
Maximum Annual Withdrawal for the first time. Also, if the Contract's annuity commencement date is reached

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J13

while the ING Joint LifePay Plus rider is in the Lifetime Withdrawal Phase, then you may elect a life only
annuity option, in lieu of the Contract's other annuity options, under which we will pay the greater of the
annuity payout under the Contract and equal annual payments of the Maximum Annual Withdrawal. For more
information about the Contract's annuity options, see "The Annuity Options."

Required Minimum Distributions. The ING Joint LifePay Plus rider allows for withdrawals from a Contract
subject to the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual
Withdrawal without causing a pro-rata reduction of the ING LifePay Plus Base and recalculation of the
Maximum Annual Withdrawal. If your Required Minimum Distribution for a calendar year (determined on a
date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual
Withdrawal on that date, then an Additional Withdrawal Amount will be set equal to that portion of the
Required Minimum Distribution that exceeds the Maximum Annual Withdrawal. Once you have taken the
Maximum Annual Withdrawal for the then current Contract year, the dollar amount of any additional
withdrawals will count first against and reduce any unused Additional Withdrawal Amount for the previous
calendar year followed by any Additional Withdrawal Amount for the current calendar year - without
constituting an Excess Withdrawal. See Appendix H, Illustration 3 for an example.

Withdrawals that exceed the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts
are Excess Withdrawals that will cause a pro-rata reduction of the ING LifePay Plus Base and the Maximum
Annual Withdrawal to be recalculated. See Appendix H, Illustration 5 for an example of the consequences of
an Excess Withdrawal with an Additional Withdrawal Amount. The Additional Withdrawal Amount is
available on a calendar year basis and recalculated every January, reset to equal that portion of the Required
Minimum Distribution for that calendar year that exceeds the Maximum Annual Withdrawal on that date. Any
unused amount of the Additional Withdrawal Amount carries over into the next calendar year and is available
through the end of that year, at which time any amount remaining will expire. See Appendix H, Illustration 4
for an example of the Additional Withdrawal Amount being carried over. Please note that there is no
adjustment to the Additional Withdrawal Amount for Annual Ratchets (Quarterly Ratchets if this rider
was purchased before January 12, 2009) or upon spousal continuation of the ING Joint LifePay Plus
Rider.

Lifetime Automatic Periodic Benefit Status. The ING Joint LifePay Plus rider enters Lifetime Automatic
Periodic Benefit Status when your Contract value is reduced to zero other than by an Excess Withdrawal. (A
withdrawal in excess of the Maximum Annual Withdrawal that causes your Contract value to be reduced to zero will
terminate the ING Joint LifePay Plus rider.) You will no longer be entitled to make withdrawals, but instead will
begin to receive periodic payments in an annual amount equal to the Maximum Annual Withdrawal. When the rider
enters Lifetime Automatic Periodic Benefit Status: the Contract will provide no further benefits (including death
benefits) other than as provided under the ING Joint LifePay Plus rider; no further premium payments will be
accepted; and any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

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

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

In the event Contract value is reduced to zero before the Lifetime Withdrawal Phase begins, Lifetime Automatic
Periodic Benefit Status is deferred until the contract anniversary on or after the youngest Active Spouse is age 59½.
During this time, the ING Joint LifePay Plus rider's death benefit remains payable upon the last Active Spouse's
death. Also, the ING LifePay Plus Base remains eligible for the 6% Compounding Step-Ups (7% Compounding
Step-Ups if this rider was purchased before January 12, 2009). Once the ING Joint LifePay Plus rider enters the
Lifetime Automatic Periodic Benefit Status, periodic payments will begin in an annual amount equal to the
applicable Maximum Annual Withdrawal Percentage, based on the youngest Active Spouse's age, multiplied by the
ING LifePay Plus Base. If an Active Spouse were to die while Lifetime Automatic Periodic Benefit Status is

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deferred, then when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, and the
annual amount of the periodic payments, would be based on the remaining Active Spouse's age.

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

Investment Option Restrictions. While the ING Joint LifePay Plus rider is in effect, there are limits on the
portfolios to which your Contract value may be allocated. Contract value allocated to portfolios other than Accepted
Funds will be rebalanced so as to maintain at least a specified percentage of such Contract value in the Fixed
Allocation Funds, which depends on the rider's purchase date:


Rider Purchase Date	Fixed Allocation Fund Percentage
Currently	30%
Before January 12, 2009	25%
Before October 6, 2008	20%

See "Fixed Allocation Funds Automatic Rebalancing," below. We have these investment option restrictions to
lessen the likelihood we would have to make payments under this rider. We require this allocation regardless of
your investment instructions to the Contract. The ING Joint LifePay Plus rider will not be issued until your Contract
value is allocated in accordance with these investment option restrictions. The timing of when and how we apply
these investment option restrictions is discussed further below.


Accepted Funds. Currently, the Accepted Funds are:

BlackRock Global Allocation V.I. Fund	ING Retirement Conservative Portfolio
ING American Funds Asset Allocation Portfolio	ING Retirement Growth Portfolio
ING American Funds World Allocation Portfolio	ING Retirement Moderate Growth Portfolio
ING Invesco Van Kampen Equity and Income Portfolio	ING Retirement Moderate Portfolio
ING Liquid Assets Portfolio	ING T. Rowe Price Capital Appreciation Portfolio
ING MFS Total Return Portfolio	Fixed Interest Allocation
ING Oppenheimer Active Allocation Portfolio

If this rider was purchased before January 12, 2009, the following are additional Accepted Funds:

ING Franklin Templeton Founding Strategy Portfolio

ING WisdomTree SM Global High-Yielding Equity Index Portfolio

No rebalancing is necessary when Contract value is allocated entirely to Accepted Funds. We may change

these designations at any time upon 30 days notice to you. If a change is made, the change will apply to

Contract value allocated to such portfolios after the date of the change.


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

ING American Funds Bond Portfolio	ING PIMCO Total Return Bond Portfolio
ING BlackRock Inflation Protected Bond Portfolio	ING Intermediate Bond Portfolio
ING U.S. Bond Index Portfolio

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

Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is less
than the specified percentage of the total Contract value allocated among the Fixed Allocation Funds and Other
Funds on any ING Joint LifePay Plus Rebalancing Date, we will automatically rebalance the Contract value
allocated to the Fixed Allocation Funds and Other Funds so that the specified percentage of this amount is
allocated to the Fixed Allocation Funds. The specified percentage depends on the rider's purchase date.
Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done
on a pro -rata basis from the Other Funds to the Fixed Allocation Funds and will be the last transaction
processed on that date. The ING Joint LifePay Plus Rebalancing Dates occur on each Contract anniversary and
after the following transactions:


1)	receipt of additional premiums;
2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or
	specifically directed by you;
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

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

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

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

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

ING LifePay Plus Death Benefit Base. The ING Joint LifePay Plus rider has a death benefit that is payable
upon the first owner's death only when the ING LifePay Plus Death Benefit Base is greater than the Contract's
death benefit. The ING LifePay Plus Death Benefit Base is first calculated when you purchase the ING Joint
LifePay Plus rider: On the Contract date - equal to the initial premium; Or after the Contract date - equal to the
Contract value on the rider effective date.

The ING LifePay Plus Death Benefit Base is increased by the dollar amount of any subsequent premiums and
subject to any withdrawal adjustments. The ING LifePay Plus Death Benefit Base is reduced by the dollar
amount of any withdrawals for payment of third-party investment advisory fees before the Lifetime Withdrawal

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Phase begins, and for any withdrawals once the Lifetime Withdrawal Phase begins that are not Excess
Withdrawals, including withdrawals for payment of third-party investment advisory fees. The ING LifePay
Plus Death Benefit Base is subject to a pro-rata reduction for an Excess Withdrawal. Please see "ING LifePay
Plus Base - Withdrawals and Excess Withdrawals" above for more information.

There is no additional charge for the death benefit associated with the ING Joint LifePay Plus rider. Please note
that the ING LifePay Plus Death Benefit Base is not eligible to participate in Annual Ratchets or 6%
Compounding Step -Ups (Quarterly Ratchets and 7% Compounding Step-Ups if this rider was purchased before
January 12, 2009).

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

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

The Maximum Annual Withdrawal is also recalculated; however, there is no Maximum Annual Withdrawal
upon spousal continuation until the Lifetime Withdrawal Phase begins on the date of the first withdrawal after
spousal continuation, SO LONG AS the last Active Spouse is age 59½. The Maximum Annual Withdrawal is
recalculated to equal the applicable Maximum Annual Withdrawal Percentage, based on the last Active
Spouse's age, multiplied by the ING LifePay Plus Base. There is no adjustment to the Additional Withdrawal
Amount upon spousal continuation of the ING Joint LifePay Plus rider for a Contract subject to the Required
Minimum Distribution rules of the Tax Code. Any withdrawals before the owner's death and spousal
continuation are counted in summing up your withdrawals in that contract year to determine whether the
Maximum Annual Withdrawal has been exceeded.

Please note, if the Contract value is greater than the ING LifePay Plus Base on the date the Lifetime Withdrawal
Phase begins, then the ING LifePay Plus Base will be set equal to the Contract value before the Maximum
Annual Withdrawal is first calculated. Also, upon spousal continuation, the ING LifePay Plus Death Benefit
Base equals the ING LifePay Plus Death Benefit Base before the owner's death, subject to any pro-rata
adjustment for any withdrawals before spousal continuation of the rider.

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


1)	spousal continuation as described above;
2)	change of owner from one custodian to another custodian;
3)	change of owner from a custodian for the benefit of an individual to the same individual (owner's
	spouse must be named sole primary beneficiary to remain an Active Spouse);
4)	change of owner from an individual to a custodian for the benefit of the same individual;
5)	collateral assignments;
6)	for nonqualified contracts only, the addition of a joint owner, provided the added joint owner is the
	original owner's spouse and is an Active Spouse when added as a joint owner;
7)	for nonqualified contracts only, the removal of a joint owner, provided the removed joint owner is an
	Active Spouse and becomes the sole primary beneficiary; and
8)	change of owner where the owner becomes the sole primary beneficiary and the sole primary
	beneficiary becomes the owner, provided both spouses are Active Spouses at the time of the change.

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is less than or equal to the Maximum Annual Withdrawal. Excess Withdrawals are subject to surrender charges,
whether or not the Lifetime Withdrawal Phase has begun. Once your Contract value is reduced to zero, any periodic
payments under the ING Joint LifePay Plus rider would not be subject to surrender charges. Moreover, with no
contract value, none of your contract level recurring charges (e.g., the Mortality and Expense Risk Charge) would be
deducted.

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

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

Important Note: The information immediately below pertains to the form of the ING LifePay Plus rider
available for sale on and after August 20, 2007 through April 28, 2008 in states where approved.

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

Purchase. In order to elect the ING LifePay Plus rider, the annuitant must be the owner or one of the owners,
unless the owner is a non-natural owner. Joint annuitants are not allowed. The maximum issue age is 80. The issue
age is the age of the owner (or the annuitant if there are joint owners or the owner is non-natural) on the Contract
anniversary on which the rider is effective. Some broker-dealers may limit the availability of the rider to younger
ages. The ING LifePay Plus rider is available for Contracts issued on and after August 20, 2007 (subject to
availability and state approvals) that do not already have a living benefit rider. The ING LifePay Plus rider will not
be issued if the initial allocation to investment options is not in accordance with the investment option restrictions
described in "Investment Option Restrictions," below. The Company in its discretion may allow the rider to be
elected after a contract has been issued without it, subject to certain conditions. Contact the Customer Service
Center for more information. Such election must be received in good order, including compliance with the
investment restrictions described below. The rider will be effective as of the following quarterly Contract
anniversary

Rider Date. The rider date is the date the ING LifePay Plus rider becomes effective. If you purchase the ING
LifePay Plus rider when the Contract is issued, the rider date is also the Contract date.

Charge. The charge for the ING LifePay Plus rider, a living benefit, is deducted quarterly from your contract
value:


Maximum Annual Charge	Current Annual Charge
2.00%	0.60%

This quarterly charge is a percentage of the ING LifePay Plus Base. We deduct the charge in arrears based on
the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of
the first quarter from the contract date. If the rider is added after contract issue, the rider and charges will begin
on the next following quarterly contract anniversary. The charge will be pro-rated when the rider is terminated.
Charges are deducted through the date your rider enters either the Automatic Periodic Benefit Status or Lifetime
Automatic Periodic Benefit Status. Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit
Status occurs if your contract value is reduced to zero and other conditions are met. The current charge can
change upon a reset after your first five contract years. You will never pay more than the maximum annual
charge.

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest
Allocations, we deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more
information about the Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix

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C. We reserve the right to change the charge for this rider, subject to the maximum annual charge. If changed,
the new charge will only apply to riders issued after the change.

No Cancellation. Once you purchase the ING LifePay Plus rider, you may not cancel it unless you cancel the
Contract during the Contract's free look period, surrender, annuitize or otherwise terminate the Contract. These
events automatically cancel the ING LifePay Plus rider.

Termination. The ING LifePay Plus rider is a "living benefit," which means the guaranteed benefits offered
are intended to be available to you while you are living and while your Contract is in the accumulation phase.
The optional rider automatically terminates if you:


1)	annuitize, surrender or otherwise terminate your Contract during the accumulation phase; or

2)	die during the accumulation phase (first owner to die if there are multiple Contract owners, or death
	of annuitant if Contract owner is not a natural person), unless your spouse beneficiary elects to
	continue the Contract.

The ING LifePay Plus rider will also terminate if there is a change in Contract ownership (other than a spousal
beneficiary continuation on your death). Other circumstances that may cause the ING LifePay Plus rider to
terminate automatically are discussed below.

Guaranteed Withdrawal Status . This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the annuitant reaching age 59½ has not yet passed. While the ING LifePay Plus rider
is in Guaranteed Withdrawal Status, withdrawals in a contract year up the Maximum Annual Withdrawal will reduce
the ING LifePay Plus Base dollar-for-dollar. This status will then continue until the earliest of:


1)	quarterly contract anniversary following the annuitant reaching age 59½, provided the contract owner
	does not decline the change to Lifetime Guaranteed Withdrawal Status;
2)	reduction of the ING LifePay Plus Base to zero, at which time the rider will terminate;
3)	the annuity commencement date;
4)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual
	Withdrawal;
5)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see "Automatic Periodic Benefit Status," below);
6)	the surrender or annuitization of the Contract; or
7)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
	person owner), unless your spouse beneficiary elects to continue the Contract.

Please note that withdrawals while the ING LifePay Plus rider is in Guaranteed Withdrawal Status are not
guaranteed for the lifetime of the annuitant.

Lifetime Guaranteed Withdrawal Status . This status begins on the date of your first withdrawal, provided
the quarterly contract anniversary following the annuitant's age 59½ has passed. If your first withdrawal is taken
before this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on the quarterly contract
anniversary following the annuitant reaching age 59½. This status continues until the earliest of:


1)	the annuity commencement date;

2)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual
	Withdrawal;

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3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see "Lifetime Automatic Periodic Benefit Status," below);

4)	the surrender or annuitization of the Contract; or

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

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. Automatic reset into the Lifetime Guaranteed Withdrawal Status could
result in a lower Maximum Annual Withdrawal. However, this action will also apply to all future resets (see below)
and cannot be reversed. As described below, certain features of the ING LifePay Plus rider may differ depending
upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING LifePay Plus Rider Works. The ING LifePay Plus Withdrawal Benefit rider has two phases.
The first phase, called the Growth Phase, begins on the effective date of the rider and ends as of the business day
before the first withdrawal is taken (or when the annuity commencement date is reached). The second phase is
called the Withdrawal Phase. This phase begins as of the date of the first withdrawal or the annuity commencement
date, whichever occurs first.

Benefits paid under the ING LifePay Plus rider require the calculation of the Maximum Annual Withdrawal. The
ING LifePay Plus Base (referred to as the "MGWB Base" in the Contract) is used to determine the Maximum
Annual Withdrawal and is calculated as follows:


1)	If you purchased the ING LifePay Plus rider on the Contract date, the initial ING LifePay Plus Base is
	equal to the initial premium.

2)	If you purchased the ING LifePay Plus rider after the Contract date, the initial ING LifePay Plus Base
	is equal to the Contract value on the effective date of the rider.

During the Growth Phase, the initial ING LifePay Plus Base is increased dollar -for-dollar by any premiums
received, ("eligible premiums"). In addition, on each quarterly contract anniversary, the ING LifePay Plus Base is
recalculated as the greater of:


·	The current ING LifePay Plus Base; or
·	The current Contract value. This is referred to as a quarterly "ratchet."

Also, on each of the first ten contract anniversaries, the ING LifePay Plus Base is recalculated as the greatest of:


·	The current ING LifePay Plus Base; or
·	The current Contract value; and
·	The ING LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any eligible
	premiums and minus any third-party investment advisory fees paid from your contract during the year.
	This is referred to as an annual "step-up."

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the
first contract anniversary following a complete contract year after the rider date.

The ING LifePay Plus Base has no additional impact on the calculation of annuity payments or withdrawal benefits.

Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of
determining the ING LifePay Plus Base or the Maximum Annual Withdrawal; however, we reserve the right to treat
such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during
the Withdrawal Phase do increase the Contract value used to determine the reset Maximum Annual Withdrawal

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under the benefit reset feature of the ING LifePay Plus rider (see "ING LifePay Plus Reset," below). We reserve the
right to discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined
on the date the Withdrawal Phase begins. It equals a percentage of the greater of 1) the Contract value and 2)
the ING LifePay Plus Base as of the last day of the Growth Phase. The first withdrawal after the effective date
of the rider (which causes the end of the Growth Phase) is treated as occurring on the first day of the
Withdrawal Phase, after calculation of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal
percentage, which varies by age of the annuitant on the date the Withdrawal Phase begins, is as follows:


	Maximum Annual
Annuitant Age	Withdrawal Percentage
0-75*	5%*
76-80	6%
81+	7%

*If the Withdrawal Phase begins before the quarterly contract anniversary on or after the annuitant reaches age
59½, withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING LifePay Plus
Base dollar-for-dollar, under what we refer to as the "Standard Withdrawal Benefit." Then, on the quarterly
contract anniversary on or after the annuitant reaches age 59½, the ING LifePay Plus Base will automatically be
reset to the current Contract value, if greater, and the Maximum Annual Withdrawal will be recalculated.

Once determined, the Maximum Annual Withdrawal percentage never changes for the Contract, except as
provided for under spousal continuation. See "Continuation After Death - Spouse," below. This is important to
keep in mind in deciding when to take your first withdrawal because the younger you are at that time, the lower
the Maximum Annual Withdrawal percentage.

If the Contract's annuity commencement date is reached while you are in the ING LifePay Plus rider's Lifetime
Guaranteed Withdrawal Status, then you may elect a life only annuity option, in lieu of the Contract's other
annuity options, under which we will pay the greater of the annuity payout under the Contract and equal annual
payments of the Maximum Annual Withdrawal.

If withdrawals in any Contract year exceed the Maximum Annual Withdrawal, then the ING LifePay Plus Base
and the Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that both the ING
LifePay Plus Base and the Maximum Annual Withdrawal will be reduced by the same proportion as the
withdrawal in excess of the Maximum Annual Withdrawal (the "excess withdrawal") is of the Contract value
determined:


1)	before the withdrawal, for the excess withdrawal; and

2)	after the withdrawal, for the amount withdrawn up to the Maximum Annual Withdrawal (without
	regard to the excess withdrawal).

When a withdrawal is made, the total withdrawals taken in a Contract year are compared with the current
Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year
to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of
determining whether the Maximum Annual Withdrawal has been exceeded, any applicable Market Value
Adjustment or surrender charges will not be applied to the withdrawal. However, for purposes of determining
the Maximum Annual Withdrawal reduction after an excess withdrawal, any surrender charges and/or Market
Value Adjustment are considered to be part of the withdrawal. See Illustrations 1 and 2 below for examples of
this concept.

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Required Minimum Distributions. Withdrawals taken from the Contract to satisfy the Required
Minimum Distribution rules of the Tax Code, that exceed the Maximum Annual Withdrawal for a specific
Contract year, will not be deemed excess withdrawals in that Contract year for purposes of the ING LifePay
Plus rider, subject to the following rules:


1)	If your Required Minimum Distribution for a calendar year (determined on a date on or before January
	31 of that year), applicable to this Contract, is greater than the Maximum Annual Withdrawal on that
	date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum
	Distribution that exceeds the Maximum Annual Withdrawal.

2)	You may withdraw the Additional Withdrawal Amount from this Contract without it being deemed an
	excess withdrawal.

3)	Any withdrawals taken in a Contract year will count first against the Maximum Annual Withdrawal for
	that Contract year.

4)	Once the Maximum Annual Withdrawal for the then current Contract year has been taken, additional
	amounts withdrawn in excess of the Maximum Annual Withdrawal will count first against and reduce
	any unused Additional Withdrawal Amount for the previous calendar year followed by any Additional
	Withdrawal Amount for the current calendar year.

5)	Withdrawals that exceed all available Additional Withdrawal Amounts are excess withdrawals and will
	reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

6)	The Additional Withdrawal Amount is reset to zero at the end of the second calendar year from which
	it was originally calculated.

7)	If the Contract is still in the Growth Phase on the date the Additional Withdrawal Amount is
	determined, but enters the Withdrawal Phase later during that calendar year, the Additional
	Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal
	necessary to satisfy the Required Minimum Distribution for that year (if any).

See Illustration 3 below.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the
payment of investment advisory fees to a named third party investment adviser for advice on management of
the Contract's values will not cause the Withdrawal Phase to begin. During the Growth Phase, such
withdrawals reduce the ING LifePay Plus Base on a dollar- for-dollar basis, and during the Withdrawal Phase,
these withdrawals are treated as any other withdrawal.

Automatic Periodic Benefit Status. If the Contract value is reduced to zero for a reason other than a
withdrawal in excess of the Maximum Annual Withdrawal while the rider is in Guaranteed Withdrawal Status,
the rider will enter Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal, until the remaining ING LifePay Plus Base is
exhausted.

When the rider enters Automatic Periodic Benefit Status:


1)	the Contract will provide no further benefits other than as provided under the ING LifePay Plus rider;
2)	no further premium payments will be accepted; and
3)	any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

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During Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal
to the Maximum Annual Withdrawal. These payments will continue until the ING LifePay Plus Base is
reduced to zero, at which time the rider will terminate without value.

The periodic payments will begin on the last day of the first full Contract year following the date the rider enters
Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the rider
enters Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the Contract more
frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that
the sum of the payments in each Contract year will equal the annual Maximum Annual Withdrawal. Such
payments will be made on the same payment dates as previously set up, if the payments were being made
monthly or quarterly. If the payments were being made semi-annually or annually, the payments will be made
at the end of the half-Contract year or Contract year, as applicable.

Lifetime Automatic Periodic Benefit Status. If the Contract value is reduced to zero by a withdrawal in
excess of the Maximum Annual Withdrawal, the Contract and the rider will terminate due to the pro-rata
reduction described in "Determination of the Maximum Annual Withdrawal," above.

If the Contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the rider is in Lifetime Guaranteed Withdrawal Status, the rider will enter Lifetime
Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an annual amount equal
to the Maximum Annual Withdrawal.

When the rider enters Lifetime Automatic Periodic Benefit Status:


1)	the Contract will provide no further benefits other than as provided under the ING LifePay Plus rider;
2)	no further premium payments will be accepted; and
3)	any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

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

The periodic payments will begin on the last day of the first full Contract year following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the
rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the
Contract more frequently than annually, the periodic payments will be made at the same frequency in equal
amounts such that the sum of the payments in each Contract year will equal the annual Maximum Annual
Withdrawal. Such payments will be made on the same payment dates as previously set up, if the payments
were being made monthly or quarterly. If the payments were being made semi-annually or annually, the
payments will be made at the end of the half-Contract year or Contract year, as applicable.

ING LifePay Plus Reset. Once the Lifetime Guaranteed Withdrawal Status begins and the Maximum
Annual Withdrawal has been determined, on each quarterly contract anniversary we will increase (or "reset")
the ING LifePay Plus Base to the current Contract value, if the Contract value is higher. The Maximum Annual
Withdrawal will also be recalculated, and the remaining portion of the new Maximum Annual Withdrawal will
be available for withdrawal immediately. This reset ONLY occurs when the rider is in Lifetime Guaranteed
Withdrawal Status, and is automatic.

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice,
of not less than 30 days, which explains the change, its impact to you and your options. You may decline this
change (and the reset). However, this action will apply to all future resets and cannot be reversed.

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Investment Option Restrictions. While the ING LifePay Plus rider is in effect, there are limits on the
portfolios to which your Contract value may be allocated. Contract value allocated to portfolios other than Accepted
Funds will be rebalanced so as to maintain at least 20% of such Contract value in the Fixed Allocation Funds. See
"Fixed Allocation Funds Automatic Rebalancing," below.


Accepted Funds. Currently, the Accepted Funds are:

BlackRock Global Allocation V.I. Fund	ING Retirement Conservative Portfolio
ING American Funds Asset Allocation Portfolio	ING Retirement Growth Portfolio
ING American Funds World Allocation Portfolio	ING Retirement Moderate Growth Portfolio
ING Invesco Van Kampen Equity and Income Portfolio	ING Retirement Moderate Portfolio
ING Liquid Assets Portfolio	ING T. Rowe Price Capital Appreciation Portfolio
ING MFS Total Return Portfolio	Fixed Interest Allocation
ING Oppenheimer Active Allocation Portfolio

If this rider was purchased before January 12, 2009, the following are additional Accepted Funds:

ING Franklin Templeton Founding Strategy Portfolio

ING WisdomTree SM Global High-Yielding Equity Index Portfolio

We may change these designations at any time upon 30 days notice to you. If a change is made, the change will

apply to Contract value allocated to such portfolios after the date of the change.


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

ING American Funds Bond Portfolio	ING PIMCO Total Return Bond Portfolio
ING BlackRock Inflation Protected Bond Portfolio	ING Intermediate Bond Portfolio
ING U.S. Bond Index Portfolio

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

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

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

Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is
less than 20% of the total Contract value allocated to the Fixed Allocation Funds and Other Funds on any ING
LifePay Plus Rebalancing Date, we will automatically rebalance the Contract value allocated to the Fixed
Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds.
Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done
on a pro -rata basis among the Other Funds and will be the last transaction processed on that date. The ING
LifePay Plus Rebalancing Dates occur on each Contract anniversary and after the following transactions:


1)	receipt of additional premiums;
2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or
	specifically directed by you;
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

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1)	The rider will continue in the Growth Phase;
2)	On the date the rider is continued, the ING LifePay Plus Base will be reset to equal the greater of the
	ING LifePay Plus Base and the then current Contract value;
3)	The ING LifePay Plus charges will restart and be the same as were in effect prior to the claim date;
4)	Ratchets, which stop on the claim date, are restarted, effective on the date the rider is continued;
5)	Any remaining step-ups will be available, and if the rider is continued before an annual contract
	anniversary when a step-up would have been available, then that step-up will be available;
6)	The Maximum Annual Withdrawal percentage will be determined as of the date of the first
	withdrawal, whenever it occurs, and will be based on the spouse's age on that date; and
7)	The rider's Standard Withdrawal Benefit will be available until the quarterly contract anniversary on or
	after the spouse is age 59½.

If the rider is in the Withdrawal Phase at the time of spousal continuation:


1)	The rider will continue in the Withdrawal Phase.

2)	The rider's charges will restart on the date the rider is continued and be the same as were in effect prior
	to the claim date.

3)	On the quarterly Contract anniversary that the date the rider is continued:

	(a)	If the surviving spouse was not the annuitant before the owner's death, then the ING LifePay
		Plus Base will be reset to the current Contract value and the Maximum Annual Withdrawal is
recalculated by multiplying the new ING LifePay Plus Base by the Maximum Annual
		Withdrawal percentage based on the surviving spouse's age on that date. Withdrawals are
		permitted pursuant to the other provisions of the rider. Withdrawals causing the Contract value
		to fall to zero will terminate the Contract and the rider.

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	(b)	If the surviving spouse was the annuitant before the owner's death, then the ING LifePay Plus
		Base will be reset to the current Contract value, only if greater, and the Maximum Annual
		Withdrawal is recalculated by multiplying the new ING LifePay Plus Base by the Maximum
		Annual Withdrawal percentage. Withdrawals are permitted pursuant to the other provisions of
		the rider.

4)	The rider charges will restart on the quarter Contract anniversary that the rider is continued and will be
	the same as were in effect prior to the claim date.

Effect of ING LifePay Plus Rider on Death Benefit. If you die before Lifetime Automatic Periodic
Benefit Status begins under the ING LifePay Plus rider, the death benefit is payable, but the rider terminates.
However, if the beneficiary is the owner's spouse, and the spouse elects to continue the Contract, the death
benefit is not payable until the spouse's death. Thus, you should not purchase this rider with multiple
owners, unless the owners are spouses. See "Death of Owner or Annuitant" and "Continuation After Death -
Spouse," above for further information.

While in Lifetime Automatic Periodic Benefit Status, if the owner who is not the annuitant dies, we will
continue to pay the periodic payments that the owner was receiving under the ING LifePay Plus rider to the
beneficiary. While in Lifetime Automatic Periodic Benefit Status, if an owner who is also the annuitant dies,
the periodic payments will stop. No other death benefit is payable.

While the rider is in Automatic Periodic Benefit Status, if the owner dies, the remaining ING LifePay Plus Base
will be paid to the beneficiary in a lump sum.

Change of Owner or Annuitant. Other than as provided above under "Continuation After Death- Spouse,"
you may not change the annuitant. The rider and rider charges will terminate upon change of owner, including
adding an additional owner, except for the following ownership changes:


1)	spousal continuation as described above;
2)	change of owner from one custodian to another custodian;
3)	change of owner from a custodian for the benefit of an individual to the same individual;
4)	change of owner from an individual to a custodian for the benefit of the same individual;
5)	collateral assignments;
6)	change in trust as owner where the individual owner and the grantor of the trust are the same
	individual;
7)	change of owner from an individual to a trust where the individual owner and the grantor of the trust
	are the same individual; and
8)	change of owner from a trust to an individual where the individual owner and the grantor of the trust
	are the same individual.

Surrender Charges. If you elect the ING LifePay Plus rider, your withdrawals will be subject to surrender
charges if they exceed the free withdrawal amount. However, once your Contract value is zero, the periodic
payments under the ING LifePay Plus rider are not subject to surrender charges.

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

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

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Important Note: The information immediately below pertains to the form of the ING Joint LifePay Plus
rider available for sale on and after August 20, 2007 through April 28, 2008 in states where approved.

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

Purchase. The ING Joint LifePay Plus rider is only available for purchase by individuals who are married at
the time of purchase and eligible to elect spousal continuation (as defined by the Tax Code) when the death benefit
becomes payable. We refer to these individuals as spouses. Certain ownership, annuitant, and beneficiary
designations are required in order to purchase the ING Joint LifePay Plus rider. See "Ownership, Annuitant, and
Beneficiary Requirements," below.

The maximum issue age is 80. Both spouses must meet these issue age requirements on the contract anniversary on
which the ING Joint LifePay Plus rider is effective. The issue age is the age of the owners on the Contract
anniversary on which the rider is effective. Some broker dealers may limit the maximum issue age to ages younger
than age 80, but in no event lower than age 55. We reserve the right to change the minimum or maximum issue ages
on a nondiscriminatory basis. The ING Joint LifePay Plus rider is available for Contracts issued on and after
August 20, 2007 (subject to availability and state approvals) that do not already have a living benefit rider. The
ING Joint LifePay Plus rider will not be issued if the initial allocation to investment options is not in accordance
with the investment option restrictions described in "Investment Option Restrictions," below. The Company in its
discretion may allow the ING Joint LifePay Plus rider to be elected after a contract has been issued without it,
subject to certain conditions. Please contact our Customer Service Center for more information. Such election must
be received in good order, including owner, annuitant, and beneficiary designations and compliance with the
investment restrictions described below. The ING Joint LifePay Plus rider will be effective as of the following
quarterly contract anniversary.

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

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

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

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

Rider Date. The ING Joint LifePay Plus rider date is the date the ING Joint LifePay Plus rider becomes
effective. If you purchase the ING Joint LifePay Plus rider when the contract is issued, the ING Joint LifePay
Plus rider date is also the contract date.

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Charge. The charge for the ING Joint LifePay Plus rider, a living benefit, is deducted quarterly from your
contract value:


Maximum Annual Charge	Current Annual Charge
2.50%	0.85%

This quarterly charge is a percentage of the ING Joint LifePay Plus Base. We deduct the charge in arrears
based on the contract date (contract year versus calendar year). In arrears means the first charge is deducted at
the end of the first quarter from the contract date. If the rider is added after contract issue, the rider and charges
will begin on the next following quarterly contract anniversary. The charge will be pro-rated when the rider is
terminated. Charges are deducted through the date your rider enters either the Automatic Periodic Benefit
Status or Lifetime Automatic Periodic Benefit Status. Automatic Periodic Benefit Status or Lifetime Automatic
Periodic Benefit Status occurs if your contract value is reduced to zero and other conditions are met. The
current charge can be subject to change upon a reset after your first five contract years. You will never pay
more than the maximum annual charge.

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

No Cancellation. Once you purchase the ING Joint LifePay Plus rider, you may not cancel it unless you cancel
the contract during the contract's free look period (or otherwise cancel the contract pursuant to its terms),
surrender or annuitize in lieu of payments under the ING Joint LifePay Plus rider. These events automatically
cancel the ING Joint LifePay Plus rider.

Termination. The ING Joint LifePay Plus rider is a "living benefit," which means the guaranteed benefits
offered are intended to be available to you and your spouse while you are living and while your contract is in
the accumulation phase. The optional rider automatically terminates if you:


1)	terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin
	receiving annuity payments in lieu of payments under the ING Joint LifePay Plus rider;

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

3)	change the owner of the contract (other than a spousal continuation by an active spouse).

See "Change of Owner or Annuitant," below. Other circumstances that may cause the ING Joint LifePay Plus
rider to terminate automatically are discussed below.

Active Status. Once the ING Joint LifePay Plus rider has been issued, a spouse must remain in "active" status
in order to exercise rights and receive the benefits of the ING Joint LifePay Plus rider after the first spouse's death
by electing spousal continuation. In general, changes to the ownership, annuitant, and/or beneficiary designation
requirements noted above will result in one spouse being designated as "inactive." Inactive spouses are not eligible
to continue the benefits of the ING Joint LifePay Plus rider after the death of the other spouse. Once designated
"inactive," a spouse may not regain active status under the ING Joint LifePay Plus rider. Specific situations that will
result in a spouse's designation as "inactive" include the following:


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

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

3)	In the event of the death of one spouse (in which case the deceased spouse becomes inactive).

An owner may also request that one spouse be treated as inactive. In the case of joint-owned contracts, both
contract owners must agree to such a request. An inactive spouse is not eligible to exercise any rights or receive any
benefits under the ING Joint LifePay Plus rider. However, all charges for the ING Joint LifePay Plus rider will
continue to apply, even if one spouse becomes inactive, regardless of the reason. You should make sure you
understand the impact of beneficiary and owner changes on the ING Joint LifePay Plus rider prior to
requesting any such changes.

A divorce will terminate the ability of an ex-spouse to continue the contract. See "Divorce," below.

Guaranteed Withdrawal Status . This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the youngest active spouse's 65 th birthday has not yet passed. While the ING
LifePay Plus rider is in Guaranteed Withdrawal Status, withdrawals in a contract year up to the Maximum Annual
Withdrawal will reduce the ING LifePay Plus Base dollar-for-dollar. This status will then continue until the earliest
of:


1)	quarterly contract anniversary following the youngest active spouse's 65 th birthday, provided the
	contract owner does not decline the change to Lifetime Guaranteed Withdrawal Status;
2)	reduction of the ING Joint LifePay Plus Base to zero, at which time the rider will terminate;
3)	the annuity commencement date;
4)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual
	Withdrawal;
5)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see "Automatic Periodic Benefit Status," below);
6)	the surrender or annuitization of the Contract; or
7)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
	person owner), unless your spouse beneficiary elects to continue the Contract.

Please note that withdrawals while the ING LifePay Plus rider is in Guaranteed Withdrawal Status are not
guaranteed for the lifetime of the annuitant.

Lifetime Guaranteed Withdrawal Status . This status begins on the date of the first withdrawal, provided the
quarterly contract anniversary following the youngest active spouse's 65 th birthday has passed. If the first
withdrawal is taken prior to this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on
the quarterly contract anniversary following the youngest active spouse's 65 th birthday. This status continues until
the earliest of:


1)	the annuity commencement date;
2)	reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;
3)	reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see "Lifetime Automatic Periodic Benefit Status," below);

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4)	the surrender of the contract; or

5)	the death of the owner (first owner, in the case of joint owners, or the annuitant, in the case of a
	custodial IRA), unless your active spouse beneficiary elects to continue the contract.

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. Automatic reset into the Lifetime Guaranteed Withdrawal Status could
result in a lower Maximum Annual Withdrawal. However, this action will also apply to all future resets (see below)
and cannot be reversed. As described below, certain features of the ING Joint LifePay Plus rider may differ
depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING Joint LifePay Plus Rider Works. The ING Joint LifePay Plus rider has two phases. The first
phase, called the Growth Phase, begins on the effective date of the ING Joint LifePay Plus rider and ends as of the
business day before the first withdrawal is taken (or when the annuity commencement date is reached). The second
phase is called the Withdrawal Phase. This phase begins as of the date you take the first withdrawal of any kind
under the contract (other than advisory fees, as described below), or the annuity commencement date, whichever
occurs first.

Benefits paid under the ING Joint LifePay Plus rider require the calculation of the Maximum Annual Withdrawal.
The ING Joint LifePay Plus Base (referred to as the "MGWB Base" in the contract) is used to determine the
Maximum Annual Withdrawal and is calculated as follows:


1)	If you purchased the ING Joint LifePay Plus rider on the contract date, the initial ING Joint LifePay
	Plus Base is equal to the initial premium.

2)	If you purchased the ING Joint LifePay Plus rider after the contract date, the initial ING Joint LifePay
	Plus Base is equal to the contract value on the effective date of the ING Joint LifePay Plus rider.

During the Growth Phase, the initial ING Joint LifePay Plus Base is increased dollar-for-dollar by any premiums
received ("eligible premiums"). In addition, on each quarterly contract anniversary, the ING Joint LifePay Plus
Base is recalculated as the greater of


·	The current ING Joint LifePay Plus Base; or
·	The current Contract value. This is referred to as a quarterly "ratchet."

Also, on each of the first ten contract anniversaries, the ING Joint LifePay Plus Base is recalculated as the greatest
of


·	The current ING Joint LifePay Plus Base; or
·	The current Contract value; and
·	The ING Joint LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any
	eligible premiums and minus any third-party investment advisory fees paid from your contract during
	the year. This is referred to as an annual "step-up."

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Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of
determining the ING Joint LifePay Plus Base or the Maximum Annual Withdrawal; however, we reserve the right to
treat such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received
during the Withdrawal Phase do increase the contract value used to determine the reset Maximum Annual
Withdrawal under the benefit reset feature of the ING Joint LifePay Plus rider (see "ING Joint LifePay Plus Reset,"
below). We reserve the right to discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined
on the date the Withdrawal Phase begins. It equals the Maximum Annual Withdrawal percentage multiplied by
the greater of the contract value and the ING Joint LifePay Plus Base, as of the last day of the Growth Phase.
The first withdrawal after the effective date of the ING Joint LifePay Plus rider (which causes the end of the
Growth Phase) is treated as occurring on the first day of the Withdrawal Phase, immediately after calculation of
the Maximum Annual Withdrawal. The Maximum Annual Withdrawal percentage, which varies by age of the
youngest active spouse on the date the Withdrawal Phase begins, is as follows:


Youngest Active	Maximum Annual
Spouse's Age	Withdrawal Percentage
0-75*	5%*
76-80	6%
81+	7%

*If the Withdrawal Phase begins before the quarterly contract anniversary on or after the younger spouse
reaches age 65, withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING
Joint LifePay Plus Base dollar-for -dollar, under what we refer to as the "Standard Withdrawal Benefit." Then,
on the quarterly contract anniversary on or after the younger spouse reaches age 65, the ING Joint LifePay Plus
Base will automatically be reset to the current Contract value, if greater, and the Maximum Annual Withdrawal
will be recalculated.

Once determined the Maximum Annual Withdrawal percentage never changes for the contract. This is
important to keep in mind in deciding when to take your first withdrawal because the younger you are at that
time, the lower the Maximum Annual Withdrawal percentage.

If the Contract's annuity commencement date is reached while you are in the ING LifePay Plus rider's Lifetime
Guaranteed Withdrawal Status, then you may elect a life only annuity option, in lieu of the Contract's other
annuity options, under which we will pay the greater of the annuity payout under the Contract and equal annual
payments of the Maximum Annual Withdrawal, provided that, if both spouses are active, payments under the
life only annuity option will be calculated using the joint life expectancy table for both spouses. If only one
spouse is active, payments will be calculated using the single life expectancy table for the active spouse.

Withdrawals in a contract year that do not exceed the Maximum Withdrawal Amount do not reduce the
Maximum Withdrawal Amount. However, if withdrawals in any contract year exceed the Maximum Annual
Withdrawal (an "excess withdrawal"), the ING Joint LifePay Plus Base and the Maximum Annual Withdrawal
will be reduced on a pro-rata basis. This means that both the ING Joint LifePay Plus Base and the Maximum
Annual Withdrawal will be reduced by the same proportion as the excess withdrawal is of the contract value
determined after the deduction the amount withdrawn up to the Maximum Annual Withdrawal but before
deduction of the excess withdrawal.

When a withdrawal is made, the total withdrawals taken in a contract year are compared with the current
Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year
to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of
determining whether the Maximum Annual Withdrawal has been exceeded, any applicable Market Value
Adjustment or surrender charges will not be considered. However, for purposes of determining the Maximum
Annual Withdrawal reduction after an excess withdrawal, surrender charges and/or Market Value Adjustment
are considered to be part of the withdrawal, and will be included in the pro-rata adjustment to the Maximum
Annual Withdrawal. See Illustrations 1 and 2 at the end of this appendix for examples of this concept.

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Required Minimum Distributions. Withdrawals taken from the contract to satisfy the Required
Minimum Distribution rules of the Tax Code are considered withdrawals for purposes of the ING Joint LifePay
Plus rider, and will begin the Withdrawal Phase if the Withdrawal Phase has not already started. Any such
withdrawal which exceeds the Maximum Annual Withdrawal for a specific contract year will not be deemed
excess withdrawals in that contract year for purposes of the ING Joint LifePay Plus rider, subject to the
following:


1)	If the contract owner's Required Minimum Distribution for a calendar year (determined on a date on or
	before January 31 of that year), applicable to the contract, is greater than the Maximum Annual
	Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the
	Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.

2)	You may withdraw the Additional Withdrawal Amount from this contract without it being deemed an
	excess withdrawal.

3)	Any withdrawals taken in a contract year will count first against the Maximum Annual Withdrawal for
	that contract year.

4)	Once the Maximum Annual Withdrawal for the then current contract year has been taken, additional
	amounts withdrawn in excess of the Maximum Annual Withdrawal will count first against and reduce
	any unused Additional Withdrawal Amount for the previous calendar year followed by any Additional
	Withdrawal Amount for the current contract year.

5)	Withdrawals that exceed all available Additional Withdrawal Amounts are excess withdrawals and will
	reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

6)	The Additional Withdrawal Amount is reset to zero at the end of the second calendar year from which
	it was originally calculated.

7)	If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is
	determined, but enters the Withdrawal Phase later during that calendar year, the Additional
	Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal
	Amount necessary to satisfy the Required Minimum Distribution for that year (if any).

See Illustration 3 below.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the
payment of investment advisory fees to a named third party investment adviser for advice on management of
the contract's values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals
reduce the ING Joint LifePay Plus Base on a dollar-for-dollar basis, and during the Withdrawal Phase, these
withdrawals are treated as any other withdrawal.

Automatic Periodic Benefit Status. If the Contract value is reduced to zero for a reason other than a
withdrawal in excess of the Maximum Annual Withdrawal while the rider is in Guaranteed Withdrawal Status,
the rider will enter Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal, until the remaining ING Joint LifePay Plus Base is
exhausted.

When the rider enters Automatic Periodic Benefit Status:


1)	the Contract will provide no further benefits other than as provided under the ING Joint LifePay Plus
	rider;
2)	no further premium payments will be accepted; and
3)	any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

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During Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal
to the Maximum Annual Withdrawal. These payments will continue until the ING Joint LifePay Plus Base is
reduced to zero, at which time the rider will terminate without value.

The periodic payments will begin on the last day of the first full Contract year following the date the rider enters
Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the rider
enters Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the Contract more
frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that
the sum of the payments in each Contract year will equal the annual Maximum Annual Withdrawal. Such
payments will be made on the same payment dates as previously set up, if the payments were being made
monthly or quarterly. If the payments were being made semi-annually or annually, the payments will be made
at the end of the half-Contract year or Contract year, as applicable.

Lifetime Automatic Periodic Benefit Status. If the contract value is reduced to zero by a withdrawal in
excess of the Maximum Annual Withdrawal, the contract and the ING Joint LifePay Plus rider will terminate
due to the pro -rata reduction described in "Determination of the Maximum Annual Withdrawal," above.

If the contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the ING Joint LifePay Plus rider is in Lifetime Guaranteed Withdrawal Status, the ING Joint
LifePay Plus rider will enter Lifetime Automatic Periodic Benefit Status and you are no longer entitled to make
withdrawals. Instead, under the ING Joint LifePay Plus rider you will begin to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal.

When the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status:


1)	the contract will provide no further benefits (including death benefits) other than as provided under the
	ING Joint LifePay Plus rider;
2)	no further premium payments will be accepted; and
3)	any other riders attached to the contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount
that is equal to the Maximum Annual Withdrawal. The time period for which we will make these payments will
depend upon whether one or two spouses are active under the ING Joint LifePay Plus rider at the time this
status begins. If both spouses are active under the ING Joint LifePay Plus rider, these payments will cease upon
the death of the second spouse, at which time both the ING Joint LifePay Plus rider and the contract will
terminate without further value. If only one spouse is active under the ING Joint LifePay Plus rider, the
payments will cease upon the death of the active spouse, at which time both the ING Joint LifePay Plus rider
and the contract will terminate without value.

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING Joint
LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status (including the withdrawal that results in
the contract value decreasing to zero), that difference will be paid immediately to the contract owner. The
periodic payments will begin on the last day of the first full contract year following the date the ING Joint
LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status and will continue to be paid annually
thereafter.

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

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ING Joint LifePay Plus Reset. Once the Lifetime Guaranteed Withdrawal Status begins and the
Maximum Annual Withdrawal has been determined, on each quarterly contract anniversary we will increase (or
"reset") the ING Joint LifePay Plus Base to the current Contract value, if the Contract value is higher. The
Maximum Annual Withdrawal will also be recalculated, and the remaining portion of the new Maximum
Annual Withdrawal will be available for withdrawal immediately. This reset ONLY occurs when the rider is in
Lifetime Guaranteed Withdrawal Status, and is automatic.

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice,
of not less than 30 days, which explains the change, its impact to you and your options. You may decline this
change (and the reset). However, this action will apply to all future resets and cannot be reversed.

Investment Option Restrictions. In order to mitigate the insurance risk inherent in our guarantee to provide
you and your spouse with lifetime payments (subject to the terms and restrictions of the ING Joint LifePay Plus
rider), we require that your contract value be allocated in accordance with certain limitations. In general, to the
extent that you choose not to invest in the Accepted Funds, we require that 20% of the amount not so invested be
invested in the Fixed Allocation Funds. We will require this allocation regardless of your investment instructions to
the contract, as described below.

While the ING Joint LifePay Plus rider is in effect, there are limits on the portfolios to which your contract value
may be allocated. Contract value allocated to portfolios other than Accepted Funds will be rebalanced so as to
maintain at least 20% of such contract value in the Fixed Allocation Funds. See "Fixed Allocation Funds Automatic
Rebalancing," below.


Accepted Funds. Currently, the Accepted Funds are:

BlackRock Global Allocation V.I. Fund	ING Retirement Conservative Portfolio
ING American Funds Asset Allocation Portfolio	ING Retirement Growth Portfolio
ING American Funds World Allocation Portfolio	ING Retirement Moderate Growth Portfolio
ING Invesco Van Kampen Equity and Income Portfolio	ING Retirement Moderate Portfolio
ING Liquid Assets Portfolio	ING T. Rowe Price Capital Appreciation Portfolio
ING MFS Total Return Portfolio	Fixed Interest Allocation
ING Oppenheimer Active Allocation Portfolio

If this rider was purchased before January 12, 2009, the following are additional Accepted Funds:

ING Franklin Templeton Founding Strategy Portfolio

ING WisdomTree SM Global High-Yielding Equity Index Portfolio

We may change these designations at any time upon 30 days notice to you. If a change is made, the change will

apply to contract value allocated to such portfolios after the date of the change.


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

ING American Funds Bond Portfolio	ING PIMCO Total Return Bond Portfolio
ING BlackRock Inflation Protected Bond Portfolio	ING Intermediate Bond Portfolio
ING U.S. Bond Index Portfolio

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

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

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


1)	receipt of additional premiums;
2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or
	specifically directed by you; and
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the
contract. However, if the other automatic rebalancing under the contract causes the allocations to be out of
compliance with the investment option restrictions noted above, Fixed Allocation Funds Automatic
Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See
"Appendix I - Examples of Fixed Allocation Funds Automatic Rebalancing."

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

Divorce. Generally, in the event of a divorce, the spouse who retains ownership of the contract will continue to
be entitled to all rights and benefits of the ING Joint LifePay Plus rider, while the ex-spouse will no longer have any
such rights or be entitled to any such benefits. In the event of a divorce during Lifetime Guaranteed Withdrawal
Status, the ING Joint LifePay Plus rider continues, and terminates upon the death of the owner (first owner in the
case of joint owners, or the annuitant in the case of a custodial IRA). Although spousal continuation may be
available under the Tax Code for a subsequent spouse, the ING Joint LifePay Plus rider cannot be continued by the
new spouse. As the result of the divorce, we may be required to withdraw assets for the benefit of an ex-spouse.
Any such withdrawal will be considered a withdrawal for purposes of the Maximum Annual Withdrawal amount. In
other words, if a withdrawal incident to a divorce exceeds the Maximum Annual Withdrawal amount, it will be
considered an excess withdrawal. See "Determination of the Maximum Annual Withdrawal," above. As noted, in
the event of a divorce there is no change to the Maximum Annual Withdrawal and we will continue to deduct
charges for the ING Joint LifePay Plus rider.

In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change to the periodic
payments made. Payments will continue until both spouses are deceased.

Death of Owner. The death of the owner (or in the case of joint owners, the first owner, or for custodial IRAs,
the annuitant) may cause the termination of the ING Joint LifePay Plus rider and its charges, depending upon
whether one or both spouses are in active status at the time of death, as described below.


1)	If both spouses are in active status: If the surviving spouse elects to continue the contract and
	becomes the sole owner and annuitant, the ING Joint LifePay Plus rider will remain in effect pursuant
	to its original terms and ING Joint LifePay Plus coverage and charges will continue. As of the date the
	contract is continued, the Joint LifePay Plus Base will be reset to the current Contact value, if greater,
	and the Maximum Annual Withdrawal will recalculated as the Maximum Annual Withdrawal
	percentage multiplied by the new Joint LifePay Plus Base on the date the contract is continued.
	However, under no circumstances will this recalculation result in a reduction to the Maximum Annual
	Withdrawal.

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	If the surviving spouse elects not to continue the contract, ING Joint LifePay Plus rider coverage and
	charges will cease upon the earlier of payment of the death benefit or notice that an alternative
	distribution option has been chosen.

2)	If the surviving spouse is in inactive status: The ING Joint LifePay Plus rider terminates and ING
	Joint LifePay Plus coverage and charges cease upon the date of death of the last Active Spouse.

Change of Owner or Annuitant. Other than as a result of spousal continuation, you may not change the
annuitant. The ING Joint LifePay Plus rider and rider charges will terminate upon change of owner, including
adding an additional owner, except for the following ownership changes:


1)	spousal continuation by an active spouse, as described above;
2)	change of owner from one custodian to another custodian for the benefit of the same individual;
3)	change of owner from a custodian for the benefit of an individual to the same individual (in order to
	avoid the owner's spouse from being designated inactive, the owner's spouse must be named sole
	beneficiary under the contract);
4)	change of owner from an individual to a custodian for the benefit of the same individual;
5)	collateral assignments;
6)	for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner
	is the original owner's spouse and is active when added as joint owner;
7)	for nonqualified contracts, removal of a joint owner, provided the removed joint owner is active and
	becomes the primary contract beneficiary; and
8)	change of owner where the owner becomes the sole primary beneficiary and the sole primary
	beneficiary becomes the owner if both were active spouses at the time of the change.

Surrender Charges. If you elect the ING Joint LifePay Plus rider, your withdrawals will be subject to
surrender charges if they exceed the free withdrawal amount. However, once your contract value is zero, the
periodic payments under the ING Joint LifePay Plus rider are not subject to surrender charges, nor will these
amounts be subject to any other charges under the contract.

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

ING LifePay Plus and ING Joint LifePay Plus Partial Withdrawal Amount Examples . The following are
examples of adjustments to the Maximum Annual Withdrawal amount for withdrawals in excess of the Maximum
Annual Withdrawal:

Illustration 1: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal, including surrender and/or MVA charges.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $500 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $300 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $ 4,500, do not exceed
the Maximum Annual Withdrawal, $5,000.

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The next withdrawal taken during the contract year is $1,500 net, with $200 of surrender charges, and/or MVA
charges. Because total net withdrawals taken, $ 6,000, exceed the Maximum Annual Withdrawal, $5,000, then there
is an adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the contract year are $ 7,000 ($3,000 + $500 + $1,500 + $300 + $1,500 + $200). The
adjustment is the lesser of the amount by which the total gross withdrawals for the year exceed the Maximum
Annual Withdrawal ($ 7,000 - $5,000 = $2,000), and the amount of the current gross withdrawal ($1,500 + 200 =
$1,700.

If the Account Value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by 3.40%
($1,700 / $50,000) to $4,830 ((1 - 3.40%) * $5,000).

Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $ 4,500, do not exceed
the Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. Because total net withdrawals taken, $ 6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an
adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the contract year are $ 6,000 ($3,000 + $1,500 + $1,500). The adjustment is the
lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal,
$1,000, and the amount of the current gross withdrawal, $1,500.

If the Account Value after the part of the gross withdrawal that was within the Maximum Annual Withdrawal, $500,
is $49,500, then the Maximum Annual Withdrawal is reduced by 2.02% ($1,000 / $49,500) to $ 4,899 ((1 - 2.02%)
* $5,000).

Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the
Additional Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. The Required Minimum Distribution for the current calendar
year applicable to this contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the
excess of this amount above the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000).

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $ 4,500, do not exceed
the Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. Total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, however, the
Maximum Annual Withdrawal is not adjusted until the Additional Withdrawal Amount is exhausted. The amount by
which total net withdrawals taken exceed the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000), is the same
as the Additional Withdrawal Amount, so no adjustment to the Maximum Annual Withdrawal is made. If total net
withdrawals taken had exceeded the sum of the Maximum Annual Withdrawal and the Additional Withdrawal
Amount, then an adjustment would be made to the Maximum Annual Withdrawal.

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APPENDIX K

ING LifePay and ING Joint LifePay

(Available for Contracts issued through August 20, 2007, subject to state approval.)

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

Purchase. In order to elect the ING LifePay rider, the annuitant must be the owner or one of the owners, unless the owner is a non-natural owner. Joint annuitants are not allowed. The minimum issue age is 50 and the maximum issue age is 80. The issue age is the age of the owner (or the annuitant if there are joint owners or the owner is non -natural) on the Contract anniversary on which the rider is effective. But some broker-dealers may limit the availability of the rider to younger ages. The ING LifePay rider is available for Contracts issued on and after November 1, 2004 (subject to availability) that do not already have a living benefit rider. The ING LifePay rider will not be issued if the initial allocation to investment options is not in accordance with the investment option restrictions described in "Investment Option Restrictions," below. The Company in its discretion may allow the rider to be elected during the 30-day period preceding a Contract anniversary. Such election must be received in good order, including compliance with the investment restrictions described below. The rider will be effective as of that Contract anniversary.

Rider Date. The rider date is the date the ING LifePay rider becomes effective. If you purchase the ING LifePay rider when the Contract is issued, the rider date is also the Contract date.

Charge. The charge for the ING LifePay rider, a living benefit, is deducted quarterly and is a percentage of contract value:


Maximum Annual Charge	Current Annual Charge
1.20%	0.50%

We deduct the quarterly charge in arrears based on the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter from the contract date. If the rider is added after contract issue, the charges will still be deducted on quarterly contract anniversaries, but the first charge will be pro-rated based on what is owed at the time the rider is added through the contract quarter end. Similarly, the charge is pro-rated based on what is owed at the time the rider is terminated. Charges are deducted during the period starting on the rider date and up to your rider's Lifetime Automatic Periodic Benefit Status. Lifetime Automatic Periodic Benefit Status occurs if your contract value is reduced to zero and other conditions are met. The charge may be subject to change if you elect the reset option after your first five contract years, but subject to the maximum annual charge.

No Cancellation. Once you purchase the ING LifePay rider, you may not cancel it unless you cancel the Contract during the Contract's free look period, surrender, annuitize or otherwise terminate the Contract. These events automatically cancel the ING LifePay rider.

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Termination. The ING LifePay rider is a "living benefit" which means the guaranteed benefits offered are intended to be available to you while you are living and while your Contract is in the accumulation phase. The optional rider automatically terminates if you:

1)	annuitize, surrender or otherwise terminate your Contract during the accumulation phase; or
2)	die during the accumulation phase (first owner to die if there are multiple Contract owners, or death of annuitant if Contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract.

The ING LifePay rider will also terminate if there is a change in Contract ownership (other than a spousal beneficiary continuation on your death). Other circumstances that may cause the ING LifePay rider to terminate automatically are discussed below.

Lifetime Guaranteed Withdrawal Status . This status begins on the date the rider is issued (the "effective date of the rider") and continues until the earliest of:

1)	the annuity commencement date;
2)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal (see "Lifetime Automatic Periodic Benefit Status," below);
3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal;
4)	the surrender or annuitization of the Contract; or
5)	the death of the owner, or first owner, in the case of joint owners, unless your spouse beneficiary elects to continue the Contract.

As described below, certain features of the ING LifePay rider may differ depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING LifePay Rider Works. The ING LifePay Withdrawal Benefit rider has two phases. The first phase, called the Growth Phase, begins on the effective date of the rider and ends as of the business day before the first withdrawal is taken (or when the annuity commencement date is reached). The second phase is called the Withdrawal Phase. This phase begins as of the date of the first withdrawal or the annuity commencement date, whichever occurs first.

Benefits paid under the ING LifePay rider require the calculation of the Maximum Annual Withdrawal. The ING LifePay Base (referred to as the "MGWB Base" in the Contract) is used to determine the Maximum Annual Withdrawal and is calculated as follows.

1)	If you purchased the ING LifePay rider on the Contract date, the initial ING LifePay Base is equal to the initial premium.
2)	If you purchased the ING LifePay rider after the Contract date, the initial ING LifePay Base is equal to the Contract value on the effective date of the rider.

The initial ING LifePay Base is increased dollar- for-dollar by any premiums received during the Growth Phase ("eligible premiums"). The ING LifePay Base is also increased to equal the Contract value if the Contract value is greater than the current ING LifePay Base, on each Contract quarterly anniversary after the effective date of the rider and during the Growth Phase. The ING LifePay Base has no additional impact on the calculation of annuity payments or withdrawal benefits.

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Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of determining the ING LifePay Base or the Maximum Annual Withdrawal; however, we reserve the right to treat such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during the Withdrawal Phase do increase the Contract value used to determine the reset Maximum Annual Withdrawal if you choose to reset the ING LifePay rider (see "ING LifePay Reset Option," below). We reserve the right to discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined on the date the Withdrawal Phase begins. It equals a percentage of the greater of 1) the Contract value and 2) the ING LifePay Base as of the last day of the Growth Phase. The first withdrawal after the effective date of the rider (which causes the end of the Growth Phase) is treated as occurring on the first day of the Withdrawal Phase, after calculation of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal percentage, which varies by age of the annuitant on the date the Withdrawal Phase begins, is as follows:


	Maximum Annual
Annuitant Age	Withdrawal Percentage
50-59	4%
60-75	5%
76-80	6%
81+	7%

Once determined, the Maximum Annual Withdrawal percentage never changes for the Contract, except as provided for under spousal continuation. See "Continuation After Death - Spouse," below. This is important to keep in mind in deciding when to take your first withdrawal because the younger you are at that time, the lower the Maximum Annual Withdrawal percentage.

If the rider is in the Growth Phase, and the annuity commencement date is reached, the rider will enter the Withdrawal Phase and will be annuitized. In lieu of the annuity options under the Contract, you may elect a life only annuity option under which we will pay the greater of the annuity payout under the Contract and equal annual payments of the Maximum Annual Withdrawal.

If withdrawals in any Contract year exceed the Maximum Annual Withdrawal, the Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that the Maximum Annual Withdrawal will be reduced by the same proportion as the withdrawal in excess of the Maximum Annual Withdrawal (the "excess withdrawal") is of the Contract value determined:

1)	before the withdrawal, for the excess withdrawal; and
2)	after the withdrawal, for the amount withdrawn up to the Maximum Annual Withdrawal (without regard to the excess withdrawal).

When a withdrawal is made, the total withdrawals taken in a Contract year are compared with the current Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of determining whether the Maximum Annual Withdrawal has been exceeded, any applicable Market Value Adjustment or surrender charges will not be applied to the withdrawal. However, for purposes of determining the Maximum Annual Withdrawal reduction after an excess withdrawal, any surrender charges and/or Market Value Adjustment are considered to be part of the withdrawal. See Illustrations 1 and 2 below for examples of this concept.

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Required Minimum Distributions. Withdrawals taken from the Contract to satisfy the Required Minimum Distribution rules of the Tax Code, that exceed the Maximum Annual Withdrawal for a specific Contract year, will not be deemed excess withdrawals in that Contract year for purposes of the ING LifePay rider, subject to the following rules:

1)	If your Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.
2)	You may withdraw the Additional Withdrawal Amount from this Contract without it being deemed an excess withdrawal.
3)	Any withdrawals taken in a Contract year will count first against the Maximum Annual Withdrawal for that Contract year.
4)	Once the Maximum Annual Withdrawal for the then current Contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count against and reduce any Additional Withdrawal Amount.
5)	Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.
6)	The Additional Withdrawal Amount is reset to zero at the end of each calendar year, and remains at zero until it is reset in January of the following calendar year, even if, pursuant to the Tax Code, the contract owner may take a Required Minimum Distribution for that calendar year after the end of the calendar year.
7)	If the Contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal necessary to satisfy the Required Minimum Distribution for that year (if any).

See Illustration 3 below.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the payment of investment advisory fees to a named third party investment adviser for advice on management of the Contract's values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals reduce the ING LifePay Base on a pro-rata basis, and during the Withdrawal Phase, these withdrawals are treated as any other withdrawal.

Lifetime Automatic Periodic Benefit Status. If the Contract value is reduced to zero by a withdrawal in excess of the Maximum Annual Withdrawal, the Contract and the rider will terminate due to the pro-rata reduction described in "Determination of the Maximum Annual Withdrawal," above.

If the Contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual Withdrawal while the rider is in Lifetime Guaranteed Withdrawal Status, the rider will enter Lifetime Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an annual amount equal to the Maximum Annual Withdrawal.

When the rider enters Lifetime Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING LifePay rider;

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2)	no further premium payments will be accepted; and
3)	any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

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

The periodic payments will begin on the last day of the first full Contract year following the date the rider enters Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the Contract more frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that the sum of the payments in each Contract year will equal the annual Maximum Annual Withdrawal. Such payments will be made on the same payment dates as previously set up, if the payments were being made monthly or quarterly. If the payments were being made semi-annually or annually, the payments will be made at the end of the half-Contract year or Contract year, as applicable.

ING LifePay Reset Option. Beginning one year after the Withdrawal Phase begins, you may choose to reset the Maximum Annual Withdrawal, if the Maximum Annual Withdrawal Percentage of the Contract value would be greater than your current Maximum Annual Withdrawal. You must elect to reset by a request in a form satisfactory to us. On the date the request is received (the "Reset Effective Date"), the Maximum Annual Withdrawal will increase to be equal to the Maximum Annual Withdrawal Percentage of the Contract value on the Reset Effective Date. The reset option is only available when the rider is in Lifetime Guaranteed Withdrawal Status.

After exercising the reset option, you must wait one year before electing to reset again. We will not accept a request to reset if the new Maximum Annual Withdrawal on the date the request is received would be less than your current Maximum Annual Withdrawal.

If the reset option is exercised, the charge for the ING LifePay rider will be equal to the charge then in effect for a newly purchased rider but will not exceed the maximum annual charge of 1.20%. However, we guarantee that the rider charge will not increase for resets exercised within the first five contract years. See Illustration 4 at the end of this Appendix.

Investment Option Restrictions. While the ING LifePay rider is in effect, there are limits on the portfolios to which your Contract value may be allocated. Contract value allocated to portfolios other than Accepted Funds will be rebalanced so as to maintain at least 20% of such Contract value in the Fixed Allocation Funds. See "Fixed Allocation Funds Automatic Rebalancing," below.

Accepted Funds . Currently, the Accepted Funds are:

BlackRock Global Allocation V.I. Fund
ING American Funds Asset Allocation Portfolio
ING American Funds World Allocation Portfolio
ING Invesco Van Kampen Equity and Income
Portfolio
ING Liquid Assets Portfolio
ING MFS Total Return Portfolio
ING Oppenheimer Active Allocation Portfolio

ING Retirement Conservative Portfolio
ING Retirement Growth Portfolio
ING Retirement Moderate Growth Portfolio
ING Retirement Moderate Portfolio

ING T. Rowe Price Capital Appreciation Portfolio
Fixed Interest Allocation

If this rider was purchased before January 12, 2009, the following are additional Accepted Funds:

ING Franklin Templeton Founding Strategy Portfolio

ING WisdomTree SM Global High-Yielding Equity Index Portfolio

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We may change these designations at any time upon 30 days notice to you. If a change is made, the change will apply to Contract value allocated to such portfolios after the date of the change.


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

ING American Funds Bond Portfolio	ING PIMCO Total Return Bond Portfolio
ING BlackRock Inflation Protected Bond Portfolio	ING Intermediate Bond Portfolio
ING U.S. Bond Index Portfolio

If the rider is not continued under the spousal continuation right when available, the Fixed Allocation Fund will be reclassified as a Special Fund as of the Contract continuation date if it would otherwise be designated as a Special Fund for purposes of the Contract's death benefits.

For purposes of calculating any applicable death benefit guaranteed under the Contract, any allocation of Contract value to the Fixed Allocation Funds will be considered a Covered Fund allocation while the rider is in effect.

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

Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is less than 20% of the total Contract value allocated to the Fixed Allocation Funds and Other Funds on any ING LifePay Rebalancing Date, we will automatically rebalance the Contract value allocated to the Fixed Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds. Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done on a pro-rata basis among the Other Funds and will be the last transaction processed on that date. The ING LifePay Rebalancing Dates occur on each Contract anniversary and after the following transactions:

1)	receipt of additional premiums;
2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you;
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

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

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Death of Owner or Annuitant. The ING LifePay rider and charges terminate on the earlier of:

1)	if the rider is in Lifetime Guaranteed Withdrawal status, the date of receipt of due proof of death ("claim date") of the owner (or in the case of joint owners, the first owner) or the annuitant if there is a non-natural owner; or
2)	the date the rider enters Lifetime Automatic Periodic Benefit status.

Continuation After Death - Spouse. If the surviving spouse of the deceased owner continues the Contract (see "Death Benefit Choices - Continuation After Death - Spouse"), the rider will also continue, provided the following conditions are met:

1)	The spouse is at least 50 years old on the date the Contract is continued; and
2)	The spouse becomes the annuitant and sole owner.

If the rider is in the Growth Phase at the time of spousal continuation:

1)	The rider will continue in the Growth Phase;
2)	On the date the rider is continued, the ING LifePay Base will be reset to equal the greater of the ING LifePay Base and the then current Contract value;
3)	The ING LifePay charges will restart and be the same as were in effect prior to the claim date; and
4)	The Maximum Annual Withdrawal percentage will be determined as of the date of the first withdrawal, whenever it occurs, and will be based on the spouse's age on that date.

If the rider is in the Withdrawal Phase at the time of spousal continuation:

1)	The rider will continue in the Withdrawal Phase.
2)	On the Contract anniversary following the date the rider is continued:
	(a)	If the surviving spouse was not the annuitant before the owner's death, the Maximum Annual Withdrawal is recalculated by multiplying the Contract value on that Contract anniversary by the Maximum Annual Withdrawal percentage based on the surviving spouse's age on that Contract anniversary, and the Maximum Annual Withdrawal is considered to be zero from the claim date to that Contract anniversary. Withdrawals are permitted pursuant to the other provisions of the Contract. Withdrawals causing the Contract value to fall to zero will terminate the Contract and the rider.
	(b)	If the surviving spouse was the annuitant before the owner's death, the Maximum Annual Withdrawal is recalculated as the greater of the Maximum Annual Withdrawal on the claim date (adjusted for excess withdrawals thereafter) and the Maximum Annual Withdrawal resulting from multiplying the Contract value on that Contract anniversary by the Maximum Annual Withdrawal percentage. The Maximum Annual Withdrawal does not go to zero on the claim date and withdrawals may continue under the rider provisions.
3)	The rider charges will restart on the Contract anniversary following the date the rider is continued and
	will	be the same as were in effect prior to the claim date.

Effect of ING LifePay Rider on Death Benefit. If you die before Lifetime Automatic Periodic Benefit Status begins under the ING LifePay rider, the death benefit is payable, but the rider terminates. However, if the beneficiary is the owner's spouse, and the spouse elects to continue the Contract, the death benefit is not payable until the spouse's death. Thus, you should not purchase this rider with multiple owners, unless the

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owners are spouses. See "Death of Owner or Annuitant" and "Continuation After Death - Spouse," above for further information.

While in Lifetime Automatic Periodic Benefit Status, if the owner who is not the annuitant dies, we will continue to pay the periodic payments that the owner was receiving under the ING LifePay rider to the annuitant. While in Lifetime Automatic Periodic Benefit Status, if an owner who is also the annuitant dies, the periodic payments will stop. No other death benefit is payable.

Change of Owner or Annuitant . Other than as provided above under "Continuation After Death- Spouse," you may not change the annuitant. The rider and rider charges will terminate upon change of owner, including adding an additional owner, except for the following ownership changes:

1)	spousal continuation as described above;
2)	change of owner from one custodian to another custodian;
3)	change of owner from a custodian for the benefit of an individual to the same individual;
4)	change of owner from an individual to a custodian for the benefit of the same individual;
5)	collateral assignments;
6)	change in trust as owner where the individual owner and the grantor of the trust are the same individual;
7)	change of owner from an individual to a trust where the individual owner and the grantor of the trust are the same individual; and
8)	change of owner from a trust to an individual where the individual owner and the grantor of the trust are the same individual.

Surrender Charges . If you elect the ING LifePay rider, your withdrawals will be subject to surrender charges if they exceed the free withdrawal amount. However, once your Contract value is zero, the periodic payments under the ING LifePay rider are not subject to surrender charges.

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

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay rider, see "Federal Tax Considerations - Tax Consequences of Living Benefits and Death Benefit."

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

Purchase. The ING Joint LifePay rider is only available for purchase by individuals who are married at the time of purchase and eligible to elect spousal continuation (as defined by the Tax Code) when the death benefit becomes payable. We refer to these individuals as spouses. Certain ownership, annuitant, and beneficiary designations are required in order to purchase the ING Joint LifePay rider. See "Ownership, Annuitant, and Beneficiary Requirements," below.

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The minimum issue age is 55 and the maximum issue age is 80. Both spouses must meet these issue age requirements on the contract anniversary on which the ING Joint LifePay rider is effective. The issue age is the age of the owners on the Contract anniversary on which the rider is effective. Some broker dealers may limit the maximum issue age to ages younger than age 80, but in no event lower than age 55. We reserve the right to change the minimum or maximum issue ages on a nondiscriminatory basis. The ING Joint LifePay rider is available for Contracts issued on and after November 1, 2004 (subject to availability) that do not already have a living benefit rider. The ING Joint LifePay rider will not be issued if the initial allocation to investment options is not in accordance with the investment option restrictions described in "Investment Option Restrictions," below. For Contracts with the ING LifePay rider, you may elect the ING Joint LifePay rider in place of the ING LifePay rider for a limited time. For more information, please contact our Customer Service Center. The Company in its discretion may allow the ING Joint LifePay rider to be elected during the 30-day period preceding a contract anniversary. Such election must be received in good order, including owner, annuitant, and beneficiary designations and compliance with the investment restrictions described below. The ING Joint LifePay rider will be effective as of that contract anniversary.

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

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

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

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

Rider Date. The ING Joint LifePay rider date is the date the ING Joint LifePay rider becomes effective. If you purchase the ING Joint LifePay rider when the contract is issued, the ING Joint LifePay rider date is also the contract date.

Charge. The charge for the ING Joint LifePay rider, a living benefit, is deducted quarterly, and is a percentage of contract value:


Maximum Annual Charge	Current Annual Charge
1.50%	0.75%

We deduct the quarterly charge in arrears based on the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter from the contract date. If the rider is added after contract issue, the charges will still be deducted on quarterly contract anniversaries, but the first charge will be pro-rated based on what is owed at the time the rider is added through the contract quarter end. Similarly, the charge is pro-rated when the rider is terminated. Charges are deducted during the period starting on the rider date and up to your rider's Lifetime Automatic Periodic Benefit Status. Lifetime Automatic Periodic Benefit Status occurs if your contract value is reduced to zero and other conditions are met. The

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charge may be subject to change if you elect the reset option after your first five contract years, but subject to the maximum annual charge.

No Cancellation. Once you purchase the ING Joint LifePay rider, you may not cancel it unless you cancel the contract during the contract's free look period (or otherwise cancel the contract pursuant to its terms), surrender or annuitize in lieu of payments under the ING Joint LifePay rider. These events automatically cancel the ING Joint LifePay rider.

Termination. The ING Joint LifePay rider is a "living benefit" which means the guaranteed benefits offered are intended to be available to you and your spouse while you are living and while your contract is in the accumulation phase. The optional rider automatically terminates if you:

1)	terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving annuity payments in lieu of payments under the ING Joint LifePay rider;
2)	die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant if the contract is a custodial IRA), unless your spouse elects to continue the contract (and your spouse is active for purposes of the ING Joint LifePay rider); or
3)	change the owner of the contract (other than a spousal continuation by an active spouse).

See "Change of Owner or Annuitant," below. Other circumstances that may cause the ING Joint LifePay rider to terminate automatically are discussed below.

Active Status. Once the ING Joint LifePay rider has been issued, a spouse must remain in "active" status in order to exercise rights and receive the benefits of the ING Joint LifePay rider after the first spouse's death by electing spousal continuation. In general, changes to the ownership, annuitant, and/or beneficiary designation requirements noted above will result in one spouse being designated as "inactive." Inactive spouses are not eligible to continue the benefits of the ING Joint LifePay rider after the death of the other spouse. Once designated "inactive," a spouse may not regain active status under the ING Joint LifePay rider. Specific situations that will result in a spouse's designation as "inactive" include the following:

1)	For nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that spouse does not automatically become sole primary beneficiary pursuant to the terms of the contract), or the change of one joint owner to a person other than an active spouse.
2)	For nonqualified contracts where one spouse is the owner and the other spouse is the sole primary beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who is not also an active spouse or any change of beneficiary (including the addition of primary beneficiaries).
3)	In the event of the death of one spouse (in which case the deceased spouse becomes inactive).

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understand the impact of beneficiary and owner changes on the ING Joint LifePay rider prior to requesting any such changes.

A divorce will terminate the ability of an ex-spouse to continue the contract. See "Divorce," below.

Lifetime Guaranteed Withdrawal Status . This status begins on the date the ING Joint LifePay rider is issued (the "effective date of the ING Joint LifePay rider") and continues until the earliest of:

1)	the annuity commencement date;
2)	reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;
3)	reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal (see "Lifetime Automatic Periodic Benefit Status," below);
4)	the surrender of the contract; or
5)	the death of the owner (first owner, in the case of joint owners, or the annuitant, in the case of a custodial IRA), unless your active spouse beneficiary elects to continue the contract.

As described below, certain features of the ING Joint LifePay rider may differ depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING Joint LifePay Rider Works. The ING Joint LifePay rider has two phases. The first phase, called the Growth Phase, begins on the effective date of the ING Joint LifePay rider and ends as of the business day before the first withdrawal is taken (or when the annuity commencement date is reached). The second phase is called the Withdrawal Phase. This phase begins as of the date you take the first withdrawal of any kind under the contract (other than investment advisory fees, as described below), or the annuity commencement date, whichever occurs first. During the accumulation phase of the contract, the ING Joint LifePay rider may be either the Growth Phase or the Withdrawal Phase. During the income phase of the contract, the ING Joint LifePay rider may only be in the Withdrawal Phase. The ING Joint LifePay rider is initially in Lifetime Guaranteed Withdrawal Status. While in this status you may terminate the ING Joint LifePay by electing to enter the income phase and begin receiving annuity payments. However, if you have not elected to begin receiving annuity payments and the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status because the contract value has been reduced to zero, the rider and contract terminate (other than those provisions regarding the payment of the Maximum Annual Withdrawal, as described below) and you can no longer elect to receive annuity payments.

Benefits paid under the ING Joint LifePay rider require the calculation of the Maximum Annual Withdrawal. The ING Joint LifePay Base (referred to as the "MGWB Base" in the contract) is used to determine the Maximum Annual Withdrawal and is calculated as follows:

1)	If you purchased the ING Joint LifePay rider on the contract date, the initial ING Joint LifePay Base is equal to the initial premium.
2)	If you purchased the ING Joint LifePay rider after the contract date, the initial ING Joint LifePay Base is equal to the contract value on the effective date of the ING Joint LifePay rider.
3)	The initial ING Joint LifePay Base is increased dollar-for-dollar by any premiums received during the Growth Phase ("eligible premiums"). The ING Joint LifePay Base is also increased to equal the contract value if the contract value is greater than the current ING Joint LifePay Base, valued on each quarterly contract anniversary after the effective date of the ING Joint LifePay rider during the Growth Phase. The ING Joint LifePay Base has no additional impact on the calculation of annuity payments or withdrawal benefits.

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Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of determining the ING Joint LifePay Base or the Maximum Annual Withdrawal; however, we reserve the right to treat such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during the Withdrawal Phase do increase the contract value used to determine the reset Maximum Annual Withdrawal if you choose to reset the ING Joint LifePay rider (see "ING Joint LifePay Reset Option," below). We reserve the right to discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined on the date the Withdrawal Phase begins. It equals the Maximum Annual Withdrawal percentage multiplied by the greater of the contract value and the ING Joint LifePay Base, as of the last day of the Growth Phase. The first withdrawal after the effective date of the ING Joint LifePay rider (which causes the end of the Growth Phase) is treated as occurring on the first day of the Withdrawal Phase, immediately after calculation of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal percentage, which varies by age of the youngest active spouse on the date the Withdrawal Phase begins, is as follows:


	Maximum Annual
Annuitant Age	Withdrawal Percentage
55-64	4%
65-75	5%
76-80	6%
81+	7%

Once determined the Maximum Annual Withdrawal percentage never changes for the contract. This is important to keep in mind in deciding when to take your first withdrawal because the younger you are at that time, the lower the Maximum Annual Withdrawal percentage.

If the ING Joint LifePay rider is in the Growth Phase, and the annuity commencement date is reached, the ING Joint LifePay rider will enter the Withdrawal Phase and annuity payments will begin. In lieu of the annuity options under the Contract, you may elect a life only annuity option under which we will pay the greater of the annuity payout under the Contract and equal annual payments of the Maximum Annual Withdrawal, provided that, if both spouses are active, payments under the life only annuity option will be calculated using the joint life expectancy table for both spouses. If only one spouse is active, payments will be calculated using the single life expectancy table for the active spouse.

Withdrawals in a contract year that do not exceed the Maximum Withdrawal Amount do not reduce the Maximum Withdrawal Amount. However, if withdrawals in any contract year exceed the Maximum Annual Withdrawal (an "excess withdrawal"), the Maximum Annual Withdrawal will be reduced on a pro -rata basis. This means that the Maximum Annual Withdrawal will be reduced by the same proportion as the excess withdrawal is of the contract value determined after the deduction the amount withdrawn up to the Maximum Annual Withdrawal but before deduction of the excess withdrawal.

When a withdrawal is made, the total withdrawals taken in a contract year are compared with the current Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of determining whether the Maximum Annual Withdrawal has been exceeded, any Market Value Adjustment or surrender charges will not be considered. However, for purposes of determining the Maximum Annual Withdrawal reduction after an excess withdrawal, surrender charges and/or Market Value Adjustment are considered to be part of the withdrawal, and will be included in the pro -rata adjustment to the Maximum Annual Withdrawal. See Illustrations 1 and 2 below for examples of this concept.

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withdrawal which exceeds the Maximum Annual Withdrawal for a specific contract year, will not be deemed excess withdrawals in that contract year for purposes of the ING Joint LifePay rider, subject to the following:

1)	If the contract owner's Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to the contract, is greater than the Maximum Annual Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.
2)	You may withdraw the Additional Withdrawal Amount from this contract without it being deemed an excess withdrawal.
3)	Any withdrawals taken in a contract year will count first against the Maximum Annual Withdrawal for that contract year.
4)	Once the Maximum Annual Withdrawal for the then current contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count against and reduce any Additional Withdrawal Amount.
5)	Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.
6)	The Additional Withdrawal Amount is reset to zero at the end of each calendar year, and remains at zero until it is reset in January of the following calendar year, even if, pursuant to the Tax Code, the contract owner may take a Required Minimum Distribution for that calendar year after the end of the calendar year.
7)	If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal Amount necessary to satisfy the Required Minimum Distribution for that year (if any).

See Illustration 3 below.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the payment of investment advisory fees to a named third party investment adviser for advice on management of the contract's values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals reduce the ING Joint LifePay Base on a pro-rata basis, and during the Withdrawal Phase, these withdrawals are treated as any other withdrawal.

Lifetime Automatic Periodic Benefit Status. If the contract value is reduced to zero by a withdrawal in excess of the Maximum Annual Withdrawal, the contract and the ING Joint LifePay rider will terminate due to the pro-rata reduction described in "Determination of the Maximum Annual Withdrawal," above.

If the contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual Withdrawal while the ING Joint LifePay rider is in Lifetime Guaranteed Withdrawal Status, the ING Joint LifePay rider will enter Lifetime Automatic Periodic Benefit Status and you are no longer entitled to make withdrawals. Instead, under the ING Joint LifePay rider you will begin to receive periodic payments in an annual amount equal to the Maximum Annual Withdrawal.

When the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status:

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

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2)	no further premium payments will be accepted; and
3)	any other riders attached to the contract will terminate, unless otherwise specified in that rider.

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status (including the withdrawal that results in the contract value decreasing to zero), that difference will be paid immediately to the contract owner. The periodic payments will begin on the last day of the first full contract year following the date the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

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

ING Joint LifePay Reset Option. Beginning one year after the Withdrawal Phase begins, you may choose to reset the Maximum Annual Withdrawal, if the Maximum Annual Withdrawal percentage multiplied by the contract value would be greater than your current Maximum Annual Withdrawal. You must elect to reset by a request in a form satisfactory to us. On the date the request is received (the "Reset Effective Date"), the Maximum Annual Withdrawal will increase to be equal to the Maximum Annual Withdrawal percentage multiplied by the contract value on the Reset Effective Date. The reset option is only available when the ING Joint LifePay rider is in Lifetime Guaranteed Withdrawal Status. We reserve the right to limit resets to the contract anniversary.

If the reset option is exercised, the charge for the ING Joint LifePay rider will be equal to the charge then in effect for a newly purchased rider but will not exceed the maximum annual charge of 1.50%. However, we guarantee that the ING Joint LifePay rider charge will not increase for resets exercised within the first five contract years. See Illustration 4 at the end of this appendix.

Investment Option Restrictions. In order to mitigate the insurance risk inherent in our guarantee to provide you and your spouse with lifetime payments (subject to the terms and restrictions of the ING Joint LifePay rider), we require that your contract value be allocated in accordance with certain limitations. In general, to the extent that you choose not to invest in the Accepted Funds, we require that 20% of the amount not so invested be invested in the Fixed Allocation Funds. We will require this allocation regardless of your investment instructions to the contract, as described below.

While the ING Joint LifePay rider is in effect, there are limits on the portfolios to which your contract value may be allocated. Contract value allocated to portfolios other than Accepted Funds will be rebalanced so as to maintain at

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least 20% of such contract value in the Fixed Allocation Funds. See "Fixed Allocation Funds Automatic Rebalancing," below.

If this rider was purchased before January 12, 2009, the following are additional Accepted Funds:

ING Franklin Templeton Founding Strategy Portfolio

ING WisdomTree SM Global High-Yielding Equity Index Portfolio

We may change these designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract value allocated to such portfolios after the date of the change.


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

ING American Funds Bond Portfolio	ING PIMCO Total Return Bond Portfolio
ING BlackRock Inflation Protected Bond Portfolio	ING Intermediate Bond Portfolio
ING U.S. Bond Index Portfolio

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

Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is less than 20% of the total contract value allocated to the Fixed Allocation Funds and Other Funds on any ING Joint LifePay Rebalancing Date, we will automatically rebalance the contract value allocated to the Fixed Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds. Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done on a pro -rata basis among the Other Funds and will be the last transaction processed on that date. The ING Joint LifePay Rebalancing Dates occur on each contract anniversary and after the following transactions:

1)	receipt of additional premiums;
2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you; and
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

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

Divorce. Generally, in the event of a divorce, the spouse who retains ownership of the contract will continue to be entitled to all rights and benefits of the ING Joint LifePay rider, while the ex -spouse will no longer have any such rights or be entitled to any such benefits. In the event of a divorce during Lifetime Guaranteed Withdrawal Status, the ING Joint LifePay rider continues, and terminates upon the death of the owner (first owner in the case of joint owners, or the annuitant in the case of a custodial IRA). Although spousal continuation may be available under the Tax Code for a subsequent spouse, the ING Joint LifePay rider cannot be continued by the new spouse. As the result of the divorce, we may be required to withdraw assets for the benefit of an ex-spouse. Any such withdrawal will be considered a withdrawal for purposes of the Maximum Annual Withdrawal amount. In other words, if a withdrawal incident to a divorce exceeds the Maximum Annual Withdrawal amount, it will be considered an excess withdrawal. See "Determination of the Maximum Annual Withdrawal," above. As noted, in the event of a divorce there is no change to the Maximum Annual Withdrawal and we will continue to deduct charges for the ING Joint LifePay rider.

In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change to the periodic payments made. Payments will continue until both spouses are deceased.

Death of Owner. The death of the owner (or in the case of joint owners, the first owner, or for custodial IRAs, the annuitant) during Lifetime Guaranteed Withdrawal Status may cause the termination of the ING Joint LifePay rider and its charges, depending upon whether one or both spouses are in active status at the time of death, as described below.

1)	If both spouses are in active status: If the surviving spouse elects to continue the contract and becomes the sole owner and annuitant, the ING Joint LifePay rider will remain in effect pursuant to its original terms and ING Joint LifePay coverage and charges will continue. As of the date the contract is continued, the Maximum Annual Withdrawal will be set to the greater of the existing Maximum Annual Withdrawal or the Maximum Annual Withdrawal percentage multiplied by the contract value on the date the contract is continued. Such a reset will not count as an exercise of the ING Joint LifePay Reset Option, and rider charges will not increase.
	If the surviving spouse elects not to continue the contract, ING Joint LifePay rider coverage and charges will cease upon the earlier of payment of the death benefit or notice that an alternative distribution option has been chosen.
2)	If the surviving spouse is in inactive status: The ING Joint LifePay rider terminates and ING Joint LifePay coverage and charges cease upon proof of death.

Change of Owner or Annuitant . Other than as a result of spousal continuation, you may not change the annuitant. The ING Joint LifePay rider and rider charges will terminate upon change of owner, including adding an additional owner, except for the following ownership changes:

1)	spousal continuation by an active spouse, as described above;
2)	change of owner from one custodian to another custodian for the benefit of the same individual;
3)	change of owner from a custodian for the benefit of an individual to the same individual (in order to avoid the owner's spouse from being designated inactive, the owner's spouse must be named sole beneficiary under the contract);
4)	change of owner from an individual to a custodian for the benefit of the same individual;

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5)	collateral assignments;
6)	for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner is the original owner's spouse and is active when added as joint owner;
7)	for nonqualified contracts, removal of a joint owner, provided the removed joint owner is active and becomes the primary contract beneficiary; and
8)	change of owner where the owner becomes the sole primary beneficiary and the sole primary beneficiary becomes the owner if both were active spouses at the time of the change.

Surrender Charges . If you elect the ING Joint LifePay rider, your withdrawals will be subject to surrender charges if they exceed the free withdrawal amount. However, once your contract value is zero, the periodic payments under the ING Joint LifePay rider are not subject to surrender charges, nor will these amounts be subject to any other charges under the contract.

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

ING LifePay and ING Joint LifePay Partial Withdrawal Amount Examples. The following are examples of adjustments to the Maximum Annual Withdrawal amount for withdrawals in excess of the Maximum Annual Withdrawal:

Illustration 1: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the Maximum Annual Withdrawal, including surrender and/or MVA charges.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $500 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $300 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $ 4,500, do not exceed the Maximum Annual Withdrawal, $5,000.

Total gross withdrawals during the contract year are $ 7,000 ($3,000 + $500 + $1,500 + $300 + $1,500 + $200). The adjustment is the lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal ($ 7,000 - $5,000 = $2,000), and the amount of the current gross withdrawal ($1,500 + $200 = $1,700) .

If the Account Value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by 3.40% ($1,700 / $50,000) to $4,830 ((1 - 3.40%) * $5,000).

Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

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The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $ 4,500, do not exceed the Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA charges. Because total net withdrawals taken, $ 6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the contract year are $ 6,000 ($3,000 + $1,500 + $1,500). The adjustment is the lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal, $1,000, and the amount of the current gross withdrawal, $1,500.

If the Account Value after the part of the gross withdrawal that was within the Maximum Annual Withdrawal, $500, is $49,500, then the Maximum Annual Withdrawal is reduced by 2.02% ($1,000 / $49,500) to $ 4,899 ((1 - 2.02%) * $5,000) .

Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the Additional Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. The RMD for the current calendar year applicable to this contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the excess of this amount above the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000).

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA charges. Total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $ 5,000, however, the Maximum Annual Withdrawal is not adjusted until the Additional Withdrawal Amount is exhausted. The amount by which total net withdrawals taken exceed the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000), is the same as the Additional Withdrawal Amount, so no adjustment to the Maximum Annual Withdrawal is made. If total net withdrawals taken had exceeded the sum of the Maximum Annual Withdrawal and the Additional Withdrawal Amount, then an adjustment would be made to the Maximum Annual Withdrawal.

Illustration 4: The Reset Option is utilized.

Assume the Maximum Annual Withdrawal is $5,000 and the Maximum Annual Withdrawal percentage is 5%.

One year after the first withdrawal is taken, the contract value has increased to $ 120,000, and the Reset Option is utilized. The Maximum Annual Withdrawal is now $6,000 ($120,000 * 5%).

One year after the Reset Option was first utilized, the contract value has increased further to $130,000. The Reset Option is utilized again, and the Maximum Annual Withdrawal is now $6,500 ($130,000 * 5%).

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APPENDIX L

Minimum Guaranteed Withdrawal Benefit

(Applicable to Contracts Issued in States Where ING LifePay is Not Available.)

Minimum Guaranteed Withdrawal Benefit Rider (MGWB). The MGWB rider, marketed under the name, ING PrincipalGuard Withdrawal Benefit, is an optional benefit which guarantees that if your contract value is reduced to zero, you will receive periodic payments. The amount of the periodic payments is based on the amount in the MGWB Withdrawal Account. Only premiums added to your Contract during the first two-year period after your rider date are included in the MGWB Withdrawal Account. Any additional premium payments added after the second rider anniversary are not included in the MGWB Withdrawal Account. Thus, the MGWB rider may not be appropriate for you if you plan to add substantial premium payments after your second rider anniversary.

The guarantee provides that, subject to the conditions described below, the amount you will receive in periodic payments is equal to your Eligible Payment Amount adjusted for any prior withdrawals. Your Eligible Payment Amount depends on when you purchase the MGWB rider and equals:

1)	if you purchased the MGWB rider on the contract date: your premium payments received during the first two contract years;
2)	if you purchased the MGWB rider after the contract date: your contract value on the Rider Date, including any premiums received that day, and any subsequent premium payments received during the two-year period commencing on the Rider Date.

To maintain the guarantee, withdrawals in any contract year may not exceed 7% of your Eligible Payment Amount adjusted, as defined below. If your contract value is reduced to zero, your periodic payments will be 7% of your Eligible Payment Amount every year. Payments continue until your MGWB Withdrawal Account is reduced to zero. Please note that before Automatic Periodic Benefit status is reached, withdrawals in excess of the free withdrawal amount will be subject to surrender charges. Once your contract reaches Automatic Period Benefit Status, the periodic payments paid under the MGWB rider are not subject to surrender charges.

The MGWB Withdrawal Account is equal to the Eligible Payment Amount adjusted for any withdrawals and transfers between Covered and Excluded Funds. The MGWB Withdrawal Account is tracked separately for Covered and Excluded Funds. The MGWB Withdrawal Account equals the sum of (a) the MGWB Withdrawal Account allocated to Covered Funds, and (b) the lesser of (i) the MGWB Withdrawal Account allocated to Excluded Funds and (ii) the contract value in Excluded Funds. Thus, investing in the Excluded Funds may limit the MGWB Withdrawal Account. No investment options are currently designated as Excluded Funds for the Minimum Guaranteed Withdrawal Benefit.

The Maximum Annual Withdrawal Amount (or "MAW") is equal to 7% of the Eligible Payment Amount. Withdrawals from Covered Funds of up to the MAW will reduce the value of your MGWB Withdrawal Account by the dollar amount of the withdrawal. Any withdrawals from Covered Funds greater than the MAW will cause a reduction in the MGWB Withdrawal Account allocated to Covered Funds by the proportion that the excess withdrawal bears to the remaining contract value in Covered Funds after the withdrawal of the MAW. All withdrawals from Excluded Funds will reduce the value of the MGWB Withdrawal Account allocated to Excluded Funds on a pro-rata basis. If a single withdrawal involves both Covered and Excluded Funds and exceeds 7%, the withdrawal will be treated as taken first from Covered Funds.

Any withdrawals greater than the MAW will also cause a reduction in the Eligible Payment Amount by the proportion that the excess portion of the withdrawal bears to the contract value remaining after withdrawal of the MAW at the time of the withdrawal. Please see MGWB Excess Withdrawal Amount Examples below.

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Once your contract value is zero, any periodic payments paid under the MGWB rider also reduce the MGWB Withdrawal Account by the dollar amount of the payments. If a withdrawal reduces the MGWB Withdrawal Account to zero, the MGWB rider terminates and no further benefits are payable under the rider.

Net transfers from Covered Funds to Excluded Funds will reduce the MGWB Withdrawal Account allocated to Covered Funds on a pro-rata basis. The resulting increase in the MGWB Withdrawal Account allocated to Excluded Funds equals the reduction in the MGWB Withdrawal Account for Covered Funds.

Net transfers from Excluded Funds to Covered Funds will reduce the MGWB Withdrawal Account allocated to Excluded Funds on a pro-rata basis. The resulting increase in the MGWB Withdrawal Account allocated to Covered Funds will equal the lesser of the reduction in the MGWB Withdrawal Account for Excluded Funds and the net contract value transferred.

You should not make any withdrawals if you wish to retain the option to elect the Step-Up Benefit (see below) .

The MGWB Withdrawal Account is only a calculation which represents the remaining amount available for periodic payments. It does not represent a contract value, nor does it guarantee performance of the subaccounts in which you are invested. It will not affect your annuitization, surrender and death benefits.

Guaranteed Withdrawal Status. You may continue to make withdrawals in any amount permitted under your Contract so long as your contract value is greater than zero. See "Withdrawals." However, making any withdrawals in any year greater than the MAW will reduce the Eligible Payment Amount and payments under the MGWB rider by the proportion that the withdrawal bears to the contract value at the time of the withdrawal. The MGWB rider will remain in force and you may continue to make withdrawals each year so long as:

1)	your contract value is greater than zero;
2)	your MGWB Withdrawal Account is greater than zero;
3)	you have not reached your latest allowable annuity start date;
4)	you have not elected to annuitize your Contract; and
5)	you have not died (unless your spouse has elected to continue the Contract), changed the ownership of the Contract or surrendered the Contract.

The standard Contract provision limiting withdrawals to no more than 90% of the cash surrender value is not applicable under the MGWB rider.

Automatic Periodic Benefit Status. Under the MGWB rider, in the event your contract value is reduced to zero, your Contract is given Automatic Periodic Benefit Status, if:

1)	your MGWB Withdrawal Account is greater than zero;
2)	you have not reached your latest allowable annuity start date;
3)	you have not elected to annuitize your Contract; and
4)	you have not died, changed the ownership of the Contract or surrendered the Contract.

Once your Contract is given Automatic Periodic Benefit Status, we will pay you the annual MGWB periodic payments, beginning on the next contract anniversary until the earliest of (i) your Contract's latest annuity start date, (ii) the death of the owner; or (iii) your MGWB Withdrawal Account is exhausted. These payments are equal to the lesser of the remaining MGWB Withdrawal Account or the MAW. We will reduce the MGWB Withdrawal Account by the amount of each payment. Once your Contract is given Automatic Periodic Benefit Status, we will not accept

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any additional premium payments in your Contract, and the Contract will not provide any benefits except those provided by the MGWB rider. Any other rider terminates. Your Contract will remain in Automatic Periodic Benefit Status until the earliest of (i) payment of all MGWB periodic payments, (ii) payment of the Commuted Value (defined below) or (iii) the owner's death.

On the Contract's latest annuity start date, in lieu of making the remaining MGWB periodic payments, we will pay you the Commuted Value of your MGWB periodic payments remaining. We may, at our option, extend your annuity start date in order to continue the MGWB periodic payments. The Commuted Value is the present value of any then-remaining MGWB periodic payments at the current interest rate plus 0.50%. The current interest rate will be determined by the average of the Ask Yields for U.S. Treasury STRIPS as quoted by a national quoting service for period(s) applicable to the remaining payments. Once we pay you the last MGWB periodic payment or the Commuted Value, your Contract and the MGWB rider terminate.

Reset Option. Beginning on the fifth contract anniversary following the Rider Date, if the contract value is greater than the MGWB Withdrawal Account, you may choose to reset the MGWB Rider. The effect will be to terminate the existing MGWB Rider and add a new MGWB Rider ("New Rider"). The MGWB Withdrawal Account under the New Rider will equal the contract value on the date the New Rider is effective. The charge for the MGWB under the New Rider and any right to reset again will be based on the terms of the New Rider when it is issued. We reserve the right to limit the reset election to contract anniversaries only. If you elect the Reset Option, the Step-Up benefit is not available.

Step-Up Benefit. If the Rider Date is the same as the Contract Date, beginning on the fifth contract anniversary following the Rider Date, if you have not made any previous withdrawals, you may elect to increase the MGWB Withdrawal Account, the adjusted Eligible Payment Amount and the MAW by a factor of 20%. This option is available whether or not the contract value is greater than the MGWB Withdrawal Account. If you elect the Step -Up Benefit:

1)	we reserve the right to increase the charge for the MGWB Rider up to a maximum annual charge of 1.00% of contract value;
2)	you must wait at least five years from the Step-Up date to elect the Reset Option.

The Step-Up Benefit may be elected only one time under the MGWB Rider. We reserve the right to limit the election of the Step -Up Benefit to contract anniversaries only. Please note that if you have a third party investment advisor who charges a separate advisory fee, and you have chosen to use withdrawals from your contract to pay this fee, these will be treated as any other withdrawals, and the Step-Up Benefit will not be available.

Death of Owner.

Before Automatic Periodic Benefit Status. The MGWB rider terminates on the first owner's date of death (death of annuitant, if there is a non-natural owner), but the death benefit is payable. However, if the beneficiary is the owner's spouse, the spouse elects to continue the Contract, and the contract value steps up to the minimum guaranteed death benefit, the MGWB Withdrawal Account and MAW are also reset. The MGWB charge will continue at the existing rate. Reset upon spousal continuation does not affect any then existing Reset Option.

During Automatic Periodic Benefit Status. The death benefit payable during Automatic Periodic Benefit Status is your MGWB Withdrawal Account which equals the sum of the remaining MGWB periodic payments.

Purchase. To purchase the MGWB rider, you must be age 80 or younger on the Rider Date. The MGWB rider must be purchased on the contract date. If the rider is not yet available in your state, the Company may in its discretion allow purchase of this rider during the 30 -day period preceding the first contract anniversary after the date of this prospectus, or the date of state approval, whichever is later.

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Minimum Guaranteed Withdrawal Benefit rider 1 :

		Maximum Annual Charge if Step-Up
As an Annual Charge	As a Quarterly Charge	Benefit Elected2
0.45% of contract value	0.1125% of contract value	1.00% of contract value

1	We deduct optional rider charges from the subaccounts in which you are invested on each quarterly contract anniversary and pro-rata on termination of the Contract; if the value in the subaccounts is insufficient, the optional rider charges will be deducted from the Fixed Interest Allocation(s) nearest maturity, and the amount deducted may be subject to a Market Value Adjustment.
	2 If you choose to reset the MGWB Rider on or after July 11, 2011, the charge for the MGWB will increase to an annual charge of 1.00% of contract value. Please see "Minimum Reset Option" above.
3	If you elect the Step-Up Benefit, we reserve the right to increase the charge for the MGWB to a maximum annual charge of 1.00% of contract value. Please see "Step-Up Benefit" above.

MGWB Excess Withdrawal Amount Examples. The following are examples of adjustments to the MGWB Withdrawal Account and the Maximum Annual Withdrawal Amount for Transfers and Withdrawals in Excess of the Maximum Annual Withdrawal Amount ("Excess Withdrawals Amount"):

Example #1: Owner has invested only in Covered Funds

Assume the Contract Value (CV) before the withdrawal is $100,000 and is invested in Covered Funds only, the Eligible Payment Amount (EPA) is $100,000, the Maximum Annual Withdrawal Amount (MAW) is $7,000, the MGWB Withdrawal Account allocated to Covered Funds ("Covered Withdrawal Account") is $120,000, and a withdrawal of $10,000 is made. The effect of the withdrawal is calculated as follows:

The new CV is $90,000 ($100,000 - $10,000).

The Excess Withdrawal Amount is $3,000 ($10,000 - $7,000).

The Covered Withdrawal Account is first reduced dollar-for-dollar by the portion of the withdrawal up to the MAW to $ 113,000 ( $120,000 - $7,000), and is then reduced pro-rata based on the ratio of the Excess Withdrawal Amount to the CV (after being reduced for the withdrawal up to the MAW) to $109,354.84 ($113,000 * (1 - $3,000 / $93,000)).

The EPA is reduced pro -rata based on the ratio of the Excess Withdrawal Amount to the CV (after being reduced for the withdrawal up to the MAW) to $ 96,774.19 ($100,000 * (1 - $3,000 / $93,000)). The reduction to the EPA for withdrawals of Excess Withdrawal Amount is applied pro -rata regardless of whether CV is allocated to Covered or Excluded Funds. The MAW is then recalculated to be 7% of the new EPA, $6,774.19 ($96,774.19 * 7%).

Example #2: Owner has invested only in Excluded Funds

Assume the Contract Value (CV) before the withdrawal is $100,000 and is invested in Excluded Funds only, the Eligible Payment Amount (EPA) is $100,000, the Maximum Annual Withdrawal Amount (MAW) is $7,000, the MGWB Withdrawal Account allocated to Excluded Funds ("Excluded Withdrawal Account") is $120,000, and a withdrawal of $10,000 is made. The effect of the withdrawal is calculated as follows:

The new CV is $90,000 ($100,000 - $10,000).

The Excess Withdrawal Amount is $3,000 ($10,000 - $7.000).

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The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the entire amount withdrawn to the CV (before the withdrawal) to $108,000 ($ 120,000 * (1 - $10,000 / $100,000)).

The EPA is reduced pro -rata based on the ratio of the Excess Withdrawal Amount to the CV (after being reduced for the withdrawal up to the MAW) to $ 96,774.19 ($100,000 * (1 - $3,000/$93,000)). The reduction to the EPA for withdrawals of Excess Withdrawal Amount is applied pro -rata regardless of whether CV is allocated to Covered or Excluded Funds. The MAW is then recalculated to be 7% of the new EPA, $6,774.19 ($96,774.19 * 7%).

Example #3: Owner has invested in both Covered and Excluded Funds

Assume the Contract Value (CV) before the withdrawal is $100,000 and is invested $60,000 in Covered Funds and $40,000 in Excluded Funds. Further assume that the Eligible Payment Amount (EPA) is $100,000, the Maximum Annual Withdrawal Amount (MAW) is $ 7,000, the MGWB Withdrawal Account allocated to Covered Funds ("Covered Withdrawal Account") is $75,000, the MGWB Withdrawal Account allocated to Excluded Funds ("Excluded Withdrawal Account") is $45,000, and a withdrawal is made of $10,000 ($8,000 from Covered Funds and $2,000 from Excluded Funds).

The new CV for Covered Funds is $52,000 ($60,000 - $8,000), and the new CV for Excluded Funds is $38,000 ($40,000 - $2,000).

The Covered Withdrawal Account is first reduced dollar-for-dollar by the lesser of the MAW ($7,000) and the amount withdrawn from Covered Funds ($8,000) to $68,000 ($75,000 - $7,000), and is then reduced pro-rata based on the ratio of any Excess Withdrawal Amount from Covered Funds to the CV in Covered Funds (after being reduced for the withdrawal up to the MAW) to $ 66,716.98 ($68,000 * (1 - $1,000 / $53,000).

The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the amount withdrawn from Excluded Funds to the CV in Excluded Funds (prior to the withdrawal) to $ 42,750 ($45,000 * (1 - $2,000 / $40,000)).

Example #4: Owner transfers funds from Excluded Funds to Covered Funds

Assume the Contract Value (CV) before the transfer is $100,000 and is invested $60,000 in Covered Funds and $40,000 in Excluded Funds. Further assume that the MGWB Withdrawal Account allocated to Covered Funds ("Covered Withdrawal Account") is $75,000, the MGWB Withdrawal Account allocated to Excluded Funds ("Excluded Withdrawal Account") is $45,000, and a transfer is made of $10,000 from Excluded Funds to Covered Funds.

The new CV for Covered Funds is $70,000 ($60,000 + $ 10,000), and the new CV for Excluded Funds is $30,000 ($40,000 - $10,000).

The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the amount transferred from Excluded Funds to the CV in Excluded Funds (prior to the transfer) to $ 33,750 ($45,000 * (1 - $10,000 / $40,000)).

The Covered Withdrawal Account is increased by the lesser of the reduction of the Excluded Withdrawal Account of $11,250 ( $45,000 - $33,750) and the actual amount transferred of $10,000. Thus, the Covered Withdrawal Account is increased to $85,000 ($75,000 + $10,000).

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Example #5: Owner transfers funds from Covered Funds to Excluded Funds

The new CV for Covered Funds is $50,000 ($60,000 - $10,000), and the new CV for Excluded Funds is $50,000 ($40,000 + $10,000).

The Covered Withdrawal Account is reduced pro-rata based on the ratio of the amount transferred from Covered Funds to the CV in Covered Funds (prior to the transfer) to $ 62,500 ($75,000 * (1 - $10,000 / $60,000)).

The Excluded Withdrawal Account is increased by the reduction of the Covered Withdrawal Account of $12,500 ($75,000 - $62,500) to $57,500 ( $45,000 + $12,500).

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APPENDIX M

State Variations

This Appendix M contains important state specific variations for Contracts issued in Massachusetts and Washington. The prospectus and this Appendix M provide a general description of the Contract, so please see your Contract, any endorsements and riders for the details.

For Contracts issued in the Commonwealth of Massachusetts , the following provisions apply:

1.	The Fixed Interest Division is not available.
2.	TSA loans are not available.
3.	The Waiver of Surrender Charge for Extended Medical Care or Terminal Illness is not available.

For Contracts issued in the State of Washington , the following provisions apply:

1.	The Fixed Account is not available.
2.	The Minimum Guaranteed Income Benefit (MGIB) Rider Charge," is only deducted from the

subaccounts in which you are invested. No deduction will be made from the Fixed Interest Division.

3. The following describes the death benefit options for Contracts issued in the State of Washington on or before April 30, 2009 . Other than as described below, please see the prospectus for a full description of your death benefit options and other Contract features.

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

1)	the contract value; and
2)	the cash surrender value.

The Standard Death Benefit equals the greatest of the Base Death Benefit, the floor, and the Standard Minimum Guaranteed Death Benefit.

The Standard Minimum Guaranteed Death Benefit equals the initial premium payment, increased by premium payments after issue, and reduced by a pro-rata adjustment for any withdrawal.

The floor for the Death Benefit is the total premium payments made under the Contract reduced by a pro-rata adjustment for any withdrawal.

Enhanced Death Benefit Options . Under the Enhanced Death Benefit options, if you die before the annuity start date, your beneficiary will receive the greater of the Standard Death Benefit and the Enhanced Death Benefit option elected. For purposes of calculating the 5.5% Solution Enhanced Death Benefit and the Max 5.5 Enhanced Death Benefit, certain investment portfolios, and the Fixed Account are designated as "Special Funds."

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M 1

The following investment options are designated as Special Funds: the ING Liquid Assets Portfolio and the Fixed Interest Division.

The ProFunds VP Rising Rates Opportunity Portfolio is also a Special Fund, but closed to new allocations effective April 30, 2007.

For Contracts issued prior to September 2, 2003, however, the ProFunds VP Rising Rates Opportunity Portfolio is not designated as a Special Fund.

The ING Limited Maturity Bond Portfolio is a Special Fund, but closed to new allocations effective March 12, 2004.

For Contracts issued on or after May 1, 2003, but prior to August 21, 2006, the ING Intermediate Bond Portfolio is designated as a Special Fund.

We may, with 30 days notice to you, designate any investment portfolio as a Special Fund on existing contracts with respect to new premiums added to such investment portfolio and also with respect to new transfers to such investment portfolio. Selecting a Special Fund may limit or reduce the 5.5% Max Enhanced Death Benefit.

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

The 5.5% Solution is not available as a standalone death benefit, but the calculation is used to determine the Max 5.5 Enhanced Death Benefit

The 5.5% Solution Enhanced Death Benefit equals the greatest of:

1)	the Standard Death Benefit;
2)	the floor; and
3)	the sum of the contract value allocated to Special Funds and the 5.5% Solution Minimum Guaranteed Death Benefit for Non-Special Funds.

For Contract issued on or after April 11, 2000, the 5.5% Solution Minimum Guaranteed Death Benefit for Special and Non-Special Funds equals premiums, adjusted for withdrawals and transfers, accumulated at 5.5% until the attainment of age 80 and thereafter at 0%, subject to a floor as described below. For Contracts issued before April 11, 2000, the 5.5% Solution Minimum Guaranteed Death Benefit allows for accumulation to continue beyond age 80, subject to the cap. Please see your contract for details regarding the terms of your death benefit.

Withdrawals of up to 5.5% per year of cumulative premiums are referred to as special withdrawals. Special withdrawals reduce the 5.5% Solution Minimum Guaranteed Death Benefit by the amount of contract value withdrawn. For any other withdrawals (withdrawals in excess of the amount available as a special withdrawal), a pro-rata adjustment to the 5.5% Solution Minimum Guaranteed Death Benefit is made. The amount of the pro-rata adjustment for withdrawals from Non-Special Funds will equal (a) times (b) divided by (c): where (a) is the 5.5% Solution Minimum Guaranteed Death Benefit for Non-Special Funds prior to the withdrawal; (b) is the contract value of the withdrawal; and (c) is the contract value allocated to Non-Special Funds before the withdrawal. The amount of the pro-rata adjustment for withdrawals from Special Funds will equal (a) times (b) divided by (c): where (a) is the 5.5% Solution Minimum Guaranteed Death Benefit for Special Funds prior to the withdrawal; (b) is the contract value of the withdrawal; and (c) is the contract value allocated to Special Funds before the withdrawal.

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M 2

Transfers from Special to Non-Special Funds will reduce the 5.5% Solution Minimum Guaranteed Death Benefit for Special Funds on a pro-rata basis. The resulting increase in the 5.5% Solution Minimum Guaranteed Death Benefit in Non-Special Funds will equal the lesser of the reduction in the 5.5% Solution Minimum Guaranteed Death Benefit in Special Funds and the contract value transferred.

Transfers from Non-Special to Special Funds will reduce the 5.5% Solution Minimum Guaranteed Death Benefit in Non-Special Funds on a pro-rata basis. The resulting increase in the 5.5% Solution Minimum Guaranteed Death Benefit for Special Funds will equal the reduction in the 5.5% Solution Minimum Guaranteed Death Benefit for Non-Special Funds.

The floor for the 5.5 % Solution Enhanced Death Benefit is determined by the same calculations described above for the 5.5% Solution Minimum Guaranteed Death Benefit except as follows: If you transfer contract value to a Special Fund, the minimum floor will not be reduced by the transfer. Instead, a portion of the floor (equal to the percentage of contract value transferred) just prior to the transfer will be frozen (with 0% subsequent growth) unless the contract value is transferred back to the Non-Special Funds. Upon such transfer back to Non-Special Funds, we will resume accumulating that portion of the floor at the 5.5% annual effective rate as described above, subject to the age limit described above. Similarly, for contract value allocated directly to Special Funds, that portion of the floor will be the contract value allocated, and will not accumulate while invested in Special Funds. Withdrawals will reduce the floor as described for the minimum guaranteed death benefit above. Your death benefit will be the greater of the floor and the death benefit determined as described above.

The Annual Ratchet Enhanced Death Benefit equals the greater of :

1)	the Standard Death Benefit; and
2)	the Annual Ratchet Minimum Guaranteed Death Benefit.

The Annual Ratchet Minimum Guaranteed Death Benefit equals:

1)	the initial premium payment;
2)	increased dollar for dollar by any premium added after issue;
3)	adjusted on each anniversary that occurs on or prior to attainment of age 90 to the greater of the Annual Ratchet Minimum Guaranteed Death Benefit from the prior anniversary (adjusted for new premiums and partial withdrawals) and the current contract value.

Withdrawals reduce the Annual Ratchet Minimum Guaranteed Death Benefit on a pro-rata basis, based on the amount withdrawn. The amount of the pro-rata adjustment for withdrawals will equal (a) times (b) divided by (c): where (a) is the Annual Ratchet Minimum Guaranteed Death Benefit prior to the withdrawal; (b) is the contract value of the withdrawal; and (c) is the contract value before withdrawal.

The Max 5.5 Enhanced Death Benefit equals the greater of the 5.5% Solution Enhanced Death Benefit and the Annual Ratchet Enhanced Death Benefit. Under this death benefit option, the 5.5% Solution Enhanced Death Benefit and the Annual Ratchet Enhanced Death Benefit are calculated in the same manner as if each were the elected benefit.


Note:	In all cases described above, the amount of the death benefit could be reduced by premium
	taxes owed and withdrawals not previously deducted. The enhanced death benefits may not be
	available in all states.

Landmark - 30180

M 3

Death Benefit for Excluded Funds

We will be designating certain investment portfolios as "Excluded Funds." Excluded Funds will include certain investment portfolios that, due to their volatility, will be excluded from the death benefit guarantees that might otherwise be provided. We may add new portfolios as Excluded Funds. We may also reclassify an existing portfolio as an Excluded Fund or remove such classification upon 30 days notice to you. Such reclassification will apply only to amounts transferred or otherwise added to such portfolio after the effective date of the reclassification. Investment in Excluded Funds will impact your death benefit.

For the period of time, and to the extent, that you allocate premium or contract value to Excluded Funds, your death benefit attributable to that allocation will equal the contract value of that allocation. Any guarantee of death benefit in excess of contract value otherwise provided with regard to allocations to Non-Excluded Funds, does not apply to allocations to Excluded Funds. The death benefit provided under the Contract may be reduced to the extent that you allocate premium or contract value to Excluded Funds.

Transfers from Excluded Funds to Non-Excluded funds will reduce all death benefit components for Excluded Funds on a pro-rata basis. Except with respect to any maximum guaranteed death benefit, the resulting increase in the Non- Excluded Funds death benefit component will equal the lesser of the reduction in the death benefit for Excluded Funds and the contract value transferred. With respect to the maximum guaranteed death benefit, where applicable, the resulting increase in the Non-Excluded Funds maximum guaranteed death benefit will equal the reduction in the maximum guaranteed death benefit for Excluded Funds.

Transfers from Non-Excluded Funds to Excluded Funds will reduce the Non -Excluded Funds death benefit components on a pro -rata basis. The resulting increase in the death benefit components of Excluded Funds will equal the reduction in the Non-Excluded Funds death benefit components.

4. The charges, fees and expenses are as described in the prospectus for the applicable variable annuity contract with the exception of the mortality and expense risk charges for the Max 5.5 Enhanced Death Benefit. The mortality and expense risk charges for the Max 5.5 Enhanced Death Benefit elected is 1.90%.

Landmark - 30180

M 4

This Statement of Additional Information is not a prospectus. The information contained herein should be read in conjunction with the Prospectus for the ING USA Annuity and Life Insurance Company Deferred Variable Annuity Contract, which is referred to herein. The Prospectus sets forth information that a prospective investor ought to know before investing. For a copy of the Prospectus, send a written request to ING USA Annuity and Life Insurance Company, Customer Service Center, P.O. Box 9271 Des Moines, Iowa 50306-9271 or telephone 1-800-366-0066, or access the SEC's website (http://www.sec.gov).

Introduction
This Statement of Additional Information provides background information regarding Separate Account B.

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

ING USA is authorized to do business in all jurisdictions except New York. ING USA offers variable
insurance products. ReliaStar Life Insurance Company of New York ("RLNY"), an affiliate of ING
USA, is licensed to do variable annuity business in the state of New York.

Separate Account B of ING USA Annuity and Life Insurance Company
Separate Account B is a separate account established by the Company for the purpose of funding variable
annuity contracts issued by the Company. The separate account is registered with the Securities and
Exchange Commission ("SEC") as a unit investment trust under the Investment Company Act of 1940, as
amended. Purchase payments to accounts under the contract may be allocated to one or more of the
subaccounts. Each subaccount invests in the shares of only one of the funds offered under the contracts.
We may make additions to, deletions from or substitutions of available investment options as permitted
by law and subject to the conditions of the contract. The availability of the funds is subject to applicable
regulatory authorization. Not all funds are available in all jurisdictions or under all contracts.

Safekeeping of Assets
ING USA acts as its own custodian for Separate Account B.

Experts
The statements of assets and liabilities of Separate Account B as of December 31, 2010, and the related
statements of operations and changes in net assets for the periods disclosed in the financial statements,
and the financial statements of ING USA Annuity and Life Insurance Company as of December 31, 2010
and 2009, and for each of the three years in the period ended December 31, 2010, included in the
Statement of Additional Information, have been audited by Ernst & Young LLP, independent registered
public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included
in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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

Distribution of Contracts
The offering of contracts under the prospectus associated with this Statement of Additional Information is
continuous. Directed Services LLC, an affiliate of ING USA, acts as the principal underwriter (as defined
in the Securities Act of 1933 and the Investment Company Act of 1940, as amended) of the variable
insurance products (the "variable insurance products") issued by ING USA. The contracts are distributed
through registered representatives of other broker-dealers who have entered into selling agreements with
Directed Services LLC. For the years ended 2010, 2009 and 2008 commissions paid by ING USA,
including amounts paid by its affiliated Company, RLNY, to Directed Services LLC aggregated
$219,973,598, $275,329,257 and $622,486,274, respectively. All commissions received by the
distributor were passed through to the broker-dealers who sold the contracts. Directed Services LLC is
located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478.

Under a management services agreement, last amended in 1995, ING USA provides to Directed Services
LLC certain of its personnel to perform management, administrative and clerical services and the use of
certain facilities. ING USA charges Directed Services LLC for such expenses and all other general and
administrative costs, first on the basis of direct charges when identifiable, and the remainder allocated
based on the estimated amount of time spent by ING USA's employees on behalf of Directed Services
LLC. In the opinion of management, this method of cost allocation is reasonable. However effective
January 1, 2010, this management services agreement was changed to an arms-length pricing agreement,
whereas ING USA now receives a monthly fee from Directed Services LLC based on annual contractual
rates by fund. This fee, calculated as a percentage of average assets in the variable separate accounts, was
$146,897,323, $123,231,239 and $139,224,091 for the years ended 2010, 2009 and 2008, respectively.

Published Ratings
From time to time, the rating of ING USA as an insurance company by A.M. Best may be referred to in
advertisements or in reports to contract owners. Each year the A.M. Best Company reviews the financial
status of thousands of insurers, culminating in the assignment of Best's Ratings. These ratings reflect
their current opinion of the relative financial strength and operating performance of an insurance company
in comparison to the norms of the life/health insurance industry. Best's ratings range from A+ + to F. An
A++ and A+ ratings mean, in the opinion of A.M. Best, that the insurer has demonstrated the strongest
ability to meet its respective policyholder and other contractual obligations.

Accumulation Unit Value
The calculation of the Accumulation Unit Value ("AUV") is discussed in the prospectus and below. Note
that in your Contract, accumulation unit value is referred to as the Index of Investment Experience. The
following illustrations show a calculation of a new AUV and the purchase of Units (using hypothetical
examples). Note that the examples below do not reflect the mortality and expense risk charge for this
product and are for illustration purposes only. Complete AUV information for the AUVs calculated for
this Contract is available in this SAI following the financial statements of the separate account.

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

Except for the Liquid Assets subaccount, quotations of yield for the subaccounts will be based on all
investment income per unit (contract value divided by the accumulation unit) earned during a given 30-
day period, less expenses accrued during such period. Information on standard total average annual
return performance will include average annual rates of total return for 1-, 5- and 10-year periods, or
lesser periods depending on how long Separate Account B has been investing in the portfolio. We may
show other total returns for periods of less than one year. We will base total return figures on the actual
historic performance of the subaccounts of Separate Account B, assuming an investment at the beginning
of the period when the separate account first invested in the portfolios, and withdrawal of the investment
at the end of the period, adjusted to reflect the deduction of all applicable portfolio and current contract
charges. We may also show rates of total return on amounts invested at the beginning of the period with
no withdrawal at the end of the period. Total return figures which assume no withdrawals at the end of
the period will reflect all recurring charges. In addition, we may present historic performance data for the
investment portfolios since their inception reduced by some or all of the fees and charges under the
Contract. Such adjusted historic performance includes data that precedes the inception dates of the
subaccounts of Separate Account B. This data is designed to show the performance that would have
resulted if the Contract had been in existence before the separate account began investing in the
portfolios.

Current yield for the Liquid Assets subaccount is based on income received by a hypothetical investment
over a given 7-day period, less expenses accrued, and then "annualized" (i.e., assuming that the 7-day
yield would be received for 52 weeks). We calculate "effective yield" for the Liquid Assets subaccount
in a manner similar to that used to calculate yield, but when annualized, the income earned by the
investment is assumed to be reinvested. The "effective yield" will thus be slightly higher than the "yield"
because of the compounding effect of earnings. We calculate quotations of yield for the remaining
subaccounts on all investment income per accumulation unit earned during a given 30-day period, after
subtracting fees and expenses accrued during the period, assuming the selection of the Max 7 Enhanced
Death Benefit and the MGIB optional benefit rider. You should be aware that there is no guarantee
that the Liquid Assets Subaccount will have a positive or level return.

We may compare performance information for a subaccount to: (i) the Standard & Poor's 500 Stock
Index, Dow Jones Industrial Average, Donoghue Money Market Institutional Averages, or any other
applicable market indices, (ii) other variable annuity separate accounts or other investment products
tracked by Lipper Analytical Services (a widely used independent research firm which ranks mutual funds
and other investment companies), or any other rating service, and (iii) the Consumer Price Index (measure
for inflation) to determine the real rate of return of an investment in the Contract. Our reports and
promotional literature may also contain other information including the ranking of any subaccount based
on rankings of variable annuity separate accounts or other investment products tracked by Lipper
Analytical Services or by similar rating services.

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

Other Information
Registration statements have been filed with the SEC under the Securities Act of 1933, as amended, with
respect to the Contracts discussed in this Statement of Additional Information. Not all of the information
set forth in the registration statements, amendments and exhibits thereto has been included in this
Statement of Additional Information. Statements contained in this Statement of Additional Information
concerning the content of the Contracts and other legal instruments are intended to be summaries. For a
complete statement of the terms of these documents, reference should be made to the instruments filed
with the SEC.

Report of Independent Registered Public Accounting Firm

The Board of Directors
ING USA Annuity and Life Insurance Company

We have audited the accompanying balance sheets of ING USA Annuity and Life Insurance Company as of
December 31, 2010 and 2009, and the related statements of operations, changes in shareholder’s equity, and
cash flows for each of the three years in the period ended December 31, 2010. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. We were not engaged to perform an
audit of the Company’s internal control over financial reporting. Our audits include consideration of internal
control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of ING USA Annuity and Life Insurance Company at December 31, 2010 and 2009, and the results of
its operations and its cash flows for each of the three years in the period ended December 31, 2010, in
conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the financial statements, in 2009 the Company changed its method of accounting for
the recognition and presentation of other-than-temporary impairments.


	/s/ Ernst & Young LLP

Atlanta, Georgia
March 30, 2011

C-2


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Statements of Operations
(In millions)

	Years Ended December 31,
	2010	2009		2008
Revenues:
Net investment income	$ 1,356.4	$ 1,412.4	$ 1,438.0
Fee income	1,091.3	943.2		1,152.4
Premiums	280.6	786.1		19.1
Net realized capital losses:
Total other-than-temporary impairment losses	(300.1)	(538.9)		(1,028.1)
Portion of other-than-temporary impairment losses recognized in
Other comprehensive income (loss)	105.7	49.3		-
Net other-than-temporary impairments recognized in earnings	(194.4)	(489.6)		(1,028.1)
Other net realized capital losses	(611.3)	(2,007.5)		(453.6)
Total net realized capital losses	(805.7)	(2,497.1)		(1,481.7)
Other income	-	0.9		0.2
Total revenue	1,922.6	645.5		1,128.0
Benefits and expenses:
Interest credited and other benefits to contract owners	985.0	682.4		1,716.0
Operating expenses	428.4	386.1		291.7
Net amortization of deferred policy acquisition costs and value of
business acquired	411.6	(362.2)		680.5
Interest expense	32.1	32.9		30.5
Other expense	39.3	39.6		35.7
Total benefits and expenses	1,896.4	778.8		2,754.4
Income (loss) before income taxes	26.2	(133.3)		(1,626.4)
Income tax benefit	(55.1)	(136.5)		(245.2)
Net income (loss)	$ 81.3	$ 3.2	$ (1,381.2)



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

C-3


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Balance Sheets
(In millions, except share data)



		As of December 31,
		2010	2009
Assets
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost of $20,235.3 at 2010 and
$17,493.3 at 2009)	$ 20,913.7		$ 16,925.5
Fixed maturities at fair value using the fair value option		237.7	192.6
Equity securities, available-for-sale, at fair value (cost of $142.1 at 2010 and $150.8 at
2009)		150.2	154.3
Short-term investments		939.2	2,044.0
Mortgage loans on real estate		2,967.9	3,413.2
Policy loans		122.1	131.6
Loan - Dutch State obligation		843.9	1,026.0
Limited partnerships/corporations		295.8	252.6
Derivatives		293.1	355.8
Other investments		1.8	3.5
Securities pledged (amortized cost of $886.6 at 2010 and $1,079.4 at 2009)		889.4	1,092.5
Total investments		27,654.8	25,591.6
Cash and cash equivalents		71.5	40.1
Short-term investments under securities loan agreement, including collateral delivered		145.1	169.0
Accrued investment income		233.4	187.3
Receivable for securities sold		16.9	7.6
Premium receivable		38.0	86.9
Deposits and reinsurance recoverable		3,481.4	3,350.0
Deferred policy acquisition costs		3,155.0	3,718.0
Value of business acquired		68.1	113.4
Sales inducements to contract owners		665.9	810.2
Short-term loan to affiliate		593.6	545.5
Due from affiliates		92.8	816.3
Other assets		420.0	414.9
Assets held in separate accounts		44,413.3	42,996.1
Total assets	$ 81,049.8		$ 78,846.9



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

C-4

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Balance Sheets

(In millions, except share data)


	As of December 31,
	2010	2009
Liabilities and Shareholder’s Equity
Future policy benefits and claims reserves	$ 27,137.3	$ 27,044.7
Payable for securities purchased	3.1	115.7
Payables under securities loan agreement, including collateral held	203.0	201.1
Borrowed money	-	311.1
Notes to affiliates	435.0	435.0
Due to affiliates	120.3	122.5
Current income taxes	79.2	69.0
Deferred income taxes	181.0	767.5
Other liabilities	4,242.4	4,044.1
Liabilities related to separate accounts	44,413.3	42,996.1
Total liabilities	76,814.6	76,106.8

Shareholder’s equity:
Common stock (250,000 shares authorized, issued and outstanding; $10 per share value)	2.5	2.5
Additional paid-in capital	5,921.7	5,172.7
Accumulated other comprehensive income (loss)	132.3	(532.5)
Retained earnings (deficit)	(1,821.3)	(1,902.6)
Total shareholder’s equity	4,235.2	2,740.1
Total liabilities and shareholder’s equity	$ 81,049.8	$ 78,846.9

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

C-5

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Statements of Changes in Shareholder’s Equity


(In millions)

			Accumulated
		Additional	Other	Retained	Total
	Common	Paid-In	Comprehensive	Earnings	Shareholder’s
	Stock	Capital	Income (Loss)	(Deficit)	Equity

Balance at January 1, 2008
Excluding impact of merger	$ 2.5	$ 4,132.7	$ (160.7)	$ (855.5)	$ 3,119.0
Impact of merger with affiliate	-	-	(19.7)	18.9	(0.8)
Balance at January 1, 2008	2.5	4,132.7	(180.4)	(836.6)	3,118.2
Comprehensive loss:
Net loss	-	-	-	(1,381.2)	(1,381.2)
Other comprehensive loss, net of tax,
including valuation allowance of $17.1:
Change in net unrealized capital gains
(losses) on securities ($(1,831.4) pretax),	-	-	(1,173.3)	-	(1,173.3)
Pension liability ($0.5 pretax)	-	-	0.3	-	0.3
Total comprehensive loss					(2,554.2)
Capital contribution from Parent	-	1,100.0	-	-	1,100.0
Capital distribution to Parent	-	(900.0)	-	-	(900.0)
Employee share-based payments	-	2.7	-	-	2.7
Balance at December 31, 2008	2.5	4,335.4	(1,353.4)	(2,217.8)	766.7
Cumulative effect of change in accounting
principle, net of deferred policy acquisition
costs and tax	-	-	(312.0)	312.0	-
Comprehensive income:
Net income	-	-	-	3.2	3.2
Other comprehensive loss, net of tax,
including change in valuation allowance of
$(64.7):
Change in net unrealized capital gains
(losses) on securities ($1,608.8 pretax)	-	-	1,148.7	-	1,148.7
Change in other-than-temporary
impairment losses recognized in other
comprehensive income (loss)	-	-	(15.2)	-	(15.2)
Pension liability ($0.9 pretax)	-	-	(0.6)	-	(0.6)
Total comprehensive income					1,136.1
Capital contribution from Parent	-	835.0	-	-	835.0
Employee share-based payments	-	2.3	-	-	2.3
Balance at December 31, 2009	2.5	5,172.7	(532.5)	(1,902.6)	2,740.1

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

C-6


ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)


Statements of Changes in Shareholder’s Equity
(In millions)



			Accumulated
		Additional	Other		Retained	Total
	Common	Paid-In	Comprehensive		Earnings	Shareholder’s
	Stock	Capital	Income (Loss)		(Deficit)	Equity

Balance at January 1, 2010	2.5	5,172.7	(532.5)		(1,902.6)	2,740.1
Comprehensive income:
Net income	-	-	-		81.3	81.3
Other comprehensive income (loss), net of tax					-	-
including the decrease in valuation allowance of
$(173.0):
Change in net unrealized capital gains (losses)
on securities ($762.6 pretax)	-	-	671.1		-	671.1
Change in other-than-temporary impairment
losses recognized in other comprehensive
income (loss)	-	-	(6.9)		-	(6.9)
Pension liability ($0.9 pretax)	-	-	0.6		-	0.6
Total comprehensive income						746.1
Contribution of capital	-	749.0	-		-	749.0
Balance at December 31, 2010	$ 2.5	$ 5,921.7	$ 132.3	$ (1,821.3)		$ 4,235.2

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

C-7


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Statements of Cash Flows
(In millions)

		Years Ended December 31,
		2010		2009		2008
Cash Flows from Operating Activities:
Net income (loss)	$ 81.3		$ 3.2		$ (1,381.2)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Capitalization of deferred policy acquisition costs and sales inducements		(244.3)		(477.4)		(888.6)
Net amortization of deferred policy acquisition costs, value of business
acquired, and sales inducements		522.5		(584.7)		910.2
Net accretion/decretion of discount/premium		44.1		55.2		74.7
Future policy benefits, claims reserves, and interest credited		1,114.5		1,203.5		2,156.8
Provision for deferred income taxes		(678.0)		220.6		509.6
Net realized capital losses		805.7		2,497.1		1,481.7
Change in:
Accrued investment income		(46.1)		27.2		2.4
Reinsurance recoverable		(290.2)		(705.2)		(827.0)
Other receivables and asset accruals		15.9		318.4		(389.9)
Other reinsurance asset		16.9		(19.0)		(353.8)
Due to/from affiliates		721.3		(831.0)		64.5
Income tax recoverable		10.2		390.1		(361.8)
Other payables and accruals		205.7		1,109.5		17.9
Employee share-based payments		0.6		1.7		2.7
Other, net		(6.8)		(205.7)		163.8
Net cash provided by operating activities		2,273.3		3,003.5		1,182.0
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, or redemption of:
Fixed maturities		8,028.5		6,830.0		7,478.8
Equity securities, available-for-sale		66.8		136.5		162.8
Mortgage loans on real estate		714.7		566.6		474.5
Limited partnership/corporations		23.0		92.6		533.9
Acquisition of:
Fixed maturities		(10,791.6)		(3,162.7)		(7,002.2)
Equity securities, available-for-sale		(58.4)		(10.2)		(272.0)
Mortgage loans on real estate		(278.6)		(81.1)		(700.3)
Limited partnerships/corporations		(57.1)		(32.9)		(503.8)
Derivatives, net		(740.1)		(2,285.4)		(58.1)
Short-term investments, net		1,104.7		(1,928.8)		77.2
Loan-Dutch State obligation, net		182.1		180.5		-
Policy loans, net		9.5		12.8		-
Collateral held, net		25.8		14.5		6.2
Other, net		2.0		0.9		13.7
Net cash provided by (used in) investing activities		(1,768.7)		333.3		210.7

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

C-8


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Statements of Cash Flows
(In millions)

		Years Ended December 31,
		2010		2009		2008
Cash Flows from Financing Activities:
Deposits received for investment contracts	$ 3,549.4		$ 4,552.6		$ 8,473.0
Maturities and withdrawals from investment contracts		(4,571.3)		(11,282.1)		(9,520.7)
Reinsurance recoverable on investment contracts		7.3		2,704.5		93.8
Notes to affiliates		103.5		(545.5)		-
Short-term repayments of repurchase agreements, net		(311.1)		(172.0)		(232.4)
Capital distribution to Parent				-		(900.0)
Capital contribution from Parent		749.0		835.0		1,100.0
Net cash used in financing activities		(473.2)		(3,907.5)		(986.3)
Net increase in cash and cash equivalents		31.4		(570.7)		406.4
Cash and cash equivalents, beginning of period		40.1		610.8		204.4
Cash and cash equivalents, end of period	$ 71.5		$ 40.1		$ 610.8
Supplemental cash flow information:
Income taxes (received) paid, net	$ 614.0		$ (753.7)		$ (393.1)
Interest paid	$ 29.1		$ 35.4		$ 50.5
Non-cash transfers:
Securities received from affiliate under reinsurance agreement	$ -		$ 2,084.7		$ -
Loan-Dutch State obligation	$ -		$ 1,206.5		$ -



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


C-9


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Financial Statements
(Dollar amounts in millions, unless otherwise stated)

1.	Organization and Significant Accounting Policies

	*Basis of Presentation*

	ING USA Annuity and Life Insurance Company (“ING USA” or the “Company,” as appropriate) is a
	stock life insurance company domiciled in the State of Iowa and provides financial products and
	services in the United States. ING USA is authorized to conduct its insurance business in all states,
	except New York, and the District of Columbia.

	ING USA is a direct, wholly-owned subsidiary of Lion Connecticut Holdings Inc. (“Lion” or “Parent”),
	which is an indirect, wholly-owned subsidiary of ING Groep N.V. (“ING”). ING is a global financial
	services holding company based in the Netherlands, with American Depository Shares listed on the New
	York Stock Exchange under the symbol “ING”.

	As part of a restructuring plan approved by the European Commission (“EC”), ING has agreed to
	separate its banking and insurance businesses by 2013. ING intends to achieve this separation by
	divestment of its insurance and investment management operations, including the Company. ING has
	announced that it will explore all options for implementing the separation including one or more initial
	public offerings, sales, or a combination thereof. On November 10, 2010, ING announced that while the
	option of one global initial public offering (“IPO”) remains open, ING and its U.S. insurance affiliates,
	including the Company, are going to prepare for a base case of two IPOs: one Europe-led IPO and one
	separate U.S.-focused IPO.

	On September 30, 2010, ING USA purchased the remaining 30% interest in PFP Holdings LP (“PFP”),
	an affiliate, from ING Clarion, an affiliate, for $11.0. The Company previously held a 70% equity
	interest in PFP. Immediately upon acquisition, PFP was dissolved as ING USA owned 100% of the
	limited partnership. This acquisition is treated as a combination of entities under common control (i.e.
	the comparative financial statements were revised and presented as if the transaction had occurred on the
	opening balance sheet date). This resulted in a reduction in total Shareholder’s equity of $0.8 at
	January 1, 2008.

	*Description of Business*

	The Company currently offers various insurance products, including immediate and deferred fixed
	annuities. The Company’s fixed annuity products are distributed by national and regional brokerage and
	securities firms, independent broker-dealers, banks, life insurance companies with captive agency sales
	forces, independent insurance agents, independent marketing organizations, and affiliated broker-
	dealers. The Company’s primary annuity customers are individual consumers. The Company ceased
	new sales of variable annuity products in March of 2010, as part of a global business strategy and risk

C-10

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

reduction plan. Some new amounts will continue to be deposited on ING USA variable annuities as add-

on premiums to existing contracts.

The Company also offers guaranteed investment contracts and funding agreements (collectively referred

to as “GICs”), sold primarily to institutional investors and corporate benefit plans. These products are

marketed by home office personnel or through specialty insurance brokers.

The Company has one operating segment.

Recently Adopted Accounting Standards

Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses

In July 2010, the FASB issued ASU 2010-20, “Receivables (ASC Topic 310): Disclosures about the

Credit Quality of Financing Receivables and the Allowance for Credit Losses” (“ASU 2010-20”), which

requires certain existing disclosures to be disaggregated by class of financing receivable, including the

rollforward of the allowance for credit losses, with the ending balance further disaggregated on the basis

of impairment method. For each disaggregated ending balance, an entity is required to also disclose the

related recorded investment in financing receivables, the nonaccrual status of financing receivables, and

impaired financing receivables.

ASU 2010-20 also requires new disclosures by class of financing receivable, including credit quality

indicators, aging of past due amounts, the nature and extent of troubled debt restructurings and related

defaults, and significant purchases and sales of financing receivables disaggregated by portfolio

segment.

In January 2011, the FASB issued ASU 2011-01, which temporarily delays the effective date of the

disclosures about troubled debt restructurings in ASU 2010-20.

The provisions of ASU 2010-20 were adopted by the Company on December 31, 2010, and are included

in the Financial Instruments footnote to these financial statements, except for the disclosures that include

information for activity that occurs during a reporting period, which are effective for periods beginning

after December 15, 2010 and the disclosures about troubled debt restructuring. As the pronouncement

only pertains to additional disclosure, the adoption had no effect on the Company’s financial condition,

results of operations, or cash flows.

C-11

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Scope Exception Related to Embedded Credit Derivatives

In March 2010, the FASB issued ASU 2010-11, “Derivatives and Hedging (ASC Topic 815): Scope

Exception Related to Embedded Credit Derivatives” (“ASU 2010-11”), which clarifies that the only type

of embedded credit derivatives that are exempt from bifurcation requirements are those that relate to the

subordination of one financial instrument to another.

The provisions of ASU 2010-11 were adopted by the Company on July 1, 2010. The Company

determined, however, that there was no effect on the Company’s financial condition, results of

operations, or cash flows upon adoption, as the guidance is consistent with that previously applied by the

Company under ASC Topic 815.

Improving Disclosures about Fair Value Measurements

In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosure (ASC

Topic 820): Improving Disclosures about Fair Value Measurements,” (“ASU 2010-06”), which requires

several new disclosures, as well as clarification to existing disclosures, as follows:


§	Significant transfers in and out of Level 1 and Level 2 fair value measurements and the reason for
	the transfers;
§	Purchases, sales, issuances, and settlement, in the Level 3 fair value measurements reconciliation
	on a gross basis;
§	Fair value measurement disclosures for each class of assets and liabilities (i.e., disaggregated); and
§	Valuation techniques and inputs for both recurring and nonrecurring fair value measurements that
	fall in either Level 2 or Level 3 fair value measurements.

The provisions of ASU 2010-06 were adopted by the Company on January 1, 2010, and are included in

the Financial Instruments footnote to these financial statements, except for the disclosures related to the

Level 3 reconciliation, which are effective for fiscal years beginning after December 15, 2010, and for

interim periods within those fiscal years. As the pronouncement only pertains to additional disclosure,

the adoption had no effect on the Company’s financial condition, results of operations, or cash flows.

Improvements to Financial Reporting by Enterprises Involved in Variable Interest Entities

In December 2009, the FASB issued ASU 2009-17, “Consolidations (ASC Topic 810): Improvements to

Financial Reporting by Enterprises Involved in Variable Interest Entities,” (“ASU 2009-17”), which

eliminates the exemption for qualifying special-purpose entities (“QSPEs”), as well as amends the

consolidation guidance for variable interest entities (“VIEs”), as follows:

C-12

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)


§	Removes the quantitative-based assessment for consolidation of VIEs and, instead, requires a
	qualitative assessment of whether an entity has the power to direct the VIE’s activities, and
	whether the entity has the obligation to absorb losses or the right to reserve benefits that could be
	significant to the VIE; and
§	Requires an ongoing reassessment of whether an entity is the primary beneficiary of a VIE.

In addition, in February 2010, the FASB issued ASU 2010-10, “Consolidation (ASC Topic 810):

Amendments for Certain Investment Funds” (“ASU 2010-10”), which primarily defers to ASU 2009-17

for an investment in an entity that is accounted for as an investment company.

The provisions of ASU 2009-17 and ASU 2010-10 were adopted on January 1, 2010. The Company

determined, however, that there was no effect on the Company’s financial condition, results of

operations, or cash flows upon adoption, as the consolidation conclusions were consistent with those

under previous accounting principles generally accepted in the United States (“US GAAP”). The

disclosure provisions required by ASU 2009-17 are presented in the Financial Instruments footnote to

these financial statements.

Accounting for Transfers of Financial Assets

In December 2009, the FASB issued ASU 2009-16 “Transfers and Servicing (ASC Topic 860):

Accounting for Transfers of Financial Assets” (“ASU 2009-16”), which eliminates the QSPE concept

and requires a transferor of financial assets to:


§	Consider the transferor’s continuing involvement in assets, limiting the circumstances in which a
	financial asset should be derecognized when the transferor has not transferred the entire asset to an
	entity that is not consolidated;
§	Account for the transfer as a sale only if an entity transfers an entire financial asset and surrenders
	control, unless the transfer meets the conditions for a participating interest; and
§	Recognize and initially measure at fair value all assets obtained and liabilities incurred as a result
	of a transfer of financial assets accounted for as a sale.

The provisions of ASU 2009-16 were adopted on January 1, 2010. The Company determined, however,

that there was no effect on the Company’s financial condition, results of operations, or cash flows upon

adoption, as the Company did not have any QSPEs under previous US GAAP, and the requirements for

sale accounting treatment are consistent with those previously applied by the Company under US

GAAP.

C-13

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Measuring the Fair Value of Certain Alternative Investments

In September 2009, the FASB issued ASU 2009-12, “Fair Value Measurements and Disclosures (ASC

Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its

Equivalent)” (“ASU 2009-12”), which allows the use of net asset value to estimate the fair value of

certain alternative investments, such as interests in hedge funds, private equity funds, real estate funds,

venture capital funds, offshore fund vehicles, and funds of funds. In addition, ASU 2009-12 requires

disclosures about the attributes of such investments.

The provisions of ASU 2009-12 were adopted by the Company on December 31, 2009. The Company

determined, however, that there was no effect on the Company’s financial condition, results of

operations, or cash flows upon adoption, as its guidance is consistent with that previously applied by the

Company under US GAAP. The disclosure provisions required by ASU 2009-12 are presented in the

Investments footnote to these financial statements.

Subsequent Events

In May 2009, the FASB issued new guidance on subsequent events, included in ASC Topic 855,

“Subsequent Events,” which establishes:


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

These provisions, as included in ASC Topic 855, were adopted by the Company on June 30, 2009. In

addition, in February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855):

Amendments to Certain Recognition and Disclosure Requirements”, which clarifies that an SEC filer

should evaluate subsequent events through the date the financial statements are issued and eliminates the

requirement for an SEC filer to disclose that date, effective upon issuance. The Company determined

that there was no effect on the Company’s financial condition, results of operations, or cash flows upon

adoption, as the guidance is consistent with that previously applied by the Company under U.S. auditing

standards. The disclosure provisions included in ASC Topic 855, as amended, are presented in the

Organization and Significant Accounting Policies footnote to these financial statements.

C-14

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Recognition and Presentation of Other-Than-Temporary Impairments

In April 2009, the FASB issued new guidance on recognition and presentation of other-than-temporary

impairments, included in ASC Topic 320, “Investments-Debt and Equity Securities,” which requires:


§	Noncredit related impairments to be recognized in other comprehensive income (loss), if
	management asserts that it does not have the intent to sell the security and that it is more likely
	than not that the entity will not have to sell the security before recovery of the amortized cost
	basis;
§	Total other-than-temporary impairments (“OTTI”) to be presented in the Statement of Operations
	with an offset recognized in Accumulated other comprehensive income (loss) for the noncredit
	related impairments;
§	A cumulative effect adjustment as of the beginning of the period of adoption to reclassify the
	noncredit component of a previously recognized other-than-temporary impairment from Retained
	earnings (deficit) to Accumulated other comprehensive income (loss); and
§	Additional interim disclosures for debt and equity securities regarding types of securities held,
	unrealized losses, and other-than-temporary impairments.

These provisions, as included in ASC Topic 320, were adopted by the Company on April 1, 2009. As a

result of implementation, the Company recognized a cumulative effect of change in accounting principle

of $312.0 after considering the effects of deferred policy acquisition costs (“DAC”) and income taxes of

$(139.1) and $48.6, respectively, as an increase to April 1, 2009 Retained earnings (deficit) with a

corresponding decrease to Accumulated other comprehensive income (loss).

In addition, the Company recognized an increase in amortized cost for previously impaired securities

due to the recognition of the cumulative effect of change in accounting principle as of April 1, 2009, as

follows:


	Change in
	Amortized Cost
Fixed maturities:
U.S. corporate, state and municipalities	$ 53.3
Foreign	69.2
Residential mortgage-backed	64.3
Commercial mortgage-backed	92.6
Other asset-backed	123.1
Total investments, available-for-sale	$ 402.5

The disclosure provisions, as included in ASC Topic 320, are presented in the Investments footnote to

these financial statements.

C-15

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued new guidance on disclosures about derivative instruments and hedging

activities, included in ASC Topic 815, “Derivatives and Hedging,” which requires enhanced disclosures

about objectives and strategies for using derivatives, fair value amounts of, and gains and losses on,

derivative instruments, and credit-risk-related contingent features in derivative agreements, including:


§	How and why derivative instruments are used;
§	How derivative instruments and related hedged items are accounted for under US GAAP for
	derivative and hedging activities; and
§	How derivative instruments and related hedged items affect an entity’s financial statements.

These provisions, as included in ASC Topic 815, were adopted by the Company on January 1, 2009 and

are included in the Financial Instruments footnote to these financial statements. As the pronouncement

only pertains to additional disclosure, the adoption had no effect on the Company’s financial condition,

results of operations, or cash flows.

New Accounting Pronouncements

Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts

In October 2010, the FASB issued ASU 2010-26, “Financial Services - Insurance (ASC Topic 944):

Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” (“ASU 2010-26”),

which clarifies what costs relating to the acquisition of new or renewal insurance contracts qualify for

deferral. Costs that should be capitalized include (1) incremental direct costs of successful contract

acquisition and (2) certain costs related directly to successful acquisition activities (underwriting, policy

issuance and processing, medical and inspection, and sales force contract selling) performed by the

insurer for the contract. Advertising costs should be included in deferred acquisition costs only if the

capitalization criteria in the US GAAP direct-response advertising guidance are met. All other

acquisition-related costs should be charged to expense as incurred.

The provisions of ASU 2010-26 are effective for fiscal years, and interim periods within those fiscal

years, beginning after December 15, 2011, and should be applied prospectively. Retrospective

application is permitted, and early adoption is permitted at the beginning of an entity’s annual reporting

period. The Company is currently in the process of determining the impact of adoption of the provisions

of ASU 2010-26.

Consolidation Analysis of Investments Held through Separate Accounts

In April 2010, the FASB issued ASU 2010-15, “Financial Services-Insurance (ASC Topic 944): How

Investments Held through Separate Accounts Affect an Insurer’s

C-16

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Consolidation Analysis of Those Investments” (“ASU 2010-15”), which clarifies that an insurance

entity generally should not consider any separate account interests held for the benefit of policy holders

in an investment to be the insurer’s interests, and should not combine those interests with its general

account interest in the same investment when assessing the investment for consolidation.

The provisions of ASU 2010-15 are effective for fiscal years and interim periods beginning after

December 15, 2010. The amendments are to be applied retrospectively to all prior periods as of the date

of adoption. The Company does not expect any effect on its financial condition, results of operations, or

cash flows upon adoption, as the guidance is consistent with that previously applied by the Company

under ASC Topic 944.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make

estimates and assumptions that affect the amounts reported in the financial statements and

accompanying notes. Actual results could differ from reported results using those estimates.

Reclassifications

Certain reclassifications have been made to prior year financial information to conform to the current

year classifications. In the Statements of Operations for the year ended December 31, 2009, Premiums

and Interest credited and other benefits to contract owners were increased by $92.0 related to fourth

quarter 2009 activity under a reinsurance transaction, which had no effect on net income.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, certain money market instruments, and other debt

issues with a maturity of 90 days or less when purchased.

Investments

All of the Company’s fixed maturities, except those accounted for using the fair value option, and equity

securities are currently designated as available-for-sale. Available-for-sale securities are reported at fair

value and unrealized capital gains (losses) on these securities are recorded directly in Shareholder’s

equity, after adjustment for related changes in DAC, value of business acquired (“VOBA”), and deferred

income taxes. Fixed maturities accounted for using the fair value option are reported at fair value with

changes in fair value recognized in the Statement of Operations.

C-17

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Other-Than-Temporary Impairments

The Company analyzes its general account investments to determine whether there has been an other-

than-temporary decline in fair value below the amortized cost basis. Factors considered in this analysis

include, but are not limited to, the length of time and the extent to which the fair value has been less than

amortized cost, the issuer’s financial condition and near-term prospects, future economic conditions and

market forecasts, interest rate changes, and changes in ratings of the security.

When assessing the Company’s intent to sell a security or if it is more likely than not it will be required

to sell a security before recovery of its cost basis, management evaluates facts and circumstances such

as, but not limited to, decisions to rebalance the investment portfolio and sales of investments to meet

cash flow needs.

When the Company has determined it has the intent to sell or if it is more likely than not that it will be

required to sell a security before recovery of its amortized cost basis and the fair value has declined

below amortized cost (“intent impairment”) the individual security is written down from amortized cost

to fair value and a corresponding charge is recorded in Net realized capital gains (losses) on the

Statements of Operations as an other-than-temporary impairment (“OTTI”). If the Company does not

intend to sell the security nor is it more likely than not it will be required to sell the security before

recovery of its amortized cost basis, but the Company has determined that there has been an other-than-

temporary decline in fair value below the amortized cost basis, the OTTI is bifurcated into the amount

representing the present value of the decrease in cash flows expected to be collected (“credit

impairment”) and the amount related to other factors (“noncredit impairment”). The credit impairment is

recorded in Net realized capital gains (losses) on the Statements of Operations. The noncredit

impairment is recorded in Other comprehensive income (loss) on the Balance Sheets.

In order to determine the amount of the OTTI that is considered a credit impairment, the Company

utilizes the following methodology and significant inputs:


§	Recovery value is estimated by performing a discounted cash flow analysis based upon the best
	estimate of expected future cash flows, discounted at the effective interest rate implicit in the
	underlying debt security. The effective interest rate is the current yield prior to impairment for a
	fixed rate security or current coupon yield for a floating rate security.
§	Collectability and recoverability are estimated using the same considerations as the Company uses
	in its overall impairment analysis which includes, but is not limited to, the length of time and the
	extent to which the fair value has been less than amortized cost, the issuer’s financial condition and
	near-term prospects, future economic conditions and market forecasts, interest rate changes, and
	changes in ratings of the security.

C-18

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)


§	Additional factors considered for structured securities such as Residential Mortgage-backed
	Securities (“RMBS”), Commercial Mortgage-backed Securities (“CMBS”) and other Asset-backed
	Securities (“ABS”) include, but are not limited to, quality of underlying collateral, anticipated loss
	severities, collateral default rates, and other collateral characteristics such as vintage, re-payment
	terms, and the geographical makeup of the collateral.

Purchases and Sales

Purchases and sales of fixed maturities and equity securities, excluding private placements, are recorded

on the trade date. Purchases and sales of private placements and mortgage loans are recorded on the

closing date.

Valuation of Investments and Derivatives

The Company utilizes a number of valuation methodologies to determine the fair values of its financial

assets and liabilities in conformity with the concepts of “exit price” and the fair value hierarchy as

prescribed in ASC Topic 820. Valuations are obtained from third party commercial pricing services,

brokers, and industry-standard, vendor-provided software that models the value based on market

observable inputs. The valuations obtained from brokers and third-party commercial pricing services

are non-binding. The valuations are reviewed and validated monthly through the internal valuation

committee price variance review, comparisons to internal pricing models, back testing to recent trades,

or monitoring of trading volumes.

All valuation methods and assumptions are validated at least quarterly to ensure the accuracy and

relevance of the fair values. There were no material changes to the valuation methods or assumptions

used to determine fair values during 2010, except for the Company’s use of commercial pricing services

to value certain collateralized mortgage obligations (“CMO-Bs”) which commenced in the first quarter

of 2010.

Fair Value Measurements

ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, establishes a

framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs

used to measure fair value, and enhances disclosure requirements for fair value measurements.

Fair Value Hierarchy

The Company has categorized its financial instruments into a three level hierarchy based on the priority

of the inputs to the valuation technique.

C-19

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets

or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to

measure fair value fall within different levels of the hierarchy, the category level is based on the lowest

priority level input that is significant to the fair value measurement of the instrument.

Financial assets and liabilities recorded at fair value on the Balance Sheets are categorized as follows:


§	Level 1 - Unadjusted quoted prices for identical assets or liabilities in an active market.
§	Level 2 - Quoted prices in markets that are not active or inputs that are observable either directly
	or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the
	following:
	a)	Quoted prices for similar assets or liabilities in active markets;
	b)	Quoted prices for identical or similar assets or liabilities in non-active markets;
	c)	Inputs other than quoted market prices that are observable; and
	d)	Inputs that are derived principally from or corroborated by observable market data through
		correlation or other means.
§	Level 3 - Prices or valuation techniques that require inputs that are both unobservable and
	significant to the overall fair value measurement. These valuations, whether derived internally or
	obtained from a third party, use critical assumptions that are not widely available to estimate
	market participant expectations in valuing the asset or liability.

The following valuation methods and assumptions were used by the Company in estimating the reported

values for the investments and derivatives described below:

Fixed maturities: The fair values for the actively traded marketable bonds are determined based upon the

quoted market prices and are classified as Level 1 assets. Assets in this category would primarily

include certain US Treasury securities. The fair values for marketable bonds without an active market,

excluding subprime residential mortgage-backed securities, are obtained through several commercial

pricing services, which provide the estimated fair values, and are classified as Level 2 assets. These

services incorporate a variety of market observable information in their valuation techniques, including

benchmark yields, broker-dealer quotes, credit quality, issuer spreads, bids, offers and other reference

data. This category includes US and foreign corporate bonds, ABS, US agency and government

guaranteed securities, CMBS, and RMBS, including CMO-Bs.

Generally, the Company does not obtain more than one vendor price from pricing services per

instrument. The Company uses a hierarchy process in which prices are obtained from a primary vendor,

and, if that vendor is unable to provide the price, the

C-20

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

next vendor in the hierarchy is contacted until a price is obtained or it is determined that a price cannot

be obtained from a commercial pricing service. When a price cannot be obtained from a commercial

pricing service, independent broker quotes are solicited. Securities priced using independent broker

quotes are classified as Level 3.

Broker quotes and prices obtained from pricing services are reviewed and validated monthly through an

internal valuation committee price variance review, comparisons to internal pricing models, back testing

to recent trades, or monitoring of trading volumes. At December 31, 2010, $235.3 and $17.3 billion of a

total of $22.0 billion in fixed maturities were valued using unadjusted broker quotes and unadjusted

prices obtained from pricing services, respectively, and verified through the review process. The

remaining balance in fixed maturities consisted primarily of privately placed bonds valued using a

matrix-based pricing model.

All prices and broker quotes obtained go through the review process described above including

valuations for which only one broker quote is obtained. After review, for those instruments where the

price is determined to be appropriate, the unadjusted price provided is used for financial statement

valuation. If it is determined that the price is questionable, another price may be requested from a

different vendor. For CMO-Bs, the average of several broker quotes may be used when multiple quotes

are available. The internal valuation committee then reviews all prices for the instrument again, along

with information from the review, to determine which price best represents “exit price” for the

instrument.

Fair values of privately placed bonds are determined using a matrix-based pricing model and are

classified as Level 2 assets. The model considers the current level of risk-free interest rates, current

corporate spreads, the credit quality of the issuer, and cash flow characteristics of the security. Also

considered are factors such as the net worth of the borrower, the value of collateral, the capital structure

of the borrower, the presence of guarantees, and the Company’s evaluation of the borrower’s ability to

compete in its relevant market. Using this data, the model generates estimated market values which the

Company considers reflective of the fair value of each privately placed bond.

Trading activity for the Company’s RMBS, particularly subprime and Alt-A RMBS, declined during

2008 as a result of the dislocation of the credit markets. The Company continued to obtain pricing

information from commercial pricing services and brokers. However, the pricing for subprime and Alt-

A RMBS did not represent regularly occurring market transactions since the trading activity declined

significantly in the second half of 2008. As a result, the Company concluded in the second half of 2008

that the market for subprime and Alt-A RMBS was inactive and classified these securities as Level 3

assets. The Company did not change its valuation procedures, which are consistent with those used for

Level 2 marketable bonds without an active market, as a result of determining that the market was

inactive. Due to increased trade activity of Alt-A RMBS during the second half of 2009, the Company

determined that the Alt-A RMBS

C-21

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

should be transferred to Level 2 of the valuation hierarchy as its overall assessment of the market was

that it was active. The market for subprime RMBS remains largely inactive, and as such these securities

will remain in Level 3 of the valuation hierarchy. The Company will continue to monitor market activity

for RMBS to determine proper classification in the valuation hierarchy.

Equity securities, available-for-sale: Fair values of publicly traded equity securities are based upon

quoted market price and are classified as Level 1 assets. Other equity securities, typically private

equities or equity securities not traded on an exchange, are valued by other sources such as analytics or

brokers and are classified as Level 3 assets.

Cash and cash equivalents, Short-term investments, and Short-term investments under securities loan

agreement: The fair values for cash equivalents and short-term investments are determined based on

quoted market prices. These assets are classified as Level 1. Other short-term investments are valued

and classified in the fair value hierarchy consistent with the policies described herein, depending on

investment type.

Derivatives: The carrying amounts for these financial instruments, which can be assets or liabilities,

reflect the fair value of the assets and liabilities. Derivatives are carried at fair value (on the Balance

Sheets), which is determined using the Company’s derivative accounting system in conjunction with

observable key financial data from third party sources, such as yield curves, exchange rates, Standard &

Poor’s (“S&P”) 500 Index prices, and London Inter Bank Offered Rates (“LIBOR”), or through values

established by third party brokers. Counterparty credit risk is considered and incorporated in the

Company’s valuation process through counterparty credit rating requirements and monitoring of overall

exposure. It is the Company’s policy to transact only with investment grade counterparties with a credit

rating of A- or better. The Company’s own credit risk is also considered and incorporated in the

Company’s valuation process. Valuations for the Company’s futures contracts are based on unadjusted

quoted prices from an active exchange and, therefore, are classified as Level 1. The Company also has

certain credit default swaps and options that are priced using models that primarily use market

observable inputs, but contain inputs that are not observable to market participants, which have been

classified as Level 3. However, all other derivative instruments are valued based on market observable

inputs and are classified as Level 2.

Embedded derivatives - Investment contract guarantees: The Company records guarantees, which can

be either assets or liabilities, for annuity contracts containing guaranteed riders for Guaranteed

Minimum Accumulated Benefits (“GMABs”) and Guaranteed Minimum Withdrawal Benefits

(“GMWBs”) without life contingencies in accordance with US GAAP for derivative instruments and

hedging activities. The guarantee is treated as an embedded derivative and is required to be reported

separately from the host variable annuity contract. The fair value of the obligation is calculated based

on actuarial and capital market assumptions related to the projected cash flows, including benefits and

related contract charges, over the anticipated life of the related

C-22

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

contracts. The cash flow estimates are produced by using stochastic techniques under a variety of

market return scenarios and other best estimate assumptions. These derivatives are classified as Level 3

assets in the fair value hierarchy.

The Company also records for its fixed indexed annuity (“FIA”) contracts an embedded derivative

liability for interest payments to contractholders above the minimum guaranteed interest rate, in

accordance with US GAAP for derivative instruments and hedging activities. The guarantee is treated

as an embedded derivative and is required to be reported separately from the host contract. The fair

value of the obligation is calculated based on actuarial and capital market assumptions related to the

projected cash flows, including benefits and related contract charges, over the anticipated life of the

related contracts. The cash flow estimates are produced by best estimate assumptions. These derivatives

are classified as Level 3 assets in the fair value hierarchy.

Nonperformance risk for investment contract guarantees contains adjustments to the fair values of these

contract liabilities related to the current credit standing of ING and the Company based on credit default

swaps with similar term to maturity and priority of payment. The ING credit default swap spread is

applied to the discount factors for FIAs and the risk-free rates for GMABs and GMWBs in the

Company’s valuation models in order to incorporate credit risk into the fair values of these investment

contract guarantees. As of December 31, 2010, the credit spreads of ING and the Company increased by

approximately 150 basis points from December 31, 2009, which contributed to changes in the valuation

of the reserves for all investment contract guarantees.

Embedded derivative on reinsurance: The carrying value of the embedded derivative is estimated based

upon the change in the fair value of the assets supporting the funds withheld payable under the

combined coinsurance and coinsurance funds withheld reinsurance agreement between the Company

and Security Life of Denver International Limited (“SLDI”). As the fair value of the assets held in trust

is based on a quoted market price (Level 1), the fair value of the embedded derivative is based on market

observable inputs and is classified as Level 2.

Assets held in separate accounts: Assets held in separate accounts are reported at the quoted fair values

of the underlying investments in the separate accounts.

The following investments are reported at values other than fair value on the Balance Sheets and are

therefore not categorized in the fair value hierarchy:

Mortgage loans on real estate: Mortgage loans on real estate are reported at amortized cost, less

impairment write-downs and allowance for losses. If the value of any mortgage loan is determined to be

impaired (i.e., when it is probable that the Company will be unable to collect all amounts due according

to the contractual terms of the loan agreement), the carrying value of the mortgage loan is reduced to the

lower of either the present value of expected cash flows from the loan, discounted at the loan’s effective

C-23

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

interest rate, or fair value of the collateral. For those mortgages that are determined to require

foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated

costs to obtain and sell at the point of foreclosure. The carrying value of the impaired loans is reduced

by establishing a permanent write-down recorded in Net realized capital gains (losses).

Policy loans: The reported value of policy loans is equal to the carrying, or cash surrender, value of the

loans. Policy loans are fully collateralized by the account value of the associated insurance contracts.

Loan - Dutch State obligation: The reported value of The State of the Netherlands (the “Dutch State”)

loan obligation is based on the outstanding loan balance plus any unamortized premium.

Limited partnerships/corporations: The carrying value for these investments, primarily private equities

and hedge funds, is determined based on the Company’s degree of influence over the investee’s

operating and financial policies along with the percent of the investee that the Company owns. Those

investments where the Company has determined it has significant influence are accounted for under the

equity method, with the remainder accounted for under the cost method.

Other investments: Other investments are comprised primarily of investments in joint ventures,

accounted for under the equity method, and real estate reported at cost.

Fair value estimates are made at a specific point in time, based on available market information and

judgments about various financial instruments, such as estimates of timing and amounts of future cash

flows. Such estimates do not reflect any premium or discount that could result from offering for sale at

one time the Company’s entire holdings of a particular financial instrument, nor do they consider the tax

impact of the realization of unrealized capital gains (losses). In many cases, the fair value estimates

cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized

in immediate settlement of the instruments.

Repurchase Agreements

The Company engages in dollar repurchase agreements with mortgage-backed securities (“dollar rolls”)

and repurchase agreements with other collateral types to increase its return on investments and improve

liquidity. Such arrangements typically meet the requirements to be accounted for as financing

arrangements. The Company enters into dollar roll transactions by selling existing mortgage-backed

securities and concurrently entering into an agreement to repurchase similar securities within a short

time frame in the future at a lower price. Under repurchase agreements, the Company borrows cash from

a counterparty at an agreed upon interest rate for an agreed upon time frame and pledges collateral in the

form of securities. At the end of the agreement, the counterparty

C-24

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

returns the collateral to the Company and the Company, in turn, repays the loan amount along with the

additional agreed upon interest. Company policy requires that at all times during the term of the dollar

roll and repurchase agreements that cash or other collateral types obtained is sufficient to allow the

Company to fund substantially all of the cost of purchasing replacement assets. Cash collateral received

is invested in short-term investments, with the offsetting collateral liability included in Borrowed money

on the Balance Sheets. At December 31, 2010, the Company did not have any securities pledged in

dollar rolls and repurchase agreement transactions. At December 31, 2009, the carrying value of the

securities pledged in dollar rolls and repurchase agreement transactions was $354.1 and is included in

Securities pledged on the Balance Sheets. The repurchase obligation related to dollar rolls and

repurchase agreements, including accrued interest, totaled $0 and $311.1 at December 31, 2010 and

2009, respectively, and is included in Borrowed money on the Balance Sheets. In addition to the

repurchase obligation, at December 31, 2009, the Company held $28.9 in collateral posted by the

counterparty in connection with the increase in the value of pledged securities that will be released upon

settlement.

The Company also enters into reverse repurchase agreements. These transactions involve a purchase of

securities and an agreement to sell substantially the same securities as those purchased. Company policy

requires that, at all times during the term of the reverse repurchase agreements, cash or other collateral

types provided is sufficient to allow the counterparty to fund substantially all of the cost of purchasing

replacement assets. At December 31, 2010 and 2009, the Company did not have any securities pledged

under reverse repurchase agreements.

The primary risk associated with short-term collateralized borrowings is that the counterparty will be

unable to perform under the terms of the contract. The Company’s exposure is limited to the excess of

the net replacement cost of the securities over the value of the short-term investments, an amount that

was immaterial at December 31, 2010. The Company believes the counterparties to the dollar rolls,

repurchase, and reverse repurchase agreements are financially responsible and that the counterparty risk

is minimal.

Securities Lending

The Company engages in securities lending whereby certain securities from its portfolio are loaned to

other institutions for short periods of time. Initial collateral, primarily cash, is required at a rate of 102%

of the market value of the loaned domestic securities. The collateral is deposited by the borrower with a

lending agent, and retained and invested by the lending agent according to the Company’s guidelines to

generate additional income. The market value of the loaned securities is monitored on a daily basis with

additional collateral obtained or refunded as the market value of the loaned securities fluctuates. At

December 31, 2010 and 2009, the fair value of loaned securities was $139.7 and $163.7, respectively,

and is included in Securities pledged on the Balance Sheets.

C-25

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Derivatives

The Company’s use of derivatives is limited mainly to economic hedging purposes to reduce the

Company’s exposure to cash flow variability of assets and liabilities, interest rate risk, credit risk, and

market risk.

The Company enters into interest rate, equity market, credit default, and currency contracts, including

swaps, caps, floors, options and futures, to reduce and manage risks associated with changes in value,

yield, price, cash flow, or exchange rates of assets or liabilities held or intended to be held, or to assume

or reduce credit exposure associated with a referenced asset, index, or pool. The Company also utilizes

options and futures on equity indices to reduce and manage risks associated with its annuity products.

Open derivative contracts are reported as either Derivatives or Other liabilities, as appropriate, on the

Balance Sheets. Changes in the fair value of such derivatives are recorded in Net realized capital gains

(losses) in the Statements of Operations.

If the Company’s current debt and claims paying ratings were downgraded in the future, the terms in the

Company’s derivative agreements may be triggered, which could negatively impact overall liquidity.

For the majority of the Company’s counterparties, there is a termination event should the Company’s

long-term debt ratings drop below BBB+/Baal.

The Company also has investments in certain fixed maturity instruments, and has issued certain retail

annuity products, that contain embedded derivatives whose market value is at least partially determined

by, among other things, levels of or changes in domestic and/or foreign interest rates (short-term or

long-term), exchange rates, prepayment rates, equity markets, or credit ratings/spreads.

Embedded derivatives within retail annuity products are included in Future policy benefits and claims

reserves on the Balance Sheets, and changes in the fair value are recorded in Interest credited and other

benefits to contract owners in the Statements of Operations.

In addition, the Company has entered into a coinsurance with funds withheld arrangement which

contains an embedded derivative whose fair value is based on the change in the fair value of the

underlying assets held in trust. The embedded derivative within the coinsurance funds withheld

arrangement is included in Future policy benefits and claims reserves on the Balance Sheets, and

changes in the fair value are recorded in Interest credited and other benefits to contract owners in the

Statement of Operations.

C-26

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

DAC and VOBA

General

DAC represents policy acquisition costs that have been capitalized and are subject to amortization. Such

costs consist principally of certain commissions, underwriting, contract issuance, and agency expenses,

related to the production of new and renewal business.

VOBA represents the outstanding value of in force business capitalized in purchase accounting when the

Company was acquired and is subject to amortization. The value is based on the present value of

estimated profits embedded in the Company’s contracts.

Current US GAAP guidance for universal life and investment-type products, such as fixed and variable

deferred annuities, indicates DAC and VOBA are amortized, with interest, over the life of the related

contracts in relation to the present value of estimated future gross profits from investment, mortality, and

expense margins, plus surrender charges.

Internal Replacements

Contract owners may periodically exchange one contract for another, or make modifications to an

existing contract. Beginning January 1, 2007, these transactions are identified as internal replacements

and are accounted for in accordance with current US GAAP guidance for DAC related to modification

or exchange of insurance contracts.

Internal replacements that are determined to result in substantially unchanged contracts are accounted

for as continuations of the replaced contracts. Any costs associated with the issuance of the new

contracts are considered maintenance costs and expensed as incurred. Unamortized DAC and VOBA

related to the replaced contracts continue to be deferred and amortized in connection with the new

contracts. Internal replacements that are determined to result in contracts that are substantially changed

are accounted for as extinguishments of the replaced contracts, and any unamortized DAC and VOBA

related to the replaced contracts are written off to Net amortization of deferred policy acquisition costs

and value of business acquired in the Statements of Operations.

Unlocking

Changes in assumptions can have a significant impact on DAC and VOBA balances and amortization

rates. Several assumptions are considered significant in the estimation of future gross profits associated

with variable universal life and variable deferred annuity products. One of the most significant

assumptions involved in the estimation of future gross profits is the assumed return associated with the

variable account performance. To reflect the volatility in the equity markets, this assumption involves a

combination of

C-27

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

near-term expectations and long-term assumptions regarding market performance. The overall return on

the variable account is dependent on multiple factors, including the relative mix of the underlying sub-

accounts among bond funds and equity funds, as well as equity sector weightings. Other significant

assumptions include estimated future hedging and guaranteed benefit costs, surrender and lapse rates,

estimated interest spread, and estimated mortality.

Due to the relative size and sensitivity to minor changes in underlying assumptions of DAC and VOBA

balances, the Company performs quarterly and annual analyses of DAC and VOBA for the annuity and

life businesses, respectively. The DAC and VOBA balances are evaluated for recoverability.

At each evaluation date, actual historical gross profits are reflected, and estimated future gross profits

and related assumptions are evaluated for continued reasonableness. Any adjustment in estimated future

gross profits requires that the amortization rate be revised (“unlocking”), retroactively to the date of the

policy or contract issuance. The cumulative unlocking adjustment is recognized as a component of

current period amortization. In general, sustained increases in investment, mortality, and expense

margins, and thus estimated future profits, lower the rate of amortization. Sustained decreases in

investment, mortality, and expense margins, and thus estimated future gross profits, however, increase

the rate of amortization.

Reserves

The Company establishes and carries actuarially-determined reserves that are calculated to meet its

future obligations. Generally, reserves are calculated using mortality and withdrawal rate assumptions

based on relevant Company experience and are periodically reviewed against both industry standards

and experience. Changes in, or deviations from, the assumptions used can significantly affect the

Company’s reserve levels and related future operations.

Future policy benefits and claims reserves include reserves for deferred annuities and immediate

annuities with and without life contingent payouts, universal and traditional life insurance contracts, and

GICs.

Reserves for deferred annuity investment contracts and immediate annuities without life contingent

payouts are equal to cumulative deposits, less charges and withdrawals, plus credited interest thereon.

Deferred annuity crediting rates and reserve interest rates vary by product and ranged from 0% to 7.8%

for the years 2010, 2009, and 2008.

Reserves for individual immediate annuities with life contingent payout benefits are computed on the

basis of assumed interest discount rate, mortality, and expenses, including a margin for adverse

deviations. Such assumptions generally vary by annuity

C-28

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

plan type, year of issue, and policy duration. For the years 2010, 2009, and 2008, immediate annuity

reserve interest rates ranged from 0% to 8.0%.

Reserves for FIAs are computed in accordance with the requirements of FASB ASC Topic 944,

“Financial Services – Insurance”, Topic 815, “Derivatives and Hedging”, and Topic 820, “Fair Value

Measurements and Disclosures”. Accordingly, the aggregate initial liability is equal to the deposit

received, plus a bonus, if applicable, and is split into a host component and an embedded derivative

component. Thereafter, the host liability accumulates at a set interest rate, and the embedded derivative

liability is recognized at fair value, with the change in fair value recorded in the Statements of

Operations.

Reserves for universal life products are equal to cumulative deposits, less withdrawals and charges, plus

credited interest thereon. Reserves for traditional life insurance contracts represent the present value of

future benefits to be paid to or on behalf of contract owners and related expenses, less the present value

of future net premiums.

Under the requirements of ASC Topic 944, the Company calculates additional reserve liabilities for

certain variable annuity guaranteed benefits and for universal life products with certain patterns of cost

of insurance charges and certain other fees. The additional reserve for such products recognizes the

portion of contract assessments received in early years used to compensate the insurer for services

provided in later years.

The Company calculates a benefit ratio for each block of business that meets the requirements for

additional reserves as outlined in ASC Topic 944, and calculates an additional reserve by accumulating

amounts equal to the benefit ratio multiplied by the assessments for each period, reduced by excess

benefits during the period. The additional reserve is accumulated at interest rates using rates consistent

with the deferred policy acquisition costs model for the period. The calculated reserve includes a

provision for universal life contracts with patterns of cost of insurance charges that produce expected

gains from the insurance benefit function followed by losses from that function in later years.

GMABs and GMWBs without life contingent payouts are considered to be derivatives under ASC Topic

815 and Topic 820. The additional reserves for these guarantees are recognized at fair value through the

Statements of Operations.

Reserves for GICs are calculated using the amount deposited with the Company, less withdrawals, plus

interest accrued to the ending valuation date. Interest on these contracts is accrued by a predetermined

index, plus a spread or a fixed rate, established at the issue date of the contract.

C-29


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Financial Statements
(Dollar amounts in millions, unless otherwise stated)

*Sales Inducements*

Sales inducements represent benefits paid to contract owners for a specified period that are incremental
to the amounts the Company credits on similar contracts and are higher than the contract’s expected
ongoing crediting rates for periods after the inducement. Sales inducements are amortized as a
component of Interest credited and other benefits to contract owners using methodologies and
assumptions consistent with those used for amortization of DAC.

*Revenue Recognition*

For universal life and most annuity contracts, charges assessed against contract owner funds for the cost
of insurance, surrenders, expenses, and other fees are recorded as revenue as charges are assessed.
Other amounts received for these contracts are reflected as deposits and are not recorded as premium or
revenue. Related policy benefits are recorded in relation to the associated premiums or gross profit so
that profits are recognized over the expected lives of the contracts.

Premiums on the Statements of Operations primarily represent amounts received under traditional life
insurance policies.

For GICs, deposits made to the Company are not recorded as revenue in the Statements of Operations,
but are recorded directly to Future policy benefits and claims reserves on the Balance Sheets.

*Separate Accounts*

Separate account assets and liabilities generally represent funds maintained to meet specific investment
objectives of contract owners who bear the investment risk, subject, in limited cases, to certain minimum
guarantees. Investment income and investment gains and losses generally accrue directly to such
contract owners. The assets of each account are legally segregated and are not subject to claims that
arise out of any other business of the Company or its affiliates.

Separate account assets supporting variable options under variable annuity contracts are invested, as
designated by the contract owner or participant (who bears the investment risk subject, in limited cases,
to minimum guaranteed rates) under a contract, in shares of mutual funds that are managed by the
Company or its affiliates, or in other selected mutual funds not managed by the Company or its
affiliates.

The Company reports separately, as assets and liabilities, investments held in the separate accounts and
liabilities of separate accounts if:

§	such separate accounts are legally recognized;

C-30

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)


§	assets supporting the contract liabilities are legally insulated from the Company’s general account
	liabilities;
§	investments are directed by the contractholder;
§	and, all investment performance, net of contract fees and assessments, is passed through to the
	contractholder.

The Company reports separate account assets and liabilities that meet the above criteria at fair value

based on the fair value of the underlying investments. Investment income and net realized and

unrealized capital gains (losses) of the separate accounts, however, are not reflected in the Statements of

Operations. The Statements of Cash Flows do not reflect investment activity of the separate accounts.

Deposits and Reinsurance Recoverable

The Company utilizes reinsurance agreements to reduce its exposure to large losses in most aspects of

its insurance business. Such reinsurance permits recovery of a portion of losses from reinsurers,

although it does not discharge the primary liability of the Company as direct insurer of the risks

reinsured. The Company evaluates the financial strength of potential reinsurers and continually

monitors the financial condition of reinsurers. Only those reinsurance recoverable balances deemed

probable of recovery are reflected as assets on the Company’s Balance Sheets.

Participating Insurance

Participating business approximates 8.0% of the Company’s ordinary life insurance in force and 28.0%

of life insurance premium income. The amount of dividends to be paid is determined annually by the

Board of Directors. Amounts allocable to participating contract owners are based on published dividend

projections or expected dividend scales. Dividends to participating policyholders of $12.1, $12.4, and

$13.7, were incurred during the years ended December 31, 2010, 2009, and 2008, respectively.

Income Taxes

The Company files a consolidated federal income tax return with ING America Insurance Holdings, Inc.

(“ING AIH”), an affiliate, and certain other subsidiaries of ING AIH. The Company is a party to a

federal tax allocation agreement with ING AIH and its subsidiaries that are part of the group, whereby

ING AIH charges its subsidiaries for federal taxes each subsidiary would have incurred were it not a

member of the consolidated group and credits each subsidiary for losses at the statutory federal tax rate.

C-31


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Financial Statements
(Dollar amounts in millions, unless otherwise stated)

2.	Investments

	*Fixed Maturities and Equity Securities*

	Fixed maturities and equity securities were as follows as of December 31, 2010.


		Gross	Gross
		Unrealized	Unrealized
	Amortized	Capital	Capital		Fair
	Cost	Gains	Losses	OTTI⁽²⁾	Value
Fixed maturities:
U.S. Treasuries	$ 1,595.7	$ 19.4	$ 2.4	$ -	$ 1,612.7
U.S. government agencies and authorities	24.2	0.3	0.2	-	24.3
State, municipalities, and political subdivisions	126.5	3.6	11.6	-	118.5

U.S. corporate securities:
Public utilities	1,526.4	83.2	18.4	-	1,591.2
Other corporate securities	7,514.5	366.7	63.2	0.3	7,817.7
Total U.S. corporate securities	9,040.9	449.9	81.6	0.3	9,408.9

Foreign securities⁽¹⁾:
Government	474.6	39.0	4.3	-	509.3
Other	4,742.9	216.7	69.9	0.1	4,889.6
Total foreign securities	5,217.5	255.7	74.2	0.1	5,398.9

Residential mortgage-backed securities	2,028.7	240.8	31.3	67.2	2,171.0
Commercial mortgage-backed securities	2,112.2	125.8	31.8	7.3	2,198.9
Other asset-backed securities	1,213.9	17.8	92.0	32.1	1,107.6

Total fixed maturities, including securities
pledged	21,359.6	1,113.3	325.1	107.0	22,040.8
Less: securities pledged	886.6	17.5	14.7	-	889.4
Total fixed maturities	20,473.0	1,095.8	310.4	107.0	21,151.4
Equity securities	142.1	8.1	0.0	-	150.2
Total investments	$ 20,615.1	$ 1,103.9	$ 310.4	$ 107.0	$ 21,301.6

⁽¹⁾Primarily U.S. dollar denominated.

⁽²⁾Represents other-than-temporary impairments reported as a component of Other comprehensive income (“noncredit impairments”).

C-32

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Fixed maturities and equity securities were as follows as of December 31, 2009.


		Gross	Gross
		Unrealized	Unrealized
	Amortized	Capital	Capital		Fair
	Cost	Gains	Losses	OTTI⁽²⁾	Value
Fixed maturities:
U.S. Treasuries	$ 4,201.0	$ 2.5	$ 80.0	$ -	$ 4,123.5
U.S. government agencies and authorities	26.1	0.1	1.6	-	24.6
State, municipalities, and political subdivisions	47.8	2.2	5.2	-	44.8

U.S. corporate securities:
Public utilities	997.4	57.5	6.9	-	1,048.0
Other corporate securities	4,290.8	247.8	71.8	0.4	4,466.4
Total U.S. corporate securities	5,288.2	305.3	78.7	0.4	5,514.4

Foreign securities⁽¹⁾:
Government	369.8	23.8	8.3	-	385.3
Other	2,880.8	131.7	78.5	0.4	2,933.6
Total foreign securities	3,250.6	155.5	86.8	0.4	3,318.9

Residential mortgage-backed securities	1,713.1	210.7	150.7	70.9	1,702.2
Commercial mortgage-backed securities	3,012.5	25.3	448.2	-	2,589.6
Other asset-backed securities	1,226.0	11.8	316.8	28.4	892.6

Total fixed maturities, including securities
pledged	18,765.3	713.4	1,168.0	100.1	18,210.6
Less: securities pledged	1,079.4	35.3	22.2	-	1,092.5
Total fixed maturities	17,685.9	678.1	1,145.8	100.1	17,118.1
Equity securities	150.8	4.3	0.8	-	154.3
Total investments	$ 17,836.7	$ 682.4	$ 1,146.6	$ 100.1	$ 17,272.4

⁽¹⁾Primarily U.S. dollar denominated.

⁽²⁾Represents other-than-temporary impairments reported as a component of Other comprehensive income (“noncredit impairments”).

At December 31, 2010 and 2009, net unrealized gains (losses) were $689.3 and $(551.2), respectively,

on total fixed maturities, including securities pledged to creditors, and equity securities.

C-33

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The amortized cost and fair value of total fixed maturities, including securities pledged, as of

December 31, 2010, are shown below by contractual maturity. Actual maturities may differ from

contractual maturities as securities may be restructured, called, or prepaid.


	Amortized	Fair
	Cost	Value
Due to mature:
One year or less	$ 805.0	$ 821.6
After one year through five years	5,775.1	6,018.0
After five years through ten years	5,214.7	5,394.9
After ten years	4,210.0	4,328.8
Mortgage-backed securities	4,140.9	4,369.9
Other asset-backed securities	1,213.9	1,107.6
Fixed maturities, including securities pledged	$ 21,359.6	$ 22,040.8

The Company did not have any investments in a single issuer, other than obligations of the U.S.

government and government agencies and the Dutch State loan obligation, with a carrying value in

excess of 10.0% of the Company’s Shareholder’s equity at December 31, 2010 and 2009.

At December 31, 2010 and 2009, fixed maturities with fair values of $12.4 and $12.1, respectively, were

on deposit as required by regulatory authorities.

The Company invests in various categories of collateralized mortgage obligations (“CMOs”), including

CMOs that are not agency-backed, that are subject to different degrees of risk from changes in interest

rates and defaults. The principal risks inherent in holding CMOs are prepayment and extension risks

related to dramatic decreases and increases in interest rates resulting in the prepayment of principal from

the underlying mortgages, either earlier or later than originally anticipated. At December 31, 2010 and

2009, approximately 22.9% and 26.1%, respectively, of the Company’s CMO holdings were invested in

those types of CMOs which are subject to more prepayment and extension risk than traditional CMOs,

such as interest-only or principal-only strips.

The Company is a member of the Federal Home Loan Bank of Des Moines (“FHLB”) and is required to

maintain a collateral deposit that backs funding agreements issued to the FHLB. At December 31, 2010

and 2009, the Company had $1,579.6 and $1,304.5, respectively, in non-putable funding agreements,

including accrued interest, issued to the FHLB. These non-putable funding agreements are included in

Future policy benefits and claims reserves, in the Balance Sheets. At December 31, 2010 and 2009,

assets with a market value of $1,930.1 and $1,657.9, respectively, collateralized the funding agreements

to the FHLB. Assets pledged to the FHLB are included in Fixed maturities, available-for-sale, in the

Balance Sheets.

C-34

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Transfer of Alt-A RMBS Participation Interest

On January 26, 2009, ING announced it reached an agreement, for itself and on behalf of certain ING

affiliates including the Company, with the Dutch State on an Illiquid Assets Back-Up Facility (the

“Back-Up Facility”) covering 80% of ING’s Alt-A RMBS. Under the terms of the Back-Up Facility, a

full credit risk transfer to the Dutch State was realized on 80% of ING’s Alt-A RMBS owned by ING

Bank, FSB and ING affiliates within ING Insurance US with a book value of $36.0 billion, including

book value of $1.4 billion of the Alt-A RMBS portfolio owned by the Company (with respect to the

Company’s portfolio, the “Designated Securities Portfolio”) (the “ING-Dutch State Transaction”). As a

result of the risk transfer, the Dutch State will participate in 80% of any results of the ING Alt-A RMBS

portfolio. The risk transfer to the Dutch State took place at a discount of approximately 10% of par

value. In addition, under the Back-Up Facility, other fees were paid both by the Company and the

Dutch State. Each ING company participating in the ING-Dutch State Transaction, including the

Company remains the legal owner of 100% of its Alt-A RMBS portfolio and will remain exposed to

20% of any results on the portfolio. The ING-Dutch State Transaction closed March 31, 2009, with the

affiliate participation conveyance and risk transfer to the Dutch State described in the succeeding

paragraph taking effect as of January 26, 2009.

In order to implement that portion of the ING-Dutch State Transaction related to the Company’s

Designated Securities Portfolio, the Company entered into a participation agreement with its

affiliates, ING Support Holding B.V. (“ING Support Holding”) and ING pursuant to which the

Company conveyed to ING Support Holding an 80% participation interest in its Designated Securities

Portfolio and will pay a periodic transaction fee, and received, as consideration for the participation, an

assignment by ING Support Holding of its right to receive payments from the Dutch State under the

Illiquid Assets Back-Up Facility related to the Company’s Designated Securities Portfolio

among, ING, ING Support Holding and the Dutch State (the “Company Back-Up Facility”). Under the

Company Back-Up Facility, the Dutch State is obligated to pay certain periodic fees and make certain

periodic payments with respect to the Company’s Designated Securities Portfolio, and ING Support

Holding is obligated to pay a periodic guarantee fee and make periodic payments to the Dutch State

equal to the distributions made with respect to the 80% participation interest in the Company’s

Designated Securities Portfolio. The Dutch State payment obligation to the Company under the

Company Back-Up Facility is accounted for as a loan receivable for US GAAP and is reported in Loan -

Dutch State obligation on the Balance Sheets.

Upon the closing of the transaction on March 31, 2009, the Company reduced the unrealized loss

balance in Accumulated other comprehensive loss included in Shareholder’s equity by $411.3 and

recognized a gain of $117.6, which was reported in Net realized capital losses on the Statements of

Operations.

C-35

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

In a second transaction, known as the Step 1 Cash Transfer, a portion of the Company’s Alt-A RMBS

which had a book value of $18.9 was sold for cash to an affiliate, Lion II Custom Investments LLC

(“Lion II”). Immediately thereafter, Lion II sold to ING Direct Bancorp the purchased securities (the

“Step 2 Cash Transfer”). Contemporaneous with the Step 2 Cash Transfer, ING Direct Bancorp included

such purchased securities as part of its Alt-A RMBS portfolio sale to the Dutch State. The Step 1 Cash

Transfer closed on March 31, 2009, and the Company recognized a gain of $7.9 contemporaneous with

the closing of the ING-Dutch State Transaction, which was reported in Net realized capital gains (losses)

on the Statements of Operations.

As part of the final restructuring plan submitted to the European Commission (“EC”) in connection with

its review of the Dutch state aid to ING (the “Restructuring Plan”), ING has agreed to make additional

payments to the Dutch State corresponding to an adjustment of fees for the Back-Up Facility. Under this

new agreement, the terms of the ING-Dutch State Transaction which closed on March 31, 2009,

including the transfer price of the Alt-A RMBS securities, will remain unaltered and the additional

payments will not be borne by the Company or any other ING U.S. subsidiaries.

Variable Interest Entities

The Company holds certain VIEs for investment purposes. VIEs may be in the form of private

placement securities, structured securities, securitization transactions, or limited partnerships. The

Company has reviewed each of its holdings and determined that consolidation of these investments in

the Company’s financial statements is not required, as the Company is not the primary beneficiary,

because the Company does not have both the power to direct the activities that most significantly impact

the entity’s economic performance and the obligation or right to potentially significant losses or

benefits, for any of its investments in VIEs. Rather, the VIEs are accounted for using the cost or equity

method of accounting. The Company provided no non-contractual financial support and its carrying

value represents the Company’s exposure to loss. The carrying value of collateralized loan obligations

(“CLOs”) of $2.7 and $2.3 at December 31, 2010 and 2009, respectively, is included in Limited

partnerships/corporations on the Balance Sheets. Income and losses recognized on these investments are

reported in Net investment income on the Statements of Operations.

Unrealized Capital Losses

Unrealized capital losses (including non-credit impairments) in fixed maturities, including securities

pledged to creditors, for Investment Grade (“IG”) and Below Investment Grade (“BIG”) securities by

duration were as follows at December 31, 2010 and 2009.

C-36


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Financial Statements
(Dollar amounts in millions, unless otherwise stated)

		2010						2009
		% of IG			% of IG			% of IG		% of IG
	IG	and BIG	BIG	and BIG			IG	and BIG	BIG	and BIG
Six months or less below amortized
cost	$ 124.6	28.8%	$ 12.4		2.9%	$ 170.1		13.5%	$ 21.2	1.7%
More than six months and twelve
months or less below amortized
cost	2.2	0.5%	0.1		0.0%		259.3	20.4%	200.8	15.8%
More than twelve months below
amortized cost	124.9	28.9%	167.9		38.9%		419.0	33.0%	197.7	15.6%
Total unrealized capital losses	$ 251.7	58.2%	$ 180.4		41.8%	$ 848.4		66.9%	$ 419.7	33.1%

The following table summarizes the unrealized capital losses (including non-credit impairments) by
duration and reason, along with the fair value of fixed maturities, including securities pledged to
creditors, in unrealized capital loss positions at December 31, 2010 and 2009.

		Six Months			More than
		or Less		Six Months and				More than	Total
		Below		Twelve Months			Twelve Months		Unrealized
		Amortized		or Less Below				Below	Capital
2010		Cost		Amortized Cost			Amortized Cost		Losses
Interest rate or spread widening		$ 128.4		$ 2.1			$ 39.9		$ 170.4
Mortgage and other asset-backed securities			8.6			0.2		252.9		261.7
Total unrealized capital losses		$ 137.0		$ 2.3			$ 292.8		$ 432.1
Fair value		$ 5,096.8		$ 86.9			$ 1,622.6		$ 6,806.3

2009
Interest rate or spread widening		$ 99.3		$ 31.6			$ 122.2		$ 253.1
Mortgage and other asset-backed securities			92.0			428.5		494.5		1,015.0
Total unrealized capital losses		$ 191.3		$ 460.1			$ 616.7		$ 1,268.1
Fair value		$ 5,275.0		$ 1,059.8			$ 2,707.3		$ 9,042.1


Unrealized capital losses (including non-credit impairments), along with the fair value of fixed
maturities, including securities pledged to creditors, by market sector and duration were as follows at
December 31, 2010 and 2009.

C-37


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Financial Statements
(Dollar amounts in millions, unless otherwise stated)


			More Than Six
			Months and Twelve				More Than Twelve
	Six Months or Less		Months or Less				Months Below
	Below Amortized Cost		Below Amortized Cost				Amortized Cost			Total
		Unrealized			Unrealized			Unrealized			Unrealized
	Fair Value	Capital Loss	Fair Value		Capital Loss		Fair Value	Capital Loss		Fair Value	Capital Loss
2010
U.S. Treasuries	$ 677.8	$ 2.4	$ $				$ $			$ 677.8	$ 2.4
U.S. government agencies and
authorities	18.1	0.2								18.1		0.2
U.S. corporate, state, and
municipalities	2,494.7	73.0		37.1		1.0	258.9		19.5	2,790.7		93.5
Foreign	1,277.5	52.8		35.8		1.1	195.4		20.4	1,508.7		74.3
Residential mortgage-backed	472.6	7.2		1.0		0.1	336.5		91.2	810.1		98.5
Commercial mortgage-backed	22.6	0.4		4.3		0.1	390.2		38.6	417.1		39.1
Other asset-backed	133.5	1.0		8.7		0.0	441.6		123.1	583.8		124.1
Total	$ 5,096.8	$ 137.0	$ 86.9		$ 2.3		$ 1,622.6	$ 292.8		$ 6,806.3	$ 432.1

2009
U.S. Treasuries	$ 3,761.2	$ 80.0	$ -		$ -		$ -	$ -		$ 3,761.2	$ 80.0
U.S. government agencies and
authorities	15.2	0.8		8.2		0.8	-		-	23.4		1.6
U.S. corporate, state, and
municipalities	273.8	6.7		108.1		13.5	737.7		64.1	1,119.6		84.3
Foreign	228.1	11.8		107.8		17.3	472.6		58.1	808.5		87.2
Residential mortgage-backed	138.2	46.5		185.1		92.3	253.5		82.8	576.8		221.6
Commercial mortgage-backed	795.5	44.1		534.6		243.1	682.7		161.0	2,012.8		448.2
Other asset-backed	63.0	1.4		116.0		93.1	560.8		250.7	739.8		345.2
Total	$ 5,275.0	$ 191.3	$ 1,059.8		$ 460.1		$ 2,707.3	$ 616.7		$ 9,042.1	$ 1,268.1

Of the unrealized capital losses aged more than twelve months, the average market value of the related

fixed maturities was 81.6% of the average book value as of December 31, 2010.

C-38

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Unrealized capital losses (including non-credit impairments) in fixed maturities, including securities

pledged to creditors, for instances in which fair value declined below amortized cost by greater than or

less than 20% for consecutive periods as indicated in the tables below, were as follows for December 31,

2010 and 2009.


	Amortized Cost		Unrealized Capital Loss		Number of Securities
	< 20%	> 20%	< 20%	> 20%	< 20%	> 20%
2010
Six months or less below amortized cost	$ 5,650.7	$ 49.3	$ 172.3	$ 13.2	585	14
More than six months and twelve months or less
below amortized cost	289.5	18.9	15.9	4.8	46	3
More than twelve months below amortized cost	688.7	541.3	40.6	185.3	95	137
Total	$ 6,628.9	$ 609.5	$ 228.8	$ 203.3	726	154

2009
Six months or less below amortized cost	$ 6,183.9	$ 396.5	$ 265.1	$ 111.8	282	96
More than six months and twelve months or less
below amortized cost	1,250.9	981.6	68.8	433.2	191	115
More than twelve months below amortized cost	616.0	881.3	27.8	361.4	113	158
Total	$ 8,050.8	$ 2,259.4	$ 361.7	$ 906.4	586	369


	C-39


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Financial Statements
(Dollar amounts in millions, unless otherwise stated)

Unrealized capital losses (including non-credit impairments) in fixed maturities, including securities
pledged to creditors, by market sector for instances in which fair value declined below amortized cost by
greater than or less than 20% for consecutive periods as indicated in the tables below, were as follows
for December 31, 2010 and 2009.

	Amortized Cost			Unrealized Capital Loss		Number of Securities
	< 20%		> 20%	< 20%	> 20%	< 20%	> 20%
2010
U.S. Treasuries	$ 680.2	$ -		$ 2.4	$ -	2	-
U.S. government agencies and authorities	18.3		-	0.2	-	2	-
U.S. corporate, state and municipalities	2,850.0		34.2	84.1	9.4	279	6
Foreign	1,563.7		19.3	69.2	5.1	142	7
Residential mortgage-backed	636.6		272.0	22.1	76.4	121	77
Commercial mortgage-backed	418.6		37.6	22.1	17.0	27	9
Other asset-backed	461.5		246.4	28.7	95.4	153	55
Total	$ 6,628.9	$ 609.5		$ 228.8	$ 203.3	726	154

2009
U.S. Treasuries	$ 3,841.2	$ -		$ 80.0	$ -	21	-
U.S. government agencies and authorities	25.0		-	1.6	-	4	-
U.S. corporate, state and municipalities	1,139.0		64.9	67.8	16.5	220	32
Foreign	712.7		183.0	33.1	54.1	93	30
Residential mortgage-backed	334.8		463.6	35.9	185.7	83	119
Commercial mortgage-backed	1,534.5		926.5	104.2	344.0	96	60
Other asset-backed	463.6		621.4	39.1	306.1	69	128
Total	$ 8,050.8	$ 2,259.4		$ 361.7	$ 906.4	586	369

For the year ended December 31, 2010, unrealized capital losses on fixed maturities decreased by

$836.0. Lower unrealized losses are due to lower yields and the overall tightening of credit spreads

since the end of 2009, leading to higher fair value of fixed maturities.

At December 31, 2010, the Company had 1 fixed maturity with an unrealized capital loss in excess of

$10.0. The unrealized capital loss on this fixed maturity equaled $17.8, or 4.1% of the total unrealized

losses, as of December 31, 2010. At December 31, 2009, the Company had 19 fixed maturities with

unrealized capital losses in excess of $10.0. The unrealized capital losses on these fixed maturities

equaled $353.9, or 27.9% of the total unrealized losses, as of December 31, 2009.

All investments with fair values less than amortized cost are included in the Company’s other-than-

temporary impairment analysis, and impairments were recognized as disclosed

C-40

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

in “Other-Than-Temporary Impairments,” which follows this section. After detailed impairment analysis

was completed, management determined that the remaining investments in an unrealized loss position

were not other-than-temporarily impaired, and therefore no further other-than-temporary impairment

was necessary.

Other-Than-Temporary Impairments

The following tables identify the Company’s credit-related and intent-related impairments included in

the Statements of Operations, excluding noncredit impairments included in Accumulated other

comprehensive income (loss), by type for the years ended December 31, 2010, 2009, and 2008.


	2010		2009		2008
		No. of		No. of		No. of
	Impairment	Securities	Impairment	Securities	Impairment	Securities
U.S. treasuries	$ -	-	$ 114.7	10	$ -	-
U.S. corporate	4.8	19	55.2	55	289.1	230
Foreign⁽¹⁾	30.7	23	31.1	45	229.4	108
Residential mortgage-backed	24.5	67	78.6	84	289.8	98
Commercial mortgage-backed	23.2	7	70.9	5	107.4	26
Other asset-backed	104.6	54	114.5	44	75.1	67
Equity securities	0.0	1	3.3	5	32.0	12
Public utilities	0.3	5	-	-	-	-
Mortgage loans on real estate	6.3	5	20.9	8	4.8	1
Limited partnerships	-	-	0.4	1	0.5	1
Total	$ 194.4	181	$ 489.6	257	$ 1,028.1	543

⁽¹⁾Primarily U.S. dollar denominated.

The above tables include $95.5, $171.2, and $369.7 for the years ended December 31, 2010, 2009, and

2008, respectively, in other-than-temporary write-downs related to credit impairments, which are

recognized in earnings. The remaining $98.9, $318.4, and $658.4 in write-downs for the years ended

December 31, 2010, 2009, and 2008, respectively, are related to intent impairments.

C-41

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following tables summarize these intent impairments, which are also recognized in earnings, by

type for the years ended December 31, 2010, 2009, and 2008.


	2010		2009		2008
		No. of		No. of		No. of
	Impairment	Securities	Impairment	Securities	Impairment	Securities
U.S. Treasuries	$ -	-	$ 114.7	10	$ -	-
U.S. Corporate	3.8	18	45.9	41	199.8	178
Foreign⁽¹⁾	12.8	18	25.6	41	146.5	87
Residential mortgage-backed	6.1	11	2.9	1	142.9	40
Commercial mortgage-backed	3.9	2	70.9	5	107.4	26
Other asset-backed	72.0	35	58.4	13	61.8	32
Public utilities	0.3	5	-	-	-	-
Total	$ 98.9	89	$ 318.4	111	$ 658.4	363

⁽¹⁾Primarily U.S. dollar denominated.

The Company may sell securities during the period in which fair value has declined below amortized

cost for fixed maturities or cost for equity securities. In certain situations, new factors, including

changes in the business environment, can change the Company’s previous intent to continue holding a

security. In late first quarter 2011, the Company changed its intent to hold certain securities and will

record other-than-temporary impairments of approximately $50.0.

The following tables identify the noncredit impairments recognized in Accumulated other

comprehensive income (loss) by type for the years ended December 31, 2010 and 2009.


	2010		2009
		No of		No of
	Impairment	Securities	Impairment	Securities
U.S. corporate	$ - *	2	$ -	-
Commercial mortgage-backed	17.6	5	-	-
Residential mortgage-backed	22.4	33	28.4	26
Other asset-backed	65.7	16	20.9	15
Total	$ 105.7	56	$ 49.3	41

* Less than $0.1.

The remaining fair value of fixed maturities with other-than-temporary impairments as of December 31,

2010, 2009, and 2008 was $2.3 billion, $2.4 billion, and $2.3 billion, respectively.

C-42

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following tables identify the amount of credit impairments on fixed maturities for the years ended

December 31, 2010 and 2009, for which a portion of the OTTI was recognized in Accumulated other

comprehensive income (loss), and the corresponding changes in such amounts.


	2010	2009
Balance at January 1	$ 123.3	$ -
Implementation of OTTI guidance included in ASC Topic 320⁽¹⁾	-	92.7
Additional credit impairments:
On securities not previously impaired	20.0	21.7
On securities previously impaired	20.2	13.8
Reductions:
Securities sold, matured, prepaid or paid down	(27.0)	(4.9)
Balance at December 31	$ 136.5	$ 123.3

⁽¹⁾Represents credit losses remaining in Retained earnings related to the adoption of new guidance on OTTI,

included in ASC Topic 320, on April 1, 2009.

Net Investment Income

Sources of Net investment income were as follows for the years ended December 31, 2010, 2009, and

2008.


		2010	2009	2008
Fixed maturities		$ 1,182.2	$ 1,240.9	$ 1,361.0
Equity securities, available-for-sale		6.4	21.0	(0.2)
Mortgage loans on real estate		180.8	198.7	223.6
Real Estate		(3.3)	-	-
Policy loans		7.2	7.6	8.8
Short-term investments and cash equivalents		4.1	5.6	4.5
Other		32.1	(1.2)	(53.3)
Gross investment income		1,409.5	1,472.6	1,544.4
Less: investment expenses		53.1	60.2	106.4
Net investment income		$ 1,356.4	$ 1,412.4	$ 1,438.0


	C-43

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Net Realized Capital Gains (Losses)

Net realized capital gains (losses) are comprised of the difference between the amortized cost of

investments and proceeds from sale, and redemption, as well as losses incurred due to credit-related and

intent-related other-than-temporary impairment of investments and changes in fair value of fixed

maturities accounted for using the fair value option and derivatives. The cost of the investments on

disposal is determined based on specific identification of securities. Net realized capital gains (losses) on

investments were as follows for the years ended December 31, 2010, 2009, and 2008.


	2010	2009	2008
Fixed maturities, available-for-sale, including net OTTI of
$(187.8), $(465.0), and $(990.8) in 2010, 2009, and 2008,
respectively	$ 11.8	$ (298.0)	$ (976.0)
Fixed maturities at fair value using the fair value option	(14.6)	117.6	0.1
Equity securities, available-for-sale, including net OTTI of $0,
$(3.3), and $(32.0) in 2010, 2009, and 2008, respectively	1.9	6.4	(52.9)
Derivatives	(795.6)	(2,307.2)	(447.5)
Other investments, including net OTTI of $(6.6), $(21.3), and
$(5.3) in 2010, 2009, and 2008, respectively	(9.1)	(15.9)	(5.4)
Net realized capital losses	$ (805.7)	$ (2,497.1)	$ (1,481.7)
After-tax net realized capital losses	$ (580.7)	$ (1,590.2)	$ (1,337.1)

Proceeds from the sale of fixed maturities and equity securities and the related gross realized gains and

losses were as follows for the periods ended December 31, 2010, 2009, and 2008.


		2010	2009	2008
Proceeds on sales		$ 6,211.7	$ 5,202.4	$ 6,893.4
Gross gains		243.1	173.3	100.2
Gross losses		37.4	98.3	164.9

	C-44


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Financial Statements
(Dollar amounts in millions, unless otherwise stated)

3.	Financial Instruments

	The following tables present the Company’s hierarchy for its assets and liabilities measured at fair value
	on a recurring basis as of December 31, 2010 and 2009.


			2010
	Level 1	Level 2		Level 3⁽¹⁾	Total
Assets:
Fixed maturities including securities pledged:
U.S. Treasuries	$ 1,552.3	$ 60.4	$ -		$ 1,612.7
U.S government agencies and authorities	-	24.3		-	24.3
U.S. corporate, state and municipalities	-	9,487.3		40.1	9,527.4
Foreign	-	5,389.1		9.8	5,398.9
Residential mortgage-backed securities	-	1,979.5		191.5	2,171.0
Commercial mortgage-backed securities	-	2,198.9		-	2,198.9
Other asset-backed securities	-	458.2		649.4	1,107.6
Equity securities, available-for-sale	136.7	-		13.5	150.2
Derivatives:
Interest rate contracts	2.6	162.5		12.0	177.1
Foreign exchange contracts	-	5.1		-	5.1
Equity contracts	12.4	-		95.3	107.7
Credit contracts	-	3.2		-	3.2
Embedded derivative on reinsurance	-	20.9		-	20.9
Cash and cash equivalents, short-term investments, and short-
term investments under securities loan agreement	1,155.8	-		-	1,155.8
Assets held in separate accounts	44,413.3	-		-	44,413.3
Total	$ 47,273.1	$ 19,789.4	$ 1,011.6		$ 68,074.1

Liabilities:
Investment contract guarantees:
Fixed Indexed Annuities (“FIA”)	$ -	$ -	$ 1,165.5		$ 1,165.5
Guaranteed Minimum Withdrawal and Accumulation
Benefits (“GMWB” and “GMAB”)	-	-		77.0	77.0
Embedded derivative on reinsurance
Derivatives:
Interest rate contracts	-	419.2		0.3	419.5
Foreign exchange contracts	-	42.1		-	42.1
Equity contracts	0.8	-		16.0	16.8
Credit contracts	-	0.1		14.4	14.5
Total	$ 0.8	$ 461.4	$ 1,273.2		$ 1,735.4


(1)	Level 3 net assets and liabilities accounted for (0.4)% of total net assets and liabilities measured at fair value on a recurring basis.
	Excluding separate accounts assets for which the policyholder bears the risk, the Level 3 net assets and liabilities in relation to
	total net assets and liabilities measured at fair value on a recurring basis totaled (1.2)%.

C-45


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Financial Statements
(Dollar amounts in millions, unless otherwise stated)

				2009
		Level 1	Level 2		Level 3⁽¹⁾	Total
Assets:
Fixed maturities including securities pledged:
U.S. Treasuries	$ 4,123.5		$ -	$ -		$ 4,123.5
U.S government agencies and authorities		-	24.6		-	24.6
U.S. corporate, state and municipalities		-	5,559.2		-	5,559.2
Foreign		-	3,318.9		-	3,318.9
Residential mortgage-backed securities		-	659.8		1,042.4	1,702.2
Commercial mortgage-backed securities		-	2,589.6		-	2,589.6
Other asset-backed securities		-	468.7		423.9	892.6
Equity securities, available-for-sale		149.8	-		4.5	154.3
Derivatives:
Interest rate contracts		-	83.0		-	83.0
Foreign exchange contracts		-	14.2		-	14.2
Equity contracts		42.8	-		215.5	258.3
Credit contracts		-	0.3		-	0.3
Embedded derivative on reinsurance		-	38.7		-	38.7
Cash and cash equivalents, short-term investments, and short-
term investments under securities loan agreement		2,245.1	8.0		-	2,253.1
Assets held in separate accounts		42,996.1	-		-	42,996.1
Total	$ 49,557.3		$ 12,765.0	$ 1,686.3		$ 64,008.6

Liabilities:
Investment contract guarantees:
Fixed Indexed Annuities (“FIA”)	$ -		$ -	$ 927.2		$ 927.2
Guaranteed Minimum Withdrawal and Accumulation
Benefits (“GMWB” and “GMAB”)		-	-		73.9	73.9
Embedded derivative on reinsurance		-	-
Derivatives:
Interest rate contracts		-	325.2		-	325.2
Foreign exchange contracts		-	53.0		-	53.0
Equity contracts		3.2	-		13.1	16.3
Credit contracts		-	15.4		90.5	105.9
Total	$ 3.2		$ 393.6	$ 1,104.7		$ 1,501.5


⁽¹⁾	Level 3 net assets and liabilities accounted for 1.0% of total net assets and liabilities measured at fair value on a recurring basis.
	Excluding separate accounts assets for which the policyholder bears the risk, the Level 3 net assets and liabilities in relation to
	total net assets and liabilities measured at fair value on a recurring basis totaled 3.2%.

Transfers in and out of Level 1 and 2

Certain US Treasury securities valued by commercial pricing services where prices are derived using

market observable inputs have been transferred from Level 1 to Level 2. These securities for the year

ended December 31, 2010, include US Treasury strips of

C-46

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

$79.4 in which prices are modeled incorporating a variety of market observable information in their

valuation techniques, including benchmark yields, broker-dealer quotes, credit quality, issuer spreads,

bids, offers and other reference data. The Company’s policy is to recognize transfers in and transfers out

as of the beginning of the reporting period.

Valuation of Financial Assets and Liabilities

As described below, certain assets and liabilities are measured at estimated fair value on the Company’s

Balance Sheets. In addition, further disclosure of estimated fair values is included in this Financial

Instruments footnote. The Company defines fair value as the price that would be received to sell an asset

or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or

liability in an orderly transaction between market participants on the measurement date. The exit price

and the transaction (or entry) price will be the same at initial recognition in many circumstances.

However, in certain cases, the transaction price may not represent fair value. The fair value of a liability

is based on the amount that would be paid to transfer a liability to a third-party with an equal credit

standing. Fair value is required to be a market-based measurement which is determined based on a

hypothetical transaction at the measurement date, from a market participant’s perspective. The Company

considers three broad valuation techniques when a quoted price is unavailable: (i) the market approach,

(ii) the income approach and (iii) the cost approach. The Company determines the most appropriate

valuation technique to use, given the instrument being measured and the availability of sufficient inputs.

The Company prioritizes the inputs to fair valuation techniques and allows for the use of unobservable

inputs to the extent that observable inputs are not available.

The Company utilizes a number of valuation methodologies to determine the fair values of its financial

assets and liabilities in conformity with the concepts of “exit price” and the fair value hierarchy as

prescribed in ASC Topic 820. Valuations are obtained from third party commercial pricing services,

brokers, and industry-standard, vendor-provided software that models the value based on market

observable inputs. The valuations obtained from brokers and third-party commercial pricing services are

non-binding. The valuations are reviewed and validated monthly through the internal valuation

committee price variance review, comparisons to internal pricing models, back testing to recent trades,

or monitoring of trading volumes.

All valuation methods and assumptions are validated at least quarterly to ensure the accuracy and

relevance of the fair values. There were no material changes to the valuation methods or assumptions

used to determine fair values during 2010, except for the Company’s use of commercial pricing services

to value CMO-Bs which commenced in the first quarter of 2010.

C-47

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Level 3 Financial Instruments

The fair values of certain assets and liabilities are determined using prices or valuation techniques that

require inputs that are both unobservable and significant to the overall fair value measurement (i.e.,

Level 3 as defined by ASC 820), including but not limited to liquidity spreads for investments within

markets deemed not currently active. These valuations, whether derived internally or obtained from a

third party, use critical assumptions that are not widely available to estimate market participant

expectations in valuing the asset or liability. In addition, the Company has determined, for certain

financial instruments, an active market is such a significant input to determine fair value that the

presence of an inactive market may lead to classification in Level 3. In light of the methodologies

employed to obtain the fair values of financial assets and liabilities classified as Level 3, additional

information is presented below, with particular attention addressed to changes in derivatives, FIAs, and

GMWBs and GMABs due to their impacts on the Company’s results of operations.

C-48

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the changes in fair value of the Company’s Level 3 assets and liabilities for the year ended December 31,

2010.


					December 31, 2010
									Change in
									unrealized gain
	Fair Value	Total realized/unrealized			Purchases,	Transfers	Transfers	Fair Value	s
									(losses) include
	as of	gains (losses) included in:			issuances, and	in to	out of	as of	d
	January 1	Net income		OCI	settlements	Level 3⁽²⁾	Level 3⁽²⁾	December 31	in earnings⁽³⁾
Fixed maturities, including securities pledged:
U.S. corporate, state and municipalities	$ -	$ -	$ (0.6)		$ (1.4)	$ 42.1	$ -	$ 40.1	$ -
Foreign	-			0.4	5.3	4.1		9.8	(0.2)
Residential mortgage-backed securities	1,042.4	(1.1)		(0.4)	(41.9)	13.2	(820.7)	191.5	(6.7)
Commercial mortgage-backed securities								-
Other asset-backed securities	423.9	(104.3)		212.7	(99.7)	216.8	-	649.4	(105.5)
Total fixed maturities, including securities pledged:	1,466.3	(105.4)		212.1	(137.7)	276.2	(820.7)	890.8	(112.4)

Equity securities, available for sale	4.5	(0.7)		0.1	9.6	-	-	13.5	-

Derivatives, net	111.9	(71.3)		-	36.0	-	-	76.6	27.9

Investment contract guarantees:
FIA	(927.2)	(230.0)		-	(8.3)	-	-	(1,165.5)	-
GMWB/GMAB	(73.9)	(7.2)		-	4.1	-	-	(77.0)	-
Total Investment contract guarantees	(1,001.1)	(237.2) ⁽¹⁾		-	(4.2)	-	-	(1,242.5)	-


⁽¹⁾	This amount is included in Interest credited and other benefits to contract owners on the Statements of Operations. All gains and losses on Level 3 liabilities are classified as
	realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract-by-contract basis.
⁽²⁾	The Company’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
⁽³⁾	For financial instruments still held as of December 31. Amounts are included in Net investment income and Net realized capital losses on the Statements of Operations.

C-49

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the changes in fair value of the Company’s Level 3 assets and liabilities for the year ended

December 31, 2009.


					December 31, 2009
									Change in
									unrealized gai
	Fair Value	Total realized/unrealized			Purchases,	Transfers	Transfers	Fair Value	ns
					issuances, an				(losses) include
	as of	gains (losses) included in:			d	in to	out of	as of	d
	January 1	Net income		OCI	settlements	Level 3⁽²⁾	Level 3⁽²⁾	December 31	in earnings⁽³⁾
Fixed maturities, including securities pledged:
U.S. corporate, state and municipalities	$ -	$ -	$ -		$ -	$ -	$ -	$ -	$ -
Foreign								-
Residential mortgage-backed securities	1,978.9	44.6		155.7	(441.4)	-	(695.4)	1,042.4	(9.7)
Commercial mortgage-backed securities								-
Other asset-backed securities	507.3	(1.9)		4.1	(85.6)	-	-	423.9	(31.1)
Total fixed maturities, including securities	2,486.2	42.7		159.8	(527.0)	-	(695.4)	1,466.3	(40.8)
pledged:

Equity securities, available for sale	-	-		0.1	1.6	2.8	-	4.5	-

Derivatives, net	45.2	(111.5)		-	143.1		35.2	112.0	119.9

Investment contract guarantees:
FIA	(638.9)	(151.6)		-	(136.7)	-	-	(927.2)	-
GMWB/GMAB	(153.0)	85.3		-	(6.2)	-	-	(73.9)	-
Total Investment contract guarantees	(791.9)	(66.3) ⁽¹⁾		-	(142.9)	-	-	(1,001.1)	-


⁽¹⁾This amount is included in Interest credited and other benefits to contract owners on the Statements of Operations. All gains and losses on Level 3 liabilities are
	classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract-
	by-contract basis.
(2)	The Company’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
(3)	For financial instruments still held as of December 31. Amounts are included in Net investment income and Net realized capital losses on the Statements of Operations.

C-50

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The transfers out of Level 3 during the year ended December 31, 2010 in Fixed maturities,

including securities pledged, are primarily due to the Company’s use of commercial pricing

services to value CMO-Bs. These services incorporate a variety of market observable

information in their valuation techniques, including benchmark yields, broker-dealer quotes,

credit quality, issuer spreads, bids, offers and other reference data and have been classified as

Level 2. The CMO-Bs had previously been valued by using the average of broker quotes when

more than one broker quote was provided.

The remaining transfers in and out of Level 3 for fixed maturities during the year ended

December 31, 2010, are due to the variation in inputs relied upon for valuation each quarter.

Securities that are primarily valued using independent broker quotes when prices are not

available from one of the commercial pricing services are reflected as transfers into Level 3, as

these securities are generally less liquid with very limited trading activity or where less

transparency exists corroborating the inputs to the valuation methodologies. When securities are

valued using more widely available information, the securities are transferred out of Level 3 and

into Level 1 or 2, as appropriate.

C-51

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The carrying values and estimated fair values of certain of the Company’s financial instruments

were as follows at December 31, 2010 and 2009.


		2010		2009
	Carrying	Fair	Carrying	Fair
	Value	Value	Value	Value
Assets:
Fixed maturities, available-for-sale, including
securities pledged	$ 21,803.1	$ 21,803.1	$ 18,018.0	$ 18,018.0
Fixed maturities at fair value using the fair value
option	237.7	237.7	192.6	192.6
Equity securities, available-for-sale	150.2	150.2	154.3	154.3
Mortgage loans on real estate	2,967.9	3,036.0	3,413.2	3,285.3
Loan - Dutch State obligation	843.9	795.7	1,026.0	971.4
Limited partnerships/corporations	295.8	295.8	252.6	252.6
Policy loans	122.1	122.1	131.6	131.6
Cash, cash equivalents, Short-term investments, and
Short-term investments under securities loan
agreement	1,155.8	1,155.8	2,253.1	2,253.1
Derivatives	293.1	293.1	355.8	355.8
Other investments	1.8	1.8	3.5	3.5
Deposits from affiliates	1,600.4	1,577.3	1,752.0	1,873.6
Embedded derivative on reinsurance	20.9	20.9	38.7	38.7
Assets held in separate accounts	44,413.3	44,413.3	42,996.1	42,996.1
Liabilities:
Investment contract liabilities:
Deferred annuities	20,819.6	20,272.4	20,188.3	20,766.5
Guaranteed investment contracts and funding
agreements	2,218.3	1,909.5	2,646.5	2,718.3
Supplementary contracts and immediate annuities	803.3	716.8	823.6	782.7
Derivatives	492.9	492.9	500.4	500.4
Investment contract guarantees:
Fixed indexed annuities	1,165.5	1,165.5	927.2	927.2
Guaranteed minimum withdrawal and
accumulation benefits	77.0	77.0	73.9	73.9
Notes to affiliates	435.0	447.2	435.0	426.9

The following disclosures are made in accordance with the requirements of ASC Topic 825

which requires disclosure of fair value information about financial instruments, whether or not

recognized in the balance sheet, for which it is practicable to estimate that value. In cases where

quoted market prices are not available, fair values are based on estimates using present value or

other valuation techniques. Those techniques are significantly affected by the assumptions used,

including the discount rate and estimates of future cash flows. In that regard, the derived fair

value estimates, in many cases, could not be realized in immediate settlement of the instrument.

C-52

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

ASC Topic 825 excludes certain financial instruments, including insurance contracts, and all

nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value

amounts presented do not represent the underlying value of the Company.

The following valuation methods and assumptions were used by the Company in estimating the

fair value of the following financial instruments, which are not carried at fair value on the

Balance Sheets, and therefore not categorized in the fair value hierarchy:

Limited partnerships/corporations: The fair value for these investments, primarily private

equities and hedge funds, is estimated based on the Net Asset Value (“NAV”) as provided by the

investee.

Mortgage loans on real estate: The fair values for mortgage loans on real estate are estimated

using discounted cash flow analyses and rates currently being offered in the marketplace for

similar loans to borrowers with similar credit ratings. Loans with similar characteristics are

aggregated for purposes of the calculations.

Loan - Dutch State obligation: The fair value of the Dutch State loan obligation is estimated

utilizing discounted cash flows from the Dutch Strip Yield Curve.

Policy loans: The fair value of policy loans is equal to the carrying, or cash surrender, value of

the loans. Policy loans are fully collateralized by the account value of the associated insurance

contracts.

Other investments: The fair value of other investments is estimated based on the Company’s

percentage of ownership of third party appraised value for joint ventures and third party

appraised value for real estate.

Deposits from affiliates: Fair value is estimated based on the fair value of the liabilities for the

account values of the underlying contracts, plus the fair value of the unamortized ceding

allowance based on the present value of the projected release of the ceding allowance,

discounted at risk-free rates, plus a credit spread.

Investment contract liabilities (included in Future policy benefits and claims reserves):

With a fixed maturity: Fair value is estimated by discounting cash flows, including associated

expenses for maintaining the contracts, at rates, which are market risk-free rates augmented

by credit spreads on current Company credit default swaps. The augmentation is present to

account for non-performance risk. A margin for non-financial risks associated with the

contracts is also included.

Without a fixed maturity: Fair value is estimated as the mean present value of stochastically

modeled cash flows associated with the contract liabilities relevant to

C-53

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

both the contractholder and to the Company. Here, the stochastic valuation scenario set is

consistent with current market parameters, and discount is taken using stochastically

evolving short risk-free rates in the scenarios augmented by credit spreads on current

Company debt. The augmentation in the discount is present to account for non-performance

risk. Margins for non-financial risks associated with the contract liabilities are also included.

Notes to affiliates: Estimated fair value of the Company’s notes to affiliates is based upon

discounted future cash flows using a discount rate approximating the current market rate.

Fair value estimates are made at a specific point in time, based on available market information

and judgments about various financial instruments, such as estimates of timing and amounts of

future cash flows. Such estimates do not reflect any premium or discount that could result from

offering for sale at one time the Company’s entire holdings of a particular financial instrument,

nor do they consider the tax impact of the realization of unrealized capital gains (losses). In

many cases, the fair value estimates cannot be substantiated by comparison to independent

markets, nor can the disclosed value be realized in immediate settlement of the instruments. In

evaluating the Company’s management of interest rate, price, and liquidity risks, the fair values

of all assets and liabilities should be taken into consideration, not only those presented above.

Mortgage Loans on Real Estate

The Company’s mortgage loans on real estate are summarized as follows at December 31, 2010

and 2009.


	2010	2009
	Carrying Value	Carrying Value
Total commercial mortgage loans	$ 2,970.9	$ 3,417.3
Collective valuation allowance	(3.0)	(4.1)
Total net commercial mortgage loans	$ 2,967.9	$ 3,413.2

As of December 31, 2010, all commercial mortgage loans are held-for-investment. The

Company diversifies its commercial mortgage loan portfolio by geographic region and property

type to reduce concentration risk. The Company manages risk when originating commercial

mortgage loans by generally lending only up to 75% of the estimated fair value of the underlying

real estate. All mortgage loans are evaluated by seasoned underwriters, including an appraisal of

loan-specific credit quality, property characteristics, and market trends, and assigned a quality

rating using the Company’s internally developed quality rating system. Loan performance is

continuously monitored on a loan-specific basis through the review of borrower submitted

appraisals, operating statements, rent revenues and annual inspection reports, among other items.

This review ensures properties are performing at a consistent and acceptable level to secure the

debt.

C-54

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company has established a collective valuation allowance for probable incurred, but not

specifically identified, losses related to factors inherent in the lending process. The changes in

the collective valuation allowance were as follows for the years ended December 31, 2010 and

2009.


	2010	2009
	Carrying Value	Carrying Value
Collective valuation allowance for losses, beginning of year⁽¹⁾	$ 4.1	$ -
Addition to / (release of) allowance for losses	(1.1)	4.1
Collective valuation allowance for losses, end of year	$ 3.0	$ 4.1
⁽¹⁾Allowance was not recorded prior to 2009.

The commercial mortgage loan portfolio is the recorded investment, prior to collective valuation

allowances, by the indicated loan-to-value ratio and debt service coverage ratio, as reflected in

the following tables at December 31, 2010 and 2009.


	2010⁽¹⁾	2009⁽¹⁾
Loan-to-Value Ratio:
0% - 50%	$ 1,140.4	$ 1,541.0
50% - 60%	707.7	742.5
60% - 70%	903.4	845.0
70% - 80%	197.6	264.9
80% - 90%	21.8	23.9
Total Commercial Mortgage Loans	$ 2,970.9	$ 3,417.3
⁽¹⁾Balances do not include allowance for mortgage loan credit losses.

	2010⁽¹⁾	2009⁽¹⁾
Debt Service Coverage Ratio:
Greater than 1.5x	$ 2,038.3	$ 2,356.1
1.25x - 1.5x	387.9	371.5
1.0x - 1.25x	255.2	284.1
Less than 1.0x	144.0	219.5
Mortgages secured by loans on land or construction loans	145.5	186.1
Total Commercial Mortgage Loans	$ 2,970.9	$ 3,417.3
⁽¹⁾Balances do not include allowance for mortgage loan credit losses.

The Company believes it has a high quality mortgage loan portfolio with 100% of commercial

mortgages classified as performing. The Company defines delinquent commercial mortgage

loans consistent with industry practice as 60 days past due. As of December 31, 2010, there

were no commercial loans classified as delinquent. The Company’s policy is to recognize

interest income until a loan becomes 90 days delinquent or foreclosure proceedings are

commenced, at which point interest accrual is

C-55

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

discontinued. Interest accrual is not resumed until past due payments are brought current. At

December 31, 2010, there were no commercial mortgage loans on nonaccrual status.

All commercial mortgages are rated for the purpose of quantifying the level of risk. Those loans

with higher risk are placed on a watch list and are closely monitored for collateral deficiency or

other credit events that may lead to a potential loss of principal or interest. If the value of any

mortgage loan is determined to be impaired (i.e., when it is probable that the Company will be

unable to collect on all amounts due according to the contractual terms of the loan agreement),

the carrying value of the mortgage loan is reduced to either the present value of expected cash

flows from the loan, discounted at the loan’s effective interest rate, or fair value of the collateral.

The carrying values and unpaid principal balances (prior to any charge-off) of impaired

commercial mortgage loans were as follows for the years ended December 31, 2010 and 2009.


	2010	2009
	Carrying Value	Carrying Value
Impaired loans without valuation allowances	$ 16.5	$ 48.2

Unpaid principal balance of impaired loans	$ 18.7	$ 65.0

Derivative Financial Instruments

See the Organization and Significant Accounting Policies footnote for disclosure regarding the

Company’s purpose for entering into derivatives and the policies on valuation and classification

of derivatives. In addition, the Company’s derivatives are generally not accounted for using

hedge accounting treatment under US GAAP, as the Company has not historically sought hedge

accounting treatment. The Company enters into the following derivatives:

Interest rate caps: Interest rate caps are used to manage the interest rate risk in the Company’s

fixed maturity portfolio. Interest rate caps are purchased contracts that are used by the Company

to hedge annuity products against rising interest rates.

Interest rate swaps: Interest rate swaps are used to manage the interest rate risk in the

Company’s fixed maturity portfolio, as well as the Company’s liabilities. Interest rate swaps

represent contracts that require the exchange of cash flows at regular interim periods, typically

monthly or quarterly.

Foreign exchange swaps: Foreign exchange swaps are used to reduce the risk of a change in the

value, yield, or cash flow with respect to invested assets. Foreign exchange swaps represent

contracts that require the exchange of foreign currency cash flows for U.S. dollar cash flows at

regular interim periods, typically quarterly or semi-annually.

C-56

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Credit default swaps: Credit default swaps are used to reduce the credit loss exposure with respect to

certain assets that the Company owns, or to assume credit exposure on certain assets that the Company

does not own. Payments are made to or received from the counterparty at specified intervals and

amounts for the purchase or sale of credit protection. In the event of a default on the underlying credit

exposure, the Company will either receive an additional payment (purchased credit protection) or will be

required to make an additional payment (sold credit protection) equal to par minus recovery value of the

swap contract.

Total return swaps: Total return swaps are used to hedge against a decrease in variable annuity account

values, which are invested in certain funds. The difference between floating-rate interest amounts

calculated by reference to an agreed upon notional principal amount is exchanged with other parties at

specified intervals.

Forwards: Certain forwards are acquired to hedge the Company’s CMO-B portfolio against movements

in interest rates, particularly mortgage rates. On the settlement date, the Company will either receive a

payment (interest rate drops on purchased forwards or interest rate rises on sold forwards) or will be

required to make a payment (interest rate rises on purchased forwards or interest rate drops on sold

forwards). The Company also uses currency forward contracts to hedge policyholder liabilities in

variable annuity contracts which are linked to foreign indexes. The currency fluctuations may result in a

decrease in variable annuity account values, which would increase the possibility of the Company

incurring an expense for guaranteed benefits in excess of account values.

Futures: Futures contracts are used to hedge against a decrease in certain equity indices. Such decreases

may result in a decrease in variable annuity account values, which would increase the possibility of the

Company incurring an expense for guaranteed benefits in excess of account values. Futures contracts

are also used to hedge against an increase in certain equity indices. Such increases may result in

increased payments to contract holders of fixed indexed annuity contracts, and the futures income would

serve to offset this increased expense.

Options: Call options are used to hedge against an increase in the various equity indices. Such increase

may result in increased payments to contract holders of fixed indexed annuity contracts, and the options

offset this increased expense.

Embedded derivatives: The Company also has investments in certain fixed maturity instruments, and has

issued certain retail annuity products, that contain embedded derivatives whose market value is at least

partially determined by, among other things, levels of or changes in domestic and/or foreign interest

rates (short-term or long-term), exchange rates, prepayment rates, equity rates, or credit ratings/spreads.

In addition, the Company has entered into a coinsurance with funds withheld arrangement which

contains

C-57

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

an embedded derivative whose fair value is based on the change in the fair value of the underlying assets

held in trust.

The notional amounts and fair values of derivatives were as follows as of December 31, 2010 and 2009.


		2010			2009
	Notional	Asset	Liability	Notional	Asset	Liability
	Amount	Fair Value	Fair Value	Amount	Fair Value	Fair Value
Derivatives: Qualifying for hedge
accounting⁽¹⁾
Interest rate contracts	79.5	$ 0.5	$ 7.2	114.0	$ -	$ 8.7
Foreign exchange contracts	25.4	-	0.2	-	-	-
Equity contracts	-	-	-	-	-	-
Credit contracts	-	-	-	-	-	-
Derivatives: Non-Qualifying for
hedge accounting⁽¹⁾
Interest rate contracts	17,450.9	176.6	412.3	6,773.3	83.0	316.5
Foreign exchange contracts	908.4	5.1	41.9	815.8	14.2	52.9
Equity contracts	9,269.8	107.7	16.8	10,344.0	258.3	16.3
Credit contracts	333.8	3.2	14.5	358.9	0.3	106.0

Embedded derivatives:
Within retail annuity products⁽²⁾		-	1,242.5		-	1,001.1
Within reinsurance agreement ⁽²⁾		20.9	-		38.7	-
Total		$ 314.0	$ 1,735.4		$ 394.5	$ 1,501.5


N/A - Not applicable.
(1)	The fair values of these derivatives are reported in Derivatives or Other liabilities on the Condensed Balance Sheets.
(2)	The fair values of embedded derivatives within retail annuity products and reinsurance agreements are reported in
	Future policy benefits and claim reserves on the Condensed Balance Sheets.

C-58

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Net realized gains (losses) on derivatives were as follows for the years ended December 31, 2010 and

2009.


	2010	2009
Derivatives: Qualifying for hedge accounting ⁽¹⁾	$ $
Interest rate contracts	(3.3)	(1.8)
Foreign exchange contracts	-	-
Equity contracts
Credit contracts
Derivatives: Non-Qualifying for hedge accounting ⁽¹⁾
Interest rate contracts	50.8	(183.8)
Foreign exchange contracts	9.3	(38.2)
Equity contracts	(853.4)	(2,070.4)
Credit contracts	1.0	(12.9)

Embedded derivatives:
Within retail annuity products⁽²⁾	237.2	(66.3)
Within reinsurance agreement ⁽²⁾	(17.8)	38.7
Total	$ (576.2)	$ (2,334.7)


*	Less than $0.1.
(1)	Changes in value are included in Net realized capital losses on the Condensed Statements of Operations.
(2)	Changes in value are included in Interest credited and other benefits to contract owners on the Condensed
	Statements of Operations.

Credit Default Swaps

The Company has entered into various credit default swaps. When credit default swaps are sold, the

Company assumes credit exposure to certain assets that it does not own. Credit default swaps may also

be purchased to reduce credit exposure in the Company’s portfolio. Credit default swaps involve a

transfer of credit risk from one party to another in exchange for periodic payments. These instruments

are typically written for a maturity period of five years and do not contain recourse provisions, which

would enable the seller to recover from third parties. The Company has International Swaps and

Derivatives Association, Inc. (“ISDA”) agreements with each counterparty with which it conducts

business and tracks the collateral positions for each counterparty. To the extent cash collateral is

received, it is included in Payables under securities loan agreement, including collateral held, on the

Balance Sheets and is reinvested in short-term investments. Collateral held is used in accordance with

the Credit Support Annex (“CSA”) to satisfy any obligations. Investment grade bonds owned by the

Company are the source of noncash collateral posted, which is reported in Securities pledged on the

Balance Sheets. In the event of a default on the underlying credit exposure, the Company will either

receive an additional payment (purchased credit protection) or will be required to make an additional

payment (sold credit protection) equal to par minus recovery value of the swap contract. At

December 31, 2010, the fair value of credit default swaps of $3.2 and $14.5 was included in Derivatives

and Other liabilities, respectively, on the Balance Sheets. At December 31, 2009, the fair value of credit

default swaps of $0.3 and $106.0

C-59


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Financial Statements
(Dollar amounts in millions, unless otherwise stated)

	was included in Derivatives and Other liabilities, respectively, on the Balance Sheets. As of
	December 31, 2010 and 2009, the maximum potential future exposure to the Company on the sale of
	credit protection under credit default swaps was $308.1 and $122.9, respectively.

4.	Deferred Policy Acquisition Costs and Value of Business Acquired

	Activity within DAC was as follows for the years ended December 31, 2010, 2009, and 2008.


	2010	2009	2008
Balance at January 1	$ 3,718.0	$ 4,205.5	$ 2,908.4
Deferrals of commissions and expenses	197.4	411.7	781.7
Amortization:
Amortization	(616.9)	171.7	(814.9)
Interest accrued at 5% to 6%	230.2	191.3	146.4
Net amortization included in the Statements of Operations	(386.7)	363.0	(668.5)
Change in unrealized capital gains/losses on available-for-sale
securities	(373.7)	(1,262.2)	1,098.2
Effect of variable annuity guaranteed living benefits
reinsurance	-	-	85.7
Balance at December 31	$ 3,155.0	$ 3,718.0	$ 4,205.5

The estimated amount of DAC amortization expense, net of interest, is $157.9, $245.4, $327.7, $397.2,

and $377.1, for the years 2011, 2012, 2013, 2014, and 2015, respectively. Actual amortization incurred

during these years may vary as assumptions are modified to incorporate actual results.

Activity within VOBA was as follows for the years ended December 31, 2010, 2009, and 2008.


	2010	2009	2008
Balance at January 1	$ 113.4	$ 195.1	$ 128.7
Amortization:
Amortization	(30.1)	(7.5)	(18.7)
Interest accrued at 5% to 6%	5.2	6.7	6.7
Net amortization included in the Statements of Operations	(24.9)	(0.8)	(12.0)
Change in unrealized capital gains/losses on available-for-sale
securities	(20.4)	(80.9)	78.4
Balance at December 31	$ 68.1	$ 113.4	$ 195.1

C-60

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The estimated amount of VOBA amortization expense, net of interest, is $7.7, $8.6, $8.9, $8.6, and $7.9,

for the years 2011, 2012, 2013, 2014, and 2015, respectively. Actual amortization incurred during these

years may vary as assumptions are modified to incorporate actual results.

Analysis of DAC and VOBA - Annuity Products

The Net amortization of DAC and VOBA increased for the year ended December 31, 2010 driven by

higher actual gross profits mainly resulting from improved net realized capital losses.

During 2010, 2009, and 2008, the Company adjusted its projections for future gross profits due to actual

experience in the year, adjusted its k-factor for the impact of current period gross profit variances, and

revised and unlocked certain assumptions for its fixed and variable annuity products. These adjustments

and their acceleration (deceleration) impact on Amortization of DAC and VOBA were as follows for the

years ended December 2010, 2009, and 2008.


	2010	2009	2008
Impact of separate account growth and contract owner withdrawal
behavior different from assumptions	$ 114.2	$ (324.1)	$ 491.8
Impact of current year gross profit variances	(40.2)	342.6		227.2
Unlock of mortality, lapse, expense and mutual fund sharing
assumptions	(81.6)	88.9		(40.1)
Impact of refinements of gross profit projections	117.6	(0.9)		302.0
Total unlocking effect on Amortization of DAC and VOBA	$ 110.0	$ 106.5	$ 980.9


5.	Sales Inducements

	During the year ended December 31, 2010, the Company capitalized and amortized $46.9 and $(110.8),
	respectively, of sales inducements. During the year ended December 31, 2009, the Company capitalized
	and amortized $65.7 and $(222.5), respectively, of sales inducements. The unamortized balance of
	capitalized sales inducements, net of unrealized capital gains (losses) on available-for-sale securities,
	was $665.9 and $810.2 as of December 31, 2010 and 2009, respectively.

6.	Capital Contributions, Dividends and Statutory Information

	The Company’s ability to pay dividends to its parent is subject to the prior approval of the State of Iowa
	Insurance Division (the “Division”) for payment of any dividend, which, when combined with other
	dividends paid within the preceding twelve months, exceeds the greater of (1) ten percent (10.0%) of the
	Company’s earned statutory surplus at the prior year end or (2) the Company’s prior year statutory net
	gain from operations.

C-61


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Financial Statements
(Dollar amounts in millions, unless otherwise stated)

During 2010 and 2009, the Company did not pay any dividends or return of capital distributions to its
Parent. During 2008, the Company paid its Parent a cash return of capital distribution in the amount of
$900.0.

During the year ended December 31, 2010, the Company received $749.0 in capital contributions from
its Parent. On November 12, 2008, ING issued to The State of the Netherlands (the “Dutch State”) non-
voting Tier 1 securities for a total consideration of EUR 10 billion. On February 24, 2009, $2.2 billion
was contributed to the direct and indirect insurance company subsidiaries of ING AIH, of which $835.0
was contributed to the Company. The contribution was comprised of the proceeds from the investment
by the Dutch State and the redistribution of currently existing capital within ING. During 2008, the
Company received a $1.1 billion capital contribution from its Parent.

The Division recognizes as net income and capital and surplus those amounts determined in conformity
with statutory accounting practices prescribed or permitted by the Department, which differ in certain
respects from accounting principles generally accepted in the United States. Statutory net income (loss)
was $(384.4), $(638.3), and $(831.4), for the years ended December 31, 2010, 2009, and 2008,
respectively. Statutory capital and surplus was $1,724.7 and $1,486.1 as of December 31, 2010 and
2009, respectively.	As prescribed by statutory accounting practices, statutory surplus as of
December 31, 2009 included the impact of a $239.0 capital contribution received by the Company from
its immediate Parent on February 19, 2010.

The Division has the ability to ease certain reserving requirements at its discretion. Due to the reduction
in liquidity and the limited availability of letters of credit confirming banks, the Department allowed the
Company to accept unconfirmed letters of credit of up to $320.0 for reinsurance transactions. This
allowed the Company to take the full reserve relief for reinsurance transactions with unconfirmed letters
of credit. This reserve relief was available for the period from December 31, 2008 through July 1, 2010
and is not a permitted practice.

Effective December 31, 2009, the Company adopted Actuarial Guideline 43 - Variable Annuity
Commissioners Annuity Reserve Valuation Method (“AG43”) for its statutory basis of accounting.
Where the application of AG43 produces higher reserves than the Company had otherwise established
under previous standards, the Company may request permission from the Division to grade-in the
impact of higher reserve over a three year period. During 2009, the Company elected this grade-in
provision as allowed under AG43 and as approved by the Division. The impact of the grade-in for the
year ended December 31, 2009 was an increase in reserves and a corresponding decrease in statutory
surplus of $79.2. Since the AG43 reserves as of December 31, 2010 were lower than reserves
established under previous standards, the Company did not elect the grade in provision.

C-62


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Financial Statements
(Dollar amounts in millions, unless otherwise stated)

	Effective December 31, 2009, the Company adopted SSAP No. 10R, Income Taxes, for its statutory
	basis of accounting. This statement requires the Company to calculate admitted deferred tax assets based
	upon what is expected to reverse within one year with a cap on the admitted portion of the deferred tax
	asset of 10% of capital and surplus for its most recently filed statement. If the Company’s risk-based
	capital (“RBC”) levels, after reflecting the above limitation, exceeds 250% of the authorized control
	level, the statement increases the limitation on admitted deferred tax assets from what is expected to
	reverse in one year to what is expected to reverse over the next three years and increases the cap on the
	admitted portion of the deferred tax asset from 10% of capital and surplus for its most recently filed
	statement to 15%. Other revisions in the statement include requiring the Company to reduce the gross
	deferred tax asset by a statutory valuation allowance adjustment if, based on the weight of available
	evidence, it is more likely than not (a likelihood of more than 50 percent) that some portion of or all of
	the gross deferred tax assets will not be realized. To temper this positive RBC impact, and as a
	temporary measure at December 31, 2009 only, a 5% pre-tax RBC charge must be applied to the
	additional admitted deferred tax assets generated by SSAP 10R. The adoption for 2009 had a
	December 31, 2009 sunset; however, during 2010, the 2009 adoption, including the 5% pre-tax RBC
	charge, was extended through December 31, 2011. The effects on the Company’s statutory financial
	statements of adopting this change in accounting principle were increases to total assets and capital and
	surplus of $70.4 and $85.6 as of December 31, 2010 and 2009, respectively. This adoption had no
	impact on total liabilities or net income.

7.	Additional Insurance Benefits and Minimum Guarantees

	Under the requirements of ASC Topic 944, the Company calculates reserve liabilities for certain
	guaranteed benefits and for universal life products with certain patterns of cost of insurance charges and
	certain other fees.

	The following assumptions and methodology were used to determine the guaranteed minimum death
	benefits (“GMDB”), guaranteed minimum income benefits (“GMIB”), guaranteed minimum withdrawal
	for life benefit (LifePay “LP” and LifePay Plus “LPP”), guaranteed minimum accumulation benefits
	(“GMAB”) and guarantee minimum withdrawal benefits without lifetime guarantees (“GMWB”)
	additional reserves at December 31, 2010.

	Area	Assumptions/Basis for Assumptions
	Data used	Based on 1000 investment performance scenarios

	Mean investment performance	GMDB:
		The mean investment performance varies by fund group. In general we group all
		separate account returns into 6 fund groups, and generate stochastic returns for each of
		these fund groups. The overall mean separate account return is 8.125%. The general
		account fixed portion is a small percentage of the overall total.

C-63

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)


	GMIB / LP/LPP:
	8.125% based on a single fund group.

	AB/WB:
	Zero rate curve

Volatility	GMDB: 15.76%
	GMIB / LP/LPP: 16.53%
	AB/WB: Blended 1 year implied forward volatilities for GMAB/WB. The volatilities
	range between 6.1% and 36.03% base on fund type.

Mortality	Depending on Guaranteed Living Benefit Type, product, and issue year we use 55% to
	80% of the SoA 90-95 ultimate mortality table. This percentage grade to 100% over the
	ages of 80 to 120.

Lapse rates	Vary by contract type and duration; range between 1.0% and 30.0%.

Discount rates	GMDB and GMIB/LP/LPP:
	5.5%, based on management’s best estimate of the long term credited rate of return

	AB/WB:
	Zero rate curve + ING Bond spread; the ING Bond spread varies between 1.486% and
	2.575%

The calculation of the GMIB, LP, and LPP liabilities assumes dynamic surrenders and dynamic
utilization of the guaranteed benefit reserves.

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The separate account liabilities subject to the requirements for additional reserve liabilities under ASC

Topic 944 for minimum guaranteed benefits, and the additional liabilities recognized related to

minimum guarantees, by type, as of December 31, 2010 and 2009, and the paid and incurred amounts by

type for the years ended December 31, 2010 and 2009, were as follows:


	Guaranteed	Guaranteed	Guaranteed	Guaranteed
	Minimum	Minimum	Minimum	Withdrawal
	Death	Accumulation/	Income	For Life
	Benefit	Withdrawal Benefit	Benefit	Benefit
	(GMDB)	(GMAB/GMWB)	(GMIB)	(LP/LPP)
Separate account liability at
December 31, 2010	$ 44,413.3	$ 1,442.6	$ -	$ -
Separate account liability at
December 31, 2009	$ 42,996.1	$ 1,602.6	$ 15,418.6	$ 15,480.8

Additional liability balance:
Balance at January 1, 2009	$ 565.4	$ 153.0	$ -	$ -
Incurred guaranteed benefits	83.7	(79.1)	-		-
Paid guaranteed benefits	(171.5)	-	-		-
Balance at December 31, 2009	$ 477.6	$ 73.9	$ -	$ -
Incurred guaranteed benefits	21.4	13.8	-		-
Paid guaranteed benefits	(125.1)	(10.7)	-		-
Balance at December 31, 2010	$ 373.9	$ 77.0	$ -	$ -

	C-65

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The net amount at risk, net of reinsurance, and the weighted average attained age of contract owners by

type of minimum guaranteed benefit, were as follows as of December 31, 2010 and 2009.


	Guaranteed	Guaranteed	Guaranteed	Guaranteed
	Minimum	Minimum	Minimum	Withdrawal
	Death	Accumulation/	Income	For Life
	Benefit	Withdrawal Benefit	Benefit	Benefit
	(GMDB)	(GMAB/GMWB)	(GMIB)	(LP/LPP)
2010
Net amount at risk, net of reinsurance	$ 6,918.5	$ 52.4	$ -	$ -
Weighted average attained age	67	62	-	-

2009
Net amount at risk, net of reinsurance	$ 9,108.7	$ 104.9	$ -	$ -
Weighted average attained age	65	68	-	-

The aggregate fair value of equity securities, including mutual funds, supporting separate accounts with

additional insurance benefits and minimum investment return guarantees as of December 31, 2010 and

2009 was $44.4 billion and $43.0 billion, respectively.


8.	Income Taxes

	Income tax expense (benefit) consisted of the following for the years ended December 31, 2010, 2009,
	and 2008.


	2010	2009	2008
Current tax expense (benefit):
Federal	$ 622.9	$ (357.2)	$ (754.9)
Total current tax expense (benefit)	622.9	(357.2)	(754.9)
Deferred tax expense:
Federal	(678.0)	220.7	509.7
Total deferred tax (benefit) expense	(678.0)	220.7	509.7
Total income tax benefit	$ (55.1)	$ (136.5)	$ (245.2)

C-66

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Income taxes were different from the amount computed by applying the federal income tax rate to

income before income taxes for the following reasons for the years ended December 31, 2010, 2009, and

2008.


	2010	2009	2008
Income (loss) before income taxes	$ 26.2	$ (133.3)	$ (1,626.4)
Tax rate	35.0%	35.0%	35.0%
Income tax expense (benefit) at federal statutory rate	9.2	(46.6)	(569.2)
Tax effect of:
Dividend received deduction	(75.9)	(53.7)	(48.9)
Tax valuation allowance	64.0	(35.6)	379.1
Audit settlement	(49.2)	0.1	-
Tax credits	(3.5)	(1.0)	(5.0)
Other	0.3	0.3	(1.2)
Income tax benefit	$ (55.1)	$ (136.5)	$ (245.2)

Temporary Differences

The tax effects of temporary differences that give rise to Deferred tax assets and Deferred tax liabilities

at December 31, 2010 and 2009, are presented below.


	2010	2009
Deferred tax assets:
Future policy benefits	$ 503.4	$ 505.3
Goodwill	1.0	2.4
Investments	839.0	367.7
Employee compensation and benefits	43.2	39.7
Unrealized losses	-	125.1
Other	84.0	70.4
Total gross assets before valuation allowance	1,470.6	1,110.6
Less: valuation allowance	(199.6)	(308.6)
Assets, net of valuation allowance	1,271.0	802.0
Deferred tax liabilities:
Deferred policy acquisition costs	(1,231.3)	(1,445.4)
Unrealized gains	(139.3)	-
Value of business acquired	(31.3)	(39.3)
Other	(50.1)	(84.8)
Total gross liabilities	(1,452.0)	(1,569.5)
Net deferred income tax liability	$ (181.0)	$ (767.5)

Net unrealized capital gains (losses) are presented as a component of other comprehensive income (loss)

in Shareholder’s equity, net of deferred taxes.

Valuation allowances are provided when it is considered unlikely that deferred tax assets will be

realized. At December 31, 2010 and 2009, the Company had a tax valuation allowance of $187.5 and

$303.5, respectively, related to realized and unrealized capital

C-67

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

losses. As of December 31, 2010 and 2009, the Company had a full tax valuation allowance of $12.1

and $5.1, respectively, related to foreign tax credits, the benefit of which is uncertain. The change in net

unrealized capital gains (losses) includes an increase (decrease) in the tax valuation allowance of

$(173.0), $(64.7), and $17.1 for the years ended December 31, 2010, 2009, and 2008, respectively.

Tax Sharing Agreement

The Company had a payable to ING AIH of $79.2 and $69.0 at December 31, 2010 and 2009,

respectively, for federal income taxes under the intercompany tax sharing agreement.

See Related Party Transactions footnote for more information.

Unrecognized Tax Benefits

Reconciliations of the change in the unrecognized income tax benefits for the years ended December 31,

2010 and 2009 are as follows:


	2010	2009
Balance at beginning of period	$ 60.3	$ 64.9
Additions for tax positions related to the current year	-	9.1
Additions for tax positions related to prior years	28.0	3.2
Reductions for tax positions related to prior years	(60.2)	(16.9)
Reductions for settlements with taxing authorities	(0.1)	-
Balance at end of period	$ 28.0	$ 60.3

The Company had $2.7 and $53.4 of unrecognized tax benefits as of December 31, 2010 and 2009,

respectively, that would affect the Company’s effective tax rate if recognized.

Interest and Penalties

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in Current

income taxes and Income tax benefit on the Balance Sheets and Statement of Operations, respectively.

The Company had accrued interest of $0.0 and $4.4 as of December 31, 2010 and 2009, respectively.

The decrease during the tax period ended December 31, 2010 is primarily related to the settlement of the

2004-2008 federal audits.

Tax Regulatory Matters

In September 2010, the IRS completed its examination of the Company’s returns through tax year 2008.

The provision for the year ended December 31, 2010 reflected non-recurring favorable adjustments,

resulting from a reduction in the tax liability that was no longer deemed necessary based on the results

of the IRS examination, monitoring the

C-68


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Financial Statements
(Dollar amounts in millions, unless otherwise stated)

	activities of the IRS with respect to certain issues with other taxpayers and the merits of the Company’s
	position.

	The Company is currently under audit by the IRS for tax years 2009 and 2010 and it is expected that the
	examination of tax year 2009 will be finalized within the next twelve months. Upon finalization of the
	IRS examination it is reasonably possible that the unrecognized tax benefits will decrease by up to
	$25.3. The timing of the payment of the remaining allowance of $2.7 cannot be reliably estimated. The
	Company and the IRS have agreed to participate in the Compliance Assurance Program (“CAP”) for the
	tax years 2009 and 2010.

9.	Benefit Plans

	*Defined Benefit Plan*

	ING North America Insurance Corporation (“ING North America”) sponsors the ING Americas
	Retirement Plan (the “Retirement Plan”), effective as of December 31, 2001. Substantially all
	employees of ING North America and its affiliates (excluding certain employees) are eligible to
	participate, including the Company’s employees. The Retirement Plan was amended and restated
	effective January 1, 2008. The Retirement Plan was amended on July 1, 2008, related to the admission
	of employees from the acquisition of CitiStreet LLC (“CitiStreet”) by Lion, and ING North America
	filed a request for a determination letter on the qualified status of the Retirement Plan, but has not yet
	received a favorable determination letter. Additionally, effective January 1, 2009, the Retirement Plan
	was amended to provide that anyone hired or rehired by the Company on or after January 1, 2009, would
	not be eligible to participate in the Retirement Plan.

	The Retirement Plan is a tax-qualified defined benefit plan, the benefits of which are guaranteed (within
	certain specified legal limits) by the Pension Benefit Guaranty Corporation (“PBGC”). As of January 1,
	2002, each participant in the Retirement Plan (except for certain specified employees) earns a benefit
	under a final average compensation formula. Subsequent to December 31, 2001, ING North America is
	responsible for all Retirement Plan liabilities. The costs allocated to the Company for its employees’
	participation in the Retirement Plan were $11.0, $15.7, and $10.8, for the years ended 2010, 2009, and
	2008, respectively, and are included in Operating expenses in the Statements of Operations.

	*Defined Contribution Plan*

	ING North America sponsors the ING Americas Savings Plan and ESOP (the “Savings Plan”).
	Substantially all employees of ING North America and its affiliates (excluding certain employees) are
	eligible to participate, including the Company’s employees other

C-69

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

than Company agents. The Savings Plan is a tax-qualified defined contribution retirement plan, which

includes an employee stock ownership plan (“ESOP”) component. The Savings Plan was amended and

restated effective January 1, 2008 and subsequently amended on July 1, 2008, with respect to the

admission of employees from the acquisition of CitiStreet by Lion. The Savings Plan was amended

effective January 1, 2011, to permit Roth 401(k) contributions to be made to the Plan. ING North

America filed a request for a determination letter on the qualified status of the Plan and received a

favorable determination letter dated May 19, 2009. Savings Plan benefits are not guaranteed by the

PBGC. The Savings Plan allows eligible participants to defer into the Savings Plan a specified

percentage of eligible compensation on a pre-tax basis. ING North America matches such pre-tax

contributions, up to a maximum of 6.0% of eligible compensation. Matching contributions are subject

to a 4-year graded vesting schedule, although certain specified participants are subject to a 5-year graded

vesting schedule. All contributions made to the Savings Plan are subject to certain limits imposed by

applicable law. The cost allocated to the Company for the Savings Plan were $2.4, $4.2, and $5.6, for

the years ended December 31, 2010, 2009, and 2008, respectively, and are included in Operating

expenses in the Statements of Operations.

Non-Qualified Retirement Plans

Through December 31, 2001, the Company, in conjunction with ING North America, offered certain

eligible employees (other than Career Agents) a Supplemental Executive Retirement Plan and an Excess

Plan (collectively, the “SERPs”). Benefits under the SERPs are determined based on an eligible

employee’s years of service and average annual compensation for the highest five years during the last

ten years of employment.

The SERPs are non-qualified defined benefit pension plans, which means all the SERPs benefits are

payable from the general assets of the Company. These non-qualified defined benefit pension plans are

not guaranteed by the PBGC.

C-70

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Obligations and Funded Status

The following table summarizes the benefit obligations, fair value of plan assets, and funded status, for

the SERPs for the years ended December 31, 2010 and 2009.


	2010	2009
Change in Projected Benefit Obligation:
Projected benefit obligation, January 1	$ 25.9	$ 21.7
Interest cost	1.5	1.2
Benefits paid	(1.2)	(1.2)
Actuarial gain on obligation	(0.6)	4.3
The effect of any curtailment or settlement	(0.1)	(0.1)
Projected benefit obligation, December 31	$ 25.5	$ 25.9

Fair Value of Plan Assets:
Fair value of plan assets, December 31	$ -	$ -


Amounts recognized in the Consolidated Balance Sheets consist of:

	2010	2009
Accrued benefit cost	$ (25.5)	$ (25.9)
Accumulated other comprehensive income	7.5	9.1
Net amount recognized	$ (18.0)	$ (16.8)

Assumptions

The weighted-average assumptions used in the measurement of the December 31, 2010 and 2009,

benefit obligation for the SERPs were as follows:


	2010	2009
Discount rate at end of period	5.50%	6.00%
Rate of compensation increase	3.00%	1.50%

In determining the discount rate assumption, the Company utilizes current market information provided

by its plan actuaries (particularly the Citigroup Pension Discount Curve Liability Index), including a

discounted cash flow analysis of the Company’s pension obligation and general movements in the

current market environment. The discount rate modeling process involves selecting a portfolio of high

quality, noncallable bonds that will match the cash flows of the Retirement Plan. Based upon all

available information, it was determined that 5.5% was the appropriate discount rate as of December 31,

2010, to calculate the Company’s accrued benefit liability.

C-71

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The weighted-average assumptions used in calculating the net pension cost were as follows:


	2010	2009	2008
Discount rate	6.00%	6.00%	6.50%
Rate of increase in compensation levels	3.00%	1.50%	4.20%

Since the benefit plans of the Company are unfunded, an assumption for return on plan assets is not

required.

Net Periodic Benefit Costs

Net periodic benefit costs for the SERPs for the years ended December 31, 2010, 2009, and 2008, were

as follows:


		2010		2009		2008
Interest cost	$ 1.5		$ 1.3		$ 1.3
Net actuarial loss recognized in the year		0.8		0.4		0.4
Net periodic benefit cost	$ 2.3		$ 1.7		$ 1.7

Cash Flows

In 2011, the employer is expected to contribute $1.4 to the SERPs. Future expected benefit payments

related to the SERPs for the years ended December 31, 2011 through 2015, and thereafter through 2020,

are estimated to be $1.4, $1.4, $1.4, $1.4, $1.5, and $7.7, respectively.

Stock Option and Share Plans

Through 2010, ING sponsored the ING Group Long-Term Equity Ownership Plan (“leo”), which

provides employees of the Company who are selected by the ING Executive Board with options and/or

performance shares. The terms applicable to an award under leo are set out in an award agreement

which is signed by the participant when he or she accepts the award.

Options granted under leo are nonqualified options on ING shares in the form of American Depository

Receipts (“ADRs”). Leo options have a ten (10) year term and vest three years from the grant date.

Options awarded under leo may vest earlier in the event of the participant’s death, permanent disability

or retirement. Retirement for purposes of leo means a participant terminates service after attaining age

55 and completing 5 years of service. Early vesting in all or a portion of a grant of options may also

occur in the event the participant is terminated due to redundancy or business divestiture. Unvested

options are generally subject to forfeiture when a participant voluntarily terminates employment or is

terminated for cause (as defined in leo). Upon vesting, participants generally have up to seven years in

which to exercise their vested options. A shorter

C-72

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

exercise period applies in the event of termination due to redundancy, business divestiture, voluntary

termination or termination for cause. An option gives the recipient the right to purchase an ING share in

the form of ADRs at a price equal to the fair market value of one ING share on the date of grant. On

exercise, participant’s have three options (i) retain the shares and remit a check for applicable taxes due

on exercise, (ii) request the administrator to remit a cash payment for the value of the options being

exercised, less applicable taxes, or (iii) retain some of the shares and have the administrator liquidate

sufficient shares to satisfy the participant’s tax obligation. The amount is converted from Euros to U.S.

dollars based on the daily average exchange rate between the Euro and the U.S. dollar, as determined by

ING.

Awards of performance shares may also be made under leo. Performance shares are a contingent grant

of ING stock and on vesting, the participant has the right to receive a cash amount equal to the closing

price per ING share on the Euronext Amsterdam Stock Market on the vesting date times the number of

vested Plan shares. Performance shares generally vest three years from the date of grant, with the

amount payable based on ING’s share price on the vesting date. Payments made to participants on

vesting are based on the performance targets established in connection with leo and payments can range

from 0% to 200% of target. Performance is based on ING’s total shareholder return relative to a peer

group as determined at the end of the vesting period. To vest, a participant must be actively employed

on the vesting date, although immediate vesting will occur in the event of the participant’s death,

disability or retirement. If a participant is terminated due to redundancy or business divestiture, vesting

will occur but in only a portion of the award. Unvested shares are generally subject to forfeiture when

an employee voluntarily terminates employment or is terminated for cause (as defined in leo). Upon

vesting, participants have three options (i) retain the shares and remit a check for applicable taxes due on

exercise, (ii) request the administrator to remit a cash payment for the value of the shares, less applicable

taxes, or (iii) retain some of the shares and have the administrator liquidate sufficient shares to satisfy

the participant’s tax obligation. The amount is converted from Euros to U.S. dollars based on the daily

average exchange rate between the Euro and the U.S. dollar, as determined by ING.

The Company was allocated from ING compensation expense for the leo options and performance

shares of $2.6, $4.5, and $5.3, for the years ended December 31, 2010, 2009, and 2008, respectively.

For leo, the Company recognized minimal tax benefits in 2010 and 2009, and $0.7 in 2008.

Commencing in 2011, ING introduced a new long-term equity and deferred bonus plan, the Long-Term

Sustainable Performance Plan (“LSPP”). The terms applicable to an award under the LSPP will be set

out in a grant agreement which is signed by the participant when he or she accepts the award. The LSPP

will provide employees of the Company who are selected by the ING Executive Board with

performance shares and

C-73

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

will also require deferral of discretionary incentive bonus awards in excess of EUR 100,000. The

performance shares awarded under the LSPP will be a contingent grant of ING ADR units and on

settlement, the participant will have the right to either receive ING ADR units in kind or a cash amount

equal to the closing price per ING share on the Euronent Amsterdam Stock Market on the settlement

date times the number of vested ADR units, subject to achievement during the vesting period of

performance targets based on return of equity and employee engagement. The excess bonus amount will

be held in deferred ING ADR units or in a deferred cash account, or some combination thereof,

depending on the total amount of the incentive bonus award, generally subject to vesting in three equal

tranches over the three year period commencing on the date of incentive bonus payment. Unlike the leo

plan, no options on ING shares in the form of ADRs will be granted under the LSPP. To vest in

performance shares, deferred shares or deferred cash, an employee must generally be actively employed

on the settlement date, although immediate full and partial vesting in the event of normal age or early

retirement, death or disability, or termination due to redundancy or business divestiture will occur,

similar to the vesting treatment in the leo plan.

Other Benefit Plans

In addition to providing retirement plan benefits, the Company, in conjunction with ING North America,

provides certain supplemental retirement benefits to eligible employees and health care and life

insurance benefits to retired employees and other eligible dependents. The supplemental retirement plan

includes a non-qualified defined benefit pension plan and a non-qualified defined contribution plan,

which means all benefits are payable from the general assets of the Company. The post-retirement

health care plan is contributory, with retiree contribution levels adjusted annually and the Company

subsidizes a portion of the monthly per-participant premium. Beginning August 1, 2009, the Company

moved from self-insuring its supplemental health care costs and began to use a private-fee-for-service

Medicare Advantage program for post-Medicare eligible retired participants. In addition, effective

October 1, 2009, the Company no longer subsidizes medical premium costs for early retirees. This

change does not impact any participant currently retired and receiving coverage under the plan or any

employee who is eligible for coverage under the plan and whose employment ended before October 1,

2009. The Company continues to offer access to medical coverage until retirees become eligible for

Medicare. The life insurance plan provides a flat amount of noncontributory coverage and optional

contributory coverage. The ING Americas Deferred Compensation Savings Plan is a deferred

compensation plan that includes a 401(k) excess component. The benefits charges allocated to the

Company related to all of these plans for the years ended December 31, 2010, 2009, and 2008, were

$2.1, $5.8, and $8.2, respectively.

C-74

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)


10.	Related Party Transactions

	*Operating Agreements*

	The Company has certain agreements whereby it generates revenues and incurs expenses with affiliated
	entities. The agreements are as follows:

	¡	Underwriting and distribution agreement with Directed Services LLC (“DSL”) (successor by
		merger to Directed Services, Inc.), an affiliated broker-dealer, whereby DSL serves as the principal
		underwriter for variable insurance products issued by the Company. DSL is authorized to enter
		into agreements with broker-dealers to distribute the Company’s variable products and appoint
		representatives of the broker-dealers as agents. For the years ended December 31, 2010, 2009, and
		2008, commissions were incurred in the amounts of $204.3, $268.0, and $603.8, respectively.
	¡	Asset management agreement with ING Investment Management LLC (“IIM”), an affiliate, in
		which IIM provides asset management, administration, and accounting services for ING USA’s
		general account. The Company records a fee, which is paid quarterly, based on the value of the
		assets under management. For the years ended December 31, 2010, 2009, and 2008, expenses
		were incurred in the amounts of $49.0, $51.0, and $85.9, respectively.
	¡	Intercompany agreement with DSL pursuant to which DSL agreed, effective January 1, 2010, to
		pay the Company, on a monthly basis, a portion of the revenues DSL earns as investment adviser
		to certain U.S. registered investment companies that are investment options under certain of the
		Company’s variable insurance products. For the year ended December 31, 2010, revenue under
		the DSL intercompany agreement was $146.9. Prior to January 1, 2010, the Company was a party
		to a service agreement with DSL pursuant to which the Company provided managerial and
		supervisory services to DSL and earned a fee. This service agreement was terminated as of
		January 1, 2010. For the years ended December 31, 2009 and 2008, revenue for these services was
		$123.2 and $139.2, respectively.
	¡	Intercompany agreement with IIM pursuant to which IIM agreed, effective January 1, 2010, to pay
		the Company, on a monthly basis, a portion of the revenues IIM earns as investment adviser to
		certain U.S. registered investment companies that are investment options under certain of the
		Company’s variable insurance products. For the year ended December 31, 2010, revenue under
		the IIM intercompany agreement was $32.0.
	¡	Services agreements with ING North America, dated September 1, 2000 and January 1, 2001,
		respectively, for administrative, management, financial, information technology, and finance and
		treasury services. For the years ended December 31, 2010, 2009, and 2008, expenses were
		incurred in the amounts of $91.6, $77.1, and $93.0, respectively. Effective October 1, 2010, the
		services agreement with ING North America dated January 1, 2001, was amended in order for the
		Company to provide ING North America with use of the corporate office

C-75

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

facility at 5780 Powers Ferry Road, N.W., Atlanta, GA (the “Atlanta Office”) in exchange for ING

North America’s payment of the Company’s direct and indirect costs for the Atlanta Office.


¡	Services agreement between the Company and its U.S. insurance company affiliates dated
	January 1, 2001, amended effective January 1, 2002 and December 31, 2007, for administrative,
	management, professional, advisory, consulting, and other services. For the years ended
	December 31, 2010, 2009, and 2008, expenses related to the agreements were incurred in the
	amount of $31.0, $26.3, and $21.6, respectively.
¡	Administrative Services Agreement between the Company, ReliaStar Life Insurance Company of
	New York (“RLNY”), an affiliate, and other U.S. insurance company affiliates dated March 1,
	2003, amended effective August 1, 2004, in which the Company and affiliates provide services to
	RLNY. For the years ended December 31, 2010, 2009, and 2008, revenue related to the agreement
	was $2.1, $3.1, and $6.5, respectively.
¡	ING Advisors Network, a group of broker-dealers formerly affiliated with the Company,
	distributes the Company’s annuity products. For the years ended December 31, 2010, 2009, and
	2008, ING Advisors Network sold new contracts of $117.5, $442.2, and $1,411.3, respectively.
	Certain of these affiliated broker-dealers were sold to Lightyear Capital LLC effective February 1,
	2010.
¡	Services agreement between the Company, Security Life of Denver Insurance Company (“SLD”),
	an affiliate, and IIM whereby IIM provides administrative, management, professional, advisory,
	consulting and other services to the Company and SLD with respect to its Financial Products unit.
	For the years ended December 31, 2010, 2009, and 2008, the Company incurred expenses of $4.8,
	$7.6, and $8.9, respectively.

Management and service contracts and all cost sharing arrangements with other affiliated companies are

allocated in accordance with the Company’s expense and cost allocation methods. Revenues and

expenses recorded as a result of transactions and agreements with affiliates may not be the same as those

incurred if the Company was not a wholly-owned subsidiary of its Parent.

Reinsurance Agreements

Reinsurance Ceded

Waiver of Premium – Coinsurance Funds Withheld

Effective October 1, 2010, the Company entered into a coinsurance funds withheld agreement with its

affiliate, Security Life of Denver International Limited (“SLDI”). Under the terms of the agreement, the

Company ceded to SLDI 100% of the group life waiver of premium liability (except for groups covered

under rate credit agreements) assumed from ReliaStar Life Insurance Company (“RLI”), an affiliate,

related to the

C-76

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Group Annual Term Coinsurance Funds Withheld agreement between the Company and RLI described

under “Reinsurance Assumed” below.

Upon inception of the agreement, the Company paid SLDI a premium of $245.6. At the same time, the

Company established a funds withheld liability for $188.5 to SLDI and SLDI purchased a $65.0 letter of

credit to support the ceded Statutory reserves of $245.6. In addition, the Company recognized a gain of

$17.9 based on the difference between the premium paid and the ceded US GAAP reserves of $227.7,

which offsets the $57.1 ceding allowance paid by SLDI. The ceding allowance will be amortized over

the life of the business.

As of December 31, 2010, the value of the funds withheld liability under this agreement was $191.3,

which is included in Other liabilities on the Balance Sheets.

Group Term Life – Monthly Renewable Term

Effective June 30, 2009, the Company entered into a monthly renewable term (“MRT”) reinsurance

agreement with Canada Life Assurance Company (“Canada Life”), an unaffiliated Canadian insurance

company. Under the terms of the agreement, the Company ceded 90% of its net retained in-force block

of group term life business and any new group term life business assumed from RLI, an affiliate, to

Canada Life. The coinsurance agreement is accounted for using the deposit method. Effective October 1,

2010, the treaty was amended to discontinue ceding the group life waiver of premium business.

Guaranteed Living Benefit – Coinsurance and Coinsurance Funds Withheld

Effective June 30, 2008, the Company entered into an automatic reinsurance agreement with its affiliate,

SLDI, covering 100% of the benefits guaranteed under specific variable annuity guaranteed living

benefit riders attached to certain variable annuity contracts issued by the Company on or after January 1,

2000.

Also effective June 30, 2008, the Company entered into a services agreement with SLDI, under which

the Company provides certain actuarial risk modeling consulting services to SLDI with respect to hedge

positions undertaken by SLDI in connection with the reinsurance agreement. For the years ended

December 31, 2010 and 2009, revenue related to the agreement was $11.9 and $10.5, respectively.

Effective July 1, 2009, the reinsurance agreement was amended to change the reinsurance basis from

coinsurance to a combined coinsurance and coinsurance funds withheld basis. On July 31, 2009, SLDI

transferred assets with a market value of $3.2 billion to the Company, and the Company deposited those

assets into a funds withheld trust account. As of December 31, 2010, assets totaling $3.3 billion remain

on deposit in the trust

C-77

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

account. The Company also established a corresponding funds withheld liability to SLDI, which is

included in Other liabilities on the Balance Sheets.

Also effective July 1, 2009, the Company and SLDI entered into an asset management services

agreement, under which SLDI serves as asset manager for the funds withheld account. SLDI has

retained its affiliate, ING Investment Management LLC, as subadviser for the funds withheld account.

At December 31, 2010 and 2009, the value of reserves ceded by the Company under this agreement was

$955.4 and $878.6, respectively. In addition, a cost of reinsurance in the amount of $355.9 and $372.8

at December 31, 2010 and 2009, respectively, is included in Other assets on the Balance Sheets and is

amortized over the reinsurance period.

Multi-year Guaranteed Fixed Annuity – Coinsurance

Effective May 1, 2005, the Company entered into a coinsurance agreement with its affiliate, Security

Life of Denver Insurance Company (“SLD”). Under the terms of the agreement, SLD assumed and

accepted the responsibility for paying, when due, 100% of the liabilities arising under the multi-year

guaranteed fixed annuity contracts issued by the Company between January 1, 2001 and December 31,

2003. In addition, the Company assigned to SLD all future premiums received by the Company

attributable to the ceded contracts.

Under the terms of the agreement, the Company ceded $2.5 billion in account balances and transferred a

ceding commission and $2.7 billion in assets to SLD.

The coinsurance agreement is accounted for using the deposit method. As such, $2.7 billion of Deposit

receivable from affiliate was established on the Balance Sheets. The receivable will be adjusted over the

life of the agreement based on cash settlements and the experience of the contracts, as well as for

amortization of the ceding commission. The Company incurred amortization expense of the negative

ceding commission of $21.4, $17.9, and $19.9 for the years ended December 31, 2010, 2009, and 2008,

respectively, which is recorded in Other expenses in the Statements of Operations.

Universal Life – Coinsurance

Effective January 1, 2000, the Company entered into a 100% coinsurance agreement with its affiliate,

SLD, covering certain universal life policies which had been issued and in force as of, as well as any

such policies issued after, the effective date of the agreement. As of December 31, 2010 and 2009, the

value of reserves ceded by the Company under this agreement was $18.1 and $17.8, respectively.

C-78

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Guaranteed Investment Contract - Coinsurance

Effective August 20, 1999, the Company entered into a Facultative Coinsurance Agreement with its

affiliate, SLD. Under the terms of the agreement, the Company facultatively cedes to SLD, from time to

time, certain GICs on a 100% coinsurance basis. The Company utilizes this reinsurance facility

primarily for diversification and asset-liability management purposes in connection with this business,

which is facilitated by the fact that SLD is also a major GIC issuer. Senior management of the Company

has established a current maximum of $4.0 billion for GIC reserves ceded under this agreement.

The value of GIC reserves ceded by the Company under this agreement was $40.0 and $47.5 at

December 31, 2010 and 2009, respectively.

Reinsurance Assumed

Level Premium Term Life Insurance - Stop-loss

Effective October 1, 2010, the Company entered into a stop-loss agreement with its affiliate, RLI under

which the Company agreed to indemnify and reinsure RLI for the aggregate mortality risk under certain

level premium term life insurance policies issued by RLI between January 1, 2009 and December 31,

2009 and certain level premium term life insurance policies assumed by RLI from ReliaStar Life

Insurance Company of New York under an Automatic Coinsurance Agreement effective March 1, 2008.

Under the terms of the agreement, the Company will make benefit payments to RLI equal to the amount

of claims in excess of the attachment point (equal to a percentage of net reinsurance premium) up to the

maximum fully covered benefit.

There was no initial consideration received by the Company from RLI under this agreement. The

Company receives monthly premiums, net of benefit payments, based on premium rates set forth in the

respective agreements. As such, there is no unearned reinsurance premium.

The stop-loss agreement is accounted for using the deposit method. A fee receivable from affiliate of

$0.5 is included in Future policy benefits and claims reserves on the Balance Sheets. The fee is accrued

for and subsequently settled in cash each quarterly accounting period.

Individual Life – Yearly Renewable Term

Effective December 1, 2008 and December 31, 2008, respectively, the Company entered into two yearly

renewable term reinsurance agreements with its affiliate, RLI, for an indefinite duration. Under the

terms of the agreements, the Company assumed 100% of

C-79

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

RLI’s mortality risk associated with the net amount at risk under specific life insurance policies,

including:


¡	Individual life policies issued by RLI and previously assumed by RLI from ReliaStar Life
	Insurance Company of New York (“RLNY”), with policy dates prior to January 1, 2000, including
	certain term life, universal life, variable universal life, and whole life, insurance policies.
¡	In force individual life policies issued by RLI, where premiums are paid on the insured’s behalf
	through payroll deduction and which were marketed by employee benefit brokers.

the Company received initial consideration of $3.9 from RLI. Thereafter, the Company receives

monthly premiums, net of benefit payments, based on premium rates set forth in the respective

agreements. As such, there is no unearned reinsurance premium.

As of December 31, 2010 and 2009, the value of the reserves assumed by the Company under these

agreements was $9.6 and $9.2, respectively.

Group Annual Term – Coinsurance Funds Withheld

Effective December 31, 2008, the Company entered into a coinsurance funds withheld agreement with

RLI for an indefinite duration. Under the terms of the agreement, the Company assumed 100% quota

share of RLI’s net retained liability under certain Employee Benefits Group Annual Term policies,

including disability waiver of premium.

The initial premium of $219.9 was equal to the aggregate reserve assumed by the Company. Thereafter,

premiums are equal to the total earned gross premiums collected by RLI from policyholders. RLI will

retain all reinsurance premiums payable to the Company as funds withheld, as security for ceded

liabilities and against which ceded losses will be offset. Monthly, the Company will receive or pay a net

settlement. This agreement was amended October 1, 2010 to better reflect the current investment

environment and to modify the treatment of claims under certain policies under which claims are not

paid in the form of a single lump sum; the underlying terms described above remained unchanged.

(Please see also description of Waiver of Premium - Coinsurance Funds Withheld Agreement between

the Company and SLDI under “Reinsurance Ceded” above).

As of December 31, 2010 and 2009, the value of the reserves assumed by the Company under this

agreement was $465.5 and $467.2, respectively. In addition, as of December 31, 2010, the Company

had an embedded derivative with a value of $8.5, which is recorded in Other liabilities on the Balance

Sheets

C-80

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Group Life – Funds Withheld

Effective December 31, 2008, the Company entered into a funds withheld agreement with RLI pursuant

to which the Company assumed 100% quota share of RLI’s net retained liability under assumed group

life reinsurance in-force. Effective January 1, 2010 and as a result of the sale of ING’s U.S. Group

Reinsurance business to Reinsurance Group of America, this agreement was terminated.

The initial premium of $60.0 for this agreement was equal to the net Statutory reserve assumed by the

Company. Thereafter, premiums were equal to the total earned reinsurance premiums collected by RLI,

less a ceding commission. RLI retained all reinsurance premiums payable to the Company as funds

withheld, as security for ceded liabilities and against which ceded losses were offset. Net settlements

were made on a monthly basis. In addition, the Company provided reserve credit (in the excess of the

funds withheld balance) to RLI through either a cash deposit or letter of credit. As of December 31,

2010 and 2009, the value of the reserves assumed by the Company under this agreement was $0 and

$58.2, respectively.

Reciprocal Loan Agreement

The Company maintains a reciprocal loan agreement with ING AIH, an affiliate, to facilitate the

handling of unanticipated short-term cash requirements that arise in the ordinary course of business.

Under this agreement, which became effective in January 2004 and expires on January 14, 2014, either

party can borrow from the other up to 3.0% of the Company’s statutory net admitted assets, excluding

Separate Accounts, as of the preceding December 31. Interest on any ING USA borrowing is charged at

the rate of ING AIH’s cost of funds for the interest period, plus 0.15%. Interest on any ING AIH

borrowing is charged at a rate based on the prevailing interest rate of U.S. commercial paper available

for purchase with a similar duration.

Under this agreement, the Company incurred interest expense of $0.0, $0.4, and $1.3, for the years

ended December 31, 2010, 2009, and 2008, respectively. The Company earned interest income of $1.2,

$1.7, and $2.8, for the years ended December 31, 2010, 2009, and 2008, respectively. Interest expense

and income are included in Interest expense and Net investment income, respectively, on the Statements

of Operations. At December 31, 2010 and 2009, the Company had an outstanding receivable of $593.6

and $545.5, respectively, with ING AIH under the reciprocal loan agreement.

Total Return Swap

During December 2010, the Company entered into a series of interest rate swaps with external

counterparties. The Company also entered into a short-term mirror total return swap (“TRS”) transaction

with ING Verzekeringen N.V. (“ING V”), its indirect parent

C-81

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

company. The outstanding market value of the TRS was $11.6 at December 31, 2010. The TRS

matured January 3, 2011.

Notes with Affiliates

The Company issued a 30-year surplus note in the principal amount of $35.0 on December 8, 1999, to

its affiliate, SLD, which matures on December 7, 2029. Interest is charged at an annual rate of 7.98%.

Payment of the note and related accrued interest is subordinate to payments due to contract owners and

claimant and beneficiary claims, as well as debts owed to all other classes of debtors, other than surplus

note holders. Any payment of principal and/or interest made is subject to the prior approval of the Iowa

Insurance Commissioner. Interest expense was $2.8 for each of the years ended December 31, 2010,

2009, and 2008, respectively.

On December 29, 2004, the Company issued surplus notes in the aggregate principal amount of $400.0

(the “Notes”), scheduled to mature on December 29, 2034, to its affiliates, ING Life Insurance and

Annuity Company, RLI, and SLDI, in an offering that was exempt from the registration requirements of

the Securities Act of 1933. The Notes bear interest at a rate of 6.26% per year. Any payment of

principal and/or interest is subject to the prior approval of the Iowa Insurance Commissioner. Interest is

scheduled to be paid semi-annually in arrears on June 29 and December 29 of each year, commencing

on June 29, 2005. Interest expense was $25.4 for each of the years ended December 31, 2010, 2009, and

2008, respectively.

Funding Agreement

On August 10, 2007, the Company issued an extendable funding agreement to its parent, Lion, upon

receipt of a single deposit in the amount of $500.0. To fund the purchase of the funding agreement,

Lion issued a promissory note to its indirect parent company, ING Verzekeringen N.V. (“ING V”),

which has been guaranteed by Lion’s immediate parent, ING AIH.

Under the terms of the funding agreement, the Company will pay Lion interest quarterly at the credited

interest rate until maturity, and on the maturity date, the Company will pay Lion the single deposit and

any accrued and unpaid interest. The credited interest rate shall be the three-month LIBOR, plus 0.05%,

and shall be reset quarterly. The maturity date of the funding agreement shall be August 10, 2011, or

such later date to which the maturity date may be extended; provided, however, that the maturity date

may not be extended beyond August 10, 2012.

C-82

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Proprietary Alpha Fund

The ING Proprietary Alpha Fund, LLC (“PAF”) is a multi-strategy investment fund established in 2007

as a U.S. domiciled limited liability company managed by ING Alternative Asset Management LLC

(“IAAM”), an affiliate. The investment strategies within PAF include both long and short exposures to

various investments and utilize various fixed income, equity, and derivative financial instruments. In

September 2007, ING USA invested $125.0 into PAF. The value of the Company’s investment in PAF

was $13.4 and $13.7 at December 31, 2010 and 2009, respectively.

Derivatives

As of December 31, 2010 and 2009, the Company had options with a notional amount of $382.6 and

$260.0, respectively, and market value of $14.0 and $12.1, respectively, with ING Bank, an affiliate.

Each of these contracts was entered into as a result of a competitive bid, which included unaffiliated

counterparties.


11.	Financing Agreements

	The Company maintains a $50.0 uncommitted, perpetual revolving note facility with the Bank of New
	York (“BONY”). Interest on any of the Company borrowing accrues at an annual rate equal to a rate
	quoted by BONY to the Company for the borrowing. Under this agreement, the Company did not incur
	any interest expense for the years ended December 31, 2010, 2009, and 2008. At December 31, 2010
	and 2009, the Company had no amounts outstanding under the revolving note facility.

	Also see Financing Agreements in the Related Party Transactions footnote.

12.	Reinsurance

At December 31, 2010, the Company had reinsurance treaties with 15 unaffiliated reinsurers covering a

portion of the mortality risks and guaranteed death and living benefits under its annuity contracts. The

Company, as cedant, also has reinsurance treaties with two affiliates, SLD and SLDI, related to GICs,

fixed annuities, variable annuities, and universal life insurance policies. In addition, the Company

assumed reinsurance risk under reinsurance treaties with its affiliate, RLI, related to certain life

insurance policies and employee benefit group annual term policies. The Company remains liable to the

extent its reinsurers do not meet their obligations under the reinsurance agreements.

C-83

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Reinsurance ceded in force for life mortality risks was $170.4 billion and $186.4 billion at December 31,

2010 and 2009, respectively.


	2010	2009
Claims recoverable from reinsurers	$ 14.4	$ 9.3
Amounts due to reinsurers	(26.2)	(26.1)
Reinsurance reserves ceded	1,368.7	1,068.9
Deposits	1,600.4	1,752.0
Reinsurance receivable	508.6	532.2
Other	15.5	13.7
Total	$ 3,481.4	$ 3,350.0

Premiums and Interest credited and other benefits to contract owners were reduced by the following

amounts for reinsurance ceded for the years ended December 31, 2010, 2009, and 2008.


	2010	2009	2008
Deposits ceded (assumed) under reinsurance	$ 829.1	$ (2,034.2)	$ 1,632.0
Premiums ceded under reinsurance	260.0	94.4	2.1
Reinsurance recoveries	7.0	9.1	1,212.6


	Also see Reinsurance Agreements in the Related Party Transactions footnote.

13.	Commitments and Contingent Liabilities

	*Leases*

	The Company leases its office space and certain equipment under operating leases, the longest term of
	which expires in 2017.

	For the years ended December 31, 2010, 2009, and 2008, rent expense for leases was $8.4, $9.2, and
	$9.8, respectively. The future net minimum payments under noncancelable leases for the years ended
	December 31, 2010 through 2014 are estimated to be $5.8, $6.7, $7.3, $7,4, and $7.1, respectively, and
	$8.4, thereafter. The Company pays substantially all expenses associated with its leased and subleased
	office properties. Expenses not paid directly by the Company are paid for by an affiliate and allocated
	back to the Company.

	*Commitments*

	Through the normal course of investment operations, the Company commits to either purchase or sell
	securities, commercial mortgage loans, or money market instruments, at a specified future date and at a
	specified price or yield. The inability of counterparties to

C-84

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

honor these commitments may result in either a higher or lower replacement cost. Also, there is likely

to be a change in the value of the securities underlying the commitments.

As of December 31, 2010, the Company had off-balance sheet commitments to purchase investments

equal to their fair value of $529.2, of which $153.0 was with related parties. At December 31, 2009, the

Company had off-balance sheet commitments to purchase investments equal to their fair value of

$354.6, of which $193.0 was with related parties. During 2010 and 2009, $41.0 and $19.5, respectively,

was funded to related parties under these commitments.

Collateral

Under the terms of the Company’s Over-The-Counter Derivative ISDA Agreements (“ISDA

Agreements”), the Company may receive from, or deliver to, counterparties, collateral to assure that all

terms of the ISDA Agreements will be met with regard to the CSA. The terms of the CSA call for the

Company to pay interest on any cash received equal to the Federal Funds rate. As of December 31,

2010 and 2009, the Company held $57.9 and $32.1, respectively, of cash collateral, related to derivative

contracts, which was included in Payables under securities loan agreement, including collateral held, on

the Balance Sheets. In addition, as of December 31, 2010 and 2009, the Company delivered collateral

of $749.7 and $574.6, respectively, in fixed maturities pledged under derivatives contracts, which was

included in Securities pledged on the Balance Sheets.

Litigation

The Company is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct

of business. Due to the climate in insurance and business litigation/arbitrations, suits against the

Company sometimes include claims for substantial compensatory, consequential, or punitive damages,

and other types of relief. Moreover, certain claims are asserted as class actions, purporting to represent a

group of similarly situated individuals. While it is not possible to forecast the outcome of such

lawsuits/arbitrations, in light of existing insurance, reinsurance, and established reserves, it is the

opinion of management that the disposition of such lawsuits/arbitrations will not have a materially

adverse effect on the Company’s operations or financial position.

Regulatory Matters

As with many financial services companies, the Company and its affiliates periodically receive informal

and formal requests for information from various state and federal governmental agencies and self-

regulatory organizations in connection with inquiries and investigations of the products and practices of

the Company or the financial services industry. Some of these investigations and inquiries could result

in regulatory action against the Company. The potential outcome of such action is difficult to predict

but could subject the Company or its affiliates to adverse consequences, including, but not

C-85


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Financial Statements
(Dollar amounts in millions, unless otherwise stated)

	limited to, settlement payments, penalties, fines, and other financial liability. It is not currently
	anticipated that the outcome of any such action will have a material adverse effect on ING or ING’s
	U.S.-based operations, including the Company. It is the practice of the Company and its affiliates to
	cooperate fully in these matters.

14.	Accumulated Other Comprehensive Income (Loss)

	Shareholder’s equity included the following components of Accumulated other comprehensive loss as of
	December 31, 2010, 2009, and 2008.


	2010	2009	2008
Net unrealized capital (losses) gains:
Fixed maturities	681.2	$ (554.7)	$ (3,234.0)
Derivatives	0.3	-	-
Equity securities, available-for-sale	8.1	3.5	(3.7)
DAC/VOBA adjustment on available-for-sale securities	(458.3)	(64.3)	1,139.7
Sales inducements adjustment on available-for-sale securities	(80.5)	(0.1)	102.2
Other investments	(35.7)	(25.0)	(6.2)
Unrealized capital losses, before tax	115.1	(640.6)	(2,002.0)
Deferred income tax asset	19.8	111.3	670.9
Net unrealized capital (losses) gains	134.9	(529.3)	(1,331.1)
Pension liability, net of tax	(2.6)	(3.2)	(2.6)
Accumulated other comprehensive loss	$ 132.3	$ (532.5)	$ (1,333.7)

Changes in Accumulated other comprehensive income (loss), net of DAC, VOBA, and tax (excluding
the tax valuation allowance), related to changes in unrealized capital gains (losses) on securities,
including securities pledged, were as follows for the years ended December 31, 2010, 2009, and 2008.


	2010	2009	2008
Fixed maturities	$ 1,236.2	$ 2,679.3	$ (3,111.7)
Equity securities, available-for-sale	4.6	7.2	1.8
DAC/VOBA adjustment on available-for-sale securities	(394.0)	(1,204.0)	1,176.6
Sales inducements adjustment on available-for-sale securities	(80.4)	(102.3)	101.7
Other investments	(10.7)	0.9	0.2
Unrealized capital gains (losses), before tax	755.7	1,381.1	(1,831.4)
Deferred income tax (liability) asset	(264.5)	(483.4)	641.0
Net change in unrealized capital gains (losses)	$ 491.2	$ 897.7	$ (1,190.4)

C-86

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Changes in unrealized capital gains on securities, including securities pledged and noncredit

impairments, as recognized in Accumulated other comprehensive income (loss), reported net of DAC,

VOBA, and income taxes, were as follows for the years ended December 31, 2010, 2009, and 2008.


	2010	2009	2008
Net unrealized capital holding (losses) gains arising during the
year ⁽¹⁾	$ 500.6	$ 717.7	$ (1,877.2)
Less: reclassification adjustment for (losses) gains and other items
included in Net (loss) income ⁽²⁾	9.4	(180.0)	(686.8)
Net change in unrealized capital (losses) gains on securities	$ 491.2	$ 897.7	$ (1,190.4)

⁽¹⁾Pretax unrealized capital holding gains (losses) arising during the year were $770.2, $1,104.1, and $(2,888.0), for the years ended December 31, 2010,
2009, and 2008, respectively.
⁽²⁾Pretax reclassification adjustments for gains (losses) and other items included in Net (loss) income were $14.5, $(277.0), and $(1,056.6), for the years
ended December 31, 2010, 2009, and 2008, respectively.

The reclassification adjustments for gains (losses) and other items included in Net income (loss) in the
above table are determined by specific identification of each security sold during the period.

C-87

Report of Independent Registered Public Accounting Firm

The Board of Directors and Participants
ING USA Annuity and Life Insurance Company

We have audited the accompanying statements of assets and liabilities of the investment divisions (the
“Divisions”) constituting ING USA Annuity and Life Insurance Company Separate Account B (the
“Account”) as of December 31, 2010, and the related statements of operations and changes in net assets
for the periods disclosed in the financial statements. These financial statements are the responsibility of
the Account’s management. Our responsibility is to express an opinion on these financial statements
based on our audits. The Account is comprised of the following Divisions:


BlackRock Variable Series Funds, Inc.:	ING Investors Trust (continued):
BlackRock Global Allocation V.I. Fund - Class III	ING Franklin Templeton Founding Strategy Portfolio - Service
Columbia Funds Variable Insurance Trust:	Class
Columbia Asset Allocation Fund, Variable Series - Class A	ING Global Resources Portfolio - Service Class
Columbia Federal Securities Fund, Variable Series - Class A	ING Global Resources Portfolio - Service 2 Class
Columbia Large Cap Growth Fund, Variable Series - Class A	ING Janus Contrarian Portfolio - Service Class
Columbia Small Cap Value Fund, Variable Series - Class B	ING Janus Contrarian Portfolio - Service 2 Class
Columbia Small Company Growth Fund, Variable Series -	ING JPMorgan Emerging Markets Equity Portfolio - Service
Class A	Class
Fidelity® Variable Insurance Products:	ING JPMorgan Emerging Markets Equity Portfolio - Service 2
Fidelity® VIP Equity-Income Portfolio - Service Class 2	Class
Fidelity® Variable Insurance Products II:	ING JPMorgan Small Cap Core Equity Portfolio - Service Class
Fidelity® VIP Contrafund® Portfolio - Service Class 2	ING JPMorgan Small Cap Core Equity Portfolio - Service 2
Franklin Templeton Variable Insurance Products Trust:	Class
Franklin Small Cap Value Securities Fund - Class 2	ING Large Cap Growth Portfolio - Service Class
ING Balanced Portfolio, Inc.:	ING Large Cap Growth Portfolio - Service 2 Class
ING Balanced Portfolio - Class S	ING Limited Maturity Bond Portfolio - Service Class
ING Intermediate Bond Portfolio:	ING Liquid Assets Portfolio - Service Class
ING Intermediate Bond Portfolio - Class S	ING Liquid Assets Portfolio - Service 2 Class
ING Investors Trust:	ING Lord Abbett Growth and Income Portfolio - Service Class
ING American Funds Asset Allocation Portfolio	ING Lord Abbett Growth and Income Portfolio - Service 2 Class
ING American Funds Bond Portfolio	ING Marsico Growth Portfolio - Service Class
ING American Funds Growth Portfolio	ING Marsico Growth Portfolio - Service 2 Class
ING American Funds Growth-Income Portfolio	ING Marsico International Opportunities Portfolio - Service
ING American Funds International Portfolio	Class
ING American Funds World Allocation Portfolio - Service Class	ING MFS Total Return Portfolio - Service Class
ING Artio Foreign Portfolio - Service Class	ING MFS Total Return Portfolio - Service 2 Class
ING Artio Foreign Portfolio - Service 2 Class	ING MFS Utilities Portfolio - Service Class
ING BlackRock Inflation Protected Bond Portfolio - Service	ING Morgan Stanley Global Franchise Portfolio - Service Class
Class	ING Morgan Stanley Global Franchise Portfolio - Service 2 Class
ING BlackRock Large Cap Growth Portfolio - Institutional Class	ING Morgan Stanley Global Tactical Asset Allocation Portfolio -
ING BlackRock Large Cap Growth Portfolio - Service Class	Service Class
ING BlackRock Large Cap Value Portfolio - Service Class	ING Oppenheimer Active Allocation Portfolio - Service Class
ING BlackRock Large Cap Value Portfolio - Service 2 Class	ING PIMCO High Yield Portfolio - Service Class
ING Clarion Global Real Estate Portfolio - Service Class	ING PIMCO Total Return Bond Portfolio - Service Class
ING Clarion Global Real Estate Portfolio - Service 2 Class	ING PIMCO Total Return Bond Portfolio - Service 2 Class
ING Clarion Real Estate Portfolio - Service Class	ING Pioneer Fund Portfolio - Service Class
ING Clarion Real Estate Portfolio - Service 2 Class	ING Pioneer Mid Cap Value Portfolio - Service Class
ING DFA World Equity Portfolio - Service Class	ING Retirement Conservative Portfolio - Adviser Class
ING FMR^SMDiversified Mid Cap Portfolio - Service Class	ING Retirement Growth Portfolio - Adviser Class
ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class	ING Retirement Moderate Growth Portfolio - Adviser Class
ING Franklin Income Portfolio - Service Class	ING Retirement Moderate Portfolio - Adviser Class
ING Franklin Income Portfolio - Service 2 Class	ING T. Rowe Price Capital Appreciation Portfolio - Service Class
ING Franklin Mutual Shares Portfolio - Service Class


ING Investors Trust (continued):	ING Variable Insurance Trust (continued):
ING T. Rowe Price Capital Appreciation Portfolio - Service 2	ING GET U.S. Core Portfolio - Series 13
Class	ING GET U.S. Core Portfolio - Series 14
ING T. Rowe Price Equity Income Portfolio - Service Class	ING Variable Portfolios, Inc.:
ING T. Rowe Price Equity Income Portfolio - Service 2 Class	ING BlackRock Science and Technology Opportunities
ING Templeton Global Growth Portfolio - Service Class	Portfolio - Class S
ING Templeton Global Growth Portfolio - Service 2 Class	ING Euro STOXX 50 Index Portfolio - Class A
ING Van Kampen Growth and Income Portfolio - Service Class	ING FTSE 100 Index Portfolio - Class A
ING Van Kampen Growth and Income Portfolio - Service 2 Class	ING Hang Seng Index Portfolio - Class S
ING Wells Fargo HealthCare Portfolio - Service Class	ING Index Plus LargeCap Portfolio - Class S
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	ING Index Plus MidCap Portfolio - Class S
ING Wells Fargo Small Cap Disciplined Portfolio - Service 2	ING Index Plus SmallCap Portfolio - Class S
Class	ING International Index Portfolio - Class S
ING Mutual Funds:	ING Japan TOPIX Index® Portfolio - Class A
ING Diversified International Fund - Class R	ING Opportunistic Large Cap Portfolio - Class S
ING Partners, Inc.:	ING Russell™ Global Large Cap Index 75% Portfolio - Class S
ING American Century Small-Mid Cap Value Portfolio - Service	ING Russell™ Large Cap Growth Index Portfolio - Class S
Class	ING Russell™ Large Cap Index Portfolio - Class S
ING Baron Small Cap Growth Portfolio - Service Class	ING Russell™ Large Cap Value Index Portfolio - Class S
ING Columbia Small Cap Value Portfolio - Service Class	ING Russell™ Mid Cap Growth Index Portfolio - Class S
ING Davis New York Venture Portfolio - Service Class	ING Russell™ Mid Cap Index Portfolio - Class S
ING JPMorgan Mid Cap Value Portfolio - Service Class	ING Russell™ Small Cap Index Portfolio - Class S
ING Legg Mason ClearBridge Aggressive Growth Portfolio -	ING Small Company Portfolio - Class S
Service Class	ING U.S. Bond Index Portfolio - Class S
ING Oppenheimer Global Portfolio - Initial Class	ING WisdomTree^SMGlobal High-Yielding Equity Index
ING Oppenheimer Global Portfolio - Service Class	Portfolio - Class S
ING Oppenheimer Global Strategic Income Portfolio - Service	ING Variable Products Trust:
Class	ING International Value Portfolio - Class S
ING PIMCO Total Return Portfolio - Service Class	ING MidCap Opportunities Portfolio - Class S
ING Solution 2015 Portfolio - Service Class	ING SmallCap Opportunities Portfolio - Class S
ING Solution 2025 Portfolio - Service Class	Invesco Variable Insurance Funds:
ING Solution 2035 Portfolio - Service Class	Invesco V.I. Leisure Fund - Series I Shares
ING Solution 2045 Portfolio - Service Class	Legg Mason Partners Variable Equity Trust:
ING Solution Income Portfolio - Service Class	Legg Mason ClearBridge Variable Large Cap Value Portfolio -
ING T. Rowe Price Diversified Mid Cap Growth Portfolio -	Class I
Service Class	Legg Mason Global Currents Variable International All Cap
ING T. Rowe Price Growth Equity Portfolio - Service Class	Opportunity Portfolio
ING Templeton Foreign Equity Portfolio - Service Class	Legg Mason Partners Variable Income Trust:
ING Thornburg Value Portfolio - Initial Class	Legg Mason Western Asset Variable High Income Portfolio
ING Thornburg Value Portfolio - Service Class	Legg Mason Western Asset Variable Money Market Portfolio
ING UBS U.S. Large Cap Equity Portfolio - Service Class	Oppenheimer Variable Account Funds:
ING Van Kampen Comstock Portfolio - Service Class	Oppenheimer Main Street Small Cap Fund®/VA - Service Class
ING Van Kampen Equity and Income Portfolio - Initial Class	PIMCO Variable Insurance Trust:
ING Van Kampen Equity and Income Portfolio - Service Class	PIMCO Real Return Portfolio - Administrative Class
ING Strategic Allocation Portfolios, Inc.:	Pioneer Variable Contracts Trust:
ING Strategic Allocation Conservative Portfolio - Class S	Pioneer Equity Income VCT Portfolio - Class II
ING Strategic Allocation Growth Portfolio - Class S	ProFunds:
ING Strategic Allocation Moderate Portfolio - Class S	ProFund VP Bull
ING Variable Funds:	ProFund VP Europe 30
ING Growth and Income Portfolio - Class I	ProFund VP Rising Rates Opportunity
ING Growth and Income Portfolio - Class S	Wells Fargo Funds Trust:
ING Variable Insurance Trust:	Wells Fargo Advantage VT Omega Growth Fund - Class 2
ING GET U.S. Core Portfolio - Series 5	Wells Fargo Variable Trust:
ING GET U.S. Core Portfolio - Series 6	Wells Fargo Advantage VT C&B Large Cap Value Fund
ING GET U.S. Core Portfolio - Series 7	Wells Fargo Advantage VT Index Asset Allocation Fund - Class 2
ING GET U.S. Core Portfolio - Series 8	Wells Fargo Advantage VT Intrinsic Value Fund - Class 2
ING GET U.S. Core Portfolio - Series 9	Wells Fargo Advantage VT Large Company Growth Fund
ING GET U.S. Core Portfolio - Series 10	Wells Fargo Advantage VT Money Market Fund
ING GET U.S. Core Portfolio - Series 11	Wells Fargo Advantage VT Small Cap Growth Fund - Class 2
ING GET U.S. Core Portfolio - Series 12	Wells Fargo Advantage VT Total Return Bond Fund

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight

Board (United States) . Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of material misstatement. We were not engaged

to perform an audit of the Account's internal control over financial reporting. Our audits included

consideration of internal control over financial reporting as a basis for designing audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of

the Account's internal control over financial reporting. Accordingly, we express no such opinion. An

audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the

financial statements, assessing the accounting principles used and significant estimates made by

management, and evaluating the overall financial statement presentation. Our procedures included

confirmation of securities owned as of December 31, 2010, by correspondence with the transfer agents or custodian.

We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the

financial position of each of the respective Divisions constituting ING USA Annuity and Life Insurance

Company Separate Account B at December 31, 2010, the results of their operations and changes in their

net assets for the periods disclosed in the financial statements, in conformity with U. S. generally accepted

accounting principles.


	/s/ Ernst & Young, LLP
Atlanta, Georgia
April 6, 2011

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


						Columbia
		BlackRock		Columbia Asset		Federal		Columbia Large Columbia Small
		Global		Allocation		Securities Fund,		Cap Growth		Cap Value
		Allocation V.I.		Fund, Variable		Variable		Fund, Variable	Fund, Variable
		Fund - Class III		Series - Class A		Series - Class A		Series - Class A	Series - Class B
Assets
Investments in mutual funds
at fair value	$	1,153,125	$	303	$	19	$	361	$	162,207
Total assets		1,153,125		303		19		361		162,207

Liabilities
Payable to related parties		83		-		-		-		29
Total liabilities		83		-		-		-		29
Net assets	$	1,153,042	$	303	$	19	$	361	$	162,178

Net assets
Accumulation units	$	1,153,042	$	303	$	19	$	361	$	162,178
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	1,153,042	$	303	$	19	$	361	$	162,178

Total number of mutual fund shares		79,580,751		24,815		1,874		12,387		9,274,291

Cost of mutual fund shares	$	973,546	$	343	$	19	$	298	$	160,538

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		Columbia Small
		Company		Fidelity® VIP		Fidelity® VIP			Franklin Small
		Growth Fund,		Equity-Income		Contrafund®			Cap Value		ING Balanced
		Variable		Portfolio -		Portfolio -			Securities		Portfolio -
		Series - Class A		Service Class 2		Service Class 2		Fund	- Class 2		Class S
Assets
Investments in mutual funds
at fair value	$	18	$	181,410	$	795,343	$		14,385	$	6,681
Total assets		18		181,410		795,343			14,385		6,681

Liabilities
Payable to related parties		-		25		81			1		-
Total liabilities		-		25		81			1		-
Net assets	$	18	$	181,385	$	795,262	$		14,384	$	6,681

Net assets
Accumulation units	$	18	$	181,385	$	795,262	$		14,384	$	6,681
Contracts in payout (annuitization)		-		-		-			-		-
Total net assets	$	18	$	181,385	$	795,262	$		14,384	$	6,681

Total number of mutual fund shares		1,493		9,675,196		33,858,794			885,221		581,492

Cost of mutual fund shares	$	18	$	233,311	$	876,012	$		12,433	$	7,296

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING		ING American						ING American
		Intermediate		Funds Asset		ING American		ING American		Funds Growth-
		Bond Portfolio -		Allocation		Funds Bond		Funds Growth		Income
		Class S		Portfolio		Portfolio		Portfolio		Portfolio
Assets
Investments in mutual funds
at fair value	$	1,253,367	$	352,145	$	500,315	$	2,301,771	$	1,382,584
Total assets		1,253,367		352,145		500,315		2,301,771		1,382,584

Liabilities
Payable to related parties		141		29		44		255		156
Total liabilities		141		29		44		255		156
Net assets	$	1,253,226	$	352,116	$	500,271	$	2,301,516	$	1,382,428

Net assets
Accumulation units	$	1,253,226	$	352,116	$	500,271	$	2,301,516	$	1,382,428
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	1,253,226	$	352,116	$	500,271	$	2,301,516	$	1,382,428

Total number of mutual fund shares		104,360,244		36,416,261		49,438,278		45,498,545		41,136,102

Cost of mutual fund shares	$	1,295,000	$	286,032	$	467,573	$	2,337,953	$	1,489,890

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


				ING American						ING BlackRock
		ING American		Funds World		ING Artio		ING Artio		Inflation
		Funds		Allocation		Foreign		Foreign		Protected Bond
		International		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Portfolio		Service Class		Service Class		Service 2 Class		Service Class
Assets
Investments in mutual funds
at fair value	$	1,355,811	$	180,536	$	543,096	$	45,330	$	255,112
Total assets		1,355,811		180,536		543,096		45,330		255,112

Liabilities
Payable to related parties		144		21		73		5		21
Total liabilities		144		21		73		5		21
Net assets	$	1,355,667	$	180,515	$	543,023	$	45,325	$	255,091

Net assets
Accumulation units	$	1,355,667	$	180,515	$	543,023	$	45,325	$	255,091
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	1,355,667	$	180,515	$	543,023	$	45,325	$	255,091

Total number of mutual fund shares		80,992,317		15,496,620		47,021,327		3,945,195		24,553,624

Cost of mutual fund shares	$	1,517,109	$	157,967	$	682,741	$	53,210	$	253,882

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING BlackRock
		Large Cap		ING BlackRock		ING BlackRock		ING BlackRock		ING Clarion
		Growth		Large Cap		Large Cap		Large Cap		Global Real
		Portfolio -		Growth		Value		Value		Estate
		Institutional		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Class		Service Class		Service Class		Service 2 Class		Service Class
Assets
Investments in mutual funds
at fair value	$	153	$	132,010	$	24,385	$	2,089	$	148,715
Total assets		153		132,010		24,385		2,089		148,715

Liabilities
Payable to related parties		-		19		4		-		16
Total liabilities		-		19		4		-		16
Net assets	$	153	$	131,991	$	24,381	$	2,089	$	148,699

Net assets
Accumulation units	$	153	$	131,991	$	24,381	$	2,089	$	148,699
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	153	$	131,991	$	24,381	$	2,089	$	148,699

Total number of mutual fund shares		15,572		13,525,575		2,311,335		198,929		15,331,406

Cost of mutual fund shares	$	187	$	116,946	$	30,329	$	2,545	$	152,661

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING Clarion
		Global Real		ING Clarion		ING Clarion		ING DFA		ING FMR^SM
		Estate		Real Estate		Real Estate		World Equity		Diversified Mid
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Cap Portfolio -
		Service 2 Class		Service Class		Service 2 Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	2,264	$	322,362	$	21,034	$	222,476	$	879,263
Total assets		2,264		322,362		21,034		222,476		879,263

Liabilities
Payable to related parties		-		62		3		22		143
Total liabilities		-		62		3		22		143
Net assets	$	2,264	$	322,300	$	21,031	$	222,454	$	879,120

Net assets
Accumulation units	$	2,264	$	322,288	$	21,031	$	222,454	$	879,116
Contracts in payout (annuitization)		-		12		-		-		4
Total net assets	$	2,264	$	322,300	$	21,031	$	222,454	$	879,120

Total number of mutual fund shares		232,490		14,706,317		963,989		25,809,294		57,884,314

Cost of mutual fund shares	$	2,480	$	382,447	$	24,482	$	206,872	$	792,826

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


										ING Franklin
										Templeton
		ING FMR^SM		ING Franklin		ING Franklin		ING Franklin		Founding
		Diversified Mid		Income		Income		Mutual Shares		Strategy
		Cap Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Service 2 Class		Service Class		Service 2 Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	37,340	$	448,985	$	8,984	$	200,697	$	857,101
Total assets		37,340		448,985		8,984		200,697		857,101

Liabilities
Payable to related parties		5		47		1		19		86
Total liabilities		5		47		1		19		86
Net assets	$	37,335	$	448,938	$	8,983	$	200,678	$	857,015

Net assets
Accumulation units	$	37,335	$	448,938	$	8,983	$	200,678	$	857,015
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	37,335	$	448,938	$	8,983	$	200,678	$	857,015

Total number of mutual fund shares		2,467,925		44,764,158		897,487		24,962,308		102,401,596

Cost of mutual fund shares	$	32,990	$	436,531	$	8,189	$	204,640	$	886,116

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


										ING JPMorgan
		ING Global		ING Global		ING Janus		ING Janus		Emerging
		Resources		Resources		Contrarian		Contrarian		Markets Equity
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Service Class		Service 2 Class		Service Class		Service 2 Class		Service Class
Assets
Investments in mutual funds
at fair value	$	653,620	$	30,537	$	439,367	$	22,489	$	657,873
Total assets		653,620		30,537		439,367		22,489		657,873

Liabilities
Payable to related parties		89		4		68		3		85
Total liabilities		89		4		68		3		85
Net assets	$	653,531	$	30,533	$	439,299	$	22,486	$	657,788

Net assets
Accumulation units	$	653,510	$	30,533	$	439,299	$	22,486	$	657,784
Contracts in payout (annuitization)		21		-		-		-		4
Total net assets	$	653,531	$	30,533	$	439,299	$	22,486	$	657,788

Total number of mutual fund shares		30,400,932		1,430,310		36,401,562		1,878,801		28,790,956

Cost of mutual fund shares	$	661,952	$	31,308	$	535,949	$	29,041	$	577,962

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING JPMorgan		ING JPMorgan		ING JPMorgan
		Emerging		Small Cap Core		Small Cap Core		ING Large Cap		ING Large Cap
		Markets Equity		Equity		Equity		Growth		Growth
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Service 2 Class		Service Class		Service 2 Class		Service Class		Service 2 Class
Assets
Investments in mutual funds
at fair value	$	35,490	$	257,440	$	38,543	$	121,927	$	886
Total assets		35,490		257,440		38,543		121,927		886

Liabilities
Payable to related parties		4		29		5		11		-
Total liabilities		4		29		5		11		-
Net assets	$	35,486	$	257,411	$	38,538	$	121,916	$	886

Net assets
Accumulation units	$	35,486	$	257,411	$	38,538	$	121,916	$	886
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	35,486	$	257,411	$	38,538	$	121,916	$	886

Total number of mutual fund shares		1,564,835		19,592,102		2,958,023		9,279,069		67,493

Cost of mutual fund shares	$	27,379	$	238,778	$	37,148	$	101,551	$	741

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


								ING Lord		ING Lord
		ING Limited		ING Liquid		ING Liquid		Abbett Growth		Abbett Growth
		Maturity Bond		Assets		Assets		and Income		and Income
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Service Class		Service Class		Service 2 Class		Service Class		Service 2 Class
Assets
Investments in mutual funds
at fair value	$	94,849	$	1,063,760	$	23,030	$	56,454	$	2,133
Total assets		94,849		1,063,760		23,030		56,454		2,133

Liabilities
Payable to related parties		20		166		3		11		-
Total liabilities		20		166		3		11		-
Net assets	$	94,829	$	1,063,594	$	23,027	$	56,443	$	2,133

Net assets
Accumulation units	$	94,814	$	1,063,585	$	23,027	$	56,443	$	2,133
Contracts in payout (annuitization)		15		9		-		-		-
Total net assets	$	94,829	$	1,063,594	$	23,027	$	56,443	$	2,133

Total number of mutual fund shares		9,164,140		1,063,760,368		23,029,973		6,251,801		237,246

Cost of mutual fund shares	$	100,005	$	1,063,760	$	23,030	$	66,589	$	2,580

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


						ING Marsico
		ING Marsico		ING Marsico		International		ING MFS Total		ING MFS Total
		Growth		Growth		Opportunities		Return		Return
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Service Class		Service 2 Class		Service Class		Service Class		Service 2 Class
Assets
Investments in mutual funds
at fair value	$	503,070	$	18,771	$	166,078	$	742,992	$	34,515
Total assets		503,070		18,771		166,078		742,992		34,515

Liabilities
Payable to related parties		108		2		21		129		4
Total liabilities		108		2		21		129		4
Net assets	$	502,962	$	18,769	$	166,057	$	742,863	$	34,511

Net assets
Accumulation units	$	502,962	$	18,769	$	166,057	$	742,863	$	34,511
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	502,962	$	18,769	$	166,057	$	742,863	$	34,511

Total number of mutual fund shares		29,384,907		1,104,204		14,243,370		49,598,958		2,324,276

Cost of mutual fund shares	$	389,941	$	16,210	$	200,131	$	804,937	$	39,109

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


								ING Morgan		ING
				ING Morgan		ING Morgan		Stanley Global		Oppenheimer
		ING MFS		Stanley Global		Stanley Global		Tactical Asset		Active
		Utilities		Franchise		Franchise		Allocation		Allocation
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Service Class		Service Class		Service 2 Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	431,655	$	326,187	$	62,772	$	67,112	$	60,028
Total assets		431,655		326,187		62,772		67,112		60,028

Liabilities
Payable to related parties		63		40		8		8		5
Total liabilities		63		40		8		8		5
Net assets	$	431,592	$	326,147	$	62,764	$	67,104	$	60,023

Net assets
Accumulation units	$	431,592	$	326,147	$	62,764	$	67,104	$	60,023
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	431,592	$	326,147	$	62,764	$	67,104	$	60,023

Total number of mutual fund shares		32,455,279		22,906,393		4,433,055		6,799,615		5,610,130

Cost of mutual fund shares	$	485,210	$	316,302	$	57,856	$	64,458	$	53,750

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING PIMCO		ING PIMCO		ING PIMCO				ING Pioneer
		High Yield		Total Return		Total Return		ING Pioneer		Mid Cap Value
		Portfolio -		Bond Portfolio -		Bond Portfolio -		Fund Portfolio -		Portfolio -
		Service Class		Service Class		Service 2 Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	520,056	$	2,995,520	$	73,261	$	57,946	$	572,543
Total assets		520,056		2,995,520		73,261		57,946		572,543

Liabilities
Payable to related parties		70		290		7		8		94
Total liabilities		70		290		7		8		94
Net assets	$	519,986	$	2,995,230	$	73,254	$	57,938	$	572,449

Net assets
Accumulation units	$	519,986	$	2,995,230	$	73,254	$	57,938	$	572,420
Contracts in payout (annuitization)		-		-		-		-		29
Total net assets	$	519,986	$	2,995,230	$	73,254	$	57,938	$	572,449

Total number of mutual fund shares		50,886,081		245,534,387		6,034,707		5,187,683		52,191,734

Cost of mutual fund shares	$	499,057	$	2,888,484	$	69,162	$	58,673	$	563,481

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


						ING Retirement				ING T. Rowe
		ING Retirement		ING Retirement		Moderate		ING Retirement		Price Capital
		Conservative		Growth		Growth		Moderate		Appreciation
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Adviser Class		Adviser Class		Adviser Class		Adviser Class		Service Class
Assets
Investments in mutual funds
at fair value	$	470,850	$	4,612,438	$	3,185,895	$	1,823,236	$	2,636,747
Total assets		470,850		4,612,438		3,185,895		1,823,236		2,636,747

Liabilities
Payable to related parties		47		711		375		204		344
Total liabilities		47		711		375		204		344
Net assets	$	470,803	$	4,611,727	$	3,185,520	$	1,823,032	$	2,636,403

Net assets
Accumulation units	$	470,803	$	4,611,727	$	3,185,520	$	1,823,032	$	2,636,088
Contracts in payout (annuitization)		-		-		-		-		315
Total net assets	$	470,803	$	4,611,727	$	3,185,520	$	1,823,032	$	2,636,403

Total number of mutual fund shares		52,550,182		441,381,630		298,584,384		169,288,418		116,309,968

Cost of mutual fund shares	$	437,746	$	4,069,650	$	2,837,420	$	1,651,909	$	2,544,597

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING T. Rowe		ING T. Rowe		ING T. Rowe
		Price Capital		Price Equity		Price Equity		ING Templeton	ING Templeton
		Appreciation		Income		Income		Global Growth Global Growth
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Service 2 Class		Service Class		Service 2 Class		Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$	83,495	$	685,169	$	23,925	$	286,447	$	4,732
Total assets		83,495		685,169		23,925		286,447		4,732

Liabilities
Payable to related parties		9		101		3		42		-
Total liabilities		9		101		3		42		-
Net assets	$	83,486	$	685,068	$	23,922	$	286,405	$	4,732

Net assets
Accumulation units	$	83,486	$	684,932	$	23,922	$	286,387	$	4,732
Contracts in payout (annuitization)		-		136		-		18		-
Total net assets	$	83,486	$	685,068	$	23,922	$	286,405	$	4,732

Total number of mutual fund shares		3,697,758		58,163,733		2,044,835		25,394,262		422,120

Cost of mutual fund shares	$	86,502	$	707,092	$	26,375	$	300,423	$	5,327

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING Van		ING Van
		Kampen		Kampen		ING Wells				ING American
		Growth and		Growth and		Fargo				Century Small-
		Income		Income		HealthCare		ING Diversified		Mid Cap Value
		Portfolio -		Portfolio -		Portfolio -		International		Portfolio -
		Service Class		Service 2 Class		Service Class		Fund - Class R		Service Class
Assets
Investments in mutual funds
at fair value	$	460,511	$	52,576	$	167,235	$	178	$	3,047
Total assets		460,511		52,576		167,235		178		3,047

Liabilities
Payable to related parties		85		6		24		-		-
Total liabilities		85		6		24		-		-
Net assets	$	460,426	$	52,570	$	167,211	$	178	$	3,047

Net assets
Accumulation units	$	460,399	$	52,570	$	167,211	$	178	$	3,047
Contracts in payout (annuitization)		27		-		-		-		-
Total net assets	$	460,426	$	52,570	$	167,211	$	178	$	3,047

Total number of mutual fund shares		21,221,702		2,436,307		15,189,368		18,721		257,816

Cost of mutual fund shares	$	473,705	$	58,869	$	164,701	$	220	$	2,093

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


										ING Legg
										Mason
		ING Baron		ING Columbia						ClearBridge
		Small Cap		Small Cap		ING Davis New		ING JPMorgan		Aggressive
		Growth		Value		York Venture		Mid Cap Value		Growth
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Service Class		Service Class		Service Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	342,203	$	153,932	$	291,636	$	121,332	$	96,246
Total assets		342,203		153,932		291,636		121,332		96,246

Liabilities
Payable to related parties		-		15		23		11		16
Total liabilities		-		15		23		11		16
Net assets	$	342,203	$	153,917	$	291,613	$	121,321	$	96,230

Net assets
Accumulation units	$	342,203	$	153,917	$	291,613	$	121,321	$	96,230
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	342,203	$	153,917	$	291,613	$	121,321	$	96,230

Total number of mutual fund shares		18,058,211		14,815,393		16,411,726		8,741,493		2,035,228

Cost of mutual fund shares	$	278,625	$	122,577	$	279,065	$	98,699	$	86,687

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


						ING
		ING		ING		Oppenheimer
		Oppenheimer		Oppenheimer		Global Strategic ING PIMCO
		Global		Global		Income	Total Return			ING Solution
		Portfolio -		Portfolio -		Portfolio -	Portfolio -			2015 Portfolio -
		Initial Class		Service Class		Service Class	Service Class			Service Class
Assets
Investments in mutual funds
at fair value	$	6,777	$	124,713	$	9,633	$	7,923	$	17,777
Total assets		6,777		124,713		9,633		7,923		17,777

Liabilities
Payable to related parties		1		14		-		-		1
Total liabilities		1		14		-		-		1
Net assets	$	6,776	$	124,699	$	9,633	$	7,923	$	17,776

Net assets
Accumulation units	$	6,776	$	124,699	$	9,633	$	7,923	$	17,776
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	6,776	$	124,699	$	9,633	$	7,923	$	17,776

Total number of mutual fund shares		488,239		9,238,030		819,174		658,056		1,608,770

Cost of mutual fund shares	$	6,294	$	135,297	$	9,073	$	7,448	$	17,182

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


										ING T. Rowe
										Price
								ING Solution		Diversified Mid
		ING Solution		ING Solution		ING Solution		Income		Cap Growth
		2025 Portfolio -		2035 Portfolio -		2045 Portfolio -		Portfolio -		Portfolio -
		Service Class		Service Class		Service Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	18,482	$	11,159	$	1,270	$	6,790	$	11,833
Total assets		18,482		11,159		1,270		6,790		11,833

Liabilities
Payable to related parties		1		1		-		-		-
Total liabilities		1		1		-		-		-
Net assets	$	18,481	$	11,158	$	1,270	$	6,790	$	11,833

Net assets
Accumulation units	$	18,481	$	11,158	$	1,270	$	6,790	$	11,833
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	18,481	$	11,158	$	1,270	$	6,790	$	11,833

Total number of mutual fund shares		1,663,524		985,775		111,417		619,511		1,400,389

Cost of mutual fund shares	$	16,554	$	10,828	$	1,237	$	6,581	$	8,621

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING T. Rowe								ING UBS U.S.
		Price Growth		ING Templeton		ING Thornburg		ING Thornburg		Large Cap
		Equity		Foreign Equity		Value		Value		Equity
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Service Class		Service Class		Initial Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	108,935	$	260,469	$	1,384	$	8,282	$	6,229
Total assets		108,935		260,469		1,384		8,282		6,229

Liabilities
Payable to related parties		10		26		-		1		-
Total liabilities		10		26		-		1		-
Net assets	$	108,925	$	260,443	$	1,384	$	8,281	$	6,229

Net assets
Accumulation units	$	108,925	$	260,443	$	1,384	$	8,281	$	6,229
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	108,925	$	260,443	$	1,384	$	8,281	$	6,229

Total number of mutual fund shares		2,020,307		23,679,040		43,276		260,779		693,670

Cost of mutual fund shares	$	85,546	$	251,417	$	1,112	$	8,065	$	7,051

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING Van		ING Van	ING Van			ING Strategic		ING Strategic
		Kampen		Kampen Equity Kampen Equity				Allocation		Allocation
		Comstock		and Income	and Income			Conservative		Growth
		Portfolio -		Portfolio -	Portfolio -			Portfolio -		Portfolio -
		Service Class		Initial Class	Service Class			Class S		Class S
Assets
Investments in mutual funds
at fair value	$	189,053	$	2,070	$	207,495	$	1,451	$	601
Total assets		189,053		2,070		207,495		1,451		601

Liabilities
Payable to related parties		22		24		-		-		-
Total liabilities		22		24		-		-		-
Net assets	$	189,031	$	2,046	$	207,495	$	1,451	$	601

Net assets
Accumulation units	$	189,031	$	2,046	$	207,495	$	1,451	$	601
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	189,031	$	2,046	$	207,495	$	1,451	$	601

Total number of mutual fund shares		18,571,004		60,487	6,108,173			140,343		59,198

Cost of mutual fund shares	$	198,574	$	2,006	$	200,751	$	1,596	$	751

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING Strategic
		Allocation		ING Growth		ING Growth
		Moderate		and Income		and Income		ING GET U.S.		ING GET U.S.
		Portfolio -		Portfolio -		Portfolio -		Core Portfolio -		Core Portfolio -
		Class S		Class I		Class S		Series 5		Series 6
Assets
Investments in mutual funds
at fair value	$	775	$	114	$	449,751	$	11,353	$	10,708
Total assets		775		114		449,751		11,353		10,708

Liabilities
Payable to related parties		-		-		85		2		2
Total liabilities		-		-		85		2		2
Net assets	$	775	$	114	$	449,666	$	11,351	$	10,706

Net assets
Accumulation units	$	775	$	114	$	449,666	$	11,351	$	10,706
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	775	$	114	$	449,666	$	11,351	$	10,706

Total number of mutual fund shares		75,606		5,185		20,659,197		1,461,082		1,322,017

Cost of mutual fund shares	$	869	$	126	$	402,517	$	13,625	$	12,491

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING GET U.S.		ING GET U.S.		ING GET U.S.		ING GET U.S.		ING GET U.S.
		Core Portfolio -		Core Portfolio -		Core Portfolio -		Core Portfolio -		Core Portfolio -
		Series 7		Series 8		Series 9		Series 10		Series 11
Assets
Investments in mutual funds
at fair value	$	7,466	$	4,110	$	4,037	$	3,216	$	4,858
Total assets		7,466		4,110		4,037		3,216		4,858

Liabilities
Payable to related parties		1		1		1		-		1
Total liabilities		1		1		1		-		1
Net assets	$	7,465	$	4,109	$	4,036	$	3,216	$	4,857

Net assets
Accumulation units	$	7,465	$	4,109	$	4,036	$	3,216	$	4,857
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	7,465	$	4,109	$	4,036	$	3,216	$	4,857

Total number of mutual fund shares		941,483		517,037		504,584		395,552		605,751

Cost of mutual fund shares	$	8,726	$	4,802	$	4,669	$	3,729	$	5,468

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


								ING BlackRock
								Science and		ING Euro
								Technology		STOXX 50
		ING GET U.S.		ING GET U.S.		ING GET U.S.		Opportunities		Index
		Core Portfolio -		Core Portfolio -		Core Portfolio -		Portfolio -		Portfolio -
		Series 12		Series 13		Series 14		Class S		Class A
Assets
Investments in mutual funds
at fair value	$	1,962	$	12,855	$	36,269	$	263,996	$	4,739
Total assets		1,962		12,855		36,269		263,996		4,739

Liabilities
Payable to related parties		-		1		10		30		-
Total liabilities		-		1		10		30		-
Net assets	$	1,962	$	12,854	$	36,259	$	263,966	$	4,739

Net assets
Accumulation units	$	1,962	$	12,854	$	36,259	$	263,966	$	4,739
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	1,962	$	12,854	$	36,259	$	263,966	$	4,739

Total number of mutual fund shares		248,060		1,310,398		3,555,738		45,050,481		451,737

Cost of mutual fund shares	$	2,281	$	13,081	$	36,042	$	195,339	$	4,799

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING FTSE 100		ING Hang Seng		ING Index Plus		ING Index Plus		ING Index Plus
		Index		Index		LargeCap		MidCap		SmallCap
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Class A		Class S		Class S		Class S		Class S
Assets
Investments in mutual funds
at fair value	$	3,596	$	81,891	$	161,358	$	131,443	$	99,912
Total assets		3,596		81,891		161,358		131,443		99,912

Liabilities
Payable to related parties		1		7		26		16		13
Total liabilities		1		7		26		16		13
Net assets	$	3,595	$	81,884	$	161,332	$	131,427	$	99,899

Net assets
Accumulation units	$	3,595	$	81,884	$	161,332	$	131,427	$	99,899
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	3,595	$	81,884	$	161,332	$	131,427	$	99,899

Total number of mutual fund shares		288,568		5,849,343		11,709,579		8,568,661		7,182,773

Cost of mutual fund shares	$	3,406	$	77,492	$	188,198	$	147,095	$	112,215

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING			ING Russell™			ING Russell™		ING Russell™
		International		ING Japan	Large Cap			Large Cap		Large Cap
		Index		TOPIX Index® Growth Index				Index		Value Index
		Portfolio -		Portfolio -	Portfolio -			Portfolio -		Portfolio -
		Class S		Class A	Class S			Class S		Class S
Assets
Investments in mutual funds
at fair value	$	65,051	$	8,464	$	142,599	$	356,023	$	35,230
Total assets		65,051		8,464		142,599		356,023		35,230

Liabilities
Payable to related parties		7		1		24		72		4
Total liabilities		7		1		24		72		4
Net assets	$	65,044	$	8,463	$	142,575	$	355,951	$	35,226

Net assets
Accumulation units	$	65,044	$	8,463	$	142,575	$	355,951	$	35,226
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	65,044	$	8,463	$	142,575	$	355,951	$	35,226

Total number of mutual fund shares		7,662,043		761,180	9,944,150			36,931,859		2,802,696

Cost of mutual fund shares	$	60,721	$	7,745	$	110,292	$	285,577	$	33,898

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING Russell™				ING Russell™
		Mid Cap		ING Russell™		Small Cap		ING Small		ING U.S. Bond
		Growth Index		Mid Cap Index		Index		Company		Index
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Class S		Class S		Class S		Class S		Class S
Assets
Investments in mutual funds
at fair value	$	298,032	$	120,867	$	174,071	$	102,451	$	232,655
Total assets		298,032		120,867		174,071		102,451		232,655

Liabilities
Payable to related parties		55		10		19		8		24
Total liabilities		55		10		19		8		24
Net assets	$	297,977	$	120,857	$	174,052	$	102,443	$	232,631

Net assets
Accumulation units	$	297,977	$	120,857	$	174,052	$	102,443	$	232,631
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	297,977	$	120,857	$	174,052	$	102,443	$	232,631

Total number of mutual fund shares		18,250,561		10,510,144		14,186,698		5,663,409		21,723,127

Cost of mutual fund shares	$	221,717	$	98,439	$	140,715	$	86,083	$	225,451

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		ING
		WisdomTree^SM
		Global High-		ING
		Yielding Equity		International		ING MidCap		ING SmallCap
		Index		Value		Opportunities		Opportunities		Invesco V.I.
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Leisure Fund -
		Class S		Class S		Class S		Class S		Series I Shares
Assets
Investments in mutual funds
at fair value	$	201,303	$	9,446	$	399,539	$	68,098	$	20,501
Total assets		201,303		9,446		399,539		68,098		20,501

Liabilities
Payable to related parties		21		1		82		12		4
Total liabilities		21		1		82		12		4
Net assets	$	201,282	$	9,445	$	399,457	$	68,086	$	20,497

Net assets
Accumulation units	$	201,282	$	9,445	$	399,455	$	68,086	$	20,497
Contracts in payout (annuitization)		-		-		2		-		-
Total net assets	$	201,282	$	9,445	$	399,457	$	68,086	$	20,497

Total number of mutual fund shares		25,289,327		1,093,264		34,863,762		3,273,939		2,582,020

Cost of mutual fund shares	$	182,261	$	12,438	$	328,450	$	55,910	$	23,283

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


Legg Mason
		Legg Mason		Global Currents
		ClearBridge		Variable		Legg Mason		Oppenheimer		PIMCO Real
		Variable Large		International		Western Asset		Main Street		Return
		Cap Value		All Cap		Variable High		Small Cap		Portfolio -
		Portfolio -		Opportunity		Income		Fund®/VA -		Administrative
		Class I		Portfolio		Portfolio		Service Class		Class
Assets
Investments in mutual funds
at fair value	$	78	$	39	$	72	$	1,859	$	12,463
Total assets		78		39		72		1,859		12,463

Liabilities
Payable to related parties		-		-		-		-		-
Total liabilities		-		-		-		-		-
Net assets	$	78	$	39	$	72	$	1,859	$	12,463

Net assets
Accumulation units	$	78	$	39	$	72	$	1,859	$	12,463
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	78	$	39	$	72	$	1,859	$	12,463

Total number of mutual fund shares		5,946		6,106		12,049		106,224		948,509

Cost of mutual fund shares	$	98	$	53	$	75	$	1,563	$	11,885

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		Pioneer Equity									Wells Fargo
		Income VCT						ProFund VP			Advantage VT
		Portfolio -		ProFund VP		ProFund VP		Rising Rates			Omega Growth
		Class II		Bull		Europe 30		Opportunity		Fund	- Class 2
Assets
Investments in mutual funds
at fair value	$	15,666	$	15,115	$	9,263	$	10,543	$		1,487
Total assets		15,666		15,115		9,263		10,543			1,487

Liabilities
Payable to related parties		1		4		2		2			-
Total liabilities		1		4		2		2			-
Net assets	$	15,665	$	15,111	$	9,261	$	10,541	$		1,487

Net assets
Accumulation units	$	15,665	$	15,111	$	9,261	$	10,541	$		1,487
Contracts in payout (annuitization)		-		-		-		-			-
Total net assets	$	15,665	$	15,111	$	9,261	$	10,541	$		1,487

Total number of mutual fund shares		796,015		574,717		435,512		878,592			61,962

Cost of mutual fund shares	$	16,702	$	17,525	$	12,000	$	16,855	$		1,177

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


		Wells Fargo				Wells Fargo
		Advantage VT		Wells Fargo		Advantage VT		Wells Fargo
		Index Asset		Advantage VT		Small Cap		Advantage VT
		Allocation		Intrinsic Value		Growth Fund -		Total Return
		Fund- Class 2		Fund- Class 2		Class 2		Bond Fund
Assets
Investments in mutual funds
at fair value	$	2,156	$	807	$	436	$	1,075
Total assets		2,156		807		436		1,075

Liabilities
Payable to related parties		-		-		-		-
Total liabilities		-		-		-		-
Net assets	$	2,156	$	807	$	436	$	1,075

Net assets
Accumulation units	$	2,156	$	807	$	436	$	1,075
Contracts in payout (annuitization)		-		-		-		-
Total net assets	$	2,156	$	807	$	436	$	1,075

Total number of mutual fund shares		183,919		63,278		54,164		103,254

Cost of mutual fund shares	$	2,332	$	896	$	397	$	1,027

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


								Columbia
		BlackRock			Columbia Asset			Federal		Columbia Large Columbia Small
		Global			Allocation			Securities Fund,		Cap Growth		Cap Value
		Allocation V.I.			Fund, Variable			Variable		Fund, Variable		Fund, Variable
		Fund - Class III			Series - Class A			Series-Class A		Series - Class A		Series - Class B
Net investment income (loss)
Income:
Dividends	$	12,130		$	7		$	1	$	2		$	1,607
Total investment income		12,130			7			1		2			1,607
Expenses:
Mortality, expense risk
and other charges		17,303			5			-		5			2,663
Annual administrative charges		168			-			-		-			59
Contingent deferred sales charges		847			-			-		-			141
Minimum death benefit guarantee charges		-			-			-		-			-
Other contract charges		7,720			-			-		-			1,230
Amortization of deferred charges		-			-			-		-			-
Total expenses		26,038			5			-		5			4,093
Net investment income (loss)		(13,908	)		2			1		(3	)		(2,486	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(682	)		(7	)		-		1			(2,149	)
Capital gains distributions		6,589			-			-		-			-
Total realized gain (loss) on investments
and capital gains distributions		5,907			(7	)		-		1			(2,149	)
Net unrealized appreciation
(depreciation) of investments		80,227			36			-		51			36,552
Net realized and unrealized gain (loss)
on investments		86,134			29			-		52			34,403
Net increase (decrease) in net assets
resulting from operations	$	72,226		$	31		$	1	$	49		$	31,917

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		Columbia Small
		Company		Fidelity® VIP			Fidelity® VIP				Franklin Small
		Growth Fund,		Equity-Income			Contrafund®				Cap Value			ING Balanced
		Variable		Portfolio -			Portfolio -				Securities			Portfolio -
		Series - Class A		Service Class 2			Service Class 2			Fund	- Class 2			Class S
Net investment income (loss)
Income:
Dividends	$	-	$	2,738		$	7,459		$		99		$	178
Total investment income		-		2,738			7,459				99			178
Expenses:
Mortality, expense risk
and other charges		-		2,930			12,562				137			81
Annual administrative charges		-		54			167				1			1
Contingent deferred sales charges		-		127			701				2			1
Minimum death benefit guarantee charges		-		-			-				-			-
Other contract charges		-		1,143			4,957				63			10
Amortization of deferred charges		-		-			-				-			-
Total expenses		-		4,254			18,387				203			93
Net investment income (loss)		-		(1,516	)		(10,928	)			(104	)		85

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		1		(10,528	)		(63,525	)			(451	)		(376	)
Capital gains distributions		-		-			338				-			-
Total realized gain (loss) on investments
and capital gains distributions		1		(10,528	)		(63,187	)			(451	)		(376	)
Net unrealized appreciation
(depreciation) of investments		5		32,195			174,292				3,628			1,064
Net realized and unrealized gain (loss)
on investments		6		21,667			111,105				3,177			688
Net increase (decrease) in net assets
resulting from operations	$	6	$	20,151		$	100,177		$		3,073		$	773

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		ING			ING American									ING American
		Intermediate			Funds Asset			ING American			ING American			Funds Growth-
		Bond Portfolio -			Allocation			Funds Bond			Funds Growth			Income
		Class S			Portfolio			Portfolio			Portfolio			Portfolio
Net investment income (loss)
Income:
Dividends	$	59,467		$	5,137		$	12,256		$	2,366		$	12,857
Total investment income		59,467			5,137			12,256			2,366			12,857
Expenses:
Mortality, expense risk
and other charges		21,246			5,390			8,652			36,035			22,822
Annual administrative charges		308			65			96			520			327
Contingent deferred sales charges		1,512			249			558			2,013			1,274
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		7,953			2,509			3,683			15,228			9,209
Amortization of deferred charges		1			-			-			-			-
Total expenses		31,020			8,213			12,989			53,796			33,632
Net investment income (loss)		28,447			(3,076	)		(733	)		(51,430	)		(20,775	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(15,380	)		(2,417	)		4,659			(10,588	)		(17,563	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(15,380	)		(2,417	)		4,659			(10,588	)		(17,563	)
Net unrealized appreciation
(depreciation) of investments		71,889			34,540			13,720			362,204			141,030
Net realized and unrealized gain (loss)
on investments		56,509			32,123			18,379			351,616			123,467
Net increase (decrease) in net assets
resulting from operations	$	84,956		$	29,047		$	17,646		$	300,186		$	102,692

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


					ING American									ING BlackRock
		ING American			Funds World			ING Artio			ING Artio			Inflation
		Funds			Allocation			Foreign			Foreign			Protected Bond
		International			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Portfolio			Service Class			Service Class			Service 2 Class			Service Class
Net investment income (loss)
Income:
Dividends	$	12,055		$	1,164		$	-		$	-		$	3,828
Total investment income		12,055			1,164			-			-			3,828
Expenses:
Mortality, expense risk
and other charges		22,146			2,197			9,216			777			3,826
Annual administrative charges		290			34			141			11			46
Contingent deferred sales charges		1,069			94			456			16			310
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		8,887			983			3,635			392			1,501
Amortization of deferred charges		2			-			-			-			-
Total expenses		32,394			3,308			13,448			1,196			5,683
Net investment income (loss)		(20,339	)		(2,144	)		(13,448	)		(1,196	)		(1,855	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(9,841	)		3,321			(37,266	)		(841	)		5,417
Capital gains distributions		1,749			3,466			-			-			3,989
Total realized gain (loss) on investments
and capital gains distributions		(8,092	)		6,787			(37,266	)		(841	)		9,406
Net unrealized appreciation
(depreciation) of investments		72,017			7,916			67,844			3,569			(1,393	)
Net realized and unrealized gain (loss)
on investments		63,925			14,703			30,578			2,728			8,013
Net increase (decrease) in net assets
resulting from operations	$	43,586		$	12,559		$	17,130		$	1,532		$	6,158

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		ING BlackRock
		Large Cap			ING BlackRock			ING BlackRock			ING BlackRock			ING Clarion
		Growth			Large Cap			Large Cap			Large Cap			Global Real
		Portfolio -			Growth			Value			Value			Estate
		Institutional			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Class			Service Class			Service Class			Service 2 Class			Service Class
Net investment income (loss)
Income:
Dividends	$	1		$	351		$	316		$	24		$	12,530
Total investment income		1			351			316			24			12,530
Expenses:
Mortality, expense risk
and other charges		1			2,202			420			36			2,394
Annual administrative charges		-			41			8			1			31
Contingent deferred sales charges		-			137			22			1			141
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		-			838			170			19			1,012
Amortization of deferred charges		-			-			-			-			-
Total expenses		1			3,218			620			57			3,578
Net investment income (loss)		-			(2,867	)		(304	)		(33	)		8,952

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(5	)		(12,948	)		(1,123	)		(60	)		(12,871	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(5	)		(12,948	)		(1,123	)		(60	)		(12,871	)
Net unrealized appreciation
(depreciation) of investments		24			27,371			3,257			248			21,303
Net realized and unrealized gain (loss)
on investments		19			14,423			2,134			188			8,432
Net increase (decrease) in net assets
resulting from operations	$	19		$	11,556		$	1,830		$	155		$	17,384

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		ING Clarion
		Global Real			ING Clarion			ING Clarion			ING DFA			ING FMR^SM
		Estate			Real Estate			Real Estate			World Equity			Diversified Mid
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Cap Portfolio -
		Service 2 Class			Service Class			Service 2 Class			Service Class			Service Class
Net investment income (loss)
Income:
Dividends	$	189		$	10,635		$	646		$	3,058		$	1,140
Total investment income		189			10,635			646			3,058			1,140
Expenses:
Mortality, expense risk
and other charges		39			5,408			351			2,825			13,375
Annual administrative charges		-			136			6			41			301
Contingent deferred sales charges		-			383			7			214			563
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		20			1,920			175			1,349			4,479
Amortization of deferred charges		-			-			-			-			-
Total expenses		59			7,847			539			4,429			18,718
Net investment income (loss)		130			2,788			107			(1,371	)		(17,578	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(214	)		(41,124	)		(1,222	)		(9,140	)		(4,283	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(214	)		(41,124	)		(1,222	)		(9,140	)		(4,283	)
Net unrealized appreciation
(depreciation) of investments		340			107,984			5,386			45,833			198,771
Net realized and unrealized gain (loss)
on investments		126			66,860			4,164			36,693			194,488
Net increase (decrease) in net assets
resulting from operations	$	256		$	69,648		$	4,271		$	35,322		$	176,910

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


														ING Franklin
														Templeton
		ING FMR^SM			ING Franklin			ING Franklin			ING Franklin			Founding
		Diversified Mid			Income			Income			Mutual Shares			Strategy
		Cap Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service 2 Class			Service Class			Service Class
Net investment income (loss)
Income:
Dividends	$	14		$	22,765		$	386		$	826		$	21,173
Total investment income		14			22,765			386			826			21,173
Expenses:
Mortality, expense risk
and other charges		608			7,568			135			3,248			14,001
Annual administrative charges		10			100			2			41			194
Contingent deferred sales charges		15			445			5			185			989
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		297			2,597			60			1,236			6,464
Amortization of deferred charges		-			-			-			-			-
Total expenses		930			10,710			202			4,710			21,648
Net investment income (loss)		(916	)		12,055			184			(3,884	)		(475	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		4			(14,915	)		(356	)		(6,678	)		(21,543	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		4			(14,915	)		(356	)		(6,678	)		(21,543	)
Net unrealized appreciation
(depreciation) of investments		8,557			45,243			911			26,730			84,632
Net realized and unrealized gain (loss)
on investments		8,561			30,328			555			20,052			63,089
Net increase (decrease) in net assets
resulting from operations	$	7,645		$	42,383		$	739		$	16,168		$	62,614

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


														ING JPMorgan
		ING Global			ING Global			ING Janus			ING Janus			Emerging
		Resources			Resources			Contrarian			Contrarian			Markets Equity
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service 2 Class			Service Class			Service 2 Class			Service Class
Net investment income (loss)
Income:
Dividends	$	5,794		$	228		$	-		$	-		$	3,307
Total investment income		5,794			228			-			-			3,307
Expenses:
Mortality, expense risk
and other charges		10,677			483			7,642			395			10,909
Annual administrative charges		176			7			145			6			170
Contingent deferred sales charges		830			13			473			6			772
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		4,361			245			2,841			194			4,403
Amortization of deferred charges		-			-			-			-			-
Total expenses		16,044			748			11,101			601			16,254
Net investment income (loss)		(10,250	)		(520	)		(11,101	)		(601	)		(12,947	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(41,252	)		(88	)		(43,922	)		(1,251	)		21,402
Capital gains distributions		-			-			-			-			35,622
Total realized gain (loss) on investments
and capital gains distributions		(41,252	)		(88	)		(43,922	)		(1,251	)		57,024
Net unrealized appreciation
(depreciation) of investments		151,810			5,354			100,869			4,066			53,580
Net realized and unrealized gain (loss)
on investments		110,558			5,266			56,947			2,815			110,604
Net increase (decrease) in net assets
resulting from operations	$	100,308		$	4,746		$	45,846		$	2,214		$	97,657

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		ING JPMorgan			ING JPMorgan			ING JPMorgan
		Emerging			Small Cap Core			Small Cap Core			ING Large Cap			ING Large Cap
		Markets Equity			Equity			Equity			Growth			Growth
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service 2 Class			Service Class			Service 2 Class
Net investment income (loss)
Income:
Dividends	$	140		$	548		$	39		$	365		$	-
Total investment income		140			548			39			365			-
Expenses:
Mortality, expense risk
and other charges		581			3,323			630			1,876			16
Annual administrative charges		8			59			11			25			-
Contingent deferred sales charges		8			171			13			69			1
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		282			1,370			315			759			8
Amortization of deferred charges		-			-			-			-			-
Total expenses		879			4,923			969			2,729			25
Net investment income (loss)		(739	)		(4,375	)		(930	)		(2,364	)		(25	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		1,599			(8,135	)		(127	)		9,661			8
Capital gains distributions		1,879			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		3,478			(8,135	)		(127	)		9,661			8
Net unrealized appreciation
(depreciation) of investments		2,504			54,337			8,527			4,067			101
Net realized and unrealized gain (loss)
on investments		5,982			46,202			8,400			13,728			109
Net increase (decrease) in net assets
resulting from operations	$	5,243		$	41,827		$	7,470		$	11,364		$	84

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


											ING Lord			ING Lord
		ING Limited			ING Liquid			ING Liquid			Abbett Growth			Abbett Growth
		Maturity Bond			Assets			Assets			and Income			and Income
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class			Service 2 Class
Net investment income (loss)
Income:
Dividends	$	3,817		$	-		$	-		$	289		$	8
Total investment income		3,817			-			-			289			8
Expenses:
Mortality, expense risk
and other charges		1,686			21,689			483			961			36
Annual administrative charges		47			404			7			22			1
Contingent deferred sales charges		49			5,618			68			31			-
Minimum death benefit guarantee charges		-			1			-			-			-
Other contract charges		186			6,128			203			272			14
Amortization of deferred charges		6			2			-			-			-
Total expenses		1,974			33,842			761			1,286			51
Net investment income (loss)		1,843			(33,842	)		(761	)		(997	)		(43	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(2,701	)		-			-			(3,306	)		(72	)
Capital gains distributions		-			46			1			-			-
Total realized gain (loss) on investments
and capital gains distributions		(2,701	)		46			1			(3,306	)		(72	)
Net unrealized appreciation
(depreciation) of investments		2,199			-			-			11,792			383
Net realized and unrealized gain (loss)
on investments		(502	)		46			1			8,486			311
Net increase (decrease) in net assets
resulting from operations	$	1,341		$	(33,796	)	$	(760	)	$	7,489		$	268

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


								ING Marsico
		ING Marsico			ING Marsico			International			ING MFS Total			ING MFS Total
		Growth			Growth			Opportunities			Return			Return
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service 2 Class			Service Class			Service Class			Service 2 Class
Net investment income (loss)
Income:
Dividends	$	2,486		$	73		$	2,340		$	3,462		$	153
Total investment income		2,486			73			2,340			3,462			153
Expenses:
Mortality, expense risk
and other charges		7,722			308			2,763			12,892			613
Annual administrative charges		225			5			42			282			9
Contingent deferred sales charges		242			6			161			666			9
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		2,161			151			1,168			3,539			291
Amortization of deferred charges		-			-			-			-			-
Total expenses		10,350			470			4,134			17,379			922
Net investment income (loss)		(7,864	)		(397	)		(1,794	)		(13,917	)		(769	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		22,836			371			(16,229	)		(14,725	)		(1,159	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		22,836			371			(16,229	)		(14,725	)		(1,159	)
Net unrealized appreciation
(depreciation) of investments		57,749			2,737			33,704			81,411			4,118
Net realized and unrealized gain (loss)
on investments		80,585			3,108			17,475			66,686			2,959
Net increase (decrease) in net assets
resulting from operations	$	72,721		$	2,711		$	15,681		$	52,769		$	2,190

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


											ING Morgan			ING
					ING Morgan			ING Morgan			Stanley Global			Oppenheimer
		ING MFS			Stanley Global			Stanley Global			Tactical Asset			Active
		Utilities			Franchise			Franchise			Allocation			Allocation
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class			Service Class
Net investment income (loss)
Income:
Dividends	$	10,827		$	1,219		$	186		$	597		$	678
Total investment income		10,827			1,219			186			597			678
Expenses:
Mortality, expense risk
and other charges		7,049			4,913			1,089			951			583
Annual administrative charges		127			83			18			15			8
Contingent deferred sales charges		700			316			25			67			37
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		2,882			2,030			518			463			278
Amortization of deferred charges		-			-			-			-			-
Total expenses		10,758			7,342			1,650			1,496			906
Net investment income (loss)		69			(6,123	)		(1,464	)		(899	)		(228	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(17,954	)		(3,097	)		915			1,468			1,085
Capital gains distributions		-			-			-			2,604			1,180
Total realized gain (loss) on investments
and capital gains distributions		(17,954	)		(3,097	)		915			4,072			2,265
Net unrealized appreciation
(depreciation) of investments		59,196			38,217			6,740			(241	)		2,269
Net realized and unrealized gain (loss)
on investments		41,242			35,120			7,655			3,831			4,534
Net increase (decrease) in net assets
resulting from operations	$	41,311		$	28,997		$	6,191		$	2,932		$	4,306

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		ING PIMCO			ING PIMCO			ING PIMCO						ING Pioneer
		High Yield			Total Return			Total Return			ING Pioneer			Mid Cap Value
		Portfolio -			Bond Portfolio -			Bond Portfolio -			Fund Portfolio -			Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class			Service Class
Net investment income (loss)
Income:
Dividends	$	33,464		$	147,318		$	3,322		$	561		$	4,710
Total investment income		33,464			147,318			3,322			561			4,710
Expenses:
Mortality, expense risk
and other charges		7,705			55,363			1,358			866			9,458
Annual administrative charges		149			652			14			16			196
Contingent deferred sales charges		380			3,845			54			51			434
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		2,188			21,055			573			339			3,472
Amortization of deferred charges		-			2			-			-			1
Total expenses		10,422			80,917			1,999			1,272			13,561
Net investment income (loss)		23,042			66,401			1,323			(711	)		(8,851	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(1,773	)		74,091			1,877			(747	)		(8,551	)
Capital gains distributions		-			92,456			2,160			-			-
Total realized gain (loss) on investments
and capital gains distributions		(1,773	)		166,547			4,037			(747	)		(8,551	)
Net unrealized appreciation
(depreciation) of investments		27,518			(75,929	)		(1,803	)		7,731			94,301
Net realized and unrealized gain (loss)
on investments		25,745			90,618			2,234			6,984			85,750
Net increase (decrease) in net assets
resulting from operations	$	48,787		$	157,019		$	3,557		$	6,273		$	76,899

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


								ING Retirement						ING T. Rowe
		ING Retirement			ING Retirement			Moderate			ING Retirement			Price Capital
		Conservative			Growth			Growth			Moderate			Appreciation
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Adviser Class			Adviser Class			Adviser Class			Adviser Class			Service Class
Net investment income (loss)
Income:
Dividends	$	1,071		$	16,912		$	14,690		$	10,229		$	40,830
Total investment income		1,071			16,912			14,690			10,229			40,830
Expenses:
Mortality, expense risk
and other charges		8,059			77,295			53,561			31,005			42,929
Annual administrative charges		104			1,446			796			428			733
Contingent deferred sales charges		369			4,326			3,078			1,950			2,220
Minimum death benefit guarantee charges		-			-			-			-			1
Other contract charges		3,415			36,986			22,044			12,090			15,396
Amortization of deferred charges		-			1			-			-			3
Total expenses		11,947			120,054			79,479			45,473			61,282
Net investment income (loss)		(10,876	)		(103,142	)		(64,789	)		(35,244	)		(20,452	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		6,379			14,110			11,281			7,515			36,663
Capital gains distributions		685			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		7,064			14,110			11,281			7,515			36,663
Net unrealized appreciation
(depreciation) of investments		28,820			454,929			296,213			145,924			251,543
Net realized and unrealized gain (loss)
on investments		35,884			469,039			307,494			153,439			288,206
Net increase (decrease) in net assets
resulting from operations	$	25,008		$	365,897		$	242,705		$	118,195		$	267,754

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		ING T. Rowe			ING T. Rowe			ING T. Rowe
		Price Capital			Price Equity			Price Equity			ING Templeton		ING Templeton
		Appreciation			Income			Income			Global Growth Global Growth
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service 2 Class			Service Class		Service 2 Class
Net investment income (loss)
Income:
Dividends	$	1,186		$	10,497		$	345		$	4,197		$	64
Total investment income		1,186			10,497			345			4,197			64
Expenses:
Mortality, expense risk
and other charges		1,476			10,816			398			4,659			80
Annual administrative charges		20			211			7			88			1
Contingent deferred sales charges		56			456			9			210			2
Minimum death benefit guarantee charges		-			1			-			-			-
Other contract charges		692			3,794			197			1,522			40
Amortization of deferred charges		-			5			-			-			-
Total expenses		2,244			15,283			611			6,479			123
Net investment income (loss)		(1,058	)		(4,786	)		(266	)		(2,282	)		(59	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(1,826	)		(1,343	)		(529	)		7,209			(111	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(1,826	)		(1,343	)		(529	)		7,209			(111	)
Net unrealized appreciation
(depreciation) of investments		11,276			79,450			3,345			8,384			363
Net realized and unrealized gain (loss)
on investments		9,450			78,107			2,816			15,593			252
Net increase (decrease) in net assets
resulting from operations	$	8,392		$	73,321		$	2,550		$	13,311		$	193

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		ING Van			ING Van
		Kampen			Kampen			ING Wells			ING Wells		ING Wells
		Growth and			Growth and			Fargo			Fargo Small		Fargo Small
		Income			Income			HealthCare			Cap Disciplined Cap Disciplined
		Portfolio -			Portfolio -			Portfolio -			Portfolio -		Portfolio -
		Service Class			Service 2 Class			Service Class			Service Class		Service 2 Class
Net investment income (loss)
Income:
Dividends	$	1,126		$	126		$	-		$	165		$	2
Total investment income		1,126			126			-			165			2
Expenses:
Mortality, expense risk
and other charges		7,638			909			2,999			252			5
Annual administrative charges		182			12			51			2			-
Contingent deferred sales charges		233			24			216			13			-
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		1,833			407			1,251			106			3
Amortization of deferred charges		1			-			-			-			-
Total expenses		9,887			1,352			4,517			373			8
Net investment income (loss)		(8,761	)		(1,226	)		(4,517	)		(208	)		(6	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(534	)		(637	)		(3,202	)		(391	)		(168	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(534	)		(637	)		(3,202	)		(391	)		(168	)
Net unrealized appreciation
(depreciation) of investments		51,923			6,418			13,238			(1,111	)		144
Net realized and unrealized gain (loss)
on investments		51,389			5,781			10,036			(1,502	)		(24	)
Net increase (decrease) in net assets
resulting from operations	$	42,628		$	4,555		$	5,519		$	(1,710	)	$	(30	)

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


					ING American			ING Baron			ING Columbia
					Century Small-			Small Cap			Small Cap			ING Davis New
		ING Diversified			Mid Cap Value			Growth			Value			York Venture
		International			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Fund - Class R			Service Class			Service Class			Service Class			Service Class
Net investment income (loss)
Income:
Dividends	$	1		$	27		$	-		$	1,807		$	1,139
Total investment income		1			27			-			1,807			1,139
Expenses:
Mortality, expense risk
and other charges		2			25			5,076			2,547			4,752
Annual administrative charges		-			-			65			29			47
Contingent deferred sales charges		-			-			246			204			208
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		1			15			2,092			1,063			1,843
Amortization of deferred charges		-			-			-			-			-
Total expenses		3			40			7,479			3,843			6,850
Net investment income (loss)		(2	)		(13	)		(7,479	)		(2,036	)		(5,711	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(23	)		(10	)		(12,141	)		(5,961	)		(6,120	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(23	)		(10	)		(12,141	)		(5,961	)		(6,120	)
Net unrealized appreciation
(depreciation) of investments		37			503			82,791			37,638			35,925
Net realized and unrealized gain (loss)
on investments		14			493			70,650			31,677			29,805
Net increase (decrease) in net assets
resulting from operations	$	12		$	480		$	63,171		$	29,641		$	24,094

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


					ING Legg
					Mason							ING
					ClearBridge		ING			ING		Oppenheimer
		ING JPMorgan			Aggressive		Oppenheimer			Oppenheimer Global Strategic
		Mid Cap Value			Growth		Global			Global		Income
		Portfolio -			Portfolio -		Portfolio -			Portfolio -		Portfolio -
		Service Class			Service Class		Initial Class			Service Class		Service Class
Net investment income (loss)
Income:
Dividends	$	850		$	-		$	111	$	1,712		$	282
Total investment income		850			-			111		1,712			282
Expenses:
Mortality, expense risk
and other charges		1,586			1,567			82		1,936			87
Annual administrative charges		23			31			2		29			1
Contingent deferred sales charges		116			72			4		117			-
Minimum death benefit guarantee charges		-			-			-		-			-
Other contract charges		561			733			2		745			14
Amortization of deferred charges		-			-			-		-			-
Total expenses		2,286			2,403			90		2,827			102
Net investment income (loss)		(1,436	)		(2,403	)		21		(1,115	)		180

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		3,385			1,561			51		(3,646	)		60
Capital gains distributions		-			-			-		-			-
Total realized gain (loss) on investments
and capital gains distributions		3,385			1,561			51		(3,646	)		60
Net unrealized appreciation
(depreciation) of investments		15,568			18,139			825		19,426			947
Net realized and unrealized gain (loss)
on investments		18,953			19,700			876		15,780			1,007
Net increase (decrease) in net assets
resulting from operations	$	17,517		$	17,297		$	897	$	14,665		$	1,187

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		ING PIMCO
		Total Return		ING Solution			ING Solution			ING Solution			ING Solution
		Portfolio -		2015 Portfolio -			2025 Portfolio -			2035 Portfolio -			2045 Portfolio -
		Service Class		Service Class			Service Class			Service Class			Service Class
Net investment income (loss)
Income:
Dividends	$	280	$	384		$	278		$	136		$	12
Total investment income		280		384			278			136			12
Expenses:
Mortality, expense risk
and other charges		87		179			178			119			15
Annual administrative charges		1		1			1			1			1
Contingent deferred sales charges		1		-			2			(41	)		-
Minimum death benefit guarantee charges		-		-			-			-			-
Other contract charges		17		89			96			65			8
Amortization of deferred charges		-		-			-			-			-
Total expenses		106		269			277			144			24
Net investment income (loss)		174		115			1			(8	)		(12	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		68		(244	)		(346	)		(703	)		(101	)
Capital gains distributions		11		-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		79		(244	)		(346	)		(703	)		(101	)
Net unrealized appreciation
(depreciation) of investments		304		1,685			2,336			2,012			270
Net realized and unrealized gain (loss)
on investments		383		1,441			1,990			1,309			169
Net increase (decrease) in net assets
resulting from operations	$	557	$	1,556		$	1,991		$	1,301		$	157

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


					ING T. Rowe
					Price			ING T. Rowe
		ING Solution			Diversified Mid			Price Growth			ING Templeton			ING Thornburg
		Income			Cap Growth			Equity			Foreign Equity			Value
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service Class			Service Class			Initial Class
Net investment income (loss)
Income:
Dividends	$	220		$	7		$	32		$	5,157		$	21
Total investment income		220			7			32			5,157			21
Expenses:
Mortality, expense risk
and other charges		72			108			1,561			4,284			20
Annual administrative charges		1			1			18			54			-
Contingent deferred sales charges		-			1			44			202			1
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		22			56			588			1,712			1
Amortization of deferred charges		-			-			-			-			-
Total expenses		95			166			2,211			6,252			22
Net investment income (loss)		125			(159	)		(2,179	)		(1,095	)		(1	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(93	)		(243	)		3,028			(22,924	)		37
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(93	)		(243	)		3,028			(22,924	)		37
Net unrealized appreciation
(depreciation) of investments		480			2,896			10,347			34,948			88
Net realized and unrealized gain (loss)
on investments		387			2,653			13,375			12,024			125
Net increase (decrease) in net assets
resulting from operations	$	512		$	2,494		$	11,196		$	10,929		$	124

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


					ING UBS U.S.			ING Van			ING Van			ING Van
		ING Thornburg			Large Cap			Kampen			Kampen Equity			Kampen Equity
		Value			Equity			Comstock			and Income			and Income
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service Class			Initial Class			Service Class
Net investment income (loss)
Income:
Dividends	$	113		$	41		$	2,439		$	38		$	3,264
Total investment income		113			41			2,439			38			3,264
Expenses:
Mortality, expense risk
and other charges		117			96			3,003			18			3,261
Annual administrative charges		2			2			47			17			32
Contingent deferred sales charges		7			6			123			56			108
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		43			34			1,220			383			829
Amortization of deferred charges		-			-			-			-			-
Total expenses		169			138			4,393			474			4,230
Net investment income (loss)		(56	)		(97	)		(1,954	)		(436	)		(966	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(142	)		(269	)		(9,007	)		(8	)		(4,615	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(142	)		(269	)		(9,007	)		(8	)		(4,615	)
Net unrealized appreciation
(depreciation) of investments		831			974			30,877			224			23,524
Net realized and unrealized gain (loss)
on investments		689			705			21,870			216			18,909
Net increase (decrease) in net assets
resulting from operations	$	633		$	608		$	19,916		$	(220	)	$	17,943

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		ING Strategic		ING Strategic				ING Strategic
		Allocation		Allocation				Allocation			ING Growth			ING Growth
		Conservative		Growth				Moderate			and Income			and Income
		Portfolio -		Portfolio -				Portfolio -			Portfolio -			Portfolio -
		Class S		Class S				Class S			Class I			Class S
Net investment income (loss)
Income:
Dividends	$	59		$	20		$	30		$	1		$	3,565
Total investment income		59			20			30			1			3,565
Expenses:
Mortality, expense risk
and other charges		14			6			8			1			7,327
Annual administrative charges		-			-			-			-			180
Contingent deferred sales charges		-			-			-			-			282
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		-			-			2			-			2,418
Amortization of deferred charges		-			-			-			-			-
Total expenses		14			6			10			1			10,207
Net investment income (loss)		45			14			20			-			(6,642	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(42	)		(50	)		(66	)		(2	)		(4,991	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(42	)		(50	)		(66	)		(2	)		(4,991	)
Net unrealized appreciation
(depreciation) of investments		130			98			116			15			57,770
Net realized and unrealized gain (loss)
on investments		88			48			50			13			52,779
Net increase (decrease) in net assets
resulting from operations	$	133		$	62		$	70		$	13		$	46,137

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		ING GET U.S.			ING GET U.S.			ING GET U.S.			ING GET U.S.			ING GET U.S.
		Core Portfolio -			Core Portfolio -			Core Portfolio -			Core Portfolio -			Core Portfolio -
		Series 5			Series 6			Series 7			Series 8			Series 9
Net investment income (loss)
Income:
Dividends	$	226		$	270		$	193		$	104		$	95
Total investment income		226			270			193			104			95
Expenses:
Mortality, expense risk
and other charges		255			239			173			86			85
Annual administrative charges		5			5			3			2			2
Contingent deferred sales charges		12			17			6			8			6
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		-			-			-			-			-
Amortization of deferred charges		-			-			-			-			-
Total expenses		272			261			182			96			93
Net investment income (loss)		(46	)		9			11			8			2

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(970	)		(945	)		(866	)		(409	)		(338	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(970	)		(945	)		(866	)		(409	)		(338	)
Net unrealized appreciation
(depreciation) of investments		993			931			900			420			419
Net realized and unrealized gain (loss)
on investments		23			(14	)		34			11			81
Net increase (decrease) in net assets
resulting from operations	$	(23	)	$	(5	)	$	45		$	19		$	83

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		ING GET U.S.			ING GET U.S.			ING GET U.S.			ING GET U.S.			ING GET U.S.
		Core Portfolio -			Core Portfolio -			Core Portfolio -			Core Portfolio -			Core Portfolio -
		Series 10			Series 11			Series 12			Series 13			Series 14
Net investment income (loss)
Income:
Dividends	$	97		$	126		$	58		$	355		$	1,566
Total investment income		97			126			58			355			1,566
Expenses:
Mortality, expense risk
and other charges		77			106			41			240			723
Annual administrative charges		1			1			1			8			17
Contingent deferred sales charges		8			2			1			4			11
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		-			-			-			-			-
Amortization of deferred charges		-			-			-			-			-
Total expenses		86			109			43			252			751
Net investment income (loss)		11			17			15			103			815

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(252	)		(293	)		(115	)		(209	)		(68	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(252	)		(293	)		(115	)		(209	)		(68	)
Net unrealized appreciation
(depreciation) of investments		312			414			176			791			1,300
Net realized and unrealized gain (loss)
on investments		60			121			61			582			1,232
Net increase (decrease) in net assets
resulting from operations	$	71		$	138		$	76		$	685		$	2,047

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		ING BlackRock
		Science and
		Technology			ING Euro									ING Index Plus
		Opportunities			STOXX 50			ING FTSE 100			ING Hang Seng			LargeCap
		Portfolio -			Index Portfolio -			Index Portfolio -			Index Portfolio -			Portfolio -
		Class S			Class A			Class A			Class S			Class S
Net investment income (loss)
Income:
Dividends	$	-		$	6		$	6		$	35		$	2,845
Total investment income		-			6			6			35			2,845
Expenses:
Mortality, expense risk
and other charges		3,964			42			35			1,041			2,459
Annual administrative charges		58			1			2			15			66
Contingent deferred sales charges		235			1			5			79			69
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		1,693			19			33			458			690
Amortization of deferred charges		-			-			-			-			-
Total expenses		5,950			63			75			1,593			3,284
Net investment income (loss)		(5,950	)		(57	)		(69	)		(1,558	)		(439	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(731	)		45			169			1,115			(14,359	)
Capital gains distributions		-			3			7			-			-
Total realized gain (loss) on investments
and capital gains distributions		(731	)		48			176			1,115			(14,359	)
Net unrealized appreciation
(depreciation) of investments		37,693			(60	)		183			2,737			31,703
Net realized and unrealized gain (loss)
on investments		36,962			(12	)		359			3,852			17,344
Net increase (decrease) in net assets
resulting from operations	$	31,012		$	(69	)	$	290		$	2,294		$	16,905

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


														ING
		ING Index Plus			ING Index Plus			ING			ING Japan			Opportunistic
		MidCap			SmallCap			International			TOPIX Index®			Large Cap
		Portfolio -			Portfolio -			Index Portfolio -			Portfolio -			Portfolio -
		Class S			Class S			Class S			Class A			Class S
Net investment income (loss)
Income:
Dividends	$	1,103		$	480		$	2,278		$	3		$	175
Total investment income		1,103			480			2,278			3			175
Expenses:
Mortality, expense risk
and other charges		2,082			1,587			965			81			106
Annual administrative charges		35			26			12			2			1
Contingent deferred sales charges		97			63			106			6			15
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		760			613			362			15			25
Amortization of deferred charges		-			-			-			-			-
Total expenses		2,974			2,289			1,445			104			147
Net investment income (loss)		(1,871	)		(1,809	)		833			(101	)		28

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(7,964	)		(6,416	)		3,016			(63	)		(4,925	)
Capital gains distributions		-			-			-			1			-
Total realized gain (loss) on investments
and capital gains distributions		(7,964	)		(6,416	)		3,016			(62	)		(4,925	)
Net unrealized appreciation
(depreciation) of investments		31,547			25,210			(3,261	)		717			4,089
Net realized and unrealized gain (loss)
on investments		23,583			18,794			(245	)		655			(836	)
Net increase (decrease) in net assets
resulting from operations	$	21,712		$	16,985		$	588		$	554		$	(808	)

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		ING Russell™			ING Russell™			ING Russell™		ING Russell™			ING Russell™
		Global Large			Large Cap			Large Cap		Large Cap			Mid Cap
		Cap Index 75%			Growth Index			Index		Value Index			Growth Index
		Portfolio -			Portfolio -			Portfolio -		Portfolio -			Portfolio -
		Class S			Class S			Class S		Class S			Class S
Net investment income (loss)
Income:
Dividends	$	80		$	767		$	11,996	$	488		$	804
Total investment income		80			767			11,996		488			804
Expenses:
Mortality, expense risk
and other charges		96			2,294			5,827		502			4,356
Annual administrative charges		-			50			154		10			114
Contingent deferred sales charges		9			140			276		57			175
Minimum death benefit guarantee charges		-			-			-		-			-
Other contract charges		42			987			1,476		115			1,276
Amortization of deferred charges		-			-			1		-			1
Total expenses		147			3,471			7,734		684			5,922
Net investment income (loss)		(67	)		(2,704	)		4,262		(196	)		(5,118	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		2,364			3,772			12,960		862			8,173
Capital gains distributions		1,361			-			-		3,285			2,414
Total realized gain (loss) on investments
and capital gains distributions		3,725			3,772			12,960		4,147			10,587
Net unrealized appreciation
(depreciation) of investments		(2,910	)		11,251			14,170		(1,913	)		48,180
Net realized and unrealized gain (loss)
on investments		815			15,023			27,130		2,234			58,767
Net increase (decrease) in net assets
resulting from operations	$	748		$	12,319		$	31,392	$	2,038		$	53,649

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


														ING
														WisdomTree^SM
		ING Russell™			ING Russell™			ING Small						Global High-
		Mid Cap Index			Small Cap			Company			ING U.S. Bond			Yielding Equity
		Portfolio -			Index Portfolio -			Portfolio -			Index Portfolio -			Index Portfolio -
		Class S			Class S			Class S			Class S			Class S
Net investment income (loss)
Income:
Dividends	$	521		$	630		$	289		$	5,963		$	6,863
Total investment income		521			630			289			5,963			6,863
Expenses:
Mortality, expense risk
and other charges		1,695			2,374			1,306			4,234			3,372
Annual administrative charges		20			40			15			50			38
Contingent deferred sales charges		78			161			74			466			227
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		643			931			521			1,698			1,603
Amortization of deferred charges		-			-			-			-			-
Total expenses		2,436			3,506			1,916			6,448			5,240
Net investment income (loss)		(1,915	)		(2,876	)		(1,627	)		(485	)		1,623

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		13,882			6,124			14,076			9,365			(17,524	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		13,882			6,124			14,076			9,365			(17,524	)
Net unrealized appreciation
(depreciation) of investments		6,499			21,586			4,507			(870	)		19,810
Net realized and unrealized gain (loss)
on investments		20,381			27,710			18,583			8,495			2,286
Net increase (decrease) in net assets
resulting from operations	$	18,466		$	24,834		$	16,956		$	8,010		$	3,909

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


													Legg Mason
		ING											ClearBridge
		International			ING MidCap			ING SmallCap					Variable Large
		Value			Opportunities			Opportunities			Invesco V.I.		Cap Value
		Portfolio -			Portfolio -			Portfolio -			Leisure Fund -		Portfolio -
		Class S			Class S			Class S			Series I Shares		Class I
Net investment income (loss)
Income:
Dividends	$	173		$	1,722		$	-		$	103		$	2
Total investment income		173			1,722			-			103			2
Expenses:
Mortality, expense risk
and other charges		98			5,511			1,040			342			1
Annual administrative charges		1			174			26			8			-
Contingent deferred sales charges		1			208			60			22			-
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		39			1,636			439			143			-
Amortization of deferred charges		-			-			-			-			-
Total expenses		139			7,529			1,565			515			1
Net investment income (loss)		34			(5,807	)		(1,565	)		(412	)		1

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(1,738	)		(994	)		1,363			(2,585	)		(4	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(1,738	)		(994	)		1,363			(2,585	)		(4	)
Net unrealized appreciation
(depreciation) of investments		1,740			88,470			15,997			6,413			8
Net realized and unrealized gain (loss)
on investments		2			87,476			17,360			3,828			4
Net increase (decrease) in net assets
resulting from operations	$	36		$	81,669		$	15,795		$	3,416		$	5

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		Legg Mason
		Global Currents
		Variable		Legg Mason				Legg Mason		Oppenheimer		PIMCO Real
		International		Western Asset				Western Asset		Main Street		Return
		All Cap		Variable High				Variable Money		Small Cap		Portfolio -
		Opportunity		Income				Market		Fund®/VA -		Administrative
		Portfolio		Portfolio				Portfolio		Service Class		Class
Net investment income (loss)
Income:
Dividends	$	1		$	7		$	-	$	7		$	174
Total investment income		1			7			-		7			174
Expenses:
Mortality, expense risk
and other charges		1			1			-		16			119
Annual administrative charges		-			-			-		-			1
Contingent deferred sales charges		-			-			-		-			1
Minimum death benefit guarantee charges		-			-			-		-			-
Other contract charges		-			-			-		7			31
Amortization of deferred charges		-			-			-		-			-
Total expenses		1			1			-		23			152
Net investment income (loss)		-			6			-		(16	)		22

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(12	)		(5	)		-		(56	)		6
Capital gains distributions		-			-			-		-			110
Total realized gain (loss) on investments
and capital gains distributions		(12	)		(5	)		-		(56	)		116
Net unrealized appreciation
(depreciation) of investments		12			9			-		400			623
Net realized and unrealized gain (loss)
on investments		-			4			-		344			739
Net increase (decrease) in net assets
resulting from operations	$	-		$	10		$	-	$	328		$	761

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


ING USA ANNUITY AND LIFE INSURANCE COMPANY
	SEPARATE ACCOUNT B
	Statements of Operations
For the year ended December 31, 2010
		(Dollars in thousands)


	Pioneer Equity							Wells Fargo
	Income VCT					ProFund VP		Advantage VT
		Portfolio -	ProFund VP		ProFund VP	Rising Rates		Omega Growth
		Class II		Bull	Europe 30	Opportunity		Fund - Class 2
Net investment income (loss)
Income:
Dividends	$	305	$	18 $	155	$	-	$	-
Total investment income		305		18	155		-		-
Expenses:
Mortality, expense risk
and other charges		153		256	162		199		7
Annual administrative charges		1		8	3		3		-
Contingent deferred sales charges		3		12	8		12		-
Minimum death benefit guarantee charges		-		-	-		-		-
Other contract charges		58		107	67		64		-
Amortization of deferred charges		-		-	-		-		-
Total expenses		215		383	240		278		7
Net investment income (loss)		90		(365)	(85)		(278)		(7)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(996)		(450)	(740)		(1,552)		6
Capital gains distributions		-		-	-		-		-
Total realized gain (loss) on investments
and capital gains distributions		(996)		(450)	(740)		(1,552)		6
Net unrealized appreciation
(depreciation) of investments		3,318		2,153	777		(628)		310
Net realized and unrealized gain (loss)
on investments		2,322		1,703	37		(2,180)		316
Net increase (decrease) in net assets
resulting from operations	$	2,412	$	1,338 $	(48)	$	(2,458)	$	309

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


						Wells Fargo
		Wells Fargo				Advantage VT				Wells Fargo			Wells Fargo		Wells Fargo
		Advantage VT				Index Asset				Advantage VT			Advantage VT		Advantage VT
		C&B Large Cap				Allocation				Intrinsic Value			Large Company		Money Market
		Value Fund			Fund	- Class 2			Fund	- Class 2			Growth Fund		Fund
Net investment income (loss)
Income:
Dividends	$	2		$		36		$		5		$	11		$	-
Total investment income		2				36				5			11			-
Expenses:
Mortality, expense risk
and other charges		2				35				13			14			-
Annual administrative charges		-				-				-			-			-
Contingent deferred sales charges		-				-				-			-			-
Minimum death benefit guarantee charges		-				-				-			-			-
Other contract charges		1				17				9			6			-
Amortization of deferred charges		-				-				-			-			-
Total expenses		3				52				22			20			-
Net investment income (loss)		(1	)			(16	)			(17	)		(9	)		-

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(22	)			(22	)			(29	)		(73	)		-
Capital gains distributions		-				-				-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(22	)			(22	)			(29	)		(73	)		-
Net unrealized appreciation
(depreciation) of investments		12				241				129			(65	)		-
Net realized and unrealized gain (loss)
on investments		(10	)			219				100			(138	)		-
Net increase (decrease) in net assets
resulting from operations	$	(11	)	$		203		$		83		$	(147	)	$	-

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2010
(Dollars in thousands)


		Wells Fargo
		Advantage VT			Wells Fargo
		Small Cap			Advantage VT
		Growth Fund -			Total Return
		Class 2			Bond Fund
Net investment income (loss)
Income:
Dividends	$	-		$	36
Total investment income		-			36
Expenses:
Mortality, expense risk
and other charges		8			19
Annual administrative charges		-			-
Contingent deferred sales charges		-			-
Minimum death benefit guarantee charges		-			-
Other contract charges		3			7
Amortization of deferred charges		-			-
Total expenses		11			26
Net investment income (loss)		(11	)		10

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(8	)		5
Capital gains distributions		-			29
Total realized gain (loss) on investments
and capital gains distributions		(8	)		34
Net unrealized appreciation
(depreciation) of investments		112			3
Net realized and unrealized gain (loss)
on investments		104			37
Net increase (decrease) in net assets
resulting from operations	$	93		$	47

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


								Columbia
		BlackRock			Columbia Asset			Federal			Columbia Large
		Global			Allocation			Securities Fund,			Cap Growth
		Allocation V.I.			Fund, Variable			Variable			Fund, Variable
		Fund - Class III			Series - Class A			Series - Class A			Series - Class A
Net assets at January 1, 2009	$	397,800		$	262		$	27		$	258

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,728	)		7			2			(2	)
Total realized gain (loss) on investments
and capital gains distributions		(6,491	)		(3	)		-			(3	)
Net unrealized appreciation (depreciation)
of investments		153,606			52			(1	)		87
Net increase (decrease) in net assets from operations		144,387			56			1			82
Changes from principal transactions:
Premiums		133,817			-			-			-
Death benefits		(4,568	)		-			-			(7	)
Surrenders and withdrawals		(17,228	)		(5	)		(6	)		(2	)
Transfers between Divisions
(including fixed account), net		321,397			(5	)		-			-
Increase (decrease) in net assets derived from
principal transactions		433,418			(10	)		(6	)		(9	)
Total increase (decrease) in net assets		577,805			46			(5	)		73
Net assets at December 31, 2009		975,605			308			22			331

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(13,908	)		2			1			(3	)
Total realized gain (loss) on investments
and capital gains distributions		5,907			(7	)		-			1
Net unrealized appreciation (depreciation)
of investments		80,227			36			-			51
Net increase (decrease) in net assets from operations		72,226			31			1			49
Changes from principal transactions:
Premiums		39,817			-			-			-
Death benefits		(5,818	)		-			-			(2	)
Surrenders and withdrawals		(44,458	)		(37	)		(4	)		(17	)
Transfers between Divisions
(including fixed account), net		115,670			1			-			-
Increase (decrease) in net assets derived from
principal transactions		105,211			(36	)		(4	)		(19	)
Total increase (decrease) in net assets		177,437			(5	)		(3	)		30
Net assets at December 31, 2010	$	1,153,042		$	303		$	19		$	361

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


					Columbia Small
		Columbia Small			Company			Fidelity® VIP			Fidelity® VIP
		Cap Value			Growth Fund,			Equity-Income			Contrafund®
		Fund, Variable			Variable			Portfolio -			Portfolio -
		Series - Class B			Series - Class A			Service Class 2			Service Class 2
Net assets at January 1, 2009	$	141,739		$	51		$	167,056		$	656,498

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,571	)		(1	)		(799	)		(9,570	)
Total realized gain (loss) on investments
and capital gains distributions		(10,509	)		(2	)		(20,914	)		(97,340	)
Net unrealized appreciation (depreciation)
of investments		39,355			10			60,712			315,224
Net increase (decrease) in net assets from operations		26,275			7			38,999			208,314
Changes from principal transactions:
Premiums		65			-			1,200			36,945
Death benefits		(1,659	)		(17	)		(2,297	)		(5,993	)
Surrenders and withdrawals		(5,785	)		(16	)		(8,937	)		(27,878	)
Transfers between Divisions
(including fixed account), net		(10,569	)		-			(12,767	)		(72,203	)
Increase (decrease) in net assets derived from
principal transactions		(17,948	)		(33	)		(22,801	)		(69,129	)
Total increase (decrease) in net assets		8,327			(26	)		16,198			139,185
Net assets at December 31, 2009		150,066			25			183,254			795,683

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,486	)		-			(1,516	)		(10,928	)
Total realized gain (loss) on investments
and capital gains distributions		(2,149	)		1			(10,528	)		(63,187	)
Net unrealized appreciation (depreciation)
of investments		36,552			5			32,195			174,292
Net increase (decrease) in net assets from operations		31,917			6			20,151			100,177
Changes from principal transactions:
Premiums		55			-			447			2,156
Death benefits		(1,686	)		-			(2,591	)		(6,481	)
Surrenders and withdrawals		(8,730	)		(2	)		(11,090	)		(39,917	)
Transfers between Divisions
(including fixed account), net		(9,444	)		(11	)		(8,786	)		(56,356	)
Increase (decrease) in net assets derived from
principal transactions		(19,805	)		(13	)		(22,020	)		(100,598	)
Total increase (decrease) in net assets		12,112			(7	)		(1,869	)		(421	)
Net assets at December 31, 2010	$	162,178		$	18		$	181,385		$	795,262

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


	Franklin Small							ING		ING American
		Cap Value		ING Balanced				Intermediate		Funds Asset
		Securities		Portfolio -			Bond Portfolio -			Allocation
	Fund - Class 2				Class S			Class S		Portfolio
Net assets at January 1, 2009	$	7,246		$	6,399		$	1,122,300		$	148,369

Increase (decrease) in net assets
Operations:
Net investment income (loss)		16			180			44,578			(2,157	)
Total realized gain (loss) on investments
and capital gains distributions		(22	)		(448	)		(25,677	)		(1,029	)
Net unrealized appreciation (depreciation)
of investments		2,746			1,277			77,998			54,499
Net increase (decrease) in net assets from operations		2,740			1,009			96,899			51,313
Changes from principal transactions:
Premiums		2,853			283			67,971			66,114
Death benefits		(129	)		(99	)		(12,576	)		(2,359	)
Surrenders and withdrawals		(338	)		(408	)		(74,361	)		(6,172	)
Transfers between Divisions
(including fixed account), net		(257	)		(285	)		41,079			48,943
Increase (decrease) in net assets derived from
principal transactions		2,129			(509	)		22,113			106,526
Total increase (decrease) in net assets		4,869			500			119,012			157,839
Net assets at December 31, 2009		12,115			6,899			1,241,312			306,208

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(104	)		85			28,447			(3,076	)
Total realized gain (loss) on investments
and capital gains distributions		(451	)		(376	)		(15,380	)		(2,417	)
Net unrealized appreciation (depreciation)
of investments		3,628			1,064			71,889			34,540
Net increase (decrease) in net assets from operations		3,073			773			84,956			29,047
Changes from principal transactions:
Premiums		549			65			21,199			13,680
Death benefits		(13	)		(67	)		(13,563	)		(3,724	)
Surrenders and withdrawals		(700	)		(873	)		(102,080	)		(12,092	)
Transfers between Divisions
(including fixed account), net		(640	)		(116	)		21,402			18,997
Increase (decrease) in net assets derived from
principal transactions		(804	)		(991	)		(73,042	)		16,861
Total increase (decrease) in net assets		2,269			(218	)		11,914			45,908
Net assets at December 31, 2010	$	14,384		$	6,681		$	1,253,226		$	352,116


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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


								ING American			ING American
		ING American			ING American			Funds Growth-			Funds
		Funds Bond			Funds Growth			Income			International
		Portfolio			Portfolio			Portfolio			Portfolio
Net assets at January 1, 2009	$	252,168		$	1,544,265		$	1,074,885		$	953,776

Increase (decrease) in net assets
Operations:
Net investment income (loss)		3,523			(12,912	)		(2,549	)		10,937
Total realized gain (loss) on investments
and capital gains distributions		(1,758	)		201,868			68,958			179,814
Net unrealized appreciation (depreciation)
of investments		34,679			356,847			228,716			174,029
Net increase (decrease) in net assets from operations		36,444			545,803			295,125			364,780
Changes from principal transactions:
Premiums		75,041			112,850			71,842			62,374
Death benefits		(2,949	)		(19,814	)		(18,164	)		(12,514	)
Surrenders and withdrawals		(16,202	)		(65,388	)		(44,684	)		(41,254	)
Transfers between Divisions
(including fixed account), net		139,875			(13,269	)		(2,615	)		60,133
Increase (decrease) in net assets derived from
principal transactions		195,765			14,379			6,379			68,739
Total increase (decrease) in net assets		232,209			560,182			301,504			433,519
Net assets at December 31, 2009		484,377			2,104,447			1,376,389			1,387,295

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(733	)		(51,430	)		(20,775	)		(20,339	)
Total realized gain (loss) on investments
and capital gains distributions		4,659			(10,588	)		(17,563	)		(8,092	)
Net unrealized appreciation (depreciation)
of investments		13,720			362,204			141,030			72,017
Net increase (decrease) in net assets from operations		17,646			300,186			102,692			43,586
Changes from principal transactions:
Premiums		18,744			36,991			24,508			24,023
Death benefits		(3,373	)		(17,796	)		(14,534	)		(12,099	)
Surrenders and withdrawals		(29,551	)		(105,469	)		(68,721	)		(65,659	)
Transfers between Divisions
(including fixed account), net		12,428			(16,843	)		(37,906	)		(21,479	)
Increase (decrease) in net assets derived from
principal transactions		(1,752	)		(103,117	)		(96,653	)		(75,214	)
Total increase (decrease) in net assets		15,894			197,069			6,039			(31,628	)
Net assets at December 31, 2010	$	500,271		$	2,301,516		$	1,382,428		$	1,355,667

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING American									ING BlackRock
		Funds World			ING Artio			ING Artio			Inflation
		Allocation			Foreign			Foreign			Protected Bond
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	13,128		$	499,269		$	38,955		$	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,090	)		3,851			80			432
Total realized gain (loss) on investments
and capital gains distributions		2,582			(27,947	)		(1,526	)		1,080
Net unrealized appreciation (depreciation)
of investments		14,266			106,632			7,567			2,623
Net increase (decrease) in net assets from operations		15,758			82,536			6,121			4,135
Changes from principal transactions:
Premiums		32,022			24,582			184			18,430
Death benefits		(381	)		(5,102	)		(305	)		(215	)
Surrenders and withdrawals		(1,313	)		(22,455	)		(901	)		(3,618	)
Transfers between Divisions
(including fixed account), net		42,865			22,826			2,683			140,669
Increase (decrease) in net assets derived from
principal transactions		73,193			19,851			1,661			155,266
Total increase (decrease) in net assets		88,951			102,387			7,782			159,401
Net assets at December 31, 2009		102,079			601,656			46,737			159,401

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,144	)		(13,448	)		(1,196	)		(1,855	)
Total realized gain (loss) on investments
and capital gains distributions		6,787			(37,266	)		(841	)		9,406
Net unrealized appreciation (depreciation)
of investments		7,916			67,844			3,569			(1,393	)
Net increase (decrease) in net assets from operations		12,559			17,130			1,532			6,158
Changes from principal transactions:
Premiums		8,352			11,285			66			9,966
Death benefits		(618	)		(5,900	)		(165	)		(2,038	)
Surrenders and withdrawals		(4,235	)		(34,820	)		(1,597	)		(17,903	)
Transfers between Divisions
(including fixed account), net		62,378			(46,328	)		(1,248	)		99,507
Increase (decrease) in net assets derived from
principal transactions		65,877			(75,763	)		(2,944	)		89,532
Total increase (decrease) in net assets		78,436			(58,633	)		(1,412	)		95,690
Net assets at December 31, 2010	$	180,515		$	543,023		$	45,325		$	255,091

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING BlackRock
		Large Cap			ING BlackRock			ING BlackRock			ING BlackRock
		Growth			Large Cap			Large Cap			Large Cap
		Portfolio -			Growth			Value			Value
		Institutional			Portfolio -			Portfolio -			Portfolio -
		Class			Service Class			Service Class			Service 2 Class
Net assets at January 1, 2009	$	131		$	94,345		$	27,597		$	2,212

Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			(2,504	)		(553	)		(55	)
Total realized gain (loss) on investments
and capital gains distributions		(11	)		(12,056	)		(3,536	)		(108	)
Net unrealized appreciation (depreciation)
of investments		49			42,442			6,048			344
Net increase (decrease) in net assets from operations		38			27,882			1,959			181
Changes from principal transactions:
Premiums		-			7,152			11			-
Death benefits		-			(1,087	)		(536	)		(53	)
Surrenders and withdrawals		(12	)		(5,837	)		(1,250	)		(101	)
Transfers between Divisions
(including fixed account), net		(9	)		7,710			(2,589	)		(50	)
Increase (decrease) in net assets derived from
principal transactions		(21	)		7,938			(4,364	)		(204	)
Total increase (decrease) in net assets		17			35,820			(2,405	)		(23	)
Net assets at December 31, 2009		148			130,165			25,192			2,189

Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			(2,867	)		(304	)		(33	)
Total realized gain (loss) on investments
and capital gains distributions		(5	)		(12,948	)		(1,123	)		(60	)
Net unrealized appreciation (depreciation)
of investments		24			27,371			3,257			248
Net increase (decrease) in net assets from operations		19			11,556			1,830			155
Changes from principal transactions:
Premiums		-			2,761			5			-
Death benefits		-			(1,501	)		(225	)		(18	)
Surrenders and withdrawals		(14	)		(8,710	)		(1,322	)		(224	)
Transfers between Divisions
(including fixed account), net		-			(2,280	)		(1,099	)		(13	)
Increase (decrease) in net assets derived from
principal transactions		(14	)		(9,730	)		(2,641	)		(255	)
Total increase (decrease) in net assets		5			1,826			(811	)		(100	)
Net assets at December 31, 2010	$	153		$	131,991		$	24,381		$	2,089

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING Clarion			ING Clarion
		Global Real			Global Real			ING Clarion			ING Clarion
		Estate			Estate			Real Estate			Real Estate
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service 2 Class			Service Class			Service 2 Class
Net assets at January 1, 2009	$	118,550		$	1,695		$	270,838		$	15,856

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(4	)		(10	)		3,726			149
Total realized gain (loss) on investments
and capital gains distributions		(21,929	)		(229	)		(49,240	)		(2,219	)
Net unrealized appreciation (depreciation)
of investments		59,954			807			121,520			6,801
Net increase (decrease) in net assets from operations		38,021			568			76,006			4,731
Changes from principal transactions:
Premiums		10,057			5			1,030			33
Death benefits		(930	)		-			(3,376	)		(158	)
Surrenders and withdrawals		(3,988	)		(73	)		(16,270	)		(465	)
Transfers between Divisions
(including fixed account), net		(10,674	)		104			(21,002	)		(1,161	)
Increase (decrease) in net assets derived from
principal transactions		(5,535	)		36			(39,618	)		(1,751	)
Total increase (decrease) in net assets		32,486			604			36,388			2,980
Net assets at December 31, 2009		151,036			2,299			307,226			18,836

Increase (decrease) in net assets
Operations:
Net investment income (loss)		8,952			130			2,788			107
Total realized gain (loss) on investments
and capital gains distributions		(12,871	)		(214	)		(41,124	)		(1,222	)
Net unrealized appreciation (depreciation)
of investments		21,303			340			107,984			5,386
Net increase (decrease) in net assets from operations		17,384			256			69,648			4,271
Changes from principal transactions:
Premiums		306			-			126			1
Death benefits		(1,239	)		(23	)		(4,757	)		(129	)
Surrenders and withdrawals		(6,675	)		(66	)		(26,651	)		(801	)
Transfers between Divisions
(including fixed account), net		(12,113	)		(202	)		(23,292	)		(1,147	)
Increase (decrease) in net assets derived from
principal transactions		(19,721	)		(291	)		(54,574	)		(2,076	)
Total increase (decrease) in net assets		(2,337	)		(35	)		15,074			2,195
Net assets at December 31, 2010	$	148,699		$	2,264		$	322,300		$	21,031

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING DFA			ING FMR^SM			ING FMR^SM			ING Franklin
		World Equity			Diversified Mid			Diversified Mid			Income
		Portfolio -			Cap Portfolio -			Cap Portfolio -			Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	130,749		$	581,082		$	25,387		$	288,417

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(3,620	)		(12,891	)		(705	)		14,845
Total realized gain (loss) on investments
and capital gains distributions		(19,278	)		(28,190	)		(869	)		(12,855	)
Net unrealized appreciation (depreciation)
of investments		48,080			241,241			10,062			88,813
Net increase (decrease) in net assets from operations		25,182			200,160			8,488			90,803
Changes from principal transactions:
Premiums		13,138			20,215			79			20,434
Death benefits		(653	)		(9,250	)		(372	)		(4,819	)
Surrenders and withdrawals		(3,373	)		(37,819	)		(743	)		(18,221	)
Transfers between Divisions
(including fixed account), net		(10,732	)		11,618			(403	)		55,039
Increase (decrease) in net assets derived from
principal transactions		(1,620	)		(15,236	)		(1,439	)		52,433
Total increase (decrease) in net assets		23,562			184,924			7,049			143,236
Net assets at December 31, 2009		154,311			766,006			32,436			431,653

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,371	)		(17,578	)		(916	)		12,055
Total realized gain (loss) on investments
and capital gains distributions		(9,140	)		(4,283	)		4			(14,915	)
Net unrealized appreciation (depreciation)
of investments		45,833			198,771			8,557			45,243
Net increase (decrease) in net assets from operations		35,322			176,910			7,645			42,383
Changes from principal transactions:
Premiums		4,224			8,802			37			8,409
Death benefits		(789	)		(12,573	)		(289	)		(6,359	)
Surrenders and withdrawals		(6,521	)		(61,121	)		(1,659	)		(29,933	)
Transfers between Divisions
(including fixed account), net		35,907			1,096			(835	)		2,785
Increase (decrease) in net assets derived from
principal transactions		32,821			(63,796	)		(2,746	)		(25,098	)
Total increase (decrease) in net assets		68,143			113,114			4,899			17,285
Net assets at December 31, 2010	$	222,454		$	879,120		$	37,335		$	448,938

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


								ING Franklin
								Templeton
		ING Franklin			ING Franklin			Founding			ING Global
		Income			Mutual Shares			Strategy			Resources
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service Class			Service Class
Net assets at January 1, 2009	$	5,852		$	146,314		$	684,019		$	547,001

Increase (decrease) in net assets
Operations:
Net investment income (loss)		270			(3,770	)		2,365			(14,498	)
Total realized gain (loss) on investments
and capital gains distributions		(883	)		(13,244	)		(22,951	)		(48,883	)
Net unrealized appreciation (depreciation)
of investments		2,414			52,591			202,439			251,057
Net increase (decrease) in net assets from operations		1,801			35,577			181,853			187,676
Changes from principal transactions:
Premiums		42			11,316			36,831			23,197
Death benefits		(20	)		(2,206	)		(6,783	)		(5,280	)
Surrenders and withdrawals		(115	)		(5,918	)		(20,041	)		(27,040	)
Transfers between Divisions
(including fixed account), net		297			2,456			(25,988	)		(33,493	)
Increase (decrease) in net assets derived from
principal transactions		204			5,648			(15,981	)		(42,616	)
Total increase (decrease) in net assets		2,005			41,225			165,872			145,060
Net assets at December 31, 2009		7,857			187,539			849,891			692,061

Increase (decrease) in net assets
Operations:
Net investment income (loss)		184			(3,884	)		(475	)		(10,250	)
Total realized gain (loss) on investments
and capital gains distributions		(356	)		(6,678	)		(21,543	)		(41,252	)
Net unrealized appreciation (depreciation)
of investments		911			26,730			84,632			151,810
Net increase (decrease) in net assets from operations		739			16,168			62,614			100,308
Changes from principal transactions:
Premiums		49			3,624			12,761			183
Death benefits		(6	)		(1,731	)		(7,792	)		(7,352	)
Surrenders and withdrawals		(606	)		(9,462	)		(32,473	)		(40,013	)
Transfers between Divisions
(including fixed account), net		950			4,540			(27,986	)		(91,656	)
Increase (decrease) in net assets derived from
principal transactions		387			(3,029	)		(55,490	)		(138,838	)
Total increase (decrease) in net assets		1,126			13,139			7,124			(38,530	)
Net assets at December 31, 2010	$	8,983		$	200,678		$	857,015		$	653,531

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


											ING JPMorgan
		ING Global			ING Janus			ING Janus			Emerging
		Resources			Contrarian			Contrarian			Markets Equity
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	22,531		$	407,973		$	18,745		$	414,868

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(706	)		(8,213	)		(490	)		(6,551	)
Total realized gain (loss) on investments
and capital gains distributions		(490	)		(89,271	)		(3,292	)		11,967
Net unrealized appreciation (depreciation)
of investments		8,414			218,338			9,247			287,371
Net increase (decrease) in net assets from operations		7,218			120,854			5,465			292,787
Changes from principal transactions:
Premiums		58			13,395			43			22,967
Death benefits		(267	)		(4,930	)		(186	)		(6,490	)
Surrenders and withdrawals		(809	)		(19,225	)		(564	)		(23,885	)
Transfers between Divisions
(including fixed account), net		(242	)		(57,794	)		(1,647	)		(7,800	)
Increase (decrease) in net assets derived from
principal transactions		(1,260	)		(68,554	)		(2,354	)		(15,208	)
Total increase (decrease) in net assets		5,958			52,300			3,111			277,579
Net assets at December 31, 2009		28,489			460,273			21,856			692,447

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(520	)		(11,101	)		(601	)		(12,947	)
Total realized gain (loss) on investments
and capital gains distributions		(88	)		(43,922	)		(1,251	)		57,024
Net unrealized appreciation (depreciation)
of investments		5,354			100,869			4,066			53,580
Net increase (decrease) in net assets from operations		4,746			45,846			2,214			97,657
Changes from principal transactions:
Premiums		-			172			1			1,976
Death benefits		(55	)		(5,737	)		(89	)		(6,056	)
Surrenders and withdrawals		(1,287	)		(29,559	)		(831	)		(41,773	)
Transfers between Divisions
(including fixed account), net		(1,360	)		(31,696	)		(665	)		(86,463	)
Increase (decrease) in net assets derived from
principal transactions		(2,702	)		(66,820	)		(1,584	)		(132,316	)
Total increase (decrease) in net assets		2,044			(20,974	)		630			(34,659	)
Net assets at December 31, 2010	$	30,533		$	439,299		$	22,486		$	657,788

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING JPMorgan			ING JPMorgan			ING JPMorgan
		Emerging			Small Cap Core			Small Cap Core			ING Large Cap
		Markets Equity			Equity			Equity			Growth
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	20,686		$	126,323		$	30,008		$	8,916

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(456	)		(2,930	)		(805	)		(889	)
Total realized gain (loss) on investments
and capital gains distributions		1,033			(5,968	)		(276	)		(215	)
Net unrealized appreciation (depreciation)
of investments		13,106			37,207			7,627			17,391
Net increase (decrease) in net assets from operations		13,683			28,309			6,546			16,287
Changes from principal transactions:
Premiums		277			2,552			4			6,378
Death benefits		(220	)		(1,432	)		(392	)		(271	)
Surrenders and withdrawals		(610	)		(5,227	)		(747	)		(2,612	)
Transfers between Divisions
(including fixed account), net		(480	)		2,998			(1,193	)		64,738
Increase (decrease) in net assets derived from
principal transactions		(1,033	)		(1,109	)		(2,328	)		68,233
Total increase (decrease) in net assets		12,650			27,200			4,218			84,520
Net assets at December 31, 2009		33,336			153,523			34,226			93,436

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(739	)		(4,375	)		(930	)		(2,364	)
Total realized gain (loss) on investments
and capital gains distributions		3,478			(8,135	)		(127	)		9,661
Net unrealized appreciation (depreciation)
of investments		2,504			54,337			8,527			4,067
Net increase (decrease) in net assets from operations		5,243			41,827			7,470			11,364
Changes from principal transactions:
Premiums		1			2,695			2			3,859
Death benefits		(151	)		(1,574	)		(231	)		(598	)
Surrenders and withdrawals		(1,190	)		(11,519	)		(1,277	)		(5,914	)
Transfers between Divisions
(including fixed account), net		(1,753	)		72,459			(1,652	)		19,769
Increase (decrease) in net assets derived from
principal transactions		(3,093	)		62,061			(3,158	)		17,116
Total increase (decrease) in net assets		2,150			103,888			4,312			28,480
Net assets at December 31, 2010	$	35,486		$	257,411		$	38,538		$	121,916

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING Large Cap			ING Limited			ING Liquid			ING Liquid
		Growth			Maturity Bond			Assets			Assets
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service Class			Service 2 Class
Net assets at January 1, 2009	$	802		$	130,395		$	2,331,467		$	56,288

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(24	)		3,474			(49,582	)		(1,256	)
Total realized gain (loss) on investments
and capital gains distributions		(26	)		(1,994	)		4,075			87
Net unrealized appreciation (depreciation)
of investments		312			4,524			-			-
Net increase (decrease) in net assets from operations		262			6,004			(45,507	)		(1,169	)
Changes from principal transactions:
Premiums		-			16			287,399			16
Death benefits		(11	)		(3,668	)		(34,309	)		(1,027	)
Surrenders and withdrawals		(8	)		(14,710	)		(443,285	)		(8,361	)
Transfers between Divisions
(including fixed account), net		(166	)		(4,289	)		(600,801	)		(13,429	)
Increase (decrease) in net assets derived from
principal transactions		(185	)		(22,651	)		(790,996	)		(22,801	)
Total increase (decrease) in net assets		77			(16,647	)		(836,503	)		(23,970	)
Net assets at December 31, 2009		879			113,748			1,494,964			32,318

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(25	)		1,843			(33,842	)		(761	)
Total realized gain (loss) on investments
and capital gains distributions		8			(2,701	)		46			1
Net unrealized appreciation (depreciation)
of investments		101			2,199			-			-
Net increase (decrease) in net assets from operations		84			1,341			(33,796	)		(760	)
Changes from principal transactions:
Premiums		-			24			40,411			48
Death benefits		(5	)		(3,395	)		(23,149	)		(297	)
Surrenders and withdrawals		(55	)		(14,364	)		(359,952	)		(8,624	)
Transfers between Divisions
(including fixed account), net		(17	)		(2,525	)		(54,884	)		342
Increase (decrease) in net assets derived from
principal transactions		(77	)		(20,260	)		(397,574	)		(8,531	)
Total increase (decrease) in net assets		7			(18,919	)		(431,370	)		(9,291	)
Net assets at December 31, 2010	$	886		$	94,829		$	1,063,594		$	23,027

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING Lord			ING Lord
		Abbett Growth			Abbett Growth			ING Marsico			ING Marsico
		and Income			and Income			Growth			Growth
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service 2 Class			Service Class			Service 2 Class
Net assets at January 1, 2009	$	58,611		$	1,892		$	397,436		$	14,277

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(887	)		(37	)		(5,973	)		(323	)
Total realized gain (loss) on investments
and capital gains distributions		(5,214	)		(178	)		10,411			(133	)
Net unrealized appreciation (depreciation)
of investments		13,521			477			92,547			4,078
Net increase (decrease) in net assets from operations		7,420			262			96,985			3,622
Changes from principal transactions:
Premiums		12			-			15,339			24
Death benefits		(745	)		(9	)		(8,163	)		(136	)
Surrenders and withdrawals		(3,940	)		(26	)		(26,564	)		(481	)
Transfers between Divisions
(including fixed account), net		(3,657	)		(128	)		(14,596	)		174
Increase (decrease) in net assets derived from
principal transactions		(8,330	)		(163	)		(33,984	)		(419	)
Total increase (decrease) in net assets		(910	)		99			63,001			3,203
Net assets at December 31, 2009		57,701			1,991			460,437			17,480

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(997	)		(43	)		(7,864	)		(397	)
Total realized gain (loss) on investments
and capital gains distributions		(3,306	)		(72	)		22,836			371
Net unrealized appreciation (depreciation)
of investments		11,792			383			57,749			2,737
Net increase (decrease) in net assets from operations		7,489			268			72,721			2,711
Changes from principal transactions:
Premiums		4			-			4,660			14
Death benefits		(1,366	)		-			(9,494	)		(138	)
Surrenders and withdrawals		(5,470	)		(84	)		(37,012	)		(632	)
Transfers between Divisions
(including fixed account), net		(1,915	)		(42	)		11,650			(666	)
Increase (decrease) in net assets derived from
principal transactions		(8,747	)		(126	)		(30,196	)		(1,422	)
Total increase (decrease) in net assets		(1,258	)		142			42,525			1,289
Net assets at December 31, 2010	$	56,443		$	2,133		$	502,962		$	18,769

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING Marsico
		International			ING MFS Total			ING MFS Total			ING MFS
		Opportunities			Return			Return			Utilities
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	160,191		$	740,739		$	32,705		$	347,825

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,356	)		1,590			(149	)		10,552
Total realized gain (loss) on investments
and capital gains distributions		(22,978	)		(26,042	)		(2,166	)		(15,443	)
Net unrealized appreciation (depreciation)
of investments		74,292			131,083			6,589			99,841
Net increase (decrease) in net assets from operations		48,958			106,631			4,274			94,950
Changes from principal transactions:
Premiums		3,683			27,138			145			21,609
Death benefits		(1,841	)		(16,531	)		(287	)		(3,503	)
Surrenders and withdrawals		(6,281	)		(56,883	)		(1,136	)		(16,853	)
Transfers between Divisions
(including fixed account), net		(28,844	)		(3,508	)		(1,366	)		(27,390	)
Increase (decrease) in net assets derived from
principal transactions		(33,283	)		(49,784	)		(2,644	)		(26,137	)
Total increase (decrease) in net assets		15,675			56,847			1,630			68,813
Net assets at December 31, 2009		175,866			797,586			34,335			416,638

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,794	)		(13,917	)		(769	)		69
Total realized gain (loss) on investments
and capital gains distributions		(16,229	)		(14,725	)		(1,159	)		(17,954	)
Net unrealized appreciation (depreciation)
of investments		33,704			81,411			4,118			59,196
Net increase (decrease) in net assets from operations		15,681			52,769			2,190			41,311
Changes from principal transactions:
Premiums		113			9,395			24			9,602
Death benefits		(1,772	)		(19,620	)		(247	)		(4,106	)
Surrenders and withdrawals		(8,714	)		(71,711	)		(1,386	)		(26,702	)
Transfers between Divisions
(including fixed account), net		(15,117	)		(25,556	)		(405	)		(5,151	)
Increase (decrease) in net assets derived from
principal transactions		(25,490	)		(107,492	)		(2,014	)		(26,357	)
Total increase (decrease) in net assets		(9,809	)		(54,723	)		176			14,954
Net assets at December 31, 2010	$	166,057		$	742,863		$	34,511		$	431,592

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


								ING Morgan			ING
		ING Morgan			ING Morgan			Stanley Global			Oppenheimer
		Stanley Global			Stanley Global			Tactical Asset			Active
		Franchise			Franchise			Allocation			Allocation
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service 2 Class			Service Class			Service Class
Net assets at January 1, 2009	$	215,647		$	53,281		$	2,725		$	3,471

Increase (decrease) in net assets
Operations:
Net investment income (loss)		10,144			2,263			181			(193	)
Total realized gain (loss) on investments
and capital gains distributions		164			1,293			972			115
Net unrealized appreciation (depreciation)
of investments		43,610			8,737			2,795			3,983
Net increase (decrease) in net assets from operations		53,918			12,293			3,948			3,905
Changes from principal transactions:
Premiums		8,369			257			8,159			8,893
Death benefits		(2,260	)		(674	)		(188	)		(72	)
Surrenders and withdrawals		(10,640	)		(2,650	)		(518	)		(290	)
Transfers between Divisions
(including fixed account), net		7,570			(1,607	)		27,630			7,625
Increase (decrease) in net assets derived from
principal transactions		3,039			(4,674	)		35,083			16,156
Total increase (decrease) in net assets		56,957			7,619			39,031			20,061
Net assets at December 31, 2009		272,604			60,900			41,756			23,532

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(6,123	)		(1,464	)		(899	)		(228	)
Total realized gain (loss) on investments
and capital gains distributions		(3,097	)		915			4,072			2,265
Net unrealized appreciation (depreciation)
of investments		38,217			6,740			(241	)		2,269
Net increase (decrease) in net assets from operations		28,997			6,191			2,932			4,306
Changes from principal transactions:
Premiums		4,221			174			2,137			2,544
Death benefits		(2,317	)		(332	)		(335	)		(18	)
Surrenders and withdrawals		(16,288	)		(3,670	)		(2,683	)		(1,303	)
Transfers between Divisions
(including fixed account), net		38,930			(499	)		23,297			30,962
Increase (decrease) in net assets derived from
principal transactions		24,546			(4,327	)		22,416			32,185
Total increase (decrease) in net assets		53,543			1,864			25,348			36,491
Net assets at December 31, 2010	$	326,147		$	62,764		$	67,104		$	60,023

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING PIMCO			ING PIMCO			ING PIMCO
		High Yield			Total Return			Total Return			ING Pioneer
		Portfolio -			Bond Portfolio -			Bond Portfolio -			Fund Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	326,164		$	2,112,274		$	61,403		$	45,727

Increase (decrease) in net assets
Operations:
Net investment income (loss)		22,149			37,843			659			(590	)
Total realized gain (loss) on investments
and capital gains distributions		(18,648	)		97,813			2,662			(2,250	)
Net unrealized appreciation (depreciation)
of investments		132,752			159,164			4,065			11,780
Net increase (decrease) in net assets from operations		136,253			294,820			7,386			8,940
Changes from principal transactions:
Premiums		694			226,311			141			1,180
Death benefits		(6,389	)		(26,940	)		(741	)		(683	)
Surrenders and withdrawals		(27,471	)		(171,566	)		(3,914	)		(2,538	)
Transfers between Divisions
(including fixed account), net		(29,226	)		547,171			9,612			(678	)
Increase (decrease) in net assets derived from
principal transactions		(62,392	)		574,976			5,098			(2,719	)
Total increase (decrease) in net assets		73,861			869,796			12,484			6,221
Net assets at December 31, 2009		400,025			2,982,070			73,887			51,948

Increase (decrease) in net assets
Operations:
Net investment income (loss)		23,042			66,401			1,323			(711	)
Total realized gain (loss) on investments
and capital gains distributions		(1,773	)		166,547			4,037			(747	)
Net unrealized appreciation (depreciation)
of investments		27,518			(75,929	)		(1,803	)		7,731
Net increase (decrease) in net assets from operations		48,787			157,019			3,557			6,273
Changes from principal transactions:
Premiums		2,106			70,518			90			384
Death benefits		(9,215	)		(32,274	)		(603	)		(741	)
Surrenders and withdrawals		(42,188	)		(233,993	)		(7,411	)		(3,410	)
Transfers between Divisions
(including fixed account), net		120,471			51,890			3,734			3,484
Increase (decrease) in net assets derived from
principal transactions		71,174			(143,859	)		(4,190	)		(283	)
Total increase (decrease) in net assets		119,961			13,160			(633	)		5,990
Net assets at December 31, 2010	$	519,986		$	2,995,230		$	73,254		$	57,938

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


											ING Retirement
		ING Pioneer			ING Retirement			ING Retirement			Moderate
		Mid Cap Value			Conservative			Growth			Growth
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Adviser Class			Adviser Class			Adviser Class
Net assets at January 1, 2009	$	494,199		$	-		$	-		$	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(6,483	)		(1,973	)		(23,705	)		(15,066	)
Total realized gain (loss) on investments
and capital gains distributions		(21,539	)		137			(53	)		(177	)
Net unrealized appreciation (depreciation)
of investments		130,193			4,284			87,859			52,262
Net increase (decrease) in net assets from operations		102,171			2,448			64,101			37,019
Changes from principal transactions:
Premiums		15,034			6,260			26,456			29,643
Death benefits		(7,687	)		(376	)		(7,788	)		(6,469	)
Surrenders and withdrawals		(26,451	)		(3,853	)		(23,452	)		(19,462	)
Transfers between Divisions
(including fixed account), net		(13,280	)		395,943			4,475,095			3,067,494
Increase (decrease) in net assets derived from
principal transactions		(32,384	)		397,974			4,470,311			3,071,206
Total increase (decrease) in net assets		69,787			400,422			4,534,412			3,108,225
Net assets at December 31, 2009		563,986			400,422			4,534,412			3,108,225

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(8,851	)		(10,876	)		(103,142	)		(64,789	)
Total realized gain (loss) on investments
and capital gains distributions		(8,551	)		7,064			14,110			11,281
Net unrealized appreciation (depreciation)
of investments		94,301			28,820			454,929			296,213
Net increase (decrease) in net assets from operations		76,899			25,008			365,897			242,705
Changes from principal transactions:
Premiums		4,453			14,393			75,146			51,853
Death benefits		(7,825	)		(4,970	)		(47,977	)		(36,012	)
Surrenders and withdrawals		(36,558	)		(27,035	)		(159,809	)		(153,807	)
Transfers between Divisions
(including fixed account), net		(28,506	)		62,985			(155,942	)		(27,444	)
Increase (decrease) in net assets derived from
principal transactions		(68,436	)		45,373			(288,582	)		(165,410	)
Total increase (decrease) in net assets		8,463			70,381			77,315			77,295
Net assets at December 31, 2010	$	572,449		$	470,803		$	4,611,727		$	3,185,520

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


					ING T. Rowe			ING T. Rowe			ING T. Rowe
		ING Retirement			Price Capital			Price Capital			Price Equity
		Moderate			Appreciation			Appreciation			Income
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Adviser Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	-		$	1,962,032		$	69,529		$	553,960

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(8,809	)		(12,271	)		(827	)		(3,663	)
Total realized gain (loss) on investments
and capital gains distributions		(14	)		(10,212	)		(2,736	)		(13,272	)
Net unrealized appreciation (depreciation)
of investments		25,403			598,703			22,878			132,250
Net increase (decrease) in net assets from operations		16,580			576,220			19,315			115,315
Changes from principal transactions:
Premiums		15,025			109,359			213			20,160
Death benefits		(4,520	)		(27,799	)		(785	)		(9,124	)
Surrenders and withdrawals		(14,835	)		(125,472	)		(2,865	)		(32,322	)
Transfers between Divisions
(including fixed account), net		1,822,699			19,008			(2,059	)		4,571
Increase (decrease) in net assets derived from
principal transactions		1,818,369			(24,904	)		(5,496	)		(16,715	)
Total increase (decrease) in net assets		1,834,949			551,316			13,819			98,600
Net assets at December 31, 2009		1,834,949			2,513,348			83,348			652,560

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(35,244	)		(20,452	)		(1,058	)		(4,786	)
Total realized gain (loss) on investments
and capital gains distributions		7,515			36,663			(1,826	)		(1,343	)
Net unrealized appreciation (depreciation)
of investments		145,924			251,543			11,276			79,450
Net increase (decrease) in net assets from operations		118,195			267,754			8,392			73,321
Changes from principal transactions:
Premiums		29,311			44,845			161			6,727
Death benefits		(21,783	)		(30,970	)		(885	)		(11,745	)
Surrenders and withdrawals		(106,412	)		(180,672	)		(5,875	)		(46,453	)
Transfers between Divisions
(including fixed account), net		(31,228	)		22,098			(1,655	)		10,658
Increase (decrease) in net assets derived from
principal transactions		(130,112	)		(144,699	)		(8,254	)		(40,813	)
Total increase (decrease) in net assets		(11,917	)		123,055			138			32,508
Net assets at December 31, 2010	$	1,823,032		$	2,636,403		$	83,486		$	685,068

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


											ING Van
		ING T. Rowe									Kampen
		Price Equity			ING Templeton			ING Templeton			Growth and
		Income			Global Growth			Global Growth			Income
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	20,160		$	234,440		$	3,738		$	428,956

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(247	)		(380	)		(33	)		(3,853	)
Total realized gain (loss) on investments
and capital gains distributions		(1,180	)		669			(158	)		(27,909	)
Net unrealized appreciation (depreciation)
of investments		5,403			65,048			1,222			116,163
Net increase (decrease) in net assets from operations		3,976			65,337			1,031			84,401
Changes from principal transactions:
Premiums		65			9,446			18			17,402
Death benefits		(165	)		(4,188	)		(45	)		(9,116	)
Surrenders and withdrawals		(1,062	)		(13,670	)		(118	)		(29,755	)
Transfers between Divisions
(including fixed account), net		(535	)		8,098			67			(9,714	)
Increase (decrease) in net assets derived from
principal transactions		(1,697	)		(314	)		(78	)		(31,183	)
Total increase (decrease) in net assets		2,279			65,023			953			53,218
Net assets at December 31, 2009		22,439			299,463			4,691			482,174

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(266	)		(2,282	)		(59	)		(8,761	)
Total realized gain (loss) on investments
and capital gains distributions		(529	)		7,209			(111	)		(534	)
Net unrealized appreciation (depreciation)
of investments		3,345			8,384			363			51,923
Net increase (decrease) in net assets from operations		2,550			13,311			193			42,628
Changes from principal transactions:
Premiums		24			2,837			36			3,901
Death benefits		(98	)		(5,466	)		(23	)		(10,461	)
Surrenders and withdrawals		(1,189	)		(21,025	)		(175	)		(38,261	)
Transfers between Divisions
(including fixed account), net		196			(2,715	)		10			(19,555	)
Increase (decrease) in net assets derived from
principal transactions		(1,067	)		(26,369	)		(152	)		(64,376	)
Total increase (decrease) in net assets		1,483			(13,058	)		41			(21,748	)
Net assets at December 31, 2010	$	23,922		$	286,405		$	4,732		$	460,426

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING Van
		Kampen			ING Wells			ING Wells		ING Wells
		Growth and			Fargo			Fargo Small		Fargo Small
		Income			HealthCare			Cap Disciplined Cap Disciplined
		Portfolio -			Portfolio -			Portfolio -		Portfolio -
		Service 2 Class			Service Class			Service Class		Service 2 Class
Net assets at January 1, 2009	$	44,662		$	164,749		$	6,594		$	369

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(726	)		(4,420	)		(189	)		(9	)
Total realized gain (loss) on investments
and capital gains distributions		(1,677	)		(8,794	)		(3,325	)		(30	)
Net unrealized appreciation (depreciation)
of investments		11,062			38,662			5,929			129
Net increase (decrease) in net assets from operations		8,659			25,448			2,415			90
Changes from principal transactions:
Premiums		139			9,457			1,109			-
Death benefits		(476	)		(1,196	)		(82	)		-
Surrenders and withdrawals		(1,605	)		(7,477	)		(424	)		(9	)
Transfers between Divisions
(including fixed account), net		(30	)		(11,165	)		6,917			(25	)
Increase (decrease) in net assets derived from
principal transactions		(1,972	)		(10,381	)		7,520			(34	)
Total increase (decrease) in net assets		6,687			15,067			9,935			56
Net assets at December 31, 2009		51,349			179,816			16,529			425

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,226	)		(4,517	)		(208	)		(6	)
Total realized gain (loss) on investments
and capital gains distributions		(637	)		(3,202	)		(391	)		(168	)
Net unrealized appreciation (depreciation)
of investments		6,418			13,238			(1,111	)		144
Net increase (decrease) in net assets from operations		4,555			5,519			(1,710	)		(30	)
Changes from principal transactions:
Premiums		26			3,412			551			-
Death benefits		(455	)		(1,736	)		(26	)		-
Surrenders and withdrawals		(2,377	)		(9,998	)		(655	)		(5	)
Transfers between Divisions
(including fixed account), net		(528	)		(9,802	)		(14,689	)		(390	)
Increase (decrease) in net assets derived from
principal transactions		(3,334	)		(18,124	)		(14,819	)		(395	)
Total increase (decrease) in net assets		1,221			(12,605	)		(16,529	)		(425	)
Net assets at December 31, 2010	$	52,570		$	167,211		$	-		$	-

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


					ING American			ING Baron			ING Columbia
					Century Small-			Small Cap			Small Cap
		ING Diversified			Mid Cap Value			Growth			Value
		International			Portfolio -			Portfolio -			Portfolio -
		Fund - Class R			Service Class			Service Class			Service Class
Net assets at January 1, 2009	$	182		$	404		$	177,288		$	136,090

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2	)		7			(5,832	)		(2,055	)
Total realized gain (loss) on investments
and capital gains distributions		(31	)		(116	)		(13,593	)		(19,844	)
Net unrealized appreciation (depreciation)
of investments		82			688			84,871			53,172
Net increase (decrease) in net assets from operations		49			579			65,446			31,273
Changes from principal transactions:
Premiums		-			924			20,614			8,372
Death benefits		-			(22	)		(2,327	)		(1,226	)
Surrenders and withdrawals		(6	)		(86	)		(8,850	)		(5,581	)
Transfers between Divisions
(including fixed account), net		(22	)		252			36,076			(12,598	)
Increase (decrease) in net assets derived from
principal transactions		(28	)		1,068			45,513			(11,033	)
Total increase (decrease) in net assets		21			1,647			110,959			20,240
Net assets at December 31, 2009		203			2,051			288,247			156,330

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2	)		(13	)		(7,479	)		(2,036	)
Total realized gain (loss) on investments
and capital gains distributions		(23	)		(10	)		(12,141	)		(5,961	)
Net unrealized appreciation (depreciation)
of investments		37			503			82,791			37,638
Net increase (decrease) in net assets from operations		12			480			63,171			29,641
Changes from principal transactions:
Premiums		-			271			6,413			12
Death benefits		-			-			(2,170	)		(1,250	)
Surrenders and withdrawals		(5	)		(216	)		(14,473	)		(7,381	)
Transfers between Divisions
(including fixed account), net		(32	)		461			1,015			(23,435	)
Increase (decrease) in net assets derived from
principal transactions		(37	)		516			(9,215	)		(32,054	)
Total increase (decrease) in net assets		(25	)		996			53,956			(2,413	)
Net assets at December 31, 2010	$	178		$	3,047		$	342,203		$	153,917

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


								ING Legg
								Mason
								ClearBridge			ING
		ING Davis New			ING JPMorgan			Aggressive			Oppenheimer
		York Venture			Mid Cap Value			Growth			Global
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service Class			Initial Class
Net assets at January 1, 2009	$	185,900		$	35,664		$	79,359		$	6,611

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(3,984	)		(397	)		(2,306	)		73
Total realized gain (loss) on investments
and capital gains distributions		(9,833	)		(4,201	)		(1,541	)		(206	)
Net unrealized appreciation (depreciation)
of investments		72,285			17,143			24,464			2,273
Net increase (decrease) in net assets from operations		58,468			12,545			20,617			2,140
Changes from principal transactions:
Premiums		24,470			10,696			124			(1	)
Death benefits		(2,666	)		(447	)		(1,011	)		(150	)
Surrenders and withdrawals		(6,718	)		(2,263	)		(2,438	)		(915	)
Transfers between Divisions
(including fixed account), net		7,541			11,720			(7,258	)		(270	)
Increase (decrease) in net assets derived from
principal transactions		22,627			19,706			(10,583	)		(1,336	)
Total increase (decrease) in net assets		81,095			32,251			10,034			804
Net assets at December 31, 2009		266,995			67,915			89,393			7,415

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(5,711	)		(1,436	)		(2,403	)		21
Total realized gain (loss) on investments
and capital gains distributions		(6,120	)		3,385			1,561			51
Net unrealized appreciation (depreciation)
of investments		35,925			15,568			18,139			825
Net increase (decrease) in net assets from operations		24,094			17,517			17,297			897
Changes from principal transactions:
Premiums		6,169			3,330			91			-
Death benefits		(2,401	)		(512	)		(739	)		(163	)
Surrenders and withdrawals		(10,487	)		(5,985	)		(4,297	)		(957	)
Transfers between Divisions
(including fixed account), net		7,243			39,056			(5,515	)		(416	)
Increase (decrease) in net assets derived from
principal transactions		524			35,889			(10,460	)		(1,536	)
Total increase (decrease) in net assets		24,618			53,406			6,837			(639	)
Net assets at December 31, 2010	$	291,613		$	121,321		$	96,230		$	6,776

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


					ING
		ING			Oppenheimer
		Oppenheimer			Global Strategic			ING PIMCO
		Global			Income			Total Return			ING Solution
		Portfolio -			Portfolio -			Portfolio -			2015 Portfolio -
		Service Class			Service Class			Service Class			Service Class
Net assets at January 1, 2009	$	105,333		$	8,886		$	8,589		$	11,249

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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,115	)		180			174			115
Total realized gain (loss) on investments
and capital gains distributions		(3,646	)		60			79			(244	)
Net unrealized appreciation (depreciation)
of investments		19,426			947			304			1,685
Net increase (decrease) in net assets from operations		14,665			1,187			557			1,556
Changes from principal transactions:
Premiums		520			266			-			119
Death benefits		(956	)		(14	)		(66	)		-
Surrenders and withdrawals		(6,315	)		(1,224	)		(948	)		(777	)
Transfers between Divisions
(including fixed account), net		(7,591	)		871			(1,249	)		(82	)
Increase (decrease) in net assets derived from
principal transactions		(14,342	)		(101	)		(2,263	)		(740	)
Total increase (decrease) in net assets		323			1,086			(1,706	)		816
Net assets at December 31, 2010	$	124,699		$	9,633		$	7,923		$	17,776

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


											ING Solution
		ING Solution			ING Solution			ING Solution			Income
		2025 Portfolio -			2035 Portfolio -			2045 Portfolio -			Portfolio -
		Service Class			Service Class			Service Class			Service Class
Net assets at January 1, 2009	$	9,138		$	7,954		$	1,225		$	5,469

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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		1			(8	)		(12	)		125
Total realized gain (loss) on investments
and capital gains distributions		(346	)		(703	)		(101	)		(93	)
Net unrealized appreciation (depreciation)
of investments		2,336			2,012			270			480
Net increase (decrease) in net assets from operations		1,991			1,301			157			512
Changes from principal transactions:
Premiums		693			218			2			185
Death benefits		(57	)		-			-			(93	)
Surrenders and withdrawals		(575	)		152			(161	)		(583	)
Transfers between Divisions
(including fixed account), net		(420	)		(1,548	)		(112	)		(150	)
Increase (decrease) in net assets derived from
principal transactions		(359	)		(1,178	)		(271	)		(641	)
Total increase (decrease) in net assets		1,632			123			(114	)		(129	)
Net assets at December 31, 2010	$	18,481		$	11,158		$	1,270		$	6,790

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING T. Rowe
		Price			ING T. Rowe
		Diversified Mid			Price Growth			ING Templeton			ING Thornburg
		Cap Growth			Equity			Foreign Equity			Value
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service Class			Initial Class
Net assets at January 1, 2009	$	3,090		$	30,425		$	159,726		$	1,193

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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(159	)		(2,179	)		(1,095	)		(1	)
Total realized gain (loss) on investments
and capital gains distributions		(243	)		3,028			(22,924	)		37
Net unrealized appreciation (depreciation)
of investments		2,896			10,347			34,948			88
Net increase (decrease) in net assets from operations		2,494			11,196			10,929			124
Changes from principal transactions:
Premiums		1,219			2,365			4,465			3
Death benefits		(9	)		(708	)		(2,067	)		(13	)
Surrenders and withdrawals		(403	)		(5,743	)		(12,833	)		(179	)
Transfers between Divisions
(including fixed account), net		(580	)		4,175			18,721			(30	)
Increase (decrease) in net assets derived from
principal transactions		227			89			8,286			(219	)
Total increase (decrease) in net assets		2,721			11,285			19,215			(95	)
Net assets at December 31, 2010	$	11,833		$	108,925		$	260,443		$	1,384

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


					ING UBS U.S.			ING Van			ING Van
		ING Thornburg			Large Cap			Kampen			Kampen Equity
		Value			Equity			Comstock			and Income
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service Class			Initial Class
Net assets at January 1, 2009	$	4,948		$	6,145		$	135,204		$	2,076

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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(56	)		(97	)		(1,954	)		(436	)
Total realized gain (loss) on investments
and capital gains distributions		(142	)		(269	)		(9,007	)		(8	)
Net unrealized appreciation (depreciation)
of investments		831			974			30,877			224
Net increase (decrease) in net assets from operations		633			608			19,916			(220	)
Changes from principal transactions:
Premiums		996			69			2,446			3,858
Death benefits		(131	)		(42	)		(1,118	)		(696	)
Surrenders and withdrawals		(360	)		(446	)		(9,533	)		(4,737	)
Transfers between Divisions
(including fixed account), net		(573	)		(463	)		13,049			1,520
Increase (decrease) in net assets derived from
principal transactions		(68	)		(882	)		4,844			(55	)
Total increase (decrease) in net assets		565			(274	)		24,760			(275	)
Net assets at December 31, 2010	$	8,281		$	6,229		$	189,031		$	2,046

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING Van			ING Strategic			ING Strategic			ING Strategic
		Kampen Equity			Allocation			Allocation			Allocation
		and Income			Conservative			Growth			Moderate
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Class S			Class S			Class S
Net assets at January 1, 2009	$	169,926		$	1,170		$	512		$	573

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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(966	)		45			14			20
Total realized gain (loss) on investments
and capital gains distributions		(4,615	)		(42	)		(50	)		(66	)
Net unrealized appreciation (depreciation)
of investments		23,524			130			98			116
Net increase (decrease) in net assets from operations		17,943			133			62			70
Changes from principal transactions:
Premiums		(397	)		(36	)		(50	)		148
Death benefits		(1,180	)		-			-			(18	)
Surrenders and withdrawals		(7,877	)		-			-			(44	)
Transfers between Divisions
(including fixed account), net		9,450			1			-			(38	)
Increase (decrease) in net assets derived from
principal transactions		(4	)		(35	)		(50	)		48
Total increase (decrease) in net assets		17,939			98			12			118
Net assets at December 31, 2010	$	207,495		$	1,451		$	601		$	775

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING Growth			ING Growth
		and Income			and Income			ING GET U.S.			ING GET U.S.
		Portfolio -			Portfolio -			Core Portfolio -			Core Portfolio -
		Class I			Class S			Series 5			Series 6
Net assets at January 1, 2009	$	90		$	274,706		$	16,931		$	18,708

Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			(2,717	)		208			(21	)
Total realized gain (loss) on investments
and capital gains distributions		(4	)		(19,572	)		(893	)		(1,130	)
Net unrealized appreciation (depreciation)
of investments		28			101,072			562			997
Net increase (decrease) in net assets from operations		24			78,783			(123	)		(154	)
Changes from principal transactions:
Premiums		-			3,438			(7	)		(7	)
Death benefits		-			(5,982	)		(492	)		(180	)
Surrenders and withdrawals		(5	)		(22,338	)		(1,791	)		(3,464	)
Transfers between Divisions
(including fixed account), net		-			125,252			(201	)		(485	)
Increase (decrease) in net assets derived from
principal transactions		(5	)		100,370			(2,491	)		(4,136	)
Total increase (decrease) in net assets		19			179,153			(2,614	)		(4,290	)
Net assets at December 31, 2009		109			453,859			14,317			14,418

Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			(6,642	)		(46	)		9
Total realized gain (loss) on investments
and capital gains distributions		(2	)		(4,991	)		(970	)		(945	)
Net unrealized appreciation (depreciation)
of investments		15			57,770			993			931
Net increase (decrease) in net assets from operations		13			46,137			(23	)		(5	)
Changes from principal transactions:
Premiums		-			2,214			(6	)		(11	)
Death benefits		-			(7,758	)		(97	)		(109	)
Surrenders and withdrawals		(8	)		(41,659	)		(2,508	)		(3,417	)
Transfers between Divisions
(including fixed account), net		-			(3,127	)		(332	)		(170	)
Increase (decrease) in net assets derived from
principal transactions		(8	)		(50,330	)		(2,943	)		(3,707	)
Total increase (decrease) in net assets		5			(4,193	)		(2,966	)		(3,712	)
Net assets at December 31, 2010	$	114		$	449,666		$	11,351		$	10,706

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING GET U.S.			ING GET U.S.			ING GET U.S.			ING GET U.S.
		Core Portfolio -			Core Portfolio -			Core Portfolio -			Core Portfolio -
		Series 7			Series 8			Series 9			Series 10
Net assets at January 1, 2009	$	11,948		$	7,399		$	6,080		$	5,125

Increase (decrease) in net assets
Operations:
Net investment income (loss)		24			(6	)		17			25
Total realized gain (loss) on investments
and capital gains distributions		(441	)		(548	)		(295	)		(248	)
Net unrealized appreciation (depreciation)
of investments		274			506			243			71
Net increase (decrease) in net assets from operations		(143	)		(48	)		(35	)		(152	)
Changes from principal transactions:
Premiums		-			(1	)		-			-
Death benefits		(127	)		(59	)		-			(54	)
Surrenders and withdrawals		(846	)		(1,727	)		(655	)		(775	)
Transfers between Divisions
(including fixed account), net		(382	)		(17	)		(246	)		(54	)
Increase (decrease) in net assets derived from
principal transactions		(1,355	)		(1,804	)		(901	)		(883	)
Total increase (decrease) in net assets		(1,498	)		(1,852	)		(936	)		(1,035	)
Net assets at December 31, 2009		10,450			5,547			5,144			4,090

Increase (decrease) in net assets
Operations:
Net investment income (loss)		11			8			2			11
Total realized gain (loss) on investments
and capital gains distributions		(866	)		(409	)		(338	)		(252	)
Net unrealized appreciation (depreciation)
of investments		900			420			419			312
Net increase (decrease) in net assets from operations		45			19			83			71
Changes from principal transactions:
Premiums		(4	)		(1	)		(1	)		-
Death benefits		(383	)		(168	)		(52	)		(35	)
Surrenders and withdrawals		(2,166	)		(1,250	)		(1,113	)		(840	)
Transfers between Divisions
(including fixed account), net		(477	)		(38	)		(25	)		(70	)
Increase (decrease) in net assets derived from
principal transactions		(3,030	)		(1,457	)		(1,191	)		(945	)
Total increase (decrease) in net assets		(2,985	)		(1,438	)		(1,108	)		(874	)
Net assets at December 31, 2010	$	7,465		$	4,109		$	4,036		$	3,216

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING GET U.S.			ING GET U.S.			ING GET U.S.			ING GET U.S.
		Core Portfolio -			Core Portfolio -			Core Portfolio -			Core Portfolio -
		Series 11			Series 12			Series 13			Series 14
Net assets at January 1, 2009	$	7,708		$	2,781		$	23,085		$	76,227

Increase (decrease) in net assets
Operations:
Net investment income (loss)		110			28			345			1,296
Total realized gain (loss) on investments
and capital gains distributions		(559	)		(170	)		(484	)		(310	)
Net unrealized appreciation (depreciation)
of investments		218			65			(713	)		(3,050	)
Net increase (decrease) in net assets from operations		(231	)		(77	)		(852	)		(2,064	)
Changes from principal transactions:
Premiums		-			(1	)		1			(4	)
Death benefits		(51	)		-			(597	)		(341	)
Surrenders and withdrawals		(1,699	)		(390	)		(5,286	)		(22,386	)
Transfers between Divisions
(including fixed account), net		(9	)		(81	)		(545	)		(6,074	)
Increase (decrease) in net assets derived from
principal transactions		(1,759	)		(472	)		(6,427	)		(28,805	)
Total increase (decrease) in net assets		(1,990	)		(549	)		(7,279	)		(30,869	)
Net assets at December 31, 2009		5,718			2,232			15,806			45,358

Increase (decrease) in net assets
Operations:
Net investment income (loss)		17			15			103			815
Total realized gain (loss) on investments
and capital gains distributions		(293	)		(115	)		(209	)		(68	)
Net unrealized appreciation (depreciation)
of investments		414			176			791			1,300
Net increase (decrease) in net assets from operations		138			76			685			2,047
Changes from principal transactions:
Premiums		(7	)		(2	)		2			(2	)
Death benefits		(8	)		(52	)		(207	)		(460	)
Surrenders and withdrawals		(672	)		(226	)		(3,109	)		(10,382	)
Transfers between Divisions
(including fixed account), net		(312	)		(66	)		(323	)		(302	)
Increase (decrease) in net assets derived from
principal transactions		(999	)		(346	)		(3,637	)		(11,146	)
Total increase (decrease) in net assets		(861	)		(270	)		(2,952	)		(9,099	)
Net assets at December 31, 2010	$	4,857		$	1,962		$	12,854		$	36,259

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING BlackRock
		Science and
		Technology			ING Euro
		Opportunities			STOXX 50			ING FTSE 100			ING Hang Seng
		Portfolio -			Index Portfolio -			Index Portfolio -			Index Portfolio -
		Class S			Class A			Class A			Class S
Net assets at January 1, 2009	$	87,426		$	-		$	-		$	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(3,846	)		(3	)		(2	)		(170	)
Total realized gain (loss) on investments
and capital gains distributions		(9,989	)		13			-			764
Net unrealized appreciation (depreciation)
of investments		73,814			-			7			1,662
Net increase (decrease) in net assets from operations		59,979			10			5			2,256
Changes from principal transactions:
Premiums		9,861			47			428			2,752
Death benefits		(881	)		-			-			(5	)
Surrenders and withdrawals		(6,484	)		(1	)		(1	)		(871	)
Transfers between Divisions
(including fixed account), net		73,353			552			323			37,554
Increase (decrease) in net assets derived from
principal transactions		75,849			598			750			39,430
Total increase (decrease) in net assets		135,828			608			755			41,686
Net assets at December 31, 2009		223,254			608			755			41,686

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(5,950	)		(57	)		(69	)		(1,558	)
Total realized gain (loss) on investments
and capital gains distributions		(731	)		48			176			1,115
Net unrealized appreciation (depreciation)
of investments		37,693			(60	)		183			2,737
Net increase (decrease) in net assets from operations		31,012			(69	)		290			2,294
Changes from principal transactions:
Premiums		6,066			392			(4,849	)		2,498
Death benefits		(1,845	)		-			(42	)		(540	)
Surrenders and withdrawals		(14,630	)		(191	)		(351	)		(3,196	)
Transfers between Divisions
(including fixed account), net		20,109			3,999			7,792			39,142
Increase (decrease) in net assets derived from
principal transactions		9,700			4,200			2,550			37,904
Total increase (decrease) in net assets		40,712			4,131			2,840			40,198
Net assets at December 31, 2010	$	263,966		$	4,739		$	3,595		$	81,884

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING Index Plus			ING Index Plus			ING Index Plus			ING
		LargeCap			MidCap			SmallCap			International
		Portfolio -			Portfolio -			Portfolio -			Index Portfolio -
		Class S			Class S			Class S			Class S
Net assets at January 1, 2009	$	174,373		$	115,644		$	88,612		$	6,041

Increase (decrease) in net assets
Operations:
Net investment income (loss)		1,257			(1,184	)		(863	)		(812	)
Total realized gain (loss) on investments
and capital gains distributions		(20,494	)		(15,463	)		(11,004	)		(531	)
Net unrealized appreciation (depreciation)
of investments		49,484			45,570			28,599			8,690
Net increase (decrease) in net assets from operations		30,247			28,923			16,732			7,347
Changes from principal transactions:
Premiums		320			1,130			379			7,089
Death benefits		(3,476	)		(1,770	)		(1,216	)		(215	)
Surrenders and withdrawals		(14,025	)		(5,853	)		(3,866	)		(2,113	)
Transfers between Divisions
(including fixed account), net		(13,102	)		(10,349	)		(6,173	)		51,439
Increase (decrease) in net assets derived from
principal transactions		(30,283	)		(16,842	)		(10,876	)		56,200
Total increase (decrease) in net assets		(36	)		12,081			5,856			63,547
Net assets at December 31, 2009		174,337			127,725			94,468			69,588

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(439	)		(1,871	)		(1,809	)		833
Total realized gain (loss) on investments
and capital gains distributions		(14,359	)		(7,964	)		(6,416	)		3,016
Net unrealized appreciation (depreciation)
of investments		31,703			31,547			25,210			(3,261	)
Net increase (decrease) in net assets from operations		16,905			21,712			16,985			588
Changes from principal transactions:
Premiums		176			138			72			1,744
Death benefits		(2,177	)		(1,119	)		(847	)		(513	)
Surrenders and withdrawals		(22,046	)		(8,214	)		(6,226	)		(4,197	)
Transfers between Divisions
(including fixed account), net		(5,863	)		(8,815	)		(4,553	)		(2,166	)
Increase (decrease) in net assets derived from
principal transactions		(29,910	)		(18,010	)		(11,554	)		(5,132	)
Total increase (decrease) in net assets		(13,005	)		3,702			5,431			(4,544	)
Net assets at December 31, 2010	$	161,332		$	131,427		$	99,899		$	65,044

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


					ING			ING Russell™			ING Russell™
		ING Japan			Opportunistic			Global Large			Large Cap
		TOPIX Index®			Large Cap			Cap Index 75%			Growth Index
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Class A			Class S			Class S			Class S
Net assets at January 1, 2009	$	-		$	11,563		$	2,725		$	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2	)		76			40			(1,646	)
Total realized gain (loss) on investments
and capital gains distributions		(9	)		(1,624	)		275			1,187
Net unrealized appreciation (depreciation)
of investments		2			2,712			2,749			21,056
Net increase (decrease) in net assets from operations		(9	)		1,164			3,064			20,597
Changes from principal transactions:
Premiums		(375	)		83			7,436			1,164
Death benefits		-			(144	)		(228	)		(1,067	)
Surrenders and withdrawals		(1	)		(910	)		(224	)		(3,126	)
Transfers between Divisions
(including fixed account), net		709			(537	)		4,464			124,326
Increase (decrease) in net assets derived from
principal transactions		333			(1,508	)		11,448			121,297
Total increase (decrease) in net assets		324			(344	)		14,512			141,894
Net assets at December 31, 2009		324			11,219			17,237			141,894

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(101	)		28			(67	)		(2,704	)
Total realized gain (loss) on investments
and capital gains distributions		(62	)		(4,925	)		3,725			3,772
Net unrealized appreciation (depreciation)
of investments		717			4,089			(2,910	)		11,251
Net increase (decrease) in net assets from operations		554			(808	)		748			12,319
Changes from principal transactions:
Premiums		5,250			12			1,038			832
Death benefits		-			(156	)		(8	)		(1,223	)
Surrenders and withdrawals		(226	)		(1,009	)		(246	)		(9,281	)
Transfers between Divisions
(including fixed account), net		2,561			(9,258	)		(18,769	)		(1,966	)
Increase (decrease) in net assets derived from
principal transactions		7,585			(10,411	)		(17,985	)		(11,638	)
Total increase (decrease) in net assets		8,139			(11,219	)		(17,237	)		681
Net assets at December 31, 2010	$	8,463		$	-		$	-		$	142,575

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

100

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


					ING Russell™			ING Russell™
		ING Russell™			Large Cap			Mid Cap			ING Russell™
		Large Cap			Value Index			Growth Index			Mid Cap Index
		Index Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Class S			Class S			Class S			Class S
Net assets at January 1, 2009	$	22,903		$	-		$	-		$	22,649

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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		4,262			(196	)		(5,118	)		(1,915	)
Total realized gain (loss) on investments
and capital gains distributions		12,960			4,147			10,587			13,882
Net unrealized appreciation (depreciation)
of investments		14,170			(1,913	)		48,180			6,499
Net increase (decrease) in net assets from operations		31,392			2,038			53,649			18,466
Changes from principal transactions:
Premiums		2,778			428			2,438			5,853
Death benefits		(8,705	)		(581	)		(5,468	)		(507	)
Surrenders and withdrawals		(31,818	)		(3,362	)		(19,309	)		(5,404	)
Transfers between Divisions
(including fixed account), net		(10,193	)		12,698			18,299			17,330
Increase (decrease) in net assets derived from
principal transactions		(47,938	)		9,183			(4,040	)		17,272
Total increase (decrease) in net assets		(16,546	)		11,221			49,609			35,738
Net assets at December 31, 2010	$	355,951		$	35,226		$	297,977		$	120,857

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

101

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


											ING
											WisdomTree^SM
		ING Russell™			ING Small						Global High-
		Small Cap			Company			ING U.S. Bond			Yielding Equity
		Index Portfolio -			Portfolio -			Index Portfolio -			Index Portfolio -
		Class S			Class S			Class S			Class S
Net assets at January 1, 2009	$	70,527		$	43,479		$	177,261		$	145,051

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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,876	)		(1,627	)		(485	)		1,623
Total realized gain (loss) on investments
and capital gains distributions		6,124			14,076			9,365			(17,524	)
Net unrealized appreciation (depreciation)
of investments		21,586			4,507			(870	)		19,810
Net increase (decrease) in net assets from operations		24,834			16,956			8,010			3,909
Changes from principal transactions:
Premiums		3,431			2,034			5,167			4,928
Death benefits		(898	)		(452	)		(2,502	)		(913	)
Surrenders and withdrawals		(9,323	)		(4,359	)		(22,176	)		(7,771	)
Transfers between Divisions
(including fixed account), net		41,308			12,731			(7,626	)		(11,904	)
Increase (decrease) in net assets derived from
principal transactions		34,518			9,954			(27,137	)		(15,660	)
Total increase (decrease) in net assets		59,352			26,910			(19,127	)		(11,751	)
Net assets at December 31, 2010	$	174,052		$	102,443		$	232,631		$	201,282

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

102

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		ING
		International			ING MidCap			ING SmallCap
		Value			Opportunities			Opportunities			Invesco V.I.
		Portfolio -			Portfolio -			Portfolio -			Leisure Fund -
		Class S			Class S			Class S			Series I Shares
Net assets at January 1, 2009	$	8,896		$	223,352		$	51,591		$	17,862

Increase (decrease) in net assets
Operations:
Net investment income (loss)		12			(5,399	)		(1,403	)		(152	)
Total realized gain (loss) on investments
and capital gains distributions		(1,275	)		(15,469	)		(893	)		(3,132	)
Net unrealized appreciation (depreciation)
of investments		3,426			101,185			15,414			7,970
Net increase (decrease) in net assets from operations		2,163			80,317			13,118			4,686
Changes from principal transactions:
Premiums		739			6,514			257			5
Death benefits		(74	)		(5,053	)		(532	)		(167	)
Surrenders and withdrawals		(227	)		(15,932	)		(2,604	)		(935	)
Transfers between Divisions
(including fixed account), net		(779	)		7,932			(2,389	)		(1,330	)
Increase (decrease) in net assets derived from
principal transactions		(341	)		(6,539	)		(5,268	)		(2,427	)
Total increase (decrease) in net assets		1,822			73,778			7,850			2,259
Net assets at December 31, 2009		10,718			297,130			59,441			20,121

Increase (decrease) in net assets
Operations:
Net investment income (loss)		34			(5,807	)		(1,565	)		(412	)
Total realized gain (loss) on investments
and capital gains distributions		(1,738	)		(994	)		1,363			(2,585	)
Net unrealized appreciation (depreciation)
of investments		1,740			88,470			15,997			6,413
Net increase (decrease) in net assets from operations		36			81,669			15,795			3,416
Changes from principal transactions:
Premiums		227			3,321			85			(48	)
Death benefits		(5	)		(6,367	)		(556	)		(290	)
Surrenders and withdrawals		(586	)		(28,263	)		(4,480	)		(1,466	)
Transfers between Divisions
(including fixed account), net		(945	)		51,967			(2,199	)		(1,236	)
Increase (decrease) in net assets derived from
principal transactions		(1,309	)		20,658			(7,150	)		(3,040	)
Total increase (decrease) in net assets		(1,273	)		102,327			8,645			376
Net assets at December 31, 2010	$	9,445		$	399,457		$	68,086		$	20,497

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

103

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


					Legg Mason
	Legg Mason				Global Currents
	ClearBridge				Variable			Legg Mason			Legg Mason
	Variable Large				International			Western Asset			Western Asset
	Cap Value				All Cap			Variable High			Variable Money
	Portfolio -				Opportunity			Income			Market
	Class I				Portfolio			Portfolio			Portfolio
Net assets at January 1, 2009	$	73		$	39		$	51		$	23

Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			(1	)		7			-
Total realized gain (loss) on investments
and capital gains distributions		(7	)		(7	)		(2	)		-
Net unrealized appreciation (depreciation)
of investments		22			17			23			-
Net increase (decrease) in net assets from operations		15			9			28			-
Changes from principal transactions:
Premiums		-			-			-			-
Death benefits		-			-			-			-
Surrenders and withdrawals		(8	)		(2	)		(1	)		-
Transfers between Divisions
(including fixed account), net		-			-			-			-
Increase (decrease) in net assets derived from
principal transactions		(8	)		(2	)		(1	)		-
Total increase (decrease) in net assets		7			7			27			-
Net assets at December 31, 2009		80			46			78			23

Increase (decrease) in net assets
Operations:
Net investment income (loss)		1			-			6			-
Total realized gain (loss) on investments
and capital gains distributions		(4	)		(12	)		(5	)		-
Net unrealized appreciation (depreciation)
of investments		8			12			9			-
Net increase (decrease) in net assets from operations		5			-			10			-
Changes from principal transactions:
Premiums		-			-			-			-
Death benefits		-			-			-			-
Surrenders and withdrawals		(8	)		(7	)		(16	)		-
Transfers between Divisions
(including fixed account), net		1			-			-			(23	)
Increase (decrease) in net assets derived from
principal transactions		(7	)		(7	)		(16	)		(23	)
Total increase (decrease) in net assets		(2	)		(7	)		(6	)		(23	)
Net assets at December 31, 2010	$	78		$	39		$	72		$	-

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

104

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		Oppenheimer			PIMCO Real
		Main Street			Return			Pioneer Equity
		Small Cap			Portfolio -			Income VCT
		Fund®/VA -			Administrative			Portfolio -			ProFund VP
		Service Class			Class			Class II			Bull
Net assets at January 1, 2009	$	822		$	7,515		$	13,323		$	14,046

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(11	)		162			237			(279	)
Total realized gain (loss) on investments
and capital gains distributions		(77	)		341			(1,049	)		(848	)
Net unrealized appreciation (depreciation)
of investments		471			872			2,633			3,813
Net increase (decrease) in net assets from operations		383			1,375			1,821			2,686
Changes from principal transactions:
Premiums		238			1,304			2,039			(1	)
Death benefits		-			(37	)		(48	)		(311	)
Surrenders and withdrawals		(79	)		(645	)		(595	)		(694	)
Transfers between Divisions
(including fixed account), net		236			1,704			(1,511	)		(410	)
Increase (decrease) in net assets derived from
principal transactions		395			2,326			(115	)		(1,416	)
Total increase (decrease) in net assets		778			3,701			1,706			1,270
Net assets at December 31, 2009		1,600			11,216			15,029			15,316

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(16	)		22			90			(365	)
Total realized gain (loss) on investments
and capital gains distributions		(56	)		116			(996	)		(450	)
Net unrealized appreciation (depreciation)
of investments		400			623			3,318			2,153
Net increase (decrease) in net assets from operations		328			761			2,412			1,338
Changes from principal transactions:
Premiums		39			444			206			(1	)
Death benefits		-			(10	)		(17	)		(178	)
Surrenders and withdrawals		(84	)		(1,382	)		(831	)		(826	)
Transfers between Divisions
(including fixed account), net		(24	)		1,434			(1,134	)		(538	)
Increase (decrease) in net assets derived from
principal transactions		(69	)		486			(1,776	)		(1,543	)
Total increase (decrease) in net assets		259			1,247			636			(205	)
Net assets at December 31, 2010	$	1,859		$	12,463		$	15,665		$	15,111

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

105

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


								Wells Fargo			Wells Fargo
					ProFund VP			Advantage VT			Advantage VT
		ProFund VP			Rising Rates			Omega Growth			C&B Large Cap
		Europe 30			Opportunity			Fund- Class 2			Value Fund
Net assets at January 1, 2009	$	9,835		$	13,199		$	-		$	233

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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(85	)		(278	)		(7	)		(1	)
Total realized gain (loss) on investments
and capital gains distributions		(740	)		(1,552	)		6			(22	)
Net unrealized appreciation (depreciation)
of investments		777			(628	)		310			12
Net increase (decrease) in net assets from operations		(48	)		(2,458	)		309			(11	)
Changes from principal transactions:
Premiums		(1	)		-			(26	)		-
Death benefits		(150	)		(230	)		-			-
Surrenders and withdrawals		(720	)		(1,005	)		-			(3	)
Transfers between Divisions
(including fixed account), net		(264	)		(69	)		1,204			(224	)
Increase (decrease) in net assets derived from
principal transactions		(1,135	)		(1,304	)		1,178			(227	)
Total increase (decrease) in net assets		(1,183	)		(3,762	)		1,487			(238	)
Net assets at December 31, 2010	$	9,261		$	10,541		$	1,487		$	-

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

106

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		Wells Fargo
		Advantage VT			Wells Fargo			Wells Fargo		Wells Fargo
		Index Asset			Advantage VT			Advantage VT		Advantage VT
		Allocation			Intrinsic Value			Large Company		Money Market
		Fund- Class 2			Fund- Class 2			Growth Fund		Fund
Net assets at January 1, 2009	$	1,989		$	529		$	1,308		$	43

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(13	)		(3	)		(35	)		(1	)
Total realized gain (loss) on investments
and capital gains distributions		(104	)		(30	)		(11	)		-
Net unrealized appreciation (depreciation)
of investments		324			102			524			-
Net increase (decrease) in net assets from operations		207			69			478			(1	)
Changes from principal transactions:
Premiums		-			-			-			-
Death benefits		-			-			-			-
Surrenders and withdrawals		(166	)		(40	)		(124	)		(6	)
Transfers between Divisions
(including fixed account), net		(21	)		(3	)		(133	)		-
Increase (decrease) in net assets derived from
principal transactions		(187	)		(43	)		(257	)		(6	)
Total increase (decrease) in net assets		20			26			221			(7	)
Net assets at December 31, 2009		2,009			555			1,529			36

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(16	)		(17	)		(9	)		-
Total realized gain (loss) on investments
and capital gains distributions		(22	)		(29	)		(73	)		-
Net unrealized appreciation (depreciation)
of investments		241			129			(65	)		-
Net increase (decrease) in net assets from operations		203			83			(147	)		-
Changes from principal transactions:
Premiums		-			5			-			-
Death benefits		-			(8	)		(113	)		-
Surrenders and withdrawals		(35	)		(53	)		(49	)		-
Transfers between Divisions
(including fixed account), net		(21	)		225			(1,220	)		(36	)
Increase (decrease) in net assets derived from
principal transactions		(56	)		169			(1,382	)		(36	)
Total increase (decrease) in net assets		147			252			(1,529	)		(36	)
Net assets at December 31, 2010	$	2,156		$	807		$	-		$	-

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

107

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2010 and 2009
(Dollars in thousands)


		Wells Fargo
		Advantage VT			Wells Fargo
		Small Cap			Advantage VT
		Growth Fund -			Total Return
		Class 2			Bond Fund
Net assets at January 1, 2009	$	419		$	1,029

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(12	)		21
Total realized gain (loss) on investments
and capital gains distributions		(62	)		5
Net unrealized appreciation (depreciation)
of investments		249			65
Net increase (decrease) in net assets from operations		175			91
Changes from principal transactions:
Premiums		-			-
Death benefits		-			-
Surrenders and withdrawals		(80	)		(69	)
Transfers between Divisions
(including fixed account), net		(50	)		29
Increase (decrease) in net assets derived from
principal transactions		(130	)		(40	)
Total increase (decrease) in net assets		45			51
Net assets at December 31, 2009		464			1,080

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(11	)		10
Total realized gain (loss) on investments
and capital gains distributions		(8	)		34
Net unrealized appreciation (depreciation)
of investments		112			3
Net increase (decrease) in net assets from operations		93			47
Changes from principal transactions:
Premiums		-			-
Death benefits		(65	)		-
Surrenders and withdrawals		(40	)		(69	)
Transfers between Divisions
(including fixed account), net		(16	)		17
Increase (decrease) in net assets derived from
principal transactions		(121	)		(52	)
Total increase (decrease) in net assets		(28	)		(5	)
Net assets at December 31, 2010	$	436		$	1,075

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

108

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


1	.	Organization

		ING USA Annuity and Life Insurance Company Separate Account B (the “Account”) was
		established by ING USA Annuity and Life Insurance Company (“ING USA” or the
		“Company”) to support the operations of variable annuity contracts (“Contracts”). The
		Company is an indirect, wholly owned subsidiary of ING America Insurance Holdings,
		Inc. (“ING AIH”) an insurance holding company domiciled in the State of Delaware.
		ING AIH is an indirect wholly owned subsidiary of ING Groep, N.V. (“ING”), a global
		financial services holding company based in The Netherlands.

		As part of a restructuring plan approved by the European Commission (“EC”), ING has
		agreed to separate its banking and insurance businesses by 2013. ING intends to achieve
		this separation by divestment of its insurance and investment management operations,
		including the Company. ING has announced that it will explore all options for
		implementing the separation including one or more initial public offerings (“IPOs”), sales
		or a combination thereof. On November 10, 2010, ING announced that while the option
		of one global IPO remains open, ING and its U.S. insurance affiliates, including the
		Company, are going to prepare for a base case of two IPOs: one Europe-led IPO and one
		separate U.S. focused IPO.

		The Account includes ING Architect Contracts, ING GoldenSelect Contracts, ING
		Retirement Solutions Rollover Choice Contracts and ING SmartDesign Contracts
		(collectively, the “Contracts”), that ceased being available to new contractowners in 2010.
		These Contracts were, however, still available to existing contractowners in 2010. ING
		GoldenSelect Contracts included Access, DVA Plus, Premium Plus, ESII, and Landmark.
		ING SmartDesign Contracts include Advantage, Signature Variable Annuity and Variable
		Annuity.

		The Account also includes the following discontinued offerings:

ING GoldenSelect Contracts:
Access One (September 2003)
DVA and DVA Series 100 (May 2000)
DVA 80 (May 1991)
DVA Plus (January 2004)
Generations (October 2008)
Granite PrimElite (May 2001)
Opportunities and Legends (March 2007)
Value (June 2003)
ING Simplicity Contracts (August 2007)
ING SmartDesign Contracts:
Variable Annuity, Advantage and Signature (April 2008)
Wells Fargo ING Contracts:
Opportunities and Landmark (June 2006)
ING Customized Solutions Focus Contracts (September 2004)

In addition, the Account includes The Fund For Life Division, which is not included in
the accompanying financial statements, and which ceased to accept new Contracts
effective December 31, 1994.

109

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

The Account is registered as a unit investment trust with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended. ING USA
provides for variable accumulation and benefits under the Contracts by crediting annuity
considerations to one or more divisions within the Account or the ING USA guaranteed
interest division, the ING USA fixed interest division, and the fixed separate account,
which are not part of the Account, as directed by the contractowners. The portion of the
Account’s assets applicable to Contracts will not be charged with liabilities arising out of
any other business ING USA may conduct, but obligations of the Account, including the
promise to make benefit payments, are obligations of ING USA. Under applicable
insurance law, the assets and liabilities of the Account are clearly identified and
distinguished from the other assets and liabilities of ING USA.

At December 31, 2010, the Account had 154 investment divisions (the “Divisions”), 24
of which invest in independently managed mutual fund portfolios and 130 of which
invest in mutual fund portfolios managed by affiliates, either Directed Services LLC
(“DSL”) or ING Investments, LLC (“IIL”). The assets in each Division are invested in
shares of a designated mutual fund (“Fund”) of various investment trusts (the “Trusts”).
Investment Divisions at December 31, 2010 and related Trusts are as follows:


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

110


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


ING Investors Trust (continued):	ING Investors Trust (continued):
ING JPMorgan Emerging Markets Equity Portfolio -	ING Van Kampen Growth and Income Portfolio -
Service Class	Service Class
ING JPMorgan Emerging Markets Equity Portfolio -	ING Van Kampen Growth and Income Portfolio -
Service 2 Class	Service 2 Class
ING JPMorgan Small Cap Core Equity Portfolio -	ING Wells Fargo HealthCare Portfolio - Service
Service Class	Class
ING JPMorgan Small Cap Core Equity Portfolio -	ING Mutual Funds:
Service 2 Class	ING Diversified International Fund - Class R
ING Large Cap Growth Portfolio - Service Class	ING Partners, Inc. :
ING Large Cap Growth Portfolio - Service 2 Class	ING American Century Small-Mid Cap Value
ING Limited Maturity Bond Portfolio - Service Class	Portfolio - Service Class
ING Liquid Assets Portfolio - Service Class	ING Baron Small Cap Growth Portfolio - Service
ING Liquid Assets Portfolio - Service 2 Class	Class
ING Lord Abbett Growth and Income Portfolio -	ING Columbia Small Cap Value Portfolio - Service
Service Class	Class
ING Lord Abbett Growth and Income Portfolio -	ING Davis New York Venture Portfolio - Service
Service 2 Class	Class
ING Marsico Growth Portfolio - Service Class	ING JPMorgan Mid Cap Value Portfolio - Service
ING Marsico Growth Portfolio - Service 2 Class	Class
ING Marsico International Opportunities Portfolio -	ING Legg Mason ClearBridge Aggressive Growth
Service Class	Portfolio - Service Class
ING MFS Total Return Portfolio - Service Class	ING Oppenheimer Global Portfolio - Initial Class
ING MFS Total Return Portfolio - Service 2 Class	ING Oppenheimer Global Portfolio - Service Class
ING MFS Utilities Portfolio - Service Class	ING Oppenheimer Global Strategic Income
ING Morgan Stanley Global Franchise Portfolio -	Portfolio - Service Class
Service Class	ING PIMCO Total Return Portfolio - Service Class
ING Morgan Stanley Global Franchise Portfolio -	ING Solution 2015 Portfolio - Service Class
Service 2 Class	ING Solution 2025 Portfolio - Service Class
ING Morgan Stanley Global Tactical Asset Allocation	ING Solution 2035 Portfolio - Service Class
Portfolio - Service Class	ING Solution 2045 Portfolio - Service Class
ING Oppenheimer Active Allocation Portfolio -	ING Solution Income Portfolio - Service Class
Service Class	ING T. Rowe Price Diversified Mid Cap Growth
ING PIMCO High Yield Portfolio - Service Class	Portfolio - Service Class
ING PIMCO Total Return Bond Portfolio - Service	ING T. Rowe Price Growth Equity Portfolio - Service
Class	Class
ING PIMCO Total Return Bond Portfolio - Service 2	ING Templeton Foreign Equity Portfolio - Service
Class	Class
ING Pioneer Fund Portfolio - Service Class	ING Thornburg Value Portfolio - Initial Class
ING Pioneer Mid Cap Value Portfolio - Service Class	ING Thornburg Value Portfolio - Service Class
ING Retirement Conservative Portfolio - Adviser	ING UBS U. S. Large Cap Equity Portfolio - Service
Class*	Class
ING Retirement Growth Portfolio - Adviser Class*	ING Van Kampen Comstock Portfolio - Service
ING Retirement Moderate Growth Portfolio - Adviser	Class
Class*	ING Van Kampen Equity and Income Portfolio -
ING Retirement Moderate Portfolio - Adviser Class*	Initial Class
ING T. Rowe Price Capital Appreciation Portfolio -	ING Van Kampen Equity and Income Portfolio -
Service Class	Service Class
ING T. Rowe Price Capital Appreciation Portfolio -	ING Strategic Allocation Portfolios, Inc. :
Service 2 Class	ING Strategic Allocation Conservative Portfolio -
ING T. Rowe Price Equity Income Portfolio - Service	Class S
Class	ING Strategic Allocation Growth Portfolio - Class S
ING T. Rowe Price Equity Income Portfolio - Service 2	ING Strategic Allocation Moderate Portfolio -
Class	Class S
ING Templeton Global Growth Portfolio - Service	ING Variable Funds:
Class	ING Growth and Income Portfolio - Class I
ING Templeton Global Growth Portfolio - Service 2	ING Growth and Income Portfolio - Class S
Class

111

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


ING Variable Insurance Trust:	Invesco Variable Insurance Funds:
ING GET U.S. Core Portfolio - Series 5		Invesco V.I. Leisure Fund - Series I Shares
ING GET U.S. Core Portfolio - Series 6	Legg Mason Partners Variable Equity Trust:
ING GET U.S. Core Portfolio - Series 7		Legg Mason ClearBridge Variable Large Cap Value
ING GET U.S. Core Portfolio - Series 8		Portfolio - Class I
ING GET U.S. Core Portfolio - Series 9		Legg Mason Global Currents Variable International
ING GET U.S. Core Portfolio - Series 10		All Cap Opportunity Portfolio
ING GET U.S. Core Portfolio - Series 11	Legg Mason Partners Variable Income Trust:
ING GET U.S. Core Portfolio - Series 12		Legg Mason Western Asset Variable High Income
ING GET U.S. Core Portfolio - Series 13		Portfolio
ING GET U.S. Core Portfolio - Series 14	Oppenheimer Variable Account Funds:
ING Variable Portfolios, Inc.:		Oppenheimer Main Street Small Cap Fund®/VA -
ING BlackRock Science and Technology Opportunities		Service Class
Portfolio - Class S	PIMCO Variable Insurance Trust:
ING Euro STOXX 50 Index Portfolio - Class A*		PIMCO Real Return Portfolio - Administrative Class
ING FTSE 100 Index Portfolio - Class A*	Pioneer Variable Contracts Trust:
ING Hang Seng Index Portfolio - Class S*		Pioneer Equity Income VCT Portfolio - Class II
ING Index Plus LargeCap Portfolio - Class S	ProFunds:
ING Index Plus MidCap Portfolio - Class S		ProFund VP Bull
ING Index Plus SmallCap Portfolio - Class S		ProFund VP Europe 30
ING International Index Portfolio - Class S		ProFund VP Rising Rates Opportunity
ING Japan TOPIX Index® Portfolio - Class A*	Wells Fargo Funds Trust:
ING Russell™ Large Cap Growth Index Portfolio -		Wells Fargo Advantage VT Omega Growth Fund -
Class S*		Class 2**
ING Russell™ Large Cap Index Portfolio - Class S	Wells Fargo Variable Trust:
ING Russell™ Large Cap Value Index Portfolio -		Wells Fargo Advantage VT Index Asset Allocation
Class S*		Fund - Class 2
ING Russell™ Mid Cap Growth Index Portfolio -		Wells Fargo Advantage VT Intrinsic Value Fund -
Class S*		Class 2
ING Russell™ Mid Cap Index Portfolio - Class S		Wells Fargo Advantage VT Small Cap Growth
ING Russell™ Small Cap Index Portfolio - Class S		Fund - Class 2
ING Small Company Portfolio - Class S		Wells Fargo Advantage VT Total Return Bond Fund
ING U.S. Bond Index Portfolio - Class S
ING WisdomTree^SMGlobal High-Yielding Equity	*	Division added to the list in 2009
Index Portfolio - Class S	**	Division added to the list in 2010
ING Variable Products Trust:
ING International Value Portfolio - Class S
ING MidCap Opportunities Portfolio - Class S
ING SmallCap Opportunities Portfolio - Class S


The names of certain Divisions were changed during 2010. The following is a summary
of current and former names for those Divisions:


Current Name	Former Name
ING Investors Trust:	ING Investors Trust:
ING DFA World Equity Portfolio - Service Class	ING Focus 5 Portfolio - Service Class
ING Large Cap Growth Portfolio - Service Class	ING Evergreen Omega Portfolio - Service Class
ING Large Cap Growth Portfolio - Service 2 Class	ING Evergreen Omega Portfolio - Service 2 Class
ING Lord Abbett Growth and Income Portfolio -	ING Lord Abbett Affiliated Portfolio - Service Class
Service Class
ING Lord Abbett Growth and Income Portfolio -	ING Lord Abbett Affiliated Portfolio - Service 2 Class
Service 2 Class
ING Morgan Stanley Global Franchise Portfolio -	ING Van Kampen Global Franchise Portfolio - Service
Service Class	Class
ING Morgan Stanley Global Franchise Portfolio -	ING Van Kampen Global Franchise Portfolio - Service 2
Service 2 Class	Class

112

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


Current Name	Former Name
ING Investors Trust (continued):	ING Investors Trust (continued):
ING Morgan Stanley Global Tactical Asset Allocation	ING Van Kampen Global Tactical Asset Allocation
Portfolio - Service Class	Portfolio - Service Class
ING Wells Fargo HealthCare Portfolio - Service Class	ING Evergreen Health Sciences Portfolio - Service Class
ING Partners, Inc.:	ING Partners, Inc.:
ING Legg Mason ClearBridge Aggressive Growth	ING Legg Mason Partners Aggressive Growth Portfolio -
Portfolio - Service Class	Service Class
ING Oppenheimer Global Strategic Income Portfolio -	ING Oppenheimer Strategic Income Portfolio - Service
Service Class	Class
ING Variable Portfolios, Inc.:	ING Variable Portfolios, Inc.:
ING Euro STOXX 50 Index Portfolio - Class A	ING Dow Jones Euro STOXX 50 Index Portfolio -
	Class A
ING Japan TOPIX Index® Portfolio - Class A	ING Japan Equity Index Portfolio - Class A
Invesco Variable Insurance Funds:	AIM Variable Insurance Funds:
Invesco V.I. Leisure Fund - Series I Shares	AIM V.I. Leisure Fund - Series I Shares
Legg Mason Partners Variable Equity Trust:	Legg Mason Partners Variable Equity Trust:
Legg Mason ClearBridge Variable Large Cap Value	Legg Mason ClearBridge Variable Investors Portfolio
Portfolio - Class I
Wells Fargo Variable Trust:	Wells Fargo Funds Trust:
Wells Fargo Advantage VT C&B Large Cap Value	Wells Fargo Advantage C&B Large Cap Value Fund
Fund
Wells Fargo Advantage VT Index Asset Allocation	Wells Fargo Advantage Asset Allocation Fund
Fund - Class 2
Wells Fargo Advantage VT Intrinsic Value Fund -	Wells Fargo Advantage Equity Income Fund
Class 2
Wells Fargo Advantage VT Large Company Growth	Wells Fargo Advantage Large Company Growth Fund
Fund
Wells Fargo Advantage VT Money Market Fund	Wells Fargo Advantage Money Market Fund
Wells Fargo Advantage VT Small Cap Growth Fund -	Wells Fargo Advantage Small Cap Growth Fund
Class 2
Wells Fargo Advantage VT Total Return Bond Fund	Wells Fargo Advantage Total Return Bond Fund

The following Divisions were closed to contractowners in 2010:

ING Investors Trust:

ING Wells Fargo Small Cap Disciplined Portfolio - Service Class

ING Wells Fargo Small Cap Disciplined Portfolio - Service 2 Class

ING Variable Portfolios, Inc.:

ING Opportunistic Large Cap Portfolio - Class S

ING Russell™ Global Large Cap Index 75% Portfolio - Class S

Legg Mason Partners Variable Income Trust:

Legg Mason Western Asset Variable Money Market Portfolio

Wells Fargo Variable Trust:

Wells Fargo Advantage VT C&B Large Cap Value Fund

Wells Fargo Advantage VT Large Company Growth Fund

Wells Fargo Advantage VT Money Market Fund

113

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

The following Divisions were offered during 2010 but did not have any activity as of

December 31, 2010:

ING Investors Trust:

ING BlackRock Large Cap Growth Portfolio - Service 2 Class

ING Wells Fargo Health Care Portfolio - Service 2 Class

ING Variable Portfolios, Inc.:

ING Small Company Portfolio - Service 2 Class


2	.	Significant Accounting Policies

		The following is a summary of the significant accounting policies of the Account:

		Use of Estimates

		The preparation of financial statements in conformity with accounting principles
		generally accepted in the United States requires management to make estimates and
		assumptions that affect the amounts reported in the financial statements and
		accompanying notes. Actual results could differ from reported results using those
		estimates.

		Investments

		Investments are made in shares of a Division and are recorded at fair value, determined
		by the net asset value per share of the respective Division. Investment transactions in each
		Division are recorded on the trade date. Distributions of net investment income and
		capital gains from each Division are recognized on the ex-distribution date. Realized
		gains and losses on redemptions of the shares of the Division are determined on a first-in,
		first-out basis. The difference between cost and current market value of investments
		owned on the day of measurement is recorded as unrealized appreciation or depreciation
		of investments.

		Federal Income Taxes

		Operations of the Account form a part of, and are taxed with, the total operations of ING
		USA, which is taxed as a life insurance company under the Internal Revenue Code.
		Earnings and realized capital gains of the Account attributable to the contractowners are
		excluded in the determination of the federal income tax liability of ING USA.

		Contractowner Reserves

		The annuity reserves of the Account are represented by net assets on the Statements of
		Assets and Liabilities and are equal to the aggregate account values of the contractowners
		invested in the Account Divisions. To the extent that benefits to be paid to the
		contractowners exceed their account values, ING USA will contribute additional funds to

114

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

the benefit proceeds. Conversely, if amounts allocated exceed amounts required, transfers
may be made to ING USA. Prior to the annuity date, the Contracts are redeemable for the
net cash surrender value of the Contracts.

Changes from Principal Transactions

Included in Changes from Principal Transactions on the Statements of Changes in Net
Assets are items which relate to contractowner activity, including deposits, surrenders and
withdrawals, benefits, and contract charges. Also included are transfers between the
fixed account and the Divisions, transfers between Divisions, and transfers to (from) ING
USA related to gains and losses resulting from actual mortality experience (the full
responsibility for which is assumed by ING USA). Any net unsettled transactions as of
the reporting date are included in Payable to related parties on the Statements of Assets
and Liabilities.

Subsequent Events

The Account has evaluated subsequent events for recognition and disclosure through the
date the financial statements as of December 31, 2010 and for the years ended
December 31, 2010 and 2009, were issued.


3	.	Recently Adopted Accounting Standards

		Improving Disclosures about Fair Value Measurements

		In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting
		Standards Update (“ASU”) 2010-06, “Fair Value Measurements and Disclosure (Topic
		820): Improving Disclosures about Fair Value Measurements,” (“ASU 2010-06”), which
		requires several new disclosures, as well as clarification to existing disclosures, as
		follows:

		§	Significant transfers in and out of Level 1 and Level 2 fair value measurements and
			the reason for the transfers;
		§	Purchases, sales, issuances, and settlement, in the Level 3 fair value measurements
			reconciliation on a gross basis;
		§	Fair value measurement disclosures for each class of assets and liabilities (i.e.,
			disaggregated); and
		§	Valuation techniques and inputs for both recurring and nonrecurring fair value
			measurements that fall in either Level 2 or Level 3 fair value measurements.

		The provisions of ASU 2010-06 were adopted by the Account on January 1, 2010, except
		for the disclosures related to the Level 3 reconciliation, which are effective for fiscal
		years beginning after December 15, 2010, and for interim periods within those fiscal
		years. The Account determined, however, that there was no effect on the Account’s

115

ING USA ANNUITY AND LIFE INSURANCE COMPANY
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Notes to Financial Statements


disclosures, as the guidance is consistent with that previously applied by the Account
under FASB Accounting Standards Codification^TM(“ASC”) Topic 820, “Fair Value
Measurements and Disclosures” (“ASC Topic 820”). As the pronouncement only pertains
to additional disclosure, the adoption had no effect on the Account’s net assets and results
of operations.

Subsequent Events

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

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

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

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

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


§	Clarifies factors for determining whether there has been a significant decrease in
	market activity for an asset or liability;

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ING USA ANNUITY AND LIFE INSURANCE COMPANY
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Notes to Financial Statements


§	Requires an entity to determine whether a transaction is not orderly based on the
	weight of the evidence; and
§	Requires an entity to disclose in interim and annual periods the input and valuation
	technique used to measure fair value and any change in valuation technique.

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


4	.	Financial Instruments

		The Account invests assets in shares of open-end mutual funds, which process orders to
		purchase and redeem shares on a daily basis at the fund's next computed net asset values
		(“NAV”). The fair value of the Account’s assets is based on the NAVs of mutual funds,
		which are obtained from the custodian and reflect the fair values of the mutual fund
		investments. The NAV is calculated daily upon close of the New York Stock Exchange
		and is based on the fair values of the underlying securities.

		The Account’s financial assets are recorded at fair value on the Statements of Assets and
		Liabilities and are categorized as Level 1 as of December 31, 2010 and 2009,
		respectively, based on the priority of the inputs to the valuation technique below. The
		Account had no financial liabilities as of December 31, 2010.

		The ASC Topic 820 fair value hierarchy gives the highest priority to quoted prices in
		active markets for identical assets or liabilities (Level 1) and the lowest priority to
		unobservable inputs (Level 3). If the inputs used to measure fair value fall within
		different levels of the hierarchy, the category level is based on the lowest priority level
		input that is significant to the fair value measurement of the instrument.
		§	Level 1 - Unadjusted quoted prices for identical assets or liabilities in an active
			market.
		§	Level 2 - Quoted prices in markets that are not active or inputs that are observable
			either directly or indirectly for substantially the full term of the asset or liability.
			Level 2 inputs include the following:
			a)	Quoted prices for similar assets or liabilities in active markets;
			b)	Quoted prices for identical or similar assets or liabilities in non-active
				markets;
			c)	Inputs other than quoted market prices that are observable; and
			d)	Inputs that are derived principally from or corroborated by observable market
				data through correlation or other means.
		§	Level 3 - Prices or valuation techniques that require inputs that are both
			unobservable and significant to the overall fair value measurement. These
			valuations, whether derived internally or obtained from a third party, use critical
			assumptions that are not widely available to estimate market participant

117

ING USA ANNUITY AND LIFE INSURANCE COMPANY
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Notes to Financial Statements


		expectations in valuing the asset or liability.


5	.	Charges and Fees

		Prior to February 1, 2000, DVA Plus, Access, and Premium Plus Contracts each had three
		different death benefit options referred to as Standard, Annual Ratchet, and 7% Solution;
		however, in the state of Washington, the 5.5% Solution is offered instead of the 7%
		Solution. After February 1, 2000, DVA Plus, Access and Premium Plus each had four
		different death benefit options referred to as Standard, Annual Ratchet, 7% Solution and
		Max 7. In the state of Washington, the 5.5% Solution is offered instead of the 7%
		Solution and Max 5.5 is offered instead of Max 7 after February 1, 2000. ES II,
		Generations, Landmark and Opportunities contracts each have four different death benefit
		options referred to as Standard, Annual or Quarterly Ratchet, 7% Solution and Max 7. In
		the state of Washington, the 5.5% Solution is offered instead of the 7% Solution and Max
		5.5 is offered instead of Max 7. SmartDesign Advantage, SmartDesign Signature, and
		SmartDesign Variable Annuity contracts each have three different death benefit options
		referred to as Option Package I, Option Package II, and Option Package III. Focus has
		two different options referred to as Option Package I, Option Package II.

		Under the terms of all Contracts, certain charges are allocated to the Contracts to cover
		ING USA’s expenses in connection with the issuance and administration of the Contracts.
		Following is a summary of these charges:

		Mortality and Expense Risk Charges

		ING USA assumes mortality and expense risks related to the operations of the Account
		and, in accordance with the terms of the Contracts, deducts a daily charge from the assets
		of the Account.

118

ING USA ANNUITY AND LIFE INSURANCE COMPANY
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Notes to Financial Statements


Daily charges are deducted at annual rates of up to 2.20% of the average daily net asset
value of each Division of the Account to cover these risks, as specified in the Contracts:

Series	Annual Rates
ING:
Architect (pre January 2008) Max 7	1.40	%
Architect (post January 2008) Max 7	1.55
Architect (pre January 2008) Quarterly Ratchet	1.10
Architect (post January 2008) Quarterly Ratchet	1.25
Architect (post April 2008) Quarterly Ratchet	1.30
Architect (pre January 2008) Standard	0.85
Architect (post January 2008) Standard	1.00
Focus Variable Annuity Option I	0.60
Focus Variable Annuity Option II	0.80
Rollover Choice^SMOption I (pre August 7, 2003)	0.60
Rollover Choice^SMOption II (pre August 7, 2003)	0.80
Rollover Choice^SMOption III (pre August 7, 2003)	0.95
Rollover Choice^SMOption I (post August 7, 2003)	0.85
Rollover Choice^SMOption II (post August 7, 2003)	1.05
Rollover Choice^SMOption III (post August 7, 2003)	1.20
ING GoldenSelect:
Access® (post January 2000) 5.5 % Solution	1.45
Access® (pre February 2000) 5.5% Solution	1.40
Access® (post 2000) 5.5% Solution	1.45
Access® (post April 2001) 5.5% Solution	1.80
Access® (post January 2000) 7% Solution	1.65
Access® (pre February 2000) 7% Solution	1.55
Access® (post 2000) 7% Solution	1.65
Access® (post April 2001) 7% Solution	2.00
Access® (post January 2000) Annual Ratchet	1.45
Access® (pre February 2000) Annual Ratchet	1.40
Access® (post 2000) Annual Ratchet	1.55
Access® (post January 2000) Max 5.5	1.55
Access® (post 2000) Max 5.5	1.60
Access® (post April 2001) Max 5.5	1.95
Access® (post January 2000) Max 7	1.75
Access® (post 2000) Max 7	1.75
Access® (post April 2001) Max 7	2.20
Access® (post April 2001) Quarterly Ratchet	1.90
Access® (post April 2008) Quarterly Ratchet	1.95
Access® (post January 2000) Standard	1.65
Access® (pre February 2000) Standard	1.25
Access® (post 2000) Standard	1.30
Access® (post April 2001) Standard	1.65
Access® One	0.35
DVA	0.90
DVA 80	0.80
DVA Plus (post January 2000) 5.5% Solution	1.25

119

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


Series	Annual Rates
ING GoldenSelect (continued):
DVA Plus (pre February 2000) 5.5% Solution	1.25	%
DVA Plus (post 2000) 5.5% Solution	1.30
DVA Plus (post January 2000) 7% Solution	1.50
DVA Plus (pre February 2000) 7% Solution	1.40
DVA Plus (post 2000) 7% Solution	1.50
DVA Plus (post January 2000) Annual Ratchet	1.30
DVA Plus (pre February 2000) Annual Ratchet	1.25
DVA Plus (post 2000) Annual Ratchet	1.40
DVA Plus (post January 2000) Max 5.5	1.40
DVA Plus (post 2000) Max 5.5	1.45
DVA Plus (post January 2000) Max 7	1.60
DVA Plus (post 2000) Max 7	1.60
DVA Plus (post January 2000) Standard	1.15
DVA Plus (pre February 2000) Standard	1.10
DVA Plus (post 2000) Standard	1.15
DVA Series 100	1.25
ES II (pre 2001)	1.25
ES II (post 2000) 5.5% Solution	1.40
ES II (post 2000) 7% Solution	1.60
ES II (post 2000) Deferred Ratchet	1.30
ES II (post 2000) Max 5.5	1.55
ES II (post 2000) Max 7	1.80
ES II (post 2000) Quarterly Ratchet	1.50
ES II (post 2000) Standard	1.25
ES III (post 2000) Annual Ratchet	1.55
Generations-7% Solution	1.60
Generations-Deferred Ratchet	1.30
Generations-Max 7	1.80
Generations-Quarterly Ratchet	1.50
Generations-Standard	1.25
Granite PrimElite-Annual Ratchet	1.25
Granite PrimElite-Standard	1.10
Landmark 5.5% Solution	1.65
Landmark 7% Solution	1.85
Landmark-Max 5.5	1.80
Landmark-Max 7	2.05
Landmark (pre April 2008) Quarterly Ratchet	1.75
Landmark (post April 2008) Quarterly Ratchet	1.80
Landmark-Standard	1.50
Legends Max 7	2.05
Legends Quarterly Ratchet	1.75
Legends-Standard	1.50
Opportunities 5.5% Solution	1.40
Opportunities 7% Solution	1.60
Opportunities-Max 5.5	1.55

120

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


Series	Annual Rates
ING GoldenSelect (continued):
Opportunities-Max 7	1.80 %
Opportunities-Quarterly Ratchet	1.50
Opportunities-Standard	1.25
Premium Plus (pre February 2000) 5.5% Solution	1.40
Premium Plus (post January 2000) 5.5% Solution	1.45
Premium Plus (post 2000) 5.5% Solution	1.45
Premium Plus (pre February 2000) 7% Solution	1.55
Premium Plus (post January 2000) 7% Solution	1.65
Premium Plus (post 2000) 7% Solution	1.65
Premium Plus (post 2000) Annual Ratchet	1.55
Premium Plus (post January 2000) Max 5.5	1.55
Premium Plus (post 2000) Max 5.5	1.60
Premium Plus (post January 2000) Max 7	1.95
Premium Plus (post 2000) Max 7	1.95
Premium Plus (pre February 2000) Quarterly Ratchet	1.40
Premium Plus (post January 2000) Quarterly Ratchet	1.65
Premium Plus (post April 2008) Quarterly Ratchet	1.70
Premium Plus (pre February 2000) Standard	1.25
Premium Plus (post January 2000) Standard	1.30
Premium Plus (post 2000) Standard	1.40
VA Bonus Option I	1.30
VA Bonus Option II	1.60
VA Bonus Option III	1.75
VA Option I	0.80
VA Option II	1.10
VA Option III	1.25
Value-Standard	0.75
ING SmartDesign:
Advantage Option I	1.50
Advantage Option II	1.70
Advantage Option III	1.85
Signature Option I	1.10
Signature Option II	1.30
Signature Option III	1.45
Simplicity Variable Annuity Years 1-10	2.00
Simplicity Variable Annuity Years 11+	1.25
Variable Annuity Option I	0.80
Variable Annuity Option II	1.10
Variable Annuity Option III	1.25
Wells Fargo ING:
Landmark-Max 7	2.05
Landmark-Quarterly Ratchet	1.75
Landmark-Standard	1.50
Opportunities-Max 7	1.80
Opportunities-Quarterly Ratchet	1.50
Opportunities-Standard	1.25

121

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

Asset Based Administrative Charges

A daily charge to cover administrative expenses of the Account at an annual rate of
0.10% is deducted from assets attributable to DVA and DVA Series 100 Contracts. A
daily charge at an annual rate of 0.15% is deducted from the assets attributable to the
Access, Access One, Advantage, Architect, DVA Plus, ESII, Focus VA, Generations,
Granite PrimElite, Landmark, Legends, Premium Plus, Rollover Choice, Signature,
Opportunities Contracts, Variable Annuity, and Value.

Contract Maintenance Charges

An annual Contract fee may be deducted from the accumulation value of Contracts to
cover ongoing administrative expenses, as specified in the Contracts. The charge is $30
per Contract year for Generations, Opportunities, Landmark, Focus VA, Signature,
Legends, SmartDesign, Simplicity, ES II, Value, Variable Annuity, Advantage, and
Rollover Choice Contracts. For DVA Series 100 and Access One Contracts there is no
charge. For all other Contracts, the charge is $40. The charge is incurred at the
beginning of the Contract processing period and deducted at the end of the Contract
processing period. This charge had been waived for certain offerings of the Contracts.

Contingent Deferred Sales Charges

Under DVA 80, DVA, DVA Plus, Premium Plus, ES II, Value, Granite PrimElite,
Generations, Opportunities, Premium Plus, Focus VA, Signature, Legends, Simplicity,
Landmark, VA, Advantage, and Rollover Choice Contracts, a contingent deferred sales
charge (“Surrender Charge”) is imposed as a percentage of each premium payment if the
Contract is surrendered or an excess partial withdrawal is taken, as specified in the
Contract. The following table reflects the Surrender Charge that is assessed based upon
the date a premium payment is received.


Complete				Granite
Years Elapsed				PrimElite				Opportunities,
Since Premium		DVA 80		& DVA		Premium		ES II &
Payment		& DVA		Plus		Plus		Generations		Value		Architect
0		6	%	7	%	8	%	8	%	6	%	8	%
1		5		7		8		7		6		7
2		4		6		8		6		6		6
3		3		5		8		5		5		5
4		2		4		7		4		4		4
5		1		3		6		3		3		3
6		-		1		5		2		1		2
7		-		-		3		1		-		-
8		-		-		1		-		-		-
9	+	-		-		-		-		-		-

122

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


Complete
Years Elapsed
Since Premium				Landmark		Signature		Rollover
Payment		Advantage		& Legends		& VA		Choice		Focus VA		Simplicity
0		6	%	6	%	7	%	6	%	3	%	6	%
1		5		5		7		6		2		6
2		4		4		6		5		1		5
3		-		3		6		4		-		4
4		-		-		5		3		-		3
5		-		-		4		2		-		-
6		-		-		3		1		-		-
7		-		-		-		-		-		-
8		-		-		-		-		-		-
9	+	-		-		-		-		-		-

Withdrawal and Distribution Charges

Under DVA 80, DVA, and DVA Series 100 Contracts, a charge is deducted from the
accumulation value for contractowners taking more than one conventional partial
withdrawal during a Contract year. For DVA 80 and DVA Contracts, annual distribution
fees are deducted from the Contracts’ accumulation values.

Deferred Sales Load

Under Contracts offered prior to October 1995, a sales load of up to 7.50% was assessed
against each premium payment for sales-related expenses, as specified in the Contracts.
For DVA Series 100, the sales load is deducted in equal annual installments over the
period the Contract is in force, not to exceed 10 years. For DVA 80 and DVA Contracts,
although the sales load is chargeable to each premium when ING USA receives it, the
amount of such charge is initially advanced by ING USA to contractowners and included
in the accumulation value, and then deducted in equal installments on each Contract
anniversary date over a period of six years. Upon surrender of the Contract, the
unamortized deferred sales load is deducted from the accumulation value. In addition,
when partial withdrawal limits are exceeded, a portion of the unamortized deferred sales
load is deducted.

Premium Taxes

For certain Contracts, premium taxes are deducted, where applicable, from the
accumulation value of each Contract. The amount and timing of the deduction depends
on the contractowner’s state of residence and currently ranges up to 4.00% of premiums.

123

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


		Other Contract Charges

		For certain Contracts, an additional annual charge of 0.50% is deducted daily from the
		accumulation value for amounts invested in the ING GET U.S. Core Portfolio Funds.

		Certain Contacts contain optional riders that are available for an additional charge, such
		as minimum guaranteed income benefits and minimum guaranteed withdrawal benefits.
		The amounts charged for these optional benefits vary based on a number of factors and
		are defined in the Contracts.

		Fees Waived by ING USA

		Certain charges and fees for various types of Contracts are currently waived by ING USA.
		ING USA reserves the right to discontinue these waivers at its discretion or to conform
		with changes in the law.


6	.	Related Party Transactions

		During the year ended December 31, 2010, management and service fees were paid
		indirectly to DSL, an affiliate of the Company, in its capacity as investment manager to
		the ING Investors Trust and ING Partners, Inc. The Trust's advisory agreement provided
		for a fee at annual rates up to 1.25% of the average net assets of each respective Fund.

		In addition, management and service fees were paid to IIL, an affiliate of the Company, in
		its capacity as investment adviser to the ING Mutual Funds, the ING Variable Insurance
		Trust, ING Intermediate Bond Portfolio, ING Variable Portfolios, Inc., ING Variable
		Funds, ING Balanced Portfolio, Inc., ING Strategic Allocation Portfolio, Inc., and the
		ING Variable Products Trust. The Trusts' advisory agreement provided for fees at annual
		rates up to 0.95% of the average net assets of each respective Fund.

124

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


7	.	Purchases and Sales of Investment Securities

		The aggregate cost of purchases and proceeds from sales of investments follow:

						Year ended December 31
				2010				2009
				Purchases		Sales		Purchases		Sales
						(Dollars in thousands)
		BlackRock Variable Series Funds, Inc.:
		BlackRock Global Allocation V.I. Fund - Class III	$	336,656	$	238,768	$	483,121	$	52,382
		Columbia Funds Variable Insurance Trust:
		Columbia Asset Allocation Fund, Variable Series - Class A		8		42		12		14
		Columbia Federal Securities Fund, Variable Series - Class A		1		4		2		5
		Columbia Large Cap Growth Fund, Variable Series - Class A		2		24		2		13
		Columbia Small Cap Value Fund, Variable Series - Class B		1,850		24,142		2,837		23,106
		Columbia Small Company Growth Fund, Variable Series -
		Class A		-		12		-		34
		Fidelity® Variable Insurance Products:
		Fidelity® VIP Equity-Income Portfolio - Service Class 2		3,311		26,851		4,156		27,760
		Fidelity® Variable Insurance Products II:
		Fidelity® VIP Contrafund® Portfolio - Service Class 2		10,290		121,488		50,576		129,087
		Franklin Templeton Variable Insurance Products Trust:
		Franklin Small Cap Value Securities Fund - Class 2		806		1,714		3,295		707
		ING Balanced Portfolio, Inc.:
		ING Balanced Portfolio - Class S		472		1,379		526		855
		ING Intermediate Bond Portfolio:
		ING Intermediate Bond Portfolio - Class S		179,655		224,263		242,282		175,601
		ING Investors Trust:
		ING American Funds Asset Allocation Portfolio		36,251		22,462		113,954		8,515
		ING American Funds Bond Portfolio		133,449		135,934		244,673		45,284
		ING American Funds Growth Portfolio		86,704		241,267		364,850		130,943
		ING American Funds Growth-Income Portfolio		30,801		148,246		159,466		67,950
		ING American Funds International Portfolio		73,499		167,325		345,720		84,792
		ING American Funds World Allocation Portfolio - Service
		Class		79,668		12,458		83,177		11,064
		ING Artio Foreign Portfolio - Service Class		16,685		105,911		102,181		78,473
		ING Artio Foreign Portfolio - Service 2 Class		1,072		5,213		7,535		5,795
		ING BlackRock Inflation Protected Bond Portfolio - Service
		Class		199,057		107,381		177,932		22,222
		ING BlackRock Large Cap Growth Portfolio - Institutional
		Class		1		16		1		22
		ING BlackRock Large Cap Growth Portfolio - Service Class		30,108		42,708		29,902		24,469
		ING BlackRock Large Cap Value Portfolio - Service Class		487		3,432		740		5,660
		ING BlackRock Large Cap Value Portfolio - Service 2 Class		32		319		29		288
		ING Clarion Global Real Estate Portfolio - Service Class		13,181		23,951		19,247		24,787
		ING Clarion Global Real Estate Portfolio - Service 2 Class		194		354		291		265
		ING Clarion Real Estate Portfolio - Service Class		10,667		62,457		21,527		51,230
		ING Clarion Real Estate Portfolio - Service 2 Class		646		2,616		1,499		2,725
		ING DFA World Equity Portfolio - Service Class		55,813		24,358		17,757		22,998
		ING FMR^SMDiversified Mid Cap Portfolio - Service Class		45,972		127,349		40,233		68,365
		ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class		475		4,138		977		3,122
		ING Franklin Income Portfolio - Service Class		61,310		74,356		100,590		33,305
		ING Franklin Income Portfolio - Service 2 Class		2,603		2,032		2,580		2,106

125

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


			Year ended December 31
			2010			2009
		Purchases		Sales		Purchases		Sales
				(Dollars in thousands)
ING Investors Trust (continued):
ING Franklin Mutual Shares Portfolio - Service Class	$	17,152	$	24,066	$	22,572	$	20,694
ING Franklin Templeton Founding Strategy Portfolio -
Service Class		29,796		85,765		58,859		61,974
ING Global Resources Portfolio - Service Class		8,743		157,847		61,200		118,321
ING Global Resources Portfolio - Service 2 Class		356		3,577		998		2,963
ING Janus Contrarian Portfolio - Service Class		2,173		80,106		17,161		93,939
ING Janus Contrarian Portfolio - Service 2 Class		125		2,309		349		3,193
ING JPMorgan Emerging Markets Equity Portfolio - Service
Class		39,368		149,025		106,513		128,258
ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class		2,025		3,978		1,945		3,434
ING JPMorgan Small Cap Core Equity Portfolio - Service
Class		98,052		40,358		18,539		19,560
ING JPMorgan Small Cap Core Equity Portfolio - Service 2
Class		84		4,171		966		3,394
ING Large Cap Growth Portfolio - Service Class		51,026		36,274		75,050		7,697
ING Large Cap Growth Portfolio - Service 2 Class		4		105		5		215
ING Limited Maturity Bond Portfolio - Service Class		4,418		22,839		7,847		26,018
ING Liquid Assets Portfolio - Service Class		380,662		812,090		407,407		1,243,989
ING Liquid Assets Portfolio - Service 2 Class		6,838		16,131		10,849		34,820
ING Lord Abbett Growth and Income Portfolio - Service
Class		470		10,216		928		10,148
ING Lord Abbett Growth and Income Portfolio - Service 2
Class		16		184		44		245
ING Marsico Growth Portfolio - Service Class		36,278		74,347		25,759		65,728
ING Marsico Growth Portfolio - Service 2 Class		419		2,238		1,094		1,836
ING Marsico International Opportunities Portfolio - Service
Class		3,736		31,024		5,638		41,281
ING MFS Total Return Portfolio - Service Class		28,352		149,783		61,280		109,499
ING MFS Total Return Portfolio - Service 2 Class		685		3,468		1,722		4,514
ING MFS Utilities Portfolio - Service Class		31,484		57,777		41,544		57,136
ING Morgan Stanley Global Franchise Portfolio - Service
Class		57,414		38,991		55,116		34,904
ING Morgan Stanley Global Franchise Portfolio - Service 2
Class		1,152		6,944		5,982		6,699
ING Morgan Stanley Global Tactical Asset Allocation
Portfolio - Service Class		32,673		8,548		38,483		2,503
ING Oppenheimer Active Allocation Portfolio - Service
Class		37,604		4,463		16,895		894
ING PIMCO High Yield Portfolio - Service Class		161,364		67,143		30,099		70,892
ING PIMCO Total Return Bond Portfolio - Service Class		780,532		765,549		901,963		204,712
ING PIMCO Total Return Bond Portfolio - Service 2 Class		13,948		14,656		16,133		8,267
ING Pioneer Fund Portfolio - Service Class		7,791		8,787		4,470		7,781
ING Pioneer Mid Cap Value Portfolio - Service Class		19,006		96,305		24,048		62,929
ING Retirement Conservative Portfolio - Adviser Class		142,899		107,712		406,570		10,528
ING Retirement Growth Portfolio - Adviser Class		29,935		421,712		4,521,168		73,797
ING Retirement Moderate Growth Portfolio - Adviser Class		53,836		284,058		3,078,796		22,258
ING Retirement Moderate Portfolio - Adviser Class		26,984		192,353		1,826,734		16,957
ING T. Rowe Price Capital Appreciation Portfolio - Service
Class		121,525		286,710		149,941		187,128

126

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


			Year ended December 31
			2010			2009
		Purchases		Sales		Purchases		Sales
				(Dollars in thousands)
ING Investors Trust (continued):
ING T. Rowe Price Capital Appreciation Portfolio -
Service 2 Class	$	2,724	$	12,038	$	2,446	$	8,770
ING T. Rowe Price Equity Income Portfolio - Service Class		54,481		100,091		48,403		68,794
ING T. Rowe Price Equity Income Portfolio - Service 2 Class		1,287		2,621		828		2,773
ING Templeton Global Growth Portfolio - Service Class		14,563		43,222		23,294		23,989
ING Templeton Global Growth Portfolio - Service 2 Class		442		654		291		402
ING Van Kampen Growth and Income Portfolio - Service
Class		13,585		86,736		24,426		59,477
ING Van Kampen Growth and Income Portfolio - Service 2
Class		625		5,186		1,643		4,343
ING Wells Fargo HealthCare Portfolio - Service Class		16,769		39,415		23,980		38,784
ING Wells Fargo Small Cap Disciplined Portfolio - Service
Class		17,037		32,066		13,502		6,170
ING Wells Fargo Small Cap Disciplined Portfolio - Service 2
Class		3		403		4		47
ING Mutual Funds:
ING Diversified International Fund - Class R		1		39		1		31
ING Partners, Inc.:
ING American Century Small-Mid Cap Value Portfolio -
Service Class		751		248		1,305		230
ING Baron Small Cap Growth Portfolio - Service Class		49,632		66,326		76,326		36,645
ING Columbia Small Cap Value Portfolio - Service Class		2,340		36,432		25,584		38,673
ING Davis New York Venture Portfolio - Service Class		25,340		30,528		43,057		24,412
ING JPMorgan Mid Cap Value Portfolio - Service Class		69,864		35,406		28,447		8,275
ING Legg Mason ClearBridge Aggressive Growth Portfolio -
Service Class		804		13,669		22		12,912
ING Oppenheimer Global Portfolio - Initial Class		117		1,633		296		1,439
ING Oppenheimer Global Portfolio - Service Class		2,797		18,256		7,356		21,131
ING Oppenheimer Global Strategic Income Portfolio -
Service Class		2,044		1,964		780		2,355
ING PIMCO Total Return Portfolio - Service Class		347		2,424		2,717		2,235
ING Solution 2015 Portfolio - Service Class		650		1,275		4,567		1,158
ING Solution 2025 Portfolio - Service Class		1,110		1,467		5,370		732
ING Solution 2035 Portfolio - Service Class		912		2,098		2,350		1,411
ING Solution 2045 Portfolio - Service Class		30		313		142		254
ING Solution Income Portfolio - Service Class		428		944		1,542		700
ING T. Rowe Price Diversified Mid Cap Growth Portfolio -
Service Class		1,223		1,155		3,713		293
ING T. Rowe Price Growth Equity Portfolio - Service Class		30,918		33,010		60,526		14,963
ING Templeton Foreign Equity Portfolio - Service Class		78,183		70,995		64,062		34,246
ING Thornburg Value Portfolio - Initial Class		23		243		17		196
ING Thornburg Value Portfolio - Service Class		1,175		1,298		1,394		689
ING UBS U.S. Large Cap Equity Portfolio - Service Class		143		1,121		151		1,366
ING Van Kampen Comstock Portfolio - Service Class		33,188		30,298		15,444		19,050
ING Van Kampen Equity and Income Portfolio - Initial Class		39		531		43		211
ING Van Kampen Equity and Income Portfolio - Service
Class		21,212		22,182		14,589		28,233

127

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


			Year ended December 31
			2010			2009
		Purchases		Sales	Purchases			Sales
				(Dollars in thousands)
ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio - Class S	$	141	$	131	$	268	$	193
ING Strategic Allocation Growth Portfolio - Class S		22		59		114		68
ING Strategic Allocation Moderate Portfolio - Class S		185		117		137		89
ING Variable Funds:
ING Growth and Income Portfolio - Class I		1		9		1		6
ING Growth and Income Portfolio - Class S		14,090		71,074		150,368		52,696
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 5		281		3,271		666		2,949
ING GET U.S. Core Portfolio - Series 6		270		3,968		359		4,516
ING GET U.S. Core Portfolio - Series 7		193		3,213		256		1,587
ING GET U.S. Core Portfolio - Series 8		108		1,556		155		1,967
ING GET U.S. Core Portfolio - Series 9		95		1,285		126		1,010
ING GET U.S. Core Portfolio - Series 10		129		1,062		130		988
ING GET U.S. Core Portfolio - Series 11		130		1,112		344		1,993
ING GET U.S. Core Portfolio - Series 12		62		394		80		524
ING GET U.S. Core Portfolio - Series 13		381		3,916		800		6,882
ING GET U.S. Core Portfolio - Series 14		1,581		11,915		2,860		30,373
ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology Opportunities
Portfolio - Class S		72,218		68,468		105,919		33,902
ING Euro STOXX 50 Index Portfolio - Class A		8,349		4,205		1,151		555
ING FTSE 100 Index Portfolio - Class A		6,745		4,255		758		10
ING Hang Seng Index Portfolio - Class S		56,600		20,253		44,117		4,852
ING Index Plus LargeCap Portfolio - Class S		3,220		33,573		5,411		34,445
ING Index Plus MidCap Portfolio - Class S		1,234		21,118		1,892		19,922
ING Index Plus SmallCap Portfolio - Class S		668		14,032		2,364		14,105
ING International Index Portfolio - Class S		35,228		39,528		62,304		6,908
ING Japan TOPIX Index® Portfolio - Class A		10,858		3,373		658		326
ING Opportunistic Large Cap Portfolio - Class S		189		10,575		959		2,391
ING Russell™ Global Large Cap Index 75% Portfolio -
Class S		4,847		21,539		12,783		1,293
ING Russell™ Large Cap Growth Index Portfolio - Class S		10,081		24,425		132,902		13,225
ING Russell™ Large Cap Index Portfolio - Class S		28,078		71,766		325,095		35,287
ING Russell™ Large Cap Value Index Portfolio - Class S		20,947		8,674		22,911		2,514
ING Russell™ Mid Cap Growth Index Portfolio - Class S		44,965		51,710		235,954		16,774
ING Russell™ Mid Cap Index Portfolio - Class S		57,905		42,548		60,555		16,482
ING Russell™ Small Cap Index Portfolio - Class S		97,799		66,153		50,264		28,362
ING Small Company Portfolio - Class S		63,700		55,373		45,632		27,700
ING Variable Portfolios, Inc.:
ING U.S. Bond Index Portfolio - Class S		86,597		114,221		170,112		103,042
ING WisdomTree^SMGlobal High-Yielding Equity Index
Portfolio - Class S		26,171		40,211		50,405		32,335

128

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


		Year ended December 31
		2010				2009
		Purchases		Sales	Purchases			Sales
				(Dollars in thousands)
ING Variable Products Trust:
ING International Value Portfolio - Class S	$	574	$	1,849	$	970	$	1,300
ING MidCap Opportunities Portfolio - Class S		66,263		51,410		27,642		39,581
ING SmallCap Opportunities Portfolio - Class S		279		8,995		145		6,817
Invesco Variable Insurance Funds:
Invesco V.I. Leisure Fund - Series I Shares		144		3,595		372		2,952
Legg Mason Partners Variable Equity Trust:
Legg Mason ClearBridge Variable Large Cap Value
Portfolio - Class I		3		9		2		11
Legg Mason Global Currents Variable International All Cap
Opportunity Portfolio		1		8		-		3
Legg Mason Partners Variable Income Trust:
Legg Mason Western Asset Variable High Income Portfolio		7		17		8		3
Legg Mason Western Asset Variable Money Market Portfolio		-		23		1		-
Oppenheimer Variable Account Funds:
Oppenheimer Main Street Small Cap Fund®/VA - Service
Class		128		214		545		161
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class		3,265		2,647		4,744		1,849
Pioneer Variable Contracts Trust:
Pioneer Equity Income VCT Portfolio - Class II		658		2,343		2,273		2,151
ProFunds:
ProFund VP Bull		30		1,939		131		1,825
ProFund VP Europe 30		266		1,485		296		2,093
ProFund VP Rising Rates Opportunity		565		2,147		363		3,201
Wells Fargo Funds Trust:
Wells Fargo Advantage VT Omega Growth Fund - Class 2		1,236		65		-		-
Wells Fargo Variable Trust:
Wells Fargo Advantage VT C&B Large Cap Value Fund		2		231		5		55
Wells Fargo Advantage VT Index Asset Allocation Fund -
Class 2		40		112		50		251
Wells Fargo Advantage VT Intrinsic Value Fund - Class 2		232		81		16		62
Wells Fargo Advantage VT Large Company Growth Fund		20		1,412		5		297
Wells Fargo Advantage VT Money Market Fund		-		36		1		7
Wells Fargo Advantage VT Small Cap Growth Fund -
Class 2		1		132		-		142
Wells Fargo Advantage VT Total Return Bond Fund		110		124		105		119

129

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


8	.	Changes in Units

		The changes in units outstanding for the years ended December 31, 2010 and 2009 are shown in the following table.

					Year ended December 31
				2010				2009
			Units	Units	Net Increase		Units	Units	Net Increase
			Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
		BlackRock Variable Series Funds, Inc.:
		BlackRock Global Allocation V.I. Fund - Class III	53,684,862	43,823,307	9,861,555		75,987,942	22,927,232	53,060,710
		Columbia Funds Variable Insurance Trust:
		Columbia Asset Allocation Fund, Variable Series - Class A	1,780	4,414	(2,634	)	480	1,317	(837	)
		Columbia Federal Securities Fund, Variable Series - Class A	-	308	(308	)	-	407	(407	)
		Columbia Large Cap Growth Fund, Variable Series - Class A	3,610	5,478	(1,868	)	16	1,146	(1,130	)
		Columbia Small Cap Value Fund, Variable Series - Class B	99,816	1,302,578	(1,202,762	)	278,804	1,738,333	(1,459,529	)
		Columbia Small Company Growth Fund, Variable Series - Class A	-	712	(712	)	-	2,581	(2,581	)
		Fidelity® Variable Insurance Products:
		Fidelity® VIP Equity-Income Portfolio - Service Class 2	567,631	2,939,961	(2,372,330	)	992,104	4,176,755	(3,184,651	)
		Fidelity® Variable Insurance Products II:
		Fidelity® VIP Contrafund® Portfolio - Service Class 2	1,463,843	10,181,247	(8,717,404	)	13,009,601	19,551,470	(6,541,869	)
		Franklin Templeton Variable Insurance Products Trust:
		Franklin Small Cap Value Securities Fund - Class 2	63,457	115,023	(51,566	)	298,415	110,674	187,741
		ING Balanced Portfolio, Inc.:
		ING Balanced Portfolio - Class S	49,514	141,262	(91,748	)	64,148	133,985	(69,837	)
		ING Intermediate Bond Portfolio:
		ING Intermediate Bond Portfolio - Class S	31,368,881	38,199,740	(6,830,859	)	40,290,370	38,950,690	1,339,680
		ING Investors Trust:
		ING American Funds Asset Allocation Portfolio	7,465,694	5,907,790	1,557,904		19,904,258	5,412,005	14,492,253
		ING American Funds Bond Portfolio	21,499,629	21,999,230	(499,601	)	38,343,432	17,153,230	21,190,202
		ING American Funds Growth Portfolio	22,064,340	32,119,782	(10,055,442	)	36,582,545	36,084,341	498,204
		ING American Funds Growth-Income Portfolio	10,476,157	20,310,133	(9,833,976	)	21,283,824	21,176,889	106,935
		ING American Funds International Portfolio	12,780,203	18,282,129	(5,501,926	)	21,908,372	18,401,270	3,507,102
		ING American Funds World Allocation Portfolio - Service Class	7,842,040	2,761,948	5,080,092		8,865,751	1,821,231	7,044,520
		ING Artio Foreign Portfolio - Service Class	4,194,759	10,673,590	(6,478,831	)	12,987,278	12,119,589	867,689

130

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


			Year ended December 31
		2010				2009
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING Artio Foreign Portfolio - Service 2 Class	116,905	358,970	(242,065	)	535,620	495,775	39,845
ING BlackRock Inflation Protected Bond Portfolio - Service Class	26,104,680	17,906,824	8,197,856		19,482,590	4,392,829	15,089,761
ING BlackRock Large Cap Growth Portfolio - Institutional Class	-	1,634	(1,634	)	-	2,743	(2,743	)
ING BlackRock Large Cap Growth Portfolio - Service Class	4,819,818	6,034,708	(1,214,890	)	6,465,361	5,476,222	989,139
ING BlackRock Large Cap Value Portfolio - Service Class	59,362	341,909	(282,547	)	136,144	680,723	(544,579	)
ING BlackRock Large Cap Value Portfolio - Service 2 Class	1,261	24,808	(23,547	)	2,844	24,758	(21,914	)
ING Clarion Global Real Estate Portfolio - Service Class	550,781	2,769,867	(2,219,086	)	5,555,668	6,011,644	(455,976	)
ING Clarion Global Real Estate Portfolio - Service 2 Class	4,677	37,635	(32,958	)	46,753	38,422	8,331
ING Clarion Real Estate Portfolio - Service Class	128,120	1,513,887	(1,385,767	)	921,570	2,302,213	(1,380,643	)
ING Clarion Real Estate Portfolio - Service 2 Class	5,596	140,650	(135,054	)	101,499	251,328	(149,829	)
ING DFA World Equity Portfolio - Service Class	9,644,054	5,788,587	3,855,467		6,018,422	6,358,864	(340,442	)
ING FMR^SMDiversified Mid Cap Portfolio - Service Class	9,134,959	14,298,104	(5,163,145	)	11,993,189	14,027,678	(2,034,489	)
ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class	75,879	250,592	(174,713	)	123,478	262,502	(139,024	)
ING Franklin Income Portfolio - Service Class	11,372,900	14,115,116	(2,742,216	)	19,152,614	13,329,973	5,822,641
ING Franklin Income Portfolio - Service 2 Class	284,891	261,085	23,806		304,876	276,396	28,480
ING Franklin Mutual Shares Portfolio - Service Class	4,237,549	4,737,191	(499,642	)	6,742,053	6,107,920	634,133
ING Franklin Templeton Founding Strategy Portfolio - Service Class	6,089,821	14,182,181	(8,092,360	)	16,080,003	19,493,470	(3,413,467	)
ING Global Resources Portfolio - Service Class	493,922	5,150,411	(4,656,489	)	6,685,696	8,256,640	(1,570,944	)
ING Global Resources Portfolio - Service 2 Class	8,360	139,830	(131,470	)	102,335	184,416	(82,081	)
ING Janus Contrarian Portfolio - Service Class	808,750	6,836,086	(6,027,336	)	5,578,332	13,257,041	(7,678,709	)
ING Janus Contrarian Portfolio - Service 2 Class	17,487	126,796	(109,309	)	80,729	285,596	(204,867	)
ING JPMorgan Emerging Markets Equity Portfolio - Service Class	1,060,173	7,800,475	(6,740,302	)	13,495,540	13,596,496	(100,956	)
ING JPMorgan Emerging Markets Equity Portfolio - Service 2 Class	6,390	126,440	(120,050	)	124,599	184,887	(60,288	)
ING JPMorgan Small Cap Core Equity Portfolio - Service Class	9,990,759	5,721,820	4,268,939		2,501,202	2,859,014	(357,812	)
ING JPMorgan Small Cap Core Equity Portfolio - Service 2 Class	11,074	249,315	(238,241	)	44,136	279,627	(235,491	)
ING Large Cap Growth Portfolio - Service Class	6,638,791	5,384,089	1,254,702		8,918,921	2,235,010	6,683,911
ING Large Cap Growth Portfolio - Service 2 Class	423	7,635	(7,212	)	991	20,984	(19,993	)
ING Limited Maturity Bond Portfolio - Service Class	157,542	1,085,915	(928,373	)	172,351	1,259,922	(1,087,571	)
ING Liquid Assets Portfolio - Service Class	66,660,459	93,629,206	(26,968,747	)	100,033,410	152,688,414	(52,655,004	)
ING Liquid Assets Portfolio - Service 2 Class	1,220,557	2,075,278	(854,721	)	1,670,729	3,901,797	(2,231,068	)

131

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


			Year ended December 31
		2010				2009
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING Lord Abbett Growth and Income Portfolio - Service Class	102,091	975,275	(873,184	)	195,971	1,272,743	(1,076,772	)
ING Lord Abbett Growth and Income Portfolio - Service 2 Class	1,035	13,498	(12,463	)	7,978	26,296	(18,318	)
ING Marsico Growth Portfolio - Service Class	5,236,359	7,672,902	(2,436,543	)	6,158,423	9,289,470	(3,131,047	)
ING Marsico Growth Portfolio - Service 2 Class	60,251	185,209	(124,958	)	152,268	211,557	(59,289	)
ING Marsico International Opportunities Portfolio - Service Class	416,206	2,709,114	(2,292,908	)	1,710,898	5,113,218	(3,402,320	)
ING MFS Total Return Portfolio - Service Class	3,515,688	8,314,583	(4,798,895	)	7,010,855	9,394,058	(2,383,203	)
ING MFS Total Return Portfolio - Service 2 Class	62,024	257,951	(195,927	)	147,999	440,045	(292,046	)
ING MFS Utilities Portfolio - Service Class	5,251,264	7,270,739	(2,019,475	)	7,677,149	10,147,969	(2,470,820	)
ING Morgan Stanley Global Franchise Portfolio - Service Class	6,130,806	4,848,116	1,282,690		5,215,590	5,142,938	72,652
ING Morgan Stanley Global Franchise Portfolio - Service 2 Class	148,253	460,238	(311,985	)	121,541	538,908	(417,367	)
ING Morgan Stanley Global Tactical Asset Allocation Portfolio - Service
Class	4,208,845	1,991,400	2,217,445		4,666,340	706,578	3,959,762
ING Oppenheimer Active Allocation Portfolio - Service Class	3,681,411	858,634	2,822,777		2,048,572	243,145	1,805,427
ING PIMCO High Yield Portfolio - Service Class	13,844,182	9,021,750	4,822,432		969,477	6,925,944	(5,956,467	)
ING PIMCO Total Return Bond Portfolio - Service Class	71,688,144	81,816,807	(10,128,663	)	97,437,019	59,413,076	38,023,943
ING PIMCO Total Return Bond Portfolio - Service 2 Class	977,870	1,321,593	(343,723	)	1,564,776	1,195,889	368,887
ING Pioneer Fund Portfolio - Service Class	1,085,630	1,189,840	(104,210	)	740,597	1,121,515	(380,918	)
ING Pioneer Mid Cap Value Portfolio - Service Class	4,665,841	11,639,451	(6,973,610	)	8,205,982	12,555,896	(4,349,914	)
ING Retirement Conservative Portfolio - Adviser Class	27,610,889	22,349,950	5,260,939		52,086,673	3,894,878	48,191,795
ING Retirement Growth Portfolio - Adviser Class	23,269,699	58,460,607	(35,190,908	)	498,382,902	14,157,359	484,225,543
ING Retirement Moderate Growth Portfolio - Adviser Class	22,502,254	42,025,734	(19,523,480	)	331,988,356	9,052,622	322,935,734
ING Retirement Moderate Portfolio - Adviser Class	18,133,081	32,507,301	(14,374,220	)	193,428,098	7,212,114	186,215,984
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	12,323,781	14,870,617	(2,546,836	)	17,600,263	17,081,278	518,985
ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class	196,903	813,416	(616,513	)	225,842	749,451	(523,609	)
ING T. Rowe Price Equity Income Portfolio - Service Class	4,938,287	6,778,123	(1,839,836	)	6,360,252	7,178,319	(818,067	)
ING T. Rowe Price Equity Income Portfolio - Service 2 Class	104,057	210,976	(106,919	)	98,206	283,142	(184,936	)
ING Templeton Global Growth Portfolio - Service Class	1,880,781	3,378,206	(1,497,425	)	2,779,038	2,929,241	(150,203	)
ING Templeton Global Growth Portfolio - Service 2 Class	30,001	43,835	(13,834	)	24,368	35,756	(11,388	)
ING Van Kampen Growth and Income Portfolio - Service Class	2,013,383	4,731,661	(2,718,278	)	3,232,339	4,799,103	(1,566,764	)
ING Van Kampen Growth and Income Portfolio - Service 2 Class	96,883	385,212	(288,329	)	225,182	453,973	(228,791	)
ING Wells Fargo HealthCare Portfolio - Service Class	3,551,121	5,499,236	(1,948,115	)	6,606,332	7,980,311	(1,373,979	)

132

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


			Year ended December 31
		2010				2009
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	2,039,166	3,845,835	(1,806,669	)	1,775,341	893,008	882,333
ING Wells Fargo Small Cap Disciplined Portfolio - Service 2 Class	29	47,116	(47,087	)	153	5,144	(4,991	)
ING Mutual Funds:
ING Diversified International Fund - Class R	14	4,901	(4,887	)	18	4,785	(4,767	)
ING Partners, Inc.:
ING American Century Small-Mid Cap Value Portfolio - Service Class	57,468	27,691	29,777		112,936	19,916	93,020
ING Baron Small Cap Growth Portfolio - Service Class	9,433,566	10,720,700	(1,287,134	)	15,460,465	10,216,661	5,243,804
ING Columbia Small Cap Value Portfolio - Service Class	402,181	4,285,125	(3,882,944	)	6,912,213	8,212,602	(1,300,389	)
ING Davis New York Venture Portfolio - Service Class	6,334,472	6,561,776	(227,304	)	11,317,153	8,289,814	3,027,339
ING JPMorgan Mid Cap Value Portfolio - Service Class	8,736,398	5,408,288	3,328,110		4,747,238	2,352,252	2,394,986
ING Legg Mason ClearBridge Aggressive Growth Portfolio - Service Class	187,295	1,218,110	(1,030,815	)	199,007	1,528,203	(1,329,196	)
ING Oppenheimer Global Portfolio - Initial Class	65,989	192,519	(126,530	)	90,351	233,628	(143,277	)
ING Oppenheimer Global Portfolio - Service Class	350,782	1,579,746	(1,228,964	)	1,280,265	2,986,018	(1,705,753	)
ING Oppenheimer Global Strategic Income Portfolio - Service Class	192,428	203,127	(10,699	)	71,846	253,796	(181,950	)
ING PIMCO Total Return Portfolio - Service Class	9,929	172,173	(162,244	)	203,986	198,173	5,813
ING Solution 2015 Portfolio - Service Class	31,634	108,186	(76,552	)	478,956	163,082	315,874
ING Solution 2025 Portfolio - Service Class	88,553	130,671	(42,118	)	633,355	101,208	532,147
ING Solution 2035 Portfolio - Service Class	23,942	138,705	(114,763	)	260,852	170,466	90,386
ING Solution 2045 Portfolio - Service Class	2,143	28,007	(25,864	)	16,435	34,830	(18,395	)
ING Solution Income Portfolio - Service Class	22,496	83,181	(60,685	)	126,852	73,781	53,071
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class	104,694	91,136	13,558		388,149	47,438	340,711
ING T. Rowe Price Growth Equity Portfolio - Service Class	6,255,256	6,575,965	(320,709	)	11,486,303	4,675,708	6,810,595
ING Templeton Foreign Equity Portfolio - Service Class	11,508,109	11,199,089	309,020		13,339,518	9,723,596	3,615,922
ING Thornburg Value Portfolio - Initial Class	44,699	69,072	(24,373	)	24,338	49,714	(25,376	)
ING Thornburg Value Portfolio - Service Class	102,632	130,163	(27,531	)	143,282	104,718	38,564
ING UBS U.S. Large Cap Equity Portfolio - Service Class	349,179	440,828	(91,649	)	21,606	168,389	(146,783	)
ING Van Kampen Comstock Portfolio - Service Class	4,203,283	3,960,661	242,622		3,595,157	4,209,288	(614,131	)
ING Van Kampen Equity and Income Portfolio - Initial Class	22,344	64,536	(42,192	)	114	18,612	(18,498	)
ING Van Kampen Equity and Income Portfolio - Service Class	3,217,573	3,286,351	(68,778	)	3,981,043	5,317,039	(1,335,996	)

133

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


			Year ended December 31
		2010				2009
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio - Class S	7,416	9,775	(2,359	)	15,260	16,067	(807	)
ING Strategic Allocation Growth Portfolio - Class S	308	3,843	(3,535	)	4,091	7,118	(3,027	)
ING Strategic Allocation Moderate Portfolio - Class S	57,952	54,750	3,202		7,093	9,342	(2,249	)
ING Variable Funds:
ING Growth and Income Portfolio - Class I	-	978	(978	)	-	825	(825	)
ING Growth and Income Portfolio - Class S	4,813,758	11,480,592	(6,666,834	)	23,372,789	10,183,271	13,189,518
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 5	210,939	499,238	(288,299	)	198,514	447,916	(249,402	)
ING GET U.S. Core Portfolio - Series 6	279,301	647,116	(367,815	)	239,766	657,347	(417,581	)
ING GET U.S. Core Portfolio - Series 7	281,862	583,817	(301,955	)	77,260	213,747	(136,487	)
ING GET U.S. Core Portfolio - Series 8	109,943	254,160	(144,217	)	63,228	245,460	(182,232	)
ING GET U.S. Core Portfolio - Series 9	66,068	183,048	(116,980	)	105,587	197,861	(92,274	)
ING GET U.S. Core Portfolio - Series 10	34,851	128,563	(93,712	)	38,405	128,397	(89,992	)
ING GET U.S. Core Portfolio - Series 11	78,324	175,654	(97,330	)	89,504	266,327	(176,823	)
ING GET U.S. Core Portfolio - Series 12	30,643	64,733	(34,090	)	13,991	60,972	(46,981	)
ING GET U.S. Core Portfolio - Series 13	71,078	422,812	(351,734	)	65,252	702,351	(637,099	)
ING GET U.S. Core Portfolio - Series 14	293,231	1,365,264	(1,072,033	)	3,726,075	6,619,304	(2,893,229	)
ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology Opportunities Portfolio - Class S	12,679,644	12,310,839	368,805		18,859,241	9,444,370	9,414,871
ING Euro STOXX 50 Index Portfolio - Class A	1,030,159	551,184	478,975		118,409	56,338	62,071
ING FTSE 100 Index Portfolio - Class A	714,616	460,614	254,002		74,851	1,197	73,654
ING Hang Seng Index Portfolio - Class S	6,153,732	3,386,530	2,767,202		4,311,014	1,085,883	3,225,131
ING Index Plus LargeCap Portfolio - Class S	2,235,336	5,660,031	(3,424,695	)	4,426,826	8,774,823	(4,347,997	)
ING Index Plus MidCap Portfolio - Class S	512,867	2,091,172	(1,578,305	)	634,350	2,600,153	(1,965,803	)
ING Index Plus SmallCap Portfolio - Class S	327,316	1,406,173	(1,078,857	)	515,644	1,832,868	(1,317,224	)
ING International Index Portfolio - Class S	6,156,045	7,206,256	(1,050,211	)	10,344,834	2,348,210	7,996,624
ING Japan TOPIX Index® Portfolio - Class A	1,372,471	635,799	736,672		67,500	34,583	32,917
ING Opportunistic Large Cap Portfolio - Class S	100,749	1,485,144	(1,384,395	)	136,507	377,654	(241,147	)
ING Russell™ Global Large Cap Index 75% Portfolio - Class S	482,809	2,200,644	(1,717,835	)	1,658,272	275,337	1,382,935
ING Russell™ Large Cap Growth Index Portfolio - Class S	1,413,451	2,435,885	(1,022,434	)	12,716,446	1,506,176	11,210,270

134

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


			Year ended December 31
		2010				2009
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
ING Variable Portfolios, Inc. (continued):
ING Russell™ Large Cap Index Portfolio - Class S	5,622,005	11,652,340	(6,030,335	)	50,637,531	8,299,860	42,337,671
ING Russell™ Large Cap Value Index Portfolio - Class S	1,788,521	1,129,693	658,828		2,295,781	373,547	1,922,234
ING Russell™ Mid Cap Growth Index Portfolio - Class S	4,844,780	5,422,222	(577,442	)	21,074,210	1,917,538	19,156,672
ING Russell™ Mid Cap Index Portfolio - Class S	9,433,486	7,850,011	1,583,475		10,832,295	4,403,603	6,428,692
ING Russell™ Small Cap Index Portfolio - Class S	14,347,490	11,359,963	2,987,527		11,286,060	8,153,924	3,132,136
ING Small Company Portfolio - Class S	8,963,102	7,999,475	963,627		8,312,508	6,042,586	2,269,922
ING U.S. Bond Index Portfolio - Class S	12,330,745	15,013,483	(2,682,738	)	24,404,746	17,982,606	6,422,140
ING WisdomTree^SMGlobal High-Yielding Equity Index Portfolio - Class S	5,180,598	7,718,793	(2,538,195	)	13,523,895	9,941,585	3,582,310
ING Variable Products Trust:
ING International Value Portfolio - Class S	36,456	129,582	(93,126	)	109,923	137,497	(27,574	)
ING MidCap Opportunities Portfolio - Class S	11,818,142	10,176,841	1,641,301		7,188,087	8,677,440	(1,489,353	)
ING SmallCap Opportunities Portfolio - Class S	282,197	1,280,291	(998,094	)	158,120	1,125,021	(966,901	)
Invesco Variable Insurance Funds:
Invesco V.I. Leisure Fund - Series I Shares	42,303	342,828	(300,525	)	31,058	349,079	(318,021	)
Legg Mason Partners Variable Equity Trust:
Legg Mason ClearBridge Variable Large Cap Value Portfolio - Class I	144	1,075	(931	)	105	1,481	(1,376	)
Legg Mason Global Currents Variable International All Cap Opportunity
Portfolio	-	605	(605	)	-	261	(261	)
Legg Mason Partners Variable Income Trust:
Legg Mason Western Asset Variable High Income Portfolio	9	840	(831	)	-	131	(131	)
Legg Mason Western Asset Variable Money Market Portfolio	-	1,725	(1,725	)	53	8	45
Oppenheimer Variable Account Funds:
Oppenheimer Main Street Small Cap Fund®/VA - Service Class	7,973	12,794	(4,821	)	46,964	15,802	31,162
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class	302,055	266,038	36,017		452,739	248,669	204,070
Pioneer Variable Contracts Trust:
Pioneer Equity Income VCT Portfolio - Class II	44,318	187,657	(143,339	)	282,017	288,418	(6,401	)
ProFunds:
ProFund VP Bull	86,315	307,498	(221,183	)	26,235	270,575	(244,340	)
ProFund VP Europe 30	52,539	190,216	(137,677	)	34,631	291,508	(256,877	)
ProFund VP Rising Rates Opportunity	263,707	521,193	(257,486	)	204,523	681,580	(477,057	)

135

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


			Year ended December 31
		2010				2009
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
Wells Fargo Funds Trust:
Wells Fargo Advantage VT Omega Growth Fund - Class 2	176,296	58,064	118,232		-	-	-
Wells Fargo Variable Trust:
Wells Fargo Advantage VT C&B Large Cap Value Fund	29	21,861	(21,832	)	152	5,143	(4,991	)
Wells Fargo Advantage VT Index Asset Allocation Fund - Class 2	990	7,862	(6,872	)	1,744	24,958	(23,214	)
Wells Fargo Advantage VT Intrinsic Value Fund - Class 2	61,011	44,273	16,738		702	5,759	(5,057	)
Wells Fargo Advantage VT Large Company Growth Fund	2,912	162,411	(159,499	)	274	32,595	(32,321	)
Wells Fargo Advantage VT Money Market Fund	-	3,514	(3,514	)	-	524	(524	)
Wells Fargo Advantage VT Small Cap Growth Fund - Class 2	647	8,571	(7,924	)	-	11,460	(11,460	)
Wells Fargo Advantage VT Total Return Bond Fund	3,485	8,273	(4,788	)	4,490	8,688	(4,198	)

136

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


9	.	Unit Summary

		A summary of units outstanding at December 31, 2010 follows:

		Division/Contract	Units		Unit Value		Extended Value
		BlackRock Global Allocation V.I. Fund - Class III
		Contracts in accumulation period:
		Band 2	13,559.990	$	10.43	$	141,431
		Band 4	109,102.540		10.36		1,130,302
		Band 5	33,421.661		10.34		345,580
		Band 6	14,545,661.720		10.31		149,965,772
		Band 7	3,582,001.065		10.30		36,894,611
		Band 8	6,150,537.869		10.27		63,166,024
		Band 9	347,522.704		10.26		3,565,583
		Band 10	32,649,951.540		10.24		334,335,504
		Band 11	3,721,600.145		10.23		38,071,969
		Band 12	1,130,871.428		10.21		11,546,197
		Band 13	4,848,083.832		10.20		49,450,455
		Band 14	5,511,970.892		10.17		56,056,744
		Band 15	9,731,706.843		10.16		98,874,142
		Band 16	404,099.506		10.13		4,093,528
		Band 17	6,172,428.268		10.11		62,403,250
		Band 18	12,313.150		10.10		124,363
		Band 19	115,909.259		10.07		1,167,206
		Band 20	2,659,829.148		10.19		27,103,659
		Band 21	359,612.495		10.14		3,646,471
		Band 26	281,015.229		10.44		2,933,799
		Band 27	86,277.250		10.36		893,832
		Band 28	42,151.363		10.31		434,581
		Band 29	37,018.529		10.30		381,291
		Band 30	12,963.103		10.21		132,353
		Band 31	12,691.859		10.17		129,076
		Band 38	386,896.812		10.43		4,035,334
		Band 41	8,409.199		10.22		85,942
		Band 42	12,552.161		10.16		127,530
		Band 43	181,048.373		10.12		1,832,210
		Band 45	334.825		9.97		3,338
		Band 46	12,815,939.410		10.09		129,312,829
		Band 47	1,076,203.479		10.04		10,805,083
		Band 50	12,193.754		10.20		124,376
		Band 55	33,603.962		10.27		345,113
		Band 56	5,623,570.871		10.39		58,428,901
		Band 57	61,011.013		10.23		624,143
		Band 59	27,518.357		10.07		277,110
		Band 60	1,645.639		10.26		16,884
		Band 64	11,692.464		10.14		118,562
			112,824,921.707			$	1,153,125,078




		137

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


Division/Contract	Units		Unit Value		Extended Value
Columbia Asset Allocation Fund, Variable Series -
Class A
Contracts in accumulation period:
Band 6	657.190	$	15.66	$	10,292
Band 7	12,515.858		15.60		195,247
Band 8	3,319.870		15.48		51,392
Band 9	1,335.859		15.42		20,599
Band 11	918.721		15.30		14,056
Band 13	768.009		15.18		11,658
	19,515.507			$	303,244
Columbia Federal Securities Fund, Variable Series -
Class A
Contracts in accumulation period:
Band 7	1,145.523	$	12.40	$	14,204
Band 13	387.049		12.07		4,672
	1,532.572			$	18,876
Columbia Large Cap Growth Fund, Variable Series -
Class A
Contracts in accumulation period:
Band 6	1,059.272	$	11.81	$	12,510
Band 7	22,946.715		11.78		270,312
Band 9	664.991		11.67		7,760
Band 11	868.732		11.60		10,077
Band 13	3,442.334		11.54		39,725
Band 14	1,773.072		11.47		20,337
	30,755.116			$	360,721
Columbia Small Cap Value Fund, Variable Series -
Class B
Contracts in accumulation period:
Band 2	1,528.484	$	14.31	$	21,873
Band 4	7,579.694		21.68		164,328
Band 5	4,263.966		21.59		92,059
Band 6	1,094,501.400		21.42		23,444,220
Band 7	745,402.228		21.34		15,906,884
Band 8	390,404.565		21.18		8,268,769
Band 9	29,596.756		21.09		624,196
Band 10	894,396.748		21.01		18,791,276
Band 11	346,007.178		20.93		7,241,930
Band 12	133,921.722		20.85		2,792,268
Band 13	373,934.538		20.77		7,766,620
Band 14	1,253,425.509		20.61		25,833,100
Band 15	373,699.766		20.53		7,672,056
Band 16	41,190.828		20.37		839,057
Band 17	835,981.882		20.29		16,962,072
Band 18	12,203.370		20.21		246,630
Band 19	53,998.446		20.05		1,082,669
Band 20	759,123.273		20.69		15,706,261
Band 21	55,993.344		20.45		1,145,064
Band 26	28,802.918		14.35		413,322

138

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


Division/Contract	Units		Unit Value		Extended Value
Columbia Small Cap Value Fund, Variable Series -
Class B (continued)
Band 27	8,769.908	$	14.11	$	123,743
Band 28	3,477.857		13.98		48,620
Band 29	78.452		13.94		1,094
Band 30	1,832.715		13.70		25,108
Band 41	1,082.163		13.71		14,836
Band 42	1,180.105		13.55		15,990
Band 43	6,345.489		13.43		85,220
Band 46	515,510.367		12.53		6,459,345
Band 47	33,714.590		12.42		418,735
	8,007,948.261			$	162,207,345
Columbia Small Company Growth Fund, Variable
Series - Class A
Contracts in accumulation period:
Band 7	301.549	$	18.85	$	5,684
Band 8	674.706		18.70		12,617
	976.255			$	18,301
Fidelity® VIP Equity-Income Portfolio - Service Class 2
Contracts in accumulation period:
Band 2	1,716.234	$	11.51	$	19,754
Band 3	357.019		11.13		3,974
Band 4	108,181.317		11.24		1,215,958
Band 5	62,730.055		11.19		701,949
Band 6	2,311,978.349		11.08		25,616,720
Band 7	1,445,626.551		11.03		15,945,261
Band 8	805,806.275		10.92		8,799,405
Band 9	246,376.463		10.87		2,678,112
Band 10	1,758,439.725		10.82		19,026,318
Band 11	509,299.187		10.76		5,480,059
Band 12	417,371.547		10.71		4,470,049
Band 13	910,072.925		10.66		9,701,377
Band 14	1,924,717.588		10.56		20,325,018
Band 15	774,051.474		10.51		8,135,281
Band 16	101,891.369		10.41		1,060,689
Band 17	1,290,394.348		10.36		13,368,485
Band 18	30,018.697		10.31		309,493
Band 19	85,217.408		10.21		870,070
Band 20	1,090,666.299		10.61		11,571,969
Band 21	213,828.149		10.46		2,236,642
Band 25	7,846.013		11.62		91,171
Band 26	293,761.374		11.57		3,398,819
Band 27	162,013.246		11.24		1,821,029
Band 28	39,810.601		11.08		441,101
Band 29	128,808.459		11.02		1,419,469
Band 30	35,705.225		10.71		382,403
Band 31	17,510.695		10.56		184,913
Band 34	94.365		9.93		937
Band 35	171,551.677		11.79		2,022,594

139

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


Division/Contract	Units		Unit Value		Extended Value
Fidelity® VIP Equity-Income Portfolio - Service Class 2
(continued)
Band 36	21,685.862	$	11.57	$	250,905
Band 37	32,281.489		11.40		368,009
Band 38	613,588.036		13.31		8,166,857
Band 39	106,817.886		13.12		1,401,451
Band 40	37,598.436		12.97		487,652
Band 41	18,076.577		12.08		218,365
Band 42	14,903.228		11.91		177,497
Band 43	94,275.560		11.77		1,109,623
Band 45	2,089.877		10.09		21,087
Band 46	671,601.191		9.74		6,541,396
Band 47	125,267.140		9.65		1,208,828
Band 51	676.103		9.19		6,213
Band 55	1,074.223		9.43		10,130
Band 56	16,293.282		8.77		142,892
	16,702,071.524			$	181,409,924
Fidelity® VIP Contrafund® Portfolio - Service Class 2
Contracts in accumulation period:
Band 2	13,056.131	$	13.54	$	176,780
Band 4	327,231.711		16.07		5,258,614
Band 5	87,154.676		15.95		1,390,117
Band 6	9,154,107.850		13.24		121,200,388
Band 7	1,379,878.372		15.72		21,691,688
Band 8	4,711,109.231		13.12		61,809,753
Band 9	606,697.088		15.49		9,397,738
Band 10	11,446,143.750		13.52		154,751,864
Band 11	1,298,422.963		13.01		16,892,483
Band 12	299,967.237		12.97		3,890,575
Band 13	2,816,261.141		15.20		42,807,169
Band 14	4,113,038.438		12.86		52,893,674
Band 15	3,970,153.479		14.98		59,472,899
Band 16	398,298.368		12.75		5,078,304
Band 17	3,558,174.256		12.71		45,224,395
Band 18	10,969.785		12.67		138,987
Band 19	71,732.041		12.98		931,082
Band 20	1,254,173.607		13.34		16,730,676
Band 21	436,611.134		13.20		5,763,267
Band 26	741,477.447		16.49		12,226,963
Band 27	331,215.197		16.02		5,306,067
Band 28	104,271.316		15.79		1,646,444
Band 29	252,580.457		15.71		3,968,039
Band 30	38,514.781		15.27		588,121
Band 31	20,769.639		15.05		312,583
Band 35	489,750.101		16.81		8,232,699
Band 36	109,249.235		16.49		1,801,520
Band 37	69,449.025		16.25		1,128,547
Band 38	2,620,332.628		17.26		45,226,941

140

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


Division/Contract	Units		Unit Value		Extended Value
Fidelity® VIP Contrafund® Portfolio - Service Class 2
(continued)
Band 39	718,804.264	$	17.00	$	12,219,672
Band 40	245,717.788		16.81		4,130,516
Band 41	132,588.014		15.49		2,053,788
Band 42	32,591.510		15.26		497,346
Band 43	213,674.958		15.09		3,224,355
Band 44	5,464.890		13.14		71,809
Band 45	13,008.846		12.90		167,814
Band 46	4,114,882.389		12.63		51,970,965
Band 47	533,206.035		12.52		6,675,740
Band 50	29,958.161		10.86		325,346
Band 51	903.782		10.71		9,680
Band 52	12,209.166		11.04		134,789
Band 53	750.054		10.91		8,183
Band 54	2,815.151		10.76		30,291
Band 55	6,147.280		10.99		67,559
Band 56	834,369.985		9.21		7,684,548
Band 57	8,025.088		9.06		72,707
Band 59	1,486.423		8.91		13,244
Band 60	5,096.955		9.09		46,331
	57,642,491.823			$	795,343,060
Franklin Small Cap Value Securities Fund - Class 2
Contracts in accumulation period:
Band 35	39,346.418	$	19.07	$	750,336
Band 36	15,105.409		18.72		282,773
Band 37	6,718.358		18.47		124,088
Band 38	439,365.985		19.38		8,514,913
Band 39	228,066.007		19.09		4,353,780
Band 40	19,012.339		18.88		358,953
	747,614.516			$	14,384,843
ING Balanced Portfolio - Class S
Contracts in accumulation period:
Band 4	1,977.678	$	10.20	$	20,172
Band 7	9,463.112		10.10		95,577
Band 9	53,976.860		10.03		541,388
Band 10	9,953.581		10.00		99,536
Band 13	6,616.274		9.93		65,700
Band 15	13,227.735		9.86		130,425
Band 21	19,357.697		9.84		190,480
Band 26	40,272.512		10.34		416,418
Band 27	12,043.783		10.20		122,847
Band 28	1,416.957		10.12		14,340
Band 29	20,239.037		10.10		204,414
Band 30	1,687.995		9.96		16,812
Band 31	19,122.496		9.89		189,121
Band 35	46,496.173		13.67		635,603
Band 36	1,917.293		13.46		25,807

141

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


Division/Contract	Units		Unit Value		Extended Value
ING Balanced Portfolio - Class S (continued)
Band 37	13,082.446	$	13.31	$	174,127
Band 38	207,014.400		13.09		2,709,818
Band 39	47,597.234		12.89		613,528
Band 40	17,766.896		12.75		226,528
Band 41	8,846.754		9.96		88,114
Band 42	1,614.236		9.87		15,933
Band 43	8,638.840		9.80		84,661
	562,329.989			$	6,681,349
ING Intermediate Bond Portfolio - Class S
Contracts in accumulation period:
Band 1	7,519.419	$	13.97	$	105,046
Band 2	24,916.353		13.73		342,102
Band 3	312.898		13.31		4,165
Band 4	374,615.522		13.43		5,031,086
Band 5	37,892.684		13.37		506,625
Band 6	14,805,735.190		13.26		196,324,049
Band 7	2,524,418.183		13.20		33,322,320
Band 8	7,515,593.550		13.08		98,303,964
Band 9	1,186,881.291		13.03		15,465,063
Band 10	19,438,550.640		12.97		252,118,002
Band 11	2,331,473.273		12.91		30,099,320
Band 12	519,721.692		12.85		6,678,424
Band 13	6,019,745.942		12.80		77,052,748
Band 14	7,097,567.530		12.69		90,068,132
Band 15	6,206,307.986		12.63		78,385,670
Band 16	835,637.419		12.52		10,462,180
Band 17	5,525,607.371		12.46		68,849,068
Band 18	34,976.069		12.41		434,053
Band 19	122,247.581		12.30		1,503,645
Band 20	1,963,729.233		12.74		25,017,910
Band 21	318,166.555		12.57		3,999,354
Band 25	14,855.651		13.85		205,751
Band 26	2,931,067.242		11.80		34,586,593
Band 27	1,252,547.236		11.59		14,517,022
Band 28	698,060.444		11.49		8,020,715
Band 29	690,271.853		11.46		7,910,515
Band 30	256,725.736		11.26		2,890,732
Band 31	132,397.657		11.16		1,477,558
Band 35	336,344.319		14.03		4,718,911
Band 36	81,977.174		13.79		1,130,465
Band 37	20,839.234		13.61		283,622
Band 38	4,485,422.907		12.69		56,920,017
Band 39	1,053,124.205		12.50		13,164,053
Band 40	368,057.961		12.36		4,549,196
Band 41	37,492.595		11.27		422,542
Band 42	42,985.339		11.14		478,857
Band 43	235,606.787		11.04		2,601,099
Band 44	1,390.599		10.81		15,032

142

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


Division/Contract	Units		Unit Value		Extended Value
ING Intermediate Bond Portfolio - Class S (continued)
Band 45	10,474.089	$	10.72	$	112,282
Band 46	6,900,836.882		10.99		75,840,197
Band 47	927,830.590		10.89		10,104,075
Band 49	160,362.385		10.69		1,714,274
Band 50	27,776.197		11.38		316,093
Band 51	26,009.300		11.22		291,824
Band 52	7,264.035		11.56		83,972
Band 53	3,528.180		11.43		40,327
Band 54	12,788.874		11.28		144,258
Band 55	40,869.782		11.51		470,411
Band 56	1,482,305.711		10.63		15,756,910
Band 57	30,472.336		10.45		318,436
Band 58	964.911		10.37		10,006
Band 59	5,609.335		10.28		57,664
Band 60	2,559.295		10.48		26,821
Band 64	10,665.802		10.63		113,377
	99,181,101.024			$	1,253,366,533
ING American Funds Asset Allocation Portfolio
Contracts in accumulation period:
Band 2	9,804.533	$	9.76	$	95,692
Band 4	64,240.845		9.69		622,494
Band 5	4,954.148		9.68		47,956
Band 6	6,373,629.697		9.66		61,569,263
Band 7	949,846.768		9.64		9,156,523
Band 8	1,965,775.426		9.62		18,910,760
Band 9	80,741.819		9.60		775,121
Band 10	11,286,916.050		9.59		108,241,525
Band 11	1,963,280.299		9.58		18,808,225
Band 12	104,038.031		9.56		994,604
Band 13	1,325,089.643		9.55		12,654,606
Band 14	1,148,052.239		9.52		10,929,457
Band 15	4,027,563.019		9.51		38,302,124
Band 16	163,406.748		9.49		1,550,730
Band 17	1,277,306.347		9.47		12,096,091
Band 18	7,646.237		9.46		72,333
Band 19	14,450.856		9.43		136,272
Band 20	789,389.587		9.54		7,530,777
Band 21	51,925.891		9.50		493,296
Band 26	31,953.382		9.77		312,185
Band 27	81,454.982		9.69		789,299
Band 28	42,705.659		9.65		412,110
Band 29	5,437.379		9.64		52,416
Band 30	5,654.904		9.56		54,061
Band 38	48,293.118		9.76		471,341
Band 41	603.679		9.57		5,777
Band 42	20,181.281		9.51		191,924
Band 43	29,976.215		9.47		283,875

143

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


Division/Contract	Units		Unit Value		Extended Value
ING American Funds Asset Allocation Portfolio
(continued)
Band 46	2,007,999.358	$	9.45	$	18,975,594
Band 47	174,195.638		9.41		1,639,181
Band 50	6,013.668		9.55		57,431
Band 55	2,568.295		9.62		24,707
Band 56	2,587,105.511		9.72		25,146,666
Band 57	46,961.482		9.58		449,891
Band 59	12,994.818		9.44		122,671
Band 60	17,527.644		9.60		168,265
	36,729,685.196			$	352,145,243
ING American Funds Bond Portfolio
Contracts in accumulation period:
Band 2	29,857.287	$	10.53	$	314,397
Band 4	101,191.661		10.28		1,040,250
Band 5	20,274.922		10.44		211,670
Band 6	8,176,396.079		10.23		83,644,532
Band 7	1,208,034.636		10.22		12,346,114
Band 8	3,023,318.677		10.19		30,807,617
Band 9	233,092.893		10.17		2,370,555
Band 10	10,751,091.660		10.16		109,231,091
Band 11	1,976,688.384		10.14		20,043,620
Band 12	296,209.421		10.13		3,000,601
Band 13	3,074,338.943		10.11		31,081,567
Band 14	2,515,630.063		10.08		25,357,551
Band 15	4,313,504.802		10.07		43,436,993
Band 16	183,371.099		10.04		1,841,046
Band 17	2,755,719.355		10.02		27,612,308
Band 18	5,234.983		10.00		52,350
Band 19	82,172.402		9.97		819,259
Band 20	1,236,491.375		10.10		12,488,563
Band 21	180,259.478		10.05		1,811,608
Band 26	222,516.637		10.55		2,347,551
Band 27	77,172.037		10.46		807,220
Band 28	46,668.039		10.41		485,814
Band 29	24,826.737		10.40		258,198
Band 30	18,545.435		10.31		191,203
Band 31	31,615.724		10.27		324,693
Band 35	114,695.702		10.43		1,196,276
Band 36	18,403.940		10.37		190,849
Band 37	18,704.981		10.32		193,035
Band 38	2,302,829.582		10.35		23,834,286
Band 39	528,856.765		10.29		5,441,936
Band 40	302,147.133		10.25		3,097,008
Band 41	38,544.671		10.32		397,781
Band 42	13,965.118		10.26		143,282
Band 43	91,689.291		10.22		937,065
Band 45	1,318.187		10.07		13,274
Band 46	2,956,945.117		9.99		29,539,882

144

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


Division/Contract	Units		Unit Value		Extended Value
ING American Funds Bond Portfolio (continued)
Band 47	401,888.212	$	9.94	$	3,994,769
Band 55	10,935.735		10.19		111,435
Band 56	1,768,568.137		10.31		18,233,937
Band 57	65,411.801		10.14		663,276
Band 59	10,944.530		9.98		109,226
Band 60	15,863.672		10.17		161,334
Band 61	2,457.762		10.10		24,823
Band 64	10,305.436		10.24		105,528
	49,258,698.501			$	500,315,373
ING American Funds Growth Portfolio
Contracts in accumulation period:
Band 2	67,695.503	$	14.54	$	984,293
Band 4	853,552.917		14.28		12,188,736
Band 5	176,198.091		14.22		2,505,537
Band 6	25,830,505.410		14.12		364,726,736
Band 7	7,750,331.404		14.07		109,047,163
Band 8	11,927,677.580		13.96		166,510,379
Band 9	2,013,938.123		13.91		28,013,879
Band 10	28,931,188.660		13.86		400,986,275
Band 11	5,072,855.998		13.81		70,056,141
Band 12	1,180,264.314		13.76		16,240,437
Band 13	7,734,697.320		13.70		105,965,353
Band 14	13,894,288.580		13.60		188,962,325
Band 15	13,344,121.590		13.55		180,812,848
Band 16	796,076.135		13.45		10,707,224
Band 17	14,568,733.200		13.40		195,221,025
Band 18	42,590.509		13.35		568,583
Band 19	531,552.183		13.25		7,043,066
Band 20	7,652,669.355		13.65		104,458,937
Band 21	1,017,485.099		13.50		13,736,049
Band 26	1,093,287.769		14.60		15,962,001
Band 27	430,985.881		14.28		6,154,478
Band 28	289,304.162		14.12		4,084,975
Band 29	434,516.336		14.06		6,109,300
Band 30	112,026.092		13.75		1,540,359
Band 31	71,213.450		13.60		968,503
Band 35	223,093.406		11.41		2,545,496
Band 36	30,825.461		11.29		348,019
Band 37	41,947.880		14.44		605,727
Band 38	3,477,006.758		11.26		39,151,096
Band 39	774,945.040		11.14		8,632,888
Band 40	326,089.647		11.04		3,600,030
Band 41	232,705.344		13.76		3,202,026
Band 42	114,113.902		13.56		1,547,385
Band 43	547,929.231		13.41		7,347,731
Band 44	8,228.683		11.98		98,580
Band 45	16,607.529		11.75		195,138
Band 46	14,501,898.910		11.58		167,931,989

145

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


Division/Contract	Units		Unit Value		Extended Value
ING American Funds Growth Portfolio (continued)
Band 47	1,133,281.486	$	11.47	$	12,998,739
Band 50	57,644.531		10.44		601,809
Band 51	63,520.006		10.30		654,256
Band 52	6,768.909		10.61		71,818
Band 53	3,526.276		10.49		36,991
Band 54	10,340.652		10.34		106,922
Band 55	48,158.185		10.56		508,550
Band 56	4,029,127.449		9.25		37,269,429
Band 57	31,917.723		9.10		290,451
Band 59	30,869.063		8.95		276,278
Band 60	11,640.145		9.13		106,275
Band 61	3,784.117		9.06		34,284
Band 62	4,949.969		8.98		44,451
Band 64	1,122.766		9.27		10,408
	171,549,798.729			$	2,301,771,368
ING American Funds Growth-Income Portfolio
Contracts in accumulation period:
Band 2	40,799.306	$	12.70	$	518,151
Band 4	970,453.594		12.47		12,101,556
Band 5	59,859.225		12.43		744,050
Band 6	17,556,910.650		12.33		216,476,708
Band 7	5,194,637.562		12.29		63,842,096
Band 8	7,628,865.312		12.20		93,072,157
Band 9	2,035,007.633		12.15		24,725,343
Band 10	18,859,468.990		12.11		228,388,169
Band 11	3,496,988.501		12.06		42,173,681
Band 12	686,003.145		12.02		8,245,758
Band 13	5,370,763.362		11.97		64,288,037
Band 14	9,526,910.098		11.88		113,179,692
Band 15	9,654,053.259		11.84		114,303,991
Band 16	515,490.247		11.75		6,057,010
Band 17	10,052,428.420		11.71		117,713,937
Band 18	26,521.520		11.66		309,241
Band 19	428,857.728		11.57		4,961,884
Band 20	4,924,284.096		11.93		58,746,709
Band 21	1,086,717.483		11.79		12,812,399
Band 26	906,288.357		12.75		11,555,177
Band 27	476,610.314		12.47		5,943,331
Band 28	185,386.560		12.33		2,285,816
Band 29	398,141.933		12.29		4,893,164
Band 30	119,576.447		12.01		1,436,113
Band 31	77,034.517		11.88		915,170
Band 35	133,933.631		10.45		1,399,606
Band 36	26,616.224		10.34		275,212
Band 37	41,543.446		12.61		523,863
Band 38	2,186,805.042		10.31		22,545,960
Band 39	287,316.531		10.20		2,930,629
Band 40	246,077.647		10.11		2,487,845

146

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


Division/Contract	Units		Unit Value		Extended Value
ING American Funds Growth-Income Portfolio
(continued)
Band 41	149,471.618	$	12.02	$	1,796,649
Band 42	92,928.970		11.84		1,100,279
Band 43	457,923.541		11.71		5,362,285
Band 44	6,228.997		10.39		64,719
Band 45	23,918.388		10.21		244,207
Band 46	8,815,323.056		9.98		87,976,924
Band 47	950,481.730		9.89		9,400,264
Band 50	17,335.646		9.71		168,329
Band 51	492,257.926		9.57		4,710,908
Band 52	2,605.229		9.86		25,688
Band 53	7,543.306		9.75		73,547
Band 54	10,023.291		9.62		96,424
Band 55	28,197.450		9.82		276,899
Band 56	3,413,311.834		9.09		31,027,005
Band 57	13,266.760		8.94		118,605
Band 59	6,252.184		8.79		54,957
Band 60	22,313.455		8.97		200,152
Band 61	3,831.455		8.90		34,100
	117,713,565.616			$	1,382,584,396
ING American Funds International Portfolio
Contracts in accumulation period:
Band 2	64,969.073	$	19.21	$	1,248,056
Band 4	348,711.744		18.86		6,576,703
Band 5	102,141.954		18.79		1,919,247
Band 6	10,785,643.430		18.65		201,152,250
Band 7	3,345,875.424		18.58		62,166,365
Band 8	5,524,450.402		18.44		101,870,865
Band 9	957,185.636		18.37		17,583,500
Band 10	13,733,676.480		18.30		251,326,280
Band 11	2,331,614.879		18.23		42,505,339
Band 12	586,478.368		18.17		10,656,312
Band 13	3,947,549.887		18.10		71,450,653
Band 14	6,334,952.271		17.96		113,775,743
Band 15	5,456,090.121		17.90		97,664,013
Band 16	546,134.503		17.76		9,699,349
Band 17	5,981,677.028		17.70		105,875,683
Band 18	28,192.049		17.63		497,026
Band 19	234,986.882		17.50		4,112,270
Band 20	2,760,607.238		18.03		49,773,749
Band 21	516,416.624		17.83		9,207,708
Band 26	597,878.042		19.28		11,527,089
Band 27	335,601.058		18.85		6,326,080
Band 28	114,325.273		18.64		2,131,023
Band 29	232,494.075		18.57		4,317,415
Band 30	55,069.688		18.16		1,000,066
Band 31	35,614.090		17.96		639,629
Band 34	77.787		17.12		1,332
Band 35	222,510.931		13.10		2,914,893

147

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


Division/Contract	Units		Unit Value		Extended Value
ING American Funds International Portfolio
(continued)
Band 36	35,705.753	$	12.95	$	462,390
Band 37	10,977.683		19.07		209,344
Band 38	2,510,976.512		12.92		32,441,817
Band 39	507,011.860		12.78		6,479,612
Band 40	178,287.818		12.67		2,258,907
Band 41	56,783.495		18.17		1,031,756
Band 42	29,666.151		17.91		531,321
Band 43	248,873.383		17.71		4,407,548
Band 44	3,046.238		14.53		44,262
Band 45	13,567.873		14.23		193,071
Band 46	6,235,951.564		13.54		84,434,784
Band 47	618,908.396		13.42		8,305,751
Band 50	20,884.434		11.21		234,115
Band 51	463,332.959		11.06		5,124,463
Band 52	7,394.581		11.39		84,224
Band 53	1,930.740		11.26		21,740
Band 54	10,105.649		11.11		112,274
Band 55	26,341.453		11.34		298,712
Band 56	2,409,833.466		8.62		20,772,764
Band 57	24,828.167		8.48		210,543
Band 59	10,128.157		8.34		84,469
Band 60	9,810.962		8.50		83,393
Band 61	2,647.584		8.44		22,346
Band 62	5,160.687		8.36		43,143
	78,623,080.502			$	1,355,811,387
ING American Funds World Allocation Portfolio -
Service Class
Contracts in accumulation period:
Band 4	13,875.522	$	13.45	$	186,626
Band 5	2,341.303		14.57		34,113
Band 6	2,196,476.009		13.40		29,432,779
Band 7	249,071.631		13.39		3,335,069
Band 8	537,592.947		13.36		7,182,242
Band 9	45,413.523		13.34		605,816
Band 10	2,692,195.680		13.33		35,886,968
Band 11	645,015.316		13.31		8,585,154
Band 12	40,504.594		13.29		538,306
Band 13	2,687,618.160		13.28		35,691,569
Band 14	634,097.390		13.25		8,401,790
Band 15	1,083,472.407		13.23		14,334,340
Band 16	130,342.171		13.20		1,720,517
Band 17	487,065.448		13.19		6,424,393
Band 18	222.417		13.17		2,929
Band 19	28,864.771		13.14		379,283
Band 20	193,520.051		13.26		2,566,076
Band 21	18,671.428		13.22		246,836
Band 26	27,911.430		14.66		409,182
Band 27	11,263.603		14.58		164,223

148

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


Division/Contract	Units		Unit Value		Extended Value
ING American Funds World Allocation Portfolio -
Service Class (continued)
Band 28	2,832.501	$	14.54	$	41,185
Band 29	3,412.186		14.53		49,579
Band 30	1,555.572		14.45		22,478
Band 38	16,764.526		13.53		226,824
Band 41	2,300.409		14.46		33,264
Band 43	18,603.718		14.37		267,335
Band 46	925,559.421		13.15		12,171,106
Band 47	508,247.143		13.11		6,663,120
Band 51	7,005.152		13.19		92,398
Band 56	341,407.499		13.48		4,602,173
Band 57	5,074.294		13.31		67,539
Band 59	9,311.845		13.14		122,358
Band 60	2,119.029		13.34		28,268
Band 64	1,496.348		13.22		19,782
	13,571,225.444			$	180,535,620
ING Artio Foreign Portfolio - Service Class
Contracts in accumulation period:
Band 1	1,024.250	$	15.06	$	15,425
Band 2	7,788.040		14.80		115,263
Band 3	648.428		14.35		9,305
Band 4	117,981.429		14.48		1,708,371
Band 5	88,065.425		14.41		1,269,023
Band 6	5,620,113.677		14.29		80,311,424
Band 7	2,192,606.294		14.23		31,200,788
Band 8	2,633,522.185		14.10		37,132,663
Band 9	412,652.207		14.04		5,793,637
Band 10	7,241,126.665		13.98		101,230,951
Band 11	1,884,953.167		13.92		26,238,548
Band 12	375,811.506		13.85		5,204,989
Band 13	2,463,264.343		13.79		33,968,415
Band 14	4,446,274.108		13.67		60,780,567
Band 15	2,488,104.522		13.61		33,863,103
Band 16	172,147.818		13.49		2,322,274
Band 17	3,311,822.316		13.43		44,477,774
Band 18	93,778.062		13.37		1,253,813
Band 19	154,096.215		13.26		2,043,316
Band 20	1,418,546.904		13.73		19,476,649
Band 21	292,026.708		13.55		3,956,962
Band 25	28,921.295		14.93		431,795
Band 26	251,364.217		14.86		3,735,272
Band 27	81,100.106		14.48		1,174,330
Band 28	79,851.636		14.29		1,141,080
Band 29	104,698.884		14.22		1,488,818
Band 30	19,431.615		13.85		269,128
Band 31	8,924.215		13.67		121,994
Band 38	262,079.009		9.89		2,591,961
Band 41	38,134.387		15.33		584,600

149

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


Division/Contract	Units		Unit Value		Extended Value
ING Artio Foreign Portfolio - Service Class (continued)
Band 42	13,561.546	$	15.10	$	204,779
Band 43	86,914.330		14.94		1,298,500
Band 44	618.400		12.55		7,761
Band 45	36,495.039		12.28		448,159
Band 46	2,449,934.274		11.52		28,223,243
Band 47	341,054.771		11.41		3,891,435
Band 50	23,087.915		9.57		220,951
Band 51	9,564.994		9.44		90,294
Band 52	6,279.708		9.72		61,039
Band 53	2,245.343		9.61		21,578
Band 54	10,167.492		9.48		96,388
Band 55	508.735		9.68		4,925
Band 56	629,068.770		7.18		4,516,714
Band 57	12,926.946		7.07		91,394
Band 60	976.941		7.09		6,927
	39,914,264.837			$	543,096,325
ING Artio Foreign Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	575,039.135	$	16.75	$	9,631,906
Band 7	12,914.433		16.68		215,413
Band 10	391,537.395		16.40		6,421,213
Band 11	5,474.498		16.33		89,399
Band 12	129,915.619		16.26		2,112,428
Band 13	5,146.349		11.70		60,212
Band 14	126,180.693		12.76		1,610,066
Band 15	403,291.494		12.71		5,125,835
Band 17	165,116.242		12.58		2,077,162
Band 20	782,919.174		16.12		12,620,657
Band 46	469,877.737		11.42		5,366,004
	3,067,412.769			$	45,330,295
ING BlackRock Inflation Protected Bond Portfolio -
Service Class
Contracts in accumulation period:
Band 4	142,911.132	$	11.04	$	1,577,739
Band 5	35,743.745		11.03		394,254
Band 6	3,408,948.014		11.01		37,532,518
Band 7	1,086,064.725		11.00		11,946,712
Band 8	1,170,759.421		10.98		12,854,938
Band 9	147,367.278		10.97		1,616,619
Band 10	4,954,369.745		10.96		54,299,892
Band 11	1,094,360.934		10.95		11,983,252
Band 12	158,549.261		10.94		1,734,529
Band 13	1,388,090.868		10.93		15,171,833
Band 14	2,074,531.667		10.91		22,633,140
Band 15	1,335,717.794		10.91		14,572,681
Band 16	121,893.242		10.89		1,327,417
Band 17	1,431,584.772		10.88		15,575,642
Band 18	4,388.858		10.87		47,707

150

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


Division/Contract	Units		Unit Value		Extended Value
ING BlackRock Inflation Protected Bond Portfolio -
Service Class (continued)
Band 19	82,801.885	$	10.85	$	898,400
Band 20	692,595.294		10.92		7,563,141
Band 21	110,149.472		10.90		1,200,629
Band 26	297,809.092		11.10		3,305,681
Band 27	76,545.704		11.04		845,065
Band 28	17,358.757		11.01		191,120
Band 29	121,014.560		11.00		1,331,160
Band 30	29,627.821		10.94		324,128
Band 31	9,365.779		10.91		102,181
Band 32	8,505.704		10.86		92,372
Band 35	83,884.914		11.14		934,478
Band 36	9,750.314		11.10		108,228
Band 37	1,570.361		11.07		17,384
Band 38	564,387.716		11.09		6,259,060
Band 39	134,890.924		11.05		1,490,545
Band 40	61,281.854		11.02		675,326
Band 41	223,385.002		10.94		2,443,832
Band 42	9,587.445		10.91		104,599
Band 43	68,048.246		10.88		740,365
Band 45	296.208		10.78		3,193
Band 46	1,372,073.093		10.86		14,900,714
Band 47	233,842.440		10.83		2,532,514
Band 50	3,060.591		10.94		33,483
Band 51	29,965.248		10.88		326,022
Band 52	2,872.730		11.00		31,600
Band 55	3,377.128		10.98		37,081
Band 56	449,421.108		11.06		4,970,597
Band 57	11,039.679		10.95		120,884
Band 59	9,723.920		10.85		105,505
Band 60	3,854.320		10.97		42,282
Band 64	10,248.337		10.90		111,707
	23,287,617.102			$	255,112,149
ING BlackRock Large Cap Growth Portfolio -
Institutional Class
Contracts in accumulation period:
Band 35	10,645.776	$	8.69	$	92,512
Band 38	5,751.485		8.61		49,520
Band 40	1,243.909		8.50		10,573
	17,641.170			$	152,605

151

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


Division/Contract	Units		Unit Value		Extended Value
ING BlackRock Large Cap Growth Portfolio - Service
Class
Contracts in accumulation period:
Band 2	12,033.593	$	11.81	$	142,117
Band 3	2,021.566		11.45		23,147
Band 4	51,289.957		11.56		592,912
Band 5	64,878.187		11.51		746,748
Band 6	1,445,316.098		11.41		16,491,057
Band 7	908,450.394		11.36		10,319,996
Band 8	705,924.168		11.26		7,948,706
Band 9	103,258.955		11.21		1,157,533
Band 10	1,660,778.635		11.16		18,534,290
Band 11	550,091.820		11.11		6,111,520
Band 12	301,245.653		11.06		3,331,777
Band 13	827,959.721		11.01		9,115,837
Band 14	1,616,152.406		10.92		17,648,384
Band 15	700,594.308		10.87		7,615,460
Band 16	52,180.227		10.77		561,981
Band 17	962,844.932		10.72		10,321,698
Band 18	23,096.473		10.68		246,670
Band 19	44,991.959		10.58		476,015
Band 20	687,935.685		10.96		7,539,775
Band 21	52,966.868		10.82		573,102
Band 25	5,541.351		11.92		66,053
Band 26	75,398.974		11.45		863,318
Band 27	68,439.683		11.25		769,946
Band 28	31,469.094		11.15		350,880
Band 29	28,729.224		11.12		319,469
Band 30	6,673.242		10.93		72,939
Band 31	5,589.715		10.84		60,593
Band 35	6,685.399		9.68		64,715
Band 36	5,097.781		9.60		48,939
Band 37	11,313.564		9.54		107,931
Band 38	139,754.602		10.19		1,424,099
Band 39	15,639.600		9.50		148,576
Band 40	14,517.171		9.44		137,042
Band 41	7,434.030		10.94		81,328
Band 42	148.473		10.81		1,605
Band 43	19,664.187		10.72		210,800
Band 45	1,150.280		10.40		11,963
Band 46	575,134.518		10.03		5,768,599
Band 47	79,710.549		9.94		792,323
Band 50	2,310.510		9.90		22,874
Band 51	680.866		9.77		6,652
Band 52	938.012		10.06		9,436
Band 55	3,743.004		10.01		37,467
Band 56	117,651.429		9.31		1,095,335
Band 57	3,721.810		9.15		34,055
Band 60	430.468		9.18		3,952
	12,001,579.141			$	132,009,614

152

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


Division/Contract	Units		Unit Value		Extended Value
ING BlackRock Large Cap Value Portfolio - Service
Class
Contracts in accumulation period:
Band 2	1,852.393	$	11.74	$	21,747
Band 3	285.078		11.38		3,244
Band 4	23,609.013		11.48		271,031
Band 5	2,596.613		11.43		29,679
Band 6	238,102.303		11.33		2,697,699
Band 7	196,343.538		11.28		2,214,755
Band 8	144,808.491		11.18		1,618,959
Band 9	20,343.301		11.14		226,624
Band 10	210,367.356		11.09		2,332,974
Band 11	118,975.039		11.04		1,313,484
Band 12	42,210.695		10.99		463,896
Band 13	129,470.115		10.94		1,416,403
Band 14	329,313.458		10.84		3,569,758
Band 15	105,724.518		10.80		1,141,825
Band 16	7,541.474		10.70		80,694
Band 17	243,521.486		10.65		2,593,504
Band 18	7,806.432		10.61		82,826
Band 19	39,551.449		10.51		415,686
Band 20	153,395.162		10.89		1,670,473
Band 21	7,585.936		10.75		81,549
Band 25	73.053		11.84		865
Band 26	11,179.052		10.52		117,604
Band 27	7,594.896		10.34		78,531
Band 28	277.145		10.25		2,841
Band 29	3,237.273		10.22		33,085
Band 30	4,117.807		10.04		41,343
Band 43	21,458.276		9.84		211,149
Band 46	140,253.518		9.28		1,301,553
Band 47	34,484.073		9.19		316,909
Band 50	2,207.991		8.84		19,519
Band 51	1,648.275		8.72		14,373
	2,249,935.209			$	24,384,582
ING BlackRock Large Cap Value Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	19,379.867	$	13.61	$	263,760
Band 10	35,620.594		13.33		474,823
Band 11	730.701		13.27		9,696
Band 12	14,849.641		13.22		196,312
Band 13	1,085.999		9.42		10,230
Band 14	2,804.131		9.74		27,312
Band 15	31,377.789		9.70		304,365
Band 17	3,633.171		9.60		34,878
Band 20	44,208.173		13.11		579,569
Band 46	20,436.061		9.19		187,807
	174,126.127			$	2,088,752

153

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


Division/Contract	Units		Unit Value		Extended Value
ING Clarion Global Real Estate Portfolio - Service
Class
Contracts in accumulation period:
Band 2	567.484	$	11.06	$	6,276
Band 3	961.428		10.88		10,460
Band 4	84,454.614		10.93		923,089
Band 5	17,038.295		10.90		185,717
Band 6	1,961,058.983		10.85		21,277,490
Band 7	393,755.620		10.83		4,264,373
Band 8	1,095,176.504		10.77		11,795,051
Band 9	85,134.928		10.75		915,200
Band 10	2,903,281.546		10.72		31,123,178
Band 11	334,954.513		10.70		3,584,013
Band 12	53,304.315		10.67		568,757
Band 13	692,761.108		10.65		7,377,906
Band 14	875,949.389		10.60		9,285,064
Band 15	1,076,869.513		10.57		11,382,511
Band 16	75,503.956		10.52		794,302
Band 17	1,206,204.697		10.50		12,665,149
Band 18	1,837.092		10.47		19,234
Band 19	14,851.529		10.42		154,753
Band 20	250,058.033		10.62		2,655,616
Band 21	40,946.195		10.55		431,982
Band 26	51,721.068		11.08		573,069
Band 27	12,373.878		10.93		135,246
Band 28	8,288.677		10.85		89,932
Band 29	16,937.030		10.82		183,259
Band 30	1,412.934		10.67		15,076
Band 31	283.076		10.60		3,001
Band 32	68.222		10.45		713
Band 35	132,217.663		8.72		1,152,938
Band 36	14,879.717		8.67		129,007
Band 37	3,857.072		8.63		33,287
Band 38	901,399.085		10.48		9,446,662
Band 39	331,726.031		8.61		2,856,161
Band 40	77,466.096		8.57		663,884
Band 41	14,505.926		10.68		154,923
Band 42	4,296.545		10.57		45,414
Band 43	30,916.118		10.50		324,619
Band 46	942,274.315		10.45		9,846,767
Band 47	90,578.774		10.37		939,302
Band 50	2,208.191		10.15		22,413
Band 51	4,850.427		10.01		48,553
Band 52	2,606.379		10.32		26,898
Band 53	1,592.824		10.20		16,247
Band 54	1,225.718		10.06		12,331
Band 55	23,383.635		10.27		240,150
Band 56	219,670.521		9.48		2,082,477
Band 57	26,656.259		9.33		248,703
Band 60	372.125		9.36		3,483
	14,082,438.048			$	148,714,636

154

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


Division/Contract	Units		Unit Value		Extended Value
ING Clarion Global Real Estate Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	44,167.385	$	10.77	$	475,683
Band 8	837.152		10.70		8,958
Band 10	42,189.477		10.64		448,896
Band 12	3,980.609		10.59		42,155
Band 13	1,671.129		10.57		17,664
Band 14	24,676.289		10.52		259,595
Band 15	23,266.420		10.49		244,065
Band 17	5,790.143		10.42		60,333
Band 20	43,457.666		10.54		458,044
Band 46	24,017.763		10.37		249,064
	214,054.033			$	2,264,457
ING Clarion Real Estate Portfolio - Service Class
Currently payable annuity contracts:	167.968	$	73.37	$	12,324
Contracts in accumulation period:
Band 1	3,569.950		76.69		273,779
Band 2	46,917.869		73.37		3,442,364
Band 3	296.722		67.88		20,141
Band 4	31,594.332		69.52		2,196,438
Band 5	22,953.218		68.67		1,576,197
Band 6	675,827.075		67.25		45,449,371
Band 7	492,690.160		66.42		32,724,480
Band 8	424,191.806		65.05		27,593,677
Band 9	62,969.921		64.23		4,044,558
Band 10	510,503.639		63.52		32,427,191
Band 11	268,695.990		62.82		16,879,482
Band 12	104,827.310		62.12		6,511,872
Band 13	404,020.047		61.44		24,822,992
Band 14	624,002.038		60.08		37,490,042
Band 15	276,897.533		59.41		16,450,482
Band 16	32,166.017		58.10		1,868,846
Band 17	505,125.709		57.45		29,019,472
Band 18	13,170.011		56.81		748,188
Band 19	39,730.368		55.55		2,207,022
Band 20	261,299.272		60.76		15,876,544
Band 21	30,580.134		58.75		1,796,583
Band 24	73.330		81.95		6,009
Band 25	6,547.803		75.03		491,282
Band 26	101,977.639		18.62		1,898,824
Band 27	36,227.435		18.25		661,151
Band 28	14,953.621		18.06		270,062
Band 29	26,672.424		18.00		480,104
Band 30	10,344.066		17.64		182,469
Band 31	1,208.124		17.46		21,094
Band 33	828.491		16.89		13,993
Band 38	42,615.750		10.39		442,778
Band 41	26,281.612		17.65		463,870
Band 42	10,943.422		17.41		190,525

155

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


Division/Contract	Units		Unit Value		Extended Value
ING Clarion Real Estate Portfolio - Service Class
(continued)
Band 43	53,618.292	$	17.24	$	924,379
Band 44	737.744		16.82		12,409
Band 45	5,359.336		16.41		87,947
Band 46	888,215.854		12.62		11,209,284
Band 47	108,093.372		12.50		1,351,167
Band 50	1,712.376		10.09		17,278
Band 51	334.274		9.95		3,326
Band 53	756.565		10.14		7,672
Band 55	5,344.383		10.21		54,566
Band 56	11,051.602		11.46		126,651
Band 59	224.194		11.09		2,486
Band 60	980.394		11.31		11,088
	6,187,299.192			$	322,362,459
ING Clarion Real Estate Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	217,627.467	$	22.77	$	4,955,377
Band 7	277.163		22.67		6,283
Band 10	138,890.536		22.29		3,095,870
Band 11	2,607.157		22.20		57,879
Band 12	45,021.464		22.10		994,974
Band 13	1,961.902		12.82		25,152
Band 14	29,200.253		15.76		460,196
Band 15	171,900.911		15.70		2,698,844
Band 17	61,148.125		15.54		950,242
Band 20	263,480.826		21.92		5,775,500
Band 46	160,984.610		12.51		2,013,917
	1,093,100.414			$	21,034,234
ING DFA World Equity Portfolio - Service Class
Contracts in accumulation period:
Band 2	795.849	$	9.00	$	7,163
Band 4	110,447.809		8.68		958,687
Band 5	5,089.483		8.93		45,449
Band 6	6,040,109.900		8.63		52,126,148
Band 7	552,043.281		8.62		4,758,613
Band 8	2,116,682.083		8.59		18,182,299
Band 9	71,758.952		8.58		615,692
Band 10	7,272,715.647		8.56		62,254,446
Band 11	478,367.227		8.55		4,090,040
Band 12	57,529.768		8.53		490,729
Band 13	1,762,472.977		8.52		15,016,270
Band 14	1,394,626.034		8.49		11,840,375
Band 15	1,656,261.333		8.47		14,028,533
Band 16	112,285.195		8.44		947,687
Band 17	840,719.382		8.43		7,087,264
Band 18	3,099.184		8.41		26,064
Band 19	17,256.850		8.39		144,785
Band 20	245,681.749		8.50		2,088,295

156

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


Division/Contract	Units		Unit Value		Extended Value
ING DFA World Equity Portfolio - Service Class
(continued)
Band 21	54,741.684	$	8.46	$	463,115
Band 26	23,032.334		9.02		207,752
Band 27	6,266.541		8.94		56,023
Band 28	8,885.273		8.90		79,079
Band 29	1,126.677		8.89		10,016
Band 30	700.240		8.82		6,176
Band 35	2,939.427		9.62		28,277
Band 38	294,891.432		8.75		2,580,300
Band 39	35,111.437		9.52		334,261
Band 40	3,671.599		9.49		34,843
Band 41	4,387.946		8.82		38,702
Band 42	2,652.130		8.77		23,259
Band 43	931.423		8.73		8,131
Band 45	639.008		8.61		5,502
Band 46	1,341,550.300		8.40		11,269,023
Band 47	405,717.129		8.36		3,391,795
Band 50	1,199.797		8.52		10,222
Band 51	5,301.623		8.43		44,693
Band 52	11,423.660		8.62		98,472
Band 55	10,490.213		8.59		90,111
Band 56	1,001,990.300		8.91		8,927,734
Band 57	6,851.997		8.77		60,092
	25,962,444.873			$	222,476,117
ING FMR^SMDiversified Mid Cap Portfolio - Service
Class
Currently payable annuity contracts:	201.126	$	18.16	$	3,652
Contracts in accumulation period:
Band 1	14,262.976		13.63		194,404
Band 2	118,317.535		18.16		2,148,646
Band 3	8,759.028		17.52		153,458
Band 4	203,999.306		17.70		3,610,788
Band 5	235,619.052		17.61		4,149,252
Band 6	6,967,701.583		17.43		121,447,039
Band 7	4,704,576.374		17.34		81,577,354
Band 8	4,529,412.865		17.16		77,724,725
Band 9	775,376.276		17.07		13,235,673
Band 10	6,525,328.878		16.98		110,800,084
Band 11	4,041,190.745		16.89		68,255,712
Band 12	1,252,268.764		16.81		21,050,638
Band 13	4,275,346.574		16.72		71,483,795
Band 14	6,103,629.556		16.54		100,954,033
Band 15	2,177,701.637		16.46		35,844,969
Band 16	315,947.395		16.29		5,146,783
Band 17	3,565,170.681		16.20		57,755,765
Band 18	128,035.093		16.12		2,063,926
Band 19	298,196.844		15.95		4,756,240
Band 20	2,097,968.337		16.63		34,889,213
Band 21	333,415.804		16.37		5,458,017

157

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


Division/Contract	Units		Unit Value		Extended Value
ING FMR^SMDiversified Mid Cap Portfolio - Service
Class (continued)
Band 24	146.652	$	19.13	$	2,805
Band 25	50,514.618		18.36		927,448
Band 26	191,884.711		16.01		3,072,074
Band 27	66,029.307		15.74		1,039,301
Band 28	38,491.159		15.60		600,462
Band 29	31,543.857		15.55		490,507
Band 30	25,723.859		15.29		393,318
Band 31	3,602.704		15.15		54,581
Band 38	98,296.936		13.06		1,283,758
Band 41	43,457.606		15.29		664,467
Band 42	8,870.674		15.12		134,125
Band 43	67,612.632		14.99		1,013,513
Band 44	1,122.559		14.68		16,479
Band 45	367.246		14.55		5,343
Band 46	2,307,987.411		14.68		33,881,255
Band 47	276,647.863		14.55	$	4,025,226
Band 50	14,600.447		12.64		184,550
Band 51	1,685.198		12.46		20,998
Band 52	1,325.728		12.84		17,022
Band 53	1,458.437		12.69		18,508
Band 54	3,297.383		12.52		41,283
Band 55	7,712.602		12.78		98,567
Band 56	757,964.059		11.00		8,337,605
Band 57	9,479.906		10.82		102,573
Band 59	1,429.941		10.64		15,215
Band 60	10,827.418		10.86		117,586
	52,694,507.342			$	879,262,735
ING FMR^SMDiversified Mid Cap Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	362,446.338	$	22.57	$	8,180,414
Band 7	5,188.584		22.47		116,587
Band 10	264,561.607		22.10		5,846,812
Band 11	5,238.646		22.00		115,250
Band 12	66,888.765		21.91		1,465,533
Band 13	350.523		14.92		5,230
Band 14	72,279.292		17.03		1,230,916
Band 15	220,270.672		16.97		3,737,993
Band 17	114,710.235		16.80		1,927,132
Band 20	529,705.959		21.73		11,510,510
Band 46	220,159.603		14.55		3,203,322
	1,861,800.224			$	37,339,699

158

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


Division/Contract	Units		Unit Value		Extended Value
ING Franklin Income Portfolio - Service Class
Contracts in accumulation period:
Band 2	43,772.996	$	11.40	$	499,012
Band 3	397.908		11.21		4,461
Band 4	240,603.676		11.26		2,709,197
Band 5	42,418.481		11.24		476,784
Band 6	5,251,258.570		11.18		58,709,071
Band 7	1,463,809.461		11.16		16,336,114
Band 8	2,754,551.424		11.11		30,603,066
Band 9	621,022.731		11.08		6,880,932
Band 10	7,970,974.531		11.05		88,079,269
Band 11	1,503,413.743		11.03		16,582,654
Band 12	297,547.221		11.00		3,273,019
Band 13	2,382,799.918		10.97		26,139,315
Band 14	3,763,514.419		10.92		41,097,577
Band 15	3,315,679.945		10.90		36,140,911
Band 16	416,561.217		10.84		4,515,524
Band 17	3,310,943.521		10.82		35,824,409
Band 18	24,331.903		10.79		262,541
Band 19	88,916.235		10.74		954,960
Band 20	820,797.430		10.95		8,987,732
Band 21	424,003.500		10.87		4,608,918
Band 26	484,266.832		11.42		5,530,327
Band 27	169,322.948		11.26		1,906,576
Band 28	89,930.434		11.18		1,005,422
Band 29	79,398.293		11.16		886,085
Band 30	15,043.743		11.00		165,481
Band 31	18,796.632		10.92		205,259
Band 33	1,048.107		10.67		11,183
Band 34	100.283		10.59		1,062
Band 38	365,098.389		11.46		4,184,028
Band 41	50,824.756		11.00		559,072
Band 42	18,381.839		10.90		200,362
Band 43	163,117.347		10.82		1,764,930
Band 44	1,152.329		10.64		12,261
Band 45	23,949.877		10.56		252,911
Band 46	3,240,252.810		10.77		34,897,523
Band 47	451,080.225		10.69		4,822,048
Band 50	2,739.759		11.06		30,302
Band 51	15,582.445		10.91		170,004
Band 55	10,959.602		11.19		122,638
Band 56	907,465.088		10.40		9,437,637
Band 57	3,950.435		10.23		40,413
Band 59	6,379.211		10.06		64,175
Band 60	2,859.241		10.26		29,336
	40,859,019.455			$	448,984,501

159

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


Division/Contract	Units		Unit Value		Extended Value
ING Franklin Income Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	205,556.309	$	11.11	$	2,283,731
Band 10	172,981.219		10.97		1,897,604
Band 12	29,798.867		10.92		325,404
Band 14	12,131.258		10.84		131,503
Band 15	69,411.706		10.82		751,035
Band 17	41,890.583		10.74		449,905
Band 20	205,534.348		10.87		2,234,158
Band 46	85,173.596		10.69		910,506
	822,477.886			$	8,983,846
ING Franklin Mutual Shares Portfolio - Service Class
Contracts in accumulation period:
Band 2	15,816.873	$	10.16	$	160,699
Band 3	848.689		10.02		8,504
Band 4	136,289.681		10.06		1,371,074
Band 5	34,441.528		10.04		345,793
Band 6	3,338,775.062		10.01		33,421,138
Band 7	544,883.060		9.99		5,443,382
Band 8	1,342,009.219		9.95		13,352,992
Band 9	340,335.873		9.93		3,379,535
Band 10	4,677,691.659		9.91		46,355,924
Band 11	560,125.860		9.89		5,539,645
Band 12	124,950.853		9.88		1,234,514
Band 13	1,182,068.970		9.86		11,655,200
Band 14	1,526,111.374		9.82		14,986,414
Band 15	1,642,757.743		9.80		16,099,026
Band 16	144,782.062		9.77		1,414,521
Band 17	1,089,781.966		9.75		10,625,374
Band 18	3,988.140		9.73		38,805
Band 19	25,007.630		9.69		242,324
Band 20	387,639.958		9.84		3,814,377
Band 21	207,361.549		9.78		2,027,996
Band 26	190,771.740		10.18		1,942,056
Band 27	59,024.425		10.06		593,786
Band 28	86,803.762		10.01		868,906
Band 29	133,111.564		9.99		1,329,785
Band 30	11,651.815		9.88		115,120
Band 31	5,200.166		9.82		51,066
Band 33	1,942.598		9.64		18,727
Band 34	28.057		9.59		269
Band 38	288,824.152		10.16		2,934,453
Band 41	28,655.998		9.88		283,121
Band 42	12,489.415		9.81		122,521
Band 43	56,161.567		9.75		547,575
Band 44	2,577.251		9.62		24,793
Band 45	1,126.341		9.57		10,779
Band 46	1,455,006.416		9.71		14,128,112

160

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


Division/Contract	Units		Unit Value		Extended Value
ING Franklin Mutual Shares Portfolio - Service Class
(continued)
Band 47	159,918.608	$	9.66	$	1,544,814
Band 50	3,750.028		9.86		36,975
Band 51	7,423.783		9.75		72,382
Band 52	1,080.798		9.99		10,797
Band 55	24,763.767		9.95		246,399
Band 56	466,391.400		8.89		4,146,220
Band 57	11,673.151		8.74		102,023
Band 59	1,864.217		8.60		16,032
Band 60	3,763.514		8.77		33,006
	20,339,672.282			$	200,696,954
ING Franklin Templeton Founding Strategy Portfolio -
Service Class
Contracts in accumulation period:
Band 2	271.262	$	8.68	$	2,355
Band 4	743,528.053		8.60		6,394,341
Band 5	23,606.252		8.58		202,542
Band 6	16,813,478.900		8.55		143,755,245
Band 7	1,056,405.179		8.53		9,011,136
Band 8	5,865,447.078		8.50		49,856,300
Band 9	442,091.743		8.48		3,748,938
Band 10	28,072,976.230		8.47		237,778,109
Band 11	2,395,440.193		8.45		20,241,470
Band 12	102,294.701		8.44		863,367
Band 13	3,789,489.196		8.42		31,907,499
Band 14	6,978,556.039		8.39		58,550,085
Band 15	9,675,208.200		8.37		80,981,493
Band 16	799,239.251		8.34		6,665,655
Band 17	5,129,859.613		8.33		42,731,731
Band 18	2,030.178		8.31		16,871
Band 19	27,089.903		8.28		224,304
Band 20	1,285,419.374		8.40		10,797,523
Band 21	363,028.451		8.36		3,034,918
Band 26	80,826.781		8.69		702,385
Band 27	89,609.733		8.60		770,644
Band 28	17,241.839		8.55		147,418
Band 29	34,182.579		8.53		291,577
Band 30	4,080.874		8.44		34,443
Band 31	2,517.574		8.39		21,122
Band 32	1,549.993		8.30		12,865
Band 35	41,053.056		9.68		397,394
Band 36	2,689.174		9.63		25,897
Band 38	3,997,734.727		8.68		34,700,337
Band 39	8,496.119		9.56		81,223
Band 40	53,883.643		9.52		512,972
Band 41	1,648.077		8.44		13,910
Band 43	47,838.492		8.33		398,495
Band 45	17,644.395		8.17		144,155
Band 46	7,912,666.933		8.30		65,675,136

161

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


Division/Contract	Units		Unit Value		Extended Value
ING Franklin Templeton Founding Strategy Portfolio -
Service Class (continued)
Band 47	664,968.955	$	8.25	$	5,485,994
Band 50	113,056.637		8.42		951,937
Band 51	33,618.856		8.33		280,045
Band 52	11,677.864		8.53		99,612
Band 53	4,219.813		8.45		35,657
Band 54	5,059.294		8.36		42,296
Band 55	297,893.431		8.50		2,532,094
Band 56	3,814,054.914		9.28		35,394,430
Band 57	158,363.531		9.13		1,445,859
Band 60	15,238.332		9.16		139,583
	100,997,275.412			$	857,101,362
ING Global Resources Portfolio - Service Class
Currently payable annuity contracts:	423.376	$	48.81	$	20,665
Contracts in accumulation period:
Band 1	7,241.045		51.01		369,366
Band 2	56,528.797		48.81		2,759,171
Band 3	862.724		45.15		38,952
Band 4	51,264.622		46.24		2,370,476
Band 5	27,748.925		45.68		1,267,571
Band 6	2,021,669.311		44.73		90,429,268
Band 7	964,541.574		44.18		42,613,447
Band 8	1,430,152.208		43.27		61,882,686
Band 9	142,138.694		42.73		6,073,586
Band 10	2,544,301.195		42.26		107,522,169
Band 11	647,095.440		41.79		27,042,118
Band 12	174,268.575		41.33		7,202,520
Band 13	1,034,065.083		40.87		42,262,240
Band 14	1,592,246.235		39.97		63,642,082
Band 15	1,208,420.229		39.52		47,756,767
Band 16	140,586.411		38.65		5,433,665
Band 17	1,711,545.097		38.22		65,415,254
Band 18	24,775.368		37.79		936,261
Band 19	53,158.058		36.95		1,964,190
Band 20	488,118.828		40.42		19,729,763
Band 21	73,440.143		39.08		2,870,041
Band 25	9,400.398		49.91		469,174
Band 26	110,861.232		20.44		2,266,004
Band 27	54,300.319		20.09		1,090,893
Band 28	40,326.447		19.91		802,900
Band 29	66,607.263		19.85		1,322,154
Band 30	8,705.155		19.51		169,838
Band 31	4,138.799		19.34		80,044
Band 34	22.940		18.64		428
Band 38	108,082.618		14.54		1,571,521
Band 41	37,132.753		19.52		724,831
Band 42	11,791.819		19.30		227,582
Band 43	65,147.439		19.13		1,246,271

162

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


Division/Contract	Units		Unit Value		Extended Value
ING Global Resources Portfolio - Service Class
(continued)
Band 44	425.416	$	18.74	$	7,972
Band 45	6,939.788		18.57		128,872
Band 46	1,661,012.155		19.95		33,137,192
Band 47	261,052.472		19.77		5,161,007
Band 50	11,435.260		14.05		160,665
Band 51	4,388.170		13.86		60,820
Band 52	7,225.846		14.28		103,185
Band 53	930.023		14.11		13,123
Band 54	8,105.234		13.92		112,825
Band 55	22,803.273		14.21		324,035
Band 56	447,189.898		9.79		4,377,989
Band 57	40,960.141		9.63		394,446
Band 59	2,852.983		9.47		27,018
Band 60	3,828.775		9.66		36,986
	17,390,258.554			$	653,620,033
ING Global Resources Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	230,814.589	$	30.92	$	7,136,787
Band 7	23.415		30.79		721
Band 10	152,337.567		30.28		4,612,782
Band 11	1,973.892		30.15		59,513
Band 12	36,492.671		30.02		1,095,510
Band 13	1,093.284		20.26		22,150
Band 14	86,179.900		20.51		1,767,550
Band 15	138,437.833		20.44		2,829,669
Band 17	67,297.546		20.22		1,360,756
Band 20	297,749.914		29.77		8,864,015
Band 46	141,004.517		19.77		2,787,659
	1,153,405.128			$	30,537,112
ING Janus Contrarian Portfolio - Service Class
Contracts in accumulation period:
Band 2	19,148.679	$	13.60	$	260,422
Band 3	1,573.937		13.11		20,634
Band 4	92,300.765		13.25		1,222,985
Band 5	172,632.166		13.18		2,275,292
Band 6	4,108,306.264		13.05		53,613,397
Band 7	2,774,152.037		12.98		36,008,493
Band 8	2,171,848.489		12.85		27,908,253
Band 9	381,179.559		12.78		4,871,475
Band 10	5,529,829.687		12.71		70,284,135
Band 11	1,730,041.579		12.65		21,885,026
Band 12	690,071.266		12.58		8,681,097
Band 13	2,814,830.122		12.52		35,241,673
Band 14	5,245,951.646		12.39		64,997,341
Band 15	2,004,086.577		12.32		24,690,347
Band 16	263,039.897		12.19		3,206,456
Band 17	2,485,157.190		12.13		30,144,957

163

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


Division/Contract	Units		Unit Value		Extended Value
ING Janus Contrarian Portfolio - Service Class
(continued)
Band 18	103,337.928	$	12.07	$	1,247,289
Band 19	211,763.974		11.94		2,528,462
Band 20	1,170,296.015		12.45		14,570,185
Band 21	247,525.930		12.26		3,034,668
Band 25	26,213.541		13.74		360,174
Band 26	84,965.296		14.83		1,260,035
Band 27	42,212.206		14.54		613,765
Band 28	35,632.313		14.39		512,749
Band 29	40,309.324		14.34		578,036
Band 30	14,541.698		14.05		204,311
Band 31	6,727.800		13.91		93,584
Band 38	154,955.483		11.11		1,721,555
Band 41	30,694.026		14.06		431,558
Band 42	14,475.102		13.87		200,770
Band 43	71,041.517		13.73		975,400
Band 44	711.777		13.40		9,538
Band 45	4,741.837		13.08		62,023
Band 46	1,575,494.392		12.24		19,284,051
Band 47	336,784.219		12.12		4,081,825
Band 50	21,145.917		10.70		226,261
Band 51	6,047.744		10.55		63,804
Band 52	5,042.063		10.87		54,807
Band 54	1,280.558		10.60		13,574
Band 55	5,686.037		10.82		61,523
Band 56	222,687.437		7.98		1,777,046
Band 57	10,624.045		7.85		83,399
Band 60	569.568		7.87		4,483
	34,929,657.607			$	439,366,858
ING Janus Contrarian Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	167,912.864	$	20.43	$	3,430,460
Band 7	1,200.115		20.34		24,410
Band 10	168,106.320		20.00		3,362,126
Band 11	46.711		19.92		930
Band 12	60,512.226		19.83		1,199,957
Band 13	5,407.784		12.42		67,165
Band 14	61,953.201		13.65		845,661
Band 15	220,182.585		13.60		2,994,483
Band 17	86,850.250		13.46		1,169,004
Band 20	345,750.510		19.67		6,800,913
Band 46	214,038.124		12.12		2,594,142
	1,331,960.690			$	22,489,251

164

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


Division/Contract	Units		Unit Value		Extended Value
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class
Currently payable annuity contracts:	137.752	$	25.82	$	3,557
Contracts in accumulation period:
Band 1	7,355.338		26.50		194,916
Band 2	129,206.334		25.82		3,336,108
Band 3	2,136.480		24.67		52,707
Band 4	135,772.343		25.00		3,394,309
Band 5	76,509.803		24.84		1,900,504
Band 6	3,721,909.970		24.52		91,261,232
Band 7	1,650,883.741		24.36		40,215,528
Band 8	2,700,953.985		24.04		64,930,934
Band 9	252,007.655		23.89		6,020,463
Band 10	4,464,014.723		23.73		105,931,069
Band 11	1,011,849.972		23.58		23,859,422
Band 12	206,305.005		23.42		4,831,663
Band 13	1,772,314.407		23.27		41,241,756
Band 14	2,540,647.490		22.97		58,358,673
Band 15	2,059,178.059		22.82		46,990,443
Band 16	224,584.789		22.52		5,057,649
Band 17	2,793,231.553		22.37		62,484,590
Band 18	40,526.139		22.23		900,896
Band 19	75,447.384		21.94		1,655,316
Band 20	755,380.920		23.12		17,464,407
Band 21	91,214.326		22.67		2,067,829
Band 25	15,140.005		26.17		396,214
Band 26	108,658.215		24.83		2,697,983
Band 27	37,192.930		24.40		907,507
Band 28	36,316.182		24.19		878,488
Band 29	65,178.296		24.12		1,572,100
Band 30	8,163.207		23.71		193,550
Band 31	9,122.720		23.50		214,384
Band 35	143,019.565		10.69		1,528,879
Band 36	29,608.511		10.63		314,738
Band 37	10,169.835		10.59		107,699
Band 38	798,685.573		17.78		14,200,629
Band 39	394,561.689		10.56		4,166,571
Band 40	72,883.006		10.51		766,000
Band 41	22,669.405		23.72		537,718
Band 42	6,948.881		23.45		162,951
Band 43	43,414.511		23.24		1,008,953
Band 44	132.410		22.76		3,014
Band 45	3,082.878		22.56		69,550
Band 46	1,528,554.342		23.74		36,287,880
Band 47	154,288.143		23.52		3,628,857
Band 50	16,768.816		17.24		289,094
Band 51	1,926.539		17.00		32,751
Band 52	654.189		17.52		11,461
Band 53	728.667		17.32		12,621

165

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


Division/Contract	Units		Unit Value		Extended Value
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class (continued)
Band 54	3,517.895	$	17.08	$	60,086
Band 55	4,205.581		17.44		73,345
Band 56	533,361.698		10.00		5,333,617
Band 57	23,343.324		9.84		229,698
Band 59	1,655.968		9.68		16,030
Band 60	1,723.544		9.87		17,011
	28,787,244.693			$	657,873,350
ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	242,185.534	$	37.72	$	9,135,238
Band 7	6,583.670		37.56		247,283
Band 8	268.865		37.24		10,013
Band 10	138,142.188		36.93		5,101,591
Band 11	5,255.544		36.77		193,246
Band 12	35,735.417		36.62		1,308,631
Band 13	5,816.238		24.11		140,229
Band 14	61,995.753		25.03		1,551,754
Band 15	216,623.929		24.95		5,404,767
Band 17	41,997.154		24.69		1,036,910
Band 20	220,083.674		36.31		7,991,238
Band 46	143,263.050		23.52		3,369,547
	1,117,951.016			$	35,490,447
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class
Contracts in accumulation period:
Band 2	5,191.371	$	16.49	$	85,606
Band 4	71,557.985		16.13		1,154,230
Band 5	36,668.405		16.06		588,895
Band 6	2,114,063.451		15.92		33,655,890
Band 7	1,465,970.952		15.85		23,235,640
Band 8	1,345,723.306		15.71		21,141,313
Band 9	159,110.553		15.64		2,488,489
Band 10	3,141,380.327		15.57		48,911,292
Band 11	561,305.465		15.50		8,700,235
Band 12	191,941.501		15.44		2,963,577
Band 13	1,514,461.002		15.37		23,277,266
Band 14	1,677,564.120		15.23		25,549,302
Band 15	808,464.717		15.17		12,264,410
Band 16	95,844.315		15.03		1,440,540
Band 17	1,074,194.566		14.97		16,080,693
Band 18	26,007.064		14.90		387,505
Band 19	93,706.595		14.77		1,384,046
Band 20	544,851.986		15.30		8,336,235
Band 21	116,575.634		15.10		1,760,292
Band 25	11,450.565		16.63		190,423
Band 26	108,636.409		16.56		1,799,019
Band 27	45,783.821		16.13		738,493

166

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


Division/Contract	Units		Unit Value		Extended Value
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class (continued)
Band 28	56,180.984	$	15.92	$	894,401
Band 29	28,843.512		15.85		457,170
Band 30	7,380.877		15.43		113,887
Band 31	3,713.892		15.23		56,563
Band 38	61,611.131		11.95		736,253
Band 41	16,771.086		16.48		276,387
Band 42	19,753.344		16.24		320,794
Band 43	67,936.492		16.06		1,091,060
Band 44	2,022.755		13.75		27,813
Band 45	3,825.782		13.42		51,342
Band 46	1,201,184.825		12.03		14,450,253
Band 47	138,812.400		11.92		1,654,644
Band 51	3,882.253		11.41		44,297
Band 54	666.579		11.47		7,646
Band 55	12,438.824		11.71		145,659
Band 56	82,208.459		11.84		973,348
Band 57	456.288		11.65		5,316
	16,918,143.593			$	257,440,224
ING JPMorgan Small Cap Core Equity Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	431,524.998	$	19.00	$	8,198,975
Band 7	816.312		18.92		15,445
Band 10	303,531.078		18.60		5,645,678
Band 11	17,287.989		18.52		320,174
Band 12	98,661.252		18.44		1,819,313
Band 13	4,702.140		12.20		57,366
Band 14	82,882.253		14.17		1,174,442
Band 15	297,266.640		14.12		4,197,405
Band 17	176,201.946		13.98		2,463,303
Band 20	606,076.044		18.29		11,085,131
Band 46	299,396.291		11.91		3,565,810
	2,318,346.943			$	38,543,042
ING Large Cap Growth Portfolio - Service Class
Contracts in accumulation period:
Band 4	19,305.721	$	14.07	$	271,631
Band 5	20,552.752		14.02		288,150
Band 6	1,082,964.946		13.93		15,085,702
Band 7	595,332.358		13.88		8,263,213
Band 8	710,704.604		13.78		9,793,509
Band 9	35,638.307		13.74		489,670
Band 10	1,903,369.294		13.69		26,057,126
Band 11	354,545.685		13.64		4,836,003
Band 12	58,940.078		13.60		801,585
Band 13	591,995.350		13.55		8,021,537
Band 14	626,286.959		13.46		8,429,822
Band 15	641,794.842		13.42		8,612,887

167

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


Division/Contract	Units		Unit Value		Extended Value
ING Large Cap Growth Portfolio - Service Class
(continued)
Band 16	34,762.960	$	13.32	$	463,043
Band 17	601,970.854		13.28		7,994,173
Band 18	3,475.024		13.23		45,975
Band 19	38,425.075		13.14		504,905
Band 20	305,316.787		13.51		4,124,830
Band 21	31,128.123		13.37		416,183
Band 26	87,877.670		14.35		1,261,045
Band 27	58,150.037		14.07		818,171
Band 28	14,705.597		13.92		204,702
Band 29	47,170.280		13.88		654,723
Band 30	4,369.330		13.60		59,423
Band 31	423.220		13.46		5,697
Band 35	13,526.774		15.18		205,336
Band 36	5,936.501		15.01		89,107
Band 37	1,250.241		14.88		18,604
Band 38	134,207.592		14.97		2,009,088
Band 39	10,172.320		14.80		150,550
Band 40	9,329.880		14.67		136,869
Band 41	3,548.579		13.60		48,261
Band 42	1,519.975		13.42		20,398
Band 43	20,392.545		13.29		271,017
Band 46	752,640.900		12.72		9,573,592
Band 47	90,392.090		12.61		1,139,844
Band 56	47,230.889		13.47		636,200
Band 57	6,047.083		13.31		80,487
Band 59	301.964		13.14		3,968
Band 60	2,993.756		13.34		39,937
	8,968,696.942			$	121,926,963
ING Large Cap Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	13,460.597	$	13.79	$	185,622
Band 10	4,310.531		13.55		58,408
Band 15	14,867.657		13.28		197,442
Band 17	8,407.893		13.15		110,564
Band 20	9,686.838		13.37		129,513
Band 46	16,227.870		12.61		204,633
	66,961.386			$	886,182

168

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


Division/Contract	Units		Unit Value		Extended Value
ING Limited Maturity Bond Portfolio - Service Class
Currently payable annuity contracts:	612.669	$	25.19	$	15,433
Contracts in accumulation period:
Band 1	4,775.796		26.33		125,747
Band 2	180,600.486		25.19		4,549,326
Band 3	883.471		23.30		20,585
Band 4	50,498.754		23.89		1,206,415
Band 5	37,468.300		23.55		882,378
Band 6	595,342.719		23.11		13,758,370
Band 7	632,793.127		22.78		14,415,027
Band 8	364,324.193		22.35		8,142,646
Band 9	85,516.846		22.03		1,883,936
Band 10	176,732.916		21.79		3,851,010
Band 11	698,357.032		21.59		15,077,528
Band 12	146,748.829		21.31		3,127,218
Band 13	530,599.131		21.07		11,179,724
Band 14	497,851.536		20.61		10,260,720
Band 16	10,272.866		19.96		205,046
Band 17	72,554.296		19.74		1,432,222
Band 18	8,961.538		19.52		174,929
Band 19	24,724.680		19.09		471,994
Band 20	121,457.585		20.88		2,536,034
Band 21	36,225.895		20.19		731,401
Band 24	166.823		28.16		4,698
Band 25	16,152.928		25.78		416,422
Band 49	35,988.148		10.56		380,035
	4,329,610.564			$	94,848,844
ING Liquid Assets Portfolio - Service Class
Currently payable annuity contracts:	514.896	$	18.22	$	9,381
Contracts in accumulation period:
Band 1	16,821.588		19.04		320,283
Band 2	212,156.767		18.22		3,865,496
Band 3	17,556.498		16.86		296,003
Band 4	654,563.060		17.26		11,297,758
Band 5	130,667.431		17.00		2,221,346
Band 6	7,999,039.486		16.70		133,583,959
Band 7	4,765,149.456		16.44		78,339,057
Band 8	5,366,980.071		16.16		86,730,398
Band 9	997,898.045		15.90		15,866,579
Band 10	9,115,634.527		15.73		143,388,931
Band 11	4,773,218.683		15.60		74,462,211
Band 12	840,172.172		15.38		12,921,848
Band 13	6,397,629.809		15.21		97,307,949
Band 14	6,728,952.861		14.87		100,059,529
Band 15	3,726,690.738		14.76		55,005,955
Band 16	650,636.868		14.43		9,388,690
Band 17	4,696,419.940		14.27		67,017,913
Band 18	45,630.245		14.11		643,843
Band 19	178,792.907		13.80		2,467,342

169

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


Division/Contract	Units		Unit Value		Extended Value
ING Liquid Assets Portfolio - Service Class (continued)
Band 20	1,453,003.983	$	15.09	$	21,925,830
Band 21	344,905.504		14.59		5,032,171
Band 23	2,321.196		9.90		22,980
Band 25	29,210.330		18.63		544,188
Band 26	1,126,650.788		18.42		20,752,908
Band 27	631,704.442		17.24		10,890,585
Band 28	396,041.133		16.67		6,602,006
Band 29	592,092.383		16.49		9,763,603
Band 30	118,441.059		15.42		1,826,361
Band 31	77,354.397		14.91		1,153,354
Band 35	94,944.667		19.26		1,828,634
Band 36	11,204.195		18.43		206,493
Band 37	2,205.623		17.83		39,326
Band 38	1,249,424.619		10.90		13,618,728
Band 39	133,842.393		10.74		1,437,467
Band 40	132,537.054		10.62		1,407,544
Band 41	225,435.670		10.32		2,326,496
Band 42	37,457.897		10.16		380,572
Band 43	298,759.264		10.05		3,002,531
Band 44	164.466		9.90		1,628
Band 45	1,357.173		9.80		13,300
Band 46	3,526,389.385		10.15		35,792,852
Band 47	672,652.325		10.06		6,766,882
Band 49	842,418.402		10.27		8,651,637
Band 51	54,378.560		10.06		547,048
Band 52	49,255.953		10.36		510,292
Band 55	21,410.954		10.31		220,747
Band 56	1,147,449.411		9.92		11,382,698
Band 57	153,052.592		9.76		1,493,793
Band 59	10,193.055		9.60		97,853
Band 60	22,179.608		9.79		217,138
Band 64	11,228.858		9.64		108,246
	70,784,793.387			$	1,063,760,362
ING Liquid Assets Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	481,104.506	$	10.43	$	5,017,920
Band 7	5,143.827		10.39		53,444
Band 8	611.264		10.30		6,296
Band 10	324,874.401		10.21		3,316,968
Band 11	13,327.400		10.17		135,540
Band 12	122,731.991		10.13		1,243,275
Band 13	6,466.057		10.34		66,859
Band 14	26,525.009		10.19		270,290
Band 15	291,434.893		10.15		2,958,064
Band 17	93,494.018		10.05		939,615
Band 20	718,964.935		10.04		7,218,408
Band 46	178,720.995		10.09		1,803,295
	2,263,399.296			$	23,029,974

170

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


Division/Contract	Units		Unit Value		Extended Value
ING Lord Abbett Growth and Income Portfolio -
Service Class
Contracts in accumulation period:
Band 2	2,932.985	$	12.39	$	36,340
Band 3	775.600		11.92		9,245
Band 4	32,778.040		12.06		395,303
Band 5	50,113.076		11.99		600,856
Band 6	454,345.604		11.86		5,388,539
Band 7	618,953.888		11.79		7,297,466
Band 8	202,311.440		11.66		2,358,951
Band 9	119,325.397		11.60		1,384,175
Band 10	550,615.354		11.54		6,354,101
Band 11	409,925.276		11.47		4,701,843
Band 12	174,240.088		11.41		1,988,079
Band 13	401,090.767		11.35		4,552,380
Band 14	930,381.572		11.22		10,438,881
Band 15	86,647.811		11.16		966,990
Band 16	14,581.769		11.03		160,837
Band 17	260,094.813		10.97		2,853,240
Band 18	17,528.718		10.91		191,238
Band 19	77,216.224		10.79		833,163
Band 20	222,062.446		11.28		2,504,864
Band 21	138,859.968		11.10		1,541,346
Band 25	8,148.229		12.53		102,097
Band 26	25,124.649		13.04		327,625
Band 27	11,860.918		12.75		151,227
Band 28	4,640.754		12.61		58,520
Band 29	7,194.402		12.56		90,362
Band 30	222.665		12.29		2,737
Band 31	12,643.849		12.15		153,623
Band 38	993.529		9.96		9,896
Band 41	1,808.055		12.29		22,221
Band 42	2,931.630		12.11		35,502
Band 43	6,680.380		11.98		80,031
Band 44	175.762		10.56		1,856
Band 46	67,837.794		10.07		683,127
Band 47	15,842.501		9.98		158,108
Band 55	1,947.765		9.75		18,991
	4,932,833.718			$	56,453,760
ING Lord Abbett Growth and Income Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	26,229.579	$	14.18	$	371,935
Band 7	589.241		14.12		8,320
Band 10	35,189.067		13.88		488,424
Band 12	3,357.959		13.77		46,239
Band 14	9,760.156		10.56		103,067
Band 15	12,055.683		10.52		126,826
Band 17	4,747.099		10.41		49,417
Band 20	46,724.853		13.65		637,794
Band 46	30,112.304		9.99		300,822
	168,765.941			$	2,132,844

171

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


Division/Contract	Units		Unit Value		Extended Value
ING Marsico Growth Portfolio - Service Class
Contracts in accumulation period:
Band 1	3,560.953	$	18.46	$	65,735
Band 2	108,396.452		17.92		1,942,464
Band 3	3,256.879		17.00		55,367
Band 4	128,844.432		17.26		2,223,855
Band 5	108,025.286		17.14		1,851,553
Band 6	4,057,532.475		16.88		68,491,148
Band 7	2,766,340.002		16.76		46,363,858
Band 8	2,779,073.144		16.51		45,882,498
Band 9	718,203.335		16.38		11,764,171
Band 10	3,883,826.039		16.26		63,151,011
Band 11	3,665,042.463		16.14		59,153,785
Band 12	625,390.231		16.02		10,018,752
Band 13	2,727,839.823		15.90		43,372,653
Band 14	3,358,031.958		15.66		52,586,780
Band 15	1,097,675.341		15.55		17,068,852
Band 16	139,974.828		15.31		2,143,015
Band 17	1,630,062.728		15.20		24,776,953
Band 18	38,090.418		15.08		574,404
Band 19	154,463.773		14.86		2,295,332
Band 20	1,023,357.715		15.78		16,148,585
Band 21	198,949.587		15.43		3,069,792
Band 25	42,062.681		18.19		765,120
Band 26	138,655.542		12.78		1,772,018
Band 27	14,592.656		12.53		182,846
Band 28	7,976.589		12.40		98,910
Band 29	47,989.625		12.36		593,152
Band 30	9,251.990		12.11		112,042
Band 31	5,310.461		11.99		63,672
Band 38	97,806.977		10.99		1,074,899
Band 41	8,702.044		12.12		105,469
Band 42	2,316.329		11.95		27,680
Band 43	54,816.004		11.83		648,473
Band 44	178.961		11.55		2,067
Band 45	6,481.429		11.33		73,435
Band 46	1,866,595.634		10.67		19,916,575
Band 47	203,278.904		10.57		2,148,658
Band 50	606.708		10.66		6,468
Band 52	399.980		10.84		4,336
Band 53	1,010.465		10.71		10,822
Band 56	246,527.447		9.42		2,322,289
Band 57	15,131.775		9.26		140,120
	31,985,630.063			$	503,069,614

172

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


Division/Contract	Units		Unit Value		Extended Value
ING Marsico Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	254,031.110	$	15.52	$	3,942,563
Band 7	4,224.933		15.45		65,275
Band 10	181,526.844		15.20		2,759,208
Band 11	3,641.692		15.13		55,099
Band 12	90,968.515		15.07		1,370,896
Band 13	4,974.373		10.83		53,872
Band 14	52,496.695		11.69		613,686
Band 15	164,801.168		11.65		1,919,934
Band 17	43,609.866		11.53		502,822
Band 20	382,415.459		14.94		5,713,287
Band 46	167,911.355		10.57		1,774,823
	1,350,602.010			$	18,771,465
ING Marsico International Opportunities Portfolio -
Service Class
Contracts in accumulation period:
Band 2	10,290.665	$	14.00	$	144,069
Band 4	70,470.853		13.80		972,498
Band 5	56,889.406		13.76		782,798
Band 6	1,599,391.601		13.68		21,879,677
Band 7	908,034.449		13.64		12,385,590
Band 8	806,374.731		13.56		10,934,441
Band 9	123,172.564		13.52		1,665,293
Band 10	2,050,958.931		13.48		27,646,926
Band 11	456,831.203		13.44		6,139,811
Band 12	171,109.400		13.41		2,294,577
Band 13	901,391.742		13.37		12,051,608
Band 14	1,398,501.169		13.29		18,586,081
Band 15	749,134.970		13.25		9,926,038
Band 16	98,778.197		13.18		1,301,897
Band 17	1,072,129.694		13.14		14,087,784
Band 18	10,413.280		13.10		136,414
Band 19	42,113.433		13.02		548,317
Band 20	468,826.847		13.33		6,249,462
Band 21	148,705.929		13.21		1,964,405
Band 25	24,694.164		14.08		347,694
Band 26	88,303.969		14.04		1,239,788
Band 27	14,359.975		13.80		198,168
Band 28	18,057.464		13.68		247,026
Band 29	11,019.862		13.64		150,311
Band 30	2,014.518		13.40		26,995
Band 31	4,915.148		13.29		65,322
Band 35	6,839.363		8.30		56,767
Band 38	154,658.349		11.12		1,719,801
Band 39	51,751.627		8.20		424,363
Band 40	2,874.073		8.17		23,481
Band 41	5,955.274		13.41		79,860
Band 42	4,115.929		13.26		54,577

173

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


Division/Contract	Units		Unit Value		Extended Value
ING Marsico International Opportunities Portfolio -
Service Class (continued)
Band 43	15,498.585	$	13.14	$	203,651
Band 45	2,594.045		12.76		33,100
Band 46	666,726.054		13.06		8,707,442
Band 47	87,474.264		12.95		1,132,792
Band 50	14,220.988		10.73		152,591
Band 51	4,985.442		10.58		52,746
Band 52	1,108.061		10.90		12,078
Band 55	289.721		10.85		3,143
Band 56	173,358.068		8.09		1,402,467
Band 57	5,147.025		7.96		40,970
Band 59	623.166		7.83		4,879
	12,505,104.198			$	166,077,698
ING MFS Total Return Portfolio - Service Class
Contracts in accumulation period:
Band 1	4,477.411	$	29.62	$	132,621
Band 2	50,535.202		28.67		1,448,844
Band 3	1,780.840		27.07		48,207
Band 4	189,085.684		27.52		5,203,638
Band 5	119,446.213		27.30		3,260,882
Band 6	3,828,532.430		26.86		102,834,381
Band 7	2,522,510.683		26.63		67,174,459
Band 8	2,350,086.739		26.20		61,572,273
Band 9	455,008.900		25.98		11,821,131
Band 10	2,972,958.854		25.77		76,613,150
Band 11	3,277,241.708		25.56		83,766,298
Band 12	849,457.681		25.35		21,533,752
Band 13	2,382,861.195		25.14		59,905,130
Band 14	3,318,271.162		24.73		82,060,846
Band 15	1,051,674.822		24.52		25,787,067
Band 16	146,822.047		24.12		3,541,348
Band 17	1,595,426.035		23.92		38,162,591
Band 18	70,574.196		23.73		1,674,726
Band 19	168,696.238		23.33		3,935,683
Band 20	1,031,229.460		24.93		25,708,550
Band 21	290,243.944		24.32		7,058,733
Band 22	10.031		27.52		276
Band 23	4,356.433		26.86		117,014
Band 24	243.766		31.11		7,584
Band 25	15,946.283		29.15		464,834
Band 26	276,558.712		28.90		7,992,547
Band 27	171,902.533		27.52		4,730,758
Band 28	68,241.004		26.84		1,831,589
Band 29	80,144.294		26.62		2,133,441
Band 30	26,022.082		25.34		659,400
Band 31	27,916.037		24.72		690,084
Band 33	471.715		22.80		10,755
Band 34	488.815		22.24		10,871

174

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


Division/Contract	Units		Unit Value		Extended Value
ING MFS Total Return Portfolio - Service Class
(continued)
Band 35	42,561.751	$	29.87	$	1,271,320
Band 36	5,426.695		28.91		156,886
Band 37	16,335.775		28.21		460,832
Band 38	269,977.158		13.63		3,679,789
Band 39	40,519.760		13.42		543,775
Band 40	10,069.133		13.27		133,617
Band 41	49,654.531		12.63		627,137
Band 42	80,745.567		12.44		1,004,475
Band 43	195,231.580		12.30		2,401,348
Band 44	9,195.372		11.25		103,448
Band 45	12,019.156		11.06		132,932
Band 46	1,817,234.777		10.65		19,353,550
Band 47	370,558.397		10.55		3,909,391
Band 49	90,896.272		9.66		878,058
Band 50	4,577.524		10.76		49,254
Band 51	2,658.290		10.62		28,231
Band 55	1,267.792		10.89		13,806
Band 56	594,846.042		9.96		5,924,667
Band 57	39,762.523		9.80		389,673
Band 58	3,776.577		9.73		36,746
	31,006,537.821			$	742,992,398
ING MFS Total Return Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	349,177.288	$	13.84	$	4,832,614
Band 7	13,887.247		13.78		191,366
Band 8	3,728.090		13.67		50,963
Band 10	367,545.138		13.55		4,980,237
Band 11	23,191.329		13.49		312,851
Band 12	190,498.229		13.44		2,560,296
Band 13	15,810.972		10.82		171,075
Band 14	83,080.312		11.40		947,116
Band 15	380,688.795		11.36		4,324,625
Band 17	182,212.319		11.24		2,048,066
Band 20	794,209.848		13.32		10,578,875
Band 46	333,088.169		10.56		3,517,411
	2,737,117.736			$	34,515,495
ING MFS Utilities Portfolio - Service Class
Contracts in accumulation period:
Band 2	5,567.362	$	17.03	$	94,812
Band 4	116,563.080		16.79		1,957,094
Band 5	19,008.543		16.74		318,203
Band 6	3,829,026.556		16.64		63,715,002
Band 7	1,393,872.327		16.60		23,138,281
Band 8	2,876,421.879		16.50		47,460,961
Band 9	240,709.354		16.45		3,959,669
Band 10	3,676,975.587		16.41		60,339,169
Band 11	998,209.221		16.36		16,330,703

175

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


Division/Contract	Units		Unit Value		Extended Value
ING MFS Utilities Portfolio - Service Class (continued)
Band 12	222,449.945	$	16.31	$	3,628,159
Band 13	1,559,565.923		16.26		25,358,542
Band 14	2,389,106.571		16.17		38,631,853
Band 15	2,258,340.365		16.12		36,404,447
Band 16	239,395.533		16.03		3,837,510
Band 17	2,858,693.620		15.98		45,681,924
Band 18	54,416.040		15.94		867,392
Band 19	95,329.708		15.85		1,510,976
Band 20	754,148.211		16.22		12,232,284
Band 21	119,964.902		16.08		1,929,036
Band 25	3,997.465		17.13		68,477
Band 26	189,668.282		17.08		3,239,534
Band 27	56,341.523		16.79		945,974
Band 28	28,124.097		16.64		467,985
Band 29	78,610.832		16.59		1,304,154
Band 30	13,381.199		16.31		218,247
Band 31	6,344.770		16.17		102,595
Band 35	42,571.156		9.80		417,197
Band 36	12,297.266		9.75		119,898
Band 38	387,029.358		14.21		5,499,687
Band 39	169,672.098		9.68		1,642,426
Band 40	15,946.222		9.64		153,722
Band 41	45,384.170		16.32		740,670
Band 42	18,298.493		16.13		295,155
Band 43	82,137.565		15.99		1,313,380
Band 44	2,590.268		15.66		40,564
Band 45	3,263.545		15.53		50,683
Band 46	1,360,126.295		15.89		21,612,407
Band 47	154,715.709		15.75		2,436,772
Band 50	5,644.997		13.80		77,901
Band 51	5,315.818		13.61		72,348
Band 52	644.522		14.02		9,036
Band 54	1,541.262		13.67		21,069
Band 55	11,046.143		13.96		154,204
Band 56	346,911.537		9.24		3,205,463
Band 57	4,656.026		9.09		42,323
Band 59	432.596		8.94		3,867
Band 60	380.160		9.11		3,463
	26,754,838.101			$	431,655,218




176

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


Division/Contract	Units		Unit Value		Extended Value
ING Morgan Stanley Global Franchise Portfolio -
Service Class
Contracts in accumulation period:
Band 2	7,184.415	$	18.09	$	129,966
Band 3	609.688		17.54		10,694
Band 4	50,785.598		17.70		898,905
Band 5	32,028.348		17.62		564,339
Band 6	2,982,767.487		17.47		52,108,948
Band 7	1,120,562.990		17.39		19,486,590
Band 8	1,415,807.744		17.24		24,408,526
Band 9	116,230.290		17.16		1,994,512
Band 10	3,604,727.136		17.09		61,604,787
Band 11	563,862.802		17.01		9,591,306
Band 12	202,527.449		16.94		3,430,815
Band 13	1,201,405.094		16.86		20,255,690
Band 14	1,950,346.697		16.71		32,590,293
Band 15	1,201,061.675		16.64		19,985,666
Band 16	108,264.545		16.49		1,785,282
Band 17	1,607,853.241		16.42		26,400,950
Band 18	10,126.149		16.35		165,563
Band 19	106,352.767		16.20		1,722,915
Band 20	604,358.027		16.79		10,147,171
Band 21	118,562.160		16.57		1,964,575
Band 25	4,787.881		18.25		87,379
Band 26	126,725.273		14.22		1,802,033
Band 27	34,503.749		13.97		482,017
Band 28	14,365.405		13.85		198,961
Band 29	78,610.206		13.81		1,085,607
Band 30	14,125.500		13.57		191,683
Band 31	1,478.549		13.46		19,901
Band 38	86,204.695		12.69		1,093,938
Band 41	20,269.454		13.58		275,259
Band 42	733.688		13.42		9,846
Band 43	48,374.128		13.31		643,860
Band 45	1,855.114		12.92		23,968
Band 46	1,698,916.409		13.89		23,597,949
Band 47	149,109.251		13.76		2,051,743
Band 51	37,315.701		12.08		450,774
Band 52	425.057		12.45		5,292
Band 53	782.548		12.31		9,633
Band 55	8,609.360		12.39		106,670
Band 56	449,043.384		10.31		4,629,637
Band 57	6,282.660		10.15		63,769
Band 59	9,422.890		9.98		94,040
Band 60	1,530.585		10.18		15,581
	19,798,895.789			$	326,187,033

177

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


Division/Contract	Units		Unit Value		Extended Value
ING Morgan Stanley Global Franchise Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	649,300.889	$	18.57	$	12,057,518
Band 7	3,791.518		18.49		70,105
Band 8	441.638		18.33		8,095
Band 10	504,146.180		18.18		9,165,378
Band 11	10,616.141		18.10		192,152
Band 12	189,818.041		18.03		3,422,419
Band 13	8,795.193		14.11		124,100
Band 14	103,690.311		14.97		1,552,244
Band 15	660,391.360		14.92		9,853,039
Band 17	225,415.827		14.77		3,329,392
Band 20	938,168.680		17.88		16,774,456
Band 46	452,264.887		13.76		6,223,165
	3,746,840.665			$	62,772,063
ING Morgan Stanley Global Tactical Asset Allocation
Portfolio - Service Class
Contracts in accumulation period:
Band 4	13,945.805	$	10.43	$	145,455
Band 5	969.867		12.90		12,511
Band 6	824,040.158		10.40		8,570,018
Band 7	539,632.334		10.38		5,601,384
Band 8	753,278.835		10.36		7,803,969
Band 9	4,951.214		10.35		51,245
Band 10	1,937,172.185		10.33		20,010,989
Band 11	137,303.832		10.32		1,416,976
Band 12	17,685.012		10.31		182,332
Band 13	431,814.139		10.30		4,447,686
Band 14	450,710.905		10.27		4,628,801
Band 15	385,641.834		10.26		3,956,685
Band 16	68,497.943		10.24		701,419
Band 17	296,474.845		10.23		3,032,938
Band 18	299.294		10.21		3,056
Band 19	6,208.026		10.19		63,260
Band 20	82,975.079		10.29		853,814
Band 21	20,871.689		10.25		213,935
Band 26	4,530.190		12.98		58,802
Band 27	1,504.332		12.91		19,421
Band 28	400.456		12.88		5,158
Band 29	310.641		12.87		3,998
Band 30	1,015.799		12.80		13,002
Band 31	9,261.531		12.77		118,270
Band 38	2,378.819		10.49		24,954
Band 43	5,399.954		12.72		68,687
Band 46	371,320.694		10.20		3,787,471
Band 47	37,807.717		10.16		384,126
Band 56	89,085.961		10.46		931,839
	6,495,489.090			$	67,112,201

178

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


Division/Contract	Units		Unit Value		Extended Value
ING Oppenheimer Active Allocation Portfolio - Service
Class
Contracts in accumulation period:
Band 4	4,822.344	$	12.01	$	57,916
Band 5	6,521.724		14.57		95,022
Band 6	980,144.571		11.97		11,732,331
Band 7	407,188.834		11.96		4,869,978
Band 8	417,022.820		11.93		4,975,082
Band 9	11,620.763		11.92		138,519
Band 10	1,643,930.268		11.90		19,562,770
Band 11	329,082.410		11.89		3,912,790
Band 12	5,691.961		11.87		67,564
Band 13	354,568.255		11.86		4,205,180
Band 14	195,410.871		11.83		2,311,711
Band 15	200,920.157		11.82		2,374,876
Band 16	11,088.200		11.79		130,730
Band 17	150,563.280		11.78		1,773,635
Band 19	6,186.997		11.73		72,573
Band 20	121,032.783		11.85		1,434,238
Band 21	7,794.140		11.80		91,971
Band 26	555.838		14.66		8,149
Band 28	112.462		14.54		1,635
Band 29	154.637		14.53		2,247
Band 30	957.736		14.45		13,839
Band 31	1,053.465		14.41		15,180
Band 41	1,844.312		14.45		26,650
Band 43	3,883.601		14.37		55,807
Band 46	127,251.222		11.75		1,495,202
Band 47	11,392.762		11.71		133,409
Band 56	36,274.703		12.04		436,747
Band 57	2,744.885		11.89		32,637
	5,039,816.001			$	60,028,388
ING PIMCO High Yield Portfolio - Service Class
Contracts in accumulation period:
Band 2	15,914.472	$	15.79	$	251,290
Band 4	181,198.343		15.53		2,814,010
Band 5	156,659.203		15.48		2,425,084
Band 6	3,921,489.980		15.37		60,273,301
Band 7	2,933,389.326		15.32		44,939,524
Band 8	2,059,551.479		15.22		31,346,374
Band 9	439,022.777		15.17		6,659,976
Band 10	3,779,254.634		15.11		57,104,538
Band 11	2,466,408.527		15.06		37,144,112
Band 12	863,810.396		15.01		12,965,794
Band 13	2,614,587.134		14.96		39,114,224
Band 14	5,158,322.941		14.86		76,652,679
Band 15	1,761,364.741		14.81		26,085,812
Band 16	240,004.324		14.71		3,530,464
Band 17	2,288,869.764		14.66		33,554,831

179

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


Division/Contract	Units		Unit Value		Extended Value
ING PIMCO High Yield Portfolio - Service Class
(continued)
Band 18	62,366.077	$	14.61	$	911,168
Band 19	365,700.164		14.51		5,306,309
Band 20	1,629,415.523		14.91		24,294,585
Band 21	309,504.662		14.76		4,568,289
Band 24	223.555		16.33		3,651
Band 25	27,653.274		15.90		439,687
Band 26	376,569.921		15.84		5,964,868
Band 27	131,691.666		15.53		2,045,172
Band 28	123,808.401		15.37		1,902,935
Band 29	160,264.094		15.32		2,455,246
Band 30	28,752.935		15.01		431,582
Band 31	32,939.167		14.86		489,476
Band 33	653.914		14.37		9,397
Band 35	90,230.863		15.06		1,358,877
Band 36	29,261.160		14.89		435,699
Band 37	13,828.646		14.76		204,111
Band 38	320,099.357		14.85		4,753,475
Band 39	53,375.563		14.68		783,553
Band 40	34,858.446		14.55		507,190
Band 41	51,150.567		15.02		768,282
Band 42	46,122.381		14.82		683,534
Band 43	123,310.387		14.67		1,808,963
Band 44	4,161.115		14.31		59,546
Band 45	4,373.484		14.17		61,972
Band 46	1,332,341.182		13.55		18,053,223
Band 47	394,261.421		13.43		5,294,931
Band 51	467.999		13.33		6,238
Band 55	21,276.462		13.67		290,849
Band 56	83,313.948		12.83		1,068,918
Band 57	16,685.613		12.62		210,572
Band 59	268.355		12.41		3,330
Band 60	1,430.584		12.66		18,111
	34,750,208.927			$	520,055,752
ING PIMCO Total Return Bond Portfolio - Service
Class
Contracts in accumulation period:
Band 1	2,381.413	$	20.58	$	49,009
Band 2	76,740.673		19.92		1,528,674
Band 3	2,660.188		18.81		50,038
Band 4	664,080.754		19.12		12,697,224
Band 5	237,000.838		18.97		4,495,906
Band 6	22,821,794.050		18.66		425,854,677
Band 7	7,771,155.588		18.50		143,766,378
Band 8	11,610,810.910		18.20		211,316,759
Band 9	1,487,389.084		18.05		26,847,373
Band 10	37,652,998.630		17.90		673,988,675
Band 11	7,179,747.346		17.76		127,512,313
Band 12	1,722,138.920		17.61		30,326,866

180

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


Division/Contract	Units		Unit Value		Extended Value
ING PIMCO Total Return Bond Portfolio - Service
Class (continued)
Band 13	11,919,257.990	$	17.47	$	208,229,437
Band 14	13,772,676.570		17.18		236,614,583
Band 15	12,404,650.020		17.04		211,375,236
Band 16	1,244,773.461		16.76		20,862,403
Band 17	11,243,929.550		16.62		186,874,109
Band 18	196,168.154		16.48		3,232,851
Band 19	775,116.990		16.21		12,564,646
Band 20	3,860,381.468		17.32		66,861,807
Band 21	932,019.784		16.90		15,751,134
Band 25	57,717.743		20.25		1,168,784
Band 26	1,704,866.692		20.08		34,233,723
Band 27	526,292.354		19.12		10,062,710
Band 28	205,246.376		18.65		3,827,845
Band 29	541,337.380		18.50		10,014,742
Band 30	200,091.647		17.60		3,521,613
Band 31	62,865.201		17.17		1,079,396
Band 33	586.580		15.84		9,291
Band 34	54.529		15.45		842
Band 35	86,796.160		20.76		1,801,888
Band 36	25,844.990		20.09		519,226
Band 37	4,531.014		19.60		88,808
Band 38	1,843,478.810		15.03		27,707,487
Band 39	115,935.185		14.80		1,715,841
Band 40	51,718.527		14.64		757,159
Band 41	162,260.633		14.24		2,310,591
Band 42	218,755.592		14.03		3,069,141
Band 43	792,837.459		13.87		10,996,656
Band 44	6,144.853		13.29		81,665
Band 45	15,673.412		13.12		205,635
Band 46	12,487,873.630		13.10		163,591,145
Band 47	2,466,193.042		12.97		31,986,524
Band 50	27,496.304		13.62		374,500
Band 51	12,214.226		13.43		164,037
Band 52	6,031.389		13.84		83,474
Band 53	1,333.349		13.68		18,240
Band 55	123,790.970		13.78		1,705,840
Band 56	4,858,744.221		12.24		59,471,029
Band 57	282,009.809		12.04		3,395,398
Band 58	3,051.629		11.95		36,467
Band 59	17,299.389		11.84		204,825
Band 60	28,551.528		12.07		344,617
Band 64	14,491.955		11.75		170,280
	174,529,988.959			$	2,995,519,517




181

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


Division/Contract	Units		Unit Value		Extended Value
ING PIMCO Total Return Bond Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	1,037,109.652	$	14.89	$	15,442,563
Band 7	53,803.339		14.83		797,904
Band 8	1,748.176		14.70		25,698
Band 10	860,650.604		14.58		12,548,286
Band 11	21,803.437		14.52		316,586
Band 12	333,164.564		14.45		4,814,228
Band 13	5,112.878		13.30		68,001
Band 14	187,660.777		13.29		2,494,012
Band 15	433,072.426		13.24		5,733,879
Band 17	231,200.934		13.10		3,028,732
Band 20	1,462,925.140		14.33		20,963,717
Band 46	541,846.008		12.97		7,027,743
	5,170,097.935			$	73,261,349
ING Pioneer Fund Portfolio - Service Class
Contracts in accumulation period:
Band 2	656.759	$	12.06	$	7,921
Band 3	782.164		11.82		9,245
Band 4	39,555.593		11.89		470,316
Band 5	40,016.451		11.85		474,195
Band 6	862,454.573		11.79		10,168,339
Band 7	372,241.485		11.75		4,373,837
Band 8	188,807.521		11.69		2,207,160
Band 9	16,846.751		11.65		196,265
Band 10	609,977.194		11.62		7,087,935
Band 11	236,899.944		11.58		2,743,301
Band 12	124,360.402		11.55		1,436,363
Band 13	262,745.498		11.52		3,026,828
Band 14	685,875.169		11.45		7,853,271
Band 15	214,959.168		11.42		2,454,834
Band 16	19,064.161		11.35		216,378
Band 17	375,680.169		11.32		4,252,700
Band 18	9,466.684		11.29		106,879
Band 19	39,289.819		11.22		440,832
Band 20	230,935.192		11.48		2,651,136
Band 21	43,260.497		11.39		492,737
Band 25	4,225.145		12.13		51,251
Band 26	33,526.191		12.09		405,332
Band 27	40,028.075		11.89		475,934
Band 28	15,770.855		11.79		185,938
Band 29	6,765.201		11.75		79,491
Band 30	405.763		11.55		4,687
Band 31	2,363.689		11.45		27,064
Band 35	21,714.327		12.23		265,566
Band 36	2,367.036		12.09		28,617
Band 38	149,174.836		12.06		1,799,049
Band 39	19,153.532		11.92		228,310

182

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


Division/Contract	Units		Unit Value		Extended Value
ING Pioneer Fund Portfolio - Service Class (continued)
Band 40	31,485.570	$	11.82	$	372,159
Band 41	7,535.034		11.56		87,105
Band 42	10,740.758		11.42		122,659
Band 43	19,025.979		11.32		215,374
Band 45	769.570		11.00		8,465
Band 46	181,831.667		11.25		2,045,606
Band 47	40,824.387		11.16		455,600
Band 50	520.550		10.30		5,362
Band 55	2,925.656		10.42		30,485
Band 56	39,739.022		9.61		381,892
	5,004,768.037			$	57,946,418
ING Pioneer Mid Cap Value Portfolio - Service Class
Currently payable annuity contracts:	2,361.399	$	12.16	$	28,715
Contracts in accumulation period:
Band 1	5,544.795		11.29		62,601
Band 2	569,106.804		12.16		6,920,339
Band 3	13,231.362		11.92		157,718
Band 4	177,138.901		11.99		2,123,895
Band 5	181,869.011		11.95		2,173,335
Band 6	6,475,612.100		11.88		76,930,272
Band 7	4,018,329.527		11.85		47,617,205
Band 8	3,335,675.630		11.78		39,294,259
Band 9	515,691.169		11.75		6,059,371
Band 10	5,811,507.465		11.71		68,052,752
Band 11	3,550,622.342		11.68		41,471,269
Band 12	924,260.283		11.65		10,767,632
Band 13	3,113,937.663		11.61		36,152,816
Band 14	6,289,618.492		11.55		72,645,094
Band 15	2,251,505.034		11.51		25,914,823
Band 16	181,982.301		11.45		2,083,697
Band 17	3,494,720.472		11.41		39,874,761
Band 18	71,447.465		11.38		813,072
Band 19	263,217.499		11.31		2,976,990
Band 20	3,178,945.731		11.58		36,812,192
Band 21	402,673.418		11.48		4,622,691
Band 25	31,244.159		12.23		382,116
Band 26	160,008.141		12.19		1,950,499
Band 27	46,552.852		11.99		558,169
Band 28	85,240.620		11.88		1,012,659
Band 29	75,688.907		11.85		896,914
Band 30	6,206.256		11.64		72,241
Band 31	570.576		11.54		6,584
Band 35	73,596.054		12.33		907,439
Band 36	18,580.979		12.19		226,502
Band 37	9,511.322		12.09		114,992
Band 38	816,381.618		12.16		9,927,200
Band 39	260,134.092		12.02		3,126,812
Band 40	40,446.346		11.92		482,120
Band 41	26,870.555		11.65		313,042

183

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


Division/Contract	Units		Unit Value		Extended Value
ING Pioneer Mid Cap Value Portfolio - Service Class
(continued)
Band 42	43,818.858	$	11.52	$	504,793
Band 43	86,053.032		11.42		982,726
Band 44	5,083.920		11.18		56,838
Band 45	4,225.541		11.09		46,861
Band 46	2,065,912.944		11.35		23,448,112
Band 47	229,559.758		11.25		2,582,547
Band 50	10,149.764		10.93		110,937
Band 51	3,000.709		10.78		32,348
Band 52	314.335		11.11		3,492
Band 54	1,195.276		10.83		12,945
Band 55	3,267.716		11.06		36,141
Band 56	117,220.992		10.03		1,175,727
Band 57	1,730.707		9.86		17,065
	49,051,564.892			$	572,543,320
ING Retirement Conservative Portfolio - Adviser Class
Contracts in accumulation period:
Band 4	313,416.114	$	8.86	$	2,776,867
Band 5	35,492.313		8.85		314,107
Band 6	6,256,898.666		8.84		55,310,984
Band 7	2,284,320.781		8.84		20,193,396
Band 8	3,445,031.630		8.83		30,419,629
Band 9	885,374.874		8.82		7,809,006
Band 10	11,268,716.600		8.82		99,390,080
Band 11	2,697,247.610		8.81		23,762,751
Band 12	367,431.448		8.81		3,237,071
Band 13	2,875,864.442		8.80		25,307,607
Band 14	4,040,196.353		8.79		35,513,326
Band 15	4,845,564.655		8.78		42,544,058
Band 16	444,073.884		8.77		3,894,528
Band 17	3,875,738.344		8.77		33,990,225
Band 18	66,205.684		8.76		579,962
Band 19	64,845.833		8.75		567,401
Band 20	1,266,983.895		8.80		11,149,458
Band 21	345,650.411		8.78		3,034,811
Band 26	168,327.983		8.89		1,496,436
Band 27	35,681.403		8.86		316,137
Band 28	29,282.350		8.84		258,856
Band 29	78,570.872		8.84		694,567
Band 31	8,138.388		8.79		71,536
Band 38	386,086.476		8.89		3,432,309
Band 41	46,250.255		8.81		407,465
Band 42	663.556		8.78		5,826
Band 43	233,461.830		8.77		2,047,460
Band 46	4,168,615.237		8.76		36,517,069
Band 47	535,970.458		8.74		4,684,382
Band 51	3,891.778		8.77		34,131
Band 55	7,419.268		8.83		65,512
Band 56	2,189,015.131		8.87		19,416,564
Band 57	182,305.292		8.81		1,606,110
	53,452,733.814			$	470,849,627

184

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


Division/Contract	Units		Unit Value		Extended Value
ING Retirement Growth Portfolio - Adviser Class
Contracts in accumulation period:
Band 2	19,678.736	$	10.36	$	203,872
Band 4	2,198,626.408		10.33		22,711,811
Band 5	90,926.418		10.33		939,270
Band 6	74,275,484.410		10.31		765,780,244
Band 7	11,613,549.670		10.31		119,735,697
Band 8	40,492,714.860		10.30		417,074,963
Band 9	4,415,857.728		10.29		45,439,176
Band 10	90,407,562.740		10.28		929,389,745
Band 11	10,270,361.190		10.28		105,579,313
Band 12	1,232,539.530		10.27		12,658,181
Band 13	25,710,825.680		10.26		263,793,071
Band 14	31,017,378.310		10.25		317,928,128
Band 15	41,710,173.900		10.25		427,529,282
Band 16	2,665,084.193		10.23		27,263,811
Band 17	42,697,101.290		10.23		436,791,346
Band 18	76,693.233		10.22		783,805
Band 19	937,005.138		10.21		9,566,822
Band 20	10,459,517.470		10.26		107,314,649
Band 21	2,384,142.280		10.24		24,413,617
Band 26	1,016,410.619		10.37		10,540,178
Band 27	507,677.069		10.33		5,244,304
Band 28	273,237.374		10.31		2,817,077
Band 29	420,267.067		10.31		4,332,953
Band 30	176,839.356		10.27		1,816,140
Band 31	67,770.602		10.25		694,649
Band 38	3,010,618.321		10.37		31,220,112
Band 41	775,291.407		10.27		7,962,243
Band 42	78,845.117		10.25		808,162
Band 43	1,905,648.687		10.23		19,494,786
Band 44	5,545.595		10.18		56,454
Band 45	9,304.028		10.16		94,529
Band 46	34,365,094.240		10.21		350,867,612
Band 47	3,824,298.340		10.19		38,969,600
Band 50	339,401.997		10.27		3,485,659
Band 51	119,278.632		10.23		1,220,220
Band 52	535.732		10.31		5,523
Band 53	3,632.371		10.28		37,341
Band 55	258,638.906		10.30		2,663,981
Band 56	9,009,691.038		10.35		93,250,302
Band 57	66,238.527		10.28		680,932
Band 58	6,712.690		10.25		68,805
Band 59	89,093.179		10.21		909,641
Band 62	21,101.380		10.22		215,656
Band 64	8,239.534		10.24		84,373
	449,034,634.992			$	4,612,438,035

185

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


Division/Contract	Units		Unit Value		Extended Value
ING Retirement Moderate Growth Portfolio - Adviser
Class
Contracts in accumulation period:
Band 2	29,350.381	$	10.59	$	310,821
Band 4	2,602,053.917		10.56		27,477,689
Band 5	64,754.731		10.55		683,162
Band 6	46,040,295.960		10.54		485,264,719
Band 7	8,432,783.789		10.54		88,881,541
Band 8	22,990,154.810		10.52		241,856,429
Band 9	5,211,376.857		10.52		54,823,685
Band 10	65,664,893.390		10.51		690,138,030
Band 11	9,590,943.165		10.50		100,704,903
Band 12	667,670.750		10.50		7,010,543
Band 13	13,847,272.450		10.49		145,257,888
Band 14	22,107,690.880		10.48		231,688,600
Band 15	26,143,151.140		10.47		273,718,792
Band 16	1,766,469.194		10.46		18,477,268
Band 17	23,476,050.360		10.45		245,324,726
Band 18	94,184.656		10.44		983,288
Band 19	721,062.117		10.43		7,520,678
Band 20	7,809,734.476		10.48		81,846,017
Band 21	2,560,780.578		10.46		26,785,765
Band 26	964,988.705		10.60		10,228,880
Band 27	509,615.795		10.56		5,381,543
Band 28	293,985.232		10.54		3,098,604
Band 29	518,794.277		10.53		5,462,904
Band 30	244,292.091		10.50		2,565,067
Band 31	58,653.542		10.48		614,689
Band 38	2,704,239.161		10.59		28,637,893
Band 41	367,131.409		10.50		3,854,880
Band 42	112,732.950		10.47		1,180,314
Band 43	1,490,873.654		10.45		15,579,630
Band 44	324.207		10.41		3,375
Band 45	107,760.879		10.39		1,119,636
Band 46	23,681,090.950		10.44		247,230,590
Band 47	1,969,327.877		10.42		20,520,396
Band 50	93,060.451		10.49		976,204
Band 51	57,415.407		10.45		599,991
Band 52	6,020.527		10.54		63,456
Band 53	6,584.367		10.50		69,136
Band 55	147,383.596		10.52		1,550,475
Band 56	10,071,931.030		10.57		106,460,311
Band 57	99,212.965		10.50		1,041,736
Band 58	28,868.059		10.47		302,249
Band 59	24,492.123		10.43		255,453
Band 60	2,347.159		10.52		24,692
Band 62	6,014.228		10.45		62,849
Band 64	24,439.688		10.47		255,884
	303,412,253.930			$	3,185,895,381

186

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


Division/Contract	Units		Unit Value		Extended Value
ING Retirement Moderate Portfolio - Adviser Class
Contracts in accumulation period:
Band 2	20,308.719	$	10.70	$	217,303
Band 4	1,436,677.164		10.67		15,329,345
Band 5	43,935.938		10.66		468,357
Band 6	24,451,343.170		10.65		260,406,805
Band 7	5,981,284.279		10.64		63,640,865
Band 8	12,371,740.350		10.63		131,511,600
Band 9	3,370,578.680		10.62		35,795,546
Band 10	33,887,800.910		10.62		359,888,446
Band 11	5,863,080.450		10.61		62,207,284
Band 12	916,905.835		10.60		9,719,202
Band 13	8,948,023.458		10.60		94,849,049
Band 14	12,585,776.590		10.58		133,157,516
Band 15	12,734,746.490		10.58		134,733,618
Band 16	1,239,231.588		10.57		13,098,678
Band 17	12,044,181.150		10.56		127,186,553
Band 18	39,821.750		10.55		420,119
Band 19	591,657.735		10.54		6,236,073
Band 20	4,645,123.953		10.59		49,191,863
Band 21	1,734,936.846		10.57		18,338,282
Band 26	747,160.768		10.71		8,002,092
Band 27	575,631.835		10.67		6,141,992
Band 28	191,763.492		10.65		2,042,281
Band 29	392,883.239		10.64		4,180,278
Band 30	106,183.463		10.60		1,125,545
Band 31	96,198.312		10.58		1,017,778
Band 34	13,809.650		10.50		145,001
Band 38	1,802,406.690		10.70		19,285,752
Band 41	220,013.607		10.61		2,334,344
Band 42	64,824.518		10.58		685,843
Band 43	1,329,925.091		10.56		14,044,009
Band 45	428.738		10.49		4,497
Band 46	13,298,068.400		10.55		140,294,622
Band 47	1,681,461.792		10.53		17,705,793
Band 51	71,504.872		10.56		755,091
Band 52	23,725.589		10.64		252,440
Band 53	16,286.718		10.61		172,802
Band 55	64,047.817		10.63		680,828
Band 56	8,044,822.930		10.68		85,918,709
Band 57	74,318.876		10.61		788,523
Band 58	2,132.902		10.58		22,566
Band 59	16,156.557		10.54		170,290
Band 60	53,149.611		10.62		564,449
Band 64	47,703.862		10.57		504,230
	171,841,764.384			$	1,823,236,259

187

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


Division/Contract	Units		Unit Value		Extended Value
ING T. Rowe Price Capital Appreciation Portfolio -
Service Class
Currently payable annuity contracts:	5,581.654	$	56.51	$	315,419
Contracts in accumulation period:
Band 1	12,796.765		59.06		755,777
Band 2	218,053.012		56.51		12,322,176
Band 3	9,712.670		52.28		507,778
Band 4	193,449.379		53.54		10,357,280
Band 5	135,507.395		52.89		7,166,986
Band 6	7,593,075.997		51.80		393,321,337
Band 7	3,275,889.555		51.16		167,594,510
Band 8	3,920,389.086		50.10		196,411,493
Band 9	437,277.618		49.48		21,636,497
Band 10	9,126,872.260		48.93		446,577,860
Band 11	3,062,577.805		48.39		148,198,140
Band 12	894,237.082		47.85		42,789,244
Band 13	4,075,631.343		47.32		192,858,875
Band 14	4,786,443.903		46.28		221,516,624
Band 15	3,316,794.375		45.76		151,776,511
Band 16	402,685.216		44.75		18,020,163
Band 17	3,730,591.290		44.25		165,078,665
Band 18	102,920.792		43.76		4,503,814
Band 19	302,849.655		42.79		12,958,937
Band 20	1,951,487.726		46.80		91,329,626
Band 21	322,152.415		45.25		14,577,397
Band 25	34,112.139		57.79		1,971,341
Band 26	810,221.133		13.87		11,237,767
Band 27	309,456.575		13.63		4,217,893
Band 28	125,807.717		13.51		1,699,662
Band 29	409,614.466		13.47		5,517,507
Band 30	43,948.388		13.24		581,877
Band 31	6,331.828		13.13		83,137
Band 35	340,927.652		10.93		3,726,339
Band 36	64,708.412		10.87		703,380
Band 37	22,824.573		10.83		247,190
Band 38	4,367,787.741		12.37		54,029,534
Band 39	457,743.710		10.80		4,943,632
Band 40	124,703.002		10.75		1,340,557
Band 41	172,206.030		13.25		2,281,730
Band 42	36,018.877		13.09		471,487
Band 43	395,505.543		12.98		5,133,662
Band 44	39,317.939		12.71		499,731
Band 45	63,741.533		12.60		803,143
Band 46	13,092,231.510		12.61		165,093,039
Band 47	1,567,787.693		12.49		19,581,668
Band 49	343,326.689		10.60		3,639,263
Band 50	14,865.144		11.96		177,787
Band 51	36,865.225		11.80		435,010
Band 52	44,298.524		12.16		538,670

188

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


Division/Contract	Units		Unit Value		Extended Value
ING T. Rowe Price Capital Appreciation Portfolio -
Service Class (continued)
Band 53	4,584.219	$	12.02	$	55,102
Band 54	4,276.392		11.85		50,675
Band 55	30,004.224		12.10		363,051
Band 56	2,095,671.385		11.00		23,052,385
Band 57	131,817.554		10.82		1,426,266
Band 58	6,252.034		10.74		67,147
Band 59	83,739.555		10.64		890,989
Band 60	89,458.058		10.85		970,620
Band 62	4,043.425		10.67		43,143
Band 64	28,171.612		10.56		297,492
	73,279,347.494			$	2,636,746,985
ING T. Rowe Price Capital Appreciation Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	977,107.070	$	18.32	$	17,900,602
Band 7	1,152.855		18.24		21,028
Band 10	671,540.907		17.93		12,040,728
Band 11	10,454.366		17.86		186,715
Band 12	445,946.588		17.78		7,928,930
Band 13	4,100.902		12.81		52,533
Band 14	150,639.084		14.13		2,128,530
Band 15	628,128.114		14.08		8,844,044
Band 17	226,343.829		13.93		3,152,970
Band 20	1,269,642.894		17.63		22,383,804
Band 46	709,006.459		12.49		8,855,491
	5,094,063.068			$	83,495,375
ING T. Rowe Price Equity Income Portfolio - Service
Class
Currently payable annuity contracts:	4,016.671	$	33.78 to $35.31	$	135,795
Contracts in accumulation period:
Band 1	45,331.508		35.31		1,600,656
Band 2	542,103.477		33.78		18,312,255
Band 3	6,032.176		31.26		188,566
Band 4	135,743.492		32.01		4,345,149
Band 5	92,010.163		31.62		2,909,361
Band 6	3,008,351.601		30.97		93,168,649
Band 7	2,201,855.576		30.58		67,332,744
Band 8	1,584,809.163		29.95		47,465,034
Band 9	227,814.361		29.58		6,738,749
Band 10	2,715,477.165		29.25		79,427,707
Band 11	1,806,130.909		28.93		52,251,367
Band 12	539,054.589		28.61		15,422,352
Band 13	1,710,922.639		28.29		48,402,001
Band 14	2,957,368.797		27.66		81,800,821
Band 15	928,682.782		27.36		25,408,761
Band 16	104,791.549		26.75		2,803,174
Band 17	1,738,376.207		26.46		45,997,434
Band 18	53,064.365		26.16		1,388,164

189

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


Division/Contract	Units		Unit Value		Extended Value
ING T. Rowe Price Equity Income Portfolio - Service
Class (continued)
Band 19	167,511.613	$	25.58	$	4,284,947
Band 20	1,115,771.904		27.98		31,219,298
Band 21	230,348.745		27.05		6,230,934
Band 24	42.490		37.74		1,604
Band 25	27,801.544		34.55		960,543
Band 26	289,461.627		12.49		3,615,376
Band 27	101,426.833		12.24		1,241,464
Band 28	64,078.164		12.11		775,987
Band 29	109,229.196		12.07		1,318,396
Band 30	24,684.437		11.83		292,017
Band 31	5,310.104		11.71		62,181
Band 35	25,350.741		11.69		296,350
Band 36	14,382.509		11.55		166,118
Band 37	55,001.521		11.46		630,317
Band 38	581,466.435		11.52		6,698,493
Band 39	98,792.426		11.39		1,125,246
Band 40	59,684.361		11.29		673,836
Band 41	24,299.850		11.83		287,467
Band 42	45,590.955		11.68		532,502
Band 43	120,025.600		11.56		1,387,496
Band 44	2,379.632		11.28		26,842
Band 45	3,654.625		11.07		40,457
Band 46	1,894,673.819		10.51		19,913,022
Band 47	291,425.427		10.41		3,033,739
Band 51	2,229.726		10.01		22,320
Band 52	2,763.311		10.32		28,517
Band 55	1,446.204		10.27		14,853
Band 56	552,174.607		9.38		5,179,398
Band 57	742.412		9.23		6,852
Band 60	374.002		9.26		3,463
	26,314,062.010			$	685,168,774
ING T. Rowe Price Equity Income Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	381,494.654	$	14.70	$	5,607,971
Band 8	561.105		14.51		8,142
Band 10	233,860.741		14.39		3,365,256
Band 11	29,005.549		14.33		415,650
Band 12	98,444.989		14.27		1,404,810
Band 13	343.551		10.67		3,666
Band 14	44,673.505		11.59		517,766
Band 15	171,984.799		11.55		1,986,424
Band 17	82,682.345		11.43		945,059
Band 20	554,764.823		14.15		7,849,922
Band 46	174,822.317		10.41		1,819,900
	1,772,638.378			$	23,924,566

190

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


Division/Contract	Units		Unit Value		Extended Value
ING Templeton Global Growth Portfolio - Service Class
Currently payable annuity contracts:	771.536	$	23.69	$	18,278
Contracts in accumulation period:
Band 1	4,023.367		24.57		98,854
Band 2	280,894.368		23.69		6,654,388
Band 3	5,052.973		22.23		112,328
Band 4	109,196.015		22.62		2,470,014
Band 5	50,476.579		22.38		1,129,666
Band 6	1,606,337.600		22.00		35,339,427
Band 7	1,229,606.740		21.77		26,768,539
Band 8	1,248,029.133		21.41		26,720,304
Band 9	258,876.393		21.18		5,483,002
Band 10	1,648,992.859		20.98		34,595,870
Band 11	753,685.403		20.79		15,669,120
Band 12	296,745.972		20.60		6,112,967
Band 13	1,057,096.170		20.41		21,575,333
Band 14	1,717,330.484		20.04		34,415,303
Band 15	505,792.217		19.85		10,039,976
Band 16	82,070.509		19.49		1,599,554
Band 17	1,054,961.192		19.31		20,371,301
Band 18	22,439.107		19.13		429,260
Band 19	74,319.244		18.77		1,394,972
Band 20	572,903.633		20.22		11,584,111
Band 21	141,351.766		19.67		2,780,389
Band 25	23,579.303		24.09		568,025
Band 26	113,661.267		11.81		1,342,340
Band 27	16,451.593		11.60		190,838
Band 28	21,833.398		11.50		251,084
Band 29	28,268.132		11.47		324,235
Band 30	498.218		11.27		5,615
Band 38	149,375.176		9.88		1,475,827
Band 41	45,675.507		11.28		515,220
Band 42	3,420.307		11.15		38,136
Band 43	20,185.435		11.05		223,049
Band 45	2,609.732		10.73		28,002
Band 46	897,776.051		10.58		9,498,471
Band 47	119,200.970		10.48		1,249,226
Band 50	8,438.599		9.56		80,673
Band 52	1,280.345		9.72		12,445
Band 56	591,741.063		8.63		5,106,725
Band 57	254.234		8.49		2,158
Band 59	2,905.717		8.35		24,263
Band 60	17,369.324		8.52		147,987
	14,785,477.631			$	286,447,275




191

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


Division/Contract	Units		Unit Value		Extended Value
ING Templeton Global Growth Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	49,444.230	$	16.14	$	798,030
Band 7	548.250		16.07		8,810
Band 10	40,556.181		15.80		640,788
Band 11	1,169.566		15.74		18,409
Band 12	31,344.297		15.67		491,165
Band 13	5,019.574		10.75		53,960
Band 14	8,883.987		11.18		99,323
Band 15	28,422.492		11.14		316,627
Band 17	13,507.888		11.03		148,992
Band 20	108,719.846		15.54		1,689,506
Band 46	44,456.875		10.49		466,353
	332,073.186			$	4,731,963
ING Van Kampen Growth and Income Portfolio -
Service Class
Currently payable annuity contracts:	851.897	$	31.43	$	26,775
Contracts in accumulation period:
Band 1	2,431.881		32.54		79,133
Band 2	264,438.430		31.43		8,311,300
Band 3	5,840.154		29.56		172,635
Band 4	111,832.945		30.13		3,369,527
Band 5	76,246.809		29.83		2,274,442
Band 6	2,059,674.768		29.36		60,472,051
Band 7	1,110,882.093		29.06		32,282,234
Band 8	2,293,500.157		28.60		65,594,104
Band 9	201,781.946		28.31		5,712,447
Band 10	1,501,511.702		28.06		42,132,418
Band 11	2,554,506.918		27.82		71,066,382
Band 12	337,800.487		27.58		9,316,537
Band 13	1,201,378.817		27.34		32,845,697
Band 14	1,913,500.824		26.86		51,396,632
Band 15	539,995.057		26.63		14,380,068
Band 16	51,085.788		26.16		1,336,404
Band 17	720,933.206		25.93		18,693,798
Band 18	23,664.267		25.70		608,172
Band 19	67,177.188		25.26		1,696,896
Band 20	480,043.374		27.10		13,009,175
Band 21	104,162.774		26.39		2,748,856
Band 24	48.637		34.28		1,667
Band 25	17,799.147		31.99		569,395
Band 26	141,502.192		11.95		1,690,951
Band 27	102,197.752		11.75		1,200,824
Band 28	50,162.312		11.65		584,391
Band 29	68,566.419		11.61		796,056
Band 30	10,725.094		11.41		122,373
Band 31	9,551.173		11.31		108,024
Band 38	59,742.891		10.62		634,470
Band 41	6,536.615		11.42		74,648

192

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


Division/Contract	Units		Unit Value		Extended Value
ING Van Kampen Growth and Income Portfolio -
Service Class (continued)
Band 42	4,644.639	$	11.29	$	52,438
Band 43	33,934.195		11.19		379,724
Band 45	1,826.066		10.86		19,831
Band 46	1,229,357.263		11.05		13,584,398
Band 47	161,053.280		10.95		1,763,533
Band 50	571.220		10.27		5,866
Band 51	1,861.129		10.13		18,853
Band 55	2,890.621		10.39		30,034
Band 56	138,295.915		9.37		1,295,833
Band 57	3,063.747		9.21		28,217
Band 60	2,567.874		9.24		23,727
	17,670,139.663			$	460,510,936
ING Van Kampen Growth and Income Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	510,573.425	$	15.61	$	7,970,051
Band 7	7,360.005		15.54		114,374
Band 8	847.544		15.41		13,061
Band 10	389,392.586		15.28		5,949,919
Band 11	10,747.576		15.22		163,578
Band 12	253,102.869		15.15		3,834,508
Band 13	11,479.161		11.22		128,796
Band 14	72,496.841		12.06		874,312
Band 15	332,534.588		12.02		3,997,066
Band 17	221,140.451		11.90		2,631,571
Band 20	1,492,103.954		15.03		22,426,322
Band 46	408,397.779		10.95		4,471,956
	3,710,176.779			$	52,575,514
ING Wells Fargo HealthCare Portfolio - Service Class
Contracts in accumulation period:
Band 2	4,208.279	$	11.70	$	49,237
Band 3	380.350		11.42		4,344
Band 4	44,643.723		11.50		513,403
Band 5	38,429.563		11.46		440,403
Band 6	2,127,772.854		11.39		24,235,333
Band 7	1,103,711.086		11.35		12,527,121
Band 8	1,283,559.301		11.27		14,465,713
Band 9	80,598.693		11.23		905,123
Band 10	1,954,356.561		11.19		21,869,250
Band 11	692,609.844		11.16		7,729,526
Band 12	280,366.853		11.12		3,117,679
Band 13	881,628.548		11.08		9,768,444
Band 14	1,576,539.835		11.01		17,357,704
Band 15	1,012,203.034		10.97		11,103,867
Band 16	126,013.470		10.89		1,372,287
Band 17	1,527,878.471		10.86		16,592,760
Band 18	33,342.234		10.82		360,763

193

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


Division/Contract	Units		Unit Value		Extended Value
ING Wells Fargo HealthCare Portfolio - Service Class
(continued)
Band 19	69,356.529	$	10.75	$	745,583
Band 20	734,124.074		11.04		8,104,730
Band 21	108,212.952		10.93		1,182,768
Band 25	3,558.819		11.78		41,923
Band 26	95,760.729		11.74		1,124,231
Band 27	40,169.241		11.50		461,946
Band 28	22,596.317		11.38		257,146
Band 29	88,043.473		11.35		999,293
Band 30	14,178.698		11.12		157,667
Band 31	6,985.138		11.00		76,837
Band 34	66.427		10.54		700
Band 38	31,008.854		10.72		332,415
Band 41	20,037.424		11.12		222,816
Band 42	13,587.844		10.97		149,059
Band 43	49,507.939		10.86		537,656
Band 45	3,728.569		10.49		39,113
Band 46	682,527.128		11.11		7,582,876
Band 47	112,574.486		11.01		1,239,445
Band 50	875.017		10.40		9,100
Band 51	629.879		10.26		6,463
Band 52	411.389		10.57		4,348
Band 55	7,313.027		10.52		76,933
Band 56	158,560.701		8.86		1,404,848
Band 57	7,349.280		8.72		64,086
	15,039,406.633			$	167,234,939
ING Diversified International Fund - Class R
Contracts in accumulation period:
Band 35	1,943.162	$	9.39	$	18,246
Band 38	10,854.011		9.29		100,834
Band 39	3,625.901		9.21		33,395
Band 40	2,752.993		9.15		25,190
	19,176.067			$	177,665
ING American Century Small-Mid Cap Value
Portfolio - Service Class
Contracts in accumulation period:
Band 35	8,959.925	$	18.45	$	165,311
Band 36	10,661.864		18.14		193,406
Band 37	492.026		17.90		8,807
Band 38	124,399.862		19.66		2,445,701
Band 39	10,976.353		19.37		212,612
Band 40	1,125.415		19.15		21,552
	156,615.445			$	3,047,389

194

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


Division/Contract	Units		Unit Value		Extended Value
ING Baron Small Cap Growth Portfolio - Service Class
Contracts in accumulation period:
Band 2	8,432.889	$	12.90	$	108,784
Band 4	96,813.255		12.71		1,230,496
Band 5	15,479.776		12.67		196,129
Band 6	4,210,806.009		12.60		53,056,156
Band 7	1,011,815.852		12.57		12,718,525
Band 8	2,432,509.436		12.49		30,382,043
Band 9	229,055.103		12.46		2,854,027
Band 10	5,244,173.112		12.42		65,132,630
Band 11	841,955.823		12.38		10,423,413
Band 12	178,125.722		12.35		2,199,853
Band 13	1,752,102.896		12.31		21,568,387
Band 14	1,893,963.373		12.24		23,182,112
Band 15	1,920,311.673		12.21		23,447,006
Band 16	218,598.258		12.14		2,653,783
Band 17	2,111,779.010		12.10		25,552,526
Band 18	6,687.797		12.07		80,722
Band 19	46,767.088		12.00		561,205
Band 20	616,566.213		12.28		7,571,433
Band 21	123,845.712		12.17		1,507,202
Band 26	203,768.794		12.93		2,634,731
Band 27	46,108.343		12.71		586,037
Band 28	54,693.903		12.60		689,143
Band 29	74,356.516		12.56		933,918
Band 30	7,793.172		12.35		96,246
Band 31	2,304.497		12.24		28,207
Band 35	56,814.290		18.49		1,050,496
Band 36	11,925.300		18.17		216,683
Band 37	3,970.059		17.93		71,183
Band 38	630,092.769		18.08		11,392,077
Band 39	194,525.545		17.82		3,466,445
Band 40	35,222.119		17.62		620,614
Band 41	23,172.999		12.35		286,187
Band 42	24,411.902		12.21		298,069
Band 43	83,888.560		12.11		1,015,890
Band 44	654.378		11.86		7,761
Band 45	7,009.231		11.75		82,358
Band 46	2,168,432.416		12.03		26,086,242
Band 47	337,728.459		11.93		4,029,101
Band 50	11,616.970		10.91		126,741
Band 52	13.304		11.08		147
Band 53	805.694		10.96		8,830
Band 54	1,089.888		10.81		11,782
Band 55	3,917.909		11.03		43,215
Band 56	368,534.047		10.43		3,843,810
Band 57	9,126.966		10.26		93,643
Band 59	2,371.105		10.09		23,924
Band 60	3,224.724		10.29		33,182
	27,327,362.856			$	342,203,094

195

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


Division/Contract	Units		Unit Value		Extended Value
ING Columbia Small Cap Value Portfolio - Service
Class
Contracts in accumulation period:
Band 2	10,626.288	$	10.27	$	109,132
Band 4	59,403.964		10.15		602,950
Band 5	16,959.293		10.13		171,798
Band 6	2,485,615.781		10.08		25,055,007
Band 7	391,648.173		10.05		3,936,064
Band 8	1,117,332.799		10.01		11,184,501
Band 9	86,749.147		9.98		865,756
Band 10	3,549,908.184		9.96		35,357,086
Band 11	511,762.757		9.94		5,086,922
Band 12	104,287.931		9.91		1,033,493
Band 13	1,137,911.282		9.89		11,253,943
Band 14	1,067,665.415		9.84		10,505,828
Band 15	1,279,027.531		9.82		12,560,050
Band 16	148,801.209		9.77		1,453,788
Band 17	1,085,172.739		9.75		10,580,434
Band 18	8,799.077		9.72		85,527
Band 19	20,052.650		9.68		194,110
Band 20	437,170.023		9.86		4,310,496
Band 21	79,849.638		9.79		781,728
Band 26	86,772.859		10.29		892,893
Band 27	52,771.871		10.15		535,634
Band 28	6,446.434		10.08		64,980
Band 29	11,241.725		10.05		112,979
Band 30	11,462.248		9.91		113,591
Band 31	138.604		9.84		1,364
Band 38	79,356.372		11.27		894,346
Band 41	5,529.154		9.91		54,794
Band 42	39,794.941		9.82		390,786
Band 43	49,651.925		9.75		484,106
Band 44	942.751		9.59		9,041
Band 45	1,566.546		9.52		14,914
Band 46	1,056,932.537		9.70		10,252,246
Band 47	323,477.636		9.63		3,115,090
Band 50	8,671.271		10.91		94,604
Band 51	667.888		10.76		7,186
Band 52	1,783.922		11.09		19,784
Band 53	1,714.578		10.96		18,792
Band 54	1,395.037		10.81		15,080
Band 55	8,734.863		11.04		96,433
Band 56	142,473.621		10.83		1,542,989
Band 57	5,015.750		10.66		53,468
Band 59	997.190		10.48		10,451
Band 60	726.710		10.69		7,769
	15,497,010.314			$	153,931,933

196

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


Division/Contract	Units		Unit Value		Extended Value
ING Davis New York Venture Portfolio - Service Class
Contracts in accumulation period:
Band 2	23,842.761	$	10.02	$	238,904
Band 4	150,779.447		9.90		1,492,717
Band 5	38,370.517		9.87		378,717
Band 6	3,853,084.913		9.82		37,837,294
Band 7	622,914.751		9.79		6,098,335
Band 8	2,217,712.497		9.74		21,600,520
Band 9	419,285.539		9.72		4,075,455
Band 10	7,592,795.123		9.69		73,574,185
Band 11	920,705.323		9.67		8,903,220
Band 12	154,749.068		9.64		1,491,781
Band 13	1,614,111.785		9.62		15,527,755
Band 14	2,407,800.614		9.57		23,042,652
Band 15	2,482,365.044		9.54		23,681,763
Band 16	283,691.166		9.49		2,692,229
Band 17	1,876,791.474		9.47		17,773,215
Band 18	8,608.790		9.44		81,267
Band 19	41,420.690		9.39		388,940
Band 20	516,509.466		9.59		4,953,326
Band 21	168,751.827		9.52		1,606,517
Band 25	11,550.211		10.08		116,426
Band 26	177,200.250		10.05		1,780,863
Band 27	146,900.388		9.89		1,452,845
Band 28	40,857.360		9.82		401,219
Band 29	32,053.751		9.79		313,806
Band 30	5,625.696		9.64		54,232
Band 31	5,454.669		9.57		52,201
Band 34	62.146		9.25		575
Band 35	5,616.531		11.76		66,050
Band 36	4,005.538		11.54		46,224
Band 38	235,956.899		13.23		3,121,710
Band 39	21,488.127		13.03		279,990
Band 40	2,967.559		12.89		38,252
Band 41	122,705.372		9.65		1,184,107
Band 42	10,613.188		9.55		101,356
Band 43	130,062.790		9.47		1,231,695
Band 45	9,950.615		9.22		91,745
Band 46	2,909,950.648		9.42		27,411,735
Band 47	267,624.510		9.35		2,502,289
Band 50	15,220.760		9.79		149,011
Band 51	3,200.813		9.66		30,920
Band 52	1,091.675		9.95		10,862
Band 54	6,183.240		9.70		59,977
Band 55	10,378.276		9.91		102,849
Band 56	582,364.881		9.14		5,322,815
Band 57	22,435.682		9.00		201,921
Band 59	7,380.269		8.85		65,315
Band 60	730.190		9.02		6,586
	30,183,922.829			$	291,636,368

197

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


Division/Contract	Units		Unit Value		Extended Value
ING JPMorgan Mid Cap Value Portfolio - Service Class
Contracts in accumulation period:
Band 2	763.291	$	10.49	$	8,007
Band 4	59,613.270		16.24		968,120
Band 5	3,657.894		17.33		63,391
Band 6	1,415,034.493		10.38		14,688,058
Band 7	286,691.978		17.10		4,902,433
Band 8	635,346.414		10.34		6,569,482
Band 9	100,099.293		16.88		1,689,676
Band 10	2,095,653.545		13.68		28,668,540
Band 11	501,492.682		10.29		5,160,360
Band 12	63,347.883		10.28		651,216
Band 13	357,237.897		16.58		5,923,004
Band 14	852,543.525		10.24		8,730,046
Band 15	521,277.914		16.37		8,533,319
Band 16	38,314.389		10.20		390,807
Band 17	828,495.573		10.18		8,434,085
Band 18	930.044		10.17		9,459
Band 19	29,381.906		13.14		386,078
Band 20	177,381.368		13.50		2,394,648
Band 21	72,803.860		13.36		972,660
Band 26	88,207.952		17.87		1,576,276
Band 27	69,151.109		17.40		1,203,229
Band 28	22,376.162		17.18		384,422
Band 29	24,158.554		17.10		413,111
Band 30	16,630.039		16.65		276,890
Band 31	8,479.387		16.43		139,316
Band 35	43,617.166		18.18		792,960
Band 36	23,049.990		17.87		411,903
Band 37	5,149.759		17.64		90,842
Band 38	236,988.920		17.21		4,078,579
Band 39	86,930.896		16.96		1,474,348
Band 40	17,888.545		16.77		299,991
Band 41	16,717.583		15.65		261,630
Band 42	16,380.088		15.42		252,581
Band 43	70,357.590		15.25		1,072,953
Band 44	355.075		13.09		4,648
Band 46	593,467.334		10.15		6,023,693
Band 47	103,223.529		10.11		1,043,590
Band 55	369.593		10.34		3,822
Band 56	213,379.863		10.45		2,229,820
Band 57	9,652.839		10.30		99,424
Band 59	4,037.433		10.14		40,940
Band 60	1,313.691		10.32		13,557
	9,711,950.316			$	121,331,914




198

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


Division/Contract	Units		Unit Value		Extended Value
ING Legg Mason ClearBridge Aggressive Growth
Portfolio - Service Class
Contracts in accumulation period:
Band 2	4,697.080	$	13.17	$	61,861
Band 4	13,462.423		12.93		174,069
Band 5	5,565.581		12.89		71,740
Band 6	804,967.216		12.79		10,295,531
Band 7	671,134.261		12.74		8,550,250
Band 8	362,631.052		12.65		4,587,283
Band 9	41,696.667		12.60		525,378
Band 10	995,576.425		12.55		12,494,484
Band 11	296,583.496		12.51		3,710,260
Band 12	53,676.409		12.46		668,808
Band 13	462,520.583		12.41		5,739,880
Band 14	1,231,687.355		12.32		15,174,388
Band 15	366,086.812		12.28		4,495,546
Band 16	63,188.295		12.18		769,633
Band 17	906,613.015		12.14		11,006,282
Band 18	2,530.346		12.09		30,592
Band 19	54,664.098		12.00		655,969
Band 20	715,867.247		12.37		8,855,278
Band 21	56,273.273		12.23		688,222
Band 26	31,090.854		13.22		411,021
Band 27	16,434.803		12.93		212,502
Band 28	6,470.876		12.79		82,763
Band 29	5,048.393		12.74		64,317
Band 30	13,499.557		12.46		168,204
Band 31	9,840.961		12.32		121,241
Band 35	2,931.988		12.37		36,269
Band 36	1,241.177		12.23		15,180
Band 37	4,167.589		13.08		54,512
Band 38	48,711.470		12.20		594,280
Band 39	15,294.668		12.06		184,454
Band 40	34,337.611		11.95		410,334
Band 41	10,745.912		12.47		134,002
Band 42	3,203.765		12.28		39,342
Band 43	12,814.967		12.15		155,702
Band 44	428.381		10.85		4,648
Band 46	426,431.746		10.72		4,571,348
Band 47	35,976.912		10.62		382,075
Band 52	1,757.893		10.10		17,755
Band 56	1,176.163		10.10		11,879
Band 57	1,878.159		9.94		18,669
	7,792,905.479			$	96,245,951

199

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


Division/Contract	Units		Unit Value		Extended Value
ING Oppenheimer Global Portfolio - Initial Class
Contracts in accumulation period:
Band 4	5,791.254	$	13.72	$	79,456
Band 7	2,537.069		13.56		34,403
Band 9	31,545.411		13.44		423,970
Band 10	8,960.726		13.41		120,163
Band 13	4,250.715		13.29		56,492
Band 15	17,355.039		13.17		228,566
Band 20	2,594.197		13.25		34,373
Band 21	6,285.691		13.14		82,594
Band 26	102,492.629		13.96		1,430,797
Band 27	55,293.738		13.72		758,630
Band 28	29,604.021		13.60		402,615
Band 29	13,805.142		13.56		187,198
Band 30	1,541.543		13.33		20,549
Band 31	5,683.276		13.21		75,076
Band 35	79,991.076		14.12		1,129,474
Band 36	6,913.527		13.96		96,513
Band 38	81,198.451		13.92		1,130,282
Band 39	18,689.268		13.76		257,164
Band 40	1,508.425		13.64		20,575
Band 41	2,273.204		13.33		30,302
Band 42	1,574.602		13.18		20,753
Band 43	11,998.376		13.07		156,819
	491,887.380			$	6,776,764
ING Oppenheimer Global Portfolio - Service Class
Contracts in accumulation period:
Band 2	4,242.153	$	13.71	$	58,160
Band 4	81,945.711		16.29		1,334,896
Band 5	11,693.918		15.45		180,671
Band 6	1,420,560.397		13.40		19,035,509
Band 7	174,331.412		15.25		2,658,554
Band 8	662,061.086		13.28		8,792,171
Band 9	110,603.372		15.05		1,664,581
Band 10	1,480,914.360		13.46		19,933,107
Band 11	151,268.283		13.17		1,992,203
Band 12	48,641.644		13.13		638,665
Band 13	343,402.702		14.79		5,078,926
Band 14	529,932.083		13.01		6,894,416
Band 15	695,149.428		14.59		10,142,230
Band 16	50,096.043		12.90		646,239
Band 17	601,855.091		12.86		7,739,856
Band 18	16,564.942		12.83		212,528
Band 19	27,473.671		12.92		354,960
Band 20	211,589.771		13.28		2,809,912
Band 21	76,648.898		13.14		1,007,167
Band 26	150,291.857		15.93		2,394,149
Band 27	27,745.676		15.52		430,613

200

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


Division/Contract	Units		Unit Value		Extended Value
ING Oppenheimer Global Portfolio - Service Class
(continued)
Band 28	16,277.196	$	15.32	$	249,367
Band 29	114,097.767		15.25		1,739,991
Band 30	4,592.692		14.85		68,201
Band 31	932.374		14.66		13,669
Band 34	127.025		13.85		1,759
Band 35	135,698.355		16.22		2,201,027
Band 36	30,547.758		15.93		486,626
Band 37	23,624.491		15.73		371,613
Band 38	571,916.365		17.35		9,922,749
Band 39	172,067.426		17.09		2,940,632
Band 40	76,481.769		16.90		1,292,542
Band 41	15,398.778		15.70		241,761
Band 42	3,034.456		15.47		46,943
Band 43	30,886.459		15.30		472,563
Band 44	371.958		13.18		4,902
Band 45	4,648.332		12.94		60,149
Band 46	615,770.835		12.79		7,875,709
Band 47	97,879.738		12.68		1,241,115
Band 50	4,607.656		11.01		50,730
Band 51	1,747.292		10.86		18,976
Band 52	552.374		11.19		6,181
Band 55	230.437		11.14		2,567
Band 56	143,558.875		9.75		1,399,699
Band 60	459.602		9.62		4,421
	8,942,522.508			$	124,713,405
ING Oppenheimer Global Strategic Income Portfolio -
Service Class
Contracts in accumulation period:
Band 35	174,637.269	$	13.53	$	2,362,842
Band 36	37,911.824		13.38		507,260
Band 37	6,317.186		13.26		83,766
Band 38	405,010.306		13.34		5,402,837
Band 39	74,377.466		13.19		981,039
Band 40	22,627.676		13.07		295,744
	720,881.727			$	9,633,488
ING PIMCO Total Return Portfolio - Service Class
Contracts in accumulation period:
Band 35	111,399.969	$	15.44	$	1,720,016
Band 36	9,254.640		15.17		140,393
Band 37	3,611.715		14.97		54,067
Band 38	340,471.346		13.97		4,756,385
Band 39	53,838.079		13.76		740,812
Band 40	37,569.229		13.61		511,317
	556,144.978			$	7,922,990

201

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


Division/Contract	Units		Unit Value		Extended Value
ING Solution 2015 Portfolio - Service Class
Contracts in accumulation period:
Band 35	49,975.510	$	11.90	$	594,709
Band 36	2,972.986		11.77		34,992
Band 37	29,551.329		11.67		344,864
Band 38	1,092,796.552		11.73		12,818,504
Band 39	229,722.563		11.60		2,664,782
Band 40	114,700.697		11.50		1,319,058
	1,519,719.637			$	17,776,909
ING Solution 2025 Portfolio - Service Class
Contracts in accumulation period:
Band 35	78,104.243	$	11.75	$	917,725
Band 36	2,900.950		11.62		33,709
Band 37	825.060		11.52		9,505
Band 38	1,245,609.123		11.59		14,436,610
Band 39	155,551.813		11.45		1,781,068
Band 40	114,712.721		11.36		1,303,137
	1,597,703.910			$	18,481,754
ING Solution 2035 Portfolio - Service Class
Contracts in accumulation period:
Band 35	7,842.415	$	11.90	$	93,325
Band 36	22,692.767		11.77		267,094
Band 38	666,589.722		11.73		7,819,097
Band 39	101,660.440		11.60		1,179,261
Band 40	156,538.645		11.50		1,800,194
	955,323.989			$	11,158,971
ING Solution 2045 Portfolio - Service Class
Contracts in accumulation period:
Band 35	2,447.431	$	11.92	$	29,173
Band 38	40,336.180		11.75		473,950
Band 39	17,522.460		11.62		203,611
Band 40	48,908.370		11.52		563,424
	109,214.441			$	1,270,158
ING Solution Income Portfolio - Service Class
Contracts in accumulation period:
Band 35	12,959.816	$	12.04	$	156,036
Band 36	5,067.802		11.90		60,307
Band 38	431,430.796		11.87		5,121,084
Band 39	58,334.724		11.73		684,266
Band 40	66,048.719		11.63		768,147
	573,841.857			$	6,789,840
ING T. Rowe Price Diversified Mid Cap Growth
Portfolio - Service Class
Contracts in accumulation period:
Band 35	41,282.797	$	14.45	$	596,536
Band 36	7,679.471		14.19		108,972
Band 37	3,321.671		13.99		46,470
Band 38	495,278.205		17.34		8,588,124
Band 39	126,094.933		17.09		2,154,962
Band 40	20,013.387		16.90		338,226
	693,670.464			$	11,833,290

202

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


Division/Contract	Units		Unit Value		Extended Value
ING T. Rowe Price Growth Equity Portfolio - Service
Class
Contracts in accumulation period:
Band 2	1,263.270	$	9.49	$	11,988
Band 4	24,294.972		9.40		228,373
Band 5	6,184.700		9.38		58,012
Band 6	1,929,680.039		9.35		18,042,508
Band 7	470,209.314		9.33		4,387,053
Band 8	812,615.890		9.29		7,549,202
Band 9	94,268.891		9.28		874,815
Band 10	2,043,343.563		9.26		18,921,361
Band 11	521,490.846		9.24		4,818,575
Band 12	109,783.124		9.23		1,013,298
Band 13	604,139.166		9.21		5,564,122
Band 14	961,013.505		9.17		8,812,494
Band 15	1,067,559.657		9.16		9,778,846
Band 16	75,790.970		9.12		691,214
Band 17	913,068.903		9.10		8,308,927
Band 18	3,298.358		9.09		29,982
Band 19	31,927.107		9.05		288,940
Band 20	369,011.640		9.19		3,391,217
Band 21	38,466.304		9.14		351,582
Band 26	47,778.525		9.50		453,896
Band 27	14,127.520		9.40		132,799
Band 28	7,215.649		9.35		67,466
Band 29	29,704.206		9.33		277,140
Band 30	7,311.175		9.22		67,409
Band 31	2,204.714		9.17		20,217
Band 35	77,791.395		12.77		993,396
Band 36	11,162.011		12.54		139,972
Band 37	14,042.945		12.37		173,711
Band 38	278,073.924		14.81		4,118,275
Band 39	47,285.162		14.59		689,891
Band 40	11,441.228		14.43		165,097
Band 41	10,692.070		9.23		98,688
Band 42	2,862.794		9.16		26,223
Band 43	29,331.002		9.11		267,205
Band 45	1,339.632		8.93		11,963
Band 46	726,145.681		9.07		6,586,141
Band 47	49,172.354		9.02		443,535
Band 50	952.124		9.21		8,769
Band 52	842.768		9.33		7,863
Band 55	6,497.501		9.30		60,427
Band 56	101,874.161		9.76		994,292
Band 59	856.977		9.44		8,090
	11,556,115.737			$	108,934,974

203

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


Division/Contract	Units		Unit Value		Extended Value
ING Templeton Foreign Equity Portfolio - Service Class
Contracts in accumulation period:
Band 2	9,964.332	$	10.55	$	105,124
Band 3	512.237		10.38		5,317
Band 4	98,705.894		10.43		1,029,502
Band 5	14,218.467		10.40		147,872
Band 6	2,992,773.231		10.36		31,005,131
Band 7	1,151,323.381		10.33		11,893,171
Band 8	2,184,953.001		10.28		22,461,317
Band 9	185,123.584		10.26		1,899,368
Band 10	4,791,751.621		10.23		49,019,619
Band 11	756,155.845		10.21		7,720,351
Band 12	138,276.617		10.18		1,407,656
Band 13	1,654,953.003		10.16		16,814,323
Band 14	3,055,080.337		10.11		30,886,862
Band 15	1,794,450.334		10.09		18,106,004
Band 16	169,506.607		10.04		1,701,846
Band 17	2,309,893.703		10.02		23,145,135
Band 18	8,005.662		9.99		79,977
Band 19	170,192.336		9.94		1,691,712
Band 20	926,889.840		10.14		9,398,663
Band 21	119,644.449		10.06		1,203,623
Band 26	150,284.764		10.58		1,590,013
Band 27	48,488.404		10.43		505,734
Band 28	40,196.461		10.35		416,033
Band 29	51,318.278		10.33		530,118
Band 30	3,347.481		10.18		34,077
Band 31	7,420.914		10.11		75,025
Band 35	45,924.762		8.88		407,812
Band 36	1,050.229		8.83		9,274
Band 37	8,581.904		8.79		75,435
Band 38	292,469.626		11.25		3,290,283
Band 39	58,913.892		8.77		516,675
Band 40	57,735.244		8.73		504,029
Band 41	12,602.094		10.19		128,415
Band 42	20,677.519		10.09		208,636
Band 43	63,805.261		10.02		639,329
Band 45	2,841.754		9.78		27,792
Band 46	1,674,847.231		9.97		16,698,227
Band 47	219,301.942		9.90		2,171,089
Band 50	941.277		10.86		10,222
Band 51	765.767		10.71		8,201
Band 55	8,253.442		10.98		90,623
Band 56	317,206.561		8.42		2,670,879
Band 57	13,275.755		8.28		109,923
Band 58	1,165.502		8.22		9,580
Band 60	2,339.609		8.31		19,442
	25,636,130.154			$	260,469,439

204

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


Division/Contract	Units		Unit Value		Extended Value
ING Thornburg Value Portfolio - Initial Class
Contracts in accumulation period:
Band 4	3,423.484	$	13.71	$	46,936
Band 7	110.335		9.75		1,076
Band 9	8,913.622		9.61		85,660
Band 10	407.226		12.06		4,911
Band 13	8,540.306		9.43		80,535
Band 15	9,584.637		9.29		89,041
Band 21	1,090.126		11.77		12,831
Band 26	21,563.938		10.23		220,599
Band 27	41,618.951		9.94		413,692
Band 28	24,732.943		9.79		242,136
Band 29	8,292.973		9.75		80,856
Band 30	3,035.959		9.47		28,751
Band 31	3,272.728		9.33		30,535
Band 41	705.105		13.21		9,314
Band 43	2,881.276		12.87		37,082
	138,173.609			$	1,383,955
ING Thornburg Value Portfolio - Service Class
Contracts in accumulation period:
Band 4	4,008.357	$	11.19	$	44,854
Band 6	37,293.472		11.12		414,703
Band 7	27,233.265		11.09		302,017
Band 8	28,738.515		11.04		317,273
Band 9	2,139.554		11.02		23,578
Band 10	84,197.770		10.99		925,333
Band 11	18,020.387		10.97		197,684
Band 12	4,173.364		10.95		45,698
Band 13	39,165.577		10.92		427,688
Band 14	55,578.411		10.87		604,137
Band 15	24,267.820		10.85		263,306
Band 16	4,855.803		10.80		52,443
Band 17	26,603.200		10.78		286,782
Band 18	1,015.069		10.75		10,912
Band 19	6,505.632		10.70		69,610
Band 20	16,503.831		10.90		179,892
Band 21	249.540		10.82		2,700
Band 35	36,920.452		11.30		417,201
Band 36	4,546.147		11.10		50,462
Band 37	1,812.411		10.95		19,846
Band 38	170,556.609		14.43		2,461,132
Band 39	36,174.384		14.21		514,038
Band 40	2,768.339		14.06		38,923
Band 46	37,664.525		10.73		404,140
Band 47	11,259.548		10.66		120,027
Band 51	2,945.862		10.78		31,756
Band 55	5,087.423		11.05		56,216
	690,285.267			$	8,282,351

205

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


Division/Contract	Units		Unit Value		Extended Value
ING UBS U.S. Large Cap Equity Portfolio - Service
Class
Contracts in accumulation period:
Band 2	2,300.825	$	10.98	$	25,263
Band 4	27,214.763		11.63		316,508
Band 5	327.671		10.79		3,536
Band 6	59,966.008		10.73		643,435
Band 7	14,228.808		11.48		163,347
Band 8	60,020.692		10.64		638,620
Band 9	5,374.820		11.36		61,058
Band 10	59,304.081		11.32		671,322
Band 11	7,522.775		10.54		79,290
Band 12	4,045.907		10.51		42,522
Band 13	29,620.367		11.21		332,044
Band 14	12,492.573		10.42		130,173
Band 15	41,423.252		11.10		459,798
Band 16	1,224.356		10.33		12,648
Band 17	52,141.671		10.30		537,059
Band 20	5,957.517		11.17		66,545
Band 21	13,213.267		11.06		146,139
Band 26	4,303.916		11.87		51,087
Band 27	615.152		11.63		7,154
Band 28	1,608.648		11.52		18,532
Band 29	3,055.500		11.48		35,077
Band 30	32.138		11.25		362
Band 31	373.623		11.13		4,158
Band 35	17,252.938		11.08		191,163
Band 37	12,814.816		10.73		137,503
Band 38	49,378.553		13.48		665,623
Band 39	7,549.518		13.28		100,258
Band 40	5,812.007		13.13		76,312
Band 41	8,805.530		11.25		99,062
Band 42	1,005.622		11.10		11,162
Band 43	7,510.380		10.99		82,539
Band 46	26,440.803		10.24		270,754
Band 47	14,689.787		10.15		149,101
	557,628.284			$	6,229,154




206

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


Division/Contract	Units		Unit Value		Extended Value
ING Van Kampen Comstock Portfolio - Service Class
Contracts in accumulation period:
Band 2	741.153	$	10.75	$	7,967
Band 4	126,971.496		13.07		1,659,517
Band 5	19,810.947		12.47		247,043
Band 6	2,163,923.171		12.36		26,746,090
Band 7	412,902.842		12.31		5,082,834
Band 8	839,485.975		12.20		10,241,729
Band 9	180,459.243		12.14		2,190,775
Band 10	2,618,723.437		12.09		31,660,366
Band 11	321,610.957		12.04		3,872,196
Band 12	359,614.613		11.99		4,311,779
Band 13	755,522.153		11.93		9,013,379
Band 14	938,561.470		11.01		10,333,562
Band 15	1,414,600.348		11.78		16,663,992
Band 16	57,641.173		9.91		571,224
Band 17	1,016,193.709		10.86		11,035,864
Band 18	2,627.896		10.06		26,437
Band 19	19,431.491		10.58		205,585
Band 20	2,089,804.149		11.88		24,826,873
Band 21	85,806.561		10.77		924,137
Band 26	182,257.103		12.86		2,343,826
Band 27	109,682.452		12.52		1,373,224
Band 28	31,542.358		12.36		389,864
Band 29	60,822.586		12.30		748,118
Band 30	20,417.613		11.98		244,603
Band 31	6,991.099		11.83		82,705
Band 35	40,150.312		13.08		525,166
Band 36	14,584.865		12.86		187,561
Band 37	14,783.652		12.69		187,605
Band 38	245,968.992		13.88		3,414,050
Band 39	67,730.658		13.67		925,878
Band 40	9,717.652		13.52		131,383
Band 41	44,719.021		12.60		563,460
Band 42	8,486.763		12.41		105,321
Band 43	88,135.407		12.27		1,081,421
Band 45	5,700.044		10.44		59,508
Band 46	1,501,152.210		9.82		14,741,315
Band 47	76,537.891		9.94		760,787
Band 50	1,064.820		9.60		10,222
Band 55	1,768.016		9.71		17,167
Band 56	150,932.212		9.48		1,430,837
Band 57	11,529.107		9.32		107,451
	16,119,107.617			$	189,052,821




207

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


Division/Contract	Units		Unit Value		Extended Value
ING Van Kampen Equity and Income Portfolio - Initial
Class
Contracts in accumulation period:
Band 35	137,766.400	$	12.97	$	1,786,830
Band 36	4,450.939		12.82		57,061
Band 37	4,782.245		12.71		60,782
Band 38	9,797.802		12.78		125,216
Band 39	3,163.192		12.64		39,983
	159,960.578			$	2,069,872
ING Van Kampen Equity and Income Portfolio -
Service Class
Contracts in accumulation period:
Band 2	3,753.079	$	12.60	$	47,289
Band 4	105,570.697		12.42		1,311,188
Band 5	22,492.868		12.39		278,687
Band 6	2,408,047.951		12.31		29,643,070
Band 7	765,973.213		12.28		9,406,151
Band 8	858,504.130		12.21		10,482,335
Band 9	194,467.500		12.17		2,366,669
Band 10	3,483,701.173		12.14		42,292,132
Band 11	673,113.912		12.10		8,144,678
Band 12	188,721.844		12.07		2,277,873
Band 13	1,123,219.325		12.03		13,512,328
Band 14	1,337,345.456		11.96		15,994,652
Band 15	1,103,836.319		11.93		13,168,767
Band 16	186,218.993		11.86		2,208,557
Band 17	938,724.871		11.82		11,095,728
Band 18	13,285.678		11.79		156,638
Band 19	54,172.869		11.72		634,906
Band 20	515,888.224		12.00		6,190,659
Band 21	97,382.743		11.89		1,157,881
Band 25	36,654.767		10.66		390,740
Band 26	218,838.963		12.64		2,766,124
Band 27	93,991.086		12.42		1,167,369
Band 28	35,265.555		12.31		434,119
Band 29	68,854.139		12.28		845,529
Band 30	20,655.945		12.07		249,317
Band 31	1,184.333		11.96		14,165
Band 35	165,838.299		13.08		2,169,165
Band 36	36,630.942		12.84		470,341
Band 37	32,768.410		12.67		415,176
Band 38	584,505.514		15.52		9,071,526
Band 39	79,907.069		15.28		1,220,980
Band 40	86,197.561		15.11		1,302,445
Band 41	6,552.160		12.07		79,085
Band 42	562.133		11.93		6,706
Band 43	39,559.149		11.83		467,985
Band 45	2,341.499		11.48		26,880
Band 46	1,016,285.924		11.76		11,951,522
Band 47	111,117.922		11.65		1,294,524

208

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


Division/Contract	Units		Unit Value		Extended Value
ING Van Kampen Equity and Income Portfolio -
Service Class (continued)
Band 49	96,478.493	$	10.02	$	966,714
Band 51	825.554		9.50		7,843
Band 53	1,791.062		9.65		17,284
Band 55	882.419		9.70		8,559
Band 56	156,536.603		10.27		1,607,631
Band 57	15,468.785		10.11		156,389
Band 58	1,627.630		10.03		16,325
	16,985,742.761			$	207,494,631
ING Strategic Allocation Conservative Portfolio -
Class S
Contracts in accumulation period:
Band 35	10,612.673	$	14.69	$	155,900
Band 36	16,346.086		14.53		237,509
Band 38	61,125.389		14.48		885,096
Band 39	11,974.059		14.32		171,469
Band 40	82.292		14.20		1,169
	100,140.499			$	1,451,143
ING Strategic Allocation Growth Portfolio - Class S
Contracts in accumulation period:
Band 35	4,459.882	$	15.95	$	71,135
Band 37	607.715		15.64		9,505
Band 38	11,823.716		15.73		185,987
Band 39	8,081.049		15.55		125,660
Band 40	13,573.508		15.41		209,168
	38,545.870			$	601,455
ING Strategic Allocation Moderate Portfolio - Class S
Contracts in accumulation period:
Band 35	7,583.624	$	15.32	$	116,181
Band 36	3,996.555		15.15		60,548
Band 37	2,865.786		15.02		43,044
Band 38	23,867.448		15.10		360,398
Band 39	6,711.345		14.93		100,200
Band 40	6,391.103		14.80		94,588
	51,415.861			$	774,959
ING Growth and Income Portfolio - Class I
Contracts in accumulation period:
Band 22	461.198	$	8.89	$	4,100
Band 23	12,391.482		8.85		109,665
	12,852.680			$	113,765

209

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


Division/Contract	Units		Unit Value		Extended Value
ING Growth and Income Portfolio - Class S
Contracts in accumulation period:
Band 2	24,955.488	$	8.89	$	221,854
Band 3	1,131.304		9.87		11,166
Band 4	166,429.039		8.82		1,467,904
Band 5	296,136.287		8.81		2,608,961
Band 6	5,214,661.746		8.78		45,784,730
Band 7	5,553,954.901		8.77		48,708,184
Band 8	2,208,410.830		8.74		19,301,511
Band 9	910,182.652		8.73		7,945,895
Band 10	4,802,894.569		8.71		41,833,212
Band 11	2,991,951.118		8.70		26,029,975
Band 12	2,224,320.258		8.68		19,307,100
Band 13	4,737,771.209		8.67		41,076,476
Band 14	7,192,594.425		8.64		62,144,016
Band 15	1,358,804.713		8.63		11,726,485
Band 16	289,364.594		8.60		2,488,536
Band 17	3,510,576.434		8.59		30,155,852
Band 18	170,913.637		8.57		1,464,730
Band 19	426,778.439		8.55		3,648,956
Band 20	2,961,016.835		8.66		25,642,406
Band 21	718,361.958		8.61		6,185,096
Band 24	243.079		9.04		2,197
Band 25	59,726.749		9.97		595,476
Band 26	1,657,053.145		8.91		14,764,344
Band 27	739,239.864		8.82		6,520,096
Band 28	476,573.692		8.78		4,184,317
Band 29	50,757.656		8.77		445,145
Band 30	11,893.979		8.68		103,240
Band 31	14,898.174		8.64		128,720
Band 35	219,593.574		15.07		3,309,275
Band 36	14,246.827		14.84		211,423
Band 37	13,463.284		14.66		197,372
Band 38	321,507.930		14.09		4,530,047
Band 39	40,317.911		13.88		559,613
Band 40	21,176.812		13.73		290,758
Band 41	46,739.678		8.69		406,168
Band 42	12,335.200		8.63		106,453
Band 43	111,419.049		8.59		957,090
Band 44	581.093		8.49		4,933
Band 45	6,092.888		8.45		51,485
Band 46	1,508,277.221		8.56		12,910,853
Band 47	169,041.221		8.52		1,440,231
Band 51	1,591.912		9.23		14,693
Band 52	282.700		9.40		2,657
Band 54	3,535.093		9.26		32,735
Band 56	24,112.854		9.47		228,349
	51,285,912.021			$	449,750,715

210

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


Division/Contract	Units		Unit Value		Extended Value
ING GET U.S. Core Portfolio - Series 5
Contracts in accumulation period:
Band 6	2,644.228	$	10.46	$	27,659
Band 9	4,703.159		10.32		48,537
Band 10	144,692.213		10.29		1,488,883
Band 13	286.163		10.19		2,916
Band 15	43,440.171		10.09		438,311
Band 20	2,561.694		10.15		26,001
Band 21	45,431.072		10.05		456,582
Band 26	229,680.218		10.78		2,475,953
Band 27	110,459.653		10.56		1,166,454
Band 28	20,180.525		10.46		211,088
Band 29	269,412.044		10.42		2,807,273
Band 30	158,522.833		10.21		1,618,518
Band 31	55,006.355		10.11		556,114
Band 38	460.156		10.74		4,942
Band 39	2,205.294		10.60		23,376
	1,089,685.778			$	11,352,607
ING GET U.S. Core Portfolio - Series 6
Contracts in accumulation period:
Band 6	2,080.794	$	10.25	$	21,328
Band 9	25,016.925		10.12		253,171
Band 10	34,443.339		10.08		347,189
Band 12	1,463.428		10.02		14,664
Band 13	10,233.140		9.99		102,229
Band 15	35,785.113		9.89		353,915
Band 20	2,558.398		9.96		25,482
Band 21	52,071.381		9.86		513,424
Band 26	301,885.235		10.54		3,181,870
Band 27	72,385.021		10.34		748,461
Band 28	83,640.403		10.24		856,478
Band 29	261,873.109		10.21		2,673,724
Band 30	67,053.712		10.01		671,208
Band 31	59,276.197		9.92		588,020
Band 38	30,980.562		10.51		325,606
Band 39	3,041.540		10.38		31,571
	1,043,788.297			$	10,708,340

211

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


Division/Contract	Units		Unit Value		Extended Value
ING GET U.S. Core Portfolio - Series 7
Contracts in accumulation period:
Band 9	40,694.872	$	10.10	$	411,018
Band 10	22,984.449		10.07		231,453
Band 13	2,091.430		9.97		20,852
Band 15	23,578.074		9.88		232,951
Band 20	6,838.099		9.94		67,971
Band 21	26,942.849		9.85		265,387
Band 26	181,133.373		10.51		1,903,712
Band 27	66,144.566		10.31		681,950
Band 28	26,516.478		10.22		270,998
Band 29	242,948.472		10.19		2,475,645
Band 30	39,598.905		10.00		395,989
Band 31	50,600.979		9.91		501,456
Band 44	685.548		9.60		6,581
	730,758.094			$	7,465,963
ING GET U.S. Core Portfolio - Series 8
Contracts in accumulation period:
Band 6	206.176	$	10.27	$	2,117
Band 9	2,560.382		10.14		25,962
Band 10	50,172.141		10.11		507,240
Band 13	286.043		10.03		2,869
Band 15	2,134.737		9.94		21,219
Band 21	14,624.258		9.91		144,926
Band 26	147,681.028		10.54		1,556,558
Band 27	25,791.925		10.35		266,946
Band 28	13,120.534		10.26		134,617
Band 29	110,075.156		10.23		1,126,069
Band 30	26,618.521		10.05		267,516
Band 31	5,154.931		9.96		51,343
Band 35	287.201		10.66		3,062
	398,713.033			$	4,110,444
ING GET U.S. Core Portfolio - Series 9
Contracts in accumulation period:
Band 9	1,470.374	$	10.24	$	15,057
Band 10	14,010.903		10.21		143,051
Band 13	1,468.951		10.13		14,880
Band 15	576.663		10.04		5,790
Band 20	4,077.312		10.10		41,181
Band 26	126,066.249		10.62		1,338,824
Band 27	56,040.717		10.44		585,065
Band 28	82,471.311		10.35		853,578
Band 29	80,620.220		10.32		832,001
Band 30	2,743.675		10.15		27,848
Band 31	4,441.068		10.06		44,677
Band 39	12,866.969		10.47		134,717
	386,854.412			$	4,036,669

212

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


Division/Contract	Units		Unit Value		Extended Value
ING GET U.S. Core Portfolio - Series 10
Contracts in accumulation period:
Band 9	13,787.571	$	10.11	$	139,392
Band 10	33,376.182		10.09		336,766
Band 13	228.886		10.00		2,289
Band 15	383.122		9.92		3,801
Band 20	3,094.150		9.98		30,880
Band 26	63,225.505		10.47		661,971
Band 27	3,150.378		10.30		32,449
Band 28	2,454.176		10.22		25,082
Band 29	53,192.086		10.19		542,027
Band 30	8,234.943		10.03		82,596
Band 31	136,516.661		9.94		1,356,976
Band 35	151.804		10.59		1,608
	317,795.464			$	3,215,837
ING GET U.S. Core Portfolio - Series 11
Contracts in accumulation period:
Band 9	13,106.498	$	10.37	$	135,914
Band 10	27,843.361		10.34		287,900
Band 13	864.438		10.26		8,869
Band 15	47,046.342		10.19		479,402
Band 21	60,062.995		10.16		610,240
Band 26	93,524.629		10.72		1,002,584
Band 27	27,170.331		10.56		286,919
Band 28	10,366.838		10.47		108,541
Band 29	51,319.010		10.45		536,284
Band 30	128,999.435		10.29		1,327,404
Band 31	5,988.816		10.21		61,146
Band 39	1.312		10.59		14
Band 44	1,298.422		9.94		12,906
	467,592.427			$	4,858,123
ING GET U.S. Core Portfolio - Series 12
Contracts in accumulation period:
Band 9	5,561.235	$	10.44	$	58,059
Band 10	14,915.620		10.41		155,272
Band 13	418.410		10.34		4,326
Band 15	3,999.484		10.26		41,035
Band 21	816.170		10.23		8,349
Band 26	9,565.007		10.77		103,015
Band 27	45,749.422		10.61		485,401
Band 28	1,763.216		10.54		18,584
Band 29	89,192.465		10.51		937,413
Band 30	12,577.709		10.36		130,305
Band 31	1,984.035		10.28		20,396
	186,542.773			$	1,962,155

213

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


Division/Contract	Units		Unit Value		Extended Value
ING GET U.S. Core Portfolio - Series 13
Contracts in accumulation period:
Band 9	4,319.963	$	10.38	$	44,841
Band 10	2,219.871		10.35		22,976
Band 15	4,687.410		10.21		47,858
Band 26	500,753.228		10.69		5,353,052
Band 27	395,778.353		10.54		4,171,504
Band 28	231,743.061		10.47		2,426,350
Band 29	56,162.224		10.45		586,895
Band 30	9,026.614		10.30		92,974
Band 31	10,611.599		10.23		108,557
	1,215,302.323			$	12,855,007
ING GET U.S. Core Portfolio - Series 14
Contracts in accumulation period:
Band 9	204,384.117	$	10.47	$	2,139,902
Band 10	7,699.934		10.45		80,464
Band 13	74,879.076		10.38		777,245
Band 14	11,134.852		10.34		115,134
Band 15	62,292.196		10.32		642,855
Band 21	2,798.610		10.30		28,826
Band 26	1,263,588.977		10.75		13,583,582
Band 27	896,787.707		10.61		9,514,918
Band 28	430,898.885		10.55		4,545,983
Band 29	164,964.821		10.53		1,737,080
Band 30	267,169.401		10.40		2,778,562
Band 31	31,362.875		10.33		323,978
	3,417,961.451			$	36,268,529
ING BlackRock Science and Technology Opportunities
Portfolio - Class S
Contracts in accumulation period:
Band 2	4,747.566	$	11.52	$	54,692
Band 4	72,817.169		11.45		833,757
Band 5	22,946.269		11.43		262,276
Band 6	3,411,900.610		11.40		38,895,667
Band 7	1,503,493.259		11.38		17,109,753
Band 8	1,967,266.335		11.35		22,328,473
Band 9	100,319.509		11.34		1,137,623
Band 10	3,692,592.648		11.32		41,800,149
Band 11	737,799.141		11.31		8,344,508
Band 12	225,420.390		11.29		2,544,996
Band 13	1,481,272.471		11.28		16,708,753
Band 14	2,293,798.430		11.24		25,782,294
Band 15	1,679,055.362		11.23		18,855,792
Band 16	157,790.592		11.20		1,767,255
Band 17	2,011,911.295		11.18		22,493,168
Band 18	25,117.984		11.17		280,568
Band 19	191,955.214		11.14		2,138,381
Band 20	871,633.837		11.26		9,814,597
Band 21	119,764.647		11.21		1,342,562

214

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


Division/Contract	Units		Unit Value		Extended Value
ING BlackRock Science and Technology Opportunities
Portfolio - Class S (continued)
Band 25	760.513	$	11.55	$	8,784
Band 26	54,468.916		11.54		628,571
Band 27	7,425.670		11.44		84,950
Band 28	7,188.158		11.40		81,945
Band 29	117,505.511		11.38		1,337,213
Band 30	7,599.523		11.29		85,799
Band 31	3,437.119		11.24		38,633
Band 35	19,660.496		17.01		334,425
Band 36	3,220.422		16.82		54,167
Band 37	11,262.317		16.67		187,743
Band 38	298,014.145		16.77		4,997,697
Band 39	26,939.946		16.58		446,664
Band 40	26,303.477		16.43		432,166
Band 41	28,791.610		11.29		325,057
Band 42	15,179.017		11.23		170,460
Band 43	34,816.990		11.19		389,602
Band 45	6,607.724		11.03		72,883
Band 46	1,447,072.388		11.15		16,134,857
Band 47	247,483.726		11.11		2,749,544
Band 50	286.678		11.28		3,234
Band 51	471.113		11.19		5,272
Band 52	2,360.606		11.38		26,864
Band 55	14,228.499		11.35		161,493
Band 56	215,477.661		11.48		2,473,684
Band 57	23,770.742		11.31		268,847
	23,191,935.695			$	263,995,818
ING Euro STOXX 50 Index Portfolio - Class A
Contracts in accumulation period:
Band 6	113,072.915	$	8.79	$	993,911
Band 7	22,581.431		8.79		198,491
Band 8	17,995.310		8.77		157,819
Band 9	3,350.441		8.77		29,383
Band 10	169,739.400		8.76		1,486,917
Band 11	12,538.331		8.76		109,836
Band 13	14,689.894		8.75		128,537
Band 14	25,404.835		8.74		222,038
Band 15	55,334.678		8.73		483,072
Band 16	570.135		8.72		4,972
Band 17	22,694.636		8.72		197,897
Band 19	3,089.017		8.70		26,874
Band 20	54,868.757		8.74		479,553
Band 21	218.134		8.73		1,904
Band 27	882.060		8.81		7,771
Band 38	337.929		8.83		2,984
Band 46	17,195.559		8.70		149,601
Band 47	109.526		8.69		952
Band 56	6,373.065		8.82		56,210
	541,046.053			$	4,738,722

215

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


Division/Contract	Units		Unit Value		Extended Value
ING FTSE 100 Index Portfolio - Class A
Contracts in accumulation period:
Band 6	76,850.664	$	11.02	$	846,894
Band 7	4,701.847		11.01		51,767
Band 8	16,699.227		11.00		183,691
Band 9	311.456		10.99		3,423
Band 10	95,140.106		10.98		1,044,638
Band 11	9,573.434		10.98		105,116
Band 12	3,200.177		10.97		35,106
Band 13	7,137.655		10.96		78,229
Band 14	28,966.405		10.95		317,182
Band 15	14,589.603		10.94		159,610
Band 16	423.259		10.93		4,626
Band 17	29,128.622		10.92		318,085
Band 18	7,214.526		10.92		78,783
Band 19	2,684.662		10.90		29,263
Band 20	9,227.932		10.96		101,138
Band 29	554.892		11.01		6,109
Band 38	286.038		11.07		3,166
Band 42	957.841		10.94		10,479
Band 46	16,827.935		10.91		183,593
Band 47	3,016.993		10.89		32,855
Band 56	163.118		11.05		1,802
	327,656.392			$	3,595,555
ING Hang Seng Index Portfolio - Class S
Contracts in accumulation period:
Band 4	28,020.216	$	13.78	$	386,119
Band 5	354.830		13.77		4,886
Band 6	1,477,004.148		13.74		20,294,037
Band 7	166,799.491		13.73		2,290,157
Band 8	384,994.364		13.71		5,278,273
Band 9	17,903.609		13.70		245,279
Band 10	1,180,071.026		13.68		16,143,372
Band 11	145,964.724		13.67		1,995,338
Band 12	27,622.023		13.66		377,317
Band 13	248,033.315		13.65		3,385,655
Band 14	490,238.861		13.63		6,681,956
Band 15	514,971.655		13.61		7,008,764
Band 16	29,066.743		13.59		395,017
Band 17	415,910.652		13.58		5,648,067
Band 18	3,221.688		13.57		43,718
Band 19	8,441.595		13.54		114,299
Band 20	125,473.199		13.64		1,711,454
Band 21	9,604.686		13.60		130,624
Band 26	21,460.061		13.85		297,222
Band 27	5,968.670		13.78		82,248
Band 28	2,190.881		13.74		30,103
Band 29	1,891.908		13.73		25,976

216

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


Division/Contract	Units		Unit Value		Extended Value
ING Hang Seng Index Portfolio - Class S (continued)
Band 31	207.292	$	13.62	$	2,823
Band 38	4,120.426		13.84		57,027
Band 41	4,203.786		13.66		57,424
Band 42	762.863		13.61		10,383
Band 43	652.404		13.58		8,860
Band 46	591,229.328		13.55		8,011,157
Band 47	45,722.613		13.52		618,170
Band 56	39,962.686		13.80		551,485
Band 57	263.397		13.67		3,601
	5,992,333.140			$	81,890,811
ING Index Plus LargeCap Portfolio - Class S
Contracts in accumulation period:
Band 2	8,825.280	$	10.27	$	90,636
Band 4	49,366.682		10.02		494,654
Band 5	20,697.921		9.98		206,565
Band 6	1,008,073.567		9.88		9,959,767
Band 7	884,341.459		9.83		8,693,077
Band 8	647,789.683		9.74		6,309,472
Band 9	531,145.968		9.69		5,146,804
Band 10	1,038,512.884		9.65		10,021,649
Band 11	198,595.726		9.60		1,906,519
Band 12	161,650.751		9.55		1,543,765
Band 13	1,294,912.496		9.51		12,314,618
Band 14	1,266,072.051		9.42		11,926,399
Band 15	927,564.506		9.37		8,691,279
Band 16	63,553.495		9.28		589,776
Band 17	994,062.610		9.24		9,185,139
Band 18	16,721.381		9.19		153,669
Band 19	121,874.214		9.10		1,109,055
Band 20	724,865.023		9.46		6,857,223
Band 21	133,697.973		9.33		1,247,402
Band 26	2,357,493.847		10.31		24,305,762
Band 27	1,449,598.630		10.02		14,524,978
Band 28	872,604.646		9.88		8,621,334
Band 29	83,051.756		9.83		816,399
Band 30	22,121.503		9.55		211,260
Band 31	26,699.792		9.41		251,245
Band 35	288,639.694		10.51		3,033,603
Band 36	27,044.569		10.32		279,100
Band 37	16,528.221		10.17		168,092
Band 38	295,030.912		13.00		3,835,402
Band 39	69,816.760		12.81		894,353
Band 40	36,645.281		12.66		463,929
Band 41	36,498.272		11.80		430,680
Band 42	18,280.019		11.63		212,597
Band 43	61,749.155		11.50		710,115
Band 44	229.053		10.26		2,350
Band 45	12,717.820		10.08		128,196
Band 46	346,809.326		9.72		3,370,987

217

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


Division/Contract	Units		Unit Value		Extended Value
ING Index Plus LargeCap Portfolio - Class S
(continued)
Band 47	34,595.968	$	9.63	$	333,159
Band 49	264,250.143		8.66		2,288,406
Band 56	3,204.277		8.92		28,582
	16,415,933.314			$	161,357,997
ING Index Plus MidCap Portfolio - Class S
Contracts in accumulation period:
Band 2	1,545.753	$	13.47	$	20,821
Band 4	81,100.640		14.92		1,210,022
Band 5	14,468.434		15.03		217,461
Band 6	1,204,163.853		13.12		15,798,630
Band 7	401,902.684		14.81		5,952,179
Band 8	702,178.705		12.98		9,114,280
Band 9	236,175.342		14.60		3,448,160
Band 10	1,163,968.126		12.52		14,572,881
Band 11	190,119.163		12.85		2,443,031
Band 12	39,170.707		12.81		501,777
Band 13	573,103.026		14.32		8,206,835
Band 14	760,861.618		12.68		9,647,725
Band 15	609,244.411		14.12		8,602,531
Band 16	45,203.955		12.55		567,310
Band 17	970,504.560		12.51		12,141,012
Band 18	865.234		12.46		10,781
Band 19	27,745.535		12.02		333,501
Band 20	261,090.646		12.36		3,227,080
Band 21	137,689.433		12.23		1,683,942
Band 26	337,983.725		15.54		5,252,267
Band 27	188,550.860		15.10		2,847,118
Band 28	80,415.795		14.88		1,196,587
Band 29	60,499.148		14.81		895,992
Band 30	33,168.031		14.39		477,288
Band 31	37,177.130		14.18		527,172
Band 34	130.605		13.33		1,741
Band 35	171,022.892		15.84		2,709,003
Band 36	24,243.132		15.54		376,738
Band 37	6,071.609		15.32		93,017
Band 38	402,584.285		16.32		6,570,176
Band 39	103,862.400		16.07		1,669,069
Band 40	37,026.271		15.89		588,347
Band 41	31,962.873		14.38		459,626
Band 42	25,708.471		14.17		364,289
Band 43	63,184.661		14.01		885,217
Band 44	193.016		12.21		2,357
Band 45	12,468.445		11.73		146,255
Band 46	572,998.528		11.35		6,503,533
Band 47	58,002.362		11.24		651,947
Band 49	143,953.470		9.69		1,394,909
Band 50	555.532		10.56		5,866
Band 55	4,925.379		10.68		52,603
Band 56	7,007.691		10.30		72,179
	9,824,798.136			$	131,443,255

218

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


Division/Contract	Units		Unit Value		Extended Value
ING Index Plus SmallCap Portfolio - Class S
Contracts in accumulation period:
Band 2	1,062.413	$	12.75	$	13,546
Band 4	60,478.417		14.21		859,398
Band 5	15,499.994		14.81		229,555
Band 6	987,422.081		12.41		12,253,908
Band 7	286,449.364		14.60		4,182,161
Band 8	519,024.920		12.29		6,378,816
Band 9	199,705.478		14.39		2,873,762
Band 10	1,018,778.209		11.82		12,041,958
Band 11	173,218.616		12.16		2,106,338
Band 12	22,716.701		12.12		275,326
Band 13	594,432.216		14.12		8,393,383
Band 14	687,192.839		12.00		8,246,314
Band 15	440,060.167		13.92		6,125,638
Band 16	47,699.242		11.88		566,667
Band 17	781,772.333		11.84		9,256,184
Band 18	3,625.656		11.80		42,783
Band 19	49,602.813		11.34		562,496
Band 20	198,366.032		11.66		2,312,948
Band 21	88,732.064		11.54		1,023,968
Band 26	245,499.302		15.32		3,761,049
Band 27	123,137.368		14.88		1,832,284
Band 28	67,943.008		14.67		996,724
Band 29	49,684.110		14.60		725,388
Band 30	26,211.086		14.18		371,673
Band 31	21,895.189		13.98		306,095
Band 34	24.256		13.14		319
Band 35	86,982.502		15.61		1,357,797
Band 36	5,096.808		15.32		78,083
Band 37	2,101.700		15.10		31,736
Band 38	182,934.325		15.68		2,868,410
Band 39	30,916.080		15.45		477,653
Band 40	9,727.667		15.28		148,639
Band 41	28,386.382		13.69		388,610
Band 42	14,371.530		13.49		193,872
Band 43	69,145.031		13.34		922,395
Band 44	1,277.952		11.56		14,773
Band 45	10,847.077		11.05		119,860
Band 46	529,325.953		10.27		5,436,178
Band 47	51,313.743		10.18		522,374
Band 49	113,802.213		9.17		1,043,566
Band 52	231.386		9.76		2,258
Band 55	2,919.516		9.72		28,378
Band 56	50,955.755		10.58		539,112
	7,900,569.494			$	99,912,375

219

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


Division/Contract	Units		Unit Value		Extended Value
ING International Index Portfolio - Class S
Contracts in accumulation period:
Band 2	918.634	$	8.18	$	7,514
Band 4	27,888.039		8.12		226,451
Band 5	2,642.845		8.11		21,433
Band 6	1,156,597.964		8.09		9,356,878
Band 7	692,293.400		8.08		5,593,731
Band 8	667,676.609		8.06		5,381,473
Band 9	71,549.730		8.04		575,260
Band 10	1,270,770.912		8.03		10,204,290
Band 11	257,003.823		8.02		2,061,171
Band 12	42,289.454		8.01		338,739
Band 13	391,364.685		8.00		3,130,917
Band 14	676,623.536		7.98		5,399,456
Band 15	571,743.521		7.97		4,556,796
Band 16	7,730.101		7.94		61,377
Band 17	517,282.411		7.93		4,102,050
Band 19	17,787.839		7.90		140,524
Band 20	233,417.792		7.99		1,865,008
Band 21	19,562.518		7.95		155,522
Band 25	197.097		14.90		2,937
Band 26	100,626.725		8.19		824,133
Band 27	47,490.670		8.12		385,624
Band 28	43,198.470		8.09		349,476
Band 29	18,589.543		8.08		150,204
Band 30	7,566.199		8.01		60,605
Band 31	954.482		7.98		7,617
Band 35	27,911.975		14.94		417,005
Band 36	2,332.575		14.89		34,732
Band 37	4,253.297		14.85		63,161
Band 38	250,707.128		8.18		2,050,784
Band 39	54,363.644		14.82		805,669
Band 40	12,174.271		14.78		179,936
Band 41	7,865.447		8.01		63,002
Band 42	4,527.256		7.97		36,082
Band 43	10,236.061		7.93		81,172
Band 44	213.985		7.86		1,682
Band 45	1,100.999		7.82		8,610
Band 46	330,300.265		7.91		2,612,675
Band 47	66,407.701		7.88		523,293
Band 49	165,100.461		11.40		1,882,145
Band 56	162,647.163		8.15		1,325,574
Band 57	752.589		8.02		6,036
	7,944,661.816			$	65,050,744

220

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


Division/Contract	Units		Unit Value		Extended Value
ING Japan TOPIX Index® Portfolio - Class A
Contracts in accumulation period:
Band 4	185.836	$	11.07	$	2,057
Band 6	63,936.282		11.05		706,496
Band 7	143,529.312		11.04		1,584,564
Band 8	37,652.614		11.03		415,308
Band 9	1,032.479		11.02		11,378
Band 10	161,676.917		11.01		1,780,063
Band 11	21,607.280		11.01		237,896
Band 12	5,714.060		11.00		62,855
Band 13	10,394.012		10.99		114,230
Band 14	42,961.862		10.98		471,721
Band 15	33,250.943		10.97		364,763
Band 16	2,337.314		10.96		25,617
Band 17	68,820.818		10.95		753,588
Band 19	2,710.063		10.93		29,621
Band 20	41,311.300		10.99		454,011
Band 26	752.613		11.11		8,362
Band 38	156.266		11.10		1,735
Band 41	87.836		11.00		966
Band 46	121,864.142		10.94		1,333,194
Band 47	3,430.377		10.92		37,460
Band 56	6,176.499		11.08		68,436
	769,588.825			$	8,464,321
ING Russell™ Large Cap Growth Index Portfolio -
Class S
Contracts in accumulation period:
Band 2	3,435.195	$	13.08	$	44,932
Band 3	1,906.767		13.02		24,826
Band 4	28,032.086		14.11		395,533
Band 5	39,681.040		14.10		559,503
Band 6	1,455,162.203		14.07		20,474,132
Band 7	1,210,244.333		14.06		17,016,035
Band 8	253,938.029		14.04		3,565,290
Band 9	72,869.868		14.02		1,021,636
Band 10	980,479.780		14.01		13,736,522
Band 11	503,488.863		14.00		7,048,844
Band 12	369,472.340		13.99		5,168,918
Band 13	621,151.895		13.97		8,677,492
Band 14	1,419,969.564		13.95		19,808,575
Band 15	302,452.224		13.94		4,216,184
Band 16	26,401.265		13.91		367,242
Band 17	793,302.637		13.90		11,026,907
Band 18	14,899.829		13.89		206,959
Band 19	59,353.754		13.86		822,643
Band 20	1,118,326.953		13.96		15,611,844
Band 21	111,522.649		13.92		1,552,395
Band 25	8,300.535		13.10		108,737
Band 26	132,522.501		14.18		1,879,169

221

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


Division/Contract	Units		Unit Value		Extended Value
ING Russell™ Large Cap Growth Index Portfolio -
Class S (continued)
Band 27	82,509.957	$	14.11	$	1,164,215
Band 28	39,022.163		14.07		549,042
Band 29	67,769.794		14.06		952,843
Band 30	9,116.013		13.99		127,533
Band 31	30,002.110		13.95		418,529
Band 35	85,980.152		14.23		1,223,498
Band 36	1,894.204		14.18		26,860
Band 37	560.843		14.15		7,936
Band 38	26,669.041		14.17		377,900
Band 39	8,686.381		14.12		122,652
Band 40	12,921.337		14.08		181,932
Band 41	19,746.916		13.99		276,259
Band 42	13,472.103		13.94		187,801
Band 43	20,093.953		13.90		279,306
Band 46	194,660.854		13.88		2,701,893
Band 47	27,687.583		13.84		383,196
Band 54	2,734.334		13.93		38,089
Band 55	1,873.118		14.04		26,299
Band 56	13,184.873		14.13		186,302
Band 57	2,335.822		14.00		32,702
	10,187,835.861			$	142,599,105
ING Russell™ Large Cap Index Portfolio - Class S
Contracts in accumulation period:
Band 1	5,915.787	$	9.06	$	53,597
Band 2	207,126.770		9.12		1,888,996
Band 3	2,014.184		14.22		28,642
Band 4	231,933.917		9.06		2,101,321
Band 5	140,441.065		9.05		1,270,992
Band 6	5,649,134.058		9.02		50,955,189
Band 7	4,030,871.497		9.01		36,318,152
Band 8	5,375,801.482		8.99		48,328,455
Band 9	646,133.395		8.97		5,795,817
Band 10	3,433,710.535		8.96		30,766,046
Band 11	5,831,461.091		8.95		52,191,577
Band 12	998,453.753		8.94		8,926,177
Band 13	2,936,570.164		8.92		26,194,206
Band 14	3,660,782.289		8.90		32,580,962
Band 15	1,491,908.855		8.89		13,263,070
Band 16	78,577.918		8.86		696,200
Band 17	1,501,855.679		8.85		13,291,423
Band 18	45,796.958		8.84		404,845
Band 19	142,162.006		8.81		1,252,447
Band 20	1,252,325.745		8.91		11,158,222
Band 21	227,259.448		8.87		2,015,791
Band 22	27.078		13.00		352
Band 23	7,297.757		12.97		94,652
Band 25	22,334.920		14.33		320,059

222

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


Division/Contract	Units		Unit Value		Extended Value
ING Russell™ Large Cap Index Portfolio - Class S
(continued)
Band 26	142,524.694	$	9.14	$	1,302,676
Band 27	77,504.434		9.06		702,190
Band 28	46,480.042		9.02		419,250
Band 29	114,143.178		9.01		1,028,430
Band 30	25,481.226		8.94		227,802
Band 31	11,242.656		8.90		100,060
Band 38	38,222.713		9.12		348,591
Band 41	79,881.706		8.94		714,142
Band 42	11,054.711		8.89		98,276
Band 43	71,318.682		8.85		631,170
Band 45	278.246		8.73		2,429
Band 46	770,234.365		8.82		6,793,467
Band 47	118,752.134		8.79		1,043,831
Band 50	12,669.226		8.92		113,009
Band 56	284,087.551		9.09		2,582,356
Band 57	1,683.029		8.95		15,063
Band 60	355.108		8.97		3,185
	39,725,810.052			$	356,023,117
ING Russell™ Large Cap Value Index Portfolio -
Class S
Contracts in accumulation period:
Band 2	641.623	$	13.81	$	8,861
Band 4	57,219.011		13.75		786,761
Band 6	194,823.462		13.71		2,671,030
Band 7	175,163.112		13.70		2,399,735
Band 8	170,983.056		13.67		2,337,338
Band 9	97,960.678		13.66		1,338,143
Band 10	200,933.960		13.65		2,742,749
Band 11	92,051.641		13.64		1,255,584
Band 12	1,462.718		13.63		19,937
Band 13	224,171.067		13.61		3,050,968
Band 14	217,481.787		13.59		2,955,577
Band 15	202,475.680		13.58		2,749,620
Band 16	5,134.863		13.55		69,577
Band 17	178,884.473		13.54		2,422,096
Band 18	142.141		13.53		1,923
Band 19	441.215		13.51		5,961
Band 20	77,313.329		13.60		1,051,461
Band 21	40,775.721		13.57		553,327
Band 26	177,815.234		13.82		2,457,407
Band 27	166,304.162		13.74		2,285,019
Band 28	62,967.122		13.71		863,279
Band 29	27,250.282		13.70		373,329
Band 30	15,289.893		13.62		208,248
Band 31	17,824.246		13.59		242,232
Band 38	248.063		13.81		3,426
Band 41	8,827.146		13.63		120,314
Band 42	5,678.837		13.58		77,119

223

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


Division/Contract	Units		Unit Value		Extended Value
ING Russell™ Large Cap Value Index Portfolio -
Class S (continued)
Band 43	45,519.939	$	13.54	$	616,340
Band 45	658.325		13.42		8,835
Band 46	79,615.149		13.52		1,076,397
Band 47	13,780.764		13.48		185,765
Band 51	3,117.704		13.54		42,214
Band 56	18,105.500		13.77		249,313
	2,581,061.903			$	35,229,885
ING Russell™ Mid Cap Growth Index Portfolio -
Class S
Contracts in accumulation period:
Band 2	45,667.506	$	16.24	$	741,640
Band 3	2,741.590		16.14		44,249
Band 4	80,859.903		16.17		1,307,505
Band 5	49,507.017		16.16		800,033
Band 6	2,632,553.414		16.13		42,463,087
Band 7	1,117,705.531		16.11		18,006,236
Band 8	1,976,186.311		16.08		31,777,076
Band 9	245,449.597		16.07		3,944,375
Band 10	2,324,537.775		16.06		37,332,077
Band 11	2,482,145.440		16.04		39,813,613
Band 12	415,384.232		16.03		6,658,609
Band 13	1,252,894.006		16.01		20,058,833
Band 14	1,892,550.333		15.99		30,261,880
Band 15	801,913.514		15.97		12,806,559
Band 16	57,632.267		15.94		918,658
Band 17	1,195,307.767		15.93		19,041,253
Band 18	26,085.244		15.92		415,277
Band 19	52,745.235		15.89		838,122
Band 20	749,319.332		16.00		11,989,109
Band 21	105,503.546		15.96		1,683,837
Band 25	13,657.897		16.27		222,214
Band 26	30,836.666		16.25		501,096
Band 27	19,644.810		16.17		317,657
Band 28	2,783.965		16.13		44,905
Band 29	30,589.391		16.11		492,795
Band 30	5,637.528		16.03		90,370
Band 31	293.495		15.99		4,693
Band 38	44,158.462		16.24		717,133
Band 41	18,096.677		16.03		290,090
Band 42	1,754.636		15.97		28,022
Band 43	30,405.460		15.93		484,359
Band 45	653.961		15.79		10,326
Band 46	720,648.867		15.90		11,458,317
Band 47	43,273.480		15.86		686,317
Band 50	2,606.581		16.02		41,757
Band 51	1,533.594		15.93		24,430
Band 54	433.000		15.96		6,911

224

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


Division/Contract	Units		Unit Value		Extended Value
ING Russell™ Mid Cap Growth Index Portfolio -
Class S (continued)
Band 55	488.421	$	16.09	$	7,859
Band 56	97,479.386		16.20		1,579,166
Band 57	6,877.929		16.04		110,322
Band 59	685.991		15.89		10,900
	18,579,229.757			$	298,031,667
ING Russell™ Mid Cap Index Portfolio - Class S
Contracts in accumulation period:
Band 2	3,321.813	$	10.52	$	34,945
Band 4	19,619.861		10.44		204,831
Band 5	5,853.305		10.43		61,050
Band 6	1,854,423.542		10.40		19,286,005
Band 7	667,996.164		10.39		6,940,480
Band 8	1,182,183.782		10.36		12,247,424
Band 9	79,361.412		10.34		820,597
Band 10	2,724,465.613		10.33		28,143,730
Band 11	612,676.281		10.31		6,316,692
Band 12	78,462.303		10.30		808,162
Band 13	674,521.513		10.29		6,940,826
Band 14	682,864.533		10.26		7,006,190
Band 15	971,877.047		10.24		9,952,021
Band 16	20,646.521		10.21		210,801
Band 17	663,918.074		10.20		6,771,964
Band 18	964.135		10.19		9,825
Band 19	30,185.769		10.16		306,687
Band 20	301,367.555		10.27		3,095,045
Band 21	18,259.658		10.23		186,796
Band 26	29,845.690		10.53		314,275
Band 27	19,375.347		10.44		202,279
Band 28	6,122.229		10.40		63,671
Band 29	10,465.073		10.39		108,732
Band 30	5,372.157		10.30		55,333
Band 31	2,073.515		10.26		21,274
Band 38	16,668.661		10.52		175,354
Band 41	6,708.538		10.30		69,098
Band 42	3,484.540		10.24		35,682
Band 43	6,199.031		10.20		63,230
Band 46	612,161.616		10.17		6,225,684
Band 47	129,023.290		10.13		1,307,006
Band 56	269,775.521		10.47		2,824,550
Band 57	5,061.891		10.32		52,239
Band 59	411.647		10.16		4,182
	11,715,717.627			$	120,866,660

225

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


Division/Contract	Units		Unit Value		Extended Value
ING Russell™ Small Cap Index Portfolio - Class S
Contracts in accumulation period:
Band 1	648.935	$	10.93	$	7,093
Band 2	1,780.147		10.92		19,439
Band 4	48,576.795		10.84		526,572
Band 5	28,493.380		10.83		308,583
Band 6	1,880,369.220		10.80		20,307,988
Band 7	1,415,119.004		10.78		15,254,983
Band 8	1,667,334.585		10.75		17,923,847
Band 9	105,578.306		10.74		1,133,911
Band 10	2,760,385.965		10.72		29,591,338
Band 11	816,183.160		10.71		8,741,322
Band 12	186,026.266		10.69		1,988,621
Band 13	1,054,400.100		10.68		11,260,993
Band 14	1,359,241.864		10.65		14,475,926
Band 15	1,007,544.752		10.63		10,710,201
Band 16	48,816.138		10.60		517,451
Band 17	1,207,535.535		10.59		12,787,801
Band 18	10,520.166		10.57		111,198
Band 19	25,377.954		10.54		267,484
Band 20	764,004.190		10.66		8,144,285
Band 21	36,463.751		10.62		387,245
Band 25	8,337.889		10.95		91,300
Band 26	48,465.308		10.93		529,726
Band 27	26,550.207		10.84		287,804
Band 28	8,936.328		10.80		96,512
Band 29	40,552.046		10.78		437,151
Band 30	5,584.701		10.69		59,700
Band 31	1,203.735		10.65		12,820
Band 38	23,521.945		10.92		256,860
Band 41	9,071.603		10.69		96,975
Band 42	4,970.125		10.64		52,882
Band 43	11,418.618		10.59		120,923
Band 46	998,816.486		10.56		10,547,502
Band 47	150,555.454		10.51		1,582,338
Band 52	390.893		10.78		4,214
Band 56	494,818.177		10.87		5,378,674
Band 57	2,899.771		10.71		31,057
Band 59	1,712.230		10.55		18,064
	16,262,205.729			$	174,070,783




226

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


Division/Contract	Units		Unit Value		Extended Value
ING Small Company Portfolio - Class S
Contracts in accumulation period:
Band 2	3,334.514	$	11.08	$	36,946
Band 4	25,618.645		11.01		282,061
Band 5	4,080.520		11.00		44,886
Band 6	1,686,231.357		10.97		18,497,958
Band 7	435,427.349		10.95		4,767,929
Band 8	579,000.427		10.92		6,322,685
Band 9	30,272.342		10.91		330,271
Band 10	1,764,764.620		10.89		19,218,287
Band 11	248,836.491		10.88		2,707,341
Band 12	44,467.755		10.86		482,920
Band 13	494,419.620		10.85		5,364,453
Band 14	682,438.679		10.82		7,383,987
Band 15	730,562.363		10.80		7,890,074
Band 16	70,395.555		10.77		758,160
Band 17	651,458.553		10.76		7,009,694
Band 18	3,411.145		10.74		36,636
Band 19	18,335.557		10.71		196,374
Band 20	233,281.938		10.83		2,526,443
Band 21	48,297.634		10.79		521,131
Band 25	2,981.131		10.65		31,749
Band 26	67,550.483		11.10		749,810
Band 27	79,323.556		11.01		873,352
Band 28	13,853.526		10.96		151,835
Band 29	11,569.876		10.95		126,690
Band 30	7,702.142		10.86		83,645
Band 31	268.889		10.82		2,909
Band 35	38,261.292		16.38		626,720
Band 36	8,505.056		16.08		136,761
Band 37	1,216.842		15.87		19,311
Band 38	328,705.032		18.44		6,061,321
Band 39	68,907.771		18.17		1,252,054
Band 40	10,086.063		17.97		181,247
Band 41	6,651.446		10.86		72,235
Band 42	2,489.291		10.80		26,884
Band 43	20,836.428		10.76		224,200
Band 46	506,954.518		10.73		5,439,622
Band 47	47,714.934		10.68		509,595
Band 51	611.817		10.76		6,583
Band 55	3,466.926		10.92		37,859
Band 56	130,750.457		11.04		1,443,485
Band 57	1,374.917		10.88		14,959
	9,114,417.457			$	102,451,062

227

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


Division/Contract	Units		Unit Value		Extended Value
ING U.S. Bond Index Portfolio - Class S
Contracts in accumulation period:
Band 2	1,242.806	$	11.21	$	13,932
Band 3	412.177		11.31		4,662
Band 4	91,062.214		11.13		1,013,522
Band 5	17,017.444		11.11		189,064
Band 6	3,163,184.242		11.08		35,048,081
Band 7	1,016,025.884		11.07		11,247,407
Band 8	1,334,264.468		11.04		14,730,280
Band 9	159,268.879		11.02		1,755,143
Band 10	3,769,609.405		11.01		41,503,400
Band 11	709,326.732		10.99		7,795,501
Band 12	212,506.870		10.98		2,333,325
Band 13	1,315,739.919		10.96		14,420,510
Band 14	1,484,473.635		10.93		16,225,297
Band 15	1,352,837.625		10.92		14,772,987
Band 16	234,211.847		10.88		2,548,225
Band 17	2,023,217.324		10.87		21,992,372
Band 18	3,902.603		10.85		42,343
Band 19	55,786.373		10.82		603,609
Band 20	681,132.500		10.95		7,458,401
Band 21	76,352.136		10.90		832,238
Band 25	8,596.688		11.43		98,260
Band 26	118,891.418		11.22		1,333,962
Band 27	67,800.228		11.13		754,617
Band 28	13,416.977		11.08		148,660
Band 29	83,077.814		11.07		919,671
Band 30	10,454.515		10.98		114,791
Band 31	4,500.548		10.93		49,191
Band 35	38,595.850		11.29		435,747
Band 36	20,948.745		11.22		235,045
Band 37	8,022.453		11.18		89,691
Band 38	646,868.488		11.21		7,251,396
Band 39	187,743.080		11.15		2,093,335
Band 40	77,812.149		11.10		863,715
Band 41	26,359.196		10.98		289,424
Band 42	4,888.285		10.92		53,380
Band 43	34,787.274		10.87		378,138
Band 45	873.153		10.72		9,360
Band 46	1,221,701.886		10.84		13,243,248
Band 47	165,685.364		10.79		1,787,745
Band 55	8,380.749		11.04		92,523
Band 56	689,109.768		11.16		7,690,465
Band 57	17,146.204		10.99		188,437
Band 59	331.813		10.83		3,594
	21,157,567.728			$	232,654,694

228

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


Division/Contract	Units		Unit Value		Extended Value
ING WisdomTree^SMGlobal High-Yielding Equity Index
Portfolio - Class S
Contracts in accumulation period:
Band 4	31,323.050	$	8.16	$	255,596
Band 5	8,734.709		8.07		70,489
Band 6	4,398,876.006		8.13		35,762,862
Band 7	333,060.885		8.12		2,704,454
Band 8	1,538,406.889		8.09		12,445,712
Band 9	20,710.244		8.08		167,339
Band 10	8,081,997.729		8.07		65,221,722
Band 11	818,579.267		8.06		6,597,749
Band 12	38,074.123		8.04		306,116
Band 13	1,372,235.940		8.03		11,019,055
Band 14	1,100,968.682		8.01		8,818,759
Band 15	2,253,901.390		8.00		18,031,211
Band 16	122,300.854		7.97		974,738
Band 17	1,146,514.466		7.96		9,126,255
Band 18	11,560.576		7.95		91,907
Band 19	36,541.908		7.92		289,412
Band 20	749,998.178		8.02		6,014,985
Band 21	15,855.541		7.98		126,527
Band 26	10,609.598		8.15		86,468
Band 27	12,668.845		8.08		102,364
Band 28	5,910.766		8.05		47,582
Band 29	3,284.234		8.03		26,372
Band 35	25,922.923		8.29		214,901
Band 36	8,219.186		8.24		67,726
Band 38	98,832.012		8.23		813,387
Band 39	37,118.126		8.18		303,626
Band 40	16,956.584		8.14		138,027
Band 41	11,697.655		7.97		93,230
Band 42	4,356.745		7.93		34,549
Band 43	1,950.278		7.89		15,388
Band 46	1,654,823.418		7.94		13,139,298
Band 47	377,940.500		7.90		2,985,730
Band 54	4,231.697		7.99		33,811
Band 55	2,409.192		8.09		19,490
Band 56	608,102.065		8.19		4,980,356
Band 57	20,071.412		8.06		161,776
Band 59	464.811		7.93		3,686
Band 60	1,285.863		8.08		10,390
	24,986,496.347			$	201,303,045




229

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


Division/Contract	Units		Unit Value		Extended Value
ING International Value Portfolio - Class S
Contracts in accumulation period:
Band 35	86,396.174	$	14.32	$	1,237,193
Band 36	16,206.092		14.07		228,020
Band 37	10,000.308		13.88		138,804
Band 38	336,065.939		15.55		5,225,825
Band 39	146,818.220		15.32		2,249,255
Band 40	24,204.582		15.15		366,699
	619,691.315			$	9,445,796
ING MidCap Opportunities Portfolio - Class S
Currently payable annuity contracts:	188.067	$	12.20	$	2,294
Contracts in accumulation period:
Band 1	31,697.632		11.73		371,813
Band 2	363,259.081		12.20		4,431,761
Band 3	1,386.277		11.78		16,330
Band 4	130,283.594		11.90		1,550,375
Band 5	118,457.938		11.84		1,402,542
Band 6	4,756,550.766		11.73		55,794,340
Band 7	3,660,850.263		11.67		42,722,123
Band 8	2,982,869.673		11.56		34,481,973
Band 9	593,833.389		11.50		6,829,084
Band 10	3,637,309.391		11.44		41,610,819
Band 11	3,452,663.766		11.39		39,325,840
Band 12	913,586.592		11.33		10,350,936
Band 13	2,888,373.126		11.28		32,580,849
Band 14	4,031,989.863		11.17		45,037,327
Band 15	1,172,403.022		11.11		13,025,398
Band 16	113,177.767		11.00		1,244,955
Band 17	1,704,094.990		10.95		18,659,840
Band 18	44,822.005		10.89		488,112
Band 19	330,538.518		10.79		3,566,511
Band 20	1,723,942.902		11.22		19,342,639
Band 21	152,735.016		11.06		1,689,249
Band 22	78.686		11.59		912
Band 23	11,664.328		11.54		134,606
Band 24	129.966		12.81		1,665
Band 25	40,637.476		12.32		500,654
Band 26	45,571.792		11.68		532,279
Band 27	33,080.220		11.59		383,400
Band 28	15,652.711		11.54		180,632
Band 29	9,048.792		11.52		104,242
Band 30	3,363.150		11.43		38,441
Band 31	2,527.543		11.38		28,763
Band 35	54,180.448		17.58		952,492
Band 36	5,282.747		17.26		91,180
Band 37	1,023.975		17.03		17,438
Band 38	365,999.495		20.50		7,502,990
Band 39	51,680.685		20.20		1,043,950
Band 40	8,529.386		19.97		170,332

230

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


Division/Contract	Units		Unit Value		Extended Value
ING MidCap Opportunities Portfolio - Class S
(continued)
Band 41	1,139.096	$	11.43	$	13,020
Band 43	18,828.415		11.32		213,138
Band 45	2,166.550		11.17		24,200
Band 46	645,568.559		15.09		9,741,630
Band 47	140,134.609		14.95		2,095,012
Band 50	3,143.640		11.42		35,900
Band 56	84,743.556		11.62		984,720
Band 57	17,575.762		11.45		201,242
Band 60	1,808.945		11.48		20,767
	34,368,574.170			$	399,538,715
ING SmallCap Opportunities Portfolio - Class S
Contracts in accumulation period:
Band 2	2,252.599	$	9.90	$	22,301
Band 4	18,978.233		9.67		183,520
Band 5	77,952.714		9.62		749,905
Band 6	919,413.561		9.53		8,762,011
Band 7	964,109.423		9.48		9,139,757
Band 8	196,788.871		9.39		1,847,847
Band 9	58,239.328		9.34		543,955
Band 10	559,738.577		9.29		5,199,971
Band 11	314,195.054		9.25		2,906,304
Band 12	286,726.576		9.20		2,637,884
Band 13	580,519.975		9.16		5,317,563
Band 14	1,136,270.146		9.07		10,305,970
Band 15	196,291.442		9.02		1,770,549
Band 16	31,463.217		8.94		281,281
Band 17	548,730.042		8.89		4,878,210
Band 18	16,511.304		8.85		146,125
Band 19	72,596.661		8.76		635,947
Band 20	707,540.890		9.11		6,445,698
Band 21	87,989.984		8.98		790,150
Band 25	39,225.413		10.00		392,254
Band 26	4,832.781		15.96		77,131
Band 27	3,812.069		15.69		59,811
Band 28	599.909		15.55		9,329
Band 29	164.348		15.51		2,549
Band 30	4,425.873		15.24		67,450
Band 35	38,933.704		10.15		395,177
Band 36	9,585.764		9.95		95,378
Band 38	101,200.706		18.69		1,891,441
Band 39	22,363.743		18.41		411,717
Band 40	6,094.625		18.20		110,922
Band 41	3,241.745		15.25		49,437
Band 42	82.633		15.07		1,245
Band 43	4,015.172		14.94		59,987
Band 46	127,524.372		13.57		1,730,506
Band 47	13,291.576		13.44		178,639
	7,155,703.030			$	68,097,921

231

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


Division/Contract	Units		Unit Value		Extended Value
Invesco V.I. Leisure Fund - Series I Shares
Contracts in accumulation period:
Band 4	3,943.466	$	12.55	$	49,490
Band 5	5,507.337		12.49		68,787
Band 6	197,329.492		12.38		2,442,939
Band 7	214,497.861		12.33		2,644,759
Band 8	51,309.219		12.22		626,999
Band 9	21,001.873		12.17		255,593
Band 10	189,811.350		12.11		2,298,615
Band 11	50,674.897		12.06		611,139
Band 12	86,531.447		12.01		1,039,243
Band 13	118,820.789		11.95		1,419,908
Band 14	242,023.455		11.85		2,867,978
Band 15	68,497.736		11.80		808,273
Band 16	1,164.526		11.69		13,613
Band 17	131,113.895		11.64		1,526,166
Band 18	627.234		11.59		7,270
Band 19	39,540.704		11.49		454,323
Band 20	160,816.815		11.90		1,913,720
Band 21	21,922.462		11.74		257,370
Band 26	15,907.409		12.88		204,887
Band 27	14,973.052		12.54		187,762
Band 28	2,640.886		12.38		32,694
Band 29	2,527.999		12.33		31,170
Band 30	4,928.075		12.00		59,137
Band 41	4,724.276		12.33		58,250
Band 42	1,760.128		12.15		21,386
Band 43	12,735.675		12.02		153,083
Band 45	1,920.692		10.44		20,052
Band 46	34,406.806		10.17		349,917
Band 47	7,618.250		10.07		76,716
	1,709,277.806			$	20,501,239
Legg Mason ClearBridge Variable Large Cap Value
Portfolio - Class I
Contracts in accumulation period:
Band 22	365.991	$	8.23	$	3,012
Band 23	9,227.297		8.18		75,479
	9,593.288			$	78,491
Legg Mason Global Currents Variable International All
Cap Opportunity Portfolio
Contracts in accumulation period:
Band 22	21.776	$	13.68	$	298
Band 23	2,893.706		13.36		38,660
	2,915.482			$	38,958

232

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


Division/Contract	Units		Unit Value		Extended Value
Legg Mason Western Asset Variable High Income
Portfolio
Contracts in accumulation period:
Band 22	73.452	$	21.68	$	1,592
Band 23	3,311.349		21.17		70,101
	3,384.801			$	71,693
Oppenheimer Main Street Small Cap Fund®/VA -
Service Class
Contracts in accumulation period:
Band 35	29,816.632	$	19.30	$	575,461
Band 36	886.854		19.08		16,921
Band 37	743.144		18.92		14,060
Band 38	53,714.457		19.03		1,022,186
Band 39	7,380.709		18.81		138,831
Band 40	4,903.913		18.65		91,458
	97,445.709			$	1,858,917
PIMCO Real Return Portfolio - Administrative Class
Contracts in accumulation period:
Band 35	192,948.649	$	12.83	$	2,475,531
Band 36	33,527.002		12.68		425,122
Band 38	597,812.397		12.65		7,562,327
Band 39	116,289.310		12.50		1,453,616
Band 40	44,133.362		12.39		546,812
	984,710.720			$	12,463,408
Pioneer Equity Income VCT Portfolio - Class II
Contracts in accumulation period:
Band 35	114,858.450	$	13.53	$	1,554,035
Band 36	14,510.570		13.29		192,845
Band 37	17,926.478		13.11		235,016
Band 38	677,938.024		15.01		10,175,850
Band 39	184,835.030		14.79		2,733,710
Band 40	52,949.035		14.62		774,115
	1,063,017.587			$	15,665,571
ProFund VP Bull
Contracts in accumulation period:
Band 5	4,505.880	$	8.67	$	39,066
Band 6	119,978.264		8.59		1,030,613
Band 7	349,659.440		8.55		2,989,588
Band 8	45,339.623		8.46		383,573
Band 9	4,951.778		8.42		41,694
Band 10	107,937.459		8.38		904,516
Band 11	83,068.408		8.34		692,791
Band 12	67,290.424		8.30		558,511
Band 13	130,991.729		8.26		1,081,992
Band 14	472,306.425		8.18		3,863,467
Band 15	24,279.048		8.14		197,631
Band 16	971.770		8.06		7,832
Band 17	100,596.592		8.02		806,785
Band 18	17,186.325		7.98		137,147

233

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


Division/Contract	Units		Unit Value		Extended Value
ProFund VP Bull (continued)
Band 19	16,674.690	$	7.90	$	131,730
Band 20	224,849.928		8.22		1,848,266
Band 21	9,716.920		8.10		78,707
Band 26	3,461.357		8.97		31,048
Band 27	1,579.159		8.72		13,770
Band 28	273.682		8.59		2,351
Band 29	3,813.980		8.55		32,610
Band 30	563.476		8.30		4,677
Band 38	7.939		9.81		78
Band 41	2,213.908		11.12		24,619
Band 46	22,746.721		9.32		211,999
	1,814,964.925			$	15,115,061
ProFund VP Europe 30
Contracts in accumulation period:
Band 4	7,302.481	$	9.63	$	70,323
Band 5	4,879.435		9.58		46,745
Band 6	104,606.296		9.49		992,714
Band 7	115,157.432		9.44		1,087,086
Band 8	24,560.055		9.35		229,637
Band 9	5,731.769		9.30		53,305
Band 10	85,150.920		9.26		788,498
Band 11	74,815.515		9.21		689,051
Band 12	41,582.782		9.17		381,314
Band 13	54,519.566		9.12		497,218
Band 14	192,226.383		9.03		1,735,804
Band 15	42,989.073		8.99		386,472
Band 16	10,491.865		8.90		93,378
Band 17	100,464.711		8.86		890,117
Band 18	608.906		8.81		5,364
Band 19	10,788.291		8.72		94,074
Band 20	75,918.431		9.08		689,339
Band 21	10,939.450		8.94		97,799
Band 26	8,096.004		9.91		80,231
Band 27	265.490		9.63		2,557
Band 28	664.456		9.48		6,299
Band 29	3,562.002		9.44		33,625
Band 30	609.115		9.16		5,579
Band 31	626.025		9.03		5,653
Band 41	304.206		13.52		4,113
Band 42	2,754.345		13.32		36,688
Band 43	1,109.710		13.18		14,626
Band 46	20,899.647		9.74		203,563
Band 47	4,368.946		9.65		42,160
	1,005,993.307			$	9,263,332

234

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


Division/Contract	Units		Unit Value		Extended Value
ProFund VP Rising Rates Opportunity
Contracts in accumulation period:
Band 4	6,148.666	$	5.06	$	31,112
Band 5	649.194		5.04		3,272
Band 6	290,516.625		5.01		1,455,488
Band 7	153,552.096		4.99		766,225
Band 8	189,110.535		4.95		936,097
Band 9	30,302.848		4.93		149,393
Band 10	268,097.504		4.92		1,319,040
Band 11	108,848.102		4.90		533,356
Band 12	25,407.443		4.88		123,988
Band 13	130,604.146		4.86		634,736
Band 14	211,568.956		4.82		1,019,762
Band 15	97,549.940		4.81		469,215
Band 16	15,825.474		4.77		75,488
Band 17	151,085.497		4.75		717,656
Band 18	2,389.203		4.73		11,301
Band 19	17,464.309		4.70		82,082
Band 20	191,041.275		4.84		924,640
Band 21	24,678.722		4.79		118,211
Band 26	52,573.046		5.18		272,328
Band 27	18,493.549		5.06		93,577
Band 28	8,257.058		5.01		41,368
Band 29	23,644.142		4.99		117,984
Band 30	1,711.006		4.88		8,350
Band 31	10,864.840		4.82		52,369
Band 41	7,306.807		4.88		35,657
Band 42	13,020.222		4.81		62,627
Band 43	3,352.764		4.75		15,926
Band 45	2,486.247		4.90		12,183
Band 46	78,500.395		5.80		455,302
Band 47	760.650		5.75		4,374
	2,135,811.261			$	10,543,107
Wells Fargo Advantage VT Omega Growth Fund -
Class 2
Contracts in accumulation period:
Band 6	1,187.478	$	12.61	$	14,974
Band 10	33,927.490		12.59		427,147
Band 14	15,660.489		12.58		197,009
Band 15	7,600.207		12.58		95,611
Band 17	41,041.613		12.57		515,893
Band 20	7,181.657		12.58		90,345
Band 21	177.890		12.57		2,236
Band 46	11,455.029		12.56		143,875
	118,231.853			$	1,487,090

235

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


Division/Contract	Units		Unit Value		Extended Value
Wells Fargo Advantage VT Index Asset Allocation
Fund - Class 2
Contracts in accumulation period:
Band 6	25,365.761	$	12.27	$	311,238
Band 10	94,909.172		12.05		1,143,656
Band 14	43,689.355		11.83		516,845
Band 17	15,250.783		11.66		177,824
Band 46	576.896		10.35		5,971
	179,791.967			$	2,155,534
Wells Fargo Advantage VT Intrinsic Value Fund -
Class 2
Contracts in accumulation period:
Band 10	17,306.200	$	11.54	$	199,714
Band 14	12,247.034		11.33		138,759
Band 15	2,496.294		11.29		28,183
Band 17	30,247.195		11.16		337,559
Band 20	5,593.694		11.37		63,600
Band 46	4,117.452		9.62		39,610
	72,007.869			$	807,425
Wells Fargo Advantage VT Small Cap Growth Fund -
Class 2
Contracts in accumulation period:
Band 6	1,892.524	$	18.47	$	34,955
Band 10	9,375.230		18.14		170,067
Band 14	2,465.655		17.81		43,913
Band 17	8,512.930		17.55		149,402
Band 20	1,766.522		17.88		31,585
Band 46	397.522		15.33		6,094
	24,410.383			$	436,016
Wells Fargo Advantage VT Total Return Bond Fund
Contracts in accumulation period:
Band 6	19,379.357	$	13.22	$	256,195
Band 10	25,412.121		12.98		329,849
Band 14	20,067.137		12.74		255,655
Band 15	1,893.084		12.70		24,042
Band 17	5,199.454		12.56		65,305
Band 46	11,925.852		12.06		143,826
	83,877.005			$	1,074,872

236

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


Bands	Products
Band 1	Golden VAC 80, ING GoldenSelect DVA 080
Band 2	Global Syndicate, Golden VAC 100, ING GoldenSelect DVA, ING GoldenSelect DVA 100
Band 3	ING GoldenSelect DVA Series 100
Band 4	ING GoldenSelect DVA Plus - Standard (pre February 2000), ING SmartDesign Signature
	Variable Annuity Option Package I, ING Golden Select DVA Plus 125, ING SmartDesign
	Signature Variable Annuity 125
Band 5	ING GoldenSelect DVA Plus - Standard (post January 2000 & post 2000), ING Golden Select
	DVA Plus 130
Band 6	First Union Variable Annuity, Fleet Premium Plus 140, ING GoldenSelect DVA Plus - Annual
	Ratchet (pre February 2000) & 5.5% Solution (pre February 2000 and post January 2000), ING
	GoldenSelect Access - Standard (pre February 2000), ING GoldenSelect Premium Plus -
	Standard (pre February 2000), ING GoldenSelect ES II (pre 2001), ING GoldenSelect ES II -
	Standard (post 2000), Generations - Standard, ING GoldenSelect Opportunities - Standard,
WellsFargo ING Opportunities - Standard, ING Golden Select DVA Plus 140, ING
	GoldenSelect Access 140, ING GoldenSelect ESII 140, ING GoldenSelect Generations
	Variable Annuity 140, ING GoldenSelect Opportunities Variable 140, ING GoldenSelect
	Premium Plus 140, Wells Fargo ING Opportunities Variable Annuity 140
Band 7	Fleet Premium Plus 145, ING GoldenSelect DVA Plus - Annual Ratchet (post January 2000),
	ING GoldenSelect DVA Plus - 5.5% Solution (post 2000), ING GoldenSelect Access -
	Standard (post January 2000 and post 2000), ING GoldenSelect Premium Plus - Standard (post
	January 2000 and post 2000), ING GoldenSelect ES II - Deferred Ratchet (post 2000), ING
	GoldenSelect Generations - Deferred Ratchet, ING GoldenSelect Opportunities Variable 145;
	ING SmartDesign Signature Variable Annuity 145, Wells Fargo ING Opportunities Variable
	Annuity 145, Fleet Premium Plus 145, ING Golden Select DVA Plus 145, ING GoldenSelect
	Access 145, ING GoldenSelect ESII 145, ING GoldenSelect Generations Variable Annuity
	145, ING GoldenSelect Opportunities Variable 145, ING GoldenSelect Premium Plus 145,
	ING SmartDesign Signature Variable Annuity 145, Wells Fargo ING Opportunities Variable
	Annuity 145
Band 8	Fleet Premium Plus 155, ING Golden Select DVA Plus 155, ING Golden Select DVA Plus -
	7% Solution (pre February 2000), ING Golden Select DVA Plus - Annual Ratchet (post 2000),
	ING GoldenSelect DVA Plus - Max 5.5 (post January 2000), ING GoldenSelect Access -
Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ING
	GoldenSelect Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre
	February 2000), ING GoldenSelect ES II - 5.5% Solution (post 2000), Opportunities - 5.5%
	Solution; Wells Fargo ING Opportunities Variable Annuity 155, ING GoldenSelect Access
	155, ING GoldenSelect ESII 155, ING GoldenSelect Generations Variable Annuity 155, ING
	GoldenSelect Opportunities Variable 155, ING GoldenSelect Premium Plus 155
Band 9	Fleet Premium Plus 160, ING GoldenSelect DVA Plus - Max 5.5 (post 2000), ING
	GoldenSelect Access - Annual Ratchet (post January 2000), ING Golden Select Access - 5.5%
	Solution (post January 2000 and post 2000), ING GoldenSelect Premium Plus - Annual
	Ratchet (post January 2000), ING GoldenSelect Premium Plus - 5.5% Solution (post January
	2000 and post 2000), ING SmartDesign Advantage Variable Annuity 160, ING SmartDesign
	Signature Variable Annuity 160, ING Golden Select DVA Plus 160, ING GoldenSelect Access
	160, ING GoldenSelect Premium Plus 160

237

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


Bands	Products
Band 10	ING GoldenSelect DVA Plus - 7% Solution (post January 2000 and post 2000), ING
	GoldenSelect ES II - Annual Ratchet (post 2000), ING GoldenSelect Generations - Annual
	Ratchet, ING GoldenSelect Landmark - Standard, ING GoldenSelect Legends – Standard,
	Wells Fargo ING Landmark - Standard, Wells Fargo ING Landmark Variable Annuity 165,
	ING GoldenSelect Opportunities - Annual Ratchet, WellsFargo ING Opportunities - Annual
	Ratchet, ING SmartDesign Advantage Variable Annuity 165, ING Golden Select DVA Plus
	165, ING GoldenSelect ESII 165, ING GoldenSelect Generations Variable Annuity 165, ING
	GoldenSelect Landmark Variable Annuity 165, ING GoldenSelect Legends - Standard, ING
	GoldenSelect Opportunities Variable 165, ING Simplicity Variable Annuity125, Wells Fargo
	ING Opportunities Variable Annuity 165
Band 11	Fleet Premium Plus 170, ING GoldenSelect Access - 7% Solution (pre February 2000), ING
	GoldenSelect Access - Annual Ratchet (post 2000), ING GoldenSelect Access - Max 5.5 (post
	January 2000), ING GoldenSelect DVA Plus - Annual Ratchet (post 2000), ING Golden Select
	DVA Plus 155, ING GoldenSelect ES II - Max 5.5 (post 2000), ING GoldenSelect Premium
	Plus - 7% Solution (pre February 2000), ING GoldenSelect Premium Plus - Annual Ratchet
	(post 2000), ING Golden Select Premium Plus - Max 5.5 (post January 2000), ING Golden
	Select Opportunities - Max 5.5, Wells Fargo Opportunities - Max 5.5, ING GoldenSelect
	Access 170, ING GoldenSelect ESII 170, ING GoldenSelect Generations Variable Annuity
	170, ING GoldenSelect Opportunities Variable 170, ING GoldenSelect Premium Plus 170,
	Wells Fargo ING Opportunities Variable Annuity 170
Band 12	ING Golden Select Access - Max 5.5 (post 2000), ING Golden Select DVA Plus - Max 7 (post
	January 2000 and post 2000), ING GoldenSelect Premium Plus - Max 5.5 (post 2000), ING
	GoldenSelect ES II - 7% Solution (post 2000), ING GoldenSelect Generations - 7% Solution,
	ING Golden Select Opportunities - 7% Solution, Wells Fargo ING Opportunities Variable
Annuity 175, ING Golden Select DVA Plus 175, ING GoldenSelect Access 175, ING
	GoldenSelect DVA Plus, ING GoldenSelect ESII 175, ING GoldenSelect Generations Variable
	Annuity 175, ING GoldenSelect Opportunities Variable 175, ING GoldenSelect Premium Plus
	175
Band 13	ING GoldenSelect Access - 7% Solution (post January 2000 and post 2000), ING
	GoldenSelect Access - Standard (post April 2001), ING GoldenSelect Generations Variable
	Annuity 150, ING GoldenSelect Premium Plus - 7% Solution (post January 2000 and post
	2000), ING GoldenSelect Landmark - 5.5% Solution, ING SmartDesign Advantage Variable
	Annuity, Wells Fargo ING Landmark - 5.5% Solution, Wells Fargo ING Opportunities
Variable Annuity 180, Fleet Premium Plus 180, ING GoldenSelect Access 180, ING
GoldenSelect ESII 180, ING GoldenSelect Generations Variable Annuity 180, ING
	GoldenSelect Landmark Variable Annuity 180, ING GoldenSelect Opportunities Variable 180,
	ING GoldenSelect Premium Plus 180, ING SmartDesign Advantage Variable Annuity 180,
	Wells Fargo ING Landmark Variable Annuity 180
Band 14	Fleet Premium Plus 190, ING GoldenSelect Access - Max 7 (post January 2000 and post
	2000), ING GoldenSelect Landmark - Annual Ratchet, ING GoldenSelect Legends – Quarterly,
ING GoldenSelect Premium Plus - Max 7 (post January 2000 and post 2000), ING
	GoldenSelect Premium Plus, ING GoldenSelect Premium Plus (Citigroup/Smith Barney),
Wells Fargo ING Landmark - Annual Ratchet, ING GoldenSelect Access 190, ING
	GoldenSelect Landmark Variable Annuity 190, ING GoldenSelect Legends - Quarterly, ING
GoldenSelect Premium Plus 190, Wells Fargo ING Landmark Variable Annuity 190

238

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


Bands	Products
Band 15	ING GoldenSelect Access - 5.5% Solution (post April 2001), ING GoldenSelect ES II 195,
	ING GoldenSelect Generations Variable Annuity 195, ING GoldenSelect Landmark - Max 5.5,
	ING GoldenSelect Legends –WA Combo, ING Golden Select Opportunities Variable 195,
	ING GoldenSelect Opportunities Variable 195, ING GoldenSelect Premium Plus 195, ING
SmartDesign Advantage, ING SmartDesign Advantage Variable Annuity 195, ING
	SmartDesign Signature Variable Annuity, ING SmartDesign Signature Variable Annuity 195,
	Wells Fargo ING Landmark - Max 5.5, Wells Fargo ING Opportunities Variable Annuity 195,
	ING GoldenSelect Access 195, ING GoldenSelect Landmark Variable Annuity 195, ING
	SmartDesign Signature Variable Annuity 195, Wells Fargo ING Landmark Variable Annuity
	195
Band 16	ING GoldenSelect Access - Annual Ratchet (post April 2001), ING GoldenSelect Landmark
	Variable Annuity 205, Wells Fargo ING Landmark Variable Annuity 205, ING GoldenSelect
	Access 205, ING GoldenSelect Legends 205
Band 17	ING GoldenSelect Access - Max 5.5 (post April 2001), ING GoldenSelect Landmark
	(Citigroup/Smith Barney), ING GoldenSelect Landmark - Max 7, ING GoldenSelect Legends –
	Combo, ING GoldenSelect Premium Plus 210, Wells Fargo ING Landmark Variable Annuity,
	Wells Fargo Landmark - Max 7, ING GoldenSelect Access 210, ING GoldenSelect Landmark
	Variable Annuity 210, Wells Fargo ING Landmark Variable Annuity 210
Band 18	ING GoldenSelect Access - 7% Solution (post April 2001), ING GoldenSelect Access 215
Band 19	ING GoldenSelect Access, ING GoldenSelect Access (Citigroup/Smith Barney), ING
	GoldenSelect Access - Max 7 (post April 2001) ING SmartDesign Advantage Variable
	Annuity 225, ING GoldenSelect Access 225
Band 20	ING GoldenSelect ESII, ING GoldenSelect ES II - Max 7 (post 2000), ING GoldenSelect
	Generations, ING GoldenSelect Generations - Max 7, ING GoldenSelect Opportunities, ING
	GoldenSelect Opportunities - Max 7, ING SmartDesign Advantage Variable Annuity 185,
	Wells Fargo ING Opportunities Variable Annuity, Wells Fargo ING Opportunities - Max 7,
	ING GoldenSelect ESII 185, ING GoldenSelect Generations Variable Annuity 185, ING
	GoldenSelect Opportunities Variable 185, Wells Fargo ING Opportunities Variable Annuity
	185
Band 21	ING GoldenSelect Landmark - 7% Solution, ING SmartDesign Advantage Variable Annuity
	200, Wells Fargo ING Landmark - 7% Solution, ING GoldenSelect Landmark Variable
	Annuity 200, Wells Fargo ING Landmark Variable Annuity 200
Band 22	Granite PrimElite - Standard, ING GoldenSelect Granite PrimElite 125
Band 23	ING GoldenSelect Granite PrimElite - Annual Ratchet; ING GoldenSelect Granite PrimElite
	140
Band 24	ING GoldenSelect Access One
Band 25	ING GoldenSelect Value
Band 26	ING SmartDesign Variable Annuity Option I, ING SmartDesign Variable Annuity 095
Band 27	ING SmartDesign Variable Annuity Option II, ING SmartDesign Variable Annuity 125
Band 28	ING SmartDesign Variable Annuity, ING SmartDesign Variable Annuity Option III, ING
	SmartDesign Variable Annuity 140
Band 29	ING SmartDesign Variable Annuity Bonus Option I, ING SmartDesign Variable Annuity 145
Band 30	ING SmartDesign Variable Annuity Bonus Option II, ING SmartDesign Variable Annuity 175
Band 31	ING SmartDesign Variable Annuity Bonus Option III, ING SmartDesign Variable Annuity 190
Band 32	ING SmartDesign Advantage Bonus Option I, ING SmartDesign Advantage Variable Annuity
	220
Band 33	ING SmartDesign Advantage Bonus Option II, ING SmartDesign Advantage Variable Annuity
	240

239

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


Bands	Products
Band 34	ING SmartDesign Advantage Bonus Option III, ING SmartDesign Advantage Variable
	Annuity 255
Band 35	ING Rollover Choice Option I (prior to August 7, 2003), ING Focus VA Option I, ING Focus
	Variable Annuity 075, ING Rollover Choice 075
Band 36	ING Rollover Choice Option II (prior to August 7, 2003), ING Focus VA Option I, ING Focus
	VA Option II, ING Focus Variable Annuity 095, ING Rollover Choice 095
Band 37	ING Rollover Choice Option III (prior to August 7, 2003), ING Rollover Choice 110
Band 38	ING Rollover Choice Option I, ING Rollover Choice 100
Band 39	ING Rollover Choice Option II, ING Rollover Choice 120
Band 40	ING Rollover Choice Option III, ING Rollover Choice 135
Band 41	ING SmartDesign Signature Option I, ING SmartDesign Signature Variable Annuity 175
Band 42	ING SmartDesign Signature Option II, ING SmartDesign Signature Variable Annuity 210
Band 43	ING SmartDesign Signature Option III
Band 44	ING SmartDesign Advantage Variable Annuity 245
Band 45	ING SmartDesign Advantage Variable Annuity 260
Band 46	ING GoldenSelect Landmark Variable Annuity 220, ING GoldenSelect Legends 220, Wells
	Fargo ING Landmark Variable Annuity 220
Band 47	ING GoldenSelect Access 235
Band 49	ING Simplicity Variable Annuity 200
Band 50	ING Architect Variable Annuity 180
Band 51	ING Architect Variable Annuity 210
Band 52	ING Architect Variable Annuity 145
Band 53	ING Architect Variable Annuity 170
Band 54	ING Architect Variable Annuity 200
Band 55	ING Architect Variable Annuity 155
Band 56	ING Architect Variable Annuity 115
Band 57	ING Architect Variable Annuity 170
Band 58	ING Architect Variable Annuity 195
Band 59	ING Architect Variable Annuity 225
Band 60	ING Architect Variable Annuity 160
Band 61	ING Architect Variable Annuity 185
Band 62	ING Architect Variable Annuity 215
Band 64	ING Architect Variable Annuity 200

240

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


10	.	Financial Highlights

		A summary of unit values, units outstanding and net assets for variable annuity Contracts, expense ratios, excluding expenses of
		underlying Funds, investment income ratios, and total return for the years ended December 31, 2010, 2009, 2008, 2007 and 2006,
		follows:


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
BlackRock Global Allocation V.I. Fund - Class III
2010	112,825		$	9.97	to	$	10.44	$	1,153,042		1.14	%	0.95	%	to	2.60	%	6.86	%	to	8.65	%
2009	102,963		$	9.33	to	$	9.61	$	975,605		2.36	%	0.95	%	to	2.60	%	17.80	%	to	19.83	%
2008	49,903		$	7.92	to	$	8.02	$	397,800		(c)		0.95	%	to	2.60	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
Columbia Asset Allocation Fund, Variable Series -
Class A
2010	20		$	15.18	to	$	15.66	$	303		2.29	%	1.40	%	to	1.80	%	11.37	%	to	11.86	%
2009	22		$	13.63	to	$	14.00	$	308		3.86	%	1.40	%	to	1.80	%	21.81	%	to	22.27	%
2008	23		$	11.19	to	$	11.45	$	262		3.66	%	1.40	%	to	1.80	%	-29.62	%	to	-29.36	%
2007	41		$	15.82	to	$	16.21	$	668		2.48	%	1.40	%	to	1.90	%	7.11	%	to	7.64	%
2006	36		$	14.77	to	$	15.06	$	540		2.44	%	1.40	%	to	1.90	%	9.65	%	to	10.25	%
Columbia Federal Securities Fund, Variable Series -
Class A
2010	2		$	12.07	to	$	12.40	$	19		4.88	%	1.45	%	to	1.80	%	3.16	%	to	3.51	%
2009	2		$	11.70	to	$	11.98	$	22		8.16	%	1.45	%	to	1.80	%	0.09	%	to	0.42	%
2008	2		$	11.69	to	$	11.93	$	27		9.35	%	1.45	%	to	1.80	%	6.18	%	to	6.52	%
2007	7		$	11.01	to	$	11.23	$	80		6.21	%	1.40	%	to	1.80	%	4.26	%	to	4.76	%
2006	8		$	10.56	to	$	10.72	$	81		5.54	%	1.40	%	to	1.80	%	1.83	%	to	2.29	%
Columbia Large Cap Growth Fund, Variable Series -
Class A
2010	31		$	11.47	to	$	11.81	$	361		0.58	%	1.40	%	to	1.90	%	15.28	%	to	15.83	%
2009	33		$	9.95	to	$	10.20	$	331		0.68	%	1.40	%	to	1.90	%	32.31	%	to	32.99	%
2008	34		$	7.52	to	$	7.67	$	258		0.27	%	1.40	%	to	1.90	%	-41.57	%	to	-41.26	%
2007	37		$	12.87	to	$	13.06	$	484		0.39	%	1.40	%	to	1.90	%	13.49	%	to	14.16	%
2006	48		$	11.34	to	$	11.44	$	547		0.35	%	1.40	%	to	1.90	%	8.21	%	to	8.65	%

241

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
Columbia Small Cap Value Fund, Variable Series -
Class B
2010	8,008		$	12.42	to	$	21.68	$	162,178		1.03	%	0.95	%	to	2.35	%	23.58	%	to	25.22	%
2009	9,211		$	10.05	to	$	17.36	$	150,066		0.85	%	0.95	%	to	2.35	%	21.97	%	to	23.89	%
2008	10,670		$	8.24	to	$	14.06	$	141,739		0.46	%	0.95	%	to	2.45	%	-29.89	%	to	-28.85	%
2007	13,631		$	11.74	to	$	19.82	$	256,889		0.27	%	0.95	%	to	2.60	%	-5.11	%	to	-3.56	%
2006	16,991		$	12.34	to	$	20.60	$	335,177		0.34	%	0.95	%	to	2.60	%	16.24	%	to	18.25	%
Columbia Small Company Growth Fund, Variable
Series - Class A
2010	1		$	18.70	to	$	18.85	$	18		-		1.45	%	to	1.55	%	26.35	%	to	26.51	%
2009	2		$	14.55	to	$	14.90	$	25		-		1.45	%	to	1.80	%	23.41	%	to	23.86	%
2008	4		$	11.79	to	$	12.07	$	51		-		1.40	%	to	1.80	%	-41.89	%	to	-41.63	%
2007	4		$	20.29	to	$	20.68	$	91		-		1.40	%	to	1.80	%	11.42	%	to	11.84	%
2006	4		$	18.21	to	$	18.49	$	82		-		1.40	%	to	1.80	%	10.36	%	to	10.85	%
Fidelity® VIP Equity-Income Portfolio - Service
Class 2
2010	16,702		$	8.77	to	$	13.31	$	181,385		1.50	%	0.75	%	to	2.60	%	11.86	%	to	14.02	%
2009	19,074		$	7.72	to	$	11.70	$	183,254		1.91	%	0.75	%	to	2.60	%	26.51	%	to	28.93	%
2008	22,259		$	6.01	to	$	9.10	$	167,056		2.07	%	0.75	%	to	2.60	%	-44.30	%	to	-43.24	%
2007	28,026		$	11.47	to	$	16.08	$	373,387		1.66	%	0.75	%	to	2.60	%	-1.39	%	to	0.50	%
2006	28,119		$	11.61	to	$	16.03	$	376,023		2.91	%	0.75	%	to	2.60	%	16.83	%	to	19.05	%
Fidelity® VIP Contrafund® Portfolio - Service
Class 2
2010	57,642		$	8.91	to	$	17.26	$	795,262		0.94	%	0.75	%	to	2.60	%	13.86	%	to	16.09	%
2009	66,360		$	7.79	to	$	14.91	$	795,683		1.12	%	0.75	%	to	2.60	%	31.90	%	to	34.45	%
2008	72,902		$	5.89	to	$	11.12	$	656,498		0.94	%	0.75	%	to	2.60	%	-44.18	%	to	-43.14	%
2007	57,227		$	12.58	to	$	19.59	$	922,587		0.87	%	0.75	%	to	2.60	%	14.18	%	to	16.41	%
2006	39,889		$	10.97	to	$	16.87	$	561,251		1.09	%	0.75	%	to	2.60	%	8.54	%	to	10.61	%
Franklin Small Cap Value Securities Fund - Class 2
2010	748		$	18.47	to	$	19.38	$	14,384		0.75	%	0.75	%	to	1.35	%	26.54	%	to	27.30	%
2009	799		$	14.56	to	$	15.26	$	12,115		1.65	%	0.75	%	to	1.35	%	27.41	%	to	28.14	%
2008	611		$	11.40	to	$	11.94	$	7,246		1.14	%	0.75	%	to	1.35	%	-33.92	%	to	-33.50	%
2007	479		$	17.21	to	$	18.00	$	8,548		0.71	%	0.75	%	to	1.35	%	-3.75	%	to	-3.14	%
2006	304		$	17.83	to	$	18.63	$	5,563		0.60	%	0.75	%	to	1.35	%	15.42	%	to	16.12	%

242

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Balanced Portfolio - Class S
2010	562		$	9.80	to	$	13.67	$	6,681		2.62	%	0.75	%	to	2.10	%	11.49	%	to	12.88	%
2009	654		$	8.76	to	$	12.11	$	6,899		4.06	%	0.75	%	to	2.20	%	16.33	%	to	18.15	%
2008	724		$	7.46	to	$	10.25	$	6,399		3.34	%	0.75	%	to	2.55	%	-30.08	%	to	-28.87	%
2007	814		$	10.66	to	$	14.41	$	9,901		2.48	%	0.75	%	to	2.60	%	2.60	%	to	4.57	%
2006	908		$	10.39	to	$	13.78	$	10,361		1.04	%	0.75	%	to	2.60	%	8.13	%	to	8.76	%
ING Intermediate Bond Portfolio - Class S
2010	99,181		$	10.28	to	$	14.03	$	1,253,226		4.77	%	0.75	%	to	2.60	%	6.67	%	to	8.68	%
2009	106,012		$	9.60	to	$	12.91	$	1,241,312		6.19	%	0.75	%	to	2.60	%	8.41	%	to	10.44	%
2008	104,672		$	8.83	to	$	11.69	$	1,122,300		6.23	%	0.75	%	to	2.60	%	-11.04	%	to	-9.31	%
2007	88,836		$	10.20	to	$	12.89	$	1,068,161		4.53	%	0.75	%	to	2.60	%	2.96	%	to	4.88	%
2006	53,039		$	10.12	to	$	12.29	$	616,032		5.04	%	0.75	%	to	2.60	%	1.10	%	to	3.02	%
ING American Funds Asset Allocation Portfolio
2010	36,730		$	9.41	to	$	9.77	$	352,116		1.56	%	0.95	%	to	2.35	%	9.40	%	to	10.90	%
2009	35,172		$	8.60	to	$	8.81	$	306,208		1.71	%	0.95	%	to	2.35	%	20.45	%	to	22.19	%
2008	20,680		$	7.13	to	$	7.21	$	148,369		(c)		0.95	%	to	2.60	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING American Funds Bond Portfolio
2010	49,259		$	9.94	to	$	10.55	$	500,271		2.49	%	0.75	%	to	2.60	%	3.28	%	to	5.25	%
2009	49,758		$	9.60	to	$	10.04	$	484,377		3.65	%	0.75	%	to	2.60	%	9.18	%	to	11.35	%
2008	28,568		$	8.77	to	$	9.04	$	252,168		(c)		0.75	%	to	2.60	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING American Funds Growth Portfolio
2010	171,550		$	8.95	to	$	14.60	$	2,301,516		0.11	%	0.75	%	to	2.60	%	15.08	%	to	17.15	%
2009	181,605		$	7.75	to	$	12.48	$	2,104,447		1.86	%	0.75	%	to	2.60	%	35.05	%	to	37.77	%
2008	181,107		$	5.72	to	$	9.09	$	1,544,265		0.86	%	0.75	%	to	2.60	%	-45.73	%	to	-44.72	%
2007	156,541		$	12.02	to	$	16.46	$	2,455,766		0.26	%	0.75	%	to	2.60	%	8.83	%	to	10.93	%
2006	138,030		$	10.99	to	$	14.87	$	1,979,019		0.18	%	0.75	%	to	2.60	%	6.76	%	to	8.77	%

243

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING American Funds Growth-Income Portfolio
2010	117,714		$	8.79	to	$	12.75	$	1,382,428		0.93	%	0.75	%	to	2.60	%	8.04	%	to	10.00	%
2009	127,548		$	8.12	to	$	11.61	$	1,376,389		2.28	%	0.75	%	to	2.60	%	27.18	%	to	29.60	%
2008	127,441		$	6.36	to	$	8.98	$	1,074,885		1.56	%	0.75	%	to	2.60	%	-39.84	%	to	-38.66	%
2007	114,229		$	11.40	to	$	14.67	$	1,595,008		1.00	%	0.75	%	to	2.60	%	1.81	%	to	3.73	%
2006	100,590		$	11.15	to	$	14.17	$	1,374,118		0.69	%	0.75	%	to	2.60	%	11.59	%	to	13.72	%
ING American Funds International Portfolio
2010	78,623		$	8.34	to	$	19.28	$	1,355,667		0.88	%	0.75	%	to	2.60	%	3.94	%	to	5.90	%
2009	84,125		$	8.00	to	$	18.25	$	1,387,295		3.37	%	0.75	%	to	2.60	%	38.56	%	to	41.37	%
2008	80,618		$	5.75	to	$	12.94	$	953,776		1.98	%	0.75	%	to	2.60	%	-43.93	%	to	-42.92	%
2007	72,838		$	13.49	to	$	22.71	$	1,548,000		0.88	%	0.75	%	to	2.60	%	16.30	%	to	18.47	%
2006	58,897		$	11.54	to	$	19.20	$	1,078,309		0.71	%	0.75	%	to	2.60	%	15.21	%	to	17.53	%
ING American Funds World Allocation Portfolio -
Service Class
2010	13,571		$	13.11	to	$	14.66	$	180,515		0.82	%	0.95	%	to	2.35	%	10.08	%	to	11.65	%
2009	8,491		$	11.91	to	$	13.13	$	102,079		0.49	%	0.95	%	to	2.35	%	31.60	%	to	33.44	%
2008	1,447		$	9.05	to	$	9.09	$	13,128		(c)		1.00	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING Artio Foreign Portfolio - Service Class
2010	39,914		$	7.07	to	$	15.33	$	543,023		-		0.80	%	to	2.60	%	4.07	%	to	5.98	%
2009	46,393		$	6.65	to	$	14.60	$	601,656		3.12	%	0.80	%	to	2.60	%	17.18	%	to	19.31	%
2008	45,525		$	5.66	to	$	12.36	$	499,269		-		0.80	%	to	2.60	%	-45.12	%	to	-44.08	%
2007	45,509		$	13.89	to	$	22.32	$	908,393		0.08	%	0.80	%	to	2.60	%	13.41	%	to	15.51	%
2006	36,012		$	12.18	to	$	19.50	$	630,618		-		0.80	%	to	2.60	%	25.82	%	to	28.14	%
ING Artio Foreign Portfolio - Service 2 Class
2010	3,067		$	11.42	to	$	16.75	$	45,325		-		1.40	%	to	2.20	%	4.48	%	to	5.28	%
2009	3,309		$	10.93	to	$	15.91	$	46,737		2.84	%	1.40	%	to	2.20	%	17.40	%	to	18.38	%
2008	3,270		$	9.31	to	$	13.44	$	38,955		-		1.40	%	to	2.20	%	-44.98	%	to	-44.49	%
2007	3,447		$	16.92	to	$	24.21	$	74,247		-		1.40	%	to	2.20	%	13.71	%	to	14.58	%
2006	3,419		$	14.88	to	$	21.13	$	64,469		-		1.40	%	to	2.20	%	26.21	%	to	27.29	%

244

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING BlackRock Inflation Protected Bond Portfolio -
Service Class
2010	23,288		$	10.78	to	$	11.14	$	255,091		1.85	%	0.75	%	to	2.60	%	2.76	%	to	4.70	%
2009	15,090		$	10.49	to	$	10.64	$	159,401		(d)		0.75	%	to	2.60	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING BlackRock Large Cap Growth Portfolio -
Institutional Class
2010	18		$	8.50	to	$	8.69	$	153		0.66	%	0.75	%	to	1.35	%	12.14	%	to	12.71	%
2009	19		$	7.58	to	$	7.71	$	148		0.72	%	0.75	%	to	1.35	%	28.69	%	to	29.58	%
2008	22		$	5.89	to	$	5.95	$	131		-		0.75	%	to	1.35	%	-39.71	%	to	-39.35	%
2007	25		$	9.77	to	$	9.81	$	244		(b)		0.75	%	to	1.35	%			(b)
2006	(b)				(b)				(b)		(b)				(b)					(b)
ING BlackRock Large Cap Growth Portfolio - Service
Class
2010	12,002		$	9.15	to	$	11.92	$	131,991		0.27	%	0.75	%	to	2.60	%	10.40	%	to	12.56	%
2009	13,216		$	8.21	to	$	10.60	$	130,165		0.32	%	0.75	%	to	2.60	%	26.78	%	to	29.32	%
2008	12,227		$	6.41	to	$	8.22	$	94,345		-		0.75	%	to	2.60	%	-40.61	%	to	-39.55	%
2007	11,875		$	10.92	to	$	13.69	$	153,507		-		0.75	%	to	2.60	%	3.98	%	to	5.97	%
2006	11,782		$	10.38	to	$	12.92	$	145,523		-		0.75	%	to	2.60	%	4.34	%	to	6.25	%
ING BlackRock Large Cap Value Portfolio - Service
Class
2010	2,250		$	8.72	to	$	11.84	$	24,381		1.27	%	0.90	%	to	2.35	%	8.37	%	to	10.04	%
2009	2,532		$	8.02	to	$	10.76	$	25,192		0.39	%	0.90	%	to	2.35	%	10.27	%	to	11.85	%
2008	3,077		$	7.26	to	$	9.62	$	27,597		0.31	%	0.90	%	to	2.35	%	-36.86	%	to	-35.91	%
2007	4,072		$	11.46	to	$	15.01	$	57,552		0.41	%	0.90	%	to	2.60	%	1.59	%	to	3.33	%
2006	5,107		$	11.24	to	$	14.53	$	70,539		0.59	%	0.80	%	to	2.60	%	13.51	%	to	15.32	%
ING BlackRock Large Cap Value Portfolio - Service 2
Class
2010	174		$	9.19	to	$	13.61	$	2,089		1.12	%	1.40	%	to	2.20	%	8.37	%	to	9.32	%
2009	198		$	8.48	to	$	12.45	$	2,189		0.23	%	1.40	%	to	2.20	%	10.22	%	to	11.06	%
2008	220		$	7.69	to	$	11.21	$	2,212		0.15	%	1.40	%	to	2.20	%	-36.86	%	to	-36.31	%
2007	270		$	12.18	to	$	17.60	$	4,303		0.23	%	1.40	%	to	2.20	%	1.84	%	to	2.62	%
2006	291		$	11.96	to	$	17.15	$	4,559		0.51	%	1.40	%	to	2.20	%	13.69	%	to	14.64	%

245

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Clarion Global Real Estate Portfolio - Service
Class
2010	14,082		$	8.57	to	$	11.08	$	148,699		8.36	%	0.75	%	to	2.35	%	13.21	%	to	15.19	%
2009	16,302		$	7.49	to	$	9.65	$	151,036		2.43	%	0.75	%	to	2.60	%	29.94	%	to	32.34	%
2008	16,758		$	5.69	to	$	7.30	$	118,550		-		0.75	%	to	2.60	%	-42.79	%	to	-41.83	%
2007	11,754		$	11.74	to	$	12.55	$	145,395		3.55	%	0.95	%	to	2.60	%	-9.70	%	to	-8.19	%
2006	5,601		$	12.93	to	$	13.67	$	76,113		(a)		0.95	%	to	2.60	%			(a)
ING Clarion Global Real Estate Portfolio - Service 2
Class
2010	214		$	10.37	to	$	10.77	$	2,264		8.28	%	1.40	%	to	2.20	%	13.21	%	to	14.09	%
2009	247		$	9.16	to	$	9.44	$	2,299		2.15	%	1.40	%	to	2.20	%	30.30	%	to	31.48	%
2008	239		$	7.03	to	$	7.18	$	1,695		-		1.40	%	to	2.20	%	-42.61	%	to	-42.19	%
2007	222		$	12.25	to	$	12.42	$	2,736		3.30	%	1.40	%	to	2.20	%	-9.46	%	to	-8.68	%
2006	133		$	13.53	to	$	13.60	$	1,807		(a)		1.40	%	to	2.20	%			(a)
ING Clarion Real Estate Portfolio - Service Class
2010	6,187		$	9.95	to	$	81.95	$	322,300		3.38	%	0.50	%	to	2.60	%	24.70	%	to	27.33	%
2009	7,573		$	7.94	to	$	64.36	$	307,226		3.51	%	0.50	%	to	2.60	%	32.26	%	to	35.21	%
2008	8,954		$	5.97	to	$	47.60	$	270,838		1.26	%	0.50	%	to	2.60	%	-40.10	%	to	-38.82	%
2007	11,227		$	9.92	to	$	77.80	$	578,834		1.18	%	0.50	%	to	2.60	%	-19.87	%	to	-18.16	%
2006	14,683		$	12.29	to	$	95.06	$	970,402		1.16	%	0.50	%	to	2.60	%	34.09	%	to	36.95	%
ING Clarion Real Estate Portfolio - Service 2 Class
2010	1,093		$	12.51	to	$	22.77	$	21,031		3.24	%	1.40	%	to	2.20	%	24.98	%	to	26.01	%
2009	1,228		$	10.01	to	$	18.07	$	18,836		3.33	%	1.40	%	to	2.20	%	32.76	%	to	33.80	%
2008	1,378		$	7.54	to	$	13.51	$	15,856		1.08	%	1.40	%	to	2.20	%	-39.97	%	to	-39.44	%
2007	1,592		$	12.56	to	$	22.31	$	30,569		1.05	%	1.40	%	to	2.20	%	-19.69	%	to	-19.02	%
2006	1,706		$	15.64	to	$	27.55	$	40,981		1.18	%	1.40	%	to	2.20	%	34.36	%	to	35.51	%
ING DFA World Equity Portfolio - Service Class
2010	25,962		$	8.36	to	$	9.62	$	222,454		1.62	%	0.75	%	to	2.60	%	22.04	%	to	23.81	%
2009	22,107		$	6.85	to	$	7.77	$	154,311		-		0.75	%	to	2.35	%	18.92	%	to	21.03	%
2008	22,447		$	5.76	to	$	6.42	$	130,749		2.64	%	0.75	%	to	2.35	%	-44.40	%	to	-43.67	%
2007	9,583		$	10.36	to	$	10.42	$	99,541		(b)		1.00	%	to	2.35	%			(b)
2006	(b)				(b)				(b)		(b)				(b)					(b)

246

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING FMR^SMDiversified Mid Cap Portfolio - Service
Class
2010	52,695		$	10.64	to	$	19.13	$	879,120		0.14	%	0.50	%	to	2.60	%	25.00	%	to	27.70	%
2009	57,858		$	8.48	to	$	14.98	$	766,006		0.46	%	0.50	%	to	2.60	%	35.66	%	to	38.45	%
2008	59,892		$	6.23	to	$	10.82	$	581,082		0.72	%	0.50	%	to	2.60	%	-40.75	%	to	-39.42	%
2007	65,165		$	12.21	to	$	17.86	$	1,061,996		0.15	%	0.50	%	to	2.60	%	11.47	%	to	13.53	%
2006	43,307		$	10.93	to	$	15.29	$	627,079		-		0.80	%	to	2.60	%	9.06	%	to	11.10	%
ING FMR^SMDiversified Mid Cap Portfolio - Service 2
Class
2010	1,862		$	14.55	to	$	22.57	$	37,335		0.04	%	1.40	%	to	2.20	%	25.32	%	to	26.37	%
2009	2,037		$	11.61	to	$	17.86	$	32,436		0.34	%	1.40	%	to	2.20	%	35.95	%	to	37.17	%
2008	2,176		$	8.54	to	$	13.02	$	25,387		0.38	%	1.40	%	to	2.20	%	-40.57	%	to	-40.14	%
2007	2,406		$	14.37	to	$	21.75	$	47,072		0.01	%	1.40	%	to	2.20	%	11.74	%	to	12.69	%
2006	2,079		$	12.86	to	$	19.30	$	36,090		-		1.40	%	to	2.20	%	9.35	%	to	10.22	%
ING Franklin Income Portfolio - Service Class
2010	40,859		$	10.06	to	$	11.46	$	448,938		5.17	%	0.95	%	to	2.60	%	10.00	%	to	11.87	%
2009	43,601		$	9.11	to	$	10.25	$	431,653		6.53	%	0.95	%	to	2.60	%	28.61	%	to	30.74	%
2008	37,779		$	7.10	to	$	7.84	$	288,417		3.41	%	0.95	%	to	2.60	%	-31.12	%	to	-29.89	%
2007	31,117		$	10.83	to	$	11.20	$	342,076		1.18	%	0.95	%	to	2.60	%	-0.09	%	to	1.64	%
2006	14,383		$	10.84	to	$	11.02	$	156,693		(a)		0.95	%	to	2.60	%			(a)
ING Franklin Income Portfolio - Service 2 Class
2010	822		$	10.69	to	$	11.11	$	8,983		4.58	%	1.40	%	to	2.20	%	10.32	%	to	11.21	%
2009	799		$	9.69	to	$	9.99	$	7,857		6.74	%	1.40	%	to	2.20	%	28.86	%	to	30.08	%
2008	770		$	7.52	to	$	7.68	$	5,852		3.40	%	1.40	%	to	2.20	%	-30.95	%	to	-30.43	%
2007	824		$	10.89	to	$	11.04	$	9,020		1.27	%	1.40	%	to	2.20	%	0.28	%	to	1.10	%
2006	268		$	10.86	to	$	10.92	$	2,916		(a)		1.40	%	to	2.20	%			(a)
ING Franklin Mutual Shares Portfolio - Service Class
2010	20,340		$	8.60	to	$	10.18	$	200,678		0.43	%	0.95	%	to	2.60	%	8.73	%	to	10.53	%
2009	20,839		$	7.89	to	$	9.21	$	187,539		0.13	%	0.95	%	to	2.60	%	23.25	%	to	25.34	%
2008	20,205		$	6.38	to	$	7.35	$	146,314		3.71	%	0.95	%	to	2.60	%	-39.44	%	to	-38.34	%
2007	16,820		$	11.79	to	$	11.92	$	199,485		(b)		0.95	%	to	2.60	%			(b)
2006	(b)				(b)				(b)		(b)				(b)					(b)

247

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Franklin Templeton Founding Strategy Portfolio -
Service Class
2010	100,997		$	8.17	to	$	9.68	$	857,015		2.48	%	0.75	%	to	2.60	%	7.93	%	to	9.88	%
2009	109,090		$	7.57	to	$	8.81	$	849,891		2.86	%	0.75	%	to	2.60	%	26.80	%	to	29.37	%
2008	112,503		$	5.97	to	$	6.81	$	684,019		0.13	%	0.75	%	to	2.60	%	-37.36	%	to	-36.31	%
2007	54,307		$	9.53	to	$	9.64	$	520,590		(b)		0.95	%	to	2.60	%			(b)
2006	(b)				(b)				(b)		(b)				(b)					(b)
ING Global Resources Portfolio - Service Class
2010	17,390		$	9.47	to	$	51.01	$	653,531		0.86	%	0.80	%	to	2.60	%	18.51	%	to	20.68	%
2009	22,047		$	7.96	to	$	42.27	$	692,061		0.33	%	0.80	%	to	2.60	%	33.93	%	to	36.40	%
2008	23,618		$	5.92	to	$	30.99	$	547,001		2.07	%	0.80	%	to	2.60	%	-42.56	%	to	-41.47	%
2007	20,069		$	14.96	to	$	52.95	$	828,047		0.01	%	0.80	%	to	2.60	%	29.83	%	to	32.18	%
2006	16,489		$	11.47	to	$	40.06	$	529,809		0.18	%	0.80	%	to	2.60	%	18.24	%	to	20.44	%
ING Global Resources Portfolio - Service 2 Class
2010	1,153		$	19.77	to	$	30.92	$	30,533		0.77	%	1.40	%	to	2.20	%	18.81	%	to	19.75	%
2009	1,285		$	16.64	to	$	25.82	$	28,489		0.04	%	1.40	%	to	2.20	%	34.19	%	to	35.32	%
2008	1,367		$	12.40	to	$	19.08	$	22,531		1.65	%	1.40	%	to	2.20	%	-42.38	%	to	-41.90	%
2007	1,436		$	21.52	to	$	32.84	$	41,169		-		1.40	%	to	2.20	%	30.19	%	to	31.20	%
2006	1,445		$	16.53	to	$	25.03	$	31,781		0.10	%	1.40	%	to	2.20	%	18.49	%	to	19.47	%
ING Janus Contrarian Portfolio - Service Class
2010	34,930		$	7.85	to	$	14.83	$	439,299		-		0.90	%	to	2.60	%	11.04	%	to	12.90	%
2009	40,957		$	6.93	to	$	13.14	$	460,273		0.58	%	0.90	%	to	2.60	%	32.81	%	to	35.22	%
2008	48,636		$	5.19	to	$	9.72	$	407,973		0.63	%	0.90	%	to	2.60	%	-50.31	%	to	-49.44	%
2007	46,762		$	14.17	to	$	19.24	$	784,615		-		0.90	%	to	2.60	%	17.74	%	to	19.78	%
2006	10,578		$	11.99	to	$	16.07	$	149,666		0.42	%	0.90	%	to	2.60	%	19.84	%	to	22.00	%
ING Janus Contrarian Portfolio - Service 2 Class
2010	1,332		$	12.12	to	$	20.43	$	22,486		-		1.40	%	to	2.20	%	11.29	%	to	12.19	%
2009	1,441		$	10.89	to	$	18.21	$	21,856		0.31	%	1.40	%	to	2.20	%	33.13	%	to	34.29	%
2008	1,646		$	8.18	to	$	13.56	$	18,745		0.42	%	1.40	%	to	2.20	%	-50.18	%	to	-49.78	%
2007	1,722		$	16.42	to	$	27.00	$	39,413		-		1.40	%	to	2.20	%	18.13	%	to	19.10	%
2006	370		$	13.90	to	$	22.67	$	7,234		0.34	%	1.40	%	to	2.20	%	20.14	%	to	21.10	%

248

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class
2010	28,787		$	9.68	to	$	26.50	$	657,788		0.49	%	0.75	%	to	2.60	%	17.13	%	to	19.44	%
2009	35,528		$	8.23	to	$	22.21	$	692,447		1.48	%	0.75	%	to	2.60	%	67.19	%	to	70.19	%
2008	35,629		$	4.91	to	$	13.05	$	414,868		2.61	%	0.75	%	to	2.60	%	-52.55	%	to	-51.67	%
2007	35,157		$	18.01	to	$	27.00	$	867,350		0.89	%	0.80	%	to	2.60	%	34.89	%	to	37.40	%
2006	27,668		$	13.29	to	$	19.65	$	502,767		0.50	%	0.80	%	to	2.60	%	32.26	%	to	34.68	%
ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class
2010	1,118		$	23.52	to	$	37.72	$	35,486		0.41	%	1.40	%	to	2.20	%	17.48	%	to	18.47	%
2009	1,238		$	20.02	to	$	31.84	$	33,336		1.14	%	1.40	%	to	2.20	%	67.53	%	to	68.91	%
2008	1,298		$	11.95	to	$	18.85	$	20,686		2.26	%	1.40	%	to	2.20	%	-52.41	%	to	-52.04	%
2007	1,430		$	25.11	to	$	39.30	$	47,813		0.89	%	1.40	%	to	2.20	%	35.15	%	to	36.32	%
2006	1,436		$	18.58	to	$	28.83	$	35,277		0.49	%	1.40	%	to	2.20	%	32.71	%	to	33.78	%
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class
2010	16,918		$	11.41	to	$	16.63	$	257,411		0.27	%	0.90	%	to	2.60	%	23.46	%	to	25.60	%
2009	12,649		$	9.20	to	$	13.24	$	153,523		0.41	%	0.90	%	to	2.60	%	23.95	%	to	26.22	%
2008	13,007		$	7.38	to	$	10.58	$	126,323		0.47	%	0.80	%	to	2.60	%	-31.75	%	to	-30.53	%
2007	16,728		$	10.76	to	$	15.37	$	236,387		0.13	%	0.80	%	to	2.60	%	-4.25	%	to	-2.50	%
2006	16,274		$	11.18	to	$	15.92	$	239,483		-		0.80	%	to	2.60	%	13.63	%	to	15.74	%
ING JPMorgan Small Cap Core Equity Portfolio -
Service 2 Class
2010	2,318		$	11.91	to	$	19.00	$	38,538		0.11	%	1.40	%	to	2.20	%	23.80	%	to	24.75	%
2009	2,557		$	9.62	to	$	15.23	$	34,226		0.22	%	1.40	%	to	2.20	%	24.29	%	to	25.35	%
2008	2,792		$	7.74	to	$	12.15	$	30,008		0.28	%	1.40	%	to	2.20	%	-31.56	%	to	-31.04	%
2007	3,257		$	11.31	to	$	17.62	$	50,959		-		1.40	%	to	2.20	%	-4.07	%	to	-3.24	%
2006	3,320		$	11.79	to	$	18.21	$	54,102		-		1.40	%	to	2.20	%	13.91	%	to	14.82	%
ING Large Cap Growth Portfolio - Service Class
2010	8,969		$	12.61	to	$	15.18	$	121,916		0.34	%	0.75	%	to	2.35	%	11.59	%	to	13.37	%
2009	7,714		$	11.30	to	$	13.39	$	93,436		0.43	%	0.75	%	to	2.35	%	39.16	%	to	41.39	%
2008	1,030		$	8.12	to	$	9.47	$	8,916		0.14	%	0.75	%	to	2.55	%	-29.38	%	to	-28.09	%
2007	701		$	11.48	to	$	13.17	$	8,527		0.08	%	0.75	%	to	2.55	%	8.85	%	to	10.77	%
2006	950		$	10.53	to	$	11.89	$	10,532		-		0.75	%	to	2.60	%	2.84	%	to	4.85	%

249

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Large Cap Growth Portfolio - Service 2 Class
2010	67		$	12.61	to	$	13.79	$	886		-		1.40	%	to	2.20	%	11.59	%	to	12.57	%
2009	74		$	11.30	to	$	12.25	$	879		-		1.40	%	to	2.20	%	38.99	%	to	40.16	%
2008	94		$	8.13	to	$	8.74	$	802		-		1.40	%	to	2.20	%	-29.18	%	to	-28.65	%
2007	109		$	11.48	to	$	12.25	$	1,301		-		1.40	%	to	2.20	%	9.02	%	to	9.87	%
2006	122		$	10.53	to	$	11.15	$	1,331		-		1.40	%	to	2.20	%	3.03	%	to	4.01	%
ING Limited Maturity Bond Portfolio - Service Class
2010	4,330		$	10.56	to	$	28.16	$	94,829		3.66	%	0.50	%	to	2.25	%	0.85	%	to	2.62	%
2009	5,258		$	10.44	to	$	27.44	$	113,748		4.79	%	0.50	%	to	2.25	%	4.76	%	to	6.65	%
2008	6,346		$	9.94	to	$	25.73	$	130,395		6.53	%	0.50	%	to	2.25	%	-2.48	%	to	-0.73	%
2007	8,412		$	10.17	to	$	25.92	$	176,466		1.99	%	0.50	%	to	2.25	%	3.35	%	to	5.24	%
2006	10,711		$	18.26	to	$	24.63	$	216,291		3.51	%	0.50	%	to	2.25	%	1.53	%	to	3.31	%
ING Liquid Assets Portfolio - Service Class
2010	70,785		$	9.60	to	$	19.26	$	1,063,594		-		0.75	%	to	2.60	%	-2.58	%	to	-0.77	%
2009	97,754		$	9.82	to	$	19.41	$	1,494,964		0.11	%	0.75	%	to	2.60	%	-2.33	%	to	-0.41	%
2008	150,409		$	10.01	to	$	19.49	$	2,331,467		2.26	%	0.75	%	to	2.60	%	-0.19	%	to	1.67	%
2007	68,096		$	10.32	to	$	19.17	$	1,050,018		4.98	%	0.75	%	to	2.60	%	2.18	%	to	4.18	%
2006	46,163		$	10.10	to	$	18.40	$	710,117		5.15	%	0.75	%	to	2.60	%	1.92	%	to	3.84	%
ING Liquid Assets Portfolio - Service 2 Class
2010	2,263		$	10.04	to	$	10.43	$	23,027		-		1.40	%	to	2.20	%	-2.13	%	to	-1.42	%
2009	3,118		$	10.23	to	$	10.58	$	32,318		0.06	%	1.40	%	to	2.20	%	-2.00	%	to	-1.12	%
2008	5,349		$	10.40	to	$	10.70	$	56,288		2.09	%	1.40	%	to	2.20	%	0.10	%	to	0.85	%
2007	2,311		$	10.36	to	$	10.64	$	24,213		4.67	%	1.40	%	to	2.20	%	2.44	%	to	3.31	%
2006	1,518		$	10.07	to	$	10.34	$	15,430		4.99	%	1.40	%	to	2.20	%	2.29	%	to	3.11	%
ING Lord Abbett Growth and Income Portfolio -
Service Class
2010	4,933		$	9.75	to	$	13.04	$	56,443		0.51	%	0.90	%	to	2.45	%	14.29	%	to	16.02	%
2009	5,806		$	8.46	to	$	11.24	$	57,701		0.69	%	0.90	%	to	2.45	%	15.79	%	to	17.78	%
2008	6,883		$	7.23	to	$	9.55	$	58,611		2.38	%	0.90	%	to	2.60	%	-38.24	%	to	-37.15	%
2007	8,922		$	11.58	to	$	15.21	$	122,006		1.66	%	0.90	%	to	2.60	%	1.44	%	to	3.19	%
2006	11,650		$	11.28	to	$	14.74	$	155,652		0.80	%	0.90	%	to	2.60	%	14.60	%	to	16.57	%

250

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Lord Abbett Growth and Income Portfolio -
Service 2 Class
2010	169		$	9.99	to	$	14.18	$	2,133		0.39	%	1.40	%	to	2.20	%	14.43	%	to	15.38	%
2009	181		$	8.73	to	$	12.29	$	1,991		0.57	%	1.40	%	to	2.20	%	15.94	%	to	16.94	%
2008	200		$	7.53	to	$	10.51	$	1,892		2.29	%	1.40	%	to	2.20	%	-38.02	%	to	-37.55	%
2007	225		$	12.15	to	$	16.83	$	3,428		1.63	%	1.40	%	to	2.20	%	1.76	%	to	2.56	%
2006	245		$	11.94	to	$	16.41	$	3,685		0.83	%	1.40	%	to	2.20	%	14.70	%	to	15.73	%
ING Marsico Growth Portfolio - Service Class
2010	31,986		$	9.26	to	$	18.46	$	502,962		0.52	%	0.80	%	to	2.60	%	16.68	%	to	18.87	%
2009	34,422		$	7.78	to	$	15.53	$	460,437		0.84	%	0.80	%	to	2.60	%	25.61	%	to	28.03	%
2008	37,553		$	6.17	to	$	12.13	$	397,436		0.52	%	0.80	%	to	2.60	%	-41.84	%	to	-40.80	%
2007	41,695		$	12.20	to	$	20.49	$	758,194		-		0.80	%	to	2.60	%	11.21	%	to	13.20	%
2006	44,891		$	10.86	to	$	18.69	$	732,265		-		0.50	%	to	2.60	%	2.22	%	to	4.41	%
ING Marsico Growth Portfolio - Service 2 Class
2010	1,351		$	10.57	to	$	15.52	$	18,769		0.40	%	1.40	%	to	2.20	%	16.92	%	to	17.93	%
2009	1,476		$	9.04	to	$	13.16	$	17,480		0.69	%	1.40	%	to	2.20	%	26.08	%	to	27.03	%
2008	1,535		$	7.17	to	$	10.36	$	14,277		0.32	%	1.40	%	to	2.20	%	-41.75	%	to	-41.24	%
2007	1,666		$	12.31	to	$	17.63	$	26,446		-		1.40	%	to	2.20	%	11.50	%	to	12.44	%
2006	1,736		$	11.04	to	$	15.68	$	24,784		-		1.40	%	to	2.20	%	2.51	%	to	3.29	%
ING Marsico International Opportunities Portfolio -
Service Class
2010	12,505		$	7.83	to	$	14.08	$	166,057		1.37	%	0.75	%	to	2.60	%	10.86	%	to	12.93	%
2009	14,798		$	7.04	to	$	12.48	$	175,866		1.22	%	0.75	%	to	2.60	%	33.99	%	to	36.62	%
2008	18,200		$	5.23	to	$	9.16	$	160,191		1.13	%	0.75	%	to	2.60	%	-50.83	%	to	-49.95	%
2007	16,499		$	14.26	to	$	18.30	$	294,956		0.87	%	0.90	%	to	2.60	%	17.41	%	to	19.53	%
2006	11,871		$	12.08	to	$	15.31	$	179,220		0.03	%	0.90	%	to	2.60	%	20.78	%	to	22.89	%
ING MFS Total Return Portfolio - Service Class
2010	31,007		$	9.66	to	$	31.11	$	742,863		0.45	%	0.50	%	to	2.60	%	7.07	%	to	9.27	%
2009	35,805		$	8.98	to	$	28.47	$	797,586		2.44	%	0.50	%	to	2.60	%	14.78	%	to	17.31	%
2008	38,189		$	7.77	to	$	24.27	$	740,739		5.93	%	0.50	%	to	2.60	%	-24.37	%	to	-22.73	%
2007	43,202		$	10.21	to	$	31.41	$	1,114,781		2.83	%	0.50	%	to	2.60	%	1.28	%	to	3.49	%
2006	48,171		$	11.08	to	$	30.35	$	1,227,770		2.28	%	0.50	%	to	2.60	%	9.10	%	to	11.38	%

251

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING MFS Total Return Portfolio - Service 2 Class
2010	2,737		$	10.56	to	$	13.84	$	34,511		0.44	%	1.40	%	to	2.20	%	7.32	%	to	8.12	%
2009	2,933		$	9.84	to	$	12.80	$	34,335		2.28	%	1.40	%	to	2.20	%	15.09	%	to	16.05	%
2008	3,225		$	8.55	to	$	11.03	$	32,705		5.67	%	1.40	%	to	2.20	%	-24.13	%	to	-23.51	%
2007	3,710		$	11.27	to	$	14.42	$	49,366		2.89	%	1.40	%	to	2.20	%	1.53	%	to	2.35	%
2006	4,025		$	11.10	to	$	14.09	$	52,787		2.19	%	1.40	%	to	2.20	%	9.36	%	to	10.25	%
ING MFS Utilities Portfolio - Service Class
2010	26,755		$	8.94	to	$	17.13	$	431,592		2.55	%	0.75	%	to	2.60	%	10.77	%	to	12.77	%
2009	28,774		$	8.04	to	$	15.20	$	416,638		5.29	%	0.75	%	to	2.60	%	29.34	%	to	31.87	%
2008	31,245		$	6.19	to	$	11.55	$	347,825		3.74	%	0.75	%	to	2.60	%	-39.34	%	to	-38.27	%
2007	27,331		$	15.42	to	$	18.71	$	499,704		0.74	%	0.80	%	to	2.60	%	24.10	%	to	26.38	%
2006	18,136		$	12.35	to	$	14.82	$	264,982		0.08	%	0.80	%	to	2.60	%	27.43	%	to	29.83	%
ING Morgan Stanley Global Franchise Portfolio -
Service Class
2010	19,799		$	9.98	to	$	18.25	$	326,147		0.41	%	0.90	%	to	2.60	%	10.90	%	to	12.86	%
2009	18,516		$	8.96	to	$	16.29	$	272,604		6.66	%	0.80	%	to	2.60	%	25.54	%	to	27.86	%
2008	18,444		$	7.11	to	$	12.74	$	215,647		1.99	%	0.80	%	to	2.60	%	-30.39	%	to	-29.14	%
2007	20,324		$	12.28	to	$	17.98	$	339,631		-		0.80	%	to	2.60	%	6.81	%	to	8.84	%
2006	19,786		$	11.43	to	$	16.52	$	308,178		1.62	%	0.80	%	to	2.60	%	18.18	%	to	20.32	%
ING Morgan Stanley Global Franchise Portfolio -
Service 2 Class
2010	3,747		$	13.76	to	$	18.57	$	62,764		0.30	%	1.40	%	to	2.20	%	11.33	%	to	12.27	%
2009	4,059		$	12.36	to	$	16.54	$	60,900		6.66	%	1.40	%	to	2.20	%	25.74	%	to	26.74	%
2008	4,476		$	9.83	to	$	13.05	$	53,281		1.77	%	1.40	%	to	2.20	%	-30.23	%	to	-29.65	%
2007	5,104		$	14.09	to	$	18.55	$	86,794		-		1.40	%	to	2.20	%	7.15	%	to	8.04	%
2006	5,309		$	13.15	to	$	17.17	$	84,046		1.67	%	1.40	%	to	2.20	%	18.47	%	to	19.44	%
ING Morgan Stanley Global Tactical Asset Allocation
Portfolio - Service Class
2010	6,495		$	10.16	to	$	12.98	$	67,104		1.10	%	0.95	%	to	2.35	%	5.07	%	to	6.66	%
2009	4,278		$	9.67	to	$	12.17	$	41,756		3.07	%	0.95	%	to	2.35	%	13.22	%	to	14.45	%
2008	318		$	8.54	to	$	8.58	$	2,725		(c)		1.15	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)

252

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Oppenheimer Active Allocation Portfolio -
Service Class
2010	5,040		$	11.71	to	$	14.66	$	60,023		1.62	%	0.95	%	to	2.35	%	11.40	%	to	12.94	%
2009	2,217		$	10.51	to	$	12.98	$	23,532		1.10	%	0.95	%	to	2.35	%	24.97	%	to	26.39	%
2008	412		$	8.41	to	$	8.45	$	3,471		(c)		1.15	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING PIMCO High Yield Portfolio - Service Class
2010	34,750		$	12.41	to	$	16.33	$	519,986		7.27	%	0.50	%	to	2.60	%	11.31	%	to	13.64	%
2009	29,928		$	11.24	to	$	14.47	$	400,025		8.29	%	0.50	%	to	2.60	%	45.49	%	to	48.60	%
2008	35,884		$	7.65	to	$	9.76	$	326,164		8.81	%	0.50	%	to	2.60	%	-24.50	%	to	-22.89	%
2007	48,061		$	10.74	to	$	12.70	$	574,507		6.90	%	0.50	%	to	2.60	%	0.17	%	to	2.37	%
2006	54,855		$	10.86	to	$	12.45	$	649,202		6.60	%	0.50	%	to	2.60	%	6.14	%	to	8.41	%
ING PIMCO Total Return Bond Portfolio - Service
Class
2010	174,530		$	11.75	to	$	20.76	$	2,995,230		4.93	%	0.75	%	to	2.60	%	4.96	%	to	6.90	%
2009	184,659		$	11.14	to	$	19.42	$	2,982,070		4.08	%	0.75	%	to	2.60	%	11.41	%	to	13.57	%
2008	146,635		$	10.05	to	$	17.10	$	2,112,274		3.67	%	0.75	%	to	2.60	%	1.54	%	to	3.45	%
2007	67,225		$	10.85	to	$	16.53	$	963,329		2.80	%	0.75	%	to	2.60	%	6.15	%	to	8.18	%
2006	46,467		$	10.19	to	$	15.28	$	629,159		2.44	%	0.75	%	to	2.60	%	1.66	%	to	3.54	%
ING PIMCO Total Return Bond Portfolio - Service 2
Class
2010	5,170		$	12.97	to	$	14.89	$	73,254		4.52	%	1.40	%	to	2.20	%	5.19	%	to	6.05	%
2009	5,514		$	12.33	to	$	14.04	$	73,887		3.66	%	1.40	%	to	2.20	%	11.79	%	to	12.68	%
2008	5,145		$	11.03	to	$	12.46	$	61,403		3.17	%	1.40	%	to	2.20	%	1.66	%	to	2.64	%
2007	4,084		$	10.85	to	$	12.14	$	47,659		3.23	%	1.40	%	to	2.20	%	6.37	%	to	7.24	%
2006	3,836		$	10.20	to	$	11.32	$	41,970		2.47	%	1.40	%	to	2.20	%	2.00	%	to	2.82	%
ING Pioneer Fund Portfolio - Service Class
2010	5,005		$	9.61	to	$	12.23	$	57,938		1.02	%	0.75	%	to	2.60	%	12.94	%	to	14.94	%
2009	5,109		$	8.39	to	$	10.64	$	51,948		1.15	%	0.75	%	to	2.60	%	20.84	%	to	23.29	%
2008	5,490		$	6.83	to	$	8.63	$	45,727		2.81	%	0.75	%	to	2.60	%	-36.39	%	to	-35.26	%
2007	6,910		$	11.59	to	$	13.33	$	89,772		1.01	%	0.75	%	to	2.60	%	2.26	%	to	4.30	%
2006	7,815		$	12.39	to	$	12.78	$	98,275		-		0.75	%	to	2.60	%	13.77	%	to	15.87	%

253

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Pioneer Mid Cap Value Portfolio - Service Class
2010	49,052		$	9.86	to	$	12.33	$	572,449		0.83	%	0.75	%	to	2.60	%	14.92	%	to	16.99	%
2009	56,025		$	8.41	to	$	10.54	$	563,986		1.19	%	0.75	%	to	2.60	%	21.84	%	to	24.29	%
2008	60,375		$	6.88	to	$	8.48	$	494,199		1.66	%	0.75	%	to	2.60	%	-34.81	%	to	-33.65	%
2007	52,138		$	11.64	to	$	12.78	$	648,885		0.53	%	0.75	%	to	2.60	%	2.70	%	to	4.75	%
2006	52,297		$	11.19	to	$	12.20	$	627,662		0.19	%	0.75	%	to	2.60	%	9.44	%	to	11.52	%
ING Retirement Conservative Portfolio - Adviser
Class
2010	53,453		$	8.74	to	$	8.89	$	470,803		0.25	%	0.95	%	to	2.35	%	5.30	%	to	6.85	%
2009	48,192		$	8.30	to	$	8.32	$	400,422		(d)		0.95	%	to	2.35	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Retirement Growth Portfolio - Adviser Class
2010	449,035		$	10.16	to	$	10.37	$	4,611,727		0.37	%	0.95	%	to	2.60	%	8.66	%	to	10.55	%
2009	484,226		$	9.35	to	$	9.38	$	4,534,412		(d)		0.95	%	to	2.60	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Retirement Moderate Growth Portfolio - Adviser
Class
2010	303,412		$	10.39	to	$	10.60	$	3,185,520		0.47	%	0.95	%	to	2.60	%	8.12	%	to	9.96	%
2009	322,936		$	9.61	to	$	9.64	$	3,108,225		(d)		0.95	%	to	2.60	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Retirement Moderate Portfolio - Adviser Class
2010	171,842		$	10.49	to	$	10.71	$	1,823,032		0.56	%	0.95	%	to	2.60	%	6.61	%	to	8.51	%
2009	186,216		$	9.84	to	$	9.87	$	1,834,949		(d)		0.95	%	to	2.60	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)

254

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING T. Rowe Price Capital Appreciation Portfolio -
Service Class
2010	73,279		$	10.56	to	$	59.06	$	2,636,403		1.59	%	0.75	%	to	2.60	%	11.01	%	to	13.15	%
2009	75,826		$	9.45	to	$	52.21	$	2,513,348		1.88	%	0.75	%	to	2.60	%	29.86	%	to	32.33	%
2008	75,307		$	7.26	to	$	39.50	$	1,962,032		4.41	%	0.75	%	to	2.60	%	-29.40	%	to	-28.10	%
2007	70,829		$	10.22	to	$	54.94	$	2,706,874		1.81	%	0.80	%	to	2.60	%	1.64	%	to	3.56	%
2006	65,649		$	11.17	to	$	53.05	$	2,587,523		1.18	%	0.80	%	to	2.60	%	11.64	%	to	13.72	%
ING T. Rowe Price Capital Appreciation Portfolio -
Service 2 Class
2010	5,094		$	12.49	to	$	18.32	$	83,486		1.42	%	1.40	%	to	2.20	%	11.32	%	to	12.32	%
2009	5,711		$	11.22	to	$	16.31	$	83,348		1.69	%	1.40	%	to	2.20	%	30.16	%	to	31.11	%
2008	6,234		$	8.62	to	$	12.44	$	69,529		3.87	%	1.40	%	to	2.20	%	-29.23	%	to	-28.63	%
2007	7,127		$	12.18	to	$	17.43	$	111,811		1.70	%	1.40	%	to	2.20	%	1.92	%	to	2.77	%
2006	7,567		$	11.95	to	$	16.96	$	115,607		1.16	%	1.40	%	to	2.20	%	12.00	%	to	12.92	%
ING T. Rowe Price Equity Income Portfolio - Service
Class
2010	26,314		$	9.23	to	$	37.74	$	685,068		1.57	%	0.50	%	to	2.60	%	11.93	%	to	14.40	%
2009	28,154		$	8.17	to	$	32.99	$	652,560		1.66	%	0.50	%	to	2.60	%	21.80	%	to	24.35	%
2008	28,972		$	6.65	to	$	26.53	$	553,960		4.20	%	0.50	%	to	2.60	%	-37.39	%	to	-36.01	%
2007	30,810		$	11.55	to	$	41.46	$	945,504		1.39	%	0.50	%	to	2.60	%	0.39	%	to	2.52	%
2006	33,077		$	12.03	to	$	40.44	$	1,025,488		1.30	%	0.50	%	to	2.60	%	15.98	%	to	18.52	%
ING T. Rowe Price Equity Income Portfolio - Service 2
Class
2010	1,773		$	10.41	to	$	14.70	$	23,922		1.49	%	1.40	%	to	2.20	%	12.18	%	to	13.16	%
2009	1,880		$	9.28	to	$	12.99	$	22,439		1.53	%	1.40	%	to	2.20	%	22.06	%	to	23.01	%
2008	2,064		$	7.60	to	$	10.56	$	20,160		3.93	%	1.40	%	to	2.20	%	-37.24	%	to	-36.69	%
2007	2,243		$	12.11	to	$	16.68	$	34,714		1.32	%	1.40	%	to	2.20	%	0.67	%	to	1.52	%
2006	2,374		$	12.03	to	$	16.43	$	36,444		1.32	%	1.40	%	to	2.20	%	16.34	%	to	17.27	%
ING Templeton Global Growth Portfolio - Service
Class
2010	14,785		$	8.35	to	$	24.57	$	286,405		1.43	%	0.80	%	to	2.60	%	4.99	%	to	6.87	%
2009	16,283		$	7.93	to	$	22.99	$	299,463		2.07	%	0.80	%	to	2.60	%	28.88	%	to	31.22	%
2008	16,433		$	6.13	to	$	17.52	$	234,440		1.02	%	0.80	%	to	2.60	%	-41.26	%	to	-40.14	%
2007	18,291		$	11.69	to	$	30.60	$	448,072		1.03	%	0.50	%	to	2.60	%	-0.30	%	to	1.90	%
2006	18,750		$	11.67	to	$	30.03	$	466,167		0.89	%	0.50	%	to	2.60	%	19.00	%	to	21.33	%

255

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Templeton Global Growth Portfolio - Service 2
Class
2010	332		$	10.49	to	$	16.14	$	4,732		1.36	%	1.40	%	to	2.20	%	5.22	%	to	6.04	%
2009	346		$	9.97	to	$	15.22	$	4,691		1.95	%	1.40	%	to	2.20	%	29.15	%	to	30.20	%
2008	357		$	7.72	to	$	11.69	$	3,738		0.71	%	1.40	%	to	2.20	%	-41.07	%	to	-40.60	%
2007	464		$	13.10	to	$	19.68	$	8,169		0.90	%	1.40	%	to	2.20	%	0.00	%	to	0.87	%
2006	481		$	13.10	to	$	19.51	$	8,479		0.84	%	1.40	%	to	2.20	%	19.09	%	to	20.06	%
ING Van Kampen Growth and Income Portfolio -
Service Class
2010	17,670		$	9.21	to	$	34.28	$	460,426		0.24	%	0.50	%	to	2.60	%	9.59	%	to	11.92	%
2009	20,388		$	8.35	to	$	30.63	$	482,174		1.23	%	0.50	%	to	2.60	%	20.71	%	to	23.31	%
2008	21,955		$	6.85	to	$	24.84	$	428,956		3.75	%	0.50	%	to	2.60	%	-34.00	%	to	-32.55	%
2007	24,948		$	11.42	to	$	36.83	$	739,205		1.52	%	0.50	%	to	2.60	%	-0.08	%	to	2.08	%
2006	28,474		$	11.39	to	$	36.08	$	851,385		1.15	%	0.50	%	to	2.60	%	13.07	%	to	15.42	%
ING Van Kampen Growth and Income Portfolio -
Service 2 Class
2010	3,710		$	10.95	to	$	15.61	$	52,570		0.24	%	1.40	%	to	2.20	%	9.83	%	to	10.79	%
2009	3,999		$	9.97	to	$	14.09	$	51,349		1.11	%	1.40	%	to	2.20	%	21.14	%	to	21.99	%
2008	4,227		$	8.23	to	$	11.55	$	44,662		3.49	%	1.40	%	to	2.20	%	-33.84	%	to	-33.24	%
2007	4,845		$	12.44	to	$	17.30	$	77,095		1.37	%	1.40	%	to	2.20	%	0.16	%	to	0.99	%
2006	5,087		$	12.42	to	$	17.13	$	80,594		1.05	%	1.40	%	to	2.20	%	13.32	%	to	14.20	%
ING Wells Fargo HealthCare Portfolio - Service Class
2010	15,039		$	8.72	to	$	11.78	$	167,211		-		0.90	%	to	2.60	%	4.17	%	to	6.05	%
2009	16,988		$	8.19	to	$	11.11	$	179,816		-		0.90	%	to	2.60	%	16.96	%	to	19.08	%
2008	18,362		$	6.98	to	$	9.33	$	164,749		0.14	%	0.90	%	to	2.60	%	-30.52	%	to	-29.35	%
2007	16,047		$	11.93	to	$	13.21	$	205,635		0.13	%	0.80	%	to	2.60	%	5.72	%	to	7.68	%
2006	16,005		$	11.22	to	$	12.28	$	192,226		-		0.80	%	to	2.60	%	10.88	%	to	12.96	%
ING Diversified International Fund - Class R
2010	19		$	9.15	to	$	9.39	$	178		0.52	%	0.75	%	to	1.35	%	9.84	%	to	10.47	%
2009	24		$	8.33	to	$	8.50	$	203		0.52	%	0.75	%	to	1.35	%	32.85	%	to	33.86	%
2008	29		$	6.27	to	$	6.35	$	182		7.24	%	0.75	%	to	1.35	%	-46.77	%	to	-46.46	%
2007	34		$	11.78	to	$	11.86	$	398		2.53	%	0.75	%	to	1.35	%	10.40	%	to	10.67	%
2006	7		$	10.67	to	$	10.68	$	76		(a)		1.00	%	to	1.35	%			(a)

256

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING American Century Small-Mid Cap Value
Portfolio - Service Class
2010	157		$	17.90	to	$	19.66	$	3,047		1.06	%	0.75	%	to	1.35	%	20.36	%	to	21.06	%
2009	127		$	14.83	to	$	16.27	$	2,051		2.20	%	0.75	%	to	1.35	%	33.81	%	to	34.63	%
2008	34		$	11.17	to	$	12.12	$	404		0.87	%	0.75	%	to	1.35	%	-27.54	%	to	-27.11	%
2007	32		$	15.35	to	$	16.66	$	519		0.53	%	0.75	%	to	1.35	%	-4.20	%	to	-3.60	%
2006	36		$	15.96	to	$	17.34	$	611		0.02	%	0.75	%	to	1.35	%	13.90	%	to	14.58	%
ING Baron Small Cap Growth Portfolio - Service Class
2010	27,327		$	10.09	to	$	18.49	$	342,203		-		0.75	%	to	2.60	%	23.17	%	to	25.61	%
2009	28,614		$	8.16	to	$	14.72	$	288,247		-		0.75	%	to	2.60	%	31.77	%	to	34.18	%
2008	23,371		$	6.17	to	$	10.97	$	177,288		-		0.75	%	to	2.60	%	-42.81	%	to	-41.71	%
2007	18,283		$	11.41	to	$	18.82	$	240,630		-		0.75	%	to	2.60	%	3.35	%	to	5.32	%
2006	11,736		$	11.00	to	$	17.87	$	147,898		-		0.75	%	to	2.60	%	12.27	%	to	14.40	%
ING Columbia Small Cap Value Portfolio - Service
Class
2010	15,497		$	9.52	to	$	11.27	$	153,917		1.16	%	0.95	%	to	2.60	%	22.05	%	to	24.12	%
2009	19,380		$	7.80	to	$	9.08	$	156,330		1.23	%	0.95	%	to	2.60	%	21.50	%	to	23.51	%
2008	20,680		$	6.42	to	$	7.36	$	136,090		0.10	%	0.95	%	to	2.60	%	-35.80	%	to	-34.69	%
2007	14,188		$	10.00	to	$	11.27	$	144,098		0.12	%	0.95	%	to	2.60	%	0.30	%	to	2.08	%
2006	7,129		$	9.97	to	$	11.06	$	71,511		(a)		0.95	%	to	2.60	%			(a)
ING Davis New York Venture Portfolio - Service
Class
2010	30,184		$	8.85	to	$	13.23	$	291,613		0.41	%	0.75	%	to	2.60	%	9.11	%	to	11.26	%
2009	30,411		$	8.08	to	$	11.93	$	266,995		0.67	%	0.75	%	to	2.60	%	28.14	%	to	30.66	%
2008	27,384		$	6.28	to	$	9.15	$	185,900		0.86	%	0.75	%	to	2.60	%	-40.84	%	to	-39.67	%
2007	16,069		$	11.14	to	$	15.21	$	182,872		0.26	%	0.75	%	to	2.60	%	1.46	%	to	3.31	%
2006	8,295		$	10.98	to	$	14.75	$	92,112		0.01	%	0.75	%	to	2.60	%	11.41	%	to	13.07	%
ING JPMorgan Mid Cap Value Portfolio - Service
Class
2010	9,712		$	10.11	to	$	18.18	$	121,321		0.90	%	0.75	%	to	2.45	%	19.98	%	to	22.01	%
2009	6,384		$	8.42	to	$	14.90	$	67,915		1.46	%	0.75	%	to	2.55	%	22.50	%	to	24.69	%
2008	3,989		$	6.86	to	$	11.95	$	35,664		2.75	%	0.75	%	to	2.55	%	-34.77	%	to	-33.54	%
2007	1,393		$	13.50	to	$	17.98	$	23,165		0.56	%	0.75	%	to	2.60	%	-0.37	%	to	1.58	%
2006	1,576		$	13.55	to	$	17.70	$	25,829		-		0.75	%	to	2.60	%	13.48	%	to	15.61	%

257

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Legg Mason ClearBridge Aggressive Growth
Portfolio - Service Class
2010	7,793		$	9.94	to	$	13.22	$	96,230		-		0.75	%	to	2.45	%	21.09	%	to	23.21	%
2009	8,824		$	8.14	to	$	10.75	$	89,393		-		0.75	%	to	2.55	%	28.61	%	to	30.90	%
2008	10,153		$	6.28	to	$	8.23	$	79,359		-		0.75	%	to	2.55	%	-40.88	%	to	-39.75	%
2007	11,590		$	10.62	to	$	13.69	$	152,199		-		0.75	%	to	2.60	%	-4.49	%	to	-2.68	%
2006	12,234		$	11.97	to	$	14.09	$	166,845		-		0.75	%	to	2.60	%	7.21	%	to	9.18	%
ING Oppenheimer Global Portfolio - Initial Class
2010	492		$	13.07	to	$	14.12	$	6,776		1.56	%	0.75	%	to	2.10	%	13.65	%	to	15.17	%
2009	618		$	11.50	to	$	12.26	$	7,415		2.34	%	0.75	%	to	2.10	%	36.74	%	to	38.53	%
2008	762		$	8.38	to	$	8.85	$	6,611		2.25	%	0.75	%	to	2.20	%	-41.64	%	to	-40.76	%
2007	972		$	14.20	to	$	14.94	$	14,307		1.09	%	0.75	%	to	2.60	%	3.80	%	to	5.81	%
2006	1,210		$	13.68	to	$	14.12	$	16,934		0.07	%	0.75	%	to	2.60	%	14.95	%	to	17.08	%
ING Oppenheimer Global Portfolio - Service Class
2010	8,943		$	9.62	to	$	17.35	$	124,699		1.37	%	0.75	%	to	2.60	%	12.82	%	to	14.95	%
2009	10,171		$	8.44	to	$	15.14	$	124,376		2.14	%	0.75	%	to	2.60	%	35.73	%	to	38.33	%
2008	11,877		$	6.16	to	$	10.97	$	105,333		2.45	%	0.75	%	to	2.60	%	-42.04	%	to	-40.94	%
2007	10,498		$	12.05	to	$	18.62	$	160,036		0.96	%	0.75	%	to	2.60	%	3.55	%	to	5.56	%
2006	7,433		$	11.61	to	$	17.69	$	108,798		0.07	%	0.75	%	to	2.60	%	14.56	%	to	16.69	%
ING Oppenheimer Global Strategic Income Portfolio -
Service Class
2010	721		$	13.07	to	$	13.53	$	9,633		3.10	%	0.75	%	to	1.35	%	13.95	%	to	14.66	%
2009	732		$	11.47	to	$	11.80	$	8,547		3.29	%	0.75	%	to	1.35	%	19.73	%	to	20.41	%
2008	914		$	9.58	to	$	9.80	$	8,886		6.50	%	0.75	%	to	1.35	%	-16.91	%	to	-16.38	%
2007	862		$	11.53	to	$	11.72	$	10,045		4.43	%	0.75	%	to	1.35	%	7.16	%	to	7.82	%
2006	384		$	10.76	to	$	10.87	$	4,165		0.12	%	0.75	%	to	1.35	%	6.75	%	to	7.41	%
ING PIMCO Total Return Portfolio - Service Class
2010	556		$	13.61	to	$	15.44	$	7,923		3.19	%	0.75	%	to	1.35	%	6.16	%	to	6.78	%
2009	718		$	12.82	to	$	14.46	$	9,629		3.45	%	0.75	%	to	1.35	%	11.09	%	to	11.75	%
2008	713		$	11.54	to	$	12.94	$	8,589		5.66	%	0.75	%	to	1.35	%	-1.54	%	to	-0.92	%
2007	386		$	11.72	to	$	13.06	$	4,744		3.24	%	0.75	%	to	1.35	%	7.92	%	to	8.56	%
2006	259		$	10.86	to	$	12.03	$	2,982		1.65	%	0.75	%	to	1.35	%	2.55	%	to	3.26	%

258

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Solution 2015 Portfolio - Service Class
2010	1,520		$	11.50	to	$	11.90	$	17,776		2.21	%	0.75	%	to	1.35	%	9.73	%	to	10.39	%
2009	1,596		$	10.48	to	$	10.78	$	16,960		3.91	%	0.75	%	to	1.35	%	20.74	%	to	21.40	%
2008	1,280		$	8.68	to	$	8.88	$	11,249		1.89	%	0.75	%	to	1.35	%	-27.91	%	to	-27.39	%
2007	766		$	12.04	to	$	12.23	$	9,290		0.51	%	0.75	%	to	1.35	%	3.26	%	to	3.82	%
2006	278		$	11.66	to	$	11.78	$	3,262		0.13	%	0.75	%	to	1.35	%	9.54	%	to	9.89	%
ING Solution 2025 Portfolio - Service Class
2010	1,598		$	11.36	to	$	11.75	$	18,481		1.57	%	0.75	%	to	1.35	%	12.25	%	to	12.87	%
2009	1,640		$	10.12	to	$	10.41	$	16,849		3.52	%	0.75	%	to	1.35	%	24.17	%	to	24.82	%
2008	1,108		$	8.15	to	$	8.34	$	9,138		1.46	%	0.75	%	to	1.35	%	-34.80	%	to	-34.33	%
2007	516		$	12.50	to	$	12.70	$	6,508		0.38	%	0.75	%	to	1.35	%	3.22	%	to	3.84	%
2006	207		$	12.11	to	$	12.23	$	2,527		0.07	%	0.75	%	to	1.35	%	11.79				%
ING Solution 2035 Portfolio - Service Class
2010	955		$	11.50	to	$	11.90	$	11,158		1.23	%	0.75	%	to	1.35	%	12.97	%	to	13.66	%
2009	1,070		$	10.18	to	$	10.47	$	11,035		2.91	%	0.75	%	to	1.35	%	26.62	%	to	27.37	%
2008	980		$	8.04	to	$	8.22	$	7,954		1.64	%	0.75	%	to	1.35	%	-37.82	%	to	-37.44	%
2007	595		$	12.93	to	$	13.14	$	7,753		0.41	%	0.75	%	to	1.35	%	3.86	%	to	4.45	%
2006	126		$	12.45	to	$	12.58	$	1,583		0.10	%	0.75	%	to	1.35	%	13.00	%	to	13.33	%
ING Solution 2045 Portfolio - Service Class
2010	109		$	11.52	to	$	11.92	$	1,270		0.90	%	0.75	%	to	1.35	%	13.61	%	to	14.29	%
2009	135		$	10.14	to	$	10.43	$	1,384		2.15	%	0.75	%	to	1.35	%	28.03	%	to	28.77	%
2008	153		$	7.92	to	$	8.10	$	1,225		1.36	%	0.75	%	to	1.35	%	-40.67	%	to	-40.27	%
2007	84		$	13.35	to	$	13.56	$	1,135		0.14	%	0.75	%	to	1.35	%	4.52	%	to	4.95	%
2006	24		$	12.82	to	$	12.92	$	312		-		0.75	%	to	1.20	%	13.91				%
ING Solution Income Portfolio - Service Class
2010	574		$	11.63	to	$	12.04	$	6,790		3.21	%	0.75	%	to	1.35	%	8.09	%	to	8.76	%
2009	635		$	10.76	to	$	11.07	$	6,919		5.25	%	0.75	%	to	1.35	%	15.57	%	to	16.28	%
2008	581		$	9.31	to	$	9.52	$	5,469		2.11	%	0.75	%	to	1.35	%	-17.76	%	to	-17.22	%
2007	408		$	11.32	to	$	11.50	$	4,657		0.65	%	0.75	%	to	1.35	%	4.03	%	to	4.36	%
2006	52		$	10.93	to	$	11.02	$	566		(a)		0.75	%	to	1.20	%			(a)

259

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING T. Rowe Price Diversified Mid Cap Growth
Portfolio - Service Class
2010	694		$	13.99	to	$	17.34	$	11,833		0.07	%	0.75	%	to	1.35	%	26.40	%	to	27.20	%
2009	680		$	11.04	to	$	13.67	$	9,112		0.31	%	0.75	%	to	1.35	%	44.07	%	to	44.90	%
2008	339		$	7.65	to	$	9.46	$	3,090		0.06	%	0.75	%	to	1.35	%	-44.03	%	to	-43.68	%
2007	204		$	13.63	to	$	16.84	$	3,215		-		0.75	%	to	1.35	%	11.42	%	to	12.17	%
2006	152		$	12.20	to	$	15.06	$	2,030		-		0.75	%	to	1.35	%	7.51	%	to	8.10	%
ING T. Rowe Price Growth Equity Portfolio - Service
Class
2010	11,556		$	8.93	to	$	14.81	$	108,925		0.03	%	0.75	%	to	2.60	%	13.47	%	to	15.78	%
2009	11,877		$	7.87	to	$	12.83	$	97,640		0.01	%	0.75	%	to	2.60	%	39.05	%	to	41.41	%
2008	5,066		$	5.66	to	$	9.09	$	30,425		1.09	%	0.75	%	to	2.60	%	-43.72	%	to	-42.73	%
2007	3,334		$	10.10	to	$	15.93	$	35,823		0.14	%	0.75	%	to	2.45	%	8.14	%	to	8.79	%
2006	320		$	12.30	to	$	14.68	$	4,288		-		0.75	%	to	1.35	%	11.54	%	to	12.19	%
ING Templeton Foreign Equity Portfolio - Service
Class
2010	25,636		$	8.22	to	$	11.25	$	260,443		2.06	%	0.75	%	to	2.60	%	5.73	%	to	7.77	%
2009	25,327		$	7.67	to	$	10.46	$	241,228		-		0.75	%	to	2.60	%	28.47	%	to	31.00	%
2008	21,711		$	5.97	to	$	8.02	$	159,726		3.32	%	0.75	%	to	2.60	%	-42.17	%	to	-41.17	%
2007	8,749		$	12.45	to	$	13.64	$	110,579		1.24	%	0.95	%	to	2.60	%	12.26	%	to	14.14	%
2006	2,262		$	11.09	to	$	11.95	$	25,226		(a)		0.95	%	to	2.60	%			(a)
ING Thornburg Value Portfolio - Initial Class
2010	138		$	9.29	to	$	13.71	$	1,384		1.47	%	0.95	%	to	2.10	%	8.98	%	to	10.36	%
2009	163		$	8.51	to	$	12.46	$	1,479		1.12	%	0.95	%	to	2.10	%	41.78	%	to	43.50	%
2008	188		$	5.99	to	$	8.72	$	1,193		0.52	%	0.95	%	to	2.10	%	-41.01	%	to	-40.35	%
2007	247		$	10.15	to	$	14.66	$	2,633		0.44	%	0.95	%	to	2.10	%	4.98	%	to	6.18	%
2006	331		$	9.34	to	$	13.84	$	3,324		0.48	%	0.95	%	to	2.55	%	13.90	%	to	15.78	%
ING Thornburg Value Portfolio - Service Class
2010	690		$	10.66	to	$	14.43	$	8,281		1.41	%	0.75	%	to	2.35	%	8.55	%	to	10.24	%
2009	718		$	9.82	to	$	13.11	$	7,716		0.79	%	0.75	%	to	2.35	%	40.89	%	to	43.36	%
2008	679		$	6.97	to	$	9.18	$	4,948		0.10	%	0.75	%	to	2.35	%	-41.30	%	to	-40.37	%
2007	1,107		$	11.74	to	$	15.42	$	13,460		0.75	%	0.75	%	to	2.35	%	4.49	%	to	6.20	%
2006	592		$	11.09	to	$	14.56	$	6,794		0.02	%	0.75	%	to	2.35	%	15.13	%	to	15.68	%

260

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING UBS U.S. Large Cap Equity Portfolio - Service
Class
2010	558		$	10.15	to	$	13.48	$	6,229		0.64	%	0.75	%	to	2.35	%	10.33	%	to	12.15	%
2009	649		$	9.20	to	$	12.05	$	6,503		1.15	%	0.75	%	to	2.35	%	28.49	%	to	30.69	%
2008	796		$	7.16	to	$	9.25	$	6,145		1.56	%	0.75	%	to	2.35	%	-41.41	%	to	-40.47	%
2007	1,086		$	12.22	to	$	15.57	$	14,104		0.67	%	0.75	%	to	2.45	%	-1.60	%	to	0.16	%
2006	1,739		$	12.40	to	$	15.59	$	22,611		0.48	%	0.75	%	to	2.60	%	11.39	%	to	13.42	%
ING Van Kampen Comstock Portfolio - Service Class
2010	16,119		$	9.32	to	$	13.88	$	189,031		1.38	%	0.75	%	to	2.60	%	12.14	%	to	14.24	%
2009	15,876		$	8.24	to	$	12.18	$	164,271		2.32	%	0.75	%	to	2.60	%	25.28	%	to	27.51	%
2008	16,491		$	6.55	to	$	9.57	$	135,204		3.99	%	0.75	%	to	2.60	%	-38.19	%	to	-36.94	%
2007	16,860		$	10.78	to	$	15.22	$	221,984		1.25	%	0.75	%	to	2.60	%	-4.83	%	to	-3.00	%
2006	15,954		$	11.25	to	$	15.73	$	219,324		0.70	%	0.75	%	to	2.60	%	12.87	%	to	14.96	%
ING Van Kampen Equity and Income Portfolio - Initial
Class
2010	160		$	12.64	to	$	12.97	$	2,046		1.74	%	0.75	%	to	1.20	%	10.97	%	to	11.52	%
2009	202		$	11.39	to	$	11.63	$	2,321		1.91	%	0.75	%	to	1.20	%	21.30	%	to	21.78	%
2008	221		$	9.34	to	$	9.55	$	2,076		5.06	%	0.75	%	to	1.35	%	-24.43	%	to	-23.96	%
2007	283		$	12.36	to	$	12.56	$	3,542		2.47	%	0.75	%	to	1.35	%	2.15	%	to	2.78	%
2006	321		$	12.10	to	$	12.22	$	3,913		1.93	%	0.75	%	to	1.35	%	11.21	%	to	11.80	%
ING Van Kampen Equity and Income Portfolio -
Service Class
2010	16,986		$	9.50	to	$	15.52	$	207,495		1.64	%	0.75	%	to	2.60	%	9.13	%	to	11.22	%
2009	17,055		$	8.66	to	$	13.99	$	189,556		1.66	%	0.75	%	to	2.60	%	19.14	%	to	21.49	%
2008	18,391		$	7.23	to	$	11.55	$	169,926		7.22	%	0.75	%	to	2.60	%	-25.55	%	to	-24.14	%
2007	8,181		$	9.66	to	$	15.26	$	102,113		1.91	%	0.75	%	to	2.60	%	0.59	%	to	2.49	%
2006	5,017		$	11.82	to	$	14.92	$	61,397		2.21	%	0.75	%	to	2.60	%	9.47	%	to	11.56	%
ING Strategic Allocation Conservative Portfolio -
Class S
2010	100		$	14.20	to	$	14.69	$	1,451		4.21	%	0.75	%	to	1.35	%	9.48	%	to	10.04	%
2009	102		$	12.97	to	$	13.35	$	1,353		8.24	%	0.75	%	to	1.35	%	16.11	%	to	16.90	%
2008	103		$	11.17	to	$	11.42	$	1,170		4.28	%	0.75	%	to	1.35	%	-24.93	%	to	-24.47	%
2007	96		$	14.88	to	$	15.12	$	1,445		2.50	%	0.75	%	to	1.35	%	4.26	%	to	4.71	%
2006	50		$	14.33	to	$	14.44	$	717		1.55	%	0.75	%	to	1.20	%	7.07	%	to	7.36	%

261

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


												Investment
	Units			Unit Fair Value						Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)						(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Strategic Allocation Growth Portfolio - Class S
2010	39		$	15.41		to	$	15.95	$	601		3.36	%	0.75	%	to	1.35	%	11.26	%	to	11.93	%
2009	42		$	13.85		to	$	14.25	$	589		9.26	%	0.75	%	to	1.35	%	23.22	%	to	24.02	%
2008	45		$	11.24		to	$	11.49	$	512		3.10	%	0.75	%	to	1.35	%	-36.98	%	to	-36.69	%
2007	25		$	17.93		to	$	18.15	$	455		1.31	%	0.75	%	to	1.20	%	3.52	%	to	3.95	%
2006	18		$	17.32		to	$	17.46	$	308		0.48	%	0.75	%	to	1.20	%	11.65	%	to	12.07	%
ING Strategic Allocation Moderate Portfolio - Class S
2010	51		$	14.80		to	$	15.32	$	775		4.19	%	0.75	%	to	1.35	%	10.20	%	to	10.93	%
2009	48		$	13.43		to	$	13.81	$	657		7.97	%	0.75	%	to	1.35	%	19.91	%	to	20.51	%
2008	50		$	11.20		to	$	11.46	$	573		3.34	%	0.75	%	to	1.35	%	-31.58	%	to	-31.09	%
2007	52		$	16.37		to	$	16.63	$	862		2.06	%	0.75	%	to	1.35	%	3.87	%	to	4.46	%
2006	44		$	15.76		to	$	15.92	$	693		1.01	%	0.75	%	to	1.35	%	9.29	%	to	9.94	%
ING Growth and Income Portfolio - Class I
2010	13		$	8.85		to	$	8.89	$	114		0.90	%	1.25	%	to	1.40	%	12.45	%	to	12.67	%
2009	14		$	7.87		to	$	7.89	$	109		1.01	%	1.25	%	to	1.40	%	28.50	%	to	28.59	%
2008	15		$	6.12		to	$	6.14	$	90		1.67	%	1.25	%	to	1.40	%	-38.55	%	to	-38.35	%
2007	15				$	9.96			$	150		(b)		1.25	%	to	1.40	%			(b)
2006	(b)					(b)				(b)		(b)				(b)					(b)
ING Growth and Income Portfolio - Class S
2010	51,286		$	8.45		to	$	15.07	$	449,666		0.79	%	0.50	%	to	2.60	%	10.89	%	to	13.28	%
2009	57,953		$	7.62		to	$	13.34	$	453,859		1.45	%	0.50	%	to	2.60	%	26.58	%	to	29.34	%
2008	44,763		$	6.02		to	$	10.33	$	274,706		3.86	%	0.50	%	to	2.60	%	-39.13	%	to	-38.33	%
2007	488		$	9.94		to	$	16.75	$	7,420		1.64	%	0.75	%	to	2.20	%	5.71	%	to	6.35	%
2006	310		$	14.70		to	$	15.75	$	4,758		1.29	%	0.75	%	to	1.35	%	12.40	%	to	12.90	%
ING GET U.S. Core Portfolio - Series 5
2010	1,090		$	10.05		to	$	10.78	$	11,351		1.76	%	1.45	%	to	2.50	%	-0.59	%	to	0.56	%
2009	1,378		$	10.11		to	$	10.72	$	14,317		3.58	%	1.45	%	to	2.50	%	-0.88	%	to	0.19	%
2008	1,627		$	10.11		to	$	10.70	$	16,931		1.51	%	1.45	%	to	2.70	%	-9.81	%	to	-8.70	%
2007	2,032		$	11.19		to	$	11.72	$	23,310		1.78	%	1.45	%	to	2.75	%	-0.62	%	to	0.69	%
2006	2,507		$	11.17		to	$	11.64	$	28,664		1.86	%	1.25	%	to	3.10	%	7.92	%	to	9.61	%

262

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING GET U.S. Core Portfolio - Series 6
2010	1,044		$	9.86	to	$	10.54	$	10,706		2.15	%	1.45	%	to	2.50	%	-0.50	%	to	0.57	%
2009	1,412		$	9.61	to	$	10.48	$	14,418		2.17	%	1.45	%	to	3.10	%	-1.44	%	to	0.19	%
2008	1,829		$	9.75	to	$	10.46	$	18,708		1.91	%	1.45	%	to	3.10	%	-9.05	%	to	-7.52	%
2007	2,246		$	10.72	to	$	11.39	$	24,947		2.46	%	1.25	%	to	3.10	%	0.19	%	to	1.97	%
2006	2,775		$	10.70	to	$	11.17	$	30,412		2.27	%	1.25	%	to	3.10	%	7.10	%	to	9.08	%
ING GET U.S. Core Portfolio - Series 7
2010	731		$	9.60	to	$	10.51	$	7,465		2.15	%	1.45	%	to	2.95	%	-0.52	%	to	1.06	%
2009	1,033		$	9.65	to	$	10.40	$	10,450		2.29	%	1.45	%	to	2.95	%	-1.93	%	to	-0.48	%
2008	1,169		$	9.84	to	$	10.45	$	11,948		1.97	%	1.45	%	to	2.95	%	-7.69	%	to	-6.36	%
2007	1,480		$	10.62	to	$	11.23	$	16,210		2.54	%	1.25	%	to	3.10	%	0.09	%	to	2.00	%
2006	2,117		$	10.60	to	$	11.01	$	22,891		2.17	%	1.25	%	to	3.10	%	6.85	%	to	8.90	%
ING GET U.S. Core Portfolio - Series 8
2010	399		$	9.91	to	$	10.66	$	4,109		2.15	%	1.25	%	to	2.50	%	-0.10	%	to	1.14	%
2009	543		$	9.92	to	$	10.54	$	5,547		2.39	%	1.25	%	to	2.50	%	-0.60	%	to	0.57	%
2008	725		$	9.98	to	$	10.48	$	7,399		1.87	%	1.25	%	to	2.50	%	-8.86	%	to	-7.58	%
2007	896		$	10.77	to	$	11.34	$	9,955		2.27	%	1.25	%	to	3.10	%	0.47	%	to	2.35	%
2006	998		$	10.72	to	$	11.08	$	10,909		1.75	%	1.25	%	to	3.10	%	7.31	%	to	9.27	%
ING GET U.S. Core Portfolio - Series 9
2010	387		$	10.04	to	$	10.62	$	4,036		2.07	%	1.45	%	to	2.45	%	1.21	%	to	2.31	%
2009	504		$	9.89	to	$	10.38	$	5,144		2.25	%	1.45	%	to	2.50	%	-1.00				%
2008	596		$	9.92	to	$	10.38	$	6,080		2.19	%	1.45	%	to	2.70	%	-7.72	%	to	-6.49	%
2007	686		$	10.65	to	$	11.10	$	7,521		2.59	%	1.45	%	to	3.10	%	0.76	%	to	2.40	%
2006	940		$	10.57	to	$	10.88	$	10,101		1.35	%	1.25	%	to	3.10	%	6.77	%	to	8.80	%
ING GET U.S. Core Portfolio - Series 10
2010	318		$	9.92	to	$	10.59	$	3,216		2.66	%	1.25	%	to	2.45	%	1.53	%	to	2.82	%
2009	412		$	9.75	to	$	10.30	$	4,090		2.82	%	1.25	%	to	2.50	%	-3.37	%	to	-2.09	%
2008	501		$	9.95	to	$	10.52	$	5,125		2.53	%	1.25	%	to	2.90	%	-6.66	%	to	-5.05	%
2007	562		$	10.66	to	$	11.08	$	6,095		2.00	%	1.25	%	to	2.90	%	0.57	%	to	2.31	%
2006	805		$	10.57	to	$	10.83	$	8,614		0.73	%	1.25	%	to	3.10	%	6.44	%	to	8.41	%

263

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING GET U.S. Core Portfolio - Series 11
2010	468		$	9.94	to	$	10.72	$	4,857		2.38	%	1.45	%	to	2.95	%	1.74	%	to	3.28	%
2009	565		$	9.77	to	$	10.38	$	5,718		3.98	%	1.45	%	to	2.95	%	-3.65	%	to	-2.17	%
2008	742		$	10.14	to	$	10.61	$	7,708		2.42	%	1.45	%	to	2.95	%	-2.31	%	to	-0.93	%
2007	836		$	10.35	to	$	10.71	$	8,827		3.25	%	1.45	%	to	3.10	%	-1.05	%	to	0.56	%
2006	1,056		$	10.46	to	$	10.65	$	11,153		0.27	%	1.45	%	to	3.10	%	5.29	%	to	6.29	%
ING GET U.S. Core Portfolio - Series 12
2010	187		$	10.23	to	$	10.77	$	1,962		2.77	%	1.45	%	to	2.50	%	3.13	%	to	4.26	%
2009	221		$	9.71	to	$	10.33	$	2,232		3.19	%	1.45	%	to	3.05	%	-3.67	%	to	-2.09	%
2008	268		$	10.08	to	$	10.55	$	2,781		1.71	%	1.45	%	to	3.05	%	-9.03	%	to	-7.54	%
2007	355		$	11.07	to	$	11.41	$	4,014		1.30	%	1.45	%	to	3.10	%	-0.18	%	to	1.51	%
2006	426		$	11.09	to	$	11.24	$	4,768		(a)		1.45	%	to	3.10	%			(a)
ING GET U.S. Core Portfolio - Series 13
2010	1,215		$	10.21	to	$	10.69	$	12,854		2.48	%	1.45	%	to	2.45	%	3.97	%	to	5.11	%
2009	1,567		$	9.82	to	$	10.17	$	15,806		3.48	%	1.45	%	to	2.45	%	-4.47	%	to	-3.51	%
2008	2,204		$	10.16	to	$	10.54	$	23,085		2.18	%	1.45	%	to	2.90	%	-0.59	%	to	0.86	%
2007	3,493		$	10.19	to	$	10.45	$	36,193		0.65	%	1.45	%	to	3.10	%	1.70	%	to	3.36	%
2006	5,273		$	10.02	to	$	10.11	$	53,117		(a)		1.45	%	to	3.10	%			(a)
ING GET U.S. Core Portfolio - Series 14
2010	3,418		$	10.30	to	$	10.75	$	36,259		3.84	%	1.45	%	to	2.50	%	4.24	%	to	5.39	%
2009	4,490		$	9.72	to	$	10.20	$	45,358		3.95	%	1.45	%	to	3.05	%	-3.76	%	to	-2.30	%
2008	7,383		$	10.10	to	$	10.44	$	76,227		1.88	%	1.45	%	to	3.05	%	-0.10	%	to	1.56	%
2007	8,660		$	10.11	to	$	10.28	$	88,486		(b)		1.45	%	to	3.10	%			(b)
2006	(b)				(b)				(b)		(b)				(b)					(b)
ING BlackRock Science and Technology
Opportunities Portfolio - Class S
2010	23,192		$	11.03	to	$	17.01	$	263,966		-		0.75	%	to	2.60	%	15.14	%	to	17.23	%
2009	22,823		$	9.58	to	$	14.51	$	223,254		-		0.75	%	to	2.60	%	48.53	%	to	51.46	%
2008	13,408		$	6.45	to	$	9.58	$	87,426		-		0.75	%	to	2.60	%	-40.81	%	to	-40.46	%
2007	71		$	15.83	to	$	16.09	$	1,140		-		0.75	%	to	1.35	%	17.26	%	to	17.96	%
2006	41		$	13.50	to	$	13.64	$	550		-		0.75	%	to	1.35	%	5.30	%	to	5.98	%

264

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Euro STOXX 50 Index Portfolio - Class A
2010	541		$	8.69	to	$	8.83	$	4,739		0.22	%	1.00	%	to	2.35	%	-11.13	%	to	-10.18	%
2009	62		$	9.79	to	$	9.82	$	608		(d)		1.15	%	to	2.25	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING FTSE 100 Index Portfolio - Class A
2010	328		$	10.89	to	$	11.07	$	3,595		0.28	%	1.00	%	to	2.35	%	6.44	%	to	7.59	%
2009	74		$	10.24	to	$	10.27	$	755		(d)		1.15	%	to	2.25	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Hang Seng Index Portfolio - Class S
2010	5,992		$	13.52	to	$	13.85	$	81,884		0.06	%	0.95	%	to	2.35	%	5.05	%	to	6.54	%
2009	3,225		$	12.87	to	$	13.00	$	41,686		(d)		0.95	%	to	2.35	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Index Plus LargeCap Portfolio - Class S
2010	16,416		$	8.66	to	$	13.00	$	161,332		1.70	%	0.75	%	to	2.60	%	10.77	%	to	12.77	%
2009	19,841		$	7.78	to	$	11.56	$	174,337		2.75	%	0.75	%	to	2.60	%	19.74	%	to	21.99	%
2008	24,189		$	6.45	to	$	9.49	$	174,373		2.25	%	0.75	%	to	2.60	%	-39.00	%	to	-37.84	%
2007	25,928		$	10.51	to	$	15.31	$	303,196		0.68	%	0.75	%	to	2.60	%	2.05	%	to	3.98	%
2006	18,042		$	10.70	to	$	14.76	$	204,688		0.88	%	0.75	%	to	2.60	%	11.30	%	to	13.44	%
ING Index Plus MidCap Portfolio - Class S
2010	9,825		$	9.69	to	$	16.32	$	131,427		0.85	%	0.75	%	to	2.60	%	18.48	%	to	20.73	%
2009	11,403		$	8.13	to	$	13.56	$	127,725		1.34	%	0.75	%	to	2.60	%	28.07	%	to	30.42	%
2008	13,369		$	6.31	to	$	10.42	$	115,644		1.19	%	0.75	%	to	2.60	%	-39.37	%	to	-38.21	%
2007	16,517		$	10.34	to	$	16.90	$	232,853		0.48	%	0.75	%	to	2.60	%	2.49	%	to	4.49	%
2006	16,098		$	10.83	to	$	16.21	$	220,692		0.44	%	0.75	%	to	2.60	%	6.32	%	to	8.27	%

265

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Index Plus SmallCap Portfolio - Class S
2010	7,901		$	9.17	to	$	15.68	$	99,899		0.49	%	0.75	%	to	2.60	%	19.20	%	to	21.57	%
2009	8,979		$	7.64	to	$	12.93	$	94,468		1.41	%	0.75	%	to	2.60	%	21.34	%	to	23.58	%
2008	10,297		$	6.26	to	$	10.49	$	88,612		0.67	%	0.75	%	to	2.60	%	-35.36	%	to	-34.20	%
2007	13,011		$	9.63	to	$	15.97	$	171,833		0.13	%	0.75	%	to	2.60	%	-9.01	%	to	-7.17	%
2006	13,635		$	11.83	to	$	17.26	$	197,450		0.25	%	0.75	%	to	2.60	%	10.55	%	to	12.65	%
ING International Index Portfolio - Class S
2010	7,945		$	7.82	to	$	14.94	$	65,044		3.38	%	0.75	%	to	2.60	%	4.83	%	to	6.79	%
2009	8,995		$	7.46	to	$	13.99	$	69,588		-		0.75	%	to	2.60	%	24.42	%	to	26.32	%
2008	998		$	6.02	to	$	6.09	$	6,041		(c)		0.95	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING Japan TOPIX Index® Portfolio - Class A
2010	770		$	10.92	to	$	11.11	$	8,463		0.07	%	0.95	%	to	2.35	%	10.98	%	to	12.46	%
2009	33		$	9.84	to	$	9.87	$	324		(d)		1.00	%	to	2.35	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Russell™ Large Cap Growth Index Portfolio -
Class S
2010	10,188		$	13.02	to	$	14.23	$	142,575		0.54	%	0.75	%	to	2.35	%	9.84	%	to	11.61	%
2009	11,210		$	11.73	to	$	12.75	$	141,894		(d)		0.75	%	to	2.55	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Russell™ Large Cap Index Portfolio - Class S
2010	39,726		$	8.73	to	$	14.33	$	355,951		3.29	%	0.80	%	to	2.60	%	9.13	%	to	11.17	%
2009	45,756		$	8.00	to	$	12.91	$	372,497		-		0.80	%	to	2.60	%	20.57	%	to	22.44	%
2008	3,418		$	6.66	to	$	6.73	$	22,903		(c)		0.80	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)

266

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING Russell™ Large Cap Value Index Portfolio -
Class S
2010	2,581		$	13.42	to	$	13.82	$	35,226		1.65	%	0.95	%	to	2.60	%	8.23	%	to	10.12	%
2009	1,922		$	12.40	to	$	12.55	$	24,005		(d)		0.95	%	to	2.60	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Russell™ Mid Cap Growth Index Portfolio -
Class S
2010	18,579		$	15.79	to	$	16.27	$	297,977		0.29	%	0.90	%	to	2.60	%	22.59	%	to	24.77	%
2009	19,157		$	12.88	to	$	13.04	$	248,368		(d)		0.90	%	to	2.60	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Russell™ Mid Cap Index Portfolio - Class S
2010	11,716		$	10.13	to	$	10.53	$	120,857		0.51	%	0.95	%	to	2.35	%	21.90	%	to	23.74	%
2009	10,132		$	8.30	to	$	8.51	$	85,119		-		0.95	%	to	2.40	%	36.45	%	to	38.37	%
2008	3,704		$	6.04	to	$	6.15	$	22,649		(c)		0.80	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING Russell™ Small Cap Index Portfolio - Class S
2010	16,262		$	10.51	to	$	10.95	$	174,052		0.44	%	0.80	%	to	2.35	%	23.07	%	to	25.00	%
2009	13,275		$	8.54	to	$	8.76	$	114,700		-		0.90	%	to	2.35	%	23.41	%	to	25.32	%
2008	10,143		$	6.91	to	$	7.00	$	70,527		(c)		0.80	%	to	2.45	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING Small Company Portfolio - Class S
2010	9,114		$	10.65	to	$	18.44	$	102,443		0.32	%	0.75	%	to	2.35	%	21.09	%	to	23.07	%
2009	8,151		$	8.82	to	$	15.02	$	75,533		0.54	%	0.75	%	to	2.35	%	24.23	%	to	26.28	%
2008	5,881		$	7.09	to	$	11.93	$	43,479		0.10	%	0.75	%	to	2.55	%	-32.17	%	to	-31.74	%
2007	166		$	15.12	to	$	17.52	$	2,803		-		0.75	%	to	1.35	%	4.23	%	to	4.89	%
2006	135		$	14.46	to	$	16.75	$	2,151		0.16	%	0.75	%	to	1.35	%	14.53	%	to	15.18	%

267

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING U.S. Bond Index Portfolio - Class S
2010	21,158		$	10.72	to	$	11.43	$	232,631		2.46	%	0.75	%	to	2.60	%	3.18	%	to	5.12	%
2009	23,840		$	10.39	to	$	10.89	$	251,758		2.45	%	0.75	%	to	2.60	%	2.77	%	to	4.78	%
2008	17,418		$	10.11	to	$	10.41	$	177,261		(c)		0.75	%	to	2.60	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING WisdomTree^SMGlobal High-Yielding Equity
Index Portfolio - Class S
2010	24,986		$	7.89	to	$	8.29	$	201,282		3.31	%	0.75	%	to	2.35	%	3.39	%	to	5.07	%
2009	27,525		$	7.61	to	$	7.89	$	213,033		-		0.75	%	to	2.35	%	26.91	%	to	28.92	%
2008	23,942		$	6.00	to	$	6.12	$	145,051		(c)		0.75	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING International Value Portfolio - Class S
2010	620		$	13.88	to	$	15.55	$	9,445		1.72	%	0.75	%	to	1.35	%	1.00	%	to	1.56	%
2009	713		$	13.71	to	$	15.35	$	10,718		1.54	%	0.75	%	to	1.35	%	24.38	%	to	25.22	%
2008	740		$	10.99	to	$	12.29	$	8,896		2.78	%	0.75	%	to	1.35	%	-43.09	%	to	-42.76	%
2007	632		$	19.26	to	$	21.52	$	13,183		1.57	%	0.75	%	to	1.35	%	11.53	%	to	12.21	%
2006	380		$	17.22	to	$	19.23	$	6,945		1.86	%	0.75	%	to	1.35	%	27.09	%	to	27.86	%
ING MidCap Opportunities Portfolio - Class S
2010	34,369		$	10.79	to	$	20.50	$	399,457		0.49	%	0.50	%	to	2.60	%	26.91	%	to	29.39	%
2009	32,727		$	8.49	to	$	15.94	$	297,130		0.12	%	0.50	%	to	2.35	%	37.78	%	to	40.23	%
2008	34,217		$	6.16	to	$	11.41	$	223,352		-		0.50	%	to	2.45	%	-39.19	%	to	-38.22	%
2007	2,454		$	10.12	to	$	18.51	$	26,412		-		0.75	%	to	2.35	%	22.47	%	to	24.51	%
2006	3,017		$	8.25	to	$	14.90	$	25,935		-		0.75	%	to	2.35	%	5.13	%	to	6.84	%
ING SmallCap Opportunities Portfolio - Class S
2010	7,156		$	8.76	to	$	18.69	$	68,086		-		0.75	%	to	2.35	%	28.98	%	to	31.14	%
2009	8,154		$	6.79	to	$	14.29	$	59,441		-		0.75	%	to	2.35	%	27.54	%	to	29.65	%
2008	9,121		$	5.31	to	$	11.04	$	51,591		-		0.75	%	to	2.45	%	-36.17	%	to	-35.11	%
2007	11,476		$	8.31	to	$	17.06	$	100,307		-		0.75	%	to	2.60	%	7.00	%	to	9.00	%
2006	14,427		$	7.74	to	$	15.69	$	116,669		-		0.75	%	to	2.60	%	9.43	%	to	11.49	%

268

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
Invesco V.I. Leisure Fund - Series I Shares
2010	1,709		$	10.07	to	$	12.88	$	20,497		0.51	%	0.95	%	to	2.60	%	18.64	%	to	20.71	%
2009	2,010		$	8.46	to	$	10.67	$	20,121		1.81	%	0.95	%	to	2.60	%	29.41	%	to	31.57	%
2008	2,328		$	6.53	to	$	8.11	$	17,862		1.00	%	0.95	%	to	2.60	%	-44.54	%	to	-43.60	%
2007	3,083		$	11.74	to	$	14.38	$	42,305		1.58	%	0.95	%	to	2.60	%	-3.39	%	to	-1.78	%
2006	3,723		$	12.12	to	$	14.64	$	52,417		1.08	%	0.95	%	to	2.60	%	21.32	%	to	23.44	%
Legg Mason ClearBridge Variable Large Cap Value
Portfolio - Class I
2010	10		$	8.18	to	$	8.23	$	78		2.53	%	1.25	%	to	1.40	%	7.92	%	to	8.15	%
2009	11		$	7.58	to	$	7.61	$	80		1.31	%	1.25	%	to	1.40	%	22.85	%	to	22.94	%
2008	12		$	6.17	to	$	6.19	$	73		0.83	%	1.25	%	to	1.40	%	-36.59	%	to	-36.45	%
2007	17		$	9.73	to	$	9.74	$	169		(b)		1.25	%	to	1.40	%			(b)
2006	(b)				(b)				(b)		(b)				(b)					(b)
Legg Mason Global Currents Variable International
All Cap Opportunity Portfolio
2010	3		$	13.36	to	$	13.68	$	39		2.35	%	1.25	%	to	1.40	%	2.22	%	to	2.40	%
2009	4		$	13.07	to	$	13.36	$	46		-		1.25	%	to	1.40	%	26.77	%	to	27.00	%
2008	4		$	10.31	to	$	10.52	$	39		1.40	%	1.25	%	to	1.40	%	-44.18	%	to	-44.10	%
2007	6		$	18.47	to	$	18.82	$	104		0.83	%	1.25	%	to	1.40	%	4.88	%	to	4.96	%
2006	8		$	17.61	to	$	17.93	$	136		1.91	%	1.25	%	to	1.40	%	24.10	%	to	24.34	%
Legg Mason Western Asset Variable High Income
Portfolio
2010	3		$	21.17	to	$	21.68	$	72		9.33	%	1.25	%	to	1.40	%	14.99	%	to	15.20	%
2009	4		$	18.41	to	$	18.82	$	78		12.40	%	1.25	%	to	1.40	%	57.75	%	to	57.89	%
2008	4		$	11.67	to	$	11.92	$	51		9.94	%	1.25	%	to	1.40	%	-30.99	%	to	-30.86	%
2007	6		$	16.91	to	$	17.24	$	110		8.07	%	1.25	%	to	1.40	%	-1.11	%	to	-0.92	%
2006	8		$	17.10	to	$	17.40	$	138		6.49	%	1.25	%	to	1.40	%	9.40	%	to	9.57	%
Oppenheimer Main Street Small Cap Fund®/VA -
Service Class
2010	97		$	18.65	to	$	19.30	$	1,859		0.40	%	0.75	%	to	1.35	%	21.42	%	to	22.15	%
2009	102		$	15.36	to	$	15.80	$	1,600		0.50	%	0.75	%	to	1.35	%	34.97	%	to	35.86	%
2008	71		$	11.38	to	$	11.63	$	822		0.28	%	0.75	%	to	1.35	%	-38.82	%	to	-38.47	%
2007	70		$	18.60	to	$	18.90	$	1,323		0.19	%	0.75	%	to	1.35	%	-2.72	%	to	-2.17	%
2006	43		$	19.12	to	$	19.32	$	822		0.01	%	0.75	%	to	1.35	%	13.41	%	to	13.85	%

269

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
PIMCO Real Return Portfolio - Administrative Class
2010	985		$	12.39	to	$	12.83	$	12,463		1.47	%	0.75	%	to	1.35	%	6.63	%	to	7.27	%
2009	949		$	11.62	to	$	11.96	$	11,216		2.94	%	0.75	%	to	1.35	%	16.78	%	to	17.49	%
2008	745		$	9.95	to	$	10.18	$	7,515		4.22	%	0.75	%	to	1.35	%	-8.29	%	to	-7.71	%
2007	222		$	10.85	to	$	11.03	$	2,430		4.24	%	0.75	%	to	1.35	%	9.05	%	to	9.64	%
2006	130		$	9.95	to	$	10.06	$	1,301		4.45	%	0.75	%	to	1.35	%	-0.40	%	to	0.10	%
Pioneer Equity Income VCT Portfolio - Class II
2010	1,063		$	13.11	to	$	15.01	$	15,665		1.99	%	0.75	%	to	1.35	%	17.62	%	to	18.27	%
2009	1,206		$	11.12	to	$	12.72	$	15,029		3.01	%	0.75	%	to	1.35	%	12.29	%	to	13.04	%
2008	1,213		$	9.87	to	$	11.28	$	13,323		2.72	%	0.75	%	to	1.35	%	-31.41	%	to	-30.97	%
2007	1,031		$	14.36	to	$	16.39	$	16,338		2.74	%	0.75	%	to	1.35	%	-0.80	%	to	-0.20	%
2006	551		$	14.44	to	$	16.47	$	8,556		2.31	%	0.75	%	to	1.35	%	20.52	%	to	21.20	%
ProFund VP Bull
2010	1,815		$	7.90	to	$	11.12	$	15,111		0.12	%	0.95	%	to	2.25	%	10.03	%	to	11.48	%
2009	2,036		$	7.18	to	$	10.05	$	15,316		0.65	%	0.95	%	to	2.25	%	21.49	%	to	23.28	%
2008	2,280		$	5.91	to	$	8.22	$	14,046		-		0.95	%	to	2.60	%	-39.27	%	to	-38.28	%
2007	2,986		$	9.60	to	$	13.43	$	30,062		0.44	%	0.90	%	to	2.60	%	0.85	%	to	2.61	%
2006	5,805		$	9.42	to	$	13.20	$	57,596		0.22	%	0.90	%	to	2.60	%	10.75	%	to	12.62	%
ProFund VP Europe 30
2010	1,006		$	8.72	to	$	13.52	$	9,261		1.57	%	0.95	%	to	2.35	%	0.21	%	to	1.64	%
2009	1,144		$	8.70	to	$	13.41	$	10,444		2.60	%	0.95	%	to	2.35	%	29.26	%	to	31.05	%
2008	1,401		$	6.72	to	$	10.32	$	9,835		2.06	%	0.90	%	to	2.35	%	-45.34	%	to	-44.50	%
2007	1,835		$	12.05	to	$	18.75	$	23,421		2.03	%	0.90	%	to	2.60	%	11.56	%	to	13.54	%
2006	2,641		$	10.79	to	$	16.66	$	29,949		0.34	%	0.90	%	to	2.60	%	14.46	%	to	16.50	%
ProFund VP Rising Rates Opportunity
2010	2,136		$	4.70	to	$	5.80	$	10,541		-		0.95	%	to	2.60	%	-18.20	%	to	-16.72	%
2009	2,393		$	5.72	to	$	7.07	$	14,303		0.55	%	0.95	%	to	2.60	%	28.82	%	to	30.95	%
2008	2,870		$	4.43	to	$	5.47	$	13,199		5.38	%	0.95	%	to	2.60	%	-39.61	%	to	-38.60	%
2007	4,013		$	7.26	to	$	9.01	$	30,230		5.33	%	0.95	%	to	2.60	%	-7.67	%	to	-6.07	%
2006	5,900		$	7.81	to	$	9.72	$	47,606		2.01	%	0.95	%	to	2.60	%	7.34	%	to	9.15	%

270

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


											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(lowest to highest)					(lowest to highest)
Wells Fargo Advantage VT Omega Growth Fund -
Class 2
2010	118		$	12.56	to	$	12.61	$	1,487		(e)		1.40	%	to	2.20	%			(e)
2009	(e)				(e)				(e)		(e)				(e)					(e)
2008	(e)				(e)				(e)		(e)				(e)					(e)
2007	(e)				(e)				(e)		(e)				(e)					(e)
2006	(e)				(e)				(e)		(e)				(e)					(e)
Wells Fargo Advantage VT Index Asset Allocation Fund
- Class 2
2010	180		$	10.35	to	$	12.27	$	2,156		1.73	%	1.40	%	to	2.20	%	10.70	%	to	11.65	%
2009	187		$	9.35	to	$	10.99	$	2,009		1.85	%	1.40	%	to	2.20	%	12.92	%	to	13.89	%
2008	210		$	8.28	to	$	9.65	$	1,989		2.43	%	1.40	%	to	2.20	%	-30.65	%	to	-30.12	%
2007	241		$	11.94	to	$	13.81	$	3,282		2.27	%	1.40	%	to	2.20	%	5.20	%	to	6.07	%
2006	268		$	11.35	to	$	13.02	$	3,422		2.29	%	1.40	%	to	2.20	%	9.75	%	to	10.62	%
Wells Fargo Advantage VT Intrinsic Value Fund -
Class 2
2010	72		$	9.62	to	$	11.54	$	807		0.73	%	1.65	%	to	2.20	%	11.34	%	to	11.93	%
2009	55		$	8.64	to	$	10.31	$	555		1.85	%	1.65	%	to	2.20	%	14.29	%	to	14.94	%
2008	60		$	7.56	to	$	8.97	$	529		1.96	%	1.65	%	to	2.20	%	-37.83	%	to	-37.49	%
2007	71		$	12.16	to	$	14.35	$	1,004		1.52	%	1.65	%	to	2.20	%	0.50	%	to	1.06	%
2006	79		$	12.10	to	$	14.20	$	1,105		1.53	%	1.65	%	to	2.20	%	15.90	%	to	16.68	%
Wells Fargo Advantage VT Small Cap Growth Fund -
Class 2
2010	24		$	15.33	to	$	18.47	$	436		-		1.40	%	to	2.20	%	23.93	%	to	24.97	%
2009	32		$	12.37	to	$	14.78	$	464		-		1.40	%	to	2.20	%	49.40	%	to	50.51	%
2008	44		$	8.28	to	$	9.82	$	419		-		1.40	%	to	2.20	%	-42.74	%	to	-42.24	%
2007	53		$	14.46	to	$	17.00	$	884		-		1.40	%	to	2.20	%	11.32	%	to	12.21	%
2006	61		$	12.99	to	$	15.15	$	910		-		1.40	%	to	2.20	%	20.06	%	to	21.01	%
Wells Fargo Advantage VT Total Return Bond Fund
2010	84		$	12.06	to	$	13.22	$	1,075		3.34	%	1.40	%	to	2.20	%	4.69	%	to	5.51	%
2009	89		$	11.52	to	$	12.53	$	1,080		4.46	%	1.40	%	to	2.20	%	9.51	%	to	10.49	%
2008	93		$	10.52	to	$	11.34	$	1,029		4.95	%	1.40	%	to	2.20	%	0.10	%	to	0.89	%
2007	119		$	10.51	to	$	11.24	$	1,314		4.61	%	1.40	%	to	2.20	%	3.85	%	to	4.75	%
2006	130		$	10.12	to	$	10.73	$	1,376		4.52	%	1.40	%	to	2.20	%	1.61	%	to	2.39	%

271

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


(a)	As investment Division had no investments until 2006, this data is not meaningful and is therefore not presented.
(b)	As investment Division had no investments until 2007, this data is not meaningful and is therefore not presented.
(c)	As investment Division had no investments until 2008, this data is not meaningful and is therefore not presented.
(d)	As investment Division had no investments until 2009, this data is not meaningful and is therefore not presented.
(e)	As investment Division had no investments until 2010, this data is not meaningful and is therefore not presented.

A	The Investment Income Ratio represents dividends received by the Division, excluding capital gains distributions divided by the average net assets.
	The recognition of investment income is determined by the timing of the declaration of dividends by the underlying fund in which the Division invests.
B	The Expense Ratio considers only the expenses borne directly by the Account and is equal to the mortality and expense, administrative and other charges,
	as defined in Note 5. Certain items in this table are presented as a range of minimum and maximum values; however, such information is calculated
	independently for each column in the table.
C	Total Return is calculated as the change in unit value for each Contract presented in the Statements of Assets and Liabilities. Certain items in this
	table are presented as a range of minimum and maximum values; however, such information is calculated independently for each column in the table.

272

CONDENSED FINANCIAL INFORMATION

Except for subaccounts which did not commence operations as of December 31, 2010 the following tables give (1) the accumulation unit value ("AUV") at the beginning of the period, (2) the AUV at the end of the period and (3) the total number of accumulation units outstanding at the end of the period for each subaccount of ING USA Separate Account B available under the Contract for the indicated periods. This information is current through December 31, 2010 including portfolio names. Portfolio name changes after December 31, 2010 are not reflected in the following information.


Separate Account Annual Charges of 1.65%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.49	$7.98	$10.09
Value at end of period	$10.24	$9.49	$7.98
Number of accumulation units outstanding at end of period	32,649,952	29,137,036	14,862,682
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$16.89	$13.74	$19.45	$20.30	$17.29	$16.67	$13.83	$10.00
Value at end of period	$21.01	$16.89	$13.74	$19.45	$20.30	$17.29	$16.67	$13.83
Number of accumulation units outstanding at end of period	894,397	1,055,356	1,247,388	1,669,952	2,192,902	2,694,431	1,745,035	202,533
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.76	$8.82	$15.66	$13.57	$12.38	$10.79
Value at end of period	$13.52	$11.76	$8.82	$15.66	$13.57	$12.38
Number of accumulation units outstanding at end of period	11,446,144	13,426,002	14,367,566	8,727,881	5,320,846	2,071,944
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.57	$7.49	$13.32	$13.37	$11.34	$10.92	$9.98	$7.80	$9.58	$10.00
Value at end of period	$10.82	$9.57	$7.49	$13.32	$13.37	$11.34	$10.92	$9.98	$7.80	$9.58
Number of accumulation units outstanding at end of period	1,758,440	2,015,556	2,321,019	2,996,250	2,729,417	2,083,613	1,820,927	947,458	177,883	0
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.71	$7.18	$9.96
Value at end of period	$9.59	$8.71	$7.18
Number of accumulation units outstanding at end of period	11,286,916	11,176,781	6,791,321
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.74	$8.83	$10.01
Value at end of period	$10.16	$9.74	$8.83
Number of accumulation units outstanding at end of period	10,751,092	11,050,737	6,792,467
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.10	$8.65	$14.22	$13.84	$12.28	$11.86	$10.98	$10.00
Value at end of period	$12.11	$11.10	$8.65	$14.22	$13.84	$12.28	$11.86	$10.98
Number of accumulation units outstanding at end of period	18,859,469	20,239,154	19,704,269	14,800,441	11,659,213	8,805,371	5,275,914	536,261
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.93	$8.75	$15.97	$14.53	$13.47	$11.85	$10.76	$10.00
Value at end of period	$13.86	$11.93	$8.75	$15.97	$14.53	$13.47	$11.85	$10.76
Number of accumulation units outstanding at end of period	28,931,189	30,569,314	29,486,643	21,187,620	17,328,218	12,968,062	7,574,705	1,003,541

Landmark

CFI 1


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.45	$12.46	$22.02	$18.75	$16.11	$13.54	$11.61	$10.00
Value at end of period	$18.30	$17.45	$12.46	$22.02	$18.75	$16.11	$13.54	$11.61
Number of accumulation units outstanding at end of period	13,733,676	14,447,525	13,747,430	9,721,538	7,272,815	4,950,832	2,513,020	241,840
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$12.03	$9.08	$9.98
Value at end of period	$13.33	$12.03	$9.08
Number of accumulation units outstanding at end of period	2,692,196	1,950,103	447,067
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.30	$11.25	$20.29	$17.71	$13.94	$12.29	$10.59	$8.21	$10.00
Value at end of period	$13.98	$13.30	$11.25	$20.29	$17.71	$13.94	$12.29	$10.59	$8.21
Number of accumulation units outstanding at end of period	7,241,127	8,539,378	8,579,771	7,545,354	5,453,420	3,692,516	1,879,994	296,301	81,977
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.98	$7.51	$12.99	$12.45	$10.99	$9.97
Value at end of period	$12.42	$9.98	$7.51	$12.99	$12.45	$10.99
Number of accumulation units outstanding at end of period	5,244,173	5,554,100	4,777,820	2,907,330	1,977,073	966,411
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.57	$9.89
Value at end of period	$10.96	$10.57
Number of accumulation units outstanding at end of period	4,954,370	3,586,830
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.00	$7.81	$13.04	$12.42	$11.78	$10.86	$9.94	$7.96	$10.00
Value at end of period	$11.16	$10.00	$7.81	$13.04	$12.42	$11.78	$10.86	$9.94	$7.96
Number of accumulation units outstanding at end of period	1,660,779	1,835,417	1,686,153	1,199,204	927,783	1,015,999	188,506	161,256	60,487
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.15	$9.15	$14.38	$14.02	$12.25	$11.83	$10.79	$8.36	$10.00
Value at end of period	$11.09	$10.15	$9.15	$14.38	$14.02	$12.25	$11.83	$10.79	$8.36
Number of accumulation units outstanding at end of period	210,367	253,206	298,717	383,821	504,673	260,047	265,975	128,265	36,244
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.74	$6.49	$9.99
Value at end of period	$11.32	$9.74	$6.49
Number of accumulation units outstanding at end of period	3,692,593	3,822,702	2,342,950
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.40	$7.16	$12.40	$13.60	$11.05
Value at end of period	$10.72	$9.40	$7.16	$12.40	$13.60
Number of accumulation units outstanding at end of period	2,903,282	3,360,508	3,566,733	2,153,514	740,231
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$50.47	$37.76	$62.45	$77.20	$57.02	$49.64	$36.64	$27.05	$27.45	$25.81
Value at end of period	$63.52	$50.47	$37.76	$62.45	$77.20	$57.02	$49.64	$36.64	$27.05	$27.45
Number of accumulation units outstanding at end of period	510,504	613,664	710,187	905,352	1,081,799	935,631	672,058	395,687	242,782	77,777

Landmark

CFI 2


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.08	$6.59	$10.16	$10.04	$9.95
Value at end of period	$9.96	$8.08	$6.59	$10.16	$10.04
Number of accumulation units outstanding at end of period	3,549,908	4,787,221	4,530,155	2,975,002	1,490,670
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$8.80	$6.79	$11.37	$11.10	$9.91	$9.96
Value at end of period	$9.69	$8.80	$6.79	$11.37	$11.10	$9.91
Number of accumulation units outstanding at end of period	7,592,795	7,644,431	6,232,741	2,974,581	1,247,916	43,804
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$6.97	$5.82	$10.39	$10.00
Value at end of period	$8.56	$6.97	$5.82	$10.39
Number of accumulation units outstanding at end of period	7,272,716	7,068,642	7,174,467	3,410,381
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.81	$9.43
Value at end of period	$8.76	$9.81
Number of accumulation units outstanding at end of period	169,739	6,282
ING FMRSM DIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$13.45	$9.83	$16.42	$14.58	$13.25	$11.52	$9.44	$7.19	$9.06	$9.87
Value at end of period	$16.98	$13.45	$9.83	$16.42	$14.584	$13.25	$11.52	$9.44	$7.19	$9.06
Number of accumulation units outstanding at end of period	6,525,329	7,078,573	6,531,801	5,886,751	4,115,916	3,308,905	2,007,253	1,236,349	877,092	390,858
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.95	$7.66	$11.01	$10.91	$9.99
Value at end of period	$11.05	$9.95	$7.66	$11.01	$10.91
Number of accumulation units outstanding at end of period	7,970,975	8,015,179	7,440,765	5,223,391	1,672,877
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.04	$7.26	$11.87	$12.42
Value at end of period	$9.91	$9.04	$7.26	$11.87
Number of accumulation units outstanding at end of period	4,677,692	4,913,841	4,632,152	3,512,368
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.77	$6.07	$9.59	$10.06
Value at end of period	$8.47	$7.77	$6.07	$9.59
Number of accumulation units outstanding at end of period	28,072,976	29,916,528	31,131,536	14,012,616
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.26	$9.74
Value at end of period	$10.98	$10.26
Number of accumulation units outstanding at end of period	95,140	4,460
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$35.32	$26.11	$45.01	$34.34	$28.76	$21.23	$20.28	$13.55	$13.67	$15.81
Value at end of period	$42.26	$35.32	$26.11	$45.01	$34.34	$28.76	$21.23	$20.28	$13.55	$13.67
Number of accumulation units outstanding at end of period	2,544,301	3,158,457	3,200,961	2,276,793	1,627,379	1,133,308	643,253	349,772	108,459	18,910

Landmark

CFI 3


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.78	$6.09	$9.95	$9.83
Value at end of period	$8.71	$7.78	$6.09	$9.95
Number of accumulation units outstanding at end of period	4,802,895	5,516,324	3,269,386	15,528
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.94	$9.99
Value at end of period	$13.68	$12.94
Number of accumulation units outstanding at end of period	1,180,071	594,631
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.63	$7.13	$11.59	$11.25	$10.01	$9.67	$8.92	$10.00
Value at end of period	$9.65	$8.63	$7.13	$11.59	$11.25	$10.01	$9.67	$8.92
Number of accumulation units outstanding at end of period	1,038,513	1,191,005	1,568,394	2,011,974	1,941,369	1,717,454	1,211,622	392,888
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.47	$8.10	$13.23	$12.78	$11.91	$10.92	$9.49
Value at end of period	$12.52	$10.47	$8.10	$13.23	$12.78	$11.91	$10.92
Number of accumulation units outstanding at end of period	1,163,968	1,330,208	1,643,831	2,026,223	1,783,464	1,374,933	505,878
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.81	$8.01	$12.28	$13.35	$11.96	$11.33	$9.39
Value at end of period	$11.82	$9.81	$8.01	$12.28	$13.35	$11.96	$11.33
Number of accumulation units outstanding at end of period	1,018,778	1,187,131	1,350,205	1,814,376	1,573,446	1,104,254	456,418
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.04	$11.00	$12.24	$11.78	$11.54	$11.40	$11.08	$10.63	$10.00
Value at end of period	$12.97	$12.04	$11.00	$12.24	$11.78	$11.54	$11.40	$11.08	$10.63
Number of accumulation units outstanding at end of period	19,438,551	20,618,726	21,077,749	18,045,939	9,597,875	3,017,046	1,881,640	337,031	88,275
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.59	$6.05	$10.22
Value at end of period	$8.03	$7.59	$6.05
Number of accumulation units outstanding at end of period	1,270,771	1,647,470	309,276
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$11.34	$8.45	$16.85	$14.17	$11.71	$10.30	$8.94	$6.04	$8.30	$8.88
Value at end of period	$12.71	$11.34	$8.45	$16.85	$14.17	$11.71	$10.30	$8.94	$6.04	$8.30
Number of accumulation units outstanding at end of period	5,529,830	6,486,317	8,035,793	5,642,272	945,963	473,569	395,916	344,837	246,924	151,551
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.85	$9.75
Value at end of period	$11.01	$9.85
Number of accumulation units outstanding at end of period	161,677	2,610
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$20.06	$11.89	$24.80	$18.21	$13.64	$10.28	$8.88	$6.16	$7.01	$7.52
Value at end of period	$23.73	$20.06	$11.89	$24.80	$18.21	$13.64	$10.28	$8.88	$6.16	$7.01
Number of accumulation units outstanding at end of period	4,464,015	5,464,963	5,283,734	3,807,284	2,809,975	1,968,335	1,024,922	472,273	249,735	203,417

Landmark

CFI 4


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2004)
Value at beginning of period	$11.31	$9.16	$13.90	$13.81	$12.05	$11.30	$9.90
Value at end of period	$13.68	$11.31	$9.16	$13.90	$13.81	$12.05	$11.30
Number of accumulation units outstanding at end of period	2,095,654	1,477,123	651,474	63,076	71,145	91,313	62,314
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.49	$9.98	$14.48	$14.98	$13.06	$13.63	$10.34	$7.83	$10.00
Value at end of period	$15.57	$12.49	$9.98	$14.48	$14.98	$13.06	$13.63	$10.34	$7.83
Number of accumulation units outstanding at end of period	3,141,380	1,722,690	1,739,178	2,356,999	2,128,459	1,518,628	1,021,256	506,711	114,380
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.18	$8.70	$12.21	$11.12	$10.71	$10.47	$9.92
Value at end of period	$13.69	$12.18	$8.70	$12.21	$11.12	$10.71	$10.47
Number of accumulation units outstanding at end of period	1,903,369	1,425,814	204,381	96,693	170,706	92,164	45,865
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.28	$7.92	$13.28	$13.76	$12.72	$11.63	$10.81	$10.00
Value at end of period	$12.55	$10.28	$7.92	$13.28	$13.76	$12.72	$11.63	$10.81
Number of accumulation units outstanding at end of period	995,576	1,187,832	1,399,391	1,672,154	1,772,212	1,579,345	1,121,331	94,036
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$21.48	$20.38	$20.77	$19.97	$19.55	$19.56	$19.62	$19.40	$18.39	$17.18
Value at end of period	$21.79	$21.48	$20.38	$20.77	$19.97	$19.55	$19.56	$19.62	$19.40	$18.39
Number of accumulation units outstanding at end of period	176,733	223,473	269,815	360,310	460,569	619,015	809,812	1,154,037	917,938	389,087
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$15.99	$16.21	$16.09	$15.58	$15.14	$14.97	$15.09	$15.23	$15.26	$14.94
Value at end of period	$15.73	$15.99	$16.21	$16.09	$15.58	$15.14	$14.97	$15.09	$15.23	$15.26
Number of accumulation units outstanding at end of period	9,115,635	12,290,462	18,806,724	5,984,813	3,439,887	2,157,975	1,780,415	1,848,567	1,599,933	953,602
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$10.01	$8.57	$13.74	$13.42	$11.60	$11.18	$10.34	$8.01	$10.58	$11.24
Value at end of period	$11.54	$10.01	$8.57	$13.74	$13.42	$11.60	$11.18	$10.34	$8.01	$10.58
Number of accumulation units outstanding at end of period	550,615	663,615	771,210	975,055	1,291,222	1,060,605	1,173,059	1,081,824	1,030,211	401,684
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$13.80	$10.87	$18.53	$16.50	$15.99	$14.93	$13.49	$10.34	$14.92	$21.75
Value at end of period	$16.26	$13.80	$10.87	$18.53	$16.50	$15.99	$14.93	$13.49	$10.34	$14.92
Number of accumulation units outstanding at end of period	3,883,826	3,803,720	3,530,625	3,223,395	2,969,761	2,979,009	2,512,016	1,979,404	1,434,607	1,236,743
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.05	$8.90	$17.93	$15.12	$12.40	$10.00
Value at end of period	$13.48	$12.05	$8.90	$17.93	$15.12	$12.40
Number of accumulation units outstanding at end of period	2,050,959	2,444,515	2,920,415	1,993,862	1,152,245	888,379
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$23.85	$20.57	$26.93	$26.33	$23.92	$23.63	$21.62	$18.83	$20.18	$20.42
Value at end of period	$25.77	$23.85	$20.57	$26.93	$26.33	$23.92	$23.63	$21.62	$18.83	$20.18
Number of accumulation units outstanding at end of period	2,972,959	3,389,867	3,123,588	3,060,376	3,213,515	3,365,929	2,977,831	2,396,435	1,672,477	915,770
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.67	$11.23	$18.34	$14.64	$11.38	$10.07
Value at end of period	$16.41	$14.67	$11.23	$18.34	$14.64	$11.38
Number of accumulation units outstanding at end of period	3,676,976	4,073,509	4,480,383	2,817,908	1,671,630	1,195,134

Landmark

CFI 5


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$8.95	$6.45	$10.54	$8.54	$8.07	$7.45	$7.09
Value at end of period	$11.44	$8.95	$6.45	$10.54	$8.54	$8.07	$7.45
Number of accumulation units outstanding at end of period	3,637,309	2,574,342	2,677,395	165,449	229,809	307,954	316,589
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$15.25	$12.03	$17.13	$15.87	$13.30	$12.15	$10.97	$8.83	$10.00
Value at end of period	$17.09	$15.25	$12.03	$17.13	$15.87	$13.30	$12.15	$10.97	$8.83
Number of accumulation units outstanding at end of period	3,604,727	3,370,800	3,388,663	3,674,854	2,939,640	2,119,939	1,143,284	441,247	136,897
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$9.76	$8.56	$9.22
Value at end of period	$10.33	$9.76	$8.56
Number of accumulation units outstanding at end of period	1,937,172	1,397,934	83,472
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$10.61	$8.43	$9.98
Value at end of period	$11.90	$10.61	$8.43
Number of accumulation units outstanding at end of period	1,643,930	782,866	162,979
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$11.82	$8.62	$14.73	$14.08	$12.17	$10.93
Value at end of period	$13.46	$11.82	$8.62	$14.73	$14.08	$12.17
Number of accumulation units outstanding at end of period	1,480,914	1,695,188	1,995,843	1,647,677	1,178,387	344,200
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.45	$9.15	$12.01	$11.88	$11.08	$10.80	$10.00
Value at end of period	$15.11	$13.45	$9.15	$12.01	$11.88	$11.08	$10.80
Number of accumulation units outstanding at end of period	3,779,255	2,721,625	3,338,098	4,384,724	4,835,744	4,678,798	4,403,121
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$16.90	$15.02	$14.65	$13.67	$13.32	$13.22	$12.82	$12.44	$11.64	$11.55
Value at end of period	$17.90	$16.90	$15.02	$14.65	$13.67	$13.32	$13.22	$12.82	$12.44	$11.64
Number of accumulation units outstanding at end of period	37,652,999	38,979,544	27,390,668	9,264,287	4,360,216	4,194,516	3,434,155	2,698,621	1,936,134	244,538
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.20	$8.35	$13.01	$12.59	$10.96	$10.00
Value at end of period	$11.62	$10.20	$8.35	$13.01	$12.59	$10.96
Number of accumulation units outstanding at end of period	609,977	529,027	574,371	705,399	947,681	835,053
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.10	$8.20	$12.47	$12.02	$10.88	$10.00
Value at end of period	$11.71	$10.10	$8.20	$12.47	$12.02	$10.88
Number of accumulation units outstanding at end of period	5,811,507	6,741,283	6,906,770	6,866,041	6,977,641	6,591,837
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.31	$8.25
Value at end of period	$8.82	$8.31
Number of accumulation units outstanding at end of period	11,268,717	9,235,050

Landmark

CFI 6


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.37	$9.21
Value at end of period	$10.28	$9.37
Number of accumulation units outstanding at end of period	90,407,563	98,222,251
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.63	$9.49
Value at end of period	$10.51	$9.63
Number of accumulation units outstanding at end of period	65,664,893	70,210,170
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.86	$9.75
Value at end of period	$10.62	$9.86
Number of accumulation units outstanding at end of period	33,887,801	36,618,477
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.67	$10.14
Value at end of period	$14.01	$12.67
Number of accumulation units outstanding at end of period	980,480	1,093,134
ING RUSSELLTM LARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.13	$6.70	$10.17
Value at end of period	$8.96	$8.13	$6.70
Number of accumulation units outstanding at end of period	3,433,711	3,566,009	744,806
ING RUSSELLTM LARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.49	$10.35
Value at end of period	$13.65	$12.49
Number of accumulation units outstanding at end of period	200,934	150,954
ING RUSSELLTM MID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.97	$10.36
Value at end of period	$16.06	$12.97
Number of accumulation units outstanding at end of period	2,324,538	2,008,990
ING RUSSELLTM MID CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.41	$6.12	$10.25
Value at end of period	$10.33	$8.41	$6.12
Number of accumulation units outstanding at end of period	2,724,466	2,544,207	1,062,310
ING RUSSELLTM SMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.65	$6.96	$10.15
Value at end of period	$10.72	$8.65	$6.96
Number of accumulation units outstanding at end of period	2,760,386	2,679,879	1,754,101
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$7.16	$5.57	$8.65	$8.01	$7.25	$6.77	$6.26	$4.60	$8.32	$10.00
Value at end of period	$9.29	$7.16	$5.57	$8.65	$8.01	$7.25	$6.77	$6.26	$4.60	$8.32
Number of accumulation units outstanding at end of period	559,739	648,234	749,440	1,055,828	1,332,137	1,407,649	1,295,970	951,109	563,709	111,946

Landmark

CFI 7


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.93	$7.14	$10.05
Value at end of period	$10.89	$8.93	$7.14
Number of accumulation units outstanding at end of period	1,764,765	1,604,687	1,110,458
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$43.63	$33.29	$46.70	$45.49	$40.34	$38.07	$33.19	$26.95	$27.27	$25.23
Value at end of period	$48.93	$43.63	$33.29	$46.70	$45.49	$40.34	$38.07	$33.19	$26.95	$27.27
Number of accumulation units outstanding at end of period	9,126,872	9,553,987	9,041,619	6,659,145	5,521,892	4,439,198	3,119,934	1,938,760	1,232,631	477,872
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$25.87	$21.05	$33.28	$32.84	$28.03	$27.43	$24.27	$19.72	$23.10	$23.17
Value at end of period	$29.25	$25.87	$21.05	$33.28	$32.84	$28.03	$27.43	$24.27	$19.72	$23.10
Number of accumulation units outstanding at end of period	2,715,477	2,949,818	2,853,748	2,749,873	2,871,656	2,827,868	2,602,040	1,543,749	814,591	410,546
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.08	$5.76	$10.16	$10.04
Value at end of period	$9.26	$8.08	$5.76	$10.16
Number of accumulation units outstanding at end of period	2,043,344	2,291,739	1,184,847	552,903
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.58	$7.39	$12.65	$11.16	$10.35
Value at end of period	$10.23	$9.58	$7.39	$12.65	$11.16
Number of accumulation units outstanding at end of period	4,791,752	4,275,236	3,649,197	1,480,050	367,715
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$19.80	$15.22	$25.65	$25.47	$21.24	$19.65	$18.01	$13.43	$17.11	$19.75
Value at end of period	$20.98	$19.80	$15.22	$25.65	$25.47	$21.24	$19.65	$18.01	$13.43	$17.11
Number of accumulation units outstanding at end of period	1,648,993	1,778,535	1,823,433	1,982,382	1,812,177	1,493,366	1,520,291	1,411,896	1,121,604	791,259
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during August 2006)
Value at beginning of period	$10.06	$7.08	$11.99	$11.39	$10.03
Value at end of period	$10.99	$10.06	$7.08	$11.99	$11.39
Number of accumulation units outstanding at end of period	84,198	90,886	109,563	183,572	73,215
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$10.57	$10.18	$9.98
Value at end of period	$11.01	$10.57	$10.18
Number of accumulation units outstanding at end of period	3,769,609	4,694,672	2,170,741
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.19	$7.87	$13.34	$13.44	$11.96	$11.15
Value at end of period	$11.32	$10.19	$7.87	$13.34	$13.44	$11.96
Number of accumulation units outstanding at end of period	59,304	71,833	76,306	110,186	165,341	45,256
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.68	$8.45	$13.52	$14.07	$12.35	$12.13
Value at end of period	$12.09	$10.68	$8.45	$13.52	$14.07	$12.35
Number of accumulation units outstanding at end of period	2,618,723	2,361,640	2,466,881	2,285,681	2,066,249	1,620,818
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.01	$9.15	$12.17	$11.98	$10.84	$10.16
Value at end of period	$12.14	$11.01	$9.15	$12.17	$11.98	$10.84
Number of accumulation units outstanding at end of period	3,483,701	3,059,375	2,755,180	1,231,628	629,056	369,153


Landmark		CFI 8


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$25.36	$20.81	$31.22	$30.94	$27.12	$25.05	$22.32	$17.75	$21.17	$24.45
Value at end of period	$28.06	$25.36	$20.81	$31.22	$30.94	$27.12	$25.05	$22.32	$17.75	$21.17
Number of accumulation units outstanding at end of period	1,501,512	1,868,297	1,880,516	1,762,926	1,711,788	1,524,990	1,423,862	1,070,653	835,108	752,796
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.64	$9.01	$12.84	$12.03	$10.74	$9.89	$9.95
Value at end of period	$11.19	$10.64	$9.01	$12.84	$12.03	$10.74	$9.89
Number of accumulation units outstanding at end of period	1,954,357	2,271,236	2,194,489	1,676,945	1,500,555	1,302,047	346,643
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.75	$6.06	$9.91
Value at end of period	$8.07	$7.75	$6.06
Number of accumulation units outstanding at end of period	8,081,998	8,771,637	8,258,859
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$10.10	$7.74	$13.81	$14.16	$11.55	$11.89	$10.66	$8.43	$10.00
Value at end of period	$12.11	$10.10	$7.74	$13.81	$14.16	$11.55	$11.89	$10.66	$8.43
Number of accumulation units outstanding at end of period	189,811	229,699	251,552	305,746	387,669	507,068	542,920	224,254	65,382
PROFUND VP BULL
Value at beginning of period	$7.57	$6.19	$10.10	$9.92	$8.87	$8.78	$8.20	$6.64	$8.88	$10.00
Value at end of period	$8.38	$7.57	$6.19	$10.10	$9.92	$8.87	$8.78	$8.20	$6.64	$8.88
Number of accumulation units outstanding at end of period	107,937	141,448	153,084	191,977	222,576	276,280	391,752	212,538	127,500	92,175
PROFUND VP EUROPE 30
Value at beginning of period	$9.17	$7.05	$12.80	$11.36	$9.83	$9.24	$8.22	$6.03	$8.25	$10.00
Value at end of period	$9.26	$9.17	$7.05	$12.80	$11.36	$9.83	$9.24	$8.22	$6.03	$8.25
Number of accumulation units outstanding at end of period	85,151	99,630	111,818	143,536	183,750	204,701	236,069	118,462	64,316	14,668
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.95	$4.58	$7.50	$8.05	$7.43	$8.20	$9.36	$10.00
Value at end of period	$4.92	$5.95	$4.58	$7.50	$8.05	$7.43	$8.20	$9.36
Number of accumulation units outstanding at end of period	268,098	302,483	369,403	554,470	675,338	692,648	737,507	29,131



Separate Account Annual Charges of 1.80%

	2010	2009	2008	2007	2006	2005
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.46	$7.97	$10.04
Value at end of period	$10.20	$9.46	$7.97
Number of accumulation units outstanding at end of period	4,848,084	6,969,529	2,906,934
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2002)
Value at beginning of period	$16.72	$13.62	$19.31	$20.19	$17.22	$16.63
Value at end of period	$20.77	$16.72	$13.62	$19.31	$20.19	$17.22
Number of accumulation units outstanding at end of period	373,935	421,323	490,206	635,853	883,123	1,123,510

Landmark

CFI 9


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$13.23	$9.95	$17.68	$15.35	$14.03	$12.24
Value at end of period	$15.20	$13.23	$9.95	$17.68	$15.35	$14.03
Number of accumulation units outstanding at end of period	2,816,261	3,266,422	3,901,938	3,429,987	2,418,016	1,399,642
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.45	$7.41	$13.19	$13.26	$11.26	$10.86
Value at end of period	$10.66	$9.45	$7.41	$13.19	$13.26	$11.26
Number of accumulation units outstanding at end of period	910,073	1,046,724	1,236,481	1,644,617	1,865,881	1,488,441
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.69	$7.17	$9.96
Value at end of period	$9.55	$8.69	$7.17
Number of accumulation units outstanding at end of period	1,325,090	1,225,465	984,329
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.71	$8.81	$10.01
Value at end of period	$10.11	$9.71	$8.81
Number of accumulation units outstanding at end of period	3,074,339	3,127,659	1,643,859
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.00	$8.58	$14.13	$13.77	$12.24	$11.83
Value at end of period	$11.97	$11.00	$8.58	$14.13	$13.77	$12.24
Number of accumulation units outstanding at end of period	5,370,763	5,913,595	6,229,254	6,176,038	5,052,756	3,869,182
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.82	$8.68	$15.86	$14.45	$13.42	$11.82
Value at end of period	$13.70	$11.82	$8.68	$15.86	$14.45	$13.42
Number of accumulation units outstanding at end of period	7,734,697	8,430,744	8,891,894	8,337,206	6,955,941	5,322,761
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.28	$12.36	$21.88	$18.66	$16.05	$13.52
Value at end of period	$18.10	$17.28	$12.36	$21.88	$18.66	$16.05
Number of accumulation units outstanding at end of period	3,947,550	4,416,575	4,068,747	4,171,265	3,422,931	2,431,609
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$12.00	$9.07	$9.48
Value at end of period	$13.28	$12.00	$9.07
Number of accumulation units outstanding at end of period	2,687,618	691,774	55,276
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.15	$11.13	$20.11	$17.59	$13.86	$12.24
Value at end of period	$13.79	$13.15	$11.13	$20.11	$17.59	$13.86
Number of accumulation units outstanding at end of period	2,463,264	2,920,147	2,661,316	3,196,051	2,459,104	1,478,096
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.91	$7.47	$12.94	$12.42	$10.97	$10.02
Value at end of period	$12.31	$9.91	$7.47	$12.94	$12.42	$10.97
Number of accumulation units outstanding at end of period	1,752,103	1,928,884	1,662,196	1,404,432	930,874	428,655

Landmark

CFI 10


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.55	$9.87
Value at end of period	$10.93	$10.55
Number of accumulation units outstanding at end of period	1,388,091	1,262,403
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.89	$7.73	$12.92	$12.33	$11.72	$10.82
Value at end of period	$11.01	$9.89	$7.73	$12.92	$12.33	$11.72
Number of accumulation units outstanding at end of period	827,960	798,930	881,147	947,230	944,396	1,075,154
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.04	$9.06	$14.26	$13.92	$12.18	$11.78
Value at end of period	$10.94	$10.04	$9.06	$14.26	$13.92	$12.18
Number of accumulation units outstanding at end of period	129,470	149,178	195,642	268,538	356,735	312,414
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.72	$6.48	$9.99
Value at end of period	$11.28	$9.72	$6.48
Number of accumulation units outstanding at end of period	1,481,272	1,517,674	917,208
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.35	$7.13	$12.37	$13.59	$11.04
Value at end of period	$10.65	$9.35	$7.13	$12.37	$13.59
Number of accumulation units outstanding at end of period	692,761	777,699	812,892	807,124	393,066
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$48.88	$36.63	$60.68	$75.12	$55.57	$48.45
Value at end of period	$61.44	$48.88	$36.63	$60.68	$75.12	$55.57
Number of accumulation units outstanding at end of period	404,020	477,698	584,295	781,012	1,107,145	1,005,107
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.04	$6.56	$10.14	$10.03	$10.05
Value at end of period	$9.89	$8.04	$6.56	$10.14	$10.03
Number of accumulation units outstanding at end of period	1,137,911	1,385,994	1,404,795	1,243,597	705,941
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$8.74	$6.76	$11.33	$11.08	$9.91	$9.96
Value at end of period	$9.62	$8.74	$6.76	$11.33	$11.08	$9.91
Number of accumulation units outstanding at end of period	1,614,112	1,850,971	1,749,544	1,154,958	673,675	19,330
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$6.95	$5.81	$10.39	$10.00
Value at end of period	$8.52	$6.95	$5.81	$10.39
Number of accumulation units outstanding at end of period	1,762,473	1,012,575	1,114,370	688,897
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.80	$9.61
Value at end of period	$8.75	$9.80
Number of accumulation units outstanding at end of period	14,690	1,770

Landmark

CFI 11


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING FMRSM DIVERSIFIED MID CAP PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$13.26	$9.70	$16.24	$14.44	$13.14	$11.45
Value at end of period	$16.72	$13.26	$9.70	$16.24	$14.44	$13.14
Number of accumulation units outstanding at end of period	4,275,347	4,760,795	5,294,854	5,746,779	3,797,707	3,735,442
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.89	$7.63	$10.98	$10.90	$10.02
Value at end of period	$10.97	$9.89	$7.63	$10.98	$10.90
Number of accumulation units outstanding at end of period	2,382,800	2,760,884	2,565,615	2,094,651	1,378,070
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$9.00	$7.24	$11.85	$12.42
Value at end of period	$9.86	$9.00	$7.24	$11.85
Number of accumulation units outstanding at end of period	1,182,069	1,066,361	1,218,514	1,167,086
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.74	$6.05	$9.58	$10.00
Value at end of period	$8.42	$7.74	$6.05	$9.58
Number of accumulation units outstanding at end of period	3,789,489	4,333,267	5,261,646	3,338,384
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.25	$9.96
Value at end of period	$10.96	$10.25
Number of accumulation units outstanding at end of period	7,138	723
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$34.21	$25.33	$43.73	$33.42	$28.03	$20.72
Value at end of period	$40.87	$34.21	$25.33	$43.73	$33.42	$28.03
Number of accumulation units outstanding at end of period	1,034,065	1,312,710	1,456,292	1,449,552	1,187,540	958,681
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.76	$6.07	$9.95	$9.83
Value at end of period	$8.67	$7.76	$6.07	$9.95
Number of accumulation units outstanding at end of period	4,737,771	5,220,432	4,115,316	1,105
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.92	$9.99
Value at end of period	$13.65	$12.92
Number of accumulation units outstanding at end of period	248,033	259,227
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.52	$7.05	$11.47	$11.15	$9.94	$9.62
Value at end of period	$9.51	$8.52	$7.05	$11.47	$11.15	$9.94
Number of accumulation units outstanding at end of period	1,294,912	1,391,986	1,763,254	1,814,201	1,154,154	1,190,341
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.00	$9.29	$15.20	$14.70	$13.72	$12.60
Value at end of period	$14.32	$12.00	$9.29	$15.20	$14.70	$13.72
Number of accumulation units outstanding at end of period	573,103	628,781	813,645	979,846	799,019	577,024

Landmark

CFI 12


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$11.74	$9.60	$14.74	$16.05	$14.40	$13.66
Value at end of period	$14.12	$11.74	$9.60	$14.74	$16.05	$14.40
Number of accumulation units outstanding at end of period	594,432	638,276	778,310	868,470	986,086	572,793
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$11.90	$10.89	$12.14	$11.70	$11.48	$11.35
Value at end of period	$12.80	$11.90	$10.89	$12.14	$11.70	$11.48
Number of accumulation units outstanding at end of period	6,019,746	6,442,678	6,841,165	6,989,870	4,238,741	2,290,174
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.57	$6.05	$10.23
Value at end of period	$8.00	$7.57	$6.05
Number of accumulation units outstanding at end of period	391,365	619,576	47,456
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$11.18	$8.35	$16.66	$14.04	$11.62	$10.23
Value at end of period	$12.52	$11.18	$8.35	$16.66	$14.04	$11.62
Number of accumulation units outstanding at end of period	2,814,830	3,321,203	4,062,901	4,291,191	920,095	599,753
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.85	$9.48
Value at end of period	$10.99	$9.85
Number of accumulation units outstanding at end of period	10,394	79
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$19.70	$11.69	$24.43	$17.97	$13.47	$10.18
Value at end of period	$23.27	$19.70	$11.69	$24.43	$17.97	$13.47
Number of accumulation units outstanding at end of period	1,772,314	2,344,576	2,305,399	2,898,044	2,182,854	1,662,498
ING JPMORGAN MID CAP VALUE PORTFOLIO
Value at beginning of period	$13.73	$11.13	$16.93	$16.84	$14.72	$13.82
Value at end of period	$16.58	$13.73	$11.13	$16.93	$16.84	$14.72
Number of accumulation units outstanding at end of period	357,238	182,345	132,504	16,585	24,037	28,793
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.35	$9.88	$14.36	$14.87	$12.98	$13.63
Value at end of period	$15.37	$12.35	$9.88	$14.36	$14.87	$12.98
Number of accumulation units outstanding at end of period	1,514,461	1,010,425	1,055,689	1,367,669	1,290,727	1,019,675
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.08	$8.63	$12.14	$11.07	$10.68	$10.46
Value at end of period	$13.55	$12.08	$8.63	$12.14	$11.07	$10.68
Number of accumulation units outstanding at end of period	591,995	527,266	41,671	17,975	34,235	24,325
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.18	$7.86	$13.19	$13.69	$12.67	$11.61
Value at end of period	$12.41	$10.18	$7.86	$13.19	$13.69	$12.67
Number of accumulation units outstanding at end of period	462,521	512,068	555,555	597,343	586,454	554,505
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$20.81	$19.77	$20.18	$19.43	$19.06	$19.09
Value at end of period	$21.07	$20.81	$19.77	$20.18	$19.43	$19.06
Number of accumulation units outstanding at end of period	530,599	653,704	783,306	957,759	1,180,647	1,480,017

Landmark

CFI 13


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$15.49	$15.72	$15.63	$15.16	$14.75	$14.62
Value at end of period	$15.21	$15.49	$15.72	$15.63	$15.16	$14.75
Number of accumulation units outstanding at end of period	6,397,630	8,928,514	14,082,141	6,861,179	4,440,473	3,755,357
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
(Fund first available during February 2000)
Value at beginning of period	$9.86	$8.46	$13.58	$13.28	$11.50	$11.10
Value at end of period	$11.35	$9.86	$8.46	$13.58	$13.28	$11.50
Number of accumulation units outstanding at end of period	401,091	470,258	561,631	718,263	1,144,372	1,082,721
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$13.51	$10.67	$18.20	$16.23	$15.75	$14.73
Value at end of period	$15.90	$13.51	$10.67	$18.20	$16.23	$15.75
Number of accumulation units outstanding at end of period	2,727,840	2,868,360	3,003,393	3,529,606	3,877,205	4,449,482
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.96	$8.85	$17.86	$15.08	$12.38	$10.02
Value at end of period	$13.37	$11.96	$8.85	$17.86	$15.08	$12.38
Number of accumulation units outstanding at end of period	901,392	1,037,305	1,373,994	1,510,517	1,142,975	901,211
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$23.30	$20.13	$26.40	$25.85	$23.51	$23.27
Value at end of period	$25.14	$23.30	$20.13	$26.40	$25.85	$23.51
Number of accumulation units outstanding at end of period	2,382,861	2,752,674	3,103,640	3,561,363	3,976,403	4,475,568
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.57	$11.17	$18.26	$14.60	$11.37	$10.14
Value at end of period	$16.26	$14.57	$11.17	$18.26	$14.60	$11.37
Number of accumulation units outstanding at end of period	1,559,566	1,755,807	2,056,677	2,306,877	1,533,268	997,079
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$8.84	$6.38	$10.43	$8.47	$8.01	$7.41
Value at end of period	$11.28	$8.84	$6.38	$10.43	$8.47	$8.01
Number of accumulation units outstanding at end of period	2,888,373	2,685,458	2,730,320	218,989	263,523	307,230
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$15.08	$11.91	$16.98	$15.76	$13.23	$12.10
Value at end of period	$16.86	$15.08	$11.91	$16.98	$15.76	$13.23
Number of accumulation units outstanding at end of period	1,201,405	1,082,379	1,134,916	1,414,688	1,445,695	1,194,633
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$9.74	$8.56	$9.22
Value at end of period	$10.30	$9.74	$8.56
Number of accumulation units outstanding at end of period	431,814	196,937	27,689
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$10.59	$8.43	$9.28
Value at end of period	$11.86	$10.59	$8.43
Number of accumulation units outstanding at end of period	354,568	128,611	18,159

Landmark

CFI 14


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Funds were first received in this option during May 2005)
Value at beginning of period	$13.00	$9.50	$16.26	$15.57	$13.48	$12.12
Value at end of period	$14.79	$13.00	$9.50	$16.26	$15.57	$13.48
Number of accumulation units outstanding at end of period	343,403	400,384	526,642	522,373	475,907	134,955
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.33	$9.09	$11.95	$11.83	$11.06	$10.79
Value at end of period	$14.96	$13.33	$9.09	$11.95	$11.83	$11.06
Number of accumulation units outstanding at end of period	2,614,587	2,426,606	2,840,103	3,904,787	4,721,058	4,992,196
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$16.52	$14.70	$14.36	$13.42	$13.10	$13.02
Value at end of period	$17.47	$16.52	$14.70	$14.36	$13.42	$13.10
Number of accumulation units outstanding at end of period	11,919,258	12,599,338	10,172,225	5,634,377	4,447,759	4,451,341
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.12	$8.30	$12.95	$12.56	$10.95	$10.22
Value at end of period	$11.52	$10.12	$8.30	$12.95	$12.56	$10.95
Number of accumulation units outstanding at end of period	262,745	317,218	362,301	513,440	571,205	547,803
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.03	$8.16	$12.42	$11.99	$10.87	$10.07
Value at end of period	$11.61	$10.03	$8.16	$12.42	$11.99	$10.87
Number of accumulation units outstanding at end of period	3,113,938	3,455,151	3,832,716	3,116,838	3,098,485	3,271,699
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.31	$8.25
Value at end of period	$8.80	$8.31
Number of accumulation units outstanding at end of period	2,875,864	2,703,689
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.36	$9.21
Value at end of period	$10.26	$9.36
Number of accumulation units outstanding at end of period	25,710,826	27,999,679
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.62	$9.49
Value at end of period	$10.49	$9.62
Number of accumulation units outstanding at end of period	13,847,272	14,888,749
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.85	$9.75
Value at end of period	$10.60	$9.85
Number of accumulation units outstanding at end of period	8,948,023	9,835,817
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.65	$9.99
Value at end of period	$13.97	$12.65
Number of accumulation units outstanding at end of period	621,152	723,428

Landmark

CFI 15


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING RUSSELLTM LARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.11	$6.69	$10.26
Value at end of period	$8.92	$8.11	$6.69
Number of accumulation units outstanding at end of period	2,936,570	3,311,747	70,825
ING RUSSELLTM LARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.47	$10.35
Value at end of period	$13.61	$12.47
Number of accumulation units outstanding at end of period	224,171	118,763
ING RUSSELLTM MID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.96	$10.34
Value at end of period	$16.01	$12.96
Number of accumulation units outstanding at end of period	1,252,894	1,184,289
ING RUSSELLTM MID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.39	$6.11	$10.36
Value at end of period	$10.29	$8.39	$6.11
Number of accumulation units outstanding at end of period	674,522	678,895	178,288
ING RUSSELLTM SMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.63	$6.95	$10.06
Value at end of period	$10.68	$8.63	$6.95
Number of accumulation units outstanding at end of period	1,054,400	769,485	523,436
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$7.06	$5.50	$8.57	$7.94	$7.20	$6.73
Value at end of period	$9.16	$7.06	$5.50	$8.57	$7.94	$7.20
Number of accumulation units outstanding at end of period	580,520	644,943	732,042	939,894	1,367,397	1,411,612
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.91	$7.13	$10.05
Value at end of period	$10.85	$8.91	$7.13
Number of accumulation units outstanding at end of period	494,420	417,162	703,123
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$42.26	$32.30	$45.37	$44.26	$39.31	$37.15
Value at end of period	$47.32	$42.26	$32.30	$45.37	$44.26	$39.31
Number of accumulation units outstanding at end of period	4,075,631	4,426,485	4,902,623	5,191,113	5,411,561	5,593,875
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$25.06	$20.42	$32.34	$31.95	$27.32	$26.77
Value at end of period	$28.29	$25.06	$20.42	$32.34	$31.95	$27.32
Number of accumulation units outstanding at end of period	1,710,923	1,863,854	1,928,956	2,150,982	2,435,514	2,579,967
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.04	$5.74	$10.15	$10.10
Value at end of period	$9.21	$8.04	$5.74	$10.15
Number of accumulation units outstanding at end of period	604,139	674,879	195,992	158,947

Landmark

CFI 16


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.53	$7.36	$12.62	$11.15	$10.30
Value at end of period	$10.16	$9.53	$7.36	$12.62	$11.15
Number of accumulation units outstanding at end of period	1,654,953	1,636,070	1,372,927	736,724	278,154
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$19.29	$14.85	$25.06	$24.92	$20.82	$19.29
Value at end of period	$20.41	$19.29	$14.85	$25.06	$24.92	$20.82
Number of accumulation units outstanding at end of period	1,057,096	1,191,389	1,253,473	1,456,654	1,566,073	1,545,865
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during August 2006)
Value at beginning of period	$10.01	$7.06	$11.96	$11.39	$10.03
Value at end of period	$10.92	$10.01	$7.06	$11.96	$11.39
Number of accumulation units outstanding at end of period	39,166	42,576	48,574	70,916	36,474
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.54	$10.17	$9.99
Value at end of period	$10.96	$10.54	$10.17
Number of accumulation units outstanding at end of period	1,315,740	1,307,591	927,557
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.10	$7.82	$13.27	$13.39	$11.93	$11.21
Value at end of period	$11.21	$10.10	$7.82	$13.27	$13.39	$11.93
Number of accumulation units outstanding at end of period	29,620	33,028	35,559	51,489	97,176	19,477
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.55	$8.36	$13.41	$13.97	$12.28	$12.08
Value at end of period	$11.93	$10.55	$8.36	$13.41	$13.97	$12.28
Number of accumulation units outstanding at end of period	755,522	443,853	451,445	438,690	316,783	271,921
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.94	$9.10	$12.12	$11.95	$10.83	$10.16
Value at end of period	$12.03	$10.94	$9.10	$12.12	$11.95	$10.83
Number of accumulation units outstanding at end of period	1,123,219	979,826	1,330,884	454,672	212,735	247,764
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$24.74	$20.33	$30.55	$30.32	$26.62	$24.63
Value at end of period	$27.34	$24.74	$20.33	$30.55	$30.32	$26.62
Number of accumulation units outstanding at end of period	1,201,379	1,432,519	1,558,547	1,754,312	1,927,762	1,917,353
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.55	$8.94	$12.77	$11.98	$10.71	$9.88
Value at end of period	$11.08	$10.55	$8.94	$12.77	$11.98	$10.71
Number of accumulation units outstanding at end of period	881,629	1,036,251	1,358,965	1,188,199	1,155,987	1,100,939
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.73	$6.05	$9.95
Value at end of period	$8.03	$7.73	$6.05
Number of accumulation units outstanding at end of period	1,372,236	1,557,832	996,625

Landmark

CFI 17


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$9.99	$7.66	$13.69	$14.06	$11.49	$11.84
Value at end of period	$11.95	$9.99	$7.66	$13.69	$14.06	$11.49
Number of accumulation units outstanding at end of period	118,821	139,559	178,445	230,164	269,235	352,163
PROFUND VP BULL
(Fund first available during May 2001)
Value at beginning of period	$7.47	$6.12	$9.99	$9.83	$8.81	$8.73
Value at end of period	$8.26	$7.47	$6.12	$9.99	$9.83	$8.81
Number of accumulation units outstanding at end of period	130,992	149,993	169,003	252,067	433,675	743,586
PROFUND VP EUROPE 30
(Fund first available during May 2001)
Value at beginning of period	$9.05	$6.97	$12.67	$11.26	$9.76	$9.19
Value at end of period	$9.12	$9.05	$6.97	$12.67	$11.26	$9.76
Number of accumulation units outstanding at end of period	54,520	58,519	74,237	87,075	125,928	237,235
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.89	$4.54	$7.45	$8.01	$7.40	$8.18
Value at end of period	$4.86	$5.89	$4.54	$7.45	$8.01	$7.40
Number of accumulation units outstanding at end of period	130,604	152,633	175,733	310,053	513,019	425,290



Separate Account Annual Charges of 1.90%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.45	$7.96	$10.08
Value at end of period	$10.17	$9.45	$7.96
Number of accumulation units outstanding at end of period	5,511,971	4,707,829	2,686,181
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$16.61	$13.54	$19.22	$20.11	$17.17	$16.60	$13.80	$10.00
Value at end of period	$20.61	$16.61	$13.54	$19.22	$20.11	$17.17	$16.60	$13.80
Number of accumulation units outstanding at end of period	1,253,426	1,427,286	1,667,318	2,082,688	2,514,607	2,978,691	2,732,107	510,581
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.21	$8.43	$15.00	$13.04	$11.93	$10.24
Value at end of period	$12.86	$11.21	$8.43	$15.00	$13.04	$11.93
Number of accumulation units outstanding at end of period	4,113,038	4,756,315	5,247,164	4,513,073	2,822,943	1,295,394
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.37	$7.35	$13.10	$13.19	$11.21	$10.82	$9.92	$7.78	$9.57	$10.00
Value at end of period	$10.56	$9.37	$7.35	$13.10	$13.19	$11.21	$10.82	$9.92	$7.78	$9.57
Number of accumulation units outstanding at end of period	1,924,718	2,181,207	2,619,459	3,181,067	3,296,602	3,041,475	3,034,707	1,794,730	250,947	0
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.67	$7.16	$10.00
Value at end of period	$9.52	$8.67	$7.16
Number of accumulation units outstanding at end of period	1,148,052	946,478	671,272

Landmark

CFI 18


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.69	$8.81	$10.01
Value at end of period	$10.08	$9.69	$8.81
Number of accumulation units outstanding at end of period	2,515,630	2,868,327	1,618,624
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.93	$8.53	$14.07	$13.73	$12.21	$11.82	$10.97	$10.00
Value at end of period	$11.88	$10.93	$8.53	$14.07	$13.73	$12.21	$11.82	$10.97
Number of accumulation units outstanding at end of period	9,526,910	10,444,452	11,680,309	12,038,692	11,764,814	11,024,052	9,395,072	1,387,064
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.74	$8.63	$15.79	$14.40	$13.39	$11.81	$10.75	$10.00
Value at end of period	$13.60	$11.74	$8.63	$15.79	$14.40	$13.39	$11.81	$10.75
Number of accumulation units outstanding at end of period	13,894,289	15,045,553	16,053,739	16,140,532	15,100,999	14,220,295	12,085,363	1,785,979
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.17	$12.29	$21.78	$18.59	$16.01	$13.50	$11.60	$10.00
Value at end of period	$17.96	$17.17	$12.29	$21.78	$18.59	$16.01	$13.50	$11.60
Number of accumulation units outstanding at end of period	6,334,952	7,033,121	6,939,694	7,212,643	6,200,854	4,904,188	3,432,847	564,361
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during November 2008)
Value at beginning of period	$11.99	$9.07	$8.66
Value at end of period	$13.25	$11.99	$9.07
Number of accumulation units outstanding at end of period	634,097	392,644	10,077
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.04	$11.06	$20.00	$17.50	$13.81	$12.20	$10.55	$8.20	$10.00
Value at end of period	$13.67	$13.04	$11.06	$20.00	$17.50	$13.81	$12.20	$10.55	$8.20
Number of accumulation units outstanding at end of period	4,446,274	5,076,644	5,214,181	5,697,684	4,762,331	3,941,374	3,062,604	582,823	138,594
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.86	$7.44	$12.91	$12.40	$10.97	$10.02
Value at end of period	$12.24	$9.86	$7.44	$12.91	$12.40	$10.97
Number of accumulation units outstanding at end of period	1,893,963	2,011,324	1,594,619	1,443,539	829,650	390,338
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.55	$9.87
Value at end of period	$10.91	$10.55
Number of accumulation units outstanding at end of period	2,074,532	1,297,738
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.81	$7.68	$12.85	$12.27	$11.68	$10.79	$9.90	$7.95	$10.00
Value at end of period	$10.92	$9.81	$7.68	$12.85	$12.27	$11.68	$10.79	$9.90	$7.95
Number of accumulation units outstanding at end of period	1,616,152	1,733,826	1,723,706	1,982,636	2,083,053	2,389,297	242,746	199,717	62,915
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.96	$8.99	$14.18	$13.86	$12.14	$11.75	$10.74	$8.34	$10.00
Value at end of period	$10.84	$9.96	$8.99	$14.18	$13.86	$12.14	$11.75	$10.74	$8.34
Number of accumulation units outstanding at end of period	329,313	363,284	470,578	611,377	770,207	567,286	615,881	419,552	94,083

Landmark

CFI 19


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.70	$6.48	$9.99
Value at end of period	$11.24	$9.70	$6.48
Number of accumulation units outstanding at end of period	2,293,798	2,338,893	1,504,668
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.31	$7.11	$12.35	$13.58	$11.04
Value at end of period	$10.60	$9.31	$7.11	$12.35	$13.58
Number of accumulation units outstanding at end of period	875,949	1,044,015	1,153,794	1,134,337	570,155
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$47.85	$35.89	$59.52	$73.76	$54.62	$47.67	$35.28	$26.11	$26.56	$25.04
Value at end of period	$60.08	$47.85	$35.89	$59.52	$73.76	$54.62	$47.67	$35.28	$26.11	$26.56
Number of accumulation units outstanding at end of period	624,002	721,160	839,080	1,120,557	1,526,557	1,590,376	1,760,569	1,166,070	768,503	474,135
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.01	$6.54	$10.12	$10.02	$9.95
Value at end of period	$9.84	$8.01	$6.54	$10.12	$10.02
Number of accumulation units outstanding at end of period	1,067,665	1,341,865	1,520,350	1,150,009	541,660
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$8.70	$6.74	$11.31	$11.07	$9.91	$9.95
Value at end of period	$9.57	$8.70	$6.74	$11.31	$11.07	$9.91
Number of accumulation units outstanding at end of period	2,407,801	2,428,356	2,433,344	1,672,009	785,618	5,264
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$6.93	$5.80	$10.38	$10.25
Value at end of period	$8.49	$6.93	$5.80	$10.38
Number of accumulation units outstanding at end of period	1,394,626	1,083,079	1,215,513	663,066
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.80	$9.75
Value at end of period	$8.74	$9.80
Number of accumulation units outstanding at end of period	25,405	11,617
ING FMRSM DIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$13.14	$9.62	$16.12	$14.35	$13.07	$11.40	$9.36	$7.15	$9.04	$9.87
Value at end of period	$16.54	$13.14	$9.62	$16.12	$14.35	$13.07	$11.40	$9.36	$7.15	$9.04
Number of accumulation units outstanding at end of period	6,103,630	6,664,366	7,188,890	8,261,322	5,967,945	6,549,244	3,937,987	3,090,180	2,302,131	1,385,134
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.85	$7.61	$10.96	$10.89	$9.99
Value at end of period	$10.92	$9.85	$7.61	$10.96	$10.89
Number of accumulation units outstanding at end of period	3,763,514	4,554,087	3,636,173	3,220,954	1,071,985
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.97	$7.23	$11.85	$12.42
Value at end of period	$9.82	$8.97	$7.23	$11.85
Number of accumulation units outstanding at end of period	1,526,111	1,554,766	1,730,013	1,584,358

Landmark

CFI 20


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.72	$6.04	$9.57	$10.00
Value at end of period	$8.39	$7.72	$6.04	$9.57
Number of accumulation units outstanding at end of period	6,978,556	7,513,488	8,497,381	5,635,103
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.25	$9.96
Value at end of period	$10.95	$10.25
Number of accumulation units outstanding at end of period	28,966	28,776
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$33.49	$24.82	$42.89	$32.81	$27.55	$20.39	$19.53	$13.08	$13.22	$15.34
Value at end of period	$39.97	$33.49	$24.82	$42.89	$32.81	$27.55	$20.39	$19.53	$13.08	$13.22
Number of accumulation units outstanding at end of period	1,592,246	2,015,125	2,405,197	2,437,495	2,238,113	2,247,684	1,970,232	1,330,707	932,327	315,574
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.74	$6.07	$9.95	$9.83
Value at end of period	$8.64	$7.74	$6.07	$9.95
Number of accumulation units outstanding at end of period	7,192,594	7,919,871	6,454,891	1,845
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.92	$9.99
Value at end of period	$13.63	$12.92
Number of accumulation units outstanding at end of period	490,239	280,355
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.45	$7.00	$11.40	$11.09	$9.89	$9.59	$8.87	$10.00
Value at end of period	$9.42	$8.45	$7.00	$11.40	$11.09	$9.89	$9.59	$8.87
Number of accumulation units outstanding at end of period	1,266,072	1,393,889	1,576,522	1,886,827	2,321,125	2,196,981	1,954,792	957,662
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.63	$8.24	$13.49	$13.07	$12.21	$11.23	$9.66
Value at end of period	$12.68	$10.63	$8.24	$13.49	$13.07	$12.21	$11.23
Number of accumulation units outstanding at end of period	760,862	941,513	1,071,677	1,405,287	1,417,685	1,171,751	770,708
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.99	$8.18	$12.56	$13.70	$12.30	$11.68	$9.52
Value at end of period	$12.00	$9.99	$8.18	$12.56	$13.70	$12.30	$11.68
Number of accumulation units outstanding at end of period	687,193	776,162	887,215	1,095,770	1,218,124	1,018,543	711,336
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.81	$10.82	$12.07	$11.64	$11.43	$11.32	$11.04	$10.61	$10.00
Value at end of period	$12.69	$11.81	$10.82	$12.07	$11.64	$11.43	$11.32	$11.04	$10.61
Number of accumulation units outstanding at end of period	7,097,568	7,847,637	8,478,763	8,881,531	5,444,386	3,012,575	2,895,223	889,844	456,891
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.55	$6.04	$10.27
Value at end of period	$7.98	$7.55	$6.04
Number of accumulation units outstanding at end of period	676,624	622,917	45,302

Landmark

CFI 21


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$11.08	$8.28	$16.54	$13.95	$11.55	$10.19	$8.86	$6.01	$8.27	$8.88
Value at end of period	$12.39	$11.08	$8.28	$16.54	$13.95	$11.55	$10.19	$8.86	$6.01	$8.27
Number of accumulation units outstanding at end of period	5,245,952	5,961,602	6,492,493	6,992,349	1,609,124	1,336,164	1,251,267	1,098,078	520,898	420,371
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.85	$9.91
Value at end of period	$10.98	$9.85
Number of accumulation units outstanding at end of period	42,962	9,577
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$19.46	$11.56	$24.19	$17.81	$13.37	$10.11	$8.75	$6.08	$6.94	$7.47
Value at end of period	$22.97	$19.46	$11.56	$24.19	$17.81	$13.37	$10.11	$8.75	$6.08	$6.94
Number of accumulation units outstanding at end of period	2,540,647	3,118,848	3,371,812	4,099,712	3,297,524	2,969,517	1,999,161	1,334,968	847,173	509,513
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.49	$6.88	$10.43
Value at end of period	$10.24	$8.49	$6.88
Number of accumulation units outstanding at end of period	852,544	507,216	103,147
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.25	$9.81	$14.27	$14.80	$12.94	$13.63	$10.30	$7.82	$10.00
Value at end of period	$15.23	$12.25	$9.81	$14.27	$14.80	$12.94	$13.63	$10.30	$7.82
Number of accumulation units outstanding at end of period	1,677,564	1,431,537	1,543,172	1,837,316	1,995,937	1,880,314	2,099,655	1,006,794	155,620
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.01	$8.59	$12.09	$11.04	$10.66	$10.45	$9.78
Value at end of period	$13.46	$12.01	$8.59	$12.09	$11.04	$10.66	$10.45
Number of accumulation units outstanding at end of period	626,287	635,112	84,278	55,333	72,705	66,624	44,627
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.12	$7.81	$13.13	$13.64	$12.64	$11.59	$10.80	$10.00
Value at end of period	$12.32	$10.12	$7.81	$13.13	$13.64	$12.64	$11.59	$10.80
Number of accumulation units outstanding at end of period	1,231,687	1,394,251	1,596,012	1,822,960	1,954,226	2,097,685	1,947,332	291,189
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$20.37	$19.38	$19.80	$19.08	$18.73	$18.78	$18.89	$18.72	$17.80	$16.67
Value at end of period	$20.61	$20.37	$19.38	$19.80	$19.08	$18.73	$18.78	$18.89	$18.72	$17.80
Number of accumulation units outstanding at end of period	497,852	570,685	662,979	809,331	1,002,691	1,249,191	1,718,054	2,747,067	2,647,005	1,441,971
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$15.16	$15.41	$15.33	$14.89	$14.50	$14.38	$14.52	$14.70	$14.77	$14.50
Value at end of period	$14.87	$15.16	$15.41	$15.33	$14.89	$14.50	$14.38	$14.52	$14.70	$14.77
Number of accumulation units outstanding at end of period	6,728,953	9,071,926	14,339,345	6,659,336	4,840,452	4,301,910	5,864,378	5,938,918	7,015,870	6,235,817
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$9.76	$8.38	$13.47	$13.18	$11.43	$11.04	$10.24	$7.95	$10.53	$11.21
Value at end of period	$11.22	$9.76	$8.38	$13.47	$13.18	$11.43	$11.04	$10.24	$7.95	$10.53
Number of accumulation units outstanding at end of period	930,382	1,089,573	1,207,040	1,485,967	1,816,666	1,932,727	2,375,113	2,433,238	2,079,377	1,766,107
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$13.32	$10.53	$17.98	$16.06	$15.60	$14.60	$13.23	$10.16	$14.71	$21.49
Value at end of period	$15.66	$13.32	$10.53	$17.98	$16.06	$15.60	$14.60	$13.23	$10.16	$14.71
Number of accumulation units outstanding at end of period	3,358,032	3,726,638	4,064,826	4,681,871	4,926,378	5,698,458	5,851,107	5,372,714	4,149,074	4,093,894

Landmark

CFI 22


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.91	$8.82	$17.81	$15.06	$12.37	$10.16
Value at end of period	$13.29	$11.91	$8.82	$17.81	$15.06	$12.37
Number of accumulation units outstanding at end of period	1,398,501	1,597,899	1,976,963	2,102,469	1,598,864	1,569,304
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$22.95	$19.84	$26.04	$25.53	$23.25	$23.03	$21.12	$18.44	$19.81	$20.10
Value at end of period	$24.73	$22.95	$19.84	$26.04	$25.53	$23.25	$23.03	$21.12	$18.44	$19.81
Number of accumulation units outstanding at end of period	3,318,271	3,772,669	4,100,405	4,778,551	5,302,151	6,211,415	6,519,914	5,686,198	4,012,552	2,637,734
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.50	$11.13	$18.21	$14.58	$11.36	$10.05
Value at end of period	$16.17	$14.50	$11.13	$18.21	$14.58	$11.36
Number of accumulation units outstanding at end of period	2,389,107	2,538,123	2,883,147	3,244,037	2,323,302	2,039,373
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$8.76	$6.33	$10.36	$8.42	$7.97	$7.38	$7.04
Value at end of period	$11.17	$8.76	$6.33	$10.36	$8.42	$7.97	$7.38
Number of accumulation units outstanding at end of period	4,031,990	4,138,299	4,356,550	436,327	539,888	719,740	814,033
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.96	$11.83	$16.88	$15.69	$13.18	$12.07	$10.92	$8.82	$10.00
Value at end of period	$16.71	$14.96	$11.83	$16.88	$15.69	$13.18	$12.07	$10.92	$8.82
Number of accumulation units outstanding at end of period	1,950,347	1,910,899	2,022,869	2,273,525	2,396,200	2,218,687	1,699,597	898,110	201,786
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$9.73	$8.56	$8.95
Value at end of period	$10.27	$9.73	$8.56
Number of accumulation units outstanding at end of period	450,711	285,273	3,826
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$10.58	$8.43	$9.15
Value at end of period	$11.83	$10.58	$8.43
Number of accumulation units outstanding at end of period	195,411	42,406	4,126
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$11.46	$8.38	$14.35	$13.76	$11.92	$10.11
Value at end of period	$13.01	$11.46	$8.38	$14.35	$13.76	$11.92
Number of accumulation units outstanding at end of period	529,932	604,812	756,025	709,892	544,531	233,709
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.26	$9.05	$11.90	$11.80	$11.04	$10.78	$10.00
Value at end of period	$14.86	$13.26	$9.05	$11.90	$11.80	$11.04	$10.78
Number of accumulation units outstanding at end of period	5,158,323	4,670,489	5,369,703	6,804,743	7,551,384	7,071,207	8,122,576
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$16.26	$14.49	$14.17	$13.25	$12.95	$12.88	$12.52	$12.19	$11.43	$11.37
Value at end of period	$17.18	$16.26	$14.49	$14.17	$13.25	$12.95	$12.88	$12.52	$12.19	$11.43
Number of accumulation units outstanding at end of period	13,772,677	15,005,995	13,682,366	7,747,794	5,874,890	5,756,193	6,098,052	5,824,732	5,600,337	1,352,337

Landmark

CFI 23


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.08	$8.27	$12.92	$12.53	$10.94	$10.29
Value at end of period	$11.45	$10.08	$8.27	$12.92	$12.53	$10.94
Number of accumulation units outstanding at end of period	685,875	708,199	775,329	1,053,596	1,195,041	1,221,056
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during April 2005)
Value at beginning of period	$9.98	$8.13	$12.39	$11.97	$10.86	$10.00
Value at end of period	$11.55	$9.98	$8.13	$12.39	$11.97	$10.86
Number of accumulation units outstanding at end of period	6,289,618	7,096,385	7,802,111	7,068,072	7,358,725	8,389,895
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.31	$8.25
Value at end of period	$8.79	$8.31
Number of accumulation units outstanding at end of period	4,040,196	4,001,874
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.36	$9.21
Value at end of period	$10.25	$9.36
Number of accumulation units outstanding at end of period	31,017,378	33,987,767
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.62	$9.49
Value at end of period	$10.48	$9.62
Number of accumulation units outstanding at end of period	22,107,691	23,599,315
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.85	$9.75
Value at end of period	$10.58	$9.85
Number of accumulation units outstanding at end of period	12,585,777	13,586,124
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.64	$10.22
Value at end of period	$13.95	$12.64
Number of accumulation units outstanding at end of period	1,419,970	1,511,568
ING RUSSELLTM LARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.10	$6.69	$10.13
Value at end of period	$8.90	$8.10	$6.69
Number of accumulation units outstanding at end of period	3,660,782	4,297,104	146,070
ING RUSSELLTM LARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.47	$10.41
Value at end of period	$13.59	$12.47
Number of accumulation units outstanding at end of period	217,482	100,259
ING RUSSELLTM MID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.95	$10.36
Value at end of period	$15.99	$12.95
Number of accumulation units outstanding at end of period	1,892,550	1,977,020

Landmark

CFI 24


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RUSSELLTM MID CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.37	$6.11	$10.30
Value at end of period	$10.26	$8.37	$6.11
Number of accumulation units outstanding at end of period	682,865	694,129	82,850
ING RUSSELLTM SMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.61	$6.94	$10.02
Value at end of period	$10.65	$8.61	$6.94
Number of accumulation units outstanding at end of period	1,359,242	1,090,247	982,146
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$7.00	$5.46	$8.51	$7.90	$7.16	$6.71	$6.22	$4.58	$8.30	$10.00
Value at end of period	$9.07	$7.00	$5.46	$8.51	$7.90	$7.16	$6.71	$6.22	$4.58	$8.30
Number of accumulation units outstanding at end of period	1,136,270	1,276,815	1,431,240	1,780,746	2,209,988	2,509,631	2,585,684	2,876,835	1,196,797	253,382
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.89	$7.12	$10.25
Value at end of period	$10.82	$8.89	$7.12
Number of accumulation units outstanding at end of period	682,439	552,186	369,315
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$41.37	$31.65	$44.50	$43.46	$38.64	$36.56	$31.96	$26.01	$26.39	$24.47
Value at end of period	$46.28	$41.37	$31.65	$44.50	$43.46	$38.64	$36.56	$31.96	$26.01	$26.39
Number of accumulation units outstanding at end of period	4,786,444	5,180,368	5,666,249	6,129,080	6,356,611	6,812,134	6,613,564	5,130,780	3,927,375	1,940,881
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$24.53	$20.01	$31.72	$31.38	$26.85	$26.34	$23.37	$19.03	$22.35	$22.48
Value at end of period	$27.66	$24.53	$20.01	$31.72	$31.38	$26.85	$26.34	$23.37	$19.03	$22.35
Number of accumulation units outstanding at end of period	2,957,369	3,248,847	3,501,444	3,983,849	4,373,718	4,873,923	5,039,682	3,453,724	2,273,204	1,364,874
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.02	$5.73	$10.14	$10.10
Value at end of period	$9.17	$8.02	$5.73	$10.14
Number of accumulation units outstanding at end of period	961,014	1,015,681	360,843	391,503
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.49	$7.34	$12.60	$11.15	$10.12
Value at end of period	$10.11	$9.49	$7.34	$12.60	$11.15
Number of accumulation units outstanding at end of period	3,055,080	3,151,373	2,392,659	1,002,601	294,760
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
Value at beginning of period	$18.95	$14.60	$24.68	$24.57	$20.54	$19.05	$17.50	$13.09	$16.72	$19.34
Value at end of period	$20.04	$18.95	$14.60	$24.68	$24.57	$20.54	$19.05	$17.50	$13.09	$16.72
Number of accumulation units outstanding at end of period	1,717,330	1,857,874	1,778,369	2,097,951	2,254,550	2,134,120	2,325,689	2,098,781	1,515,003	1,118,604
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during August 2006)
Value at beginning of period	$9.97	$7.04	$11.95	$11.38	$10.04
Value at end of period	$10.87	$9.97	$7.04	$11.95	$11.38
Number of accumulation units outstanding at end of period	55,578	58,759	65,834	124,940	64,988
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.52	$10.16	$10.04
Value at end of period	$10.93	$10.52	$10.16
Number of accumulation units outstanding at end of period	1,484,474	1,335,045	1,356,859

Landmark

CFI 25


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.40	$7.28	$12.38	$12.50	$11.15	$10.11
Value at end of period	$10.42	$9.40	$7.28	$12.38	$12.50	$11.15
Number of accumulation units outstanding at end of period	12,493	15,457	21,470	47,086	218,720	31,306
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.75	$7.73	$12.41	$12.95	$11.39	$11.22
Value at end of period	$11.01	$9.75	$7.73	$12.41	$12.95	$11.39
Number of accumulation units outstanding at end of period	938,561	830,175	854,931	851,684	688,563	460,029
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.88	$9.07	$12.09	$11.93	$10.82	$10.15
Value at end of period	$11.96	$10.88	$9.07	$12.09	$11.93	$10.82
Number of accumulation units outstanding at end of period	1,337,345	1,395,113	1,767,987	513,212	279,474	224,811
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$24.34	$20.02	$30.11	$29.92	$26.29	$24.35	$21.75	$17.34	$20.73	$24.00
Value at end of period	$26.86	$24.34	$20.02	$30.11	$29.92	$26.29	$24.35	$21.75	$17.34	$20.73
Number of accumulation units outstanding at end of period	1,913,501	2,115,747	1,892,827	2,295,715	2,658,815	2,851,108	2,982,066	2,428,852	1,920,555	1,546,448
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.49	$8.90	$12.72	$11.95	$10.69	$9.87	$10.00
Value at end of period	$11.01	$10.49	$8.90	$12.72	$11.95	$10.69	$9.87
Number of accumulation units outstanding at end of period	1,576,540	1,741,307	2,035,890	2,123,732	2,245,162	2,164,815	592,804
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.71	$6.05	$9.95
Value at end of period	$8.01	$7.71	$6.05
Number of accumulation units outstanding at end of period	1,100,969	1,214,818	996,601
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$9.91	$7.61	$13.62	$14.00	$11.45	$11.81	$10.62	$8.41	$10.00
Value at end of period	$11.85	$9.91	$7.61	$13.62	$14.00	$11.45	$11.81	$10.62	$8.41
Number of accumulation units outstanding at end of period	242,023	274,472	315,815	403,230	471,297	615,019	668,459	510,398	100,699
PROFUND VP BULL
Value at beginning of period	$7.40	$6.07	$9.93	$9.77	$8.76	$8.70	$8.15	$6.61	$8.87	$10.00
Value at end of period	$8.18	$7.40	$6.07	$9.93	$9.77	$8.76	$8.70	$8.15	$6.61	$8.87
Number of accumulation units outstanding at end of period	472,306	511,062	571,347	675,764	984,870	1,504,578	1,940,698	1,278,503	491,042	103,369
PROFUND VP EUROPE 30
Value at beginning of period	$8.97	$6.91	$12.58	$11.20	$9.71	$9.16	$8.17	$6.00	$8.24	$10.00
Value at end of period	$9.03	$8.97	$6.91	$12.58	$11.20	$9.71	$9.16	$8.17	$6.00	$8.24
Number of accumulation units outstanding at end of period	192,226	209,356	262,466	341,949	471,666	593,071	557,626	445,959	218,083	19,682
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.86	$4.52	$7.42	$7.98	$7.39	$8.17	$9.35	$10.00
Value at end of period	$4.82	$5.86	$4.52	$7.42	$7.98	$7.39	$8.17	$9.35
Number of accumulation units outstanding at end of period	211,569	270,194	312,095	413,542	742,848	889,752	1,007,799	812,145

Landmark

CFI 26


	Condensed Financial Information (continued)




	Separate Account Annual Charges of 1.95%

	2010	2009	2008	2007	2006	2005
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.44	$7.96	$10.08
Value at end of period	$10.16	$9.44	$7.96
Number of accumulation units outstanding at end of period	9,731,707	8,786,491	4,810,195
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2002)
Value at beginning of period	$16.55	$13.51	$19.17	$20.07	$17.15	$16.58
Value at end of period	$20.53	$16.55	$13.51	$19.17	$20.07	$17.15
Number of accumulation units outstanding at end of period	373,700	427,908	464,506	548,499	661,159	649,073
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$13.06	$9.84	$17.51	$15.22	$13.93	$12.18
Value at end of period	$14.98	$13.06	$9.84	$17.51	$15.22	$13.93
Number of accumulation units outstanding at end of period	3,970,153	4,510,559	4,486,056	3,077,617	2,248,140	1,009,027
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.33	$7.32	$13.06	$13.15	$11.18	$10.80
Value at end of period	$10.51	$9.33	$7.32	$13.06	$13.15	$11.18
Number of accumulation units outstanding at end of period	774,051	833,581	901,576	1,010,383	813,783	547,233
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.66	$7.16	$10.00
Value at end of period	$9.51	$8.66	$7.16
Number of accumulation units outstanding at end of period	4,027,563	3,982,648	2,220,231
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$9.68	$8.80	$10.03
Value at end of period	$10.07	$9.68	$8.80
Number of accumulation units outstanding at end of period	4,313,505	4,129,209	2,361,763
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.89	$8.51	$14.04	$13.70	$12.19	$11.81
Value at end of period	$11.84	$10.89	$8.51	$14.04	$13.70	$12.19
Number of accumulation units outstanding at end of period	9,654,053	9,904,616	9,641,840	7,713,250	6,408,516	4,607,966
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.71	$8.61	$15.76	$14.38	$13.37	$11.80
Value at end of period	$13.55	$11.71	$8.61	$15.76	$14.38	$13.37
Number of accumulation units outstanding at end of period	13,344,122	14,066,484	13,439,437	10,172,994	8,382,071	5,632,392
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.11	$12.26	$21.73	$18.56	$16.00	$13.49
Value at end of period	$17.90	$17.11	$12.26	$21.73	$18.56	$16.00
Number of accumulation units outstanding at end of period	5,456,090	5,469,638	5,030,646	3,981,698	3,004,812	1,757,275

Landmark

CFI 27


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$11.98	$9.07	$11.36
Value at end of period	$13.23	$11.98	$9.07
Number of accumulation units outstanding at end of period	1,083,472	899,347	241,755
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.99	$11.02	$19.94	$17.46	$13.78	$12.19
Value at end of period	$13.61	$12.99	$11.02	$19.94	$17.46	$13.78
Number of accumulation units outstanding at end of period	2,488,105	2,895,638	2,881,981	2,195,699	1,466,038	692,426
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.84	$7.42	$12.89	$12.39	$10.96	$10.31
Value at end of period	$12.21	$9.84	$7.42	$12.89	$12.39	$10.96
Number of accumulation units outstanding at end of period	1,920,312	2,034,794	1,705,281	1,102,938	799,004	315,123
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.54	$9.88
Value at end of period	$10.91	$10.54
Number of accumulation units outstanding at end of period	1,335,718	736,563
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during March 2005)
Value at beginning of period	$9.77	$7.65	$12.81	$12.24	$11.65	$10.74
Value at end of period	$10.87	$9.77	$7.65	$12.81	$12.24	$11.65
Number of accumulation units outstanding at end of period	700,594	1,007,156	602,909	449,216	319,126	201,000
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.92	$8.96	$14.14	$13.82	$12.12	$11.73
Value at end of period	$10.80	$9.92	$8.96	$14.14	$13.82	$12.12
Number of accumulation units outstanding at end of period	105,725	120,583	131,529	156,547	158,830	74,087
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.69	$6.48	$9.99
Value at end of period	$11.23	$9.69	$6.48
Number of accumulation units outstanding at end of period	1,679,055	1,620,779	878,672
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.29	$7.10	$12.34	$13.57	$11.05
Value at end of period	$10.57	$9.29	$7.10	$12.34	$13.57
Number of accumulation units outstanding at end of period	1,076,870	1,272,193	1,232,834	604,316	167,558
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$47.34	$35.53	$58.95	$73.09	$54.16	$47.29
Value at end of period	$59.41	$47.34	$35.53	$58.95	$73.09	$54.16
Number of accumulation units outstanding at end of period	276,898	343,912	412,439	431,099	502,995	303,357
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.99	$6.54	$10.11	$10.02	$9.95
Value at end of period	$9.82	$7.99	$6.54	$10.11	$10.02
Number of accumulation units outstanding at end of period	1,279,028	1,440,440	1,534,466	887,486	373,022

Landmark

CFI 28


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$8.69	$6.73	$11.29	$11.06	$9.91	$10.02
Value at end of period	$9.54	$8.69	$6.73	$11.29	$11.06	$9.91
Number of accumulation units outstanding at end of period	2,482,365	2,512,125	2,198,501	970,586	498,026	958
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$6.92	$5.80	$10.38	$10.32
Value at end of period	$8.47	$6.92	$5.80	$10.38
Number of accumulation units outstanding at end of period	1,656,261	1,394,715	1,331,778	377,604
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.80	$10.14
Value at end of period	$8.73	$9.80
Number of accumulation units outstanding at end of period	55,335	1,623
ING FMRSM DIVERSIFIED MID CAP PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$13.08	$9.58	$16.06	$14.31	$13.04	$11.37
Value at end of period	$16.46	$13.08	$9.58	$16.06	$14.31	$13.04
Number of accumulation units outstanding at end of period	2,177,702	2,387,241	2,076,779	1,314,412	869,051	535,373
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.84	$7.60	$10.96	$10.88	$9.99
Value at end of period	$10.90	$9.84	$7.60	$10.96	$10.88
Number of accumulation units outstanding at end of period	3,315,680	3,386,163	2,759,068	1,629,601	656,451
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.96	$7.22	$11.84	$12.53
Value at end of period	$9.80	$8.96	$7.22	$11.84
Number of accumulation units outstanding at end of period	1,642,758	1,634,558	1,393,022	969,862
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.71	$6.03	$9.57	$10.09
Value at end of period	$8.37	$7.71	$6.03	$9.57
Number of accumulation units outstanding at end of period	9,675,208	9,647,235	8,875,069	3,084,070
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$10.25	$10.65
Value at end of period	$10.94	$10.25
Number of accumulation units outstanding at end of period	14,590	3,105
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$33.13	$24.57	$42.48	$32.51	$27.31	$20.22
Value at end of period	$39.52	$33.13	$24.57	$42.48	$32.51	$27.31
Number of accumulation units outstanding at end of period	1,208,420	1,475,926	1,454,849	878,652	524,482	246,689
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.73	$6.06	$9.95	$9.83
Value at end of period	$8.63	$7.73	$6.06	$9.95
Number of accumulation units outstanding at end of period	1,358,805	1,432,459	613,853	5,374

Landmark

CFI 29


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.91	$9.99
Value at end of period	$13.61	$12.91
Number of accumulation units outstanding at end of period	514,972	297,731
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.41	$6.97	$11.36	$11.06	$9.87	$9.57
Value at end of period	$9.37	$8.41	$6.97	$11.36	$11.06	$9.87
Number of accumulation units outstanding at end of period	927,565	995,207	1,099,093	1,224,324	842,997	747,104
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.84	$9.19	$15.05	$14.58	$13.63	$12.54
Value at end of period	$14.12	$11.84	$9.19	$15.05	$14.58	$13.63
Number of accumulation units outstanding at end of period	609,244	668,326	721,208	897,365	843,068	636,374
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$11.59	$9.49	$14.59	$15.92	$14.30	$13.59
Value at end of period	$13.92	$11.59	$9.49	$14.59	$15.92	$14.30
Number of accumulation units outstanding at end of period	440,060	470,167	505,902	709,109	678,476	487,498
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$11.76	$10.78	$12.03	$11.61	$11.41	$11.31
Value at end of period	$12.63	$11.76	$10.78	$12.03	$11.61	$11.41
Number of accumulation units outstanding at end of period	6,206,308	6,451,426	5,718,407	4,189,988	2,311,169	464,500
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.55	$6.04	$10.30
Value at end of period	$7.97	$7.55	$6.04
Number of accumulation units outstanding at end of period	571,744	540,619	72,627
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$11.03	$8.24	$16.48	$13.90	$11.52	$10.16
Value at end of period	$12.32	$11.03	$8.24	$16.48	$13.90	$11.52
Number of accumulation units outstanding at end of period	2,004,087	2,253,344	2,466,551	1,338,902	352,303	109,413
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.85	$9.77
Value at end of period	$10.97	$9.85
Number of accumulation units outstanding at end of period	33,251	2,545
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$19.34	$11.50	$24.07	$17.73	$13.31	$10.07
Value at end of period	$22.82	$19.34	$11.50	$24.07	$17.73	$13.31
Number of accumulation units outstanding at end of period	2,059,178	2,406,494	2,351,662	1,761,542	1,004,530	569,679
ING JPMORGAN MID CAP VALUE PORTFOLIO
Value at beginning of period	$13.57	$11.02	$16.78	$16.73	$14.64	$13.76
Value at end of period	$16.37	$13.57	$11.02	$16.78	$16.73	$14.64
Number of accumulation units outstanding at end of period	521,278	388,927	238,668	80,300	95,586	94,036
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.21	$9.77	$14.23	$14.77	$12.91	$13.63
Value at end of period	$15.17	$12.21	$9.77	$14.23	$14.77	$12.91
Number of accumulation units outstanding at end of period	808,465	638,318	612,948	810,007	615,365	362,665


Landmark		CFI 30


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during February 2005)
Value at beginning of period	$11.98	$8.57	$12.07	$11.03	$10.65	$10.02
Value at end of period	$13.42	$11.98	$8.57	$12.07	$11.03	$10.65
Number of accumulation units outstanding at end of period	641,795	404,582	28,155	14,873	19,180	9,371
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.08	$7.79	$13.10	$13.62	$12.63	$11.58
Value at end of period	$12.28	$10.08	$7.79	$13.10	$13.62	$12.63
Number of accumulation units outstanding at end of period	366,087	397,736	422,160	449,648	428,703	340,322
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$15.05	$15.30	$15.23	$14.80	$14.42	$14.31
Value at end of period	$14.76	$15.05	$15.30	$15.23	$14.80	$14.42
Number of accumulation units outstanding at end of period	3,726,691	4,944,633	6,218,579	1,844,856	953,694	465,550
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
(Fund first available during February 2000)
Value at beginning of period	$9.72	$8.34	$13.41	$13.14	$11.39	$11.01
Value at end of period	$11.16	$9.72	$8.34	$13.41	$13.14	$11.39
Number of accumulation units outstanding at end of period	86,648	91,955	103,936	137,751	136,373	32,982
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$13.23	$10.46	$17.87	$15.97	$15.52	$14.53
Value at end of period	$15.55	$13.23	$10.46	$17.87	$15.97	$15.52
Number of accumulation units outstanding at end of period	1,097,675	1,091,475	978,977	726,563	525,510	388,372
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.88	$8.80	$17.78	$15.04	$12.37	$10.02
Value at end of period	$13.25	$11.88	$8.80	$17.78	$15.04	$12.37
Number of accumulation units outstanding at end of period	749,135	899,945	1,055,822	635,073	386,727	202,215
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$22.77	$19.69	$25.87	$25.37	$23.11	$22.91
Value at end of period	$24.52	$22.77	$19.69	$25.87	$25.37	$23.11
Number of accumulation units outstanding at end of period	1,051,675	1,093,601	953,779	829,732	751,117	593,459
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.46	$11.11	$18.19	$14.56	$11.35	$10.14
Value at end of period	$16.12	$14.46	$11.11	$18.19	$14.56	$11.35
Number of accumulation units outstanding at end of period	2,258,340	2,474,999	2,312,150	1,455,255	800,077	371,810
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$8.72	$6.31	$10.33	$8.39	$7.95	$7.36
Value at end of period	$11.11	$8.72	$6.31	$10.33	$8.39	$7.95
Number of accumulation units outstanding at end of period	1,172,403	647,451	576,021	43,460	45,890	45,902
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.90	$11.79	$16.83	$15.65	$13.15	$12.05
Value at end of period	$16.64	$14.90	$11.79	$16.83	$15.65	$13.15
Number of accumulation units outstanding at end of period	1,201,062	1,028,934	932,107	897,716	682,291	443,052

Landmark

CFI 31


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$9.72	$8.56	$9.21
Value at end of period	$10.26	$9.72	$8.56
Number of accumulation units outstanding at end of period	385,642	288,918	26,113
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$10.57	$8.43	$9.15
Value at end of period	$11.82	$10.57	$8.43
Number of accumulation units outstanding at end of period	200,920	144,302	40,406
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$12.85	$9.41	$16.12	$15.46	$13.41	$12.07
Value at end of period	$14.59	$12.85	$9.41	$16.12	$15.46	$13.41
Number of accumulation units outstanding at end of period	695,149	797,167	909,337	616,583	445,966	130,621
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.22	$9.03	$11.88	$11.78	$11.03	$10.78
Value at end of period	$14.81	$13.22	$9.03	$11.88	$11.78	$11.03
Number of accumulation units outstanding at end of period	1,761,365	908,647	1,056,910	1,275,970	1,078,759	773,925
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$16.14	$14.38	$14.07	$13.17	$12.88	$12.82
Value at end of period	$17.04	$16.14	$14.38	$14.07	$13.17	$12.88
Number of accumulation units outstanding at end of period	12,404,650	11,773,902	8,442,287	2,020,601	896,452	766,115
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.05	$8.26	$12.90	$12.52	$10.94	$10.29
Value at end of period	$11.42	$10.05	$8.26	$12.90	$12.52	$10.94
Number of accumulation units outstanding at end of period	214,959	192,048	210,718	246,686	253,209	130,333
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during April 2005)
Value at beginning of period	$9.96	$8.11	$12.37	$11.96	$10.86	$10.00
Value at end of period	$11.51	$9.96	$8.11	$12.37	$11.96	$10.86
Number of accumulation units outstanding at end of period	2,251,505	2,425,717	2,370,996	2,052,038	1,782,785	1,259,567
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.31	$8.25
Value at end of period	$8.78	$8.31
Number of accumulation units outstanding at end of period	4,845,565	4,777,187
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.36	$9.21
Value at end of period	$10.25	$9.36
Number of accumulation units outstanding at end of period	41,710,174	44,762,701
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.62	$9.49
Value at end of period	$10.47	$9.62
Number of accumulation units outstanding at end of period	26,143,151	27,731,127

Landmark

CFI 32


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.85	$9.75
Value at end of period	$10.58	$9.85
Number of accumulation units outstanding at end of period	12,734,746	13,459,100
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.64	$10.20
Value at end of period	$13.94	$12.64
Number of accumulation units outstanding at end of period	302,452	315,447
ING RUSSELLTM LARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.09	$6.68	$10.31
Value at end of period	$8.89	$8.09	$6.68
Number of accumulation units outstanding at end of period	1,491,909	1,537,427	185,841
ING RUSSELLTM LARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.46	$10.54
Value at end of period	$13.58	$12.46
Number of accumulation units outstanding at end of period	202,476	154,282
ING RUSSELLTM MID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.94	$10.14
Value at end of period	$15.97	$12.94
Number of accumulation units outstanding at end of period	801,914	789,109
ING RUSSELLTM MID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.36	$6.11	$10.40
Value at end of period	$10.24	$8.36	$6.11
Number of accumulation units outstanding at end of period	971,877	727,369	303,340
ING RUSSELLTM SMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.60	$6.94	$10.16
Value at end of period	$10.63	$8.60	$6.94
Number of accumulation units outstanding at end of period	1,007,545	845,599	553,373
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.97	$5.44	$8.48	$7.87	$7.15	$6.70
Value at end of period	$9.02	$6.97	$5.44	$8.48	$7.87	$7.15
Number of accumulation units outstanding at end of period	196,291	224,324	248,212	290,570	280,862	160,035
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.88	$7.12	$10.13
Value at end of period	$10.80	$8.88	$7.12
Number of accumulation units outstanding at end of period	730,562	637,166	317,965
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$40.93	$31.33	$44.08	$43.07	$38.31	$36.26
Value at end of period	$45.76	$40.93	$31.33	$44.08	$43.07	$38.31
Number of accumulation units outstanding at end of period	3,316,794	3,340,970	3,106,564	2,314,023	1,755,993	1,075,768

Landmark

CFI 33


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$24.27	$19.81	$31.41	$31.09	$26.62	$26.13
Value at end of period	$27.36	$24.27	$19.81	$31.41	$31.09	$26.62
Number of accumulation units outstanding at end of period	928,683	923,809	849,406	630,545	528,960	407,663
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.01	$5.73	$10.14	$10.10
Value at end of period	$9.16	$8.01	$5.73	$10.14
Number of accumulation units outstanding at end of period	1,067,560	987,671	535,486	154,046
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.47	$7.33	$12.59	$11.14	$10.35
Value at end of period	$10.09	$9.47	$7.33	$12.59	$11.14
Number of accumulation units outstanding at end of period	1,794,450	1,737,933	1,636,457	472,387	104,438
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$18.79	$14.48	$24.49	$24.39	$20.40	$18.93
Value at end of period	$19.85	$18.79	$14.48	$24.49	$24.39	$20.40
Number of accumulation units outstanding at end of period	505,792	516,157	472,477	453,360	327,550	131,684
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during September 2006)
Value at beginning of period	$9.96	$7.03	$11.94	$11.38	$10.30
Value at end of period	$10.85	$9.96	$7.03	$11.94	$11.38
Number of accumulation units outstanding at end of period	24,268	25,008	26,002	42,423	23,150
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.51	$10.16	$10.03
Value at end of period	$10.92	$10.51	$10.16
Number of accumulation units outstanding at end of period	1,352,838	1,454,753	808,243
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.01	$7.76	$13.20	$13.34	$11.90	$11.13
Value at end of period	$11.10	$10.01	$7.76	$13.20	$13.34	$11.90
Number of accumulation units outstanding at end of period	41,423	38,476	47,480	51,427	57,249	25,931
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.43	$8.28	$13.29	$13.87	$12.21	$12.03
Value at end of period	$11.78	$10.43	$8.28	$13.29	$13.87	$12.21
Number of accumulation units outstanding at end of period	1,414,600	1,474,475	1,390,974	1,430,257	1,382,804	1,051,435
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.86	$9.05	$12.07	$11.92	$10.82	$10.15
Value at end of period	$11.93	$10.86	$9.05	$12.07	$11.92	$10.82
Number of accumulation units outstanding at end of period	1,103,836	1,088,308	939,388	492,315	369,075	245,919
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$24.14	$19.86	$29.89	$29.72	$26.13	$24.21
Value at end of period	$26.63	$24.14	$19.86	$29.89	$29.72	$26.13
Number of accumulation units outstanding at end of period	539,995	572,851	500,728	433,803	353,888	188,468
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.46	$8.88	$12.70	$11.93	$10.68	$9.87
Value at end of period	$10.97	$10.46	$8.88	$12.70	$11.93	$10.68
Number of accumulation units outstanding at end of period	1,012,203	1,054,921	920,325	670,335	474,327	345,203


Landmark		CFI 34


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.70	$6.05	$9.95
Value at end of period	$8.00	$7.70	$6.05
Number of accumulation units outstanding at end of period	2,253,901	2,629,207	2,551,491
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$9.87	$7.58	$13.58	$13.96	$11.43	$11.79
Value at end of period	$11.80	$9.87	$7.58	$13.58	$13.96	$11.43
Number of accumulation units outstanding at end of period	68,498	74,324	83,041	99,598	106,010	110,857
PROFUND VP BULL
(Fund first available during May 2001)
Value at beginning of period	$7.37	$6.05	$9.89	$9.75	$8.74	$8.68
Value at end of period	$8.14	$7.37	$6.05	$9.89	$9.75	$8.74
Number of accumulation units outstanding at end of period	24,279	28,304	30,665	31,592	56,029	45,665
PROFUND VP EUROPE 30
(Fund first available during May 2001)
Value at beginning of period	$8.93	$6.88	$12.54	$11.16	$9.69	$9.14
Value at end of period	$8.99	$8.93	$6.88	$12.54	$11.16	$9.69
Number of accumulation units outstanding at end of period	42,989	44,665	76,510	85,574	102,368	97,624
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.84	$4.50	$7.41	$7.97	$7.38	$8.17
Value at end of period	$4.81	$5.84	$4.50	$7.41	$7.97	$7.38
Number of accumulation units outstanding at end of period	97,550	99,495	112,208	154,005	231,298	137,057



Separate Account Annual Charges of 2.00%


	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during May 2008)
Value at beginning of period	$9.43	$7.96	$10.15
Value at end of period	$10.14	$9.43	$7.96
Number of accumulation units outstanding at end of period	359,612	392,083	130,424
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$16.50	$13.47	$19.13	$20.04	$17.13	$16.57	$13.79	$10.00
Value at end of period	$20.45	$16.50	$13.47	$19.13	$20.04	$17.13	$16.57	$13.79
Number of accumulation units outstanding at end of period	55,993	68,437	77,472	86,929	108,275	142,657	132,789	70,760
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.52	$8.68	$15.45	$13.44	$12.31	$10.77
Value at end of period	$13.20	$11.52	$8.68	$15.45	$13.44	$12.31
Number of accumulation units outstanding at end of period	436,611	465,349	515,329	493,690	385,255	267,717

Landmark

CFI 35


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.29	$7.29	$13.02	$13.12	$11.16	$10.79	$9.89	$7.76	$9.56
Value at end of period	$10.46	$9.29	$7.29	$13.02	$13.12	$11.16	$10.79	$9.89	$7.76
Number of accumulation units outstanding at end of period	213,828	252,480	270,877	354,210	348,888	334,161	308,446	221,381	19,712
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.66	$7.16	$10.05
Value at end of period	$9.50	$8.66	$7.16
Number of accumulation units outstanding at end of period	51,926	50,408	5,282
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during March 2008)
Value at beginning of period	$9.67	$8.80	$9.82
Value at end of period	$10.05	$9.67	$8.80
Number of accumulation units outstanding at end of period	180,259	128,704	26,894
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.86	$8.48	$14.01	$13.68	$12.18	$11.80	$10.97	$10.00
Value at end of period	$11.79	$10.86	$8.48	$14.01	$13.68	$12.18	$11.80	$10.97
Number of accumulation units outstanding at end of period	1,086,717	1,118,773	1,168,294	1,187,109	1,090,431	1,005,590	665,072	234,073
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.67	$8.58	$15.72	$14.36	$13.36	$11.79	$10.75	$10.00
Value at end of period	$13.50	$11.67	$8.58	$15.72	$14.36	$13.36	$11.79	$10.75
Number of accumulation units outstanding at end of period	1,017,485	1,085,075	1,212,091	1,301,089	1,190,845	1,056,006	829,532	290,167
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.06	$12.23	$21.68	$18.53	$15.98	$13.48	$11.59	$10.00
Value at end of period	$17.83	$17.06	$12.23	$21.68	$18.53	$15.98	$13.48	$11.59
Number of accumulation units outstanding at end of period	516,417	546,257	594,092	610,150	562,397	467,938	269,604	71,827
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$11.97	$10.38
Value at end of period	$13.22	$11.97
Number of accumulation units outstanding at end of period	18,671	10,543
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.94	$10.98	$19.88	$17.42	$13.76	$12.17	$10.53	$8.19	$10.00
Value at end of period	$13.55	$12.94	$10.98	$19.88	$17.42	$13.76	$12.17	$10.53	$8.19
Number of accumulation units outstanding at end of period	292,027	332,440	351,677	354,416	333,741	261,207	138,775	45,763	8,531
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.82	$7.41	$12.87	$12.38	$10.96	$10.49
Value at end of period	$12.17	$9.82	$7.41	$12.87	$12.38	$10.96
Number of accumulation units outstanding at end of period	123,846	132,835	100,398	81,245	61,697	44,795
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.54	$9.91
Value at end of period	$10.90	$10.54
Number of accumulation units outstanding at end of period	110,149	52,089

Landmark

CFI 36


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.73	$7.63	$12.77	$12.21	$11.63	$10.76	$9.88	$7.94	$10.00
Value at end of period	$10.82	$9.73	$7.63	$12.77	$12.21	$11.63	$10.76	$9.88	$7.94
Number of accumulation units outstanding at end of period	52,967	80,891	96,232	112,892	107,751	128,970	26,550	23,791	1,012
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.88	$8.93	$14.10	$13.79	$12.09	$11.72	$10.72	$8.34	$10.00
Value at end of period	$10.75	$9.88	$8.93	$14.10	$13.79	$12.09	$11.72	$10.72	$8.34
Number of accumulation units outstanding at end of period	7,586	8,893	13,671	16,159	30,476	25,563	42,465	18,966	1,399
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.68	$6.47	$9.99
Value at end of period	$11.21	$9.68	$6.47
Number of accumulation units outstanding at end of period	119,765	128,598	106,495
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.28	$7.09	$12.33	$13.57	$11.42
Value at end of period	$10.55	$9.28	$7.09	$12.33	$13.57
Number of accumulation units outstanding at end of period	40,946	49,024	57,664	82,834	58,575
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$46.84	$35.17	$58.38	$72.42	$53.69	$46.91	$34.74	$25.74	$26.21	$24.47
Value at end of period	$58.75	$46.84	$35.17	$58.38	$72.42	$53.69	$46.91	$34.74	$25.74	$26.21
Number of accumulation units outstanding at end of period	30,580	39,939	46,691	63,976	83,788	82,572	87,409	58,412	33,005	2,487
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.98	$6.53	$10.10	$10.01	$10.13
Value at end of period	$9.79	$7.98	$6.53	$10.10	$10.01
Number of accumulation units outstanding at end of period	79,850	95,296	116,726	78,768	48,102
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$8.67	$6.72	$11.28	$11.05	$9.91	$9.93
Value at end of period	$9.52	$8.67	$6.72	$11.28	$11.05	$9.91
Number of accumulation units outstanding at end of period	168,752	167,610	189,819	173,700	134,351	1,446
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$6.91	$5.79	$10.38	$10.79
Value at end of period	$8.46	$6.91	$5.79	$10.38
Number of accumulation units outstanding at end of period	54,742	1,565	1,738	29,163
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during August 2010)
Value at beginning of period	$8.24
Value at end of period	$8.73
Number of accumulation units outstanding at end of period	218
ING FMRSM DIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$13.01	$9.54	$16.00	$14.26	$13.00	$11.35	$9.33	$7.13	$9.02	$9.47
Value at end of period	$16.37	$13.01	$9.54	$16.00	$14.26	$13.00	$11.35	$9.33	$7.13	$9.02
Number of accumulation units outstanding at end of period	333,416	402,061	431,396	500,349	380,571	402,963	247,897	207,580	163,816	19,800

Landmark

CFI 37


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.82	$7.59	$10.95	$10.88	$9.99
Value at end of period	$10.87	$9.82	$7.59	$10.95	$10.88
Number of accumulation units outstanding at end of period	424,004	412,572	431,001	396,949	160,200
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.95	$7.22	$11.84	$12.65
Value at end of period	$9.78	$8.95	$7.22	$11.84
Number of accumulation units outstanding at end of period	207,362	251,812	257,279	223,238
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.70	$6.03	$9.57	$10.13
Value at end of period	$8.36	$7.70	$6.03	$9.57
Number of accumulation units outstanding at end of period	363,028	401,320	438,733	354,590
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$32.78	$24.33	$42.07	$32.22	$27.08	$20.06	$19.23	$12.89	$13.05	$15.35
Value at end of period	$39.08	$32.78	$24.33	$42.07	$32.22	$27.08	$20.06	$19.23	$12.89	$13.05
Number of accumulation units outstanding at end of period	73,440	82,418	120,553	111,003	116,077	101,883	79,323	46,296	14,039	3,689
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$7.72	$6.06	$9.34
Value at end of period	$8.61	$7.72	$6.06
Number of accumulation units outstanding at end of period	718,362	781,648	518,168
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.91	$10.19
Value at end of period	$13.60	$12.91
Number of accumulation units outstanding at end of period	9,605	5,118
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.37	$6.95	$11.32	$11.03	$9.85	$9.56	$8.84	$10.00
Value at end of period	$9.33	$8.37	$6.95	$11.32	$11.03	$9.85	$9.56	$8.84
Number of accumulation units outstanding at end of period	133,698	136,149	154,509	202,205	233,587	294,455	139,303	73,289
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.26	$7.97	$13.06	$12.66	$11.84	$10.90	$9.49
Value at end of period	$12.23	$10.26	$7.97	$13.06	$12.66	$11.84	$10.90
Number of accumulation units outstanding at end of period	137,689	151,637	174,742	224,641	219,511	262,579	103,058
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.61	$7.88	$12.12	$13.23	$11.89	$11.30	$9.39
Value at end of period	$11.54	$9.61	$7.88	$12.12	$13.23	$11.89	$11.30
Number of accumulation units outstanding at end of period	88,732	99,170	116,671	163,571	212,304	222,003	86,380
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.72	$10.74	$12.00	$11.59	$11.39	$11.29	$11.02	$10.60	$10.00
Value at end of period	$12.57	$11.72	$10.74	$12.00	$11.59	$11.39	$11.29	$11.02	$10.60
Number of accumulation units outstanding at end of period	318,167	327,587	401,440	375,355	257,927	176,739	147,886	49,551	16,611

Landmark

CFI 38


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.54	$6.04	$10.36
Value at end of period	$7.95	$7.54	$6.04
Number of accumulation units outstanding at end of period	19,563	21,334	2,224
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$10.97	$8.21	$16.42	$13.86	$11.49	$10.14	$8.84	$5.99	$8.26	$8.97
Value at end of period	$12.26	$10.97	$8.21	$16.42	$13.86	$11.49	$10.14	$8.84	$5.99	$8.26
Number of accumulation units outstanding at end of period	247,526	259,994	300,205	351,417	77,005	77,167	44,257	78,180	70,820	16,846
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$19.23	$11.44	$23.95	$17.65	$13.26	$10.03	$8.70	$6.05	$6.92	$7.34
Value at end of period	$22.67	$19.23	$11.44	$23.95	$17.65	$13.26	$10.03	$8.70	$6.05	$6.92
Number of accumulation units outstanding at end of period	91,214	114,794	136,751	151,276	133,347	150,997	111,442	80,874	40,885	10,204
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2004)
Value at beginning of period	$11.09	$9.00	$13.72	$13.68	$11.98	$11.27	$9.72
Value at end of period	$13.36	$11.09	$9.00	$13.72	$13.68	$11.98	$11.27
Number of accumulation units outstanding at end of period	72,804	44,139	43,785	48,299	46,882	58,097	34,711
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.16	$9.74	$14.19	$14.73	$12.89	$13.63	$10.28	$7.81	$10.00
Value at end of period	$15.10	$12.16	$9.74	$14.19	$14.73	$12.89	$13.63	$10.28	$7.81
Number of accumulation units outstanding at end of period	116,576	103,301	110,511	152,837	202,981	184,335	145,849	121,614	18,982
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.94	$8.55	$12.05	$11.01	$10.64	$10.44	$9.73
Value at end of period	$13.37	$11.94	$8.55	$12.05	$11.01	$10.64	$10.44
Number of accumulation units outstanding at end of period	31,128	16,829	357	3,810	5,613	696	806
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.05	$7.77	$13.07	$13.60	$12.61	$11.58	$10.79	$10.00
Value at end of period	$12.23	$10.05	$7.77	$13.07	$13.60	$12.61	$11.58	$10.79
Number of accumulation units outstanding at end of period	56,273	63,635	64,215	62,162	73,279	90,960	44,213	7,733
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$19.97	$19.02	$19.45	$18.77	$18.44	$18.51	$18.64	$18.49	$17.59	$16.91
Value at end of period	$20.19	$19.97	$19.02	$19.45	$18.77	$18.44	$18.51	$18.64	$18.49	$17.59
Number of accumulation units outstanding at end of period	36,226	45,314	48,075	67,352	95,945	115,641	143,020	187,232	148,373	32,154
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$14.89	$15.14	$15.09	$14.67	$14.30	$14.19	$14.35	$14.54	$14.62	$14.52
Value at end of period	$14.59	$14.89	$15.14	$15.09	$14.67	$14.30	$14.19	$14.35	$14.54	$14.62
Number of accumulation units outstanding at end of period	344,906	550,658	717,105	355,541	327,671	274,445	227,939	247,662	246,748	202,030
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$9.67	$8.30	$13.36	$13.09	$11.36	$10.99	$10.20	$7.93	$10.51	$11.49
Value at end of period	$11.10	$9.67	$8.30	$13.36	$13.09	$11.36	$10.99	$10.20	$7.93	$10.51
Number of accumulation units outstanding at end of period	138,860	149,430	132,695	150,905	151,463	169,676	202,420	200,601	160,814	36,288
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$13.14	$10.39	$17.77	$15.88	$15.44	$14.47	$13.13	$10.09	$14.62	$19.09
Value at end of period	$15.43	$13.14	$10.39	$17.77	$15.88	$15.44	$14.47	$13.13	$10.09	$14.62
Number of accumulation units outstanding at end of period	198,950	231,935	254,937	283,013	331,636	340,249	349,744	339,229	149,093	42,687

Landmark

CFI 39


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.85	$8.79	$17.76	$15.03	$12.37	$10.16
Value at end of period	$13.21	$11.85	$8.79	$17.76	$15.03	$12.37
Number of accumulation units outstanding at end of period	148,706	162,706	184,201	217,857	186,050	202,595
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$22.59	$19.55	$25.69	$25.21	$22.98	$22.79	$20.93	$18.29	$19.66	$20.14
Value at end of period	$24.32	$22.59	$19.55	$25.69	$25.21	$22.98	$22.79	$20.93	$18.29	$19.66
Number of accumulation units outstanding at end of period	290,244	314,452	348,107	408,439	480,240	540,719	569,629	512,064	311,824	91,026
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.43	$11.09	$18.16	$14.55	$11.35	$10.11
Value at end of period	$16.08	$14.43	$11.09	$18.16	$14.55	$11.35
Number of accumulation units outstanding at end of period	119,965	134,111	151,687	132,527	146,037	151,335
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$8.68	$6.28	$10.29	$8.37	$7.94	$7.35	$7.02
Value at end of period	$11.06	$8.68	$6.28	$10.29	$8.37	$7.94	$7.35
Number of accumulation units outstanding at end of period	152,735	159,664	180,808	28,081	33,209	44,226	45,752
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.84	$11.75	$16.78	$15.61	$13.13	$12.04	$10.90	$8.81	$10.00
Value at end of period	$16.57	$14.84	$11.75	$16.78	$15.61	$13.13	$12.04	$10.90	$8.81
Number of accumulation units outstanding at end of period	118,562	114,638	100,794	133,784	174,683	162,922	133,602	92,038	14,613
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$9.71	$8.58
Value at end of period	$10.25	$9.71
Number of accumulation units outstanding at end of period	20,872	10,835
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$10.56	$9.59
Value at end of period	$11.80	$10.56
Number of accumulation units outstanding at end of period	7,794	6,388
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$11.58	$8.48	$14.54	$13.95	$12.10	$10.90
Value at end of period	$13.14	$11.58	$8.48	$14.54	$13.95	$12.10
Number of accumulation units outstanding at end of period	76,649	84,778	84,737	89,258	77,482	25,510
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.18	$9.00	$11.86	$11.76	$11.02	$10.77	$10.00
Value at end of period	$14.76	$13.18	$9.00	$11.86	$11.76	$11.02	$10.77
Number of accumulation units outstanding at end of period	309,505	317,555	396,372	470,478	553,343	606,903	671,366
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$16.01	$14.28	$13.98	$13.09	$12.80	$12.75	$12.40	$12.08	$11.35	$10.95
Value at end of period	$16.90	$16.01	$14.28	$13.98	$13.09	$12.80	$12.75	$12.40	$12.08	$11.35
Number of accumulation units outstanding at end of period	932,020	921,983	851,914	834,848	748,592	782,007	788,210	685,841	529,440	160,007

Landmark

CFI 40


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.03	$8.24	$12.88	$12.51	$10.94	$10.35
Value at end of period	$11.39	$10.03	$8.24	$12.88	$12.51	$10.94
Number of accumulation units outstanding at end of period	43,260	48,404	46,021	66,502	109,629	127,930
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.93	$8.10	$12.36	$11.95	$10.85	$10.14
Value at end of period	$11.48	$9.93	$8.10	$12.36	$11.95	$10.85
Number of accumulation units outstanding at end of period	402,673	435,283	471,119	462,995	516,027	565,708
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.30	$8.25
Value at end of period	$8.78	$8.30
Number of accumulation units outstanding at end of period	345,650	152,049
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.36	$9.21
Value at end of period	$10.24	$9.36
Number of accumulation units outstanding at end of period	2,384,142	2,682,985
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.62	$9.49
Value at end of period	$10.46	$9.62
Number of accumulation units outstanding at end of period	2,560,781	2,606,552
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.85	$9.75
Value at end of period	$10.57	$9.85
Number of accumulation units outstanding at end of period	1,734,937	1,965,109
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.63	$10.83
Value at end of period	$13.92	$12.63
Number of accumulation units outstanding at end of period	111,523	124,327
ING RUSSELLTM LARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$8.08	$6.68	$8.37
Value at end of period	$8.87	$8.08	$6.68
Number of accumulation units outstanding at end of period	227,259	285,823	11,909
ING RUSSELLTM LARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.46	$10.62
Value at end of period	$13.57	$12.46
Number of accumulation units outstanding at end of period	40,776	42,918
ING RUSSELLTM MID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.94	$10.45
Value at end of period	$15.96	$12.94
Number of accumulation units outstanding at end of period	105,504	91,269

Landmark

CFI 41


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RUSSELLTM MID CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.36	$6.10	$10.21
Value at end of period	$10.23	$8.36	$6.10
Number of accumulation units outstanding at end of period	18,260	23,479	44,803
ING RUSSELLTM SMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.59	$6.94	$10.02
Value at end of period	$10.62	$8.59	$6.94
Number of accumulation units outstanding at end of period	36,464	53,087	80,988
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$6.94	$5.42	$8.45	$7.85	$7.13	$6.68	$6.20	$4.57	$8.30	$10.01
Value at end of period	$8.98	$6.94	$5.42	$8.45	$7.85	$7.13	$6.68	$6.20	$4.57	$8.30
Number of accumulation units outstanding at end of period	87,990	97,037	108,308	121,288	171,488	241,147	250,032	249,210	117,676	25,433
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.88	$7.12	$10.47
Value at end of period	$10.79	$8.88	$7.12
Number of accumulation units outstanding at end of period	48,298	16,874	9,513
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$40.49	$31.01	$43.65	$42.67	$37.98	$35.97	$31.47	$25.65	$26.04	$25.91
Value at end of period	$45.25	$40.49	$31.01	$43.65	$42.67	$37.98	$35.97	$31.47	$25.65	$26.04
Number of accumulation units outstanding at end of period	322,152	345,677	355,784	440,530	551,286	568,407	529,273	415,984	232,111	43,865
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$24.02	$19.61	$31.11	$30.81	$26.39	$25.91	$23.02	$18.76	$22.06	$22.47
Value at end of period	$27.05	$24.02	$19.61	$31.11	$30.81	$26.39	$25.91	$23.02	$18.76	$22.06
Number of accumulation units outstanding at end of period	230,349	240,199	264,549	311,996	369,869	435,247	429,673	336,483	151,476	29,036
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during July 2007)
Value at beginning of period	$8.00	$5.72	$10.13	$9.99
Value at end of period	$9.14	$8.00	$5.72	$10.13
Number of accumulation units outstanding at end of period	38,466	32,018	13,065	10,546
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.46	$7.32	$12.58	$11.14	$10.09
Value at end of period	$10.06	$9.46	$7.32	$12.58	$11.14
Number of accumulation units outstanding at end of period	119,644	103,342	116,907	106,098	13,666
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
Value at beginning of period	$18.62	$14.36	$24.30	$24.21	$20.26	$18.82	$17.30	$12.95	$16.56	$19.36
Value at end of period	$19.67	$18.62	$14.36	$24.30	$24.21	$20.26	$18.82	$17.30	$12.95	$16.56
Number of accumulation units outstanding at end of period	141,352	169,446	160,917	185,808	199,831	210,122	218,939	204,340	127,169	24,836
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during September 2006)
Value at beginning of period	$9.94	$7.02	$11.93	$11.38	$10.26
Value at end of period	$10.82	$9.04	$7.02	$11.93	$11.38
Number of accumulation units outstanding at end of period	250	252	1,524	4,963	5,123
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$10.50	$10.15	$9.78
Value at end of period	$10.90	$10.50	$10.15
Number of accumulation units outstanding at end of period	76,352	73,462	122,520

Landmark

CFI 42


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.98	$7.74	$13.17	$13.32	$11.89	$11.13
Value at end of period	$11.06	$9.98	$7.74	$13.17	$13.32	$11.89
Number of accumulation units outstanding at end of period	13,213	19,673	19,720	19,450	18,158	8,593
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.54	$7.57	$12.17	$12.71	$11.19	$11.04
Value at end of period	$10.77	$9.54	$7.57	$12.17	$12.71	$11.19
Number of accumulation units outstanding at end of period	85,807	97,602	115,956	132,032	133,853	105,454
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.83	$9.03	$12.06	$11.91	$10.81	$10.15
Value at end of period	$11.89	$10.83	$9.03	$12.06	$11.91	$10.81
Number of accumulation units outstanding at end of period	97,383	92,793	123,763	67,658	74,414	38,318
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$23.94	$19.71	$29.67	$29.52	$25.96	$24.07	$21.52	$17.17	$20.56	$21.85
Value at end of period	$26.39	$23.94	$19.71	$29.67	$29.52	$25.96	$24.07	$21.52	$17.17	$20.56
Number of accumulation units outstanding at end of period	104,163	119,973	146,256	144,408	174,528	194,957	238,814	233,334	134,276	43,851
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.43	$8.86	$12.68	$11.92	$10.68	$9.86	$10.03
Value at end of period	$10.93	$10.43	$8.86	$12.68	$11.92	$10.68	$9.86
Number of accumulation units outstanding at end of period	108,213	112,817	127,935	129,684	180,229	183,222	22,301
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during March 2008)
Value at beginning of period	$7.70	$6.04	$9.81
Value at end of period	$7.98	$7.70	$6.04
Number of accumulation units outstanding at end of period	15,856	15,997	20,629
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$9.83	$7.56	$13.54	$13.93	$11.40	$11.78	$10.60	$8.41	$10.00
Value at end of period	$11.74	$9.83	$7.56	$13.54	$13.93	$11.40	$11.78	$10.60	$8.41
Number of accumulation units outstanding at end of period	21,922	26,226	30,156	54,460	62,729	91,880	100,657	79,557	24,347
PROFUND VP BULL
Value at beginning of period	$7.34	$6.02	$9.86	$9.72	$8.72	$8.66	$8.12	$6.60	$8.86	$10.00
Value at end of period	$8.10	$7.34	$6.02	$9.86	$9.72	$8.72	$8.66	$8.12	$6.60	$8.86
Number of accumulation units outstanding at end of period	9,717	10,176	10,875	11,940	36,307	29,254	83,416	79,556	16,669	1,491
PROFUND VP EUROPE 30
Value at beginning of period	$8.89	$6.86	$12.50	$11.13	$9.66	$9.12	$8.14	$5.99	$8.23	$10.05
Value at end of period	$8.94	$8.89	$6.86	$12.50	$11.13	$9.66	$9.12	$8.14	$5.99	$8.23
Number of accumulation units outstanding at end of period	10,939	13,922	15,064	22,016	39,521	41,162	62,417	30,483	5,164	901
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.82	$4.49	$7.39	$7.95	$7.37	$8.16	$9.35	$10.00
Value at end of period	$4.79	$5.82	$4.49	$7.39	$7.95	$7.37	$8.16	$9.35
Number of accumulation units outstanding at end of period	24,679	27,381	32,374	41,711	43,862	100,887	101,669	92,406

Landmark

CFI 43


Condensed Financial Information (continued)





Separate Account Annual Charges of 2.05%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.42	$7.95	$10.08
Value at end of period	$10.13	$9.42	$7.95
Number of accumulation units outstanding at end of period	404,100	418,581	323,318
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$16.44	$13.43	$19.08	$20.00	$17.10	$16.55	$13.79	$10.00
Value at end of period	$20.37	$16.44	$13.43	$19.08	$20.00	$17.10	$16.55	$13.79
Number of accumulation units outstanding at end of period	41,191	49,728	57,651	69,781	83,083	83,117	56,491	10,255
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.13	$8.39	$14.94	$13.00	$11.91	$10.23
Value at end of period	$12.75	$11.13	$8.39	$14.94	$13.00	$11.91
Number of accumulation units outstanding at end of period	398,298	463,651	490,869	398,509	277,069	139,672
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.25	$7.27	$12.97	$13.08	$11.13	$10.77	$9.88	$7.76	$9.56
Value at end of period	$10.41	$9.25	$7.27	$12.97	$13.08	$11.13	$10.77	$9.88	$7.76
Number of accumulation units outstanding at end of period	101,891	113,497	137,249	137,416	124,339	65,481	69,897	58,675	18,936
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.65	$7.16	$10.00
Value at end of period	$9.49	$8.65	$7.16
Number of accumulation units outstanding at end of period	163,407	141,918	183,653
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.66	$8.79	$10.02
Value at end of period	$10.04	$9.66	$8.79
Number of accumulation units outstanding at end of period	183,371	289,640	102,772
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.82	$8.46	$13.98	$13.66	$12.16	$11.79	$10.97	$10.00
Value at end of period	$11.75	$10.82	$8.46	$13.98	$13.66	$12.16	$11.79	$10.97
Number of accumulation units outstanding at end of period	515,490	554,260	599,067	561,697	401,154	262,054	178,794	34,592
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.63	$8.56	$15.69	$14.33	$13.34	$11.78	$10.75	$10.00
Value at end of period	$13.45	$11.63	$8.56	$15.69	$14.33	$13.34	$11.78	$10.75
Number of accumulation units outstanding at end of period	796,076	784,691	844,815	841,076	574,453	429,580	217,697	69,135
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.00	$12.19	$21.64	$18.50	$15.96	$13.47	$11.59	$10.00
Value at end of period	$17.76	$17.00	$12.19	$21.64	$18.50	$15.96	$13.47	$11.59
Number of accumulation units outstanding at end of period	546,135	521,455	531,196	482,697	349,896	175,500	93,500	9,590

Landmark

CFI 44


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during January 2009)
Value at beginning of period	$11.96	$9.21
Value at end of period	$13.20	$11.96
Number of accumulation units outstanding at end of period	130,342	52,044
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.89	$10.95	$19.83	$17.38	$13.73	$12.15	$10.52	$8.19	$10.00
Value at end of period	$13.49	$12.89	$10.95	$19.83	$17.38	$13.73	$12.15	$10.52	$8.19
Number of accumulation units outstanding at end of period	172,148	273,487	295,023	344,294	172,160	94,734	88,475	14,401	1,613
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.79	$7.40	$12.85	$12.37	$10.95	$10.54
Value at end of period	$12.14	$9.79	$7.40	$12.85	$12.37	$10.95
Number of accumulation units outstanding at end of period	218,598	231,793	170,277	211,608	109,994	28,826
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.54	$9.87
Value at end of period	$10.89	$10.54
Number of accumulation units outstanding at end of period	121,893	86,134
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during November 2004)
Value at beginning of period	$9.70	$7.60	$12.74	$12.18	$11.61	$10.74	$10.06
Value at end of period	$10.77	$9.70	$7.60	$12.74	$12.18	$11.61	$10.74
Number of accumulation units outstanding at end of period	52,180	50,958	54,485	63,056	27,467	33,895	817
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.84	$8.90	$14.05	$13.76	$12.07	$11.70	$10.71	$8.33	$10.00
Value at end of period	$10.70	$9.84	$8.90	$14.05	$13.76	$12.07	$11.70	$10.71	$8.33
Number of accumulation units outstanding at end of period	7,541	7,987	8,723	13,322	21,894	8,608	9,299	8,599	5,396
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.68	$6.47	$9.99
Value at end of period	$11.20	$9.68	$6.47
Number of accumulation units outstanding at end of period	157,791	209,931	91,091
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.26	$7.09	$12.32	$13.56	$11.30
Value at end of period	$10.52	$9.26	$7.09	$12.32	$13.56
Number of accumulation units outstanding at end of period	75,504	101,956	134,206	99,779	42,895
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$46.35	$34.82	$57.82	$71.77	$53.23	$46.53	$34.48	$25.56	$26.04	$24.32
Value at end of period	$58.10	$46.35	$34.82	$57.82	$71.77	$53.23	$46.53	$34.48	$25.56	$26.04
Number of accumulation units outstanding at end of period	32,166	38,671	45,841	58,594	64,820	55,872	48,101	40,493	28,955	8,514
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.96	$6.52	$10.09	$10.01	$10.21
Value at end of period	$9.77	$7.96	$6.52	$10.09	$10.01
Number of accumulation units outstanding at end of period	148,801	165,308	151,226	180,046	71,510

Landmark

CFI 45


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$8.65	$6.71	$11.27	$11.05	$10.24
Value at end of period	$9.49	$8.65	$6.71	$11.27	$11.05
Number of accumulation units outstanding at end of period	283,691	300,132	265,527	230,549	75,343
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$6.90	$5.79	$10.38	$10.00
Value at end of period	$8.44	$6.90	$5.79	$10.38
Number of accumulation units outstanding at end of period	112,285	90,291	217,487	54,689
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during October 2010)
Value at beginning of period	$9.34
Value at end of period	$8.72
Number of accumulation units outstanding at end of period	570
ING FMRSM DIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$12.95	$9.50	$15.94	$14.21	$12.97	$11.32	$9.32	$7.12	$9.02	$9.47
Value at end of period	$16.29	$12.95	$9.50	$15.94	$14.21	$12.97	$11.32	$9.32	$7.12	$9.02
Number of accumulation units outstanding at end of period	315,947	311,472	321,960	229,273	206,596	185,056	102,101	98,923	78,294	30,405
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.80	$7.58	$10.94	$10.88	$10.02
Value at end of period	$10.84	$9.80	$7.58	$10.94	$10.88
Number of accumulation units outstanding at end of period	416,561	406,824	386,324	317,202	227,567
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.94	$7.21	$11.83	$12.48
Value at end of period	$9.77	$8.94	$7.21	$11.83
Number of accumulation units outstanding at end of period	144,782	152,111	149,159	146,037
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.69	$6.02	$9.56	$10.06
Value at end of period	$8.34	$7.69	$6.02	$9.56
Number of accumulation units outstanding at end of period	799,239	1,099,842	1,485,683	1,133,382
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during November 2010)
Value at beginning of period	$11.27
Value at end of period	$10.93
Number of accumulation units outstanding at end of period	423
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$32.44	$24.08	$41.67	$31.93	$26.84	$19.90	$19.09	$12.80	$12.96	$15.25
Value at end of period	$38.65	$32.44	$24.08	$41.67	$31.93	$26.84	$19.90	$19.09	$12.80	$12.96
Number of accumulation units outstanding at end of period	140,586	176,610	182,793	159,699	87,178	65,990	31,070	17,930	23,532	8,523
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$7.71	$6.06	$8.39
Value at end of period	$8.60	$7.71	$6.06
Number of accumulation units outstanding at end of period	289,365	301,735	187,908

Landmark

CFI 46


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.90	$10.01
Value at end of period	$13.59	$12.90
Number of accumulation units outstanding at end of period	29,067	29,534
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.34	$6.92	$11.29	$11.00	$9.83	$9.54	$8.83	$10.00
Value at end of period	$9.28	$8.34	$6.92	$11.29	$11.00	$9.83	$9.54	$8.83
Number of accumulation units outstanding at end of period	63,553	64,655	81,286	87,286	76,121	59,562	48,195	9,730
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$10.54	$8.18	$13.42	$13.02	$12.18	$11.21	$10.01
Value at end of period	$12.55	$10.54	$8.18	$13.42	$13.02	$12.18	$11.21
Number of accumulation units outstanding at end of period	45,204	50,740	54,557	63,218	38,468	24,685	4,408
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$9.90	$8.12	$12.49	$13.64	$12.27	$11.67	$9.78
Value at end of period	$11.88	$9.90	$8.12	$12.49	$13.64	$12.27	$11.67
Number of accumulation units outstanding at end of period	47,699	56,008	55,912	54,983	42,509	23,752	3,364
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.67	$10.71	$11.97	$11.56	$11.37	$11.28	$11.01	$10.60	$10.00
Value at end of period	$12.52	$11.67	$10.71	$11.97	$11.56	$11.37	$11.28	$11.01	$10.60
Number of accumulation units outstanding at end of period	835,637	869,777	949,445	932,336	502,980	137,729	101,188	61,348	9,277
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.53	$6.04	$10.39
Value at end of period	$7.94	$7.53	$6.04
Number of accumulation units outstanding at end of period	7,730	80,554	590
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$10.92	$8.17	$16.36	$13.81	$11.46	$10.12	$8.82	$5.99	$8.25	$8.97
Value at end of period	$12.19	$10.92	$8.17	$16.36	$13.81	$11.46	$10.12	$8.82	$5.99	$8.25
Number of accumulation units outstanding at end of period	263,040	283,803	372,412	381,899	60,128	29,670	20,183	18,885	13,630	7,008
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during March 2010)
Value at beginning of period	$10.12
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	2,337
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$19.11	$11.37	$23.83	$17.57	$13.21	$10.00	$8.67	$6.04	$6.90	$7.33
Value at end of period	$22.52	$19.11	$11.37	$23.83	$17.57	$13.21	$10.00	$8.67	$6.04	$6.90
Number of accumulation units outstanding at end of period	224,585	259,042	282,188	304,350	116,406	77,138	53,846	55,208	45,609	32,140
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$8.46	$6.88	$9.19
Value at end of period	$10.20	$8.46	$6.88
Number of accumulation units outstanding at end of period	38,314	13,748	687

Landmark

CFI 47


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.11	$9.71	$14.15	$14.70	$12.86	$13.63	$10.27	$7.81	$10.00
Value at end of period	$15.03	$12.11	$9.71	$14.15	$14.70	$12.86	$13.63	$10.27	$7.81
Number of accumulation units outstanding at end of period	95,844	70,511	74,502	106,544	84,781	60,814	35,215	38,873	5,346
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during August 2004)
Value at beginning of period	$11.91	$8.53	$12.02	$11.00	$10.63	$10.44	$9.42
Value at end of period	$13.32	$11.91	$8.53	$12.02	$11.00	$10.63	$10.44
Number of accumulation units outstanding at end of period	34,763	37,256	4,665	11,626	13,512	15,855	5,542
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.02	$7.75	$13.05	$13.57	$12.60	$11.57	$10.79	$10.00
Value at end of period	$12.18	$10.02	$7.75	$13.05	$13.57	$12.60	$11.57	$10.79
Number of accumulation units outstanding at end of period	63,188	67,364	84,423	84,576	48,999	37,839	36,724	1,223
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$19.76	$18.83	$19.27	$18.60	$18.28	$18.37	$18.49	$18.36	$17.48	$16.81
Value at end of period	$19.96	$19.76	$18.83	$19.27	$18.60	$18.28	$18.37	$18.49	$18.36	$17.48
Number of accumulation units outstanding at end of period	10,273	12,812	14,035	17,224	19,811	24,229	49,032	87,178	115,925	33,099
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$14.73	$14.99	$14.94	$14.53	$14.18	$14.08	$14.24	$14.43	$14.53	$14.43
Value at end of period	$14.43	$14.73	$14.99	$14.94	$14.53	$14.18	$14.08	$14.24	$14.43	$14.53
Number of accumulation units outstanding at end of period	650,637	899,423	1,120,160	463,673	283,010	125,875	203,936	232,021	327,509	329,210
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$9.62	$8.27	$13.31	$13.05	$11.32	$10.96	$10.18	$7.92	$10.49	$11.48
Value at end of period	$11.03	$9.62	$8.27	$13.31	$13.05	$11.32	$10.96	$10.18	$7.92	$10.49
Number of accumulation units outstanding at end of period	14,582	18,674	19,253	26,887	37,666	15,465	29,523	46,270	88,534	50,349
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$13.05	$10.32	$17.66	$15.79	$15.37	$14.40	$13.07	$10.06	$14.58	$19.04
Value at end of period	$15.31	$13.05	$10.32	$17.66	$15.79	$15.37	$14.40	$13.07	$10.06	$14.58
Number of accumulation units outstanding at end of period	139,975	137,380	162,616	136,585	87,501	87,061	89,287	147,726	60,337	37,525
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.82	$8.77	$17.74	$15.02	$12.36	$10.06
Value at end of period	$13.18	$11.82	$8.77	$17.74	$15.02	$12.36
Number of accumulation units outstanding at end of period	98,778	104,722	128,107	118,913	68,546	66,405
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$22.42	$19.41	$25.52	$25.05	$22.85	$22.67	$20.83	$18.21	$19.59	$20.07
Value at end of period	$24.12	$22.42	$19.41	$25.52	$25.05	$22.85	$22.67	$20.83	$18.21	$19.59
Number of accumulation units outstanding at end of period	146,822	162,808	186,411	218,767	180,381	185,449	157,856	156,989	108,560	48,787
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.40	$11.07	$18.14	$14.54	$11.35	$10.14
Value at end of period	$16.03	$14.40	$11.07	$18.14	$14.54	$11.35
Number of accumulation units outstanding at end of period	239,396	240,057	290,679	262,628	86,476	47,517
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$8.64	$6.26	$10.26	$8.35	$7.92	$7.34	$7.01
Value at end of period	$11.00	$8.64	$6.26	$10.26	$8.35	$7.92	$7.34
Number of accumulation units outstanding at end of period	113,178	84,809	89,281	19,960	19,447	18,986	18,065

Landmark

CFI 48


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.78	$11.71	$16.74	$15.58	$13.10	$12.02	$10.89	$8.81	$10.00
Value at end of period	$16.49	$14.78	$11.71	$16.74	$15.58	$13.10	$12.02	$10.89	$8.81
Number of accumulation units outstanding at end of period	108,265	117,157	114,515	122,978	130,858	77,449	31,252	14,218	5,968
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during November 2008)
Value at beginning of period	$9.71	$8.55	$8.39
Value at end of period	$10.24	$9.71	$8.55
Number of accumulation units outstanding at end of period	68,498	2,230	239
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during January 2009)
Value at beginning of period	$10.56	$7.91
Value at end of period	$11.79	$10.56
Number of accumulation units outstanding at end of period	11,088	11,144
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during August 2005)
Value at beginning of period	$11.37	$8.33	$14.29	$13.72	$11.91	$11.07
Value at end of period	$12.90	$11.37	$8.33	$14.29	$13.72	$11.91
Number of accumulation units outstanding at end of period	50,096	55,362	67,533	91,883	32,223	5,238
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.14	$8.98	$11.84	$11.75	$11.01	$10.77	$10.00
Value at end of period	$14.71	$13.14	$8.98	$11.84	$11.75	$11.01	$10.77
Number of accumulation units outstanding at end of period	240,004	150,448	177,294	253,147	318,536	322,694	427,910
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$15.89	$14.17	$13.89	$13.01	$12.73	$12.68	$12.35	$12.03	$11.30	$10.92
Value at end of period	$16.76	$15.89	$14.17	$13.89	$13.01	$12.73	$12.68	$12.35	$12.03	$11.30
Number of accumulation units outstanding at end of period	1,244,773	1,354,371	1,210,354	627,091	206,933	259,236	164,762	151,480	134,070	45,492
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during July 2005)
Value at beginning of period	$10.00	$8.23	$12.87	$12.50	$10.93	$10.39
Value at end of period	$11.35	$10.00	$8.23	$12.87	$12.50	$10.93
Number of accumulation units outstanding at end of period	19,064	18,698	21,860	28,419	21,307	16,767
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.91	$8.08	$12.34	$11.94	$10.85	$10.15
Value at end of period	$11.45	$9.91	$8.08	$12.34	$11.94	$10.85
Number of accumulation units outstanding at end of period	181,982	240,951	217,087	319,519	215,137	179,199
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.30	$8.25
Value at end of period	$8.77	$8.30
Number of accumulation units outstanding at end of period	444,074	375,197
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.36	$9.21
Value at end of period	$10.23	$9.36
Number of accumulation units outstanding at end of period	2,665,084	2,823,928

Landmark

CFI 49


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.62	$9.49
Value at end of period	$10.46	$9.62
Number of accumulation units outstanding at end of period	1,766,469	2,018,819
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.85	$9.75
Value at end of period	$10.57	$9.85
Number of accumulation units outstanding at end of period	1,239,232	1,381,171
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.63	$10.82
Value at end of period	$13.91	$12.63
Number of accumulation units outstanding at end of period	26,401	29,883
ING RUSSELLTM LARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.08	$6.68	$9.84
Value at end of period	$8.86	$8.08	$6.68
Number of accumulation units outstanding at end of period	78,578	84,853	2,830
ING RUSSELLTM LARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.45	$10.62
Value at end of period	$13.55	$12.45
Number of accumulation units outstanding at end of period	5,135	2,791
ING RUSSELLTM MID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.93	$11.16
Value at end of period	$15.94	$12.93
Number of accumulation units outstanding at end of period	57,632	58,538
ING RUSSELLTM MID CAP INDEX PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.35	$6.10	$10.37
Value at end of period	$10.21	$8.35	$6.10
Number of accumulation units outstanding at end of period	20,647	20,671	3,205
ING RUSSELLTM SMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.59	$6.94	$10.23
Value at end of period	$10.60	$8.59	$6.94
Number of accumulation units outstanding at end of period	48,816	62,483	38,918
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$6.91	$5.40	$8.42	$7.83	$7.11	$6.67	$6.19	$4.57	$8.30	$10.01
Value at end of period	$8.94	$6.91	$5.40	$8.42	$7.83	$7.11	$6.67	$6.19	$4.57	$8.30
Number of accumulation units outstanding at end of period	31,463	33,086	38,815	39,357	51,563	48,883	62,583	66,684	54,433	21,418
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.87	$7.12	$10.39
Value at end of period	$10.77	$8.87	$7.12
Number of accumulation units outstanding at end of period	70,396	38,339	38,695

Landmark

CFI 50


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$40.07	$30.70	$43.24	$42.29	$37.65	$35.68	$31.24	$25.46	$25.87	$25.75
Value at end of period	$44.75	$40.07	$30.70	$43.24	$42.29	$37.65	$35.68	$31.24	$25.46	$25.87
Number of accumulation units outstanding at end of period	402,685	402,212	454,095	433,598	308,194	262,758	204,649	163,215	122,476	43,670
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$23.76	$19.41	$30.81	$30.53	$26.17	$25.71	$22.84	$18.63	$21.91	$22.33
Value at end of period	$26.75	$23.76	$19.41	$30.81	$30.53	$26.17	$25.71	$22.84	$18.63	$21.91
Number of accumulation units outstanding at end of period	104,792	123,910	121,126	148,949	136,572	151,505	138,681	94,965	69,736	27,313
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.99	$5.72	$10.13	$10.07
Value at end of period	$9.12	$7.99	$5.72	$10.13
Number of accumulation units outstanding at end of period	75,791	100,529	39,545	16,504
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.44	$7.31	$12.57	$11.13	$9.73
Value at end of period	$10.04	$9.44	$7.31	$12.57	$11.13
Number of accumulation units outstanding at end of period	169,507	205,052	161,670	82,707	32,278
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
Value at beginning of period	$18.46	$14.25	$24.11	$24.04	$20.13	$18.70	$17.21	$12.89	$16.48	$19.28
Value at end of period	$19.49	$18.46	$14.25	$24.11	$24.04	$20.13	$18.70	$17.21	$12.89	$16.48
Number of accumulation units outstanding at end of period	82,071	73,340	77,144	102,194	98,928	48,023	114,945	64,806	44,003	24,750
ING THORNBURG VALUE PORTFOLIO
(Fund first available during August 2006)
Value at beginning of period	$9.92	$7.02	$11.92	$11.37	$10.03
Value at end of period	$10.80	$9.92	$7.02	$11.92	$11.37
Number of accumulation units outstanding at end of period	4,856	4,863	4,951	8,376	2,331
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$10.49	$10.15	$9.83
Value at end of period	$10.88	$10.49	$10.15
Number of accumulation units outstanding at end of period	234,212	248,184	217,148
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.33	$7.24	$12.33	$12.47	$11.13	$10.41
Value at end of period	$10.33	$9.33	$7.24	$12.33	$12.47	$11.13
Number of accumulation units outstanding at end of period	1,224	1,240	1,259	1,324	7,577	2,234
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.79	$6.98	$11.22	$11.72	$10.33	$9.96
Value at end of period	$9.91	$8.79	$6.98	$11.22	$11.72	$10.33
Number of accumulation units outstanding at end of period	57,641	61,208	59,474	63,528	41,628	22,496
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.80	$9.01	$12.04	$11.90	$10.81	$10.15
Value at end of period	$11.86	$10.80	$9.01	$12.04	$11.90	$10.81
Number of accumulation units outstanding at end of period	186,219	153,100	266,603	167,712	13,129	10,121
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$23.74	$19.56	$29.46	$29.32	$25.80	$23.93	$21.41	$17.09	$20.47	$21.76
Value at end of period	$26.16	$23.74	$19.56	$29.46	$29.32	$25.80	$23.93	$21.41	$17.09	$20.47
Number of accumulation units outstanding at end of period	51,086	58,122	66,848	74,257	97,133	75,828	57,509	52,462	40,928	20,784

Landmark

CFI 51


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.40	$8.84	$12.65	$11.90	$10.67	$9.86	$9.90
Value at end of period	$10.89	$10.40	$8.84	$12.65	$11.90	$10.67	$9.86
Number of accumulation units outstanding at end of period	126,013	154,652	125,433	77,980	82,852	72,870	15,723
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$7.69	$6.04	$10.14
Value at end of period	$7.97	$7.69	$6.04
Number of accumulation units outstanding at end of period	122,301	90,650	87,362
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$9.79	$7.53	$13.50	$13.90	$11.38	$11.76	$10.59	$8.40	$10.00
Value at end of period	$11.69	$9.79	$7.53	$13.50	$13.90	$11.38	$11.76	$10.59	$8.40
Number of accumulation units outstanding at end of period	1,165	1,681	4,902	5,004	7,014	21,425	23,924	17,964	3,612
PROFUND VP BULL
Value at beginning of period	$7.31	$6.00	$9.83	$9.69	$8.70	$8.65	$8.11	$6.59	$8.86	$10.00
Value at end of period	$8.06	$7.31	$6.00	$9.83	$9.69	$8.70	$8.65	$8.11	$6.59	$8.86
Number of accumulation units outstanding at end of period	972	997	1,006	1,980	106,304	162,383	216,954	75,931	29,583	5,613
PROFUND VP EUROPE 30
Value at beginning of period	$8.85	$6.83	$12.46	$11.10	$9.64	$9.11	$8.13	$5.98	$8.23	$10.05
Value at end of period	$8.90	$8.85	$6.83	$12.46	$11.10	$9.64	$9.11	$8.13	$5.98	$8.23
Number of accumulation units outstanding at end of period	10,492	11,840	12,238	17,081	23,744	182,452	241,302	163,248	8,144	15,188
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.80	$4.48	$7.37	$7.94	$7.36	$8.16	$9.35	$10.00
Value at end of period	$4.77	$5.80	$4.48	$7.37	$7.94	$7.36	$8.16	$9.35
Number of accumulation units outstanding at end of period	15,825	13,948	13,970	31,263	36,645	36,061	69,112	4,760



Separate Account Annual Charges of 2.10%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.41	$7.95	$10.08
Value at end of period	$10.11	$9.41	$7.95
Number of accumulation units outstanding at end of period	6,172,428	5,407,653	3,501,780
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$16.38	$13.39	$19.04	$19.96	$17.08	$16.54	$13.79	$10.00
Value at end of period	$20.29	$16.38	$13.39	$19.04	$19.96	$17.08	$16.54	$13.79
Number of accumulation units outstanding at end of period	835,982	954,874	1,052,464	1,373,389	1,664,797	1,937,118	1,261,075	219,203
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.10	$8.37	$14.92	$12.99	$11.91	$10.08
Value at end of period	$12.71	$11.10	$8.37	$14.92	$12.99	$11.91
Number of accumulation units outstanding at end of period	3,558,174	3,991,694	4,764,205	4,272,826	2,903,416	1,246,096

Landmark

CFI 52


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.21	$7.24	$12.93	$13.04	$11.11	$10.75	$9.87	$7.75	$9.56
Value at end of period	$10.36	$9.21	$7.24	$12.93	$13.04	$11.11	$10.75	$9.87	$7.75
Number of accumulation units outstanding at end of period	1,290,394	1,458,754	1,720,702	2,241,214	2,133,205	1,696,648	1,289,231	448,420	54,904
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.64	$7.15	$10.05
Value at end of period	$9.47	$8.64	$7.15
Number of accumulation units outstanding at end of period	1,277,306	1,173,464	861,697
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.65	$8.79	$10.01
Value at end of period	$10.02	$9.65	$8.79
Number of accumulation units outstanding at end of period	2,755,719	2,896,681	1,672,932
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.79	$8.44	$13.94	$13.63	$12.15	$11.78	$10.96	$10.00
Value at end of period	$11.71	$10.79	$8.44	$13.94	$13.63	$12.15	$11.78	$10.96
Number of accumulation units outstanding at end of period	10,052,428	11,159,281	11,513,722	11,977,582	11,193,788	9,007,689	5,253,841	709,118
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.59	$8.54	$15.65	$14.31	$13.33	$11.77	$10.75	$10.00
Value at end of period	$13.40	$11.59	$8.54	$15.65	$14.31	$13.33	$11.77	$10.75
Number of accumulation units outstanding at end of period	14,568,733	15,290,861	15,738,967	15,573,022	14,562,790	11,750,244	6,721,770	882,976
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$16.95	$12.16	$21.59	$18.47	$15.94	$13.46	$11.59	$10.00
Value at end of period	$17.70	$16.95	$12.16	$21.59	$18.47	$15.94	$13.46	$11.59
Number of accumulation units outstanding at end of period	5,981,677	6,471,121	6,273,128	6,489,109	5,576,357	3,995,243	2,085,943	296,661
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$11.95	$9.06	$9.48
Value at end of period	$13.19	$11.95	$9.06
Number of accumulation units outstanding at end of period	487,065	393,693	37,708
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.84	$10.91	$19.77	$17.34	$13.71	$12.14	$10.51	$8.19	$10.00
Value at end of period	$13.43	$12.84	$10.91	$19.77	$17.34	$13.71	$12.14	$10.51	$8.19
Number of accumulation units outstanding at end of period	3,311,822	3,641,945	3,952,202	4,055,521	3,449,511	2,479,779	1,232,792	128,362	6,369
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.77	$7.38	$12.83	$12.36	$10.95	$10.02
Value at end of period	$12.10	$9.77	$7.38	$12.83	$12.36	$10.95
Number of accumulation units outstanding at end of period	2,111,779	2,187,159	1,688,800	1,477,279	1,098,736	494,888
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.53	$9.88
Value at end of period	$10.88	$10.53
Number of accumulation units outstanding at end of period	1,431,585	1,053,093

Landmark

CFI 53


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.66	$7.58	$12.70	$12.15	$11.59	$10.73	$9.86	$7.94	$10.00
Value at end of period	$10.72	$9.66	$7.58	$12.70	$12.15	$11.59	$10.73	$9.86	$7.94
Number of accumulation units outstanding at end of period	962,845	896,220	859,567	764,203	674,427	671,809	72,893	38,135	8,896
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.80	$8.87	$14.01	$13.73	$12.05	$11.69	$10.70	$8.33	$10.00
Value at end of period	$10.65	$9.80	$8.87	$14.01	$13.73	$12.05	$11.69	$10.70	$8.33
Number of accumulation units outstanding at end of period	243,521	264,540	285,576	371,738	478,617	246,343	257,304	99,430	15,878
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.67	$6.47	$9.99
Value at end of period	$11.18	$9.67	$6.47
Number of accumulation units outstanding at end of period	2,011,911	2,115,656	1,051,869
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.24	$7.08	$12.30	$13.56	$11.30
Value at end of period	$10.50	$9.24	$7.08	$12.30	$13.56
Number of accumulation units outstanding at end of period	1,206,205	1,344,556	1,387,896	1,326,783	701,115
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$45.85	$34.47	$57.26	$71.11	$52.77	$46.15	$34.22	$25.38	$25.87	$24.17
Value at end of period	$57.45	$45.85	$34.47	$57.26	$71.11	$52.77	$46.15	$34.22	$25.38	$25.87
Number of accumulation units outstanding at end of period	505,126	600,579	665,552	869,365	1,099,471	891,145	518,437	182,707	77,757	7,350
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.95	$6.51	$10.09	$10.01	$10.05
Value at end of period	$9.75	$7.95	$6.51	$10.09	$10.01
Number of accumulation units outstanding at end of period	1,085,173	1,462,454	1,644,870	1,065,810	569,254
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$8.63	$6.70	$11.26	$11.04	$9.90	$10.06
Value at end of period	$9.47	$8.63	$6.70	$11.26	$11.04	$9.90
Number of accumulation units outstanding at end of period	1,876,791	1,841,995	1,649,555	1,255,005	735,762	12,016
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$6.90	$5.78	$10.37	$10.00
Value at end of period	$8.43	$6.90	$5.78	$10.37
Number of accumulation units outstanding at end of period	840,719	714,858	749,221	1,263,274
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.80	$9.63
Value at end of period	$8.72	$9.80
Number of accumulation units outstanding at end of period	22,695	2,198
ING FMRSM DIVERSIFIED MID CAP PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$12.89	$9.46	$15.88	$14.17	$12.93	$11.30
Value at end of period	$16.20	$12.89	$9.46	$15.88	$14.17	$12.93
Number of accumulation units outstanding at end of period	3,565,171	3,800,167	3,712,595	4,157,764	2,888,003	2,618,948

Landmark

CFI 54


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.78	$7.57	$10.93	$10.87	$10.00
Value at end of period	$10.82	$9.78	$7.57	$10.93	$10.87
Number of accumulation units outstanding at end of period	3,310,944	3,290,802	2,991,145	2,999,605	3,077,176
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$8.93	$7.21	$11.83	$12.42
Value at end of period	$9.75	$8.93	$7.21	$11.83
Number of accumulation units outstanding at end of period	1,089,782	1,105,805	1,025,971	1,062,144
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.68	$6.02	$9.56	$10.00
Value at end of period	$8.33	$7.68	$6.02	$9.56
Number of accumulation units outstanding at end of period	5,129,860	5,374,909	5,530,073	3,476,458
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$10.25	$10.08
Value at end of period	$10.92	$10.25
Number of accumulation units outstanding at end of period	29,129	3,728
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$32.09	$23.84	$41.27	$31.64	$26.61	$19.73	$18.94	$12.71	$12.88	$15.16
Value at end of period	$38.22	$32.09	$23.84	$41.27	$31.64	$26.61	$19.73	$18.94	$12.71	$12.88
Number of accumulation units outstanding at end of period	1,711,545	2,165,113	2,442,120	1,971,707	1,609,563	1,039,563	367,334	147,526	43,248	2,531
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.71	$6.05	$9.94	$9.83
Value at end of period	$8.59	$7.71	$6.05	$9.94
Number of accumulation units outstanding at end of period	3,510,576	388,232	2,481,381	9,804
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.90	$9.99
Value at end of period	$13.58	$12.90
Number of accumulation units outstanding at end of period	415,911	372,749
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.30	$6.89	$11.25	$10.97	$9.80	$9.52	$8.82	$10.00
Value at end of period	$9.24	$8.30	$6.89	$11.25	$10.97	$9.80	$9.52	$8.82
Number of accumulation units outstanding at end of period	994,063	1,083,795	1,195,225	1,503,495	1,722,487	1,457,388	689,799	247,476
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.51	$8.16	$13.39	$13.00	$12.17	$11.21	$9.66
Value at end of period	$12.51	$10.51	$8.16	$13.39	$13.00	$12.17	$11.21
Number of accumulation units outstanding at end of period	970,505	1,071,001	1,227,732	1,541,727	1,567,111	1,340,319	340,018
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.87	$8.10	$12.47	$13.62	$12.26	$11.66	$9.61
Value at end of period	$11.84	$9.87	$8.10	$12.47	$13.62	$12.26	$11.66
Number of accumulation units outstanding at end of period	781,772	879,988	988,868	1,270,064	1,370,199	1,166,092	333,675

Landmark

CFI 55


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.62	$10.67	$11.93	$11.53	$11.35	$11.26	$11.00	$10.59	$10.00
Value at end of period	$12.46	$11.62	$10.67	$11.93	$11.53	$11.35	$11.26	$11.00	$10.59
Number of accumulation units outstanding at end of period	5,525,607	5,774,425	5,918,590	5,811,926	4,031,996	1,271,536	1,029,703	182,945	20,543
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.53	$6.03	$10.27
Value at end of period	$7.93	$7.53	$6.03
Number of accumulation units outstanding at end of period	517,282	644,875	31,701
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$10.87	$8.14	$16.29	$13.77	$11.43	$10.10	$8.81	$5.98	$8.25	$8.97
Value at end of period	$12.13	$10.87	$8.14	$16.29	$13.77	$11.43	$10.10	$8.81	$5.98	$8.25
Number of accumulation units outstanding at end of period	2,485,157	2,815,851	3,366,537	3,690,993	854,960	324,542	160,339	149,245	96,355	38,065
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.85	$9.83
Value at end of period	$10.95	$9.85
Number of accumulation units outstanding at end of period	68,821	23
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$19.00	$11.31	$23.71	$17.49	$13.15	$9.96	$8.64	$6.02	$6.89	$7.32
Value at end of period	$22.37	$19.00	$11.31	$23.71	$17.49	$13.15	$9.96	$8.64	$6.02	$6.89
Number of accumulation units outstanding at end of period	2,793,232	3,272,083	3,377,985	3,562,996	2,347,679	1,606,085	614,996	251,031	87,622	52,358
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.46	$6.88	$10.17
Value at end of period	$10.18	$8.46	$6.88
Number of accumulation units outstanding at end of period	828,496	510,958	180,150
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.06	$9.68	$14.11	$14.66	$12.84	$13.63	$10.26	$7.81	$10.00
Value at end of period	$14.97	$12.06	$9.68	$14.11	$14.66	$12.84	$13.63	$10.26	$7.81
Number of accumulation units outstanding at end of period	1,074,195	930,424	971,062	1,346,686	1,193,062	1,016,028	643,342	260,352	37,674
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.87	$8.51	$12.00	$10.98	$10.62	$10.44	$9.64
Value at end of period	$13.28	$11.87	$8.51	$12.00	$10.98	$10.62	$10.44
Number of accumulation units outstanding at end of period	601,971	642,827	98,477	62,575	71,638	51,145	23,328
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$9.99	$7.73	$13.02	$13.55	$12.58	$11.56	$10.79	$10.00
Value at end of period	$12.14	$9.99	$7.73	$13.02	$13.55	$12.58	$11.56	$10.79
Number of accumulation units outstanding at end of period	906,613	997,486	1,098,884	1,265,064	1,304,607	1,312,979	974,672	109,745
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$19.55	$18.64	$19.08	$18.43	$18.13	$18.22	$18.35	$18.23	$17.36	$16.70
Value at end of period	$19.74	$19.55	$18.64	$19.08	$18.43	$18.13	$18.22	$18.35	$18.23	$17.36
Number of accumulation units outstanding at end of period	72,554	85,437	96,665	127,366	175,221	230,202	281,028	390,766	187,662	63,527
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$14.57	$14.84	$14.80	$14.40	$14.05	$13.97	$14.13	$14.33	$14.43	$14.34
Value at end of period	$14.27	$14.57	$14.84	$14.80	$14.40	$14.05	$13.97	$14.13	$14.33	$14.43
Number of accumulation units outstanding at end of period	4,696,420	5,813,592	9,865,921	4,722,110	2,780,525	1,641,831	971,131	735,857	514,409	261,606

Landmark

CFI 56


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$9.57	$8.23	$13.25	$13.00	$11.29	$10.93	$10.16	$7.91	$10.48	$11.47
Value at end of period	$10.97	$9.57	$8.23	$13.25	$13.00	$11.29	$10.93	$10.16	$7.91	$10.48
Number of accumulation units outstanding at end of period	260,095	304,230	362,355	450,818	590,287	447,334	619,270	474,812	294,204	136,482
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$12.95	$10.26	$17.56	$15.71	$15.29	$14.34	$13.02	$10.02	$14.53	$18.99
Value at end of period	$15.20	$12.95	$10.26	$17.56	$15.71	$15.29	$14.34	$13.02	$10.02	$14.53
Number of accumulation units outstanding at end of period	1,630,063	1,728,520	1,891,487	1,927,782	1,915,622	1,936,439	1,389,051	845,399	311,442	126,140
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.79	$8.75	$17.71	$15.01	$12.36	$10.16
Value at end of period	$13.14	$11.79	$8.75	$17.71	$15.01	$12.36
Number of accumulation units outstanding at end of period	1,072,130	1,212,113	1,483,984	1,343,574	1,009,791	786,192
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$22.24	$19.27	$25.35	$24.90	$22.72	$22.55	$20.73	$18.14	$19.52	$20.00
Value at end of period	$23.92	$22.24	$19.27	$25.35	$24.90	$22.72	$22.55	$20.73	$18.14	$19.52
Number of accumulation units outstanding at end of period	1,595,426	1,808,651	1,865,661	1,999,893	2,155,140	2,090,749	1,640,545	1,114,951	687,305	203,036
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.36	$11.05	$18.11	$14.53	$11.34	$10.05
Value at end of period	$15.98	$14.36	$11.05	$18.11	$14.53	$11.34
Number of accumulation units outstanding at end of period	2,858,694	2,993,392	3,547,635	2,991,519	2,182,716	1,287,256
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$8.60	$6.23	$10.22	$8.32	$7.90	$7.32	$7.00
Value at end of period	$10.95	$8.60	$6.23	$10.22	$8.32	$7.90	$7.32
Number of accumulation units outstanding at end of period	1,704,095	1,526,739	1,518,337	154,686	196,650	235,557	215,454
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.73	$11.67	$16.69	$15.54	$13.08	$12.00	$10.88	$8.80	$10.00
Value at end of period	$16.42	$14.73	$11.67	$16.69	$15.54	$13.08	$12.00	$10.88	$8.80
Number of accumulation units outstanding at end of period	1,607,853	1,540,299	1,599,531	1,881,748	2,062,203	1,601,079	789,277	200,135	40,258
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$9.70	$8.55	$9.21
Value at end of period	$10.23	$9.70	$8.55
Number of accumulation units outstanding at end of period	296,475	250,668	8,203
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$10.55	$8.42	$9.35
Value at end of period	$11.78	$10.55	$8.42
Number of accumulation units outstanding at end of period	150,563	79,444	14,649
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$11.35	$8.32	$14.27	$13.71	$11.91	$10.11
Value at end of period	$12.86	$11.35	$8.32	$14.27	$13.71	$11.91
Number of accumulation units outstanding at end of period	601,855	670,416	1,018,421	1,076,656	523,730	145,145

Landmark

CFI 57


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.11	$8.96	$11.82	$11.73	$11.00	$10.77	$10.00
Value at end of period	$14.66	$13.11	$8.96	$11.82	$11.73	$11.00	$10.77
Number of accumulation units outstanding at end of period	2,288,870	1,766,269	2,111,385	2,987,566	3,053,566	2,858,639	2,439,916
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$15.76	$14.07	$13.79	$12.93	$12.66	$12.62	$12.29	$11.98	$11.26	$10.88
Value at end of period	$16.62	$15.76	$14.07	$13.79	$12.93	$12.66	$12.62	$12.29	$11.98	$11.26
Number of accumulation units outstanding at end of period	11,243,930	11,617,187	9,592,661	4,063,712	2,338,464	2,092,826	1,738,298	1,262,012	836,451	221,684
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$9.98	$8.21	$12.85	$12.49	$10.93	$10.29
Value at end of period	$11.32	$9.98	$8.21	$12.85	$12.49	$10.93
Number of accumulation units outstanding at end of period	375,680	362,014	356,416	434,966	502,967	434,680
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.88	$8.07	$12.32	$11.93	$10.84	$10.07
Value at end of period	$11.41	$9.88	$8.07	$12.32	$11.93	$10.84
Number of accumulation units outstanding at end of period	3,494,720	3,905,405	3,996,449	4,353,304	4,390,438	4,290,104
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.30	$8.24
Value at end of period	$8.77	$8.30
Number of accumulation units outstanding at end of period	3,875,738	3,962,576
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.36	$9.21
Value at end of period	$10.23	$9.36
Number of accumulation units outstanding at end of period	42,697,101	46,107,120
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.62	$9.49
Value at end of period	$10.45	$9.62
Number of accumulation units outstanding at end of period	23,476,050	25,349,683
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.85	$9.75
Value at end of period	$10.56	$9.85
Number of accumulation units outstanding at end of period	12,044,181	13,018,646
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.62	$10.26
Value at end of period	$13.90	$12.62
Number of accumulation units outstanding at end of period	793,303	774,537
ING RUSSELLTM LARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.07	$6.68	$10.12
Value at end of period	$8.85	$8.07	$6.68
Number of accumulation units outstanding at end of period	1,501,856	1,532,905	257,464

Landmark

CFI 58


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RUSSELLTM LARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.45	$10.34
Value at end of period	$13.54	$12.45
Number of accumulation units outstanding at end of period	178,884	105,054
ING RUSSELLTM MID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.93	$10.36
Value at end of period	$15.93	$12.93
Number of accumulation units outstanding at end of period	1,195,308	1,126,456
ING RUSSELLTM MID CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.34	$6.10	$10.24
Value at end of period	$10.20	$8.34	$6.10
Number of accumulation units outstanding at end of period	663,918	575,441	282,724
ING RUSSELLTM SMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.58	$6.93	$10.02
Value at end of period	$10.59	$8.58	$6.93
Number of accumulation units outstanding at end of period	1,207,536	834,911	572,938
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$6.88	$5.37	$8.39	$7.81	$7.10	$6.66	$6.19	$4.57	$8.29	$10.01
Value at end of period	$8.89	$6.88	$5.37	$8.39	$7.81	$7.10	$6.66	$6.19	$4.57	$8.29
Number of accumulation units outstanding at end of period	548,730	633,871	675,839	855,490	1,086,586	1,049,459	823,490	521,035	249,714	45,115
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.86	$7.11	$10.18
Value at end of period	$10.76	$8.86	$7.11
Number of accumulation units outstanding at end of period	651,459	527,951	456,278
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$39.64	$30.39	$42.82	$41.90	$37.33	$35.39	$31.00	$25.28	$25.70	$25.59
Value at end of period	$44.25	$39.64	$30.39	$42.82	$41.90	$37.33	$35.39	$31.00	$25.28	$25.70
Number of accumulation units outstanding at end of period	3,730,591	3,935,945	3,963,914	4,273,456	4,218,851	3,689,659	2,380,506	998,381	442,657	92,605
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$23.51	$19.21	$30.52	$30.25	$25.94	$25.50	$22.67	$18.50	$21.77	$22.19
Value at end of period	$26.46	$23.51	$19.21	$30.52	$30.25	$25.94	$25.50	$22.67	$18.50	$21.77
Number of accumulation units outstanding at end of period	1,738,376	1,628,920	1,638,714	1,801,226	1,889,644	1,954,975	1,619,276	860,125	425,112	107,272
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.98	$5.71	$10.12	$10.10
Value at end of period	$9.10	$7.98	$5.71	$10.12
Number of accumulation units outstanding at end of period	913,069	741,998	245,895	159,631
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.42	$7.30	$12.55	$11.13	$10.17
Value at end of period	$10.02	$9.42	$7.30	$12.55	$11.13
Number of accumulation units outstanding at end of period	2,309,894	2,239,075	2,050,459	663,536	172,518
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
Value at beginning of period	$18.30	$14.13	$23.93	$23.87	$19.99	$18.58	$17.11	$12.82	$16.41	$19.19
Value at end of period	$19.31	$18.30	$14.13	$23.93	$23.87	$19.99	$18.58	$17.11	$12.82	$16.41
Number of accumulation units outstanding at end of period	1,054,961	1,074,690	994,246	1,099,394	974,425	780,724	680,585	451,642	210,411	72,320

Landmark

CFI 59


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING THORNBURG VALUE PORTFOLIO
(Fund first available during August 2006)
Value at beginning of period	$9.90	$7.01	$11.91	$11.37	$10.03
Value at end of period	$10.78	$9.90	$7.01	$11.91	$11.37
Number of accumulation units outstanding at end of period	26,603	31,851	34,932	91,625	74,269
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$10.48	$10.15	$10.02
Value at end of period	$10.87	$10.48	$10.15
Number of accumulation units outstanding at end of period	2,023,217	2,166,890	1,631,655
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.31	$7.23	$12.31	$12.46	$11.13	$10.01
Value at end of period	$10.30	$9.31	$7.23	$12.31	$12.46	$11.13
Number of accumulation units outstanding at end of period	52,142	55,622	56,718	71,145	126,031	45,133
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.64	$7.66	$12.31	$12.87	$11.35	$11.20
Value at end of period	$10.86	$9.64	$7.66	$12.31	$12.87	$11.35
Number of accumulation units outstanding at end of period	1,016,194	1,007,577	958,698	992,532	892,091	725,244
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.78	$9.00	$12.02	$11.89	$10.81	$10.15
Value at end of period	$11.82	$10.78	$9.00	$12.02	$11.89	$10.81
Number of accumulation units outstanding at end of period	938,725	988,593	986,332	537,221	432,531	239,827
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$23.55	$19.40	$29.24	$29.12	$25.64	$23.79	$21.30	$17.01	$20.39	$21.68
Value at end of period	$25.93	$23.55	$19.40	$29.24	$29.12	$25.64	$23.79	$21.30	$17.01	$20.39
Number of accumulation units outstanding at end of period	720,933	771,480	795,559	843,024	985,694	953,341	677,755	424,242	180,352	51,722
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.36	$8.82	$12.63	$11.88	$10.66	$9.86	$10.00
Value at end of period	$10.86	$10.36	$8.82	$12.63	$11.88	$10.66	$9.86
Number of accumulation units outstanding at end of period	1,527,878	1,700,554	2,051,094	1,606,319	1,553,333	1,264,818	334,842
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.68	$6.04	$9.95
Value at end of period	$7.96	$7.68	$6.04
Number of accumulation units outstanding at end of period	1,146,514	1,331,304	1,266,237
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$9.76	$7.50	$13.46	$13.86	$11.36	$11.74	$10.58	$8.40	$10.00
Value at end of period	$11.64	$9.76	$7.50	$13.46	$13.86	$11.36	$11.74	$10.58	$8.40
Number of accumulation units outstanding at end of period	131,114	165,664	187,577	243,280	314,148	361,104	277,954	125,871	40,592
PROFUND VP BULL
Value at beginning of period	$7.27	$5.98	$9.79	$9.66	$8.68	$8.63	$8.10	$6.59	$8.85	$10.00
Value at end of period	$8.02	$7.27	$5.98	$9.79	$9.66	$8.68	$8.63	$8.10	$6.59	$8.85
Number of accumulation units outstanding at end of period	100,597	118,260	130,328	164,132	243,580	226,832	278,604	83,177	23,783	1,814

Landmark

CFI 60


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
PROFUND VP EUROPE 30
Value at beginning of period	$8.81	$6.80	$12.41	$11.07	$9.62	$9.09	$8.12	$5.98	$8.23	$10.05
Value at end of period	$8.86	$8.81	$6.80	$12.41	$11.07	$9.62	$9.09	$8.12	$5.98	$8.23
Number of accumulation units outstanding at end of period	100,465	105,602	125,339	169,030	227,041	257,431	160,013	67,213	17,650	0
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.78	$4.47	$7.36	$7.93	$7.35	$8.15	$9.34	$10.00
Value at end of period	$4.75	$5.78	$4.47	$7.36	$7.93	$7.35	$8.15	$9.34
Number of accumulation units outstanding at end of period	151,085	158,755	173,125	221,809	442,998	452,259	307,589	26,719



Separate Account Annual Charges of 2.20%


	2010	2009	2008	2007	2006	2005
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.40	$7.94	$10.08
Value at end of period	$10.09	$9.40	$7.94
Number of accumulation units outstanding at end of period	12,815,939	9,928,437	3,862,645
COLUMBIA SMALL CAP VALUE FUND VS
Value at beginning of period	$10.13	$8.29	$11.80	$12.38	$10.61	$9.76
Value at end of period	$12.53	$10.13	$8.29	$11.80	$12.38	$10.61
Number of accumulation units outstanding at end of period	515,510	594,175	650,445	785,501	893,270	874,474
FIDELITY® VIP CONTRAFUND® PORTFOLIO
Value at beginning of period	$11.05	$8.34	$14.88	$12.97	$11.90	$10.23
Value at end of period	$12.63	$11.05	$8.34	$14.88	$12.97	$11.90
Number of accumulation units outstanding at end of period	4,114,882	4,781,164	5,187,986	3,918,166	2,367,446	707,167
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$8.66	$6.82	$12.20	$12.32	$10.50	$9.93
Value at end of period	$9.74	$8.66	$6.82	$12.20	$12.32	$10.50
Number of accumulation units outstanding at end of period	671,601	769,770	908,790	1,052,385	640,088	324,508
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.63	$7.15	$10.00
Value at end of period	$9.45	$8.63	$7.15
Number of accumulation units outstanding at end of period	2,007,999	1,883,524	1,142,004
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.63	$8.78	$10.01
Value at end of period	$9.99	$9.63	$8.78
Number of accumulation units outstanding at end of period	2,956,945	3,161,348	1,885,154
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
Value at beginning of period	$9.20	$7.21	$11.92	$11.67	$10.41	$9.89
Value at end of period	$9.98	$9.20	$7.21	$11.92	$11.67	$10.41
Number of accumulation units outstanding at end of period	8,815,323	9,199,888	8,523,872	7,379,004	5,456,908	3,139,407

Landmark

CFI 61


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING AMERICAN FUNDS GROWTH PORTFOLIO
Value at beginning of period	$10.03	$7.39	$13.57	$12.41	$11.57	$10.00
Value at end of period	$11.58	$10.03	$7.39	$13.57	$12.41	$11.57
Number of accumulation units outstanding at end of period	14,501,899	13,304,970	12,796,150	10,591,272	7,957,365	4,335,431
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
Value at beginning of period	$12.98	$9.32	$16.57	$14.19	$12.26	$10.19
Value at end of period	$13.54	$12.98	$9.32	$16.57	$14.19	$12.26
Number of accumulation units outstanding at end of period	6,235,952	6,614,845	6,379,548	5,622,595	3,861,348	1,887,611
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$11.94	$9.06	$9.24
Value at end of period	$13.15	$11.94	$9.06
Number of accumulation units outstanding at end of period	925,559	611,671	123,955
ING ARTIO FOREIGN PORTFOLIO
Value at beginning of period	$11.02	$9.37	$17.01	$14.93	$11.82	$10.23
Value at end of period	$11.52	$11.02	$9.37	$17.01	$14.93	$11.82
Number of accumulation units outstanding at end of period	2,449,934	2,813,068	3,123,717	2,680,926	1,696,252	720,890
ING BARON SMALL CAP GROWTH PORTFOLIO
Value at beginning of period	$9.72	$7.35	$12.80	$12.33	$10.94	$10.02
Value at end of period	$12.03	$9.72	$7.35	$12.80	$12.33	$10.94
Number of accumulation units outstanding at end of period	2,168,432	2,278,859	1,683,610	1,267,944	705,763	231,708
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.52	$9.88
Value at end of period	$10.86	$10.52
Number of accumulation units outstanding at end of period	1,372,073	678,585
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
Value at beginning of period	$9.04	$7.10	$11.92	$11.42	$10.90	$10.06
Value at end of period	$10.03	$9.04	$7.10	$11.92	$11.42	$10.90
Number of accumulation units outstanding at end of period	575,135	878,402	602,834	342,900	143,761	86,496
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
Value at beginning of period	$8.54	$7.74	$12.24	$12.00	$10.54	$9.86
Value at end of period	$9.28	$8.54	$7.74	$12.24	$12.00	$10.54
Number of accumulation units outstanding at end of period	140,254	148,110	200,577	228,799	238,339	52,695
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.65	$6.47	$9.99
Value at end of period	$11.15	$9.65	$6.47
Number of accumulation units outstanding at end of period	1,447,072	1,329,605	819,581
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
Value at beginning of period	$9.21	$7.06	$12.28	$13.55	$11.16
Value at end of period	$10.45	$9.21	$7.06	$12.28	$13.55
Number of accumulation units outstanding at end of period	942,274	1,125,921	1,160,397	867,793	386,762
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$10.08	$7.59	$12.62	$15.69	$11.65	$9.70
Value at end of period	$12.62	$10.08	$7.59	$12.62	$15.69	$11.65
Number of accumulation units outstanding at end of period	888,216	1,235,669	1,487,036	1,500,463	1,455,548	864,134
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
Value at beginning of period	$7.92	$6.49	$10.07	$10.00	$10.05
Value at end of period	$9.70	$7.92	$6.49	$10.07	$10.00
Number of accumulation units outstanding at end of period	1,056,933	1,277,289	1,392,520	991,087	475,068


Landmark		CFI 62


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING DAVIS NEW YORK VENTURE PORTFOLIO
Value at beginning of period	$8.60	$6.68	$11.23	$11.03	$9.90	$9.96
Value at end of period	$9.42	$8.60	$6.68	$11.23	$11.03	$9.90
Number of accumulation units outstanding at end of period	2,909,951	2,826,694	2,546,742	1,658,055	747,652	9,453
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$6.88	$5.78	$10.37	$10.02
Value at end of period	$8.40	$6.88	$5.78	$10.37
Number of accumulation units outstanding at end of period	1,341,550	1,226,303	1,252,147	423,733
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.79	$9.75
Value at end of period	$8.70	$9.79
Number of accumulation units outstanding at end of period	17,196	7,999
ING FMRSM DIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$11.70	$8.59	$14.44
Value at end of period	$14.68	$11.70	$8.59
Number of accumulation units outstanding at end of period	2,307,987	2,162,821	1,923,142
ING FRANKLIN INCOME PORTFOLIO
Value at beginning of period	$9.74	$7.55	$10.91	$10.87	$10.02
Value at end of period	$10.77	$9.74	$7.55	$10.91	$10.87
Number of accumulation units outstanding at end of period	3,240,253	3,508,528	2,802,507	2,010,837	591,765
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.90	$7.19	$11.82	$12.42
Value at end of period	$9.71	$8.90	$7.19	$11.82
Number of accumulation units outstanding at end of period	1,455,006	1,737,617	1,377,127	1,251,633
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.66	$6.01	$9.55	$10.00
Value at end of period	$8.30	$7.66	$6.01	$9.55
Number of accumulation units outstanding at end of period	7,912,667	8,798,432	9,027,246	4,152,264
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.25	$9.96
Value at end of period	$10.91	$10.25
Number of accumulation units outstanding at end of period	16,828	5,623
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$16.77	$12.47	$21.61	$16.58	$13.96	$10.22
Value at end of period	$19.95	$16.77	$12.47	$21.61	$16.58	$13.96
Number of accumulation units outstanding at end of period	1,661,012	2,160,043	2,437,742	1,521,335	916,949	374,772
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.69	$6.05	$9.94	$9.83
Value at end of period	$8.56	$7.69	$6.05	$9.94
Number of accumulation units outstanding at end of period	1,508,277	1,590,312	502,600	1,808
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.89	$10.01
Value at end of period	$13.55	$12.89
Number of accumulation units outstanding at end of period	591,229	156,911

Landmark

CFI 63


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$8.74	$7.27	$11.87	$11.59	$10.37	$9.79
Value at end of period	$9.72	$8.74	$7.27	$11.87	$11.59	$10.37
Number of accumulation units outstanding at end of period	346,809	387,324	469,351	556,600	460,829	262,580
ING INDEX PLUS MIDCAP PORTFOLIO
Value at beginning of period	$9.54	$7.42	$12.19	$11.84	$11.09	$9.74
Value at end of period	$11.35	$9.54	$7.42	$12.19	$11.84	$11.09
Number of accumulation units outstanding at end of period	572,999	642,796	750,935	899,879	679,612	399,715
ING INDEX PLUS SMALLCAP PORTFOLIO
Value at beginning of period	$8.57	$7.04	$10.85	$11.87	$10.69	$9.89
Value at end of period	$10.27	$8.57	$7.04	$10.85	$11.87	$10.69
Number of accumulation units outstanding at end of period	529,326	591,242	634,598	785,408	651,810	317,416
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$10.26	$9.43	$10.56	$10.21	$10.06	$10.02
Value at end of period	$10.99	$10.26	$9.43	$10.56	$10.21	$10.06
Number of accumulation units outstanding at end of period	6,900,837	7,298,104	7,660,460	6,329,691	2,860,220	325,330
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.51	$6.03	$10.36
Value at end of period	$7.91	$7.51	$6.03
Number of accumulation units outstanding at end of period	330,300	328,038	29,837
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$10.98	$8.23	$16.49	$13.95	$11.59	$9.80
Value at end of period	$12.24	$10.98	$8.23	$16.49	$13.95	$11.59
Number of accumulation units outstanding at end of period	1,575,494	1,769,497	2,123,676	1,520,429	479,372	116,720
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.84	$9.91
Value at end of period	$10.94	$9.84
Number of accumulation units outstanding at end of period	121,864	6,042
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$20.18	$12.03	$25.23	$18.63	$14.03	$11.39
Value at end of period	$23.74	$20.18	$12.03	$25.23	$18.63	$14.03
Number of accumulation units outstanding at end of period	1,528,554	1,925,349	1,846,432	1,493,564	946,131	431,199
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.44	$6.87	$10.19
Value at end of period	$10.15	$8.44	$6.87
Number of accumulation units outstanding at end of period	593,467	336,575	166,422
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
Value at beginning of period	$9.71	$7.79	$11.38	$11.83	$10.37	$9.84
Value at end of period	$12.03	$9.71	$7.79	$11.38	$11.83	$10.37
Number of accumulation units outstanding at end of period	1,201,185	1,182,381	1,205,078	1,457,000	1,129,875	645,308
ING LARGE CAP GROWTH PORTFOLIO
Value at beginning of period	$11.39	$8.17	$11.54	$10.57	$10.23	$9.48
Value at end of period	$12.72	$11.39	$8.17	$11.54	$10.57	$10.23
Number of accumulation units outstanding at end of period	752,641	523,070	81,178	54,625	63,285	35,457
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period	$8.82	$6.84	$11.53	$12.01	$11.16	$9.80
Value at end of period	$10.72	$8.82	$6.84	$11.53	$12.01	$11.16
Number of accumulation units outstanding at end of period	426,432	467,005	518,777	528,419	456,095	299,177

Landmark

CFI 64


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$10.38	$10.58	$10.56	$10.29	$10.05	$9.99
Value at end of period	$10.15	$10.38	$10.58	$10.56	$10.29	$10.05
Number of accumulation units outstanding at end of period	3,526,389	4,220,452	6,185,290	2,578,058	851,840	368,006
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$8.79	$7.57	$12.20	$11.98	$10.42	$10.01
Value at end of period	$10.07	$8.79	$7.57	$12.20	$11.98	$10.42
Number of accumulation units outstanding at end of period	67,838	85,011	114,346	146,193	197,047	20,765
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$9.10	$7.22	$12.36	$11.07	$10.79	$9.99
Value at end of period	$10.67	$9.10	$7.22	$12.36	$11.07	$10.79
Number of accumulation units outstanding at end of period	1,866,596	1,834,544	1,874,070	1,489,965	1,003,525	530,901
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
Value at beginning of period	$11.74	$8.72	$17.66	$14.98	$12.35	$10.02
Value at end of period	$13.06	$11.74	$8.72	$17.66	$14.98	$12.35
Number of accumulation units outstanding at end of period	666,726	830,081	1,147,804	675,841	326,904	113,067
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$9.91	$8.60	$11.32	$11.13	$10.17	$9.98
Value at end of period	$10.65	$9.91	$8.60	$11.32	$11.13	$10.17
Number of accumulation units outstanding at end of period	1,817,235	2,024,319	1,984,552	1,766,663	1,438,503	761,974
ING MFS UTILITIES PORTFOLIO
Value at beginning of period	$14.29	$11.00	$18.06	$14.50	$11.33	$10.05
Value at end of period	$15.89	$14.29	$11.00	$18.06	$14.50	$11.33
Number of accumulation units outstanding at end of period	1,360,126	1,314,356	1,332,274	965,362	590,333	256,994
ING MIDCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$11.87	$8.61	$14.13	$11.52	$10.94	$9.95
Value at end of period	$15.09	$11.87	$8.61	$14.13	$11.52	$10.94
Number of accumulation units outstanding at end of period	645,569	456,041	452,475	12,046	13,380	16,675
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
Value at beginning of period	$12.47	$9.89	$14.16	$13.20	$11.12	$10.03
Value at end of period	$13.89	$12.47	$9.89	$14.16	$13.20	$11.12
Number of accumulation units outstanding at end of period	1,698,916	1,592,061	1,522,406	1,572,528	1,302,865	815,601
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$9.69	$8.55	$9.21
Value at end of period	$10.20	$9.69	$8.55
Number of accumulation units outstanding at end of period	371,321	428,011	25,788
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during November 2008)
Value at beginning of period	$10.53	$8.42	$8.99
Value at end of period	$11.75	$10.53	$8.42
Number of accumulation units outstanding at end of period	127,251	102,133	26,453
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
Value at beginning of period	$11.29	$8.29	$14.23	$13.69	$11.90	$10.11
Value at end of period	$12.79	$11.29	$8.29	$14.23	$13.69	$11.90
Number of accumulation units outstanding at end of period	615,771	686,776	788,021	627,445	404,309	91,536
ING PIMCO HIGH YIELD PORTFOLIO
Value at beginning of period	$12.13	$8.30	$10.96	$10.89	$10.22	$10.12
Value at end of period	$13.55	$12.13	$8.30	$10.96	$10.89	$10.22
Number of accumulation units outstanding at end of period	1,332,341	763,581	888,722	1,057,235	964,393	514,000

Landmark

CFI 65


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$12.43	$11.11	$10.90	$10.23	$10.02	$9.99
Value at end of period	$13.10	$12.43	$11.11	$10.90	$10.23	$10.02
Number of accumulation units outstanding at end of period	12,487,874	17,216,896	13,368,895	3,259,805	724,175	408,828
ING PIONEER FUND PORTFOLIO (CLASS S)
Value at beginning of period	$9.93	$8.18	$12.81	$12.47	$10.92	$10.26
Value at end of period	$11.25	$9.93	$8.18	$12.81	$12.47	$10.92
Number of accumulation units outstanding at end of period	181,832	144,622	148,472	152,117	102,223	64,842
ING PIONEER MID CAP VALUE PORTFOLIO
Value at beginning of period	$9.84	$8.04	$12.29	$11.91	$10.84	$10.04
Value at end of period	$11.35	$9.84	$8.04	$12.29	$11.91	$10.84
Number of accumulation units outstanding at end of period	2,065,913	2,596,008	2,485,008	2,536,771	2,021,798	1,254,077
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.30	$8.24
Value at end of period	$8.76	$8.30
Number of accumulation units outstanding at end of period	4,168,615	4,249,497
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.36	$9.21
Value at end of period	$10.21	$9.36
Number of accumulation units outstanding at end of period	34,365,094	36,726,556
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.62	$9.49
Value at end of period	$10.44	$9.62
Number of accumulation units outstanding at end of period	23,681,091	24,379,246
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.84	$9.75
Value at end of period	$10.55	$9.84
Number of accumulation units outstanding at end of period	13,298,068	14,101,197
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.61	$10.52
Value at end of period	$13.88	$12.61
Number of accumulation units outstanding at end of period	194,661	202,887
ING RUSSELLTM LARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.06	$6.67	$10.28
Value at end of period	$8.82	$8.06	$6.67
Number of accumulation units outstanding at end of period	770,234	775,612	90,331
ING RUSSELLTM LARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.44	$10.15
Value at end of period	$13.52	$12.44
Number of accumulation units outstanding at end of period	79,615	62,529
ING RUSSELLTM MID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.92	$10.35
Value at end of period	$15.90	$12.92
Number of accumulation units outstanding at end of period	720,649	764,679


Landmark		CFI 66


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING RUSSELLTM MID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.33	$6.09	$10.40
Value at end of period	$10.17	$8.33	$6.09
Number of accumulation units outstanding at end of period	612,162	549,783	269,460
ING RUSSELLTM SMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.56	$6.93	$10.15
Value at end of period	$10.56	$8.56	$6.93
Number of accumulation units outstanding at end of period	998,816	684,974	473,719
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$10.50	$8.22	$12.85	$11.96	$10.89	$9.83
Value at end of period	$13.57	$10.50	$8.22	$12.85	$11.96	$10.89
Number of accumulation units outstanding at end of period	127,524	139,342	155,145	203,504	255,078	164,649
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.85	$7.11	$10.08
Value at end of period	$10.73	$8.85	$7.11
Number of accumulation units outstanding at end of period	506,955	482,284	259,588
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$11.31	$8.68	$12.24	$11.99	$10.69	$10.26
Value at end of period	$12.61	$11.31	$8.68	$12.24	$11.99	$10.69
Number of accumulation units outstanding at end of period	13,092,232	12,156,423	12,124,598	10,985,761	7,817,694	4,248,742
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$9.35	$7.65	$12.16	$12.07	$10.36	$10.06
Value at end of period	$10.51	$9.35	$7.65	$12.16	$12.07	$10.36
Number of accumulation units outstanding at end of period	1,894,674	1,974,300	1,818,540	1,791,740	1,389,277	778,013
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.96	$5.70	$10.12	$10.07
Value at end of period	$9.07	$7.96	$5.70	$10.12
Number of accumulation units outstanding at end of period	726,146	556,710	316,266	229,437
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
Value at beginning of period	$9.39	$7.28	$12.53	$11.12	$10.09
Value at end of period	$9.97	$9.39	$7.28	$12.53	$11.12
Number of accumulation units outstanding at end of period	1,674,847	1,550,533	1,592,210	743,055	126,106
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
Value at beginning of period	$10.04	$7.76	$13.16	$13.14	$11.02	$9.91
Value at end of period	$10.58	$10.04	$7.76	$13.16	$13.14	$11.02
Number of accumulation units outstanding at end of period	897,776	979,337	948,730	984,783	497,596	203,295
ING THORNBURG VALUE PORTFOLIO
(Funds were first received in this option during August 2006)
Value at beginning of period	$9.87	$6.99	$11.90	$11.37	$10.04
Value at end of period	$10.73	$9.87	$6.99	$11.90	$11.37
Number of accumulation units outstanding at end of period	37,665	38,878	48,543	83,777	36,657
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.47	$10.14	$9.99
Value at end of period	$10.84	$10.47	$10.14
Number of accumulation units outstanding at end of period	1,221,702	1,591,933	989,453

Landmark

CFI 67


	Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period	$9.27	$7.20	$12.27	$12.44	$11.12	$10.01
Value at end of period	$10.24	$9.27	$7.20	$12.27	$12.44	$11.12
Number of accumulation units outstanding at end of period	26,441	28,517	29,919	54,181	33,661	18,417
ING VAN KAMPEN COMSTOCK PORTFOLIO
Value at beginning of period	$8.72	$6.94	$11.17	$11.68	$10.31	$9.93
Value at end of period	$9.82	$8.72	$6.94	$11.17	$11.68	$10.31
Number of accumulation units outstanding at end of period	1,501,152	1,698,305	1,831,856	1,727,736	1,418,544	944,613
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
Value at beginning of period	$10.73	$8.96	$11.99	$11.87	$10.80	$10.15
Value at end of period	$11.76	$10.73	$8.96	$11.99	$11.87	$10.80
Number of accumulation units outstanding at end of period	1,016,286	901,367	927,899	496,199	341,790	164,473
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$10.04	$8.29	$12.50	$12.46	$10.98	$10.34
Value at end of period	$11.05	$10.04	$8.29	$12.50	$12.46	$10.98
Number of accumulation units outstanding at end of period	1,229,357	1,344,338	1,324,477	1,160,552	999,341	603,374
ING WELLS FARGO HEALTH CARE PORTFOLIO
Value at beginning of period	$10.62	$9.04	$12.96	$12.21	$10.96	$9.98
Value at end of period	$11.11	$10.62	$9.04	$12.96	$12.21	$10.96
Number of accumulation units outstanding at end of period	682,527	789,101	821,610	588,535	415,891	263,578
ING WISDOM TREESM GLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.66	$6.03	$9.95
Value at end of period	$7.94	$7.66	$6.03
Number of accumulation units outstanding at end of period	1,654,823	1,720,127	1,557,930
INVESCO V.I. LEISURE FUND
Value at beginning of period	$8.53	$6.57	$11.79	$12.16	$9.97	$9.98
Value at end of period	$10.17	$8.53	$6.57	$11.79	$12.16	$9.97
Number of accumulation units outstanding at end of period	34,407	37,722	43,213	53,533	61,463	58,365
PROFUND VP BULL
Value at beginning of period	$8.47	$6.96	$11.42	$11.28	$10.15	$9.95
Value at end of period	$9.32	$8.47	$6.96	$11.42	$11.28	$10.15
Number of accumulation units outstanding at end of period	22,747	23,742	23,667	25,302	36,682	20,852
PROFUND VP EUROPE 30
Value at beginning of period	$9.70	$7.50	$13.70	$12.22	$10.64	$9.67
Value at end of period	$9.74	$9.70	$7.50	$13.70	$12.22	$10.64
Number of accumulation units outstanding at end of period	20,900	23,691	25,278	26,641	44,976	51,656
PROFUND VP RISING RATES OPPORTUNITY
Value at beginning of period	$7.07	$5.47	$9.01	$9.72	$9.02	$9.65
Value at end of period	$5.80	$7.07	$5.47	$9.01	$9.72	$9.02
Number of accumulation units outstanding at end of period	78,500	84,193	87,872	101,782	111,199	122,680

Landmark

CFI 68


Table of Contents

Item	Page

Introduction	1
Description of ING USA Annuity and Life Insurance Company	1
Separate Account B of ING USA Annuity and Life Insurance Company	1
Safekeeping of Assets	1
Experts	1
Distribution of Contracts	1
Published Ratings	2
Accumulation Unit Value	2
Performance Information	3
Other Information	4
Financial Statements of ING USA Annuity and Life Insurance Company	5
Financial Statements of Separate Account B	5
Condensed Financial Information (Accumulation Unit Values)	5


ILLUSTRATION OF CALCULATION OF AUV
EXAMPLE 1.
1. AUV, beginning of period	$10.00
2. Value of securities, beginning of period	$10.00
3. Change in value of securities	$0.10
4. Gross investment return (3) divided by (2)	0.01
5. Less daily mortality and expense charge	0.00004280
6. Less asset based administrative charge	0.00000411
7. Net investment return (4) minus (5) minus (6)	0.009953092
8. Net investment factor (1.000000) plus (7)	1.009953092
9. AUV, end of period (1) multiplied by (8)	$10.09953092


ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX)
EXAMPLE 2.
1. Initial premium payment	$1,000
2. AUV on effective date of purchase (see Example 1)	$10.00
3. Number of units purchased (1) divided by (2)	100
4. AUV for valuation date following purchase (see Example 1)	$10.09953092
5. Contract Value in account for valuation date following purchase
(3) multiplied by (4)	$1,009.95


Index to Financial Statements
	Page
Report of Independent Registered Public Accounting Firm	C-2
Financial Statements:
Statements of Operations for the years ended December 31, 2010, 2009, and 2008	C-3
Balance Sheets as of December 31, 2010 and 2009	C-4
Statements of Changes in Shareholder’s Equity for the years ended December 31, 2010,
2009, and 2008	C-6
Statements of Cash Flows for the years ended December 31, 2010, 2009, and 2008	C-8
Notes to Financial Statements	C-10
C-1


QUARTERLY DATA (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)

2010		First	Second	Third	Fourth
Total revenue	$ 375.0		$ 1,466.4	$ 201.4	$ (120.2)
(Loss) income before income taxes		5.4	(106.7)	130.9	(3.4)
Income tax (benefit) expense		(1.2)	(54.9)	(6.7)	7.7
Net (loss) income	$ 6.6		$ (51.8)	$ 137.6	$ (11.1)

2009		First	Second	Third	Fourth
Total revenue	$ 543.7		$ (209.2)	$ (141.0)	$ 452.0
(Loss) income before income taxes		(327.4)	(1.2)	42.3	153.0
Income tax (benefit) expense		(91.8)	0.9	(35.4)	(10.2)
Net (loss) income	$ (235.6)		$ (2.1)	$ 77.7	$ 163.2


Contents

Report of Independent Registered Public Accounting Firm	1

Audited Financial Statements

Statements of Assets and Liabilities	4
Statements of Operations	35
Statements of Changes in Net Assets	68
Notes to Financial Statements	109