final497c.htm - Generated by SEC Publisher for SEC Filing

SUPPLEMENT Dated May 1, 2014

To the Prospectus Dated May 1, 2014

ING GoldenSelect ES II

Issued by ING USA Annuity and Life Insurance Company

Through Its Separate Account B

This supplement updates the prospectus for your variable annuity contract. Please read it carefully and

keep it with your copy of the prospectus for future reference. If you have any questions, please call

Customer Service at 1-800-366-0066.

IMPORTANT INFORMATION REGARDING UPCOMING FUND REORGANIZATIONS

The Board of Trustees of Voya Investors Trust and the Board of Directors of Voya Partners, Inc. approved

separate proposals to reorganize the following “Merging Portfolios” with and into the following “Surviving

Portfolios”:


*Merging Portfolios*	*Surviving Portfolios*
VY BlackRock Health Sciences Opportunities Portfolio (Class S)
VY BlackRock Large Cap Growth Portfolio (Class S)	Voya Large Cap Growth Portfolio¹(Class S)
VY Marsico Growth Portfolio (Class S)
VY MFS Utilities Portfolio (Class S)	Voya Large Cap Value Portfolio (Class S)
VY MFS Total Return Portfolio²(Class S)	VY Invesco Equity and Income Portfolio^{1, 2}(Class S)
1 These portfolios are closed to new investments and transfers.
2 These portfolios are designated as Accepted Funds.

Subject to shareholder approval, the reorganizations are expected to take place on or about July 18, 2014
(the “Reorganization Date”), resulting in a shareholder of each Merging Portfolio becoming a shareholder of
the corresponding Surviving Portfolio. Each shareholder will thereafter hold shares of the corresponding
Surviving Portfolio having equal aggregate value as shares of the Merging Portfolio, and the Merging
Portfolio will no longer be available under the contract.

Please note both the VY MFS Total Return Portfolio and the VY Invesco Equity and Income Portfolio
are designated as Accepted Funds for purposes of any living benefit rider’s asset allocation
requirements.

Prior to the Reorganization Date, you may reallocate your contract value in each Merging Portfolio to
another investment portfolio or fixed option currently available under the contract. This reallocation will
neither count as a transfer for purposes of our Excessive Trading Policy nor be subject to a transfer charge
under the contract. Contract value remaining in each Merging Portfolio on the Reorganization Date will be
placed in the corresponding Surviving Portfolio.

Unless you provide us with alternative allocation instructions, after the Reorganization Date all future
allocations directed to each Merging Portfolio will be automatically allocated to the corresponding Surviving
Portfolio, if the Surviving Portfolio is then available to new investments. If the Surviving Portfolio is not
available to new investments, future allocations will be allocated pro rata among the other available funds
you have selected in your allocation instructions, if any. You may provide alternative instructions by calling
Customer Service at the number above.

As of the Reorganization Date, all references in the prospectus to the Merging Portfolios are deleted. For
more information, or information related to asset allocation requirements, please refer to your prospectus or
call Customer Service.


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 ESII^®


	May 1, 2014

This prospectus describes ING GoldenSelect ESII, a group and individual deferred combination variable annuity contract
(the “Contract”) issued 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 no longer offer 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 May 1, 2014, 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 Customer Service 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 333-28679. 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 that comprise the subaccounts currently open and available to new premiums and transfers under
your Contract are:


BlackRock Global Allocation V.I. Fund (Class III)	VY Baron Growth Portfolio (Class S)
Voya EURO STOXX 50^®Index Portfolio (Class ADV)	VY BlackRock Health Sciences Opportunities Portfolio (Class S)
Voya FTSE 100 Index^®Portfolio (Class ADV)	VY BlackRock Inflation Protected Bond Portfolio (Class S)
Voya Global Perspectives Portfolio (Class ADV)*	VY BlackRock Large Cap Growth Portfolio (Class S)
Voya Global Resources Portfolio (Class ADV)	VY Columbia Contrarian Core Portfolio (Class S)
Voya Global Value Advantage (Class S)	VY DFA World Equity Portfolio (Class S)*
Voya Growth and Income Portfolio (Class ADV)	VY FMR^SMDiversified Mid Cap Portfolio (Class S)
Voya Hang Seng Index Portfolio (Class S)	VY Franklin Income Portfolio (Class S)
Voya High Yield Portfolio ( Class S)	VY Franklin Mutual Shares Portfolio (Class S)
Voya Intermediate Bond Portfolio (Class S)	VY Franklin Templeton Founding Strategy Portfolio (Class S)*
Voya International Index Portfolio (Class ADV)	VY Invesco Comstock Portfolio (Class S)
Voya Japan TOPIX Index^®Portfolio (Class ADV)	VY Invesco Equity and Income Portfolio (Class S2)
Voya Large Cap Growth Portfolio (Class ADV)	VY Invesco Growth and Income Portfolio (Class S)
Voya Large Cap Value Portfolio (Class S)	VY JPMorgan Emerging Markets Equity Portfolio (Class S)
Voya Liquid Assets Portfolio (Class S)	VY JPMorgan Small Cap Core Equity Portfolio (Class S)
Voya MidCap Opportunities Portfolio (Class S)	VY Marsico Growth Portfolio (Class S)
Voya Multi-Manager Large Cap Core Portfolio (Class S)	VY MFS Total Return Portfolio (Class S)
Voya Retirement Conservative Portfolio (Class ADV)*	VY MFS Utilities Portfolio (Class S)
Voya Retirement Growth Portfolio (Class ADV)*	VY Morgan Stanley Global Franchise Portfolio (Class S)
Voya Retirement Moderate Growth Portfolio (Class ADV)*	VY Oppenheimer Global Portfolio (Class S)
Voya Retirement Moderate Portfolio (Class ADV)*	VY T. Rowe Price Capital Appreciation Portfolio (Class S)
Voya Russell™ Large Cap Growth Index Portfolio (Class S)	VY T. Rowe Price Equity Income Portfolio (Class S)
Voya Russell^TMLarge Cap Index Portfolio (Class S)	VY T. Rowe Price Growth Equity Portfolio (Class S)
Voya Russell™ Large Cap Value Index Portfolio (Class S)	VY T. Rowe Price International Stock Portfolio (Class S)
Voya Russell™ Mid Cap Growth Index Portfolio (Class S)	VY Templeton Foreign Equity Portfolio (Class S)
Voya Russell^TMMid Cap Index Portfolio (Class S)	VY Templeton Global Growth Portfolio (Class S)
Voya Russell^TMSmall Cap Index Portfolio (Class S)
Voya Small Company Portfolio (Class S)
Voya U. S. Bond Index Portfolio (Class S)

*	These investment portfolios are offered in a “fund of funds” structure. See “The Trusts and Funds” for more information about these investment portfolios.

In connection with the rebranding of ING U.S. as Voya Financial^TM, effective May 1, 2014, the ING funds were renamed by generally
replacing ING in each fund name with either Voya or VY.

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		5
ING USA ANNUITY AND LIFE INSURANCE COMPANY		6
THE TRUSTS AND FUNDS		7
CHARGES AND FEES		8
THE ANNUITY CONTRACT		13
LIVING BENEFIT RIDERS		20
WITHDRAWALS		41
TRANSFERS AMONG YOUR INVESTMENTS (EXCESSIVE TRADING POLICY)		44
DEATH BENEFIT CHOICES		48
THE ANNUITY OPTIONS		55
OTHER CONTRACT PROVISIONS		57
OTHER INFORMATION		59
FEDERAL TAX CONSIDERATIONS		60
STATEMENT OF ADDITIONAL INFORMATION		71
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
APPENDIX N – Accepted Funds and Fixed Funds for Living Benefit Riders		N1

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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
Annual Ratchet	28
Annual Ratchet Enhanced Death Benefit	50
Annuitant	14
Annuity Start Date	14
Cash Surrender Value	19
Claim Date	48
Contract Date	13
Contract Owner	13
Contract Value	18
Contract Year	13
Covered Fund	8
Earnings Multiplier Benefit	52
Excluded Fund	8
Fixed Account	19
Fixed Interest Allocation	19
Fixed Interest Division	19
Free Withdrawal Amount	9
Market Value Adjustment	C2
Max 7 Enhanced Death Benefit	51
Net Investment Factor	5
Net Rate of Return	5
Restricted Fund	7
Rider Date	20
7% Solution Death Benefit Element	51
Special Fund	8
Standard Death Benefit	49

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 Expenses¹


Surrender Charge:
Complete Years Elapsed	0	1	2	3	4	5	6	7	8+
Since Premium Payment
Surrender Charge (as a percentage	8%	7%	6%	5%	4%	3%	2%	1%	0%
of Premium Payment withdrawn)
Transfer Charge						$25 per transfer, currently zero
Premium Tax²						0% to 3.5%
Overnight Charge³						$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 net 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 Benefit	Enhanced Death Enhanced Death
		Benefit	Benefit
Mortality & Expense Risk Charge²	1.25%	1.55%	1.80%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%
Total³	1.40%	1.70%	1.95%

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 purchased before April 28, 2008, the Mortality and Expense Charge is 1.50%.
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 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 Charges¹

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 rider²:

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 rider³:

As an Annual Charge - Currently	Maximum Annual Charge
(Charge Deducted Quarterly)
1.00% of the ING LifePay Plus Base	1.50% of the ING LifePay Plus Base

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider⁴:

As an Annual Charge - Currently	Maximum Annual Charge
(Charge Deducted Quarterly)
1.20% of the ING LifePay Plus Base	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 - Optional 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 Joint 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) fees^{1, 2}, and	0.53%	2.57%³
other expenses):

1	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.
2	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.”
3	Excludes 0.66% of non-recurring offering expenses. If these extraordinary expenses were included, the maximum total annual trust or fund operating expenses would have been 3.23%.

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
	$1,429	$2,500	$3,583	$6,424
2)	If you do not surrender your contract:
	1 year	3 years	5 years	10 years
	$629	$1,900	$3,183	$6,424

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.

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

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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.

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.

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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 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 Voya Financial, Inc. (“Voya^TM”), which until April 7, 2014, was known as ING U.S., Inc. In May 2013, the

common stock of Voya began trading on the New York Stock Exchange under the symbol "VOYA" and Voya completed its

initial public offering of common stock.

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 Voya, Voya is not responsible for the obligations under the Contract. The obligations under the Contract

are solely the responsibility of ING USA Annuity and Life Insurance Company.

Directed Services LLC, the distributor of the Contracts and the investment manager of the Voya Investors Trust, is also a

wholly owned indirect subsidiary of Voya. Voya also indirectly owns Voya Investments, LLC and Voya Investment

Management Co. LLC, portfolio managers of the Voya Investors Trust and the investment managers of the Voya Variable

Insurance Trust, Voya Variable Products Trust and Voya Variable Product Portfolios, respectively.

Voya is an affiliate of ING Groep N.V. (“ING”), a global financial institution active in the fields of insurance, banking and

asset management. In 2009, ING announced the anticipated separation of its global banking and insurance businesses,

including the divestiture of Voya, which together with its subsidiaries, including the Company, constitutes ING’s U.S.-based

retirement, investment management and insurance operations. As of March 25, 2014, ING’s ownership of Voya was

approximately 43%. Under an agreement with the European Commission, ING is required to divest itself of 100% of Voya by

the end of 2016.

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

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.

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THE TRUSTS AND FUNDS

You will find more detailed 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 Customer Service at (800) 366-0066. You should read the prospectus carefully before

investing.

Certain funds are designated as “fund of funds.” Funds offered in a 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 comfort

level. 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 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 Voya 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 required. 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.

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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.

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 Voya 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 Customer Service 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 8-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 charge. 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	5	6	7	8+
Since Premium Payment
Surrender Charge (as a percentage of	8%	7%	6%	5%	4%	3%	2%	1%	0%
Premium Payment withdrawn)

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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 Customer Service 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 total of (i) your cumulative earnings (which is your
contract value less premium payments received and prior withdrawals), and (ii) 10% of premium payments not previously
withdrawn received within 8 years prior to the date of the withdrawal.

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 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 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
fund’s fees and expenses, review each fund’s prospectus.

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Overnight Charge. You may choose to have the $20 charge for overnight delivery deducted from the net amount of
withdrawal you would like sent to you by overnight delivery service.

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
1.25%	1.55%	1.80%

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 1.50%.

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.

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
the Earnings Multiplier Benefit Rider, 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%

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Maximum Annual Charge	Current Annual Charge
1.50%	1.00%

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 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.”

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.

Please Note: The above information pertains to the form of the ING LifePay Plus rider which was available for sale from on
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%

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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.

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

· 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 2013, 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 Account. If you have any questions concerning this Contract, contact your registered

representative or call Customer Service 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.

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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 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 income phase
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 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.

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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 income phase 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 Customer Service . 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 no longer offer 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 $5,000 or more ($1,500 for qualified Contracts). You may make additional payments of
$100 or more ($50 for qualified Contracts) at any time after the free look period and up to the contract anniversary after your
85^thbirthday. 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 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.

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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 Considerations – 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 Customer Service receives the executed Contract Acknowledgement and Delivery Statement, neither you nor the broker/dealer may execute any financial transactions on your Contract unless they are requested in writing by you. We may require additional information before complying with your request (e.g., signature guarantee).

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

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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.

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 Voya 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).

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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
Customer Service. 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. 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.

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 Customer Service 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). The Offering Brochure
for the Fixed Interest Division is also available by contacting Customer Service .

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.

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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 Customer Service 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. Customer Service may be able to answer your questions. The

telephone number is (800) 366-0066.

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. Some broker dealers may limit availability of the rider to younger ages.
The MGIB rider must have been purchased (i) on the contract date, (ii) within 30 days after the contract date. Previously, the
Company in its discretion could allow the purchase of this rider after the contract date. 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.

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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
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 “Calculations 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:

Voya Liquid Assets Portfolio
Fixed Interest Allocation

Please note that the ProFunds VP Rising Rates Opportunity and Voya 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 Voya
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.

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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 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. The currently available Accepted Funds are listed in Appendix N. 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. The currently available Fixed Allocation Funds are listed in Appendix N. You may allocate
your contract value to one or more Fixed Allocation Funds. We consider the Voya Intermediate Bond Portfolio to be the
default Fixed Allocation Fund with Fixed Allocation Funds Automatic Rebalancing.

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.

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 portfolio 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 it. By electing to purchase the MGIB 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 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

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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 Rollup 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.

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 Ratchet 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

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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.
		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.
3)	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 and Special Funds, and transfers.

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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 Rollup 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 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.

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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.
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 annuitization.

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.

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Important Note: We introduced the ING LifePay Plus rider on August 20, 2007 and launched changes to it on

April 28, 2008 and January 12, 2009, subject to state approval where applicable. The below information

pertains to the form of the ING LifePay Plus rider which was available for sale 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.

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 had a living benefit
rider. There is an election form for this purpose. Please contact Customer Service 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. 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, a negative Market Value Adjustment
associated with any Fixed Account Allocations or any premium credit deduction (recapture).

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.

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
continuation of the Contract but before the ING LifePay Plus rider’s guarantees resume, which occurs on the next
quarterly contract anniversary following spousal continuation. An Excess Withdrawal will cause a pro-rata reduction of
the ING LifePay Plus Base – in the same proportion as Contract value is reduced by the portion of the withdrawal that is
considered excess, inclusive of surrender charges, or Market Value Adjustment associated with any Fixed Account
Allocations or any premium credit deduction (recapture) (rather than the total amount of the withdrawal). An Excess
Withdrawal will also cause the Maximum Annual Withdrawal to be recalculated. See Appendix G, 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.

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.

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

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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 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.

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%	65-75
6%	76-79
7%	80+

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required to be allocated to Fixed Allocation Funds is higher, and the investment options available for this purpose are
limited. Please see “Investment Option Restrictions” below for the details. You may surrender your Contract at any time.

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

Lifetime Income Annuity Option. In the event the Contract’s 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 G, 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 G, 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 G, 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.

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.

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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
Step-ups. Once the ING LifePay Plus rider enters the Lifetime Automatic Periodic Benefit Status, periodic payments will
begin in an annual amount equal to the 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 the next business day following each 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. The currently available Accepted Funds are listed in Appendix N. 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. The currently available Fixed Allocation Funds are listed in Appendix N. You may allocate
your contract value to one or more Fixed Allocation Funds. We consider the Voya 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
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 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 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.

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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 H – 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.

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

In the event the ING LifePay Plus Death Benefit Base is greater than zero when the ING LifePay Plus rider enters Lifetime
Automatic Periodic Benefit Status, each periodic payment reduces the ING LifePay Plus Death Benefit Base dollar for
dollar until the earlier 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

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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.

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 G 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.”

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 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.

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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 Customer Service 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.

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.

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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. 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.

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.

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.

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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.

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.

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 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 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.

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.

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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. The Income
Optimizer is only available on non-qualified contracts.

The frequency of payments under the Income Optimizer may be annual, quarterly or monthly. While you are receiving
payments under the Income Optimizer, the ING 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 Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status.
The Terminal Date is the contract anniversary following the youngest Active Spouse’s 95^thbirthday. Alternatively, you
may wish to extend the Terminal Date to the contract anniversary following the youngest Active Spouse’s 115^thbirthday
in order to liquidate your Contract value that may remain before the ING Joint LifePay Plus rider enters Lifetime
Automatic Periodic Benefit Status. Regardless, your payments of the Maximum Annual Withdrawal will continue during
the Lifetime Automatic Periodic Benefit Status until the death of the last Active Spouse. We will notify you in writing in
advance of the Terminal Date to remind you of this alternative and how to extend the Terminal Date.

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.

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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 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 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.

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 the next business day following each contract anniversary.

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

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See “Fixed Allocation Funds Automatic Rebalancing,” below. We have these investment option restrictions to lessen the
likelihood we would have to make payments under with 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. The currently available Accepted Funds are listed in Appendix N. 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. The currently available Fixed Allocation Funds are listed in Appendix N. You may allocate
your contract value to one or more Fixed Allocation Funds. We consider the Voya 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
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.

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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 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 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.

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.

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;

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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 total of (i) your cumulative earnings (which is your contract value less premium payments

received and prior withdrawals), and (ii) 10% of premium payments not previously withdrawn received within 8 years prior to

the date of the withdrawal.

You need to submit to us a 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 Customer Service.

The contract value may be more or less than the premium payments made.

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 Market Value Adjustment.

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Systematic Withdrawals
You may choose to receive automatic, systematic withdrawal (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. This date must be at least 30 days after the
Contract Date and no later than the 28^thday of the month. Subject to these rules, if you have not indicated the date, your
systematic withdrawals will occur on the next business day after your Contract Date (or the monthly or quarterly anniversary
thereof) for your desired frequency.

Each systematic withdrawal amount must be a minimum of $100. The amount of your systematic withdrawal can either be (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
Frequency	not Previously Withdrawn
Monthly	0.83%
Quarterly	2.50%
Annually	10.00%

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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.

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

You may request 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 Customer Service 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 and may be subject to surrender charge.

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.

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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 Customer Service 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 Customer

Service. 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.

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.

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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 warning that another sale of that same fund within 60 days of the beginning of the prior
round-trip will be deemed to be Excessive Trading and result in a six month suspension of their ability to initiate fund transfers
or reallocations through the Internet, facsimile, Voice Response Unit (VRU), telephone calls to Customer Service, 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.

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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 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 Voya 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 the duration. If you make an additional premium payment into a Fixed Interest Allocation subject to
dollar cost averaging, the amount of your transfers under the dollar cost averaging program remains the same, unless you
instruct us to increase the transfer amount.

Transfers under the dollar cost averaging program are not subject to a Market Value Adjustment. However, if you terminate
the dollar cost averaging program for a DCA Fixed Interest Allocation and there is money remaining in the DCA Fixed Interest
Allocation, we will transfer the remaining money to the Voya 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.

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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 Customer Service 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 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 to or 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 “Trust 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.

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To participate in automatic rebalancing, send satisfactory notice to Customer Service. We will begin the program on the last
business day of the period in which we receive the notice. You may cancel the program at any time. The program will
automatically terminate if you choose to reallocate your contract value among the subaccounts or if you make an additional
premium payment or partial withdrawal on other than a pro-rata basis. Additional premium payments and partial withdrawals
made on a pro-rata basis will not cause the automatic rebalancing program to terminate.

DEATH BENEFIT CHOICES

Death Benefit During the Accumulation Phase

During the accumulation phase, a death benefit (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 Customer Service (“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.

Subject to the conditions and requirements of state law, 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 pay death benefit proceeds within 7 days after Customer Service 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 interest bearing account by

notifying Customer Service. Beneficiaries should carefully review all settlement and payment options available under the

contract and are encouraged to consult with a financial professional or tax advisor before choosing a settlement or payment

option.

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.

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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 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 Death Benefit.

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 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

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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); and
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
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.

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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.

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”); and
	(b)	the sum of the 7% Solution Minimum Guaranteed Death Benefit Element (“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.

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

Voya Liquid Assets Portfolio
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 Voya 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 Voya 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 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.

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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 Voya 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.

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 Voya 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.”

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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 Voya 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.

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 Voya Liquid
Assets Portfolio, or its successor. The earnings multiplier benefit rider then terminates, whether or not a benefit was payable
under the terms of the rider.

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.

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 Customer Service: (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.

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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.

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.

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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. The
MGIB annuity options available under the MGIB rider are different from the 4 options listed below. For additional
information, please see “Living Benefit Riders – Minimum Guaranteed Income Benefit Rider – MGIB Annuity Options”.

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.

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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 reflect the amounts deducted from or added to the contract value. You have 30 days to notify Customer

Service 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 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 to Customer Service 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

Customer Service 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 Voya 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.

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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 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.

ING Financial Partners, Inc. is affiliated with the Company and has entered into a selling agreement with Directed Services
LLC for the sale of our variable annuity contracts.

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 9.0% 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 9.0% 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

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Additional cash or noncash compensation and reimbursements permissible under existing law. This may include, but is not limited to, cash incentives, merchandise, trips, occasional entertainment, meals and tickets to sporting events, client appreciation events, business and educational enhancement items, payment for travel expenses (including meals and lodging) to pre-approved training and education seminars, and payment for advertising and sales campaigns.

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

The following is a list of the top 25 selling firms that, during 2013, 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.	Wells Fargo Advisors, LLC	14.	Woodbury Financial Services Inc.
2.	LPL Financial Corporation	15.	Cambridge Investment Research Inc.
3.	Morgan Stanley Smith Barney LLC	16.	SII Investments Inc.
4.	ING Financial Partners Inc.	17.	Stifel Nicolaus and Company Incorporated
5.	Merrill Lynch, Pierce, Fenner & Smith Incorporated	18.	NFP Securities, Inc.
6.	Cetera Advisors LLC	19.	Centaurus Financial Inc.
7.	Raymond James and Associates Inc.	20.	Royal Alliance Associates Inc.
8.	UBS Financial Services	21.	RBC Capital Markets Corporation
9.	National Planning Corporation	22.	Edward D. Jones & Co., L.P. dba Edward Jones
10.	Securities America, Inc.	23.	Lincoln Financial Advisors Corporation
11.	Ameriprise Financial Services, Inc.	24.	J.P. Morgan Securities LLC
12.	First Allied Securities Inc.	25.	MML Investors Services Inc.
13.	Commonwealth Equity Services, Inc.

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 are likely to have a material adverse effect upon the Company’s ability
to meet its obligations under the contract, Directed Services LLC ability to distribute the contract or upon the separate account.

Litigation. Notwithstanding the foregoing, the Company and/or Directed Services LLC, is a defendant in a number of
litigation matters arising from the conduct of its business, both in the ordinary course and otherwise. In some of these
matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and
exemplary damages. Certain claims are asserted as class actions. Modern pleading practice in the U.S. permits
considerable variation in the assertion of monetary damages and other relief. The variability in pleading requirements and
past experience demonstrates that the monetary and other relief that may be requested in a lawsuit or claim oftentimes
bears little relevance to the merits or potential value of a claim.

Regulatory Matters. As with other financial services companies, the Company and its affiliates, including Directed
Services LLC, 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. It is the practice of the Company to cooperate fully in
these matters. Regulatory investigations, exams, inquiries and audits could result in regulatory action against the Company
or subject the Company to settlement payments, fines, penalties and other financial consequences, as well as changes to
the Company’s policies and procedures.

The outcome of a litigation or regulatory matter and the amount or range of potential loss is difficult to forecast and estimating
potential losses requires significant management judgment. It is not possible to predict the ultimate outcome for all pending
litigation and regulatory matters and given the large and indeterminate amounts sought and the inherent unpredictability of
such matters, it is possible that an adverse outcome in certain litigation or regulatory matters could, from time to time, have a
material adverse effect upon the Company's results of operations or cash flows in a particular quarterly or annual period.

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 do not receive the same tax benefits as are afforded to contracts funding qualified plans. They are

purchased with after tax contributions and are not related to retirement plans that receive special income tax treatment under

the Tax Code.

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Qualified Contracts are designed for use by individuals whose premium payments are comprised solely of proceeds from
and/or contributions to 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 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 or Annuity Starting Date
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.

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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.

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.”

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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 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. 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 die on September 1, 2014, your entire balance must be distributed by August

31, 2019. 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 Customer Service.

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 as well as your particular
facts and circumstances. 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 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.

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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.

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.

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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 directly transferred 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 directly transferred 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 directly transferred 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:

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 directly transferred 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.

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In addition, the 10% penalty tax does not apply to a distribution made from an IRA for unreimbursed medical expenses
incurred by you during the taxable year that qualify for deduction as specified in the Tax Code, to pay for health insurance
premiums for certain unemployed individuals, a qualified first-time home purchase, or for higher education expenses. The Tax
Code may provide other exceptions or impose other penalties in other circumstances.

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 directly transferred 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.

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.

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Distribution of amounts restricted under Tax Code section 403(b)(11) may only occur upon your death, attainment of age 59 ½,
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.

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

die on September 1, 2014, your entire balance must be distributed to the designated beneficiary by December 31, 2019.

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.

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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 information.

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.

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 full or partial withdrawal from a 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 investment in the contract at that time.

Investment in the contract is generally equal to the amount of all contributions to the contract previously included in your gross
income, 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. 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. Please consult your tax advisor about the tax consequences of living
benefits.

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

ESII - 28679

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, 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. Please consult your tax advisor about the tax consequences of enhanced death benefits.

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
Before June 26, 2013, pursuant to Section 3 of the federal Defense of Marriage Act (“DOMA”), same-sex marriages were not
recognized for purposes of federal law. On that date the U.S. Supreme Court held in United States v. Windsor that Section 3 of
DOMA is unconstitutional. While valid same-sex marriages are now recognized under federal law and the favorable income-
deferral options afforded by federal tax law to an opposite-sex spouse under Tax Code sections 72(s) and 401(a)(9) are now
available to a same-sex spouse, there are still unanswered questions regarding the scope and impact of the Windsor decision.
Consequently, if you are married to a same-sex spouse you should contact a qualified tax adviser regarding your spouse’s
rights and benefits under the contract described in this prospectus and your particular tax situation.

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 Customer Service 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 ESII, 333-28679.

Please Print or Type:

__________________________________________________
Name

__________________________________________________
Street Address

__________________________________________________
City, State, Zip

05/01/2014

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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, 2013, 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, 2013 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, 2013, 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 1.40%

	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$10.62	$9.80	$10.31	$9.53	$7.99	$10.09
Value at end of period	$11.99	$10.62	$9.80	$10.31	$9.53	$7.99
Number of accumulation units outstanding at end of period	13,043,592	13,195,463	14,658,436	14,545,662	13,749,221	5,658,472
COLUMBIA SMALL CAP VALUE FUND VS
Value at beginning of period	$21.75	$19.83	$21.42	$17.18	$13.94	$19.68	$20.49	$17.41	$16.74	$13.85
Value at end of period	$28.75	$21.75	$19.83	$21.42	$17.18	$13.94	$19.68	$20.49	$17.41	$16.74
Number of accumulation units outstanding at end of period	731,242	853,085	975,035	1,094,501	1,267,316	1,517,242	1,927,008	2,430,081	3,133,417	1,913,146
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$12.69	$11.00	$11.08	$9.78	$7.63	$13.54	$13.56	$11.47	$11.02	$10.04
Value at end of period	$16.00	$12.69	$11.00	$11.08	$9.78	$7.63	$13.54	$13.56	$11.47	$11.02
Number of accumulation units outstanding at end of period	1,439,398	1,719,739	2,007,400	2,311,978	2,618,208	3,016,228	3,793,220	3,999,650	3,467,553	3,098,913
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$10.94	$9.60	$9.66	$8.75	$7.19	$9.94
Value at end of period	$13.28	$10.94	$9.60	$9.66	$8.75	$7.19
Number of accumulation units outstanding at end of period	6,907,232	6,536,382	6,393,738	6,373,630	6,199,815	3,167,031
ING AMERICAN FUNDS GLOBAL GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during January 2011)
Value at beginning of period	$10.74	$9.32	$10.01
Value at end of period	$12.90	$10.74	$9.32
Number of accumulation units outstanding at end of period	227,127	289,952	100,923
ING AMERICAN FUNDS INTERNATIONAL GROWTH AND INCOME
PORTFOLIO
(Funds were first received in this option during January 2011)
Value at beginning of period	$10.05	$8.81	$10.02
Value at end of period	$11.73	$10.05	$8.81
Number of accumulation units outstanding at end of period	277,197	207,425	71,083
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
Value at beginning of period	$18.20	$15.74	$18.65	$17.73	$12.63	$22.26	$18.91	$16.21	$13.59	$11.62
Value at end of period	$21.71	$18.20	$15.74	$18.65	$17.73	$12.63	$22.26	$18.91	$16.21	$13.59
Number of accumulation units outstanding at end of period	7,946,487	8,740,619	9,594,991	10,785,643	11,391,844	10,841,337	9,438,334	7,746,931	5,984,403	3,147,004

ES II

A 1


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$13.87	$12.44	$13.40	$12.07	$9.08	$9.99
Value at end of period	$15.69	$13.87	$12.44	$13.40	$12.07	$9.08
Number of accumulation units outstanding at end of period	2,312,868	2,693,199	2,890,339	2,196,476	1,804,007	296,480
ING BARON GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.99	$12.70	$12.60	$10.10	$7.58	$13.08	$12.51	$11.01	$10.00
Value at end of period	$20.52	$14.99	$12.70	$12.60	$10.10	$7.58	$13.08	$12.51	$11.01
Number of accumulation units outstanding at end of period	3,838,302	3,614,401	4,238,575	4,210,806	4,248,323	3,468,055	2,503,317	1,645,722	857,118
ING BLACKROCK HEALTH SCIENCES OPPORTUNITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.77	$11.76	$11.39	$10.79	$9.12	$12.96	$12.11	$10.78	$9.91	$10.00
Value at end of period	$19.59	$13.77	$11.76	$11.39	$10.79	$9.12	$12.96	$12.11	$10.78	$9.91
Number of accumulation units outstanding at end of period	2,394,494	1,997,198	2,008,361	2,127,773	2,329,559	2,462,017	1,874,723	1,900,621	1,770,932	332,663
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.75	$12.16	$11.01	$10.59	$9.88
Value at end of period	$11.48	$12.75	$12.16	$11.01	$10.59
Number of accumulation units outstanding at end of period	3,201,123	5,636,752	5,459,336	3,408,948	2,184,297
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
Value at beginning of period	$12.49	$11.07	$11.41	$10.20	$7.94	$13.22	$12.56	$11.89	$10.94	$9.98
Value at end of period	$16.40	$12.49	$11.07	$11.41	$10.20	$7.94	$13.22	$12.56	$11.89	$10.94
Number of accumulation units outstanding at end of period	1,311,859	1,412,347	1,492,741	1,445,316	1,425,010	1,241,676	1,170,061	1,314,957	1,467,824	273,908
ING BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$11.20	$10.67	$10.23	$9.78	$8.85	$10.01
Value at end of period	$10.92	$11.20	$10.67	$10.23	$9.78	$8.85
Number of accumulation units outstanding at end of period	6,506,949	7,095,031	7,494,146	8,176,396	7,895,772	4,629,576
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$12.55	$10.13	$10.85	$9.49	$7.21	$12.45	$13.62	$11.04
Value at end of period	$12.84	$12.55	$10.13	$10.85	$9.49	$7.21	$12.45	$13.62
Number of accumulation units outstanding at end of period	1,384,244	1,576,114	1,763,062	1,961,059	2,241,686	2,084,334	1,270,230	740,797
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$82.71	$72.61	$67.25	$53.29	$39.77	$65.61	$80.89	$59.61	$51.76	$38.11
Value at end of period	$83.24	$82.71	$72.61	$67.25	$53.29	$39.77	$65.61	$80.89	$59.61	$51.76
Number of accumulation units outstanding at end of period	412,408	481,849	575,703	675,827	801,790	952,216	1,233,036	1,684,633	1,718,845	1,657,594
ING COLUMBIA CONTRARIAN CORE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$10.22	$9.23	$9.82	$8.89	$6.85	$11.43	$11.13	$9.91	$10.06
Value at end of period	$13.57	$10.22	$9.23	$9.82	$8.89	$6.85	$11.43	$11.13	$9.91
Number of accumulation units outstanding at end of period	3,001,487	3,337,689	3,608,516	3,853,085	3,902,577	3,528,125	1,733,413	904,669	7,654
ING COLUMBIA SMALL CAP VALUE II PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$10.89	$9.67	$10.08	$8.16	$6.63	$10.21	$10.05	$10.05
Value at end of period	$15.03	$10.89	$9.67	$10.08	$8.16	$6.63	$10.21	$10.05
Number of accumulation units outstanding at end of period	1,638,441	1,976,916	2,223,917	2,485,616	2,897,468	3,270,508	1,892,774	854,223
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$9.00	$7.73	$8.63	$7.01	$5.84	$10.40	$10.18
Value at end of period	$11.07	$9.00	$7.73	$8.63	$7.01	$5.84	$10.40
Number of accumulation units outstanding at end of period	3,875,701	4,326,264	4,943,231	6,040,110	5,557,861	5,640,975	1,412,784


ES II		A 2


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.61	$7.17	$8.79	$9.81	$9.75
Value at end of period	$10.65	$8.61	$7.17	$8.79	$9.81
Number of accumulation units outstanding at end of period	326,776	188,165	94,586	113,073	7,459
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$17.30	$15.30	$17.43	$13.77	$10.03	$16.72	$14.81	$13.42	$11.65	$9.52
Value at end of period	$23.20	$17.30	$15.30	$17.43	$13.77	$10.03	$16.72	$14.81	$13.42	$11.565
Number of accumulation units outstanding at end of period	4,130,890	4,843,072	5,710,571	6,967,702	7,847,444	790,043	8,909,282	5,842,433	6,237,950	2,675,497
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$12.55	$11.31	$11.18	$10.04	$7.71	$11.06	$10.93	$10.00
Value at end of period	$14.19	$12.55	$11.31	$11.18	$10.04	$7.71	$11.06	$10.93
Number of accumulation units outstanding at end of period	5,147,846	5,478,163	5,332,275	5,251,259	5,510,324	4,555,948	3,440,430	1,274,023
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$10.96	$9.79	$10.01	$9.10	$7.29	$11.89	$12.42
Value at end of period	$13.80	$10.96	$9.79	$10.01	$9.10	$7.29	$11.89
Number of accumulation units outstanding at end of period	2,544,633	2,841,226	3,129,466	3,338,775	3,218,271	3,054,887	2,191,899
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.51	$8.32	$8.55	$7.83	$6.09	$9.61	$10.00
Value at end of period	$11.63	$9.51	$8.32	$8.55	$7.83	$6.09	$9.61
Number of accumulation units outstanding at end of period	13,514,040	13,612,767	15,200,030	16,813,479	18,242,924	18,040,063	7,707,311
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$11.83	$10.41	$11.02	$10.26	$10.28
Value at end of period	$13.87	$11.83	$10.41	$11.02	$10.26
Number of accumulation units outstanding at end of period	73,798	47,433	72,547	76,851	5,674
ING GLOBAL PERSPECTIVES PORTFOLIO
(Funds were first received in this option during May 2013)
Value at beginning of period	$10.20
Value at end of period	$10.41
Number of accumulation units outstanding at end of period	2,055,521
ING GLOBAL RESOURCES PORTFOLIO (CLASS ADV)
(Funds were first received in this option during January 2011)
Value at beginning of period	$8.46	$8.86	$9.96
Value at end of period	$9.44	$8.46	$8.86
Number of accumulation units outstanding at end of period	1,007,059	1,246,977	1,282,948
ING GLOBAL RESOURCES PORTFOLIO (CLASS S)
Value at beginning of period	$38.38	$40.07	$44.73	$37.30	$27.51	$47.29	$35.99	$30.06	$22.13	$21.09
Value at end of period	$43.00	$38.38	$40.07	$44.73	$37.30	$27.51	$47.29	$35.99	$30.06	$22.13
Number of accumulation units outstanding at end of period	1,221,438	1,555,329	1,732,824	2,021,669	2,632,139	2,510,627	2,063,890	1,643,710	1,542,661	964,040
ING GLOBAL VALUE ADVANTAGE PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$8.74	$7.70	$8.13	$7.79	$6.08	$9.95
Value at end of period	$9.80	$8.74	$7.70	$8.13	$7.79	$6.08
Number of accumulation units outstanding at end of period	3,553,623	3,776,108	4,036,972	4,398,876	4,692,093	4,193,381
ING GROWTH AND INCOME PORTFOLIO (CLASS ADV)
(Funds were first received in this option during January 2011)
Value at beginning of period	$10.87	$9.57	$9.99
Value at end of period	$13.94	$10.87	$9.57
Number of accumulation units outstanding at end of period	15,699,200	17,914,965	19,736,037


ES II		A 3


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING GROWTH AND INCOME PORTFOLIO (CLASS S)
(Funds were first received in this option during November 2007)
Value at beginning of period	$9.81	$8.61	$8.78	$7.82	$6.10	$9.95	$9.83
Value at end of period	$12.61	$9.81	$8.61	$8.78	$7.82	$6.10	$9.95
Number of accumulation units outstanding at end of period	6,997,027	8,191,118	9,561,032	5,214,662	5,796,850	3,900,949	21,255
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$13.99	$11.05	$13.74	$12.96	$9.99
Value at end of period	$14.33	$13.99	$11.05	$13.74	$12.96
Number of accumulation units outstanding at end of period	560,747	952,657	1,068,924	1,477,004	453,760
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$10.92	$9.71	$9.88	$8.82	$7.27	$11.78	$11.40	$10.12	$9.76	$8.98
Value at end of period	$14.29	$10.92	$9.71	$9.88	$8.82	$7.27	$11.78	$11.40	$10.12	$9.76
Number of accumulation units outstanding at end of period	718,974	816,038	939,728	1,008,074	1,178,124	1,295,966	1,448,885	1,498,538	1,549,701	1,431,006
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.76	$12.75	$13.12	$10.94	$8.44	$13.75	$13.25	$12.31	$11.26	$10.04
Value at end of period	$19.54	$14.76	$12.75	$13.12	$10.94	$8.44	$13.75	$13.25	$12.31	$11.26
Number of accumulation units outstanding at end of period	900,327	1,007,217	1,103,955	1,204,164	1,377,178	1,538,832	1,857,115	1,780,924	1,371,262	437,111
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.40	$12.12	$12.41	$10.28	$8.37	$12.80	$13.88	$12.41	$11.72	$10.06
Value at end of period	$18.80	$13.40	$12.12	$12.41	$10.28	$8.37	$12.80	$13.88	$12.41	$11.72
Number of accumulation units outstanding at end of period	701,737	824,353	906,059	987,422	1,101,850	1,200,311	1,437,532	1,463,522	1,076,172	424,131
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$15.09	$14.03	$13.26	$12.28	$11.19	$12.42	$11.92	$11.65	$11.48	$11.13
Value at end of period	$14.82	$15.09	$14.03	$13.26	$12.28	$11.19	$12.42	$11.92	$11.65	$11.48
Number of accumulation units outstanding at end of period	12,404,667	12,675,495	13,585,163	14,805,735	15,212,968	14,692,505	12,433,842	7,089,555	3,506,748	2,682,543
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.16	$6.98	$8.09	$7.62	$6.06	$10.14
Value at end of period	$9.74	$8.16	$6.98	$8.09	$7.62	$6.06
Number of accumulation units outstanding at end of period	985,325	849,883	818,658	1,156,598	1,391,858	139,687
ING INVESCO COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$13.96	$11.93	$12.36	$10.89	$8.59	$13.72	$14.24	$12.46	$12.21
Value at end of period	$18.58	$13.96	$11.93	$12.36	$10.89	$8.59	$13.72	$14.24	$12.46
Number of accumulation units outstanding at end of period	2,240,125	2,131,292	2,213,852	2,163,923	2,202,640	2,342,903	2,261,293	2,275,253	1,931,362
ING INVESCO EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$13.29	$11.98	$12.31	$11.15	$9.24	$12.26	$12.04	$10.86	$10.16
Value at end of period	$16.33	$13.29	$11.98	$12.31	$11.15	$9.24	$12.26	$12.04	$10.86
Number of accumulation units outstanding at end of period	2,363,718	2,113,601	2,270,527	2,408,048	2,591,371	2,734,004	1,006,618	482,346	333,809
ING INVESCO GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$31.99	$28.32	$29.36	$26.47	$21.66	$32.41	$32.04	$28.01	$25.81	$22.94
Value at end of period	$42.23	$31.99	$28.32	$29.36	$26.47	$21.66	$32.41	$32.04	$28.01	$25.81
Number of accumulation units outstanding at end of period	1,334,073	1,464,057	1,747,429	2,059,675	2,460,096	2,778,827	3,278,627	4,097,219	4,720,301	5,219,472
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.97	$9.40	$11.05	$9.86	$9.81
Value at end of period	$12.27	$9.97	$9.40	$11.05	$9.86
Number of accumulation units outstanding at end of period	158,004	62,624	178,839	63,936	3,051

ES II

A 4


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$23.20	$19.76	$24.52	$20.67	$12.22	$25.43	$18.63	$13.91	$10.46	$9.01
Value at end of period	$21.57	$23.20	$19.76	$24.52	$20.67	$12.22	$25.43	$18.63	$13.91	$10.46
Number of accumulation units outstanding at end of period	3,257,286	3,572,154	3,601,771	3,721,910	4,884,446	4,935,142	4,448,144	3,740,816	3,298,670	2,479,088
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$12.33	$10.42	$10.38	$8.56	$6.91	$10.18
Value at end of period	$15.99	$12.33	$10.42	$10.38	$8.56	$6.91
Number of accumulation units outstanding at end of period	1,923,801	1,723,331	1,622,804	1,415,034	802,705	540,677
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
Value at beginning of period	$18.12	$15.49	$15.92	$12.74	$10.15	$14.69	$15.16	$13.18	$13.63	$10.38
Value at end of period	$24.83	$18.12	$15.49	$15.92	$12.74	$10.15	$14.69	$15.16	$13.18	$13.63
Number of accumulation units outstanding at end of period	1,942,461	1,734,757	1,899,433	2,114,063	1,657,419	1,611,588	1,945,337	2,000,101	1,821,293	1,519,167
ING LARGE CAP GROWTH PORTFOLIO (CLASS ADV)
(Funds were first received in this option during April 2012)
Value at beginning of period	$10.32	$10.27
Value at end of period	$13.26	$10.32
Number of accumulation units outstanding at end of period	26,880,710	30,794,923
ING LARGE CAP GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2004)
Value at beginning of period	$16.31	$14.04	$13.93	$12.36	$8.80	$12.32	$11.19	$10.75	$10.49	$9.79
Value at end of period	$21.00	$16.31	$14.04	$13.93	$12.36	$8.80	$12.32	$11.19	$10.75	$10.49
Number of accumulation units outstanding at end of period	7,109,891	1,682,756	2,130,653	1,082,965	1,127,373	74,128	25,298	39,234	26,871	13,651
ING LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during January 2011)
Value at beginning of period	$11.33	$10.05	$10.05
Value at end of period	$14.60	$11.33	$10.05
Number of accumulation units outstanding at end of period	5,395,409	830,633	569,147
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$23.07	$23.05	$23.11	$22.72	$21.50	$21.86	$20.96	$20.47	$20.43	$20.44
Value at end of period	$22.90	$23.07	$23.05	$23.11	$22.72	$21.50	$21.86	$20.96	$20.47	$20.43
Number of accumulation units outstanding at end of period	274,726	378,445	463,361	595,343	738,091	954,519	1,366,149	1,891,473	2,520,744	3,368,052
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$16.24	$16.47	$16.70	$16.94	$17.12	$16.95	$16.38	$15.87	$15.66	$15.74
Value at end of period	$16.02	$16.24	$16.47	$16.70	$16.94	$17.12	$16.95	$16.38	$15.87	$15.66
Number of accumulation units outstanding at end of period	6,262,749	6,109,676	7,655,564	7,999,039	11,578,123	15,903,229	6,935,089	6,031,181	5,498,848	5,672,311
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$18.16	$16.37	$16.88	$14.29	$11.23	$19.09	$16.96	$16.39	$15.26	$13.76
Value at end of period	$24.27	$18.16	$16.37	$16.88	$14.29	$11.23	$19.09	$16.96	$16.39	$15.26
Number of accumulation units outstanding at end of period	2,430,767	2,853,550	3,313,503	4,057,532	4,446,996	5,258,119	6,017,607	7,262,969	9,249,375	10,491,049
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$29.49	$26.90	$26.86	$24.80	$21.33	$27.86	$27.17	$24.62	$24.26	$22.14
Value at end of period	$34.51	$29.49	$26.90	$26.86	$24.80	$21.33	$27.86	$27.17	$24.62	$24.26
Number of accumulation units outstanding at end of period	2,520,004	2,826,330	3,226,359	3,828,532	4,421,885	4,728,779	5,566,345	6,490,070	7,790,025	8,667,716
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$19.50	$17.46	$16.64	$14.85	$11.34	$18.46	$14.70	$11.40	$10.07
Value at end of period	$23.11	$19.50	$17.46	$16.64	$14.85	$11.34	$18.46	$14.70	$11.40
Number of accumulation units outstanding at end of period	2,923,469	3,388,450	3,840,254	3,829,027	4,073,465	4,123,843	3,122,597	1,844,733	1,446,986
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$12.89	$11.47	$11.73	$9.15	$6.58	$10.72	$8.66	$8.17	$7.52	$7.15
Value at end of period	$16.73	$12.89	$11.47	$11.73	$9.15	$6.58	$10.72	$8.66	$8.17	$7.52
Number of accumulation units outstanding at end of period	4,703,222	3,747,745	4,227,190	4,756,551	4,502,607	4,769,928	299,160	369,355	457,358	440,238

ES II		A 5


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
Value at beginning of period	$21.44	$18.78	$17.47	$15.55	$12.24	$17.37	$16.06	$13.43	$12.23	$11.01
Value at end of period	$25.25	$21.44	$18.78	$17.47	$15.55	$12.24	$17.37	$16.06	$13.43	$12.23
Number of accumulation units outstanding at end of period	2,192,686	2,525,466	2,790,056	2,982,767	2,798,687	2,715,369	2,698,954	2,849,171	2,467,075	1,394,309
ING MULTI-MANAGER LARGE CAP CORE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.06	$11.09	$11.79	$10.32	$8.43	$13.10	$12.64	$10.98	$10.30
Value at end of period	$15.50	$12.06	$11.09	$11.79	$10.32	$8.43	$13.10	$12.64	$10.98
Number of accumulation units outstanding at end of period	581,429	616,418	700,026	862,455	854,149	896,825	1,065,830	1,051,162	1,137,342
ING OPPENHEIMER GLOBAL PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.48	$12.10	$13.40	$11.73	$8.54	$14.55	$13.88	$11.97	$10.12
Value at end of period	$18.11	$14.48	$12.10	$13.40	$11.73	$8.54	$14.55	$13.88	$11.97
Number of accumulation units outstanding at end of period	1,469,568	1,279,009	1,397,045	1,420,560	1,635,220	1,818,384	1,491,444	1,005,867	403,465
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$17.80	$15.83	$15.37	$13.65	$9.26	$12.13	$11.96	$11.13	$10.82	$10.00
Value at end of period	$18.53	$17.80	$15.83	$15.37	$13.65	$9.26	$12.13	$11.96	$11.13	$10.82
Number of accumulation units outstanding at end of period	3,536,270	4,012,922	3,817,892	3,921,490	3,386,304	4,317,113	6,065,004	7,287,786	8,674,427	9,413,696
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$20.42	$19.04	$18.66	$17.57	$15.57	$15.16	$14.11	$13.71	$13.57	$13.12
Value at end of period	$19.78	$20.42	$19.04	$18.66	$17.57	$15.57	$15.16	$14.11	$13.71	$13.57
Number of accumulation units outstanding at end of period	16,950,107	20,005,159	20,027,467	22,821,794	22,106,766	16,888,379	8,029,233	5,417,078	5,880,636	5,917,199
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.76	$9.17	$8.84	$8.32	$8.25
Value at end of period	$10.04	$9.76	$9.17	$8.84	$8.32
Number of accumulation units outstanding at end of period	6,917,396	7,030,422	7,346,128	6,256,899	5,981,757
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$11.19	$10.05	$10.31	$9.37	$9.22
Value at end of period	$13.09	$11.19	$10.05	$10.31	$9.37
Number of accumulation units outstanding at end of period	59,186,253	63,995,469	68,956,114	74,275,484	79,472,323
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$11.45	$10.40	$10.54	$9.63	$9.49
Value at end of period	$13.06	$11.45	$10.40	$10.54	$9.63
Number of accumulation units outstanding at end of period	35,441,375	38,485,278	42,036,780	46,040,296	48,787,781
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$11.66	$10.73	$10.65	$9.86	$9.75
Value at end of period	$12.65	$11.66	$10.73	$10.65	$9.86
Number of accumulation units outstanding at end of period	19,206,813	20,961,634	22,515,408	24,451,343	25,879,317
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$16.24	$14.42	$14.07	$12.69	$10.27
Value at end of period	$21.09	$16.24	$14.42	$14.07	$12.69
Number of accumulation units outstanding at end of period	1,242,161	1,378,422	1,637,094	1,455,162	1,607,178
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$10.33	$9.09	$9.02	$8.17	$6.71	$10.17
Value at end of period	$13.42	$10.33	$9.09	$9.02	$8.17	$6.71
Number of accumulation units outstanding at end of period	4,014,374	4,545,292	4,462,209	5,649,134	6,524,524	629,227


ES II		A 6


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$15.54	$13.59	$13.71	$12.51	$10.35
Value at end of period	$20.14	$15.54	$13.59	$13.71	$12.51
Number of accumulation units outstanding at end of period	439,059	373,421	310,000	194,823	130,420
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$17.71	$15.55	$16.13	$13.00	$10.36
Value at end of period	$23.56	$17.71	$15.55	$16.13	$13.00
Number of accumulation units outstanding at end of period	1,742,194	1,975,775	2,267,474	2,632,553	2,765,328
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$11.56	$10.04	$10.40	$8.45	$6.13	$10.30
Value at end of period	$15.25	$11.56	$10.04	$10.40	$8.45	$6.13
Number of accumulation units outstanding at end of period	1,609,933	1,669,174	1,745,841	1,854,424	1,478,202	578,346
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$11.65	$10.20	$10.80	$8.69	$6.97	$10.06
Value at end of period	$15.90	$11.65	$10.20	$10.80	$8.69	$6.97
Number of accumulation units outstanding at end of period	1,943,191	1,759,225	1,701,985	1,880,369	1,673,974	1,397,996
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$10.70	$9.44	$9.53	$7.31	$5.68	$8.80	$8.13	$7.34	$6.84	$6.31
Value at end of period	$14.64	$10.70	$9.44	$9.53	$7.31	$5.68	$8.80	$8.13	$7.34	$6.84
Number of accumulation units outstanding at end of period	542,408	663,418	796,478	919,414	1,117,503	1,257,982	1,598,381	1,976,720	2,164,620	2,126,799
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$11.85	$10.52	$10.97	$8.97	$7.15	$10.25
Value at end of period	$16.06	$11.85	$10.52	$10.97	$8.97	$7.15
Number of accumulation units outstanding at end of period	1,060,414	1,187,162	1,422,232	1,686,231	1,359,012	686,734
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$59.32	$52.55	$51.80	$46.07	$35.06	$49.06	$47.66	$42.17	$39.69	$34.52
Value at end of period	$71.47	$59.32	$52.55	$51.80	$46.07	$35.06	$49.06	$47.66	$42.17	$39.69
Number of accumulation units outstanding at end of period	6,127,711	6,556,997	7,077,206	7,593,076	8,156,298	8,278,462	8,055,776	7,742,558	7,736,987	6,834,477
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$34.97	$30.26	$30.97	$27.32	$22.17	$34.97	$34.41	$29.30	$28.60	$25.24
Value at end of period	$44.74	$34.97	$30.26	$30.97	$27.32	$22.17	$34.97	$34.41	$29.30	$28.60
Number of accumulation units outstanding at end of period	2,183,982	2,465,852	2,820,631	3,008,352	3,153,961	3,367,200	3,471,081	3,923,791	4,330,653	4,187,985
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$10.64	$9.10	$9.35	$8.13	$5.78	$10.17	$10.10
Value at end of period	$14.57	$10.64	$9.10	$9.35	$8.13	$5.78	$10.17
Number of accumulation units outstanding at end of period	2,453,514	2,352,194	1,806,950	1,929,680	1,909,257	775,347	317,543
ING T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$13.84	$11.82	$13.68	$12.19	$8.99	$18.05	$15.18	$12.42	$10.00
Value at end of period	$15.61	$13.84	$11.82	$13.68	$12.19	$8.99	$18.05	$15.18	$12.42
Number of accumulation units outstanding at end of period	1,258,845	1,385,641	1,461,019	1,599,392	1,998,238	2,376,603	2,243,027	1,560,451	1,361,072
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$10.49	$8.96	$10.36	$9.67	$7.44	$12.71	$11.18	$10.17
Value at end of period	$12.40	$10.49	$8.96	$10.36	$9.67	$7.44	$12.71	$11.18
Number of accumulation units outstanding at end of period	7,818,813	8,618,254	2,688,868	2,992,773	2,884,425	2,681,328	1,021,786	237,468

ES II

A 7


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$24.56	$20.46	$22.00	$20.71	$15.88	$26.69	$26.44	$21.99	$20.30	$18.55
Value at end of period	$31.63	$24.56	$20.46	$22.00	$20.71	$15.88	$26.69	$26.44	$21.99	$20.30
Number of accumulation units outstanding at end of period	1,092,286	1,218,937	1,363,264	1,606,338	1,694,621	1,712,450	1,869,745	2,011,664	1,908,440	2,183,115
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$11.94	$11.69	$11.08	$10.62	$10.20	$9.99
Value at end of period	$11.44	$11.94	$11.69	$11.08	$10.62	$10.20
Number of accumulation units outstanding at end of period	2,262,123	2,599,279	3,165,568	3,163,184	3,588,432	3,388,765
INVESCO V.I. AMERICAN FRANCHISE FUND
(Funds were first received in this option during April 2012)
Value at beginning of period	$9.93	$10.28
Value at end of period	$13.72	$9.93
Number of accumulation units outstanding at end of period	160,436	191,794
PROFUND VP BULL
Value at beginning of period	$9.51	$8.47	$8.59	$7.74	$6.31	$10.27	$10.06	$8.98	$8.86	$8.26
Value at end of period	$12.17	$9.51	$8.47	$8.59	$7.74	$6.31	$10.27	$10.06	$8.98	$8.86
Number of accumulation units outstanding at end of period	64,161	80,226	96,088	119,978	139,938	178,757	302,151	644,480	939,625	1,756,560
PROFUND VP EUROPE 30
Value at beginning of period	$9.80	$8.52	$9.49	$9.37	$7.19	$13.02	$11.52	$9.94	$9.33	$8.28
Value at end of period	$11.75	$9.80	$8.52	$9.49	$9.37	$7.19	$13.02	$11.52	$9.94	$9.33
Number of accumulation units outstanding at end of period	61,749	74,259	85,942	104,606	126,512	152,071	193,438	348,410	492,243	526,719
PROFUND VP RISING RATES OPPORTUNITY
Value at beginning of period	$2.83	$3.09	$5.01	$6.05	$4.64	$7.59	$8.12	$7.47	$8.23	$9.37
Value at end of period	$3.25	$2.83	$3.09	$5.01	$6.05	$4.64	$7.59	$8.12	$7.47	$8.23
Number of accumulation units outstanding at end of period	238,813	266,658	270,919	290,517	316,599	402,662	538,853	708,583	1,016,831	834,452



Separate Account Annual Charges of 1.95%

	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$10.35	$9.60	$10.16	$9.44	$7.96	$10.08
Value at end of period	$11.61	$10.35	$9.60	$10.16	$9.44	$7.96
Number of accumulation units outstanding at end of period	7,660,611	8,364,885	9,163,770	9,731,707	8,786,491	4,810,195
COLUMBIA SMALL CAP VALUE FUND VS
Value at beginning of period	$20.61	$18.89	$20.53	$16.55	$13.51	$19.17	$20.07	$17.15	$16.58
Value at end of period	$27.08	$20.61	$18.89	$20.53	$16.55	$13.51	$19.17	$20.07	$17.15
Number of accumulation units outstanding at end of period	261,948	307,378	337,456	373,700	427,908	464,506	548,499	661,159	649,073
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$11.90	$10.37	$10.51	$9.33	$7.32	$13.06	$13.15	$11.18	$10.80
Value at end of period	$14.92	$11.90	$10.37	$10.51	$9.33	$7.32	$13.06	$13.15	$11.18
Number of accumulation units outstanding at end of period	605,310	655,098	715,473	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	$10.66	$9.41	$9.51	$8.66	$7.16	$10.00
Value at end of period	$12.87	$10.66	$9.41	$9.51	$8.66	$7.16
Number of accumulation units outstanding at end of period	4,066,320	4,053,885	3,997,414	4,027,563	3,982,648	2,220,231

ES II

A 8


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING AMERICAN FUNDS GLOBAL GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during January 2011)
Value at beginning of period	$10.62	$9.27	$10.06
Value at end of period	$12.69	$10.62	$9.27
Number of accumulation units outstanding at end of period	137,272	77,293	69,320
ING AMERICAN FUNDS INTERNATIONAL GROWTH AND INCOME
PORTFOLIO
(Funds were first received in this option during January 2011)
Value at beginning of period	$9.94	$8.77	$10.08
Value at end of period	$11.54	$9.94	$8.77
Number of accumulation units outstanding at end of period	129,419	81,174	38,229
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
Value at beginning of period	$17.28	$15.03	$17.90	$17.11	$12.26	$21.73	$18.56	$16.00	$13.49
Value at end of period	$20.50	$17.28	$15.03	$17.90	$17.11	$12.26	$21.73	$18.56	$16.00
Number of accumulation units outstanding at end of period	4,046,871	4,372,565	4,771,612	5,456,090	5,469,638	5,030,646	3,981,698	3,004,812	1,757,275
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$13.54	$12.21	$13.23	$11.98	$9.07	$11.36
Value at end of period	$15.23	$13.54	$12.21	$13.23	$11.98	$9.07
Number of accumulation units outstanding at end of period	1,189,269	1,309,321	1,371,934	1,083,472	899,347	241,755
ING BARON GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.35	$12.23	$12.21	$9.84	$7.42	$12.89	$12.39	$10.96	$10.31
Value at end of period	$19.54	$14.35	$12.23	$12.21	$9.84	$7.42	$12.89	$12.39	$10.96
Number of accumulation units outstanding at end of period	1,869,863	1,743,326	1,832,414	1,920,312	2,034,794	1,705,281	1,102,938	799,004	315,123
ING BLACKROCK HEALTH SCIENCES OPPORTUNITIES PORTFOLIO
Value at beginning of period	$13.12	$11.27	$10.97	$10.46	$8.88	$12.70	$11.93	$10.68	$9.87
Value at end of period	$18.56	$13.12	$11.27	$10.97	$10.46	$8.88	$12.70	$11.93	$10.68
Number of accumulation units outstanding at end of period	1,182,431	1,024,700	1,059,240	1,012,203	1,054,921	920,325	670,335	474,327	345,203
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.49	$11.98	$10.91	$10.54	$9.88
Value at end of period	$11.18	$12.49	$11.98	$10.91	$10.54
Number of accumulation units outstanding at end of period	1,844,662	3,069,280	3,095,975	1,335,718	736,563
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
Value at beginning of period	$11.77	$10.49	$10.87	$9.77	$7.65	$12.81	$12.24	$11.65	$10.74
Value at end of period	$15.36	$11.77	$10.49	$10.87	$9.77	$7.65	$12.81	$12.24	$11.65
Number of accumulation units outstanding at end of period	774,092	833,441	783,925	700,594	1,007,156	602,909	449,216	319,126	201,000
ING BOND PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$10.90	$10.43	$10.07	$9.68	$8.80	$10.03
Value at end of period	$10.56	$10.90	$10.43	$10.07	$9.68	$8.80
Number of accumulation units outstanding at end of period	3,774,238	3,936,628	4,152,297	4,313,505	4,129,209	2,361,763
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$12.09	$9.82	$10.57	$9.29	$7.10	$12.34	$13.57	$11.05
Value at end of period	$12.30	$12.09	$9.82	$10.57	$9.29	$7.10	$12.34	$13.57
Number of accumulation units outstanding at end of period	784,722	867,714	962,296	1,076,870	1,272,193	1,232,834	604,316	167,558
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$72.26	$63.79	$59.41	$47.34	$35.53	$58.95	$73.09	$54.16	$47.29
Value at end of period	$72.31	$72.26	$63.79	$59.41	$47.34	$35.53	$58.95	$73.09	$54.16
Number of accumulation units outstanding at end of period	175,758	216,917	238,603	276,898	343,912	412,439	431,099	502,995	303,357

ES II

A 9


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING COLUMBIA CONTRARIAN CORE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$9.82	$8.92	$9.54	$8.69	$6.73	$11.29	$11.06	$9.91	$10.02
Value at end of period	$12.97	$9.82	$8.92	$9.54	$8.69	$6.73	$11.29	$11.06	$9.91
Number of accumulation units outstanding at end of period	2,024,960	2,202,631	2,253,089	2,482,365	2,512,125	2,198,501	970,586	498,026	958
ING COLUMBIA SMALL CAP VALUE II PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$10.49	$9.37	$9.82	$7.99	$6.54	$10.11	$10.02	$9.95
Value at end of period	$14.40	$10.49	$9.37	$9.82	$7.99	$6.54	$10.11	$10.02
Number of accumulation units outstanding at end of period	869,382	991,819	1,128,872	1,279,028	1,440,440	1,534,466	887,486	373,022
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$8.73	$7.55	$8.47	$6.92	$5.80	$10.38	$10.32
Value at end of period	$10.68	$8.73	$7.55	$8.47	$6.92	$5.80	$10.38
Number of accumulation units outstanding at end of period	1,108,830	1,218,569	1,448,852	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	$8.46	$7.08	$8.73	$9.80	$10.14
Value at end of period	$10.41	$8.46	$7.08	$8.73	$9.80
Number of accumulation units outstanding at end of period	152,630	75,712	26,556	55,335	1,623
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$16.15	$14.37	$16.46	$13.08	$9.58	$16.06	$14.31	$13.04	$11.37
Value at end of period	$21.54	$16.15	$14.37	$16.46	$13.08	$9.58	$16.06	$14.31	$13.04
Number of accumulation units outstanding at end of period	1,438,708	1,565,453	1,808,715	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	$12.09	$10.95	$10.90	$9.84	$7.60	$10.96	$10.88	$9.99
Value at end of period	$13.59	$12.09	$10.95	$10.90	$9.84	$7.60	$10.96	$10.88
Number of accumulation units outstanding at end of period	3,275,470	3,163,571	3,219,719	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	$10.62	$9.54	$9.80	$8.96	$7.22	$11.84	$12.53
Value at end of period	$13.30	$10.62	$9.54	$9.80	$8.96	$7.22	$11.84
Number of accumulation units outstanding at end of period	1,298,600	1,432,710	1,560,289	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	$9.21	$8.11	$8.37	$7.71	$6.03	$9.57	$10.09
Value at end of period	$11.20	$9.21	$8.11	$8.37	$7.71	$6.03	$9.57
Number of accumulation units outstanding at end of period	7,468,960	7,723,140	8,466,763	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	$11.62	$10.29	$10.94	$10.25	$10.65
Value at end of period	$13.55	$11.62	$10.29	$10.94	$10.25
Number of accumulation units outstanding at end of period	18,411	15,614	15,765	14,590	3,105
ING GLOBAL PERSPECTIVES PORTFOLIO
(Funds were first received in this option during May 2013)
Value at beginning of period	$10.12
Value at end of period	$10.37
Number of accumulation units outstanding at end of period	32,857
ING GLOBAL RESOURCES PORTFOLIO (CLASS ADV)
(Funds were first received in this option during January 2011)
Value at beginning of period	$8.37	$8.81	$9.96
Value at end of period	$9.28	$8.37	$8.81
Number of accumulation units outstanding at end of period	816,701	613,678	1,097,889

ES II		A 10


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING GLOBAL RESOURCES PORTFOLIO (CLASS S)
Value at beginning of period	$33.54	$35.21	$39.52	$33.13	$24.57	$42.48	$32.51	$27.31	$20.22
Value at end of period	$37.36	$33.54	$35.21	$39.52	$33.13	$24.57	$42.48	$32.51	$27.31
Number of accumulation units outstanding at end of period	826,793	968,156	1,073,347	1,208,420	1,475,926	1,454,849	878,652	524,482	246,689
ING GLOBAL VALUE ADVANTAGE PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$8.51	$7.54	$8.00	$7.70	$6.05	$9.95
Value at end of period	$9.48	$8.51	$7.54	$8.00	$7.70	$6.05
Number of accumulation units outstanding at end of period	1,351,286	1,712,067	1,959,001	2,253,901	2,629,207	2,551,491
ING GROWTH AND INCOME PORTFOLIO (CLASS ADV)
(Funds were first received in this option during January 2011)
Value at beginning of period	$10.75	$9.52	$9.99
Value at end of period	$13.71	$10.75	$9.52
Number of accumulation units outstanding at end of period	8,750,030	9,694,786	10,457,228
ING GROWTH AND INCOME PORTFOLIO (CLASS S)
(Funds were first received in this option during November 2007)
Value at beginning of period	$9.53	$8.42	$8.63	$7.73	$6.06	$9.95	$9.83
Value at end of period	$12.18	$9.53	$8.42	$8.63	$7.73	$6.06	$9.95
Number of accumulation units outstanding at end of period	3,011,498	3,315,956	3,801,889	1,358,805	1,432,459	613,853	5,374
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$13.70	$10.89	$13.61	$12.91	$9.99
Value at end of period	$13.95	$13.70	$10.89	$13.61	$12.91
Number of accumulation units outstanding at end of period	225,210	208,315	263,363	514,972	297,731
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$10.25	$9.16	$9.37	$8.41	$6.97	$11.36	$11.06	$9.87	$9.57
Value at end of period	$13.33	$10.25	$9.16	$9.37	$8.41	$6.97	$11.36	$11.06	$9.87
Number of accumulation units outstanding at end of period	667,716	717,363	789,755	927,565	995,207	1,099,093	1,224,324	842,997	747,104
ING INDEX PLUS MIDCAP PORTFOLIO
Value at beginning of period	$15.71	$13.65	$14.12	$11.84	$9.19	$15.05	$14.58	$13.63	$12.54
Value at end of period	$20.68	$15.71	$13.65	$14.12	$11.84	$9.19	$15.05	$14.58	$13.63
Number of accumulation units outstanding at end of period	424,255	480,684	546,385	609,244	668,326	721,208	897,365	843,068	636,374
ING INDEX PLUS SMALLCAP PORTFOLIO
Value at beginning of period	$14.86	$13.51	$13.92	$11.59	$9.49	$14.59	$15.92	$14.30	$13.59
Value at end of period	$20.73	$14.86	$13.51	$13.92	$11.59	$9.49	$14.59	$15.92	$14.30
Number of accumulation units outstanding at end of period	324,645	365,803	403,302	440,060	470,167	505,902	709,109	678,476	487,498
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$14.21	$13.29	$12.63	$11.76	$10.78	$12.03	$11.61	$11.41	$11.31
Value at end of period	$13.88	$14.21	$13.29	$12.63	$11.76	$10.78	$12.03	$11.61	$11.41
Number of accumulation units outstanding at end of period	5,636,117	5,524,443	5,863,796	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	$7.95	$6.84	$7.97	$7.55	$6.04	$10.30
Value at end of period	$9.43	$7.95	$6.84	$7.97	$7.55	$6.04
Number of accumulation units outstanding at end of period	475,874	407,661	371,833	571,744	540,619	72,627
ING INVESCO COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$13.15	$11.31	$11.78	$10.43	$8.28	$13.29	$13.87	$12.21	$12.03
Value at end of period	$17.41	$13.15	$11.31	$11.78	$10.43	$8.28	$13.29	$13.87	$12.21
Number of accumulation units outstanding at end of period	1,425,766	1,309,287	1,385,160	1,414,600	1,474,475	1,390,974	1,430,257	1,382,804	1,051,435

ES II

A 11


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING INVESCO EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.73	$11.54	$11.93	$10.86	$9.05	$12.07	$11.92	$10.82	$10.15
Value at end of period	$15.56	$12.73	$11.54	$11.93	$10.86	$9.05	$12.07	$11.92	$10.82
Number of accumulation units outstanding at end of period	1,125,776	1,008,727	1,074,103	1,103,836	1,088,308	939,388	492,315	369,075	245,919
ING INVESCO GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$28.69	$25.54	$26.63	$24.14	$19.86	$29.89	$29.72	$26.13	$24.21
Value at end of period	$37.66	$28.69	$25.54	$26.63	$24.14	$19.86	$29.89	$29.72	$26.13
Number of accumulation units outstanding at end of period	445,657	448,249	490,438	539,995	572,851	500,728	433,803	353,888	188,468
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.79	$9.28	$10.97	$9.85	$9.77
Value at end of period	$11.98	$9.79	$9.28	$10.97	$9.85
Number of accumulation units outstanding at end of period	80,535	35,526	30,902	33,251	2,545
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$21.35	$18.29	$22.82	$19.34	$11.50	$24.07	$17.73	$13.31	$10.07
Value at end of period	$19.74	$21.35	$18.29	$22.82	$19.34	$11.50	$24.07	$17.73	$13.31
Number of accumulation units outstanding at end of period	1,897,428	2,024,486	2,027,389	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	$19.23	$16.34	$16.37	$13.57	$11.02	$16.78
Value at end of period	$24.80	$19.23	$16.34	$16.37	$13.57	$11.02
Number of accumulation units outstanding at end of period	803,006	661,980	568,733	521,278	388,927	238,668
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
Value at beginning of period	$17.07	$14.67	$15.17	$12.21	$9.77	$14.23	$14.77	$12.91	$13.63
Value at end of period	$23.26	$17.07	$14.67	$15.17	$12.21	$9.77	$14.23	$14.77	$12.91
Number of accumulation units outstanding at end of period	1,038,536	943,783	913,590	808,465	638,318	612,948	810,007	615,365	362,665
ING LARGE CAP GROWTH PORTFOLIO (CLASS ADV)
(Funds were first received in this option during May 2012)
Value at beginning of period	$10.28	$10.32
Value at end of period	$13.13	$10.28
Number of accumulation units outstanding at end of period	13,991,615	15,574,620
ING LARGE CAP GROWTH PORTFOLIO (CLASS S)
(Fund first available during February 2005)
Value at beginning of period	$15.54	$13.45	$13.42	$11.98	$8.57	$12.07	$11.03	$10.65	$10.02
Value at end of period	$19.90	$15.54	$13.45	$13.42	$11.98	$8.57	$12.07	$11.03	$10.65
Number of accumulation units outstanding at end of period	3,611,717	883,032	1,038,029	641,795	404,582	28,155	14,873	19,180	9,371
ING LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during January 2011)
Value at beginning of period	$11.21	$10.00	$10.04
Value at end of period	$14.36	$11.21	$10.00
Number of accumulation units outstanding at end of period	2,061,174	360,984	195,176
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$14.19	$14.47	$14.76	$15.05	$15.30	$15.23	$14.80	$14.42	$14.31
Value at end of period	$13.92	$14.19	$14.47	$14.76	$15.05	$15.30	$15.23	$14.80	$14.42
Number of accumulation units outstanding at end of period	2,922,458	3,294,219	4,195,103	3,726,691	4,944,633	6,218,579	1,844,856	953,694	465,550
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$16.54	$14.99	$15.55	$13.23	$10.46	$17.87	$15.97	$15.52	$14.53
Value at end of period	$21.98	$16.54	$14.99	$15.55	$13.23	$10.46	$17.87	$15.97	$15.52
Number of accumulation units outstanding at end of period	959,767	973,510	1,040,101	1,097,675	1,091,475	978,977	726,563	525,510	388,372
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$26.63	$24.43	$24.52	$22.77	$19.69	$25.87	$25.37	$23.11	$22.91
Value at end of period	$30.99	$26.63	$24.43	$24.52	$22.77	$19.69	$25.87	$25.37	$23.11
Number of accumulation units outstanding at end of period	859,441	896,307	955,563	1,051,675	1,093,601	953,779	829,732	751,117	593,459


ES II		A 12


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$18.68	$16.82	$16.12	$14.46	$11.11	$18.19	$14.56	$11.35	$10.14
Value at end of period	$22.01	$18.68	$16.82	$16.12	$14.46	$11.11	$18.19	$14.56	$11.35
Number of accumulation units outstanding at end of period	2,161,144	2,522,723	2,710,114	2,258,340	2,474,999	2,312,150	1,455,255	800,077	371,810
ING MIDCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$12.07	$10.81	$11.11	$8.72	$6.31	$10.33	$8.39	$7.95	$7.36
Value at end of period	$15.59	$12.07	$10.81	$11.11	$8.72	$6.31	$10.33	$8.39	$7.95
Number of accumulation units outstanding at end of period	2,042,615	1,366,532	1,287,437	1,172,403	647,451	576,021	43,460	45,890	45,902
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
Value at beginning of period	$20.20	$17.79	$16.64	$14.90	$11.79	$16.83	$15.65	$13.15	$12.05
Value at end of period	$23.65	$20.20	$17.79	$16.64	$14.90	$11.79	$16.83	$15.65	$13.15
Number of accumulation units outstanding at end of period	1,259,103	1,464,793	1,432,949	1,201,062	1,028,934	932,107	897,716	682,291	443,052
ING MULTI-MANAGER LARGE CAP CORE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.56	$10.69	$11.42	$10.05	$8.26	$12.90	$12.52	$10.94	$10.29
Value at end of period	$14.76	$11.56	$10.69	$11.42	$10.05	$8.26	$12.90	$12.52	$10.94
Number of accumulation units outstanding at end of period	168,358	177,578	215,052	214,959	192,048	210,718	246,686	253,209	130,333
ING OPPENHEIMER GLOBAL PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$15.60	$13.11	$14.59	$12.85	$9.41	$16.12	$15.46	$13.41	$12.07
Value at end of period	$19.40	$15.60	$13.11	$14.59	$12.85	$9.41	$16.12	$15.46	$13.41
Number of accumulation units outstanding at end of period	706,770	617,441	694,917	695,149	797,167	909,337	616,583	445,966	130,621
ING PIMCO HIGH YIELD PORTFOLIO
Value at beginning of period	$16.95	$15.16	$14.81	$13.22	$9.03	$11.88	$11.78	$11.03	$10.78
Value at end of period	$17.56	$16.95	$15.16	$14.81	$13.22	$9.03	$11.88	$11.78	$11.03
Number of accumulation units outstanding at end of period	1,631,758	1,961,472	1,686,591	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	$18.44	$17.29	$17.04	$16.14	$14.38	$14.07	$13.17	$12.88	$12.82
Value at end of period	$17.76	$18.44	$17.29	$17.04	$16.14	$14.38	$14.07	$13.17	$12.88
Number of accumulation units outstanding at end of period	9,475,193	11,579,982	11,617,300	12,404,650	11,773,902	8,442,287	2,020,601	896,452	766,115
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.59	$9.06	$8.78	$8.31	$8.25
Value at end of period	$9.81	$9.59	$9.06	$8.78	$8.31
Number of accumulation units outstanding at end of period	4,738,284	5,638,432	5,987,264	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	$10.99	$9.92	$10.25	$9.36	$9.21
Value at end of period	$12.79	$10.99	$9.92	$10.25	$9.36
Number of accumulation units outstanding at end of period	33,789,179	36,373,432	38,938,265	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	$11.24	$10.28	$10.47	$9.62	$9.49
Value at end of period	$12.76	$11.24	$10.28	$10.47	$9.62
Number of accumulation units outstanding at end of period	21,267,493	22,887,896	24,435,172	26,143,151	27,731,127
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$11.45	$10.59	$10.58	$9.85	$9.75
Value at end of period	$12.35	$11.45	$10.59	$10.58	$9.85
Number of accumulation units outstanding at end of period	10,216,292	11,171,797	11,686,641	12,734,746	13,459,100

ES II

A 13


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$15.91	$14.20	$13.94	$12.64	$10.20
Value at end of period	$20.54	$15.91	$14.20	$13.94	$12.64
Number of accumulation units outstanding at end of period	361,025	374,387	322,048	302,452	315,447
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.06	$8.90	$8.89	$8.09	$6.68	$10.31
Value at end of period	$13.00	$10.06	$8.90	$8.89	$8.09	$6.68
Number of accumulation units outstanding at end of period	1,209,955	1,222,419	1,182,523	1,491,909	1,537,427	185,841
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$15.22	$13.39	$13.58	$12.46	$10.54
Value at end of period	$19.62	$15.22	$13.39	$13.58	$12.46
Number of accumulation units outstanding at end of period	343,597	298,911	226,688	202,476	154,282
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$17.35	$15.32	$15.97	$12.94	$10.14
Value at end of period	$22.95	$17.35	$15.32	$15.97	$12.94
Number of accumulation units outstanding at end of period	697,927	736,610	750,346	801,914	789,109
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$11.25	$9.84	$10.24	$8.36	$6.11	$10.40
Value at end of period	$14.77	$11.25	$9.84	$10.24	$8.36	$6.11
Number of accumulation units outstanding at end of period	868,183	844,587	844,438	971,877	727,369	303,340
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$11.35	$9.99	$10.63	$8.60	$6.94	$10.16
Value at end of period	$15.39	$11.35	$9.99	$10.63	$8.60	$6.94
Number of accumulation units outstanding at end of period	1,017,389	932,748	887,230	1,007,545	845,599	553,373
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$10.02	$8.90	$9.02	$6.97	$5.44	$8.48	$7.87	$7.15	$6.70
Value at end of period	$13.64	$10.02	$8.90	$9.02	$6.97	$5.44	$8.48	$7.87	$7.15
Number of accumulation units outstanding at end of period	140,732	163,092	175,561	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	$11.55	$10.31	$10.80	$8.88	$7.12	$10.13
Value at end of period	$15.55	$11.55	$10.31	$10.80	$8.88	$7.12
Number of accumulation units outstanding at end of period	534,209	612,548	676,236	730,562	637,166	317,965
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$51.82	$46.17	$45.76	$40.93	$31.33	$44.08	$43.07	$38.31	$36.26
Value at end of period	$62.10	$51.82	$46.17	$45.76	$40.93	$31.33	$44.08	$43.07	$38.31
Number of accumulation units outstanding at end of period	2,968,270	3,000,745	3,106,109	3,316,794	3,340,970	3,106,564	2,314,023	1,755,993	1,075,768
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$30.56	$26.59	$27.36	$24.27	$19.81	$31.41	$31.09	$26.62	$26.13
Value at end of period	$38.87	$30.56	$26.59	$27.36	$24.27	$19.81	$31.41	$31.09	$26.62
Number of accumulation units outstanding at end of period	882,232	911,304	947,023	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	$10.30	$8.86	$9.16	$8.01	$5.73	$10.14	$10.10
Value at end of period	$14.03	$10.30	$8.86	$9.16	$8.01	$5.73	$10.14
Number of accumulation units outstanding at end of period	1,346,556	1,190,043	959,911	1,067,560	987,671	535,486	154,046

ES II

A 14


Condensed Financial Information (continued)




	2013	2012	2011	2010	2009	2008	2007	2006	2005	2004
ING T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$13.26	$11.39	$13.25	$11.88	$8.80	$17.78	$15.04	$12.37	$10.02
Value at end of period	$14.87	$13.26	$11.39	$13.25	$11.88	$8.80	$17.78	$15.04	$12.37
Number of accumulation units outstanding at end of period	647,370	707,844	700,849	749,135	899,945	1,055,822	635,073	386,727	202,215
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$10.10	$8.68	$10.09	$9.47	$7.33	$12.59	$11.14	$10.35
Value at end of period	$11.88	$10.10	$8.68	$10.09	$9.47	$7.33	$12.59	$11.14
Number of accumulation units outstanding at end of period	4,087,571	4,292,665	1,619,838	1,794,450	1,737,933	1,636,457	472,387	104,438
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$21.91	$18.35	$19.85	$18.79	$14.48	$24.49	$24.39	$20.40	$18.93
Value at end of period	$28.06	$21.91	$18.35	$19.85	$18.79	$14.48	$24.49	$24.39	$20.40
Number of accumulation units outstanding at end of period	453,011	446,499	462,920	505,792	516,157	472,477	453,360	327,550	131,684
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$11.63	$11.45	$10.92	$10.51	$10.16	$10.03
Value at end of period	$11.08	$11.63	$11.45	$10.92	$10.51	$10.16
Number of accumulation units outstanding at end of period	1,031,367	1,389,261	1,678,619	1,352,838	1,454,753	808,243
INVESCO V.I. AMERICAN FRANCHISE FUND
(Funds were first received in this option during April 2012)
Value at beginning of period	$9.89	$10.28
Value at end of period	$13.59	$9.89
Number of accumulation units outstanding at end of period	61,754	76,014
PROFUND VP BULL
Value at beginning of period	$8.91	$7.98	$8.14	$7.37	$6.05	$9.89	$9.75	$8.74	$8.68
Value at end of period	$11.34	$8.91	$7.98	$8.14	$7.37	$6.05	$9.89	$9.75	$8.74
Number of accumulation units outstanding at end of period	13,868	20,716	22,523	24,279	28,304	30,665	31,592	56,029	45,665
PROFUND VP EUROPE 30
Value at beginning of period	$9.18	$8.03	$8.99	$8.93	$6.88	$12.54	$11.16	$9.69	$9.14
Value at end of period	$10.95	$9.18	$8.03	$8.99	$8.93	$6.88	$12.54	$11.16	$9.69
Number of accumulation units outstanding at end of period	28,396	28,697	32,153	42,989	44,665	76,510	85,574	102,368	97,624
PROFUND VP RISING RATES OPPORTUNITY
Value at beginning of period	$2.69	$2.95	$4.81	$5.84	$4.50	$7.41	$7.97	$7.38	$8.17
Value at end of period	$3.07	$2.69	$2.95	$4.81	$5.84	$4.50	$7.41	$7.97	$7.38
Number of accumulation units outstanding at end of period	86,469	94,360	95,656	97,550	99,495	112,208	154,005	231,298	137,057

ES II

A 15


APPENDIX B
	The Investment Portfolios

In connection with the rebranding of ING U.S. as Voya Financial^TM, effective May 1, 2014, the ING funds were renamed by
generally replacing ING in each fund name with either Voya or VY.

The following investment portfolios are closed to new premiums and transfers. Contract owners who have value in any of the
closed investment portfolios may leave their contract value in these investments.


Closed Investment Portfolios
Columbia Small Cap Value Fund (Class B)	Voya Index Plus SmallCap Portfolio (Class S)
Fidelity^®VIP Equity-Income Portfolio (Class S2)	Voya International Index Portfolio (Class S)
Invesco V.I. American Franchise Fund (Class I)	Voya Large Cap Growth Portfolio (Class S)
ProFund VP Bull	Voya Limited Maturity Bond Portfolio (Class S)
ProFund VP Europe 30	Voya SmallCap Opportunities Portfolio (Class S)
ProFund VP Rising Rates Opportunity	VY Clarion Global Real Estate Portfolio (Class S)
Voya Global Resources Portfolio (Class S)	VY Clarion Real Estate Portfolio (Class S)
Voya Growth and Income Portfolio (Class S)	VY Columbia Small Cap Value II Portfolio (Class S)
Voya Index Plus LargeCap Portfolio (Class S)	VY Invesco Equity and Income Portfolio (Class S)
Voya Index Plus MidCap Portfolio (Class S)	VY JPMorgan Mid Cap Value Portfolio (Class S)

Open 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, plus any Fixed Interest Allocation that is available. The investment portfolios that are
currently available for allocations are listed in this appendix. 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 funds 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 Customer Service 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 “fund of funds.” Funds offered in a 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 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.

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Fund Name and Investment Adviser/Subadviser	Investment Objective
BlackRock Global Allocation V.I. Fund	Seeks high total investment return.

Investment Adviser: BlackRock Advisors, LLC
Subadviser: BlackRock Investment Management, LLC

Voya EURO STOXX 50^®Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the EURO STOXX 50^®Index.
Subadviser: Voya Investment Management Co. LLC

Voya FTSE 100 Index^®Portfolio	A non-diversified Portfolio that seeks investment results (before
	fees and expenses) that correspond to the total return (which
Investment Adviser: Voya Investments, LLC	includes capital appreciation and income) of the FTSE 100
	Index^®.
Subadviser: Voya Investment Management Co. LLC

Voya Global Perspectives Portfolio	Seeks total return.

Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC

Voya Global Resources Portfolio	A non-diversified Portfolio that seeks long-term capital
	appreciation.
Investment Adviser: Directed Services LLC
Subadviser: Voya Investment Management Co. LLC

Voya Global Value Advantage Portfolio	Seeks long-term growth of capital and current income.

Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC

Voya Growth and Income Portfolio	Seeks to maximize total return through investments in a
	diversified portfolio of common stocks and securities convertible
Investment Adviser: Voya Investments, LLC	into common stocks. It is anticipated that capital appreciation
Subadviser: Voya Investment Management Co. LLC	and investment income will both be major factors in achieving
	total return.
Voya Hang Seng Index Portfolio	A non-diversified Portfolio that seeks investment results (before
	fees and expenses) that correspond to the total return (which
Investment Adviser: Voya Investments, LLC	includes capital appreciation and income) of the Hang Seng
Subadviser: Voya Investment Management Co. LLC	Index.

Voya High Yield Portfolio	Seeks to provide investors with a high level of current income
	and total return.
Investment Adviser: Directed Services LLC
Subadviser: Voya Investment Management Co. LLC

Voya Intermediate Bond Portfolio	Seeks to maximize total return consistent with reasonable risk.
	The Portfolio seeks its objective through investments in a
Investment Adviser: Voya Investments, LLC	diversified portfolio consisting primarily of debt securities. It is
Subadviser: Voya Investment Management Co. LLC	anticipated that capital appreciation and investment income will
	both be major factors in achieving total return.
Voya International Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of a widely accepted International
Subadviser: Voya Investment Management Co. LLC	Index.

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Fund Name and Investment Adviser/Subadviser	Investment Objective
Voya Japan TOPIX Index^®Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the Tokyo Stock Price Index^®.
Subadviser: Voya Investment Management Co. LLC

Voya Large Cap Growth Portfolio	Seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Subadviser: Voya Investment Management Co. LLC

Voya Large Cap Value Portfolio	Seeks long-term growth of capital and current income.

Investment Adviser: Directed Services LLC
Subadviser: Voya Investment Management Co. LLC

Voya Liquid Assets Portfolio	Seeks a high level of current income consistent with the
	preservation of capital and liquidity.
Investment Adviser: Directed Services LLC
Subadviser: Voya Investment Management Co. LLC

Voya MidCap Opportunities Portfolio	Seeks long-term capital appreciation.

Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC

Voya Multi-Manager Large Cap Core Portfolio	Seeks reasonable income and capital growth.

Investment Adviser: Directed Services LLC
Subadviser: Columbia Management Investment Advisers, LLC
and The London Company of Virginia d/b/a The London Company

Voya Retirement Conservative Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a conservative level of
Investment Adviser: Directed Services LLC	risk relative to the other Voya Retirement Portfolios.
Subadviser: Voya Investment Management Co. LLC

Voya Retirement Growth Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk that can
Investment Adviser: Directed Services LLC	be expected to be greater than that of Voya Retirement Moderate
Subadviser: Voya Investment Management Co. LLC	Growth Portfolio.

Voya Retirement Moderate Growth Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk that can
Investment Adviser: Directed Services LLC	be expected to be greater than that of Voya Retirement Moderate
Subadviser: Voya Investment Management Co. LLC	Portfolio but less than that of Voya Retirement Growth Portfolio.

Voya Retirement Moderate Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk that can
Investment Adviser: Directed Services LLC	be expected to be greater than that of Voya Retirement
Subadviser: Voya Investment Management Co. LLC	Conservative Portfolio but less than that of Voya Retirement
	Moderate Growth Portfolio.
Voya Russell™ Large Cap Growth Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the Russell Top 200^®Growth Index.
Subadviser: Voya Investment Management Co. LLC

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Fund Name and Investment Adviser/Subadviser	Investment Objective
Voya Russell^TMLarge Cap Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the Russell Top 200^®Index.
Subadviser: Voya Investment Management Co. LLC

Voya Russell™ Large Cap Value Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the Russell Top 200^®Value Index.
Subadviser: Voya Investment Management Co. LLC

Voya Russell™ Mid Cap Growth Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the Russell Midcap^®Growth Index.
Subadviser: Voya Investment Management Co. LLC

Voya Russell^TMMid Cap Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the Russell Midcap^®Index.
Subadviser: Voya Investment Management Co. LLC

Voya Russell^TMSmall Cap Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the Russell 2000^®Index.
Subadviser: Voya Investment Management Co. LLC

Voya Small Company Portfolio	Seeks growth of capital primarily through investment in a
	diversified portfolio of common stocks of companies with
Investment Adviser: Voya Investments, LLC	smaller market capitalizations.
Subadviser: Voya Investment Management Co. LLC

Voya U.S. Bond Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the Barclays U.S. Aggregate Bond
Subadviser: Voya Investment Management Co. LLC	Index.

VY Baron Growth Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Subadviser: BAMCO, Inc.

VY BlackRock Health Sciences Opportunities Portfolio	Seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Subadviser: BlackRock Advisors, LLC

VY 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.
Subadviser: BlackRock Financial Management Inc.

VY BlackRock Large Cap Growth Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Subadviser: BlackRock Investment Management, LLC

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Fund Name and Investment Adviser/Subadviser	Investment Objective
VY Columbia Contrarian Core Portfolio	Seeks total return, consisting of long-term capital appreciation
	and current income.
Investment Adviser: Directed Services LLC
Subadviser: Columbia Management Investment Advisers, LLC
VY DFA World Equity Portfolio	Seeks long-term capital appreciation.
Investment Adviser: Directed Services LLC
Subadviser: Dimensional Fund Advisors LP
VY FMR^SMDiversified Mid Cap Portfolio*	Seeks long-term growth of capital.
Investment Adviser: Directed Services LLC
Subadviser: Fidelity Management & Research Company
* FMR^SMis a service mark of Fidelity Management & Research
Company
VY Franklin Income Portfolio	Seeks to maximize income while maintaining prospects for
	capital appreciation.
Investment Adviser: Directed Services LLC
Subadviser: Franklin Advisers, Inc.
VY Franklin Mutual Shares Portfolio	Seeks capital appreciation and secondarily, income.
Investment Adviser: Directed Services LLC
Subadviser: Franklin Mutual Advisers, LLC
VY Franklin Templeton Founding Strategy Portfolio	Seeks capital appreciation and secondarily, income.
Investment Adviser: Directed Services LLC
VY Invesco Comstock Portfolio	Seeks capital growth and income.
Investment Adviser: Directed Services LLC
Subadviser: Invesco Advisers, Inc.
VY Invesco Equity and Income Portfolio	Seeks total return, consisting of long-term capital appreciation
	and current income.
Investment Adviser: Directed Services LLC
Subadviser: Invesco Advisers, Inc.
VY Invesco Growth and Income Portfolio	Seeks long-term growth of capital and income.
Investment Adviser: Directed Services LLC
Subadviser: Invesco Advisers, Inc.
VY JPMorgan Emerging Markets Equity Portfolio	Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Subadviser: J.P. Morgan Investment Management Inc.
VY JPMorgan Small Cap Core Equity Portfolio	Seeks capital growth over the long-term.
Investment Adviser: Directed Services LLC
Subadviser: J.P. Morgan Investment Management Inc.

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Fund Name and Investment Adviser/Subadviser	Investment Objective
VY Marsico Growth Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Subadviser: Marsico Capital Management, LLC

VY 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 and secondarily, seeks reasonable
Subadviser: Massachusetts Financial Services Company	opportunity for growth of capital and income.

VY MFS Utilities Portfolio	Seeks total return.

Investment Adviser: Directed Services LLC
Subadviser: Massachusetts Financial Services Company

VY Morgan Stanley Global Franchise Portfolio	A non-diversified Portfolio that seeks long-term capital
	appreciation.
Investment Adviser: Directed Services LLC
Subadviser: Morgan Stanley Investment Management Inc.

VY Oppenheimer Global Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Subadviser: OppenheimerFunds, Inc.

VY T. Rowe Price Capital Appreciation Portfolio	Seeks, over the long-term, a high total investment return,
	consistent with the preservation of capital and with prudent
Investment Adviser: Directed Services LLC	investment risk.
Subadviser: T. Rowe Price Associates, Inc.

VY T. Rowe Price Equity Income Portfolio	Seeks substantial dividend income as well as long-term growth
	of capital.
Investment Adviser: Directed Services LLC
Subadviser: T. Rowe Price Associates, Inc.	Effective July 14, 2014, this portfolio will change its investment
	objective to: Seeks a high level of dividend income as well as
	long-term growth of capital through investments in stocks.

VY T. Rowe Price Growth Equity Portfolio	Seeks long-term capital growth, and secondarily, increasing
	dividend income.
Investment Adviser: Directed Services LLC
Subadviser: T. Rowe Price Associates, Inc.	Effective July 14, 2014, this portfolio will change its investment
	objective to: Seeks long-term growth through investments in
	stocks.

VY T. Rowe Price International Stock Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Subadviser: T. Rowe Price Associates, Inc.

VY Templeton Foreign Equity Portfolio	Seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Subadviser: Templeton Investment Counsel, LLC

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Fund Name and Investment Adviser/Subadviser	Investment Objective
VY Templeton Global Growth Portfolio	Seeks capital appreciation. Current income is only an incidental
	consideration.
Investment Adviser: Directed Services LLC
Subadviser: Templeton Global Advisors Limited

“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.

HSI 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 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 Investment
Management Co. LLC and ING Investments, LLC in connection with the 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 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. The process and basis of computation and compilation of the Index and any of the related formula or formulae,
constituent stocks and factors may at any time be changed or altered by Hang Seng Indexes Company Limited without notice.

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 INVESTMENT MANAGEMENT CO. LLC AND ING
INVESTMENTS, LLC 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
DEALING WITH 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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B-7


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.

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 Voya Liquid Assets
Portfolio, and such a transfer will be subject to a Market Value Adjustment.

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C-1

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.

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.

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C-2

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 are registered under the Investment Company Act of 1940.

Interests in the Fixed Interest Division are offered in certain states through an Offering Brochure, dated May 1, 2014. 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 Customer Service 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 $10,000 and additional premium payments of $10,000 in each
of the second and third contract years, for total premium payments under the Contract of $30,000. It also assumes a
withdrawal at the end of the third contract year of 30% of the contract value of $35,000.

In this example, $8,000 (10% of the total premium payments of $30,000, which is $3,000, plus cumulative earnings, which is
$35,000 less $30,000, which equals $5,000) is the maximum free withdrawal amount that you may withdraw without a
surrender charge. The total amount withdrawn from the contract would be $10,500 ($35,000 x .30). Therefore, $2,500
($10,500 - $8,000) is considered an excess withdrawal of a part of the initial premium payment of $10,000 and would be
subject to a 6% surrender charge of $160 ($2,500 x (1/(1-.06)-1)). The amount of the withdrawal paid to you will be $10,500,
and in addition, $160 will be deducted from your contract value.

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	6 00	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 begun.

Illustration 1: Adjustment to the ING LifePay Plus Base for a withdrawal taken prior to the Lifetime Withdrawal
Phase.

Assume the Annuitant is age 55 and the first withdrawal taken during the contract year is $3,000 net, with $0 of surrender
charges. Because the ING LifePay Plus Rider is not yet eligible to enter the Lifetime Withdrawal Phase, there is no Maximum
Annual Withdrawal and the entire withdrawal is considered excess.

If the ING LifePay Plus Base and Account Value before the withdrawal are $100,000 and $90,000, respectively, then the ING
LifePay Plus Base will reduce 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).

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender 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. 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.

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).

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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 J-8 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 J-16 for more information (page J-23 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 Customer Service 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 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.”

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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 (excluding any credit on the premium, or premium credit, available with
your Contract); or After the Contract date – equal to the Contract value on the effective date of the rider (excluding any
premium credits applied during the preceding 36 months).

The ING LifePay Plus Base is increased, dollar for dollar, by any subsequent premiums (excluding any applicable premium
credits). 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, a negative Market Value Adjustment
associated with any Fixed Account Allocations or any premium credit deduction (recapture).

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.

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
continuation of the Contract but before the ING LifePay Plus rider’s guarantees resume, which occurs on the next
quarterly contract anniversary following spousal continuation. An Excess Withdrawal will cause a pro-rata reduction of

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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 or any premium credit deduction (recapture) (rather than the total amount of the withdrawal). An Excess
Withdrawal will also cause the Maximum Annual Withdrawal to be recalculated. See Illustrations 1, 2 and 6 at the end of
this appendix 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 (excluding any premium credits applied during the preceding
36 months). 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 (excluding any premium credits applied during
the preceding 36 months); and the ING LifePay Plus Base on the previous contract anniversary, increased by 6%, plus any
premiums received (excluding any applicable premium credits) 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 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 Base or the current Contract value (excluding any
premium credits applied during the preceding 36 months). The Lifetime Withdrawal Phase will continue until the earliest of:

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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 Maximum Annual Withdrawal Percentages are:

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

If this rider was purchased before January 12, 2009, the Maximum Annual Withdrawal Percentages are:


	Ages
5%	59½ to 69
6%	70-79
7%	80+

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Withdrawals that exceed the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts are Excess
Withdrawals that will cause a pro-rata reduction of the ING LifePay Plus Base and the Maximum Annual Withdrawal to
be recalculated. See Illustration 5 at the end of this appendix for an example of the consequences of an Excess Withdrawal
with an Additional Withdrawal Amount. The Additional Withdrawal Amount is available on a calendar year basis and
recalculated every January, reset to equal that portion of the Required Minimum Distribution for that calendar year that
exceeds the Maximum Annual Withdrawal on that date. Any unused amount of the Additional Withdrawal Amount
carries over into the next calendar year and is available through the end of that year, at which time any amount remaining
will expire. See Illustration 4 at the end of this appendix 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 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 the next business day following each 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%

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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. The currently available Accepted Funds are listed in Appendix N. 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. The currently available Fixed Allocation Funds are listed in Appendix N. You may allocate
your contract value to one or more Fixed Allocation Funds. We consider the Voya 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.

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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.

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
(excluding any premium credits applied after the deceased owner’s death), 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 (excluding any
premium credits applied after the deceased owner’s death), 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, 2009).

The Maximum Annual Withdrawal is also recalculated at the same time as the ING LifePay Plus Base; however, there is
no Maximum Annual Withdrawal upon spousal continuation until the Lifetime Withdrawal Phase begins on the date of the
first withdrawal after spousal continuation, SO LONG AS the annuitant is age 59½. The Maximum Annual Withdrawal is
recalculated to equal 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 (excluding any premium credits applied during the preceding 36 months) 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 (excluding any premium credits applied during the preceding 36 months) 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;

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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; 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 J-23.

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 reduce your
Contract value to zero. You may wish to purchase this rider if you are married and concerned that you and your spouse may
outlive your income.

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 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.

Contracts issued on and after November 1, 2004 are 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 a living benefit rider. Or if your
Contract already has the ING Joint LifePay or ING Joint LifePay Plus rider, then you may be eligible to elect this version of
the ING Joint LifePay Plus rider for a limited time. There is an election form for this purpose. Please contact Customer
Service 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. In no
event are joint annuitants allowed. We reserve the right to verify the date of birth and social security number of both
spouses.

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

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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.


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.”

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.

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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.

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 Illustrations 1, 2 and 6 at the end of this appendix 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.

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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.

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 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.

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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+

If this rider was purchased before January 12, 2009, the Maximum Annual Withdrawal Percentages are:


	Ages
4%	59½ to 64
5%	65-69
6%	70-79
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 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 Illustration 3 at the end of this appendix 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 Illustration 5 at the end of this appendix for an example of the consequences of an Excess Withdrawal
with an Additional Withdrawal Amount. The Additional Withdrawal Amount is available on a calendar year basis and
recalculated every January, reset to equal that portion of the Required Minimum Distribution for that calendar year that
exceeds the Maximum Annual Withdrawal on that date. Any unused amount of the Additional Withdrawal Amount
carries over into the next calendar year and is available through the end of that year, at which time any amount remaining
will expire. See Illustration 4 at the end of this appendix 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.

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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 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 the next business day following each 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%

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Fixed Allocation Funds. The currently available Fixed Allocation Funds are listed in Appendix N. You may allocate
your contract value to one or more Fixed Allocation Funds. We consider the Voya 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 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 Phase begins, and for any
withdrawals once the Lifetime Withdrawal Phase begins that are not Excess Withdrawals, including withdrawals for

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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.

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.

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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 Customer
Service 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 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

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2)	die during the accumulation phase (first owner to die if there are multiple Contract owners, or death of annuitant if Contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract.

The ING LifePay Plus rider will also terminate if there is a change in Contract ownership (other than a spousal beneficiary
continuation on your death). Other circumstances that may cause the ING LifePay Plus rider to terminate automatically
are discussed below.

Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, ONLY IF the quarterly contract
anniversary following the annuitant reaching age 59½ has not yet passed. While the ING LifePay Plus rider is in Guaranteed
Withdrawal Status, withdrawals in a contract year up to the Maximum 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 in 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;
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.

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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 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.

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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 at the end of this appendix for examples of this concept.

Required Minimum Distributions. Withdrawals taken from the Contract to satisfy the Required Minimum
Distribution rules of the Tax Code, that exceed the Maximum Annual Withdrawal for a specific Contract year, will not be
deemed excess withdrawals in that Contract year for purposes of the ING LifePay Plus rider, subject to the following
rules:

1)	If your Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.
2)	You may withdraw the Additional Withdrawal Amount from this Contract without it being deemed an excess withdrawal.
3)	Any withdrawals taken in a Contract year will count first against the Maximum Annual Withdrawal for that Contract year.
4)	Once the Maximum Annual Withdrawal for the then current Contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count first against and reduce any unused Additional Withdrawal Amount for the previous calendar year followed by any Additional Withdrawal Amount for the current calendar year.
5)	Withdrawals that exceed all available Additional Withdrawal Amounts are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.
6)	The Additional Withdrawal Amount is reset to zero at the end of the second calendar year from which it was originally calculated.
7)	If the Contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal necessary to satisfy the Required Minimum Distribution for that year (if any).

See Illustration 3 at the end of this appendix.

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;
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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 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.

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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.

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 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;

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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.
(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.

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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 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 Customer Service 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.
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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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^thbirthday 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^thbirthday, provided the contract owner does not decline the change to Lifetime Guaranteed Withdrawal Status;
2)	reduction of the ING Joint LifePay Plus Base to zero, at which time the rider will terminate;
3)	the 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^thbirthday has passed. If the first withdrawal is taken prior to
this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on the quarterly contract anniversary
following the youngest active spouse’s 65^thbirthday. This status continues until the earliest of:

1)	the 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.

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.

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During the Growth Phase, the initial ING Joint LifePay Plus Base is increased dollar-for-dollar by any premiums received
(“eligible premiums”). In addition, on each quarterly contract anniversary, the ING Joint LifePay Plus Base is recalculated as
the greater of:

The current ING Joint LifePay Plus Base; or
The current Contract value. This is referred to as a quarterly “ratchet.”

Also, on each of the first ten contract anniversaries, the ING Joint LifePay Plus Base is recalculated as the greatest of:

The current ING Joint LifePay Plus Base; or
The current Contract value; and
The ING Joint LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any eligible premiums and minus any third-party investment advisory fees paid from your contract during the year. This is referred to as an annual “step-up.”

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the first contract
anniversary following a complete contract year after the rider date.

The ING Joint 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 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%

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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.

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 at the end of this appendix.

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;

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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 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.

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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. The currently available Accepted Funds are listed in Appendix N. 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. The currently available Fixed Allocation Funds are listed in Appendix N. You may allocate
your contract value to one or more Fixed Allocation Funds. We consider the Voya 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 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.

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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.
	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.”

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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 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).

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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.

Illustration 4: The Reset Occurs.

Assume the Maximum Annual Withdrawal is $5,000 and the Maximum Annual Withdrawal percentage is 5%.

One year after the first withdrawal is taken, the contract value has increased to $120,000, and the Reset occurs. The Maximum
Annual Withdrawal is now $6,000 ($120,000 * 5%).

One year after the Reset, the contract value has increased further to $130,000. The Reset occurs again, and the Maximum
Annual Withdrawal is now $6,500 ($130,000 * 5%).

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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 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 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.

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 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.

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:

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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.

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:

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	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
Illustration 1 and 2 below for examples of this concept.

Required Minimum Distributions. Withdrawals taken from the Contract to satisfy the Required Minimum
Distribution rules of the Tax Code, that exceed the Maximum Annual Withdrawal for a specific Contract year, will not be
deemed excess withdrawals in that Contract year for purposes of the ING LifePay 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.

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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;
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 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.

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

1)	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:

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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 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.

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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.

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 Customer Service. 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%

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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 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.

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 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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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 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 in 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 rider 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 ING Joint LifePay rider and contract terminate (other than those provisions regarding the payment of the Maximum
Annual Withdrawal, as described below) and you can no longer elect to receive 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.

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:

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	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 applicable Market Value Adjustment or surrender charges will not be
considered. However, for purposes of determining the Maximum Annual Withdrawal reduction after an excess
withdrawal, surrender charges and/or Market Value Adjustment are considered to be part of the withdrawal, and will be
included in the pro-rata adjustment to the Maximum Annual Withdrawal. See Illustration 1 and 2 below for examples of
this concept.

Required Minimum Distributions. Withdrawals taken from the contract to satisfy the Required Minimum
Distribution rules of the Tax Code are considered withdrawals for purposes of the ING Joint LifePay rider, and will begin
the Withdrawal Phase if the Withdrawal Phase has not already started. Any such withdrawal which exceeds the Maximum
Annual Withdrawal for a specific contract year will not be deemed excess withdrawals in that contract year for purposes of
the ING Joint LifePay rider, subject to the following:

1)	If the contract owner’s Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to the contract, is greater than the Maximum Annual Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.
2)	You may withdraw the Additional Withdrawal Amount from this contract without it being deemed an excess withdrawal.
3)	Any withdrawals taken in a contract year will count first against the Maximum Annual Withdrawal for that contract year.
4)	Once the Maximum Annual Withdrawal for the then current contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count against and reduce any Additional Withdrawal Amount.
5)	Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.
6)	The Additional Withdrawal Amount is reset to zero at the end of each calendar year, and remains at zero until it is reset in January of the following calendar year, even if, pursuant to the Tax Code, the contract owner may take a Required Minimum Distribution for that calendar year after the end of the calendar year.

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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;
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 rider at the time this status begins. If both spouses are active
under the ING Joint LifePay rider, these payments will cease upon the death of the second spouse, at which time both the
ING Joint LifePay rider and the contract will terminate without further value. If only one spouse is active under the ING
Joint LifePay rider, the payments will cease upon the death of the active spouse, at which time both the ING Joint LifePay
rider and the contract will terminate without value.

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING Joint LifePay rider
enters Lifetime Automatic Periodic Benefit Status (including the withdrawal that results in the contract value decreasing to
zero), that difference will be paid immediately to the contract owner. The periodic payments will begin on the last day of
the first full contract year following the date the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status
and will continue to be paid annually thereafter.

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

ING Joint LifePay Reset Option. Beginning one year after the Withdrawal Phase begins, you may choose to reset the
Maximum Annual Withdrawal, if 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

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only available when the ING Joint LifePay rider is in Lifetime Guaranteed Withdrawal Status. We reserve the right to limit
resets to the contract anniversary.

After exercising the reset option, you must wait one year before electing to reset again. We will not accept a request to reset if
the new Maximum Annual Withdrawal on the date the request is received would be less than your current Maximum Annual
Withdrawal.

If the reset option is exercised, the charge for the ING Joint LifePay rider will be equal to the charge then in effect for a newly
purchased rider but will not exceed the maximum annual charge of 1.50%. However, we guarantee that the ING Joint LifePay
rider charge will not increase for resets exercised within the first five contract years. See Illustration 4 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 least 20% of such
contract value in the Fixed Allocation Funds. See “Fixed Allocation Funds Automatic Rebalancing,” below.

Accepted Funds. The currently available Accepted Funds are listed in Appendix N. 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. The currently available Fixed Allocation Funds are listed in Appendix N. You may allocate
your contract value to one or more Fixed Allocation Funds. We consider the Voya 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 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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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;
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.”

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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.

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).

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Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the Additional
Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. The RMD for the current calendar year applicable to this contract is
determined to be $6,000. The Additional Withdrawal Amount is set equal to the excess of this amount above the Maximum
Annual Withdrawal, $1,000 ($6,000 - $5,000).

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA charges. The
Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA charges. The
Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual
Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA charges. Total net
withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, however, the Maximum Annual Withdrawal is
not adjusted until the Additional Withdrawal Amount is exhausted. The amount by which total net withdrawals taken exceed
the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000), is the same as the Additional Withdrawal Amount, so no
adjustment to the Maximum Annual Withdrawal is made. If total net withdrawals taken had exceeded the sum of the Maximum
Annual Withdrawal and the Additional Withdrawal Amount, then an adjustment would be made to the Maximum Annual
Withdrawal.

Illustration 4: The Reset 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.

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.

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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 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 will increase to the
maximum annual charge of 1.00%. The Reset Option can only be elected on contract anniversaries. If you elect the Reset
Option, the Step-Up benefit is not available.

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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. Election of the Step-Up Benefit is limited 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.


*Minimum Guaranteed Withdrawal Benefit rider*¹:

		Maximum Annual Charge if Step-Up
As an Annual Charge²	As a Quarterly Charge	Benefit Elected³
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 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 your rider was issued prior to May 1, 2005 and you elect the Step-Up Benefit, we will increase the charge for the MGWB rider to the 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:

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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).

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)).

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%).

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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).

Example #5: Owner transfers funds from Covered Funds to Excluded 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 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.”

The following investment options are designated as Special Funds: the Voya 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 Voya 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 Voya Intermediate Bond Portfolio is
designated as a Special Fund.

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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.
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;

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M-2

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.

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 1.65%

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M-3


APPENDIX N
	Accepted Funds and Fixed Funds for Living Benefit Riders


Accepted Funds. Currently, the Accepted Funds are:

BlackRock Global Allocation V.I. Fund	Voya Retirement Moderate Growth Portfolio
Voya Global Perspectives Portfolio	VY Invesco Equity and Income Portfolio
Voya Liquid Assets Portfolio	VY MFS Total Return Portfolio
Voya Retirement Conservative Portfolio	VY T. Rowe Price Capital Appreciation Portfolio
Voya Retirement Growth Portfolio	Fixed Interest Allocation
Voya Retirement Moderate Portfolio

For MGIB, ING LifePay, ING Joint LifePay, ING LifePay Plus and ING Joint LifePay Plus riders purchased before
January 12, 2009, the following are additional Accepted Funds:


Voya Global Value Advantage Portfolio
VY Franklin Templeton Founding Strategy Portfolio

Currently, the Accepted Funds for the Income Optimizer are:

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

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

Voya Intermediate Bond Portfolio

Voya U.S. Bond Index Portfolio

VY BlackRock Inflation Protected Bond Portfolio

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N-1

SUPPLEMENT Dated May 1, 2014

To the Prospectus Dated May 1, 2014

ING GoldenSelect Opportunities

Issued by ING USA Annuity and Life Insurance Company

Through Its Separate Account B

This supplement updates the prospectus for your variable annuity contract. Please read it carefully and

keep it with your copy of the prospectus for future reference. If you have any questions, please call

Customer Service at 1-800-366-0066.

IMPORTANT INFORMATION REGARDING UPCOMING FUND REORGANIZATIONS

The Board of Trustees of Voya Investors Trust and the Board of Directors of Voya Partners, Inc. approved

separate proposals to reorganize the following “Merging Portfolios” with and into the following “Surviving

Portfolios”:


*Merging Portfolios*	*Surviving Portfolios*
VY BlackRock Health Sciences Opportunities Portfolio¹(Class S)
	Voya Large Cap Growth Portfolio¹(Class S)
VY BlackRock Large Cap Growth Portfolio¹(Class S)
VY Marsico Growth Portfolio (Class S2)	Voya Large Cap Growth Portfolio¹(Class S2)
VY MFS Utilities Portfolio¹(Class S)	Voya Large Cap Value Portfolio (Class S)
VY MFS Total Return Portfolio²(Class S2)	VY Invesco Equity and Income Portfolio²(Class S2)
1 These portfolios are closed to new investments and transfers.
2 These portfolios are designated as Accepted Funds.


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 OPPORTUNITIES^®


	May 1, 2014

This prospectus describes ING GoldenSelect Opportunities, a group and individual deferred combination variable annuity
contract (the “Contract”) issued 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 did not qualify for such treatment (“non-qualified Contracts”). We
currently do not offer this Contract for sale to new purchasers.

The Contract provides a means for you to invest your premium payments in one or more mutual fund investment
portfolios. 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. Longer free look periods apply in some states and in certain situations.

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

This prospectus provides information that you should know before investing and should be kept for future reference. A
Statement of Additional Information (“SAI”), dated May 1, 2014, 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 Customer Service 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). 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.

An investment in any subaccount through a Trust or Fund 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.

Opportunities

The investment portfolios that comprise the subaccounts currently open and available to new premiums and transfers under
your Contract are:


BlackRock Global Allocation V.I. Fund (Class III)	VY Baron Growth Portfolio (Class S)
Voya Global Perspectives Portfolio (Class ADV)*	VY BlackRock Inflation Protected Bond Portfolio (Class S)
Voya Global Value Advantage (Class S)	VY Columbia Contrarian Core Portfolio (Class S)
Voya Growth and Income Portfolio (Class ADV)	VY Columbia Small Cap Value II Portfolio (Class S)
Voya Intermediate Bond Portfolio (Class S)	VY DFA World Equity Portfolio (Class S)*
Voya International Index Portfolio (Class ADV)	VY FMR^SMDiversified Mid Cap Portfolio (Class S2)
Voya Large Cap Growth Portfolio (Class ADV)	VY Franklin Income Portfolio (Class S2)
Voya Large Cap Value Portfolio (Class S)	VY Franklin Mutual Shares Portfolio (Class S)
Voya Liquid Assets Portfolio (Class S2)	VY Franklin Templeton Founding Strategy Portfolio (Class S)*
Voya MidCap Opportunities Portfolio (Class S)	VY Invesco Comstock Portfolio (Class S)
Voya Retirement Conservative Portfolio (Class ADV)*	VY Invesco Equity and Income Portfolio (Class S2)
Voya Retirement Growth Portfolio (Class ADV)*	VY Invesco Growth and Income Portfolio (Class S2)
Voya Retirement Moderate Growth Portfolio (Class ADV)*	VY Marsico Growth Portfolio (Class S2)
Voya Retirement Moderate Portfolio (Class ADV)*	VY MFS Total Return Portfolio (Class S2)
Voya Russell^TMLarge Cap Growth Index Portfolio (Class S)	VY Morgan Stanley Global Franchise Portfolio (Class S2)
Voya Russell^TMLarge Cap Index Portfolio (Class S)	VY Oppenheimer Global Portfolio (Class S)
Voya Russell™ Large Cap Value Index Portfolio (Class S)	VY T. Rowe Price Capital Appreciation Portfolio (Class S2)
Voya Russell™ Mid Cap Growth Index Portfolio (Class S)	VY T. Rowe Price Equity Income Portfolio (Class S2)
Voya Russell^TMMid Cap Index Portfolio (Class S)	VY T. Rowe Price Growth Equity Portfolio (Class S)
Voya Russell^TMSmall Cap Index Portfolio (Class S)	VY Templeton Foreign Equity Portfolio (Class S)
Voya Small Company Portfolio (Class S)	VY Templeton Global Growth Portfolio (Class S2)
Voya U.S. Bond Index Portfolio (Class S)

*	These investment portfolios are offered in a “fund of funds” structure. See “The Trusts and Funds” for more information about these investment portfolios.

In connection with the rebranding of ING U.S. as Voya Financial^TM, effective May 1, 2014, the ING funds were renamed by generally
replacing ING in each fund name with either Voya or VY.

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.

Opportunities


TABLE OF CONTENTS


		Page
INDEX OF SPECIAL TERMS		1
FEES AND EXPENSES		2
CONDENSED FINANCIAL INFORMATION		5
ING USA SEPARATE ACCOUNT B		5
ING USA ANNUITY AND LIFE INSURANCE COMPANY		6
THE TRUSTS AND FUNDS		7
CHARGES AND FEES		8
THE ANNUITY CONTRACT		13
LIVING BENEFIT RIDERS		19
WITHDRAWALS		40
TRANSFERS AMONG YOUR INVESTMENTS (EXCESSIVE TRADING POLICY)		42
DEATH BENEFIT CHOICES		46
THE ANNUITY OPTIONS		52
OTHER CONTRACT PROVISIONS		54
OTHER INFORMATION		57
FEDERAL TAX CONSIDERATIONS		58
STATEMENT OF ADDITIONAL INFORMATION		68
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 Calculations	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 Life Pay	K1
APPENDIX L	– Minimum Guaranteed Withdrawal Benefit	L1
APPENDIX M – Accepted Funds and Fixed Allocation Funds for Living Benefit Riders		M1

Opportunities

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	14
Annual Ratchet	27
Annuity Start Date	14
Cash Surrender Value	18
Claim Date	46
Contract Date	13
Contract Owner	13
Contract Value	17
Contract Year	13
Covered Fund	7
Earnings Multiplier Benefit	50
Excluded Fund	7
Fixed Account	18
Fixed Interest Allocation	18
Fixed Interest Division	18
Free Withdrawal Amount	9
ING LifePay Plus Base	26
Market Value Adjustment	C2
Max 7 Enhanced Death Benefit	49
Net Investment Factor	5
Net Rate of Return	5
Quarterly Ratchet Enhanced Death Benefit	48
Restricted Fund	7
Rider Date	20
7% Solution Death Benefit Element	49
Special Fund	7
Standard Death Benefit	47

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

Opportunities

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 Expenses¹
Surrender Charge:
Complete Years Elapsed	0	1	2	3	4	5	6	7	8+
Since Premium Payment
Surrender Charge (as a percentage	8%	7%	6%	5%	4%	3%	2%	1%	0%
of Premium Payment withdrawn)
Transfer Charge					$25 per transfer, currently zero
Premium Tax²					0% to 3.5%
Overnight Charge³					$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 net 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	Quarterly	Max 7
	Death Benefit	Ratchet	Enhanced
		Enhanced	Death Benefit
		Death Benefit
Mortality & Expense Risk Charge	1.25%	1.50%	1.80%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%
Total²	1.40%	1.65%	1.95%

1	We deduct this charge on each contract anniversary and on surrender.
2	These charges are as a percentage of average contract value in each subaccount. These annual charges are deducted daily.

Opportunities

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 Charges¹

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 rider²:

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 rider³:

As an Annual Charge Currently	Maximum Annual Charge
(Charge Deducted Quarterly)
1.00% of the ING LifePay Plus Base	1.50% of the ING LifePay Plus Base

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider⁴:

As an Annual Charge Currently	Maximum Annual Charge
(Charge Deducted Quarterly)
1.20% of the ING LifePay Plus Base	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.”

Opportunities


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) fees^{1, 2}, and	0.64%	2.57%³
other expenses):

1	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.
2	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.”
3	Excludes 0.66% of non-recurring offering expenses. If these extraordinary expenses were included, the maximum total annual trust or fund operating expenses would have been 3.23%.

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 Quarterly 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
	$1,429	$2,499	$3,583	$6,423
2)	If you do not surrender your contract:
	1 year	3 years	5 years	10 years
	$629	$1,889	$3,183	$6,423

Opportunities

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.

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.

Opportunities

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.”