final.htm - Generated by SEC Publisher for SEC Filing

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WoASxy1TdKoXzxDifd6RJvsXDlG+jr+E6xsOaiwnV5lqmzH/y7QjM5PcjLzVKsTJ MYbVizoL2jN0wM+FImMjdg== 0000836687-09-000402.txt : 20091231 0000836687-09-000402.hdr.sgml : 20091231 20091231121609 ACCESSION NUMBER: 0000836687-09-000402 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20091231 DATE AS OF CHANGE: 20091231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING LIFE INSURANCE & ANNUITY CO CENTRAL INDEX KEY: 0000837010 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 710294708 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162140 FILM NUMBER: 091267957 BUSINESS ADDRESS: STREET 1: ONE ORANGE WAY CITY: WINDSOR STATE: CT ZIP: 06095-4774 BUSINESS PHONE: 860-723-4646 MAIL ADDRESS: STREET 1: ONE ORANGE WAY CITY: WINDSOR STATE: CT ZIP: 06095-4774 FORMER COMPANY: FORMER CONFORMED NAME: AETNA LIFE INSURANCE & ANNUITY CO /CT DATE OF NAME CHANGE: 19920703 S-1/A 1 final.htm FINAL final.htm - Generated by SEC Publisher for SEC Filing

Registration No. 333-162140

As filed with the Securities and Exchange Commission on December 31, 2009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

PRE-EFFECTIVE AMENDMENT NO. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ING LIFE INSURANCE AND ANNUITY COMPANY

(Exact name of registrant as specified in its charter)

Connecticut

(State or other jurisdiction of incorporation or organization)

6311

(Primary Standard Industrial Classification Code Number)

71-0294708

(I.R.S. Employer Identification Number)

One Orange Way

Windsor, Connecticut 06095-4774

1-800-262-3862

(Address, including zip code, and telephone number,

including area code, of registrant's principal executive offices)

John S. (Scott) Kreighbaum, Esq.

ING

1475 Dunwoody Drive

West Chester, PA 19380-1478

(610) 425-3404

(Name, address, including zip code, and telephone number, including area code, of agent for service)

As soon as practicable after the effective date of this registration statement

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered to this Form are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the following box.þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.¨

Large accelerated filer ¨	Accelerated Filer ¨
Non-accelerated filer þ (Do not check if a smaller reporting company)	Smaller reporting company ¨

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

PROSPECTUS

<R>

ING Select Rate

</R>

Single Premium Deferred Modified Guaranteed Annuity Contracts

Issued By ING Life Insurance and Annuity Company

<R>

This prospectus sets forth the information you ought to know before investing. You should keep the prospectus for future reference.
Additional information has been filed with the Securities and Exchange Commission (SEC) and is available upon written or oral
request without charge.

The SEC maintains a web site (www.sec.gov) that contains material incorporated by reference, and other information about us, which
we file electronically. The reference number assigned to this contract is 333 -162140.

</R>


	*How to reach us…*
	Customer Service Center
	Call:	(888) 854-5950
	Write:	P.O. Box 10450, Des Moines, Iowa,
		50306-0450
	Visit:	www.ingfinancialsolutions.com

<R>

The allocation options available under the Contract are Guarantee Periods. A Guarantee Period
is equal to one or more Contract Years during which a declared Guarantee Period Interest Rate is guaranteed to be credited to the
Single Premium or Accumulation Value, as applicable. See page 17 . The following Guarantee Periods are currently available:

</R> <R>

Initial Guarantee Periods	Guarantee Periods for Renewals
3 to 10 years	1 year
(3, 4, 5, 6 etc.)
è You select the Initial Guarantee Period for the Single	è We automatically apply the Accumulation Value to the 1-
Premium.	year Guarantee Period at the end of the Initial Guarantee
	Period, or each succeeding Guarantee Period, as applicable,
	until you give us alternative instructions.
¡ IMPORTANT NOTE: The Initial Guarantee Period is	¡ IMPORTANT NOTE: For Contracts issued in Illinois,
limited to 5 years or less if the Owner is age 76 to 80.	no renewals are permitted. See pages 17 and 25 .

</R>

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.

NOT: FDIC/NCUA INSURED; A DEPOSIT OF A BANK; BANK GUARANTEED; OR INSURED
BY ANY FEDERAL GOVERNMENT AGENCY. MAY LOSE VALUE.

<R>

	RIGHT TO EXAMINE AND RETURN THIS CONTRACT: You may return
	the contract within 10 days of its receipt (or longer as state law may require or when
	issued as a replacement contract). If so returned, we will promptly pay you the
	Accumulation Value, adjusted for any Market Value Adjustment, where permitted. See
	page 27 .

</R>

	EXCHANGES: Your agent should only recommend an exchange (replacement) if it is in your
	best interest and only after evaluating your personal and financial situation and needs, tolerance
	for risk and financial ability to pay for the contract.

<R>

December 31, 2009

</R>

PROSPECTUS

<R>

We pay compensation to broker/dealers whose registered representatives sell the contract.
See page 28 .

</R>

<R>

December 31, 2009

</R>

<R>

Contents

Contents	3	Non-Waiver	28
Summary – Contract Charges and Risk Factors	8	Special Arrangements 28
Surrender Charges	8	Selling the Contract	28
Risk Factors	8	State Regulation	30
ING Life Insurance and Annuity Company	10	Legal Proceedings	30
Organization and Operation	10	Legal Matters	30
Regulatory Matters - the Company and the Industry	10	Experts	30
Insurance and Retirement Plan Products and Other Regulatory Matters 10		Further Information	31
		Incorporation of Certain Documents by Reference	31
Investment Product Regulatory Issues 10		Inquiries 31
Separate Account 11		United States Federal Income Tax Considerations	32
Product Regulation	11	Introduction 32
Charges	11	Types of Contracts: Non-Qualified and Qualified	32
Surrender Charge 12		Taxation of Non-Qualified Contracts	32
Premium Tax and Other Taxes	13	Premiums 32
The Annuity Contract 13		Taxation of Gains Prior to Distribution 32
Owner	13	Taxation of Distributions 33
Joint Owner	14	Taxation of Qualified Contracts	35
Annuitant and Contingent Annuitant 14		General 35
Beneficiary	14	Tax Deferral 35
		Premiums 36
Change of Owner or Beneficiary 15		Distributions – General 35
Contract Purchase Requirements	15	Withholding 37
Availability of the Contract	16	Assignment and Other Transfers 38
Crediting of Premium Payments	16	Possible Changes in Taxation 38
Accumulation Value	16	Taxation of Company	38
Administrative Procedures	16
Other Contracts	17
Guarantee Periods and Market Value Adjustment	17
Initial Guarantee Periods and Guarantee Periods for Renewals 17
Initial Guarantee Period Interest Rate and Guarantee Period Interest Rate	17
Market Value Adjustment	18
Surrender and Withdrawals	21
Cash Surrender Value	21
Withdrawals	22
Regular Withdrawals and the Minimum Withdrawal Amount 22
Systematic Withdrawals	22
Market Value Adjustments on Systematic Withdrawals	23
Withdrawals from Individual Retirement Annuities 23
Death Benefit	23
Death Benefit prior to the Annuity Commencement Date	23
Spousal Beneficiary Contract Continuation 24
Payment of the Death Benefit to a Spousal or Non-spousal Beneficiary	24
Death Benefit after the Annuity Commencement Date	25
Annuity Payments and Annuity Plans	25
Annuity Payments	25
Annuity Plans	25
Payments for a Period Certain 26
Payments for Life with a Period Certain	26
Life Only Payments 26
Joint and Last Survivor Life Payments 26
Death of the Annuitant who is not an Owner	26
Other Important Information	26
Annual Report to Owners	26
Suspension of Payments	26
Misstatement Made by Owner in Connection with Purchase of this Contract	26
Insurable Interest	27
Assignment	27
Contract Changes — Applicable Tax Law	27
Right to Examine and Return this Contract	27

</R>

Glossary
This glossary defines the special terms used throughout the prospectus. A special term used in only one section of the prospectus is
defined there. The page references are to sections of the prospectus where more information can be found about a special term.

<R>

Accumulation Value – On the Contract Date, the Single	Contract Date – The date on which this Contract becomes
Premium less any premium tax, if applicable. At the end	effective.
of each day thereafter, the Accumulation Value equals	Contract Year – The period beginning on a Contract
the Accumulation Value as of the end of the preceding	Anniversary (or, in the first Contract Year only, beginning
day plus the interest, if any, pursuant to the Guaranteed	on the Contract Date) and ending on the day preceding the
Period Interest Rate, which is credited from the end of	next Contract Anniversary.
the previous day to the end of the current day, minus the	Death Benefit – The amount payable to the Beneficiary upon
amount of any Withdrawals or Surrender, adjusted for	death of any Owner (or, if the Owner is not a natural
any applicable Market Value Adjustment, and less any	person, upon the death of any Annuitant) prior to the
applicable Surrender Charge, at the end of the current	Annuity Commencement Date. See page 23 .
day on which the Withdrawal is taken or a Surrender	Endorsements – Attachments to this Contract that add,
occurs. See page 16 .	change or supersede its terms or provisions.
Annuitant – The individual designated by you and upon	Guarantee Period – A period equal to one or more Contract
whose life Annuity Payments will be based. There may	Years during which the Guarantee Period Interest Rate we
be two Annuitants. See page 14 .	declare is guaranteed to be credited to the Accumulation
Annuity Commencement Date – The date on which Annuity	Value. See page 17 .
Payments commence.	Guarantee Period Interest Rate – The effective annual
Annuity Payments – Periodic payments made by us to you	interest rate that we will credit to the Accumulation Value
or, subject to our consent in the event the payee is not a	for a specified Guaranteed Period. The rate for each
natural person, to a payee designated by you.	Guarantee Period will be declared in advance by us, and,
Annuity Plan – An option elected by you, or the contractually	except as otherwise provided in the Contract, will apply
designated default option if none is elected, that	for the duration of the Guarantee Period. See page 17 .
determines the frequency, duration and amount of the	Hospital or Nursing Home – A hospital or skilled care or
Annuity Payments. See page 25 .	intermediate care nursing facility, operating as such
Beneficiary – The individual or entity you select to receive	according to applicable law and at which medical
the Death Benefit. See page 14 .	treatment is available on a daily basis. This does not
Business Day –Any day that the New York Stock Exchange	include a rest home or other facility whose primary
(NYSE) is open for trading, exclusive of federal holidays,	purpose is to provide accommodations, board or personal
or any day the Securities and Exchange Commission	care services to individuals who do not need medical or
(SEC) requires that mutual funds, unit investment trusts	nursing care. See page 12 .
or other investment portfolios be valued.	Initial Guarantee Period – The Guarantee Period selected by
Cash Surrender Value – The amount you receive upon	you for the Single Premium. See page 17 .
Surrender of this Contract, which equals the	Initial Guarantee Period Interest Rate – The Guarantee
Accumulation Value, as adjusted for any applicable	Period Interest Rate that we will credit to the
Market Value Adjustment, minus any applicable	Accumulation Value for the Initial Guarantee Period. See
Surrender Charges. See page 21 .	page 17 .
Code – The Internal Revenue Code of 1986, as amended.	Interest Withdrawal Amount – The interest earned, if any,
Company, we, our or us – ING Life Insurance and Annuity	during the prior 12 months and not previously withdrawn.
Company, a stock company domiciled in Connecticut.	We will waive the Market Value Adjustment and
See page 10 .	Surrender Charge on the portion of a Withdrawal
Company Death Benefit Rate – The effective annual interest	representing an Interest Withdrawal Amount. If you
rate that we will credit to the Death Benefit from the date	subsequently Surrender your Contract, any Market Value
of death until the Death Benefit is paid. See page 23 .	Adjustments and Surrender Charges previously waived as
Contingent Annuitant – The individual who is not an	a result of any Interest Withdrawal Amounts taken in the
Annuitant and will become the Annuitant if all named	same Contract Year as the Surrender will be deducted
Annuitants die prior to the Annuity Commencement Date	from, or if applicable, added to the Accumulation Value.
and the Death Benefit is not otherwise payable. See page	Additionally, we will apply the current Market Value
14 .	Adjustment and Surrender Charge at the time of the
Contract – This single premium modified guaranteed annuity	Surrender. See pages 12 and 18 , respectively.
contract.	Irrevocable Beneficiary – A Beneficiary whose rights and
Contract Anniversary – The same day and month each year	interests under this Contract cannot be changed without
as the Contract Date. If the Contract Date is February	his, her or its consent. See page 14 .
29^th, in non-leap years, the Contract Anniversary shall be	Joint Owner – An individual who, along with another
March 1^st.	individual Owner, is entitled to exercise the rights
6

</R>

<R>

incident to ownership. Both Joint Owners must agree to	of death; or (4) any other proof that we deem in our sole
any change or the exercise of any rights under the	discretion to be satisfactory to us. See page 23 .
Contract. The Joint Owner may not be an entity and may	Qualifying Medical Professional – A legally licensed
not be named if the Owner is an entity. See page 14 .	practitioner of the healing arts who: (1) is acting within
Market Value Adjustment (MVA) – An adjustment to	the scope of his or her license; (2) is not a resident of your
certain Withdrawals or a Surrender that may increase,	household or that of the Annuitant; and (3) is not related
decrease or have no impact on the amount paid to you.	to you or the Annuitant by blood or marriage.
See page 18 . Additionally, the MVA will apply to the	Right to Examine and Return this Contract – The period of
Accumulation Value on the date of death in regard to the	time during which you have the right to return the
Death Benefit, or the date the Accumulation Value is	Contract for any reason, or no reason at all, and receive
applied to an Annuity Plan, but only if the MVA is	the Accumulation Value, adjusted for any Market Value
positive and would result in an increase to the	Adjustment, which may be more or less than the Single
Accumulation Value. See pages 23 and 25 ,	Premium paid. See page 27 .
respectively. A Surrender Charge may also apply to	Single Premium – The single payment you make to us to put
certain Withdrawals or to a Surrender. See page 12 .	this Contract into effect. See page 15 .
Notice to Us – Notice made in a form that: (1) is approved by,	Surrender – A transaction in which the entire Cash Surrender
or is acceptable to, us; (2) has the information and any	Value is taken from the Contract. See page 21 .
documentation we determine in our discretion to be	Surrender Charge – A charge applied to certain Withdrawals
necessary to take the action requested or exercise the right	and to a Surrender during the Initial Guarantee Period and
specified; and (3) is received by us at our Customer	will reduce the amount paid to you. See page 12 . A
Service Center at the address specified on page 1. Under	Market Value Adjustment may also apply to certain
certain circumstances, we may permit you to provide	Withdrawals and to a Surrender and increase, decrease or
Notice to Us by telephone or electronically.	have no impact on the amount paid to you. See page
Owner – The individual (or entity) who is entitled to exercise	18 .
the rights incident to ownership. The terms “you” or	Terminal Condition – An illness or injury that results in a life
“your,” when used in this prospectus, refer to the Owner.	expectancy of twelve months or less, as measured from
See page 13 .	the date of diagnosis by a Qualifying Medical
Proof of Death – The documentation we deem necessary to	Professional.
establish death including, but not limited to: (1) a certified	Withdrawal – A transaction in which only a portion of the
copy of a death certificate; (2) a certified copy of a	Cash Surrender Value is taken from the Contract. See
statement of death from an attending physician; (3) a	page 21 .
finding of a court of competent jurisdiction as to the cause

</R>

Summary – Contract Charges and Risk Factors

Surrender Charges

You will pay no charges in buying or owning the Contract. A Surrender Charge will apply to certain Withdrawals and to a Surrender, but only during the Guarantee Period you select for the Single Premium (which we refer to as the Initial Guarantee Period), according to the schedule below. The rate of the Surrender Charge is a percentage of the Accumulation Value being withdrawn that diminishes each Contract Year. The length of time the Surrender Charge will apply varies with the duration of the Initial Guarantee Period. The Surrender Charge is deducted from the Accumulation Value.

<R>


Guarantee				Surrender Charge Schedule – Contract Year
Period	1	2	3	4	5	6	7	8	9	10
3	8%	7%	6%	0	0	0	0	0	0	0
4	8%	7%	6%	5%	0	0	0	0	0	0
5	8%	7%	6%	5%	4%	0	0	0	0	0
6	8%	7%	6%	5%	4%	3%	0	0	0	0
7	8%	7%	6%	5%	4%	3%	2%	0	0	0
8	8%	7%	6%	5%	4%	3%	2%	1%	0	0
9	8%	7%	6%	5%	4%	3%	2%	1%	0	0
10	8%	7%	6%	5%	4%	3%	2%	1%	0	0

</R> <R>

The Surrender Charge schedule does not restart when your Contract renews into another Guarantee Period. You will pay no Surrender Charge once the Surrender Charge is zero after the first time your Contract renews into another Guarantee Period. We will deduct any Surrender Charge after the MVA is applied. See page 18 . A charge for premium taxes may also be deducted. See page 13 .

</R>

Risk Factors

<R>

Purchasing the Contract involves certain risks as noted below. You should also carefully consider your personal tax situation before you purchase a Contract. See page 32 for a general discussion of the U.S. federal income tax treatment of the Contract

Liquidity Risk – The Contract is designed for long-term investment and should be held for the length of the Initial Guarantee Period or the Guarantee Period, as applicable. The Interest Withdrawal Amount provides some liquidity. However, if you withdraw more than the Interest Withdrawal Amount, a Surrender Charge may apply during the Initial Guarantee Period, which in combination with the Market Value Adjustment, could result in the loss of principal and earnings. Because the Contract provides only limited liquidity during the Surrender Charge period, it is not suitable for short-term investment.

You may request a Withdrawal or Surrender the Contract by providing Notice to Us at any time prior to the Annuity Commencement Date. Notice to Us that is received before the close of business on any Business Day will be processed the same day; otherwise, the Withdrawal or Surrender will be taken as of the close of business on the next Business Day. We will generally pay the Cash Surrender Value within 7 days of receipt of Notice to Us. We reserve the right in the Contract to defer paying a Withdrawal or the Cash Surrender Value for up to 6 months after we receive your request, contingent upon written approval of the insurance supervisory official in the jurisdiction in which the Contract is issued.

Surrender Charge Risk during the Initial Guarantee Period – A Surrender Charge may apply to certain Withdrawals or a Surrender during the Initial Guarantee Period only. The Surrender Charge is designed to recover the costs we incur in selling the Contract if you request a Withdrawal or Surrender that is too early. Any Surrender Charge, in combination with the Market Value Adjustment, could result in the loss of principal and earnings. You bear the risk that you may receive less than your Single Premium.

Interest Rate Risk and the Market Value Adjustment – The declared interest rate the Company offers may be as low as 0% for some Contracts. A Market Value Adjustment will apply to certain Withdrawals or a Surrender prior to the end of any Guarantee Period. See page 18 . We use the M V A to protect us from the risk that we will suffer a loss should we need to liquidate the investments we use to support the Guarantee Period Interest Rate in order to pay you the amount requested. The M V A may be negative, positive or result in no change. The MVA is generally

</R>

<R>

negative when interest rates in the current market are higher than at the beginning of the Guarantee Period. At the time of any transaction involving the Contract, in the event that interest rates in the current market are higher, you bear the risk that you may receive less than your Single Premium.

Investment Risk – The Contract’s investment risk and return characteristics are similar to those of a zero coupon bond or certificate of deposit. See page 11 . Accumulation Value maintained through the end of a Guarantee Period provides a fixed rate of return. The Company guarantees principal and credited interest only when held for the length of the Initial Guarantee Period or the Guarantee Period, as applicable. Otherwise, a Surrender Charge may apply, which in combination with the Market Value Adjustment, could result in the loss of principal and earnings. You bear the risk that you may receive less than your Single Premium.

</R>

ING Life Insurance and Annuity Company

Organization and Operation
ING Life Insurance and Annuity Company issues the Contracts described in this prospectus and is responsible for providing each
Contract’s insurance and annuity benefits. We are a direct, wholly owned subsidiary of Lion Connecticut Holdings Inc.

We are a stock life insurance company organized under the insurance laws of the State of Connecticut in 1976 and an indirect wholly
owned subsidiary of ING Groep N.V. (“ING”), a global financial institution active in the fields of insurance, banking and asset
management. Through a merger, our operations include the business of Aetna Variable Annuity Life Insurance Company (formerly
known as Participating Annuity Life Insurance Company, an Arkansas life insurance company organized in 1954). Prior to January 1,
2002, the Company was known as Aetna Life Insurance and Annuity Company.

We are engaged in the business of issuing life insurance and annuities. Our principal executive offices are located at:

One Orange Way
Windsor, Connecticut 06095-4774

<R>

Regulatory Matters - the Company and the Industry
As with many financial services companies, the Company and its affiliates have received 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 financial services industry. In each case, the Company and its affiliates have been and are
providing full cooperation.

     Insurance and Retirement Plan Products and Other Regulatory Matters
     Federal and state regulators, and self-regulatory agencies, are conducting broad inquiries and investigations involving the
insurance and retirement industries. These initiatives currently focus on, among other things, compensation, revenue sharing, and
other sales incentives; potential conflicts of interest; sales and marketing practices (including sales to seniors); specific product types
(including group annuities and indexed annuities); and disclosure. The Company and certain of its U.S. affiliates have received formal
and informal requests in connection with such investigations, and have cooperated and are cooperating fully with each request for
information. Some of these matters could result in regulatory action involving the Company. These initiatives also may result in new
legislation and regulation that could significantly affect the financial services industry, including businesses in which the Company is
engaged. In light of these and other developments, U.S. affiliates of ING, including the Company, periodically review whether
modifications to their business practices are appropriate.

     Investment Product Regulatory Issues
     Since 2002, there has been increased governmental and regulatory activity relating to mutual funds and variable insurance
products. This activity has primarily focused on inappropriate trading of fund shares; directed brokerage; compensation; sales
practices, suitability, and supervision; arrangements with service providers; pricing; compliance and controls; adequacy of disclosure;
and document retention.

In addition to responding to governmental and regulatory requests on fund trading issues, ING management, on its own initiative,
conducted, through special counsel and a national accounting firm, an extensive internal review of mutual fund trading in ING
insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those
products by third parties or by ING investment professionals and other ING personnel.

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within
the variable insurance and mutual fund products of certain affiliates of the Company, and identified other circumstances where
frequent trading occurred despite measures taken by ING intended to combat market timing. Each of the arrangements has been
terminated and disclosed to regulators, to the independent trustees of ING Funds (U.S.) and in Company reports previously filed with
the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended.

Action has been or may be taken by regulators with respect to certain ING affiliates before investigations relating to fund trading are
completed. The potential outcome of such action is difficult to predict but could subject certain affiliates to adverse consequences,
including, but not limited to, settlement payments, penalties, and other financial liability. It is not currently anticipated, however, that
the actual outcome of any such action will have a material adverse effect on ING or ING’s U.S. based operations, including the
Company.

</R>

ING has agreed to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its
employees or from ING’s internal investigation, any investigations conducted by any governmental or self-regulatory agencies,
litigation or other formal proceedings, including any proceedings by the SEC. Management reported to the ING Funds Board that
ING management believes that the total amount of any indemnification obligations will not be material to ING or ING’s U.S. based
operations, including the Company.

Separate Account
We allocate to a separate account the Single Premium you make to put this Contract into effect, which we refer to as the Guaranteed
Annuity Account. The Guaranteed Annuity Account, or GAA, is a nonunitized separate account, which means there are no discrete
units of ownership of the assets of GAA. We own the assets held in GAA. We are not the trustee of these assets. The income, gains
and losses, realized or unrealized, from the assets of GAA shall be credited to or charged against the separate account, without regard
to other income, gains or losses of ING Life Insurance and Annuity Company. The assets of GAA, equal to the reserves and other
contract liabilities with respect to the separate account, shall not be chargeable with liabilities arising out of any other business of ING
Life Insurance and Annuity Company.

We established and administer GAA according to Section 38a-433 of the Connecticut General Statutes and its related regulations that
are applicable. Although the offering of the Contract is registered with the SEC under the Securities Act of 1933, as amended, we are
not required to also register this separate account with the SEC under the Investment Company Act of 1940, as amended.

We intend to invest primarily in investment-grade fixed income securities, including:

	Securities issued by the U.S. government;
	Issues of U.S. government agencies or instrumentalities (these issues may or may not be guaranteed by the U.S.
	government.
	Debt securities that have an investment grade, at the time of purchase, within the four highest grades assigned by
	Moody’s Investors Services, Inc. (Aaa, Aa, A or Baa), Standard & Poor’s Corporation (AAA, AA, A or BBB) or
	any other nationally recognized rating service;
	Other debt instruments, including those issued or guaranteed by banks or bank holding companies, and of
	corporations, which although not rated by Moody’s, Standard & Poor’s, or other nationally recognized rating
	services, are deemed by the Company’s management to have an investment quality comparable to securities that
	may be purchased as stated above; or
	Commercial paper, cash or cash equivalents, and other short-term investments having a maturity of less than one
	year that are considered by the Company’s management to have investment quality comparable to securities,
	which may be purchased as stated above.

<R>

We may invest in futures and options. We purchase financial futures, related options and options on securities solely for non-
speculative hedging purposes. Should securities prices be expected to decline, we may sell a futures contract or purchase a put option
on futures or securities to protect the value of securities held in or to be sold for GAA. Similarly, if securities prices are expected to
rise, we may purchase a futures contract or a call option against anticipated positive cash flow or may purchase options on securities.

We are not obligated to invest the assets attributable to the Contract according to any particular strategy, except as required by
Connecticut and other state insurance laws. The Initial Guarantee Period Interest Rate and Guarantee Period Interest Rate we declare
may not necessarily relate to the performance of GAA.

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 non-qualified annuity product design, administration, and investments that are conditions for
beneficial tax treatment of such products under the Internal Revenue Code. (See page 32 for further discussion of some of these
requirements.) Failure to administer certain non-qualified contract features (for example, contractual annuity start dates in non-
qualified 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.

Charges

You pay no charges in buying or owning the Contract. A Surrender Charge may apply to a Withdrawal or upon Surrender of the
Contract. A charge for premium taxes may also be deducted.

</R>

Surrender Charge
During the Initial Guarantee Period only, a Surrender Charge may be deducted from the portion of the Accumulation Value being
withdrawn in the following events:

	A Withdrawal during the Initial Guarantee Period in an amount that is greater than the interest earned, if any,
	during the prior 12 months and not previously withdrawn, which we refer to as the Interest Withdrawal Amount;
	or
	A Surrender of the Contract that occurs outside of the 30-day period following the end of the Initial Guarantee
	Period.

The Surrender Charge is designed to recover the costs we incur in selling the Contract if you request a Withdrawal or Surrender that is
too early. The rate of the Surrender Charge is a percentage of the Accumulation Value being withdrawn that diminishes each Contract
Year. The length of time the Surrender Charge will apply varies by the duration of the Initial Guarantee Period. The Surrender
Charge is deducted from the Accumulation Value, after the MVA, according to the below schedule:

<R>


Guarantee				Surrender Charge Schedule – Contract Year
Period	1	2	3	4	5	6	7	8	9	10
3	8%	7%	6%	0	0	0	0	0	0	0
4	8%	7%	6%	5%	0	0	0	0	0	0
5	8%	7%	6%	5%	4%	0	0	0	0	0
6	8%	7%	6%	5%	4%	3%	0	0	0	0
7	8%	7%	6%	5%	4%	3%	2%	0	0	0
8	8%	7%	6%	5%	4%	3%	2%	1%	0	0
9	8%	7%	6%	5%	4%	3%	2%	1%	0	0
10	8%	7%	6%	5%	4%	3%	2%	1%	0	0

</R>

The Surrender Charge schedule will only apply to the Initial Guarantee Period and does not restart when your Contract renews into
another Guarantee Period.

No Surrender Charge applies to:

	The Interest Withdrawal Amount, which is the maximum amount you may withdraw without incurring a
	Surrender Charge;
	¡ IMPORTANT NOTE: If you subsequently Surrender your Contract, any Surrender Charges previously
	waived as a result of any Interest Withdrawal Amounts taken in the same Contract Year as the Surrender
	will be deducted from the Accumulation Value.
	Payment of the Death Benefit;
	The commencement of Annuity Payments that begin after the first Contract Year; or
	Any Withdrawal or Surrender after the Initial Guarantee Period ends.

àExplanatory Example:
A Contract is purchased with $30,000 of Single Premium. The Initial Guarantee Period is five years with an annual effective
rate of 3% (which we refer to as the Initial Guarantee Period Interest Rate). After three Contract Years, the Accumulation
Value equals $32,782 of which $955 (3% interest on $31,827, accumulated over the prior 12 months) is available at the end
of the third Contract Year to withdraw without incurring Surrender Charges.

The Contract has a waiver of Surrender Charge for Extended Medical Care or a Terminal Condition. Extended Medical Care means
confinement in a Hospital or Nursing Home prescribed by a Qualifying Medical Professional. Terminal Condition means an illness or
injury that results in a life expectancy of 12 months or less, as measured from the date of diagnosis by a Qualifying Medical
Professional. For purposes of this waiver:

	A Hospital or Nursing Home is defined as a hospital or a skilled care or intermediate care nursing facility:
	¡Operating as such according to applicable law; and
	¡At which medical treatment is available on a daily basis.
	è A Hospital or Nursing Home does not include a rest home or other facility whose primary purpose is to
	provide accommodations, board or personal care services to individuals who do not need medical or
	nursing care.
	A Qualifying Medical Professional is defined as a legally licensed practitioner of the healing arts who:
	¡Is acting within the scope of his or her license;

	¡Is not a resident of your household or that of the Annuitant; and
	¡Is not related to you or the Annuitant by blood or marriage.

To qualify for a waiver as a result of Extended Medical Care:

	You (or any Annuitant, if the Owner is a non-natural person) begin receiving Extended Medical Care on or after
	the first Contract Anniversary and receive such Extended Medical Care for at least 45 days during any continuous
	60-day period; and
	Your request for a Surrender or Withdrawal, together with satisfactory proof of such Extended Medical Care,
	must be provided by Notice to Us during the term of such Extended Medical Care or within 90 days after the last
	day that you received Extended Medical Care.

To qualify for a waiver as a result of a Terminal Condition:

	You (or any Annuitant, if the Owner is a non-natural person) must first be diagnosed by a Qualifying Medical
	Professional as having a Terminal Condition on or after the first Contract Anniversary; and
	Your request for a Surrender or Withdrawal, together with satisfactory proof of such Terminal Condition, must be
	provided by Notice to Us.

<R>

We require the proof of Extended Medical Care or a Terminal Condition to be in writing and, where applicable, attested to by a
Qualifying Medical Professional. We reserve the right in the Contract to require a secondary medical opinion by a Qualifying
Medical Professional of our choosing. We will pay for any such secondary medical opinion.

Any Withdrawal or Surrender of the Contract that is eligible for waiver of the Surrender Charges as a result of Extended Medical Care
or a Terminal Condition will remain subject to the MVA, as applicable. See page 18 .

Premium Tax and Other Taxes
In certain states, the Single Premium you pay for the Contract is subject to a premium tax. A premium tax is generally any tax or fee
imposed or levied on us by any state government or political subdivision thereof in consideration of your Single Premium received by
us. Currently, the premium tax ranges from zero to 3.5%, depending on your state of residence. We reserve the right in the Contract
to recoup the amount of any premium tax from the Accumulation Value, adjusted for any MVA, if and when:

</R>

	The premium tax is incurred by us; or
	The Accumulation Value is applied to an Annuity Plan on the Annuity Commencement Date.

<R>

We reserve the right in the Contract to change the amount we charge for the premium tax if you change your state of residence. We
do not expect to incur any other tax liability attributable to the Contract. We also reserve the right to charge for any other taxes as a
result of any changes in applicable law.

The Annuity Contract

The Contract described in this prospectus is a single premium deferred modified guaranteed annuity contract. The Contract is non-
participating, which means it will not pay dividends resulting from any of the surplus or earnings of the Company. The Contract
consists of any attached application, amendment or Endorsements that are issued in consideration of the Single Premium paid. We
urge you to read the Contract, which details your rights as the Owner. The Contract provides a means for you to allocate the Single
Premium to a Guarantee Period (which we refer to as the Initial Guarantee Period). A Guarantee Period is equal to one or more
Contract Years during which a declared Guarantee Period Interest Rate is guaranteed to be credited to the Single Premium or
Accumulation Value, as applicable. Initial Guarantee Periods of 3 to 10 years are currently available (3, 4, 5, 6 etc.) for the Single
Premium. At the end of the Initial Guarantee Period, the Contract will automatically renew into another Guarantee Period, until you
give us alternative instructions. The Guarantee Periods available for renewals, where permitted, are limited to 1 year. For Contracts
issued in Illinois, no renewals are permitted. See pages 17 and 25.

Owner
The Owner is the individual (or entity) entitled to exercise the rights incident to ownership. The Owner may be an individual or a
non-natural person (e.g., a corporation or trust). We require the Owner to have an insurable interest in the Annuitant. See page
27 . Two individuals may own the Contract, which we refer to as Joint Owners. Joint Owners must agree to any changes or
exercise of the rights under the Contract. The Death Benefit becomes payable if any Owner dies prior to the Annuity Commencement
Date. If the Owner is a non-natural person, the Death Benefit becomes payable if any Annuitant dies prior to the Annuity
Commencement Date. See page 23 . We will pay the Death Benefit to the Beneficiary (see below).

</R>

<R>

Joint Owner
For Contracts purchased with after-tax money, which we refer to as non-qualified Contracts, Joint Owners may be named in a written
request to us at any time before the Contract is in effect. A Joint Owner may not be an entity, however, and may not be named if the
Owner is an entity. In the case of Joint Owners, all Owners must agree to any change or exercise of the rights under the Contract. All
other rights of ownership must be exercised jointly by both Owners. Joint Owners own equal shares of any benefits accruing or
payments made to them. In the case of Joint Owners, upon the death of a Joint Owner, we will designate the surviving Joint Owner as
the Beneficiary, and the Death Benefit is payable. See page 23 . This Beneficiary change will override any previous Beneficiary
designation. All rights of a Joint Owner terminate upon the death of that Owner, so long as the other Joint Owner survives, and the
deceased Joint Owner’s entire interest in the Contract will pass to the surviving Joint Owner. The Death Benefit is either payable to
the surviving Joint Owner, or in the case of a surviving Joint Owner who is the spouse of the deceased Joint Owner, will be payable if
the surviving Joint Owner dies prior to the Annuity Commencement Date. See page 23 .

Annuitant and Contingent Annuitant
The Annuitant is the individual upon whose life the Annuity Payments are based. The Annuitant must be a natural person, who is
designated by you at the time the Contract is issued. There may be two Annuitants. If you do not designate the Annuitant, the Owner
will be the Annuitant. In the case of Joint Owners, we will not issue a Contract if you have not designated the Annuitant. If the Owner
is a non-natural person, an Annuitant must be named. We require the Owner to have an insurable interest in the Annuitant. See page
27 .

You may name a Contingent Annuitant. A Contingent Annuitant is the individual who will become the Annuitant if the named
Annuitant dies prior to the Annuity Commencement Date.

Neither the Annuitant nor the Contingent Annuitant can be changed while he or she is still living. Permitted changes to the Annuitant:

</R> <R>

	If the Owner is an individual, and the Annuitant dies before the Annuity Commencement Date, the Contingent
	Annuitant, if any, will become the Annuitant, if two Owners do not exist.
	Otherwise, the Owner will become the Annuitant if the Owner is a natural person.
	If two individual Owners exist, the youngest Owner will become the Annuitant.
	The Owner, or joint Owners, must name an individual as the Annuitant if the Owner is age 85 or older as of the
	date of the Annuitant’s death. We require the Owner to have an insurable interest in the Annuitant. See page
	27 .

</R>

If the Owner is a non-natural person, and any Annuitant dies before the Annuity Commencement Date, we will pay the Death Benefit
to the designated Beneficiary (see below). There are different distribution requirements under the Code for paying the Death Benefit
on a Contract that is owned by a non-natural person. You should consult your tax adviser for more information if the Owner is a non-
natural person.

Beneficiary
The Beneficiary is the individual or entity designated by you to receive the Death Benefit. The Beneficiary may become the successor
Owner if the Owner, who is a spouse, as defined under U.S. federal law, dies before the Annuity Commencement Date. The Owner
may designate a Contingent Beneficiary, who will become the Beneficiary if all primary Beneficiaries die before any Owner (or any
Annuitant if the Owner is a non-natural person). The Owner may designate one or more primary Beneficiaries and Contingent
Beneficiaries. The Owner may also designate any Beneficiary to be an Irrevocable Beneficiary. An Irrevocable Beneficiary is a
Beneficiary whose rights and interest under the Contract cannot be changed without the consent of such Irrevocable Beneficiary.

Payment of the Death Benefit to the Beneficiary:

	We pay the Death Benefit to the primary Beneficiary (unless there are Joint Owners, in which case the Death
	Benefit is paid to the surviving Owner(s)).
	If all primary Beneficiaries die before any Annuitant or any Owner, as applicable, we pay the Death Benefit to
	any Contingent Beneficiary.
	If there is a sole natural Owner and no surviving Beneficiary (or no Beneficiary is designated), we pay the Death
	Benefit to the Owner’s estate.
	If the Owner is not a natural person and all Beneficiaries die before the Annuitant (or no Beneficiary is
	designated), the Owner will be deemed to be the primary Beneficiary.
	One or more individuals may be a Beneficiary or Contingent Beneficiary.
	In the case of more than one Beneficiary, we will assume any Death Benefit is to be paid in equal shares to all
	surviving Beneficiaries in the same class (primary or contingent), unless you provide Notice to Us directing
	otherwise.

We will deem a Beneficiary to have predeceased the Owner if:

	The Beneficiary died at the same time as the Owner;
	The Beneficiary died within 24 hours after the Owner’s death; or
	There is insufficient evidence to determine that the Beneficiary and Owner died other than at the same time.

<R>

The Beneficiary may decide how to receive the Death Benefit, subject to the distribution requirements under Section 72(s) of the
Code. You may restrict a Beneficiary’s right to elect an Annuity Plan or receive the Death Benefit in a single lump-sum payment.

Change of Owner or Beneficiary
You may transfer ownership of a non-qualified Contract before the Annuity Commencement Date. We require any new Owner to
have an insurable interest in the Annuitant. See page 23 . You have the right to change the Beneficiary unless you have designated
such person as an Irrevocable Beneficiary at any time prior to the Annuity Commencement Date. Notice to Us is required for any
changes pursuant to the Contract. Any such change will take effect as of the date Notice to Us is received and not affect any payment
made or action taken by us before recording the change. A change of Owner likely has tax consequences. See page 32 for more
information.

Contract Purchase Requirements
We will issue a Contract so long as the Annuitant and the Owner (if a natural person) are age 80 or younger at the time of application.
An insurable interest must exist at the time we issue the Contract. In purchasing the Contract, you will represent and acknowledge
that the Owner has an insurable interest in the Annuitant. We require the agent/registered representative to confirm on the application
that the Owner has an insurable interest in the Annuitant. Insurable interest means the Owner has a lawful and substantial economic
interest in the continued life of the Annuitant. See page 27 .

The payment (which we refer to as the Single Premium) for non-qualified (purchased with after-tax money) Contracts must be at least
$10,000, and the Single Premium for qualified (purchased with pre-tax money) Contracts must be at least $5,000. We will accept as
the Single Premium payments from multiple sources involving transfers and exchanges identified on the application and received no
more than 45 days after our receipt of the application. In the case of multiple transfers and exchanges, the Contract Date will be the
weighted average of when each payment is received:

</R>

àIllustrative Example
Three transfers are indicated on the application. We receive the first transfer, in the amount of $10,000, on January 16, 2009.
We receive the second transfer, in the amount of $6,000, on February 12, 2009. We receive the third transfer, in the amount
of $5,000, on February 15, 2009.

Step 1 is to determine the date differences, using the date of the first transfer received as day 0 and calculating the number of
days between the first transfer and the subsequent transfers. We received the second transfer 27 days after January 16, 2009.
We received the third transfer 30 days after January 16, 2009.

Step 2 is to weight the days by the amount of each transfer received. The calculation for this purpose equals the sum of the
amount of each transfer multiplied by the number of days difference between the first transfer and the subsequent transfer,
and divided by the sum of the amount of each transfer, as follows:

(10,000 * 0) + (6,000 * 27) + (5,000* 30) = 312,000	= 14.85714 days, rounded to 15 days, as the
10,000 + 6,000 + 5,000 = 21,000	weighted average

Step 3 is to add the weighted average additional days to the date the first transfer was received, which in this case is January
16, 2009. January 16, 2009 plus 15 days results in the Contract Date of January 31, 2009 in this example.

We may refuse to accept certain forms of payment (e.g., travelers’ checks). We may also require information as to why a particular
form of payment was used (e.g., third party checks), and the source of the funds, before we decide to accept it. We will not issue a
Contract when you use an unacceptable form of payment. We will return to the source any payments we determine to be
unacceptable.

If your Single Premium payment was transmitted by wire order from your agent/registered representative (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
will follow depends on whether your state or agent/registered representative (broker-dealer) requires a paper application to issue the
Contract.

	If an application is required, we will issue the Contract along with a Contract acknowledgement and delivery
	statement, but we reserve the right to void the Contract if we are not in receipt of a properly completed
	application within 5 days of receiving the Single Premium. We will refund the Accumulation Value plus any
	charges we deducted, and the Contract will be voided. We will return the Single Premium when required.
	When an application is not required, we will issue the Contract along with a Contract acknowledgement and
	delivery statement. We require you to execute and return the Contract acknowledgement and delivery statement.
	Until you do, we will require a signature guarantee, or notarized signature, on certain transactions prior to
	processing.

Our prior approval is required for a Single Premium that would cause the Accumulation Value of all annuities you maintain with us to
exceed $1,000,000.

Availability of the Contract
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 if:

	You are looking for a short-term investment;
	You cannot risk getting back an amount less than your initial investment; or
	Your assets are in a plan that already provides for tax-deferral and you can identify no other benefits in
	purchasing this Contract.

<R>

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, you
should determine whether your existing contract will be subject to any fees or penalties upon termination of such contract.
You should also compare the fees and charges, coverage provisions and limitations, if any, of your existing contract to this
Contract.

Individual Retirement Accounts, or 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, which other plans may not provide. You should not purchase a
qualified Contract unless you want these other features and benefits, taking into account their cost. See page 35 for more
information.

Crediting of Premium Payments
We will process your Single Premium within 2 Business Days of receipt and allocate it according to the instructions you specify, SO
LONG AS the application and all information necessary for processing the Contract is complete.

In the event that your application is incomplete for any reason, we are permitted to retain your Single Premium for up to 5 Business
Days while attempting to complete it. If the application cannot be completed during this time, we will inform you of the reasons for
the delay. We will also return the Single Premium promptly. Alternatively, you may direct us to hold the Single Premium, which we
will place in a non-interest bearing account until the application is completed. Once you complete the application, we will process
your Single Premium within 2 Business Days and allocate it to the Guarantee Period that you have specified.

Accumulation Value
On the Contract Date, the Accumulation Value equals the Single Premium less any premium tax. We calculate the Accumulation
Value at the end of each day thereafter:

</R> <R>

	Accumulation Value as of the end preceding of the preceding day
	è Plus the interest, if any, pursuant to the Initial Guarantee Period Interest Rate or the Guarantee Period Interest
	Rate, as applicable (see below), to be credited from the end of the previous day to the end of the current day
	è Minus the amount of any Withdrawals or Surrender (see page 21 )
	è Adjusted for the MVA (see page 18 ) at the end of the current day on which the Withdrawal is taken or a
	Surrender occurs
	è Minus any Surrender Charges (see page 12 ) at the end of the current day on which the Withdrawal is taken
	or a Surrender occurs

</R>

Administrative Procedures
We may accept a request for Contract service in writing, by telephone, or other approved electronic means, subject to our

<R>

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. Please be advised that the risk of a
fraudulent transaction is increased with telephonic or electronic instructions (for example, a facsimile Surrender request form), even if
appropriate identifying information is provided.

Other Contracts
We and our affiliates offer various other products with different features and terms than the Contract. These products may have
different benefits, fees and charges, and may or may not better match your needs. Please consult your agent/registered representative
if you are interested in learning more information about these other products.

Guarantee Periods and Market Value Adjustment

Initial Guarantee Periods and Guarantee Periods for Renewals
A Guarantee Period is equal to one or more Contract Years during which a declared Guarantee Period Interest Rate is guaranteed to be
credited to the Single Premium or Accumulation Value, as applicable. The following Guarantee Periods are currently available:

</R> <R>

Initial Guarantee Periods	Guarantee Periods for Renewals
3 to 10 years	1 year
(3, 4, 5, 6 etc.)
è You select the Initial Guarantee Period for the Single	è We automatically apply the Accumulation Value to the
Premium.	1-year Guarantee Period at the end of the Initial Guarantee
	Period, or each succeeding Guarantee Period, as applicable.
¡ IMPORTANT NOTE: The Initial Guarantee Period is	¡ IMPORTANT NOTE: For Contracts issued in Illinois,
limited to 5 years or less if the Owner is age 76 to 80.	no renewals are permitted. See page 25 .

</R> <R>

You select the Guarantee Period for the Single Premium. You may only select one Guarantee Period to allocate the Single Premium
(which we refer to as the Initial Guarantee Period). At the end of the Initial Guarantee Period you selected for the Single Premium
, we automatically apply the Accumulation Value to the 1-year Guarantee Period,
unless your Contract is issued in Illinois (see below). With each renewal thereafter, we will continue to automatically apply your
Accumulation Value to successive Guarantee Periods, each lasting no more than one year, until you give us alternative
instructions.

For Contracts issued in Illinois, no Guarantee Periods for renewals are available because renewals are not permitted under the
Contract. At the end of the Initial Guarantee Period you selected for the Single Premium, you can apply the Accumulation Value plus
the MVA (only if the adjustment would be positive), less any premium tax owed, to an Annuity Plan. See page 25 . If you do not
elect an Annuity Plan, we will make a single lump-sum payment to you.

We may offer Guarantee Periods of different durations for the Initial Guarantee Periods. The Guarantee Periods available for
renewals, if available, are limited to 1 year each.

Initial Guarantee Period Interest Rate and Guarantee Period Interest Rate
Each of the Initial Guarantee Period Interest Rate and the Guarantee Period Interest Rate is the effective annual rate that we will credit
to the Accumulation Value when held for the duration of the Initial Guarantee Period and Guarantee Period, respectively. We credit
interest daily at a rate that yields the Initial Guarantee Period Interest Rate and the Guarantee Period Interest Rate for the Initial
Guarantee Period and the Guarantee Period, respectively. In the event of a Withdrawal, Surrender, the Death Benefit becomes
payable or you elect to receive Annuity Payments, interest, if any, will be credited to the portion of the Accumulation Value applied to
the transaction, including the day the transaction is processed. We will declare the Guaranteed Period Interest Rate in advance of the
applicable Guarantee Period. Your agent/registered representative should have the guaranteed rates of return currently available. You
can also find them out by contacting us. Our contact information appears on page 1. The Guarantee Period Interest Rate is guaranteed

</R>

<R>

to be no less than 0%, except for Contracts issued in Indiana, Maryland, North Carolina, Iowa and Washington, where the Guaranteed
Period Interest Rate is guaranteed to be greater than 0%, and is currently 0.25%.

We do not use a specific formula to set these guaranteed rates of interest. We determine the interest rates in our sole discretion. We
may, but are not required to consider, factors, including but not limited to the interest rate on the fixed income investments we use to
support our guarantees (in which you have no direct or indirect interest), regulatory and tax requirements, sales commissions and
administrative expenses borne by us, general economic trends and competitive factors. We cannot predict the level of future interest
rates.

Market Value Adjustment
A Market Value Adjustment (or MVA) will apply to certain Withdrawals or to a Surrender. Additionally, the MVA will apply to the
Accumulation Value on the date of death in regard to the Death Benefit, or the date the Accumulation Value is applied to an Annuity
Plan, but only if the adjustment would be positive and result in an increase to the Accumulation Value. We apply the MVA to the
Accumulation Value, before deducting any Surrender Charges, as follows:

</R>

	A Withdrawal in an amount that is greater than the interest earned, if any, during the prior 12 months and not
	previously withdrawn, which we refer to as the Interest Withdrawal Amount.
	If you request a Surrender, the MVA will be calculated on the total Accumulation Value.
	¡ IMPORTANT NOTE: If you subsequently Surrender your Contract, any MVA previously waived as a
	result of any Interest Withdrawal Amounts taken in the same Contract Year as the Surrender will be deducted
	from, or if applicable, added to the Accumulation Value prior to the application of the current MVA at the
	time of Surrender.
	In the event of a Death Benefit or commencement of Annuity Payments under an Annuity Plan, the MVA will
	apply to, and increase the Accumulation Value as a result, but only if positive. Any negative MVA is waived.

The MVA will not apply to:

	The Interest Withdrawal Amount; or
	A Withdrawal or Surrender that takes place during the 30-day period following the end of the Initial Guarantee
	Period or any such succeeding Guarantee Period.
	¡ IMPORTANT NOTE: If you subsequently Surrender your Contract, any MVA previously waived as a
	result of any Interest Withdrawal Amounts taken in the same Contract Year as the Surrender will be deducted
	from, or if applicable, added to the Accumulation Value prior to the application of the current MVA at the
	time of Surrender.

<R>

The MVA is determined by a mathematical formula that measures the changes in the interest rate environment since the beginning of
the Guarantee Period. We use the MVA to protect us from the risk that we will suffer a loss should we need to liquidate the
investments we use to support the Guarantee Period Interest Rate in order to pay you the amount requested. The MVA will generally
cause the Accumulation Value to be adjusted, either upward or downward, depending on whether interest rates in the market at that
time are higher or lower than when the Guarantee Period began. The MVA could also result in no adjustment to the Accumulation
Value. The MVA formula appears below followed by hypothetical examples illustrating both a negative and positive MVA.

The MVA may be negative, positive or result in no change. The MVA is generally negative when interest rates in the current market
are higher than at the beginning of the Guarantee Period (the Accumulation Value or Cash Surrender Value, as applicable, is adjusted
downward by the MVA Factor). The MVA is generally positive when the interest rates in the current market are lower than at the
beginning of the Guarantee Period (the Accumulation Value or Cash Surrender Value, as applicable, is adjusted upward by the MVA
Factor). The MVA Factor is a composite of index rates and corporate spreads with the values based on different external indexes, as
reported by a national quoting service. The index for the index rate is the Treasury Constant Maturity Series, as published by the
Federal Reserve. The corporate spread is based on the option adjusted spread (OAS) of the Barclays U.S. Aggregate Corporate Index.

We currently set the index rate and corporate spread once a week. We reserve the right in the Contract to set these values more
frequently. We also reserve the right in the Contract to substitute the index in the event the Treasury Constant Maturity Series or
Barclays U.S. Aggregate Corporate Index is no longer available. For Contracts issued in Indiana, Maryland, North Carolina, Iowa and
Washington, this right is subject to approval of the Interstate Insurance Product Regulation Commission.

The MVA Factor has a bias of 0.25%, which means the MVA formula is weighted in our favor, except in the following states. This
bias will cause the MVA Factor to be slightly more negative or less positive, as applicable. For Contracts issued in Indiana, Maryland,
North Carolina, Iowa and Washington, the MVA Factor does not have a bias. Also, the bias is zero during the Right to
Examine and Return this Contract. See page 27 .

</R>

MVA Formula

<R>

For Contracts issued in Indiana, Maryland, North Carolina, Iowa and Washington, and during the Right to Examine and Return this
Contract for all other Contracts:

</R> <R>

		n
	(1+a+i)	12
MVA Factor = [	( 1 +b + j )	] -1

</R> <R>

After the Right to Examine and Return this Contract has expired for Contracts issued outside of Indiana, Maryland, North Carolina,
Iowa and Washington:

</R>

	n
(1+a+i) ______	12
MVA Factor = [₍1 + b + j + 0.25% ₎] -1

Variables

a =	the index rate, determined at		Accumulation Value is		applied to an Annuity Plan,
	the beginning of the		applied to an Annuity Plan,		as applicable.
	Guarantee Period, based on		as applicable.
	time to maturity equal to the			n =	number of months (including
	Guarantee Period.	i =	value of the corporate spread		the current month) remaining
			index at the beginning of the		in the Guarantee Period,
b =	the index rate based on time		Guarantee Period.		determined on: the date of the
	to maturity equal to the				Withdrawal or Surrender; the
	number of years (including	j =	value of the corporate spread		date of death in regard to the
	the current year) remaining in		index determined on: the date		Death Benefit; or the date the
	the Guarantee Period,		of the Withdrawal or		Accumulation Value is
	determined on: the date of the		Surrender; the date of death		applied to an Annuity Plan,
	Withdrawal or Surrender; the		in regard to the Death		as applicable.
	date of death in regard to the		Benefit; or the date the
	Death Benefit; or the date the		Accumulation Value is

MVA Examples

The examples in the left-hand column below show the impact of the MVA on the Cash Surrender Value for both a Surrender
and Withdrawal. These examples assume Surrender of a Contract with $100,000 of Accumulation Value in the fourth
Contract Year of a 10-year Guarantee Period. The MVA factor and dollar amount of the MVA is determined by applying the
values indicated in the right-hand column below to the MVA formula above.

In addition to the MVA, the Accumulation Value in these examples is also subject to a 5% Surrender Charge. The dollar
amount of the Surrender Charge, as indicated to the left below, is deducted from the Accumulation Value after the MVA is
applied.


Illustrative Example #1 – Surrender

			èTheMVA is NEGATIVE when current values are higher
	*Negative*	*Positive*	than the values at the beginning of the Guarantee Period…
	*MVA*	*MVA*
Accumulation Value	$100,000	$100,000	a = 5.00%	j = 3.05%
			b = 5.35%	n = 84
MVA Factor	-3.49013%	0.32437%	i = 3.10%
MVA Amount	($3,490.13)	$324.37
			èTheMVA is POSITIVE when current values are lower than
Surrender Charge	($4,825.29)	($5,016.22)	the values at the beginning of the Guaranteed Period…
Cash Surrender
Value	$91,684.38	$95,308.16	a = 5.00%	j = 3.15%
			b = 4.65%	n = 84
			i = 3.10%

Illustrative Example #2 – Withdrawal of $20,000
Note: The first $5,000 withdrawn constitutes a Withdrawal of interest earned during the prior 12 months that is not previously
withdrawn (which we refer to as the Interest Withdrawal Amount). Consequently, a Surrender Charge is payable on, and the MVA is
applied to, $15,000, which is the amount by which the Withdrawal is greater than the Interest Withdrawal Amount (which we refer to
as an Excess Withdrawal).


			èTheMVA is NEGATIVE when current values are higher
	*Negative*	*Positive*	than the values at the beginning of the Guarantee Period…
	*MVA*	*MVA*
Accumulation Value	$100,000	$100,000	a = 5.00%	j = 3.05%
			b = 5.35%	n = 84
Withdrawal Amount	($20,000)	($20,000)	i = 3.10%
Interest Withdrawal	$5,000	$5,000	èTheMVA is POSITIVE when current values are lower than
Amount			the values at the beginning of the Guaranteed Period…
Excess Withdrawal	($15,000)	($15,000)
MVA Factor	-3.49013%	1.96439%	a = 5.00%	j = 3.15%
			b = 4.65%	n = 84
MVA Amount	($571.00)	$304.19	i = 3.10%
Surrender Charge	(789.47)	789.47
Portion of Cash	$21,360.48	$20,485.28
Surrender Value

Surrender and Withdrawals

Except under certain qualified Contracts, you may Surrender the Contract for the Cash Surrender Value, or make a Withdrawal of a
portion of the Accumulation Value any time before the earlier of:

	The date on which Annuity Payments begin; and
	The death of the Owner (or, if the Owner is not a natural person, the death of the Annuitant).

<R>

A Surrender or Withdrawal before the Owner or Annuitant, as applicable, reaches age 59 ½ may be subject to a U.S. federal income
tax penalty equal to 10% of the amount treated as income, for which you would be responsible. See page 32 for a general
discussion of the U.S. federal income tax treatment of the Contract, which discussion is not intended to be tax advice. You should
consult a tax adviser for advice about the effect of U.S. federal income tax laws, state laws or any other tax laws affecting the
Contract, or any transaction involving the Contract.

Cash Surrender Value
Upon a Surrender of the Contract, you will receive the full cash value of the Contract (which amount we refer to as the Cash Surrender
Value). We do not guarantee a minimum Cash Surrender Value. On any date during the Contract’s accumulation phase, we calculate
the Cash Surrender Value as follows:

</R> <R>

	The Accumulation Value
	è Adjusted by the Market Value Adjustment, if any
	¡ IMPORTANT NOTE: Any MVA previously waived as a result of any Interest Withdrawal Amounts
	taken in the same Contract Year as the Surrender will be deducted from, or if applicable, added to the
	Accumulation Value prior to the application of the current MVA at the time of Surrender. The MVA will
	not apply to a Surrender that takes place during the 30-day period following the end of the Initial Guarantee
	Period or any succeeding Guarantee Period.
	è Minus any Surrender Charges
	¡ IMPORTANT NOTE: Any Surrender Charges previously waived as a result of any Interest Withdrawal
	Amounts taken in the same Contract Year as the Surrender will be deducted from the Accumulation Value
	prior to the Surrender Charges applicable at the time of Surrender. No Surrender Charges will apply after
	the Initial Guarantee Period ends.

</R> <R>

To Surrender the Contract, you must provide Notice to Us of such Surrender. If we receive your Notice to Us before the close of
business on any Business Day, we will determine the Cash Surrender Value at the close of business on such Business Day; otherwise,
we will determine the Cash Surrender Value as of the close of the next Business Day. We will generally pay the Cash Surrender
Value within 7 days of receipt of Notice to Us of such Surrender. See page 26 .

</R>

Withdrawals
You may take a portion of the Accumulation Value from the Contract (which we refer to as a Withdrawal). To make a Withdrawal,
you must provide Notice to Us of such Withdrawal. If we receive your Notice to Us before the close of business on any Business
Day, we will determine the amount of the Accumulation Value at the close of business on such Business Day; otherwise, we will
determine the amount of the Accumulation Value as of the close of the next Business Day. A Withdrawal may be subject to a
Surrender Charge. The Surrender Charge is a percentage of and deducted from the Accumulation Value, after the MVA.

We currently offer the following Withdrawal options:

	Regular Withdrawals; and
	Systematic Withdrawals.

<R>

Regular Withdrawals and the Minimum Withdrawal Amount
After your Right to Examine and Return this Contract has expired (see page 27 ), you may make one or more regular Withdrawals.
Each Withdrawal must be a minimum of the lesser of:

</R> <R>

	$1,000;
	The Interest Withdrawal Amount; and
	The minimum distribution amount for qualified Contracts required by the Code (see page 35 ).
	¡ IMPORTANT NOTE: You will pay applicable Surrender Charges, if any, and the MVA will apply to any
	such Withdrawals that exceed the Interest Withdrawal Amount.

</R>

You are permitted to make regular Withdrawals regardless of whether you have previously elected, or continue to elect, to make
systematic Withdrawals. A Withdrawal will be deemed a Surrender and the Cash Surrender Value will be paid if, after giving effect
to such Withdrawal, the Cash Surrender Value remaining would be less than $2,500.

Systematic Withdrawals
You may choose to receive automatic systematic Withdrawal payments from the Accumulation Value, provided you are not making
IRA withdrawals (see “Withdrawals from Individual Retirement Annuities” below). You may take systematic Withdrawals monthly,
quarterly or annually. Systematic Withdrawals will incur Surrender Charges, and the MVA may apply, as applicable. There is no
additional charge for electing the systematic Withdrawal option.

If you are eligible for systematic Withdrawals, you must provide Notice to Us of the date on which you would like such systematic
Withdrawals to start. This date must be no earlier than 30 days after the Contract Date and no later than the 28^thday of the calendar
month. For a day that is after the 28^thday of the calendar month, the payment will be made on the first Business Day of the next
succeeding calendar month. Subject to these restrictions on timing, if you have not indicated a start date, your systematic Withdrawals
will be made starting on the next Business Day after your Contract Date at the frequency you have selected, which may be either
monthly, quarterly or annually. If the day on which a systematic Withdrawal is scheduled to occur is not a Business Day, the
Withdrawal will be made on the next succeeding Business Day.

The amount of your systematic Withdrawal can be expressed as either:

	A fixed dollar amount; or
	The interest earned, if any, during the prior 12 months not previously withdrawn, which we refer to as the
	Interest Withdrawal Amount.

<R>

The amount withdrawn by each systematic Withdrawal must be a minimum of $100.
You may change your systematic Withdrawal election once per Contract Year, except in a Contract Year during which you have
previously made a regular Withdrawal. You may cancel the systematic Withdrawal option at any time. You must provide Notice to
Us at least 7 days before the date of the next scheduled systematic Withdrawal to ensure such systematic Withdrawal and successive
systematic Withdrawals are not effected.

Surrender Charges on Systematic Withdrawals
Systematic Withdrawals will incur Surrender Charges, unless you elect to limit the amount of your systematic Withdrawals to the
Interest Withdrawal Amount. In the event that a systematic Withdrawal incurs a Surrender Charge, we will deduct the Surrender
Charge from the Accumulation Value.

</R>

<R>

Market Value Adjustments on Systematic Withdrawals
A Market Value Adjustment will apply to systematic Withdrawals, unless you elect to limit the amount of your systematic
Withdrawals to the Interest Withdrawal Amount. In the event that a systematic Withdrawal is subject to the MVA, we will apply the
MVA to the Accumulation Value prior to deducting applicable Surrender Charges, if any.

Withdrawals from Individual Retirement Annuities
If you have an IRA Contract (other than a Roth IRA Contract) and will be at least age 70½ during the current calendar year, you may,
pursuant to your IRA Contract, elect to have distributions made to you to satisfy requirements imposed by U.S. federal income tax
law. Such IRA Withdrawals provide for the payout of amounts required to be distributed by the Internal Revenue Service rules
governing mandatory distributions under qualified plans.

If you elect to make IRA Withdrawals, we will send you a notice before such IRA Withdrawals commence, and you may elect to
make IRA Withdrawals at that time, or at a later date. Any IRA Withdrawals will be made at the frequency you have selected (which
may be monthly, quarterly or annually) and will commence on the start date you have selected, which must be no earlier than 30 days
after the Contract Date and no later than the 28^thday of any calendar month. For a day that is after the 28^thday of the calendar month,
the payment will be made on the first Business Day of the next succeeding month. Subject to these restrictions on timing, if you have
not indicated a start date, your IRA Withdrawals will begin on the first Business Day following your Contract Date at the frequency
you have selected.

At your discretion, you may request that we calculate the amount that you are required to withdraw from your IRA Contract each year
based on the information you give us and the various options under the IRA Contract that you have chosen. This amount will be a
minimum of $100 per IRA Withdrawal. Alternatively, we will accept your written instructions setting forth your calculation of the
required amount to be withdrawn from your IRA Contract each year, also subject to the $100 minimum per IRA Withdrawal. If at any
time the IRA Withdrawal amount is greater than the Accumulation Value, we will immediately terminate the IRA Contract and
promptly send you an amount equal to the Cash Surrender Value.

You may not elect to make IRA Withdrawals if you have already elected to make systematic Withdrawals. Additionally, since only
one systemic Withdrawal option may be elected at a time, if you have elected to make such systematic Withdrawals, the distributions
thereunder must be sufficient to satisfy the mandatory distribution rules imposed by U.S. federal income tax law; otherwise, we may
alter such distributions to comply with U.S. federal income tax law. You are permitted to change the frequency of your IRA
Withdrawals once per Contract Year, and you may cancel IRA Withdrawals altogether at any time by providing Notice to Us at least 7
days before the next scheduled IRA Withdrawal date to ensure such scheduled IRA Withdrawal and successive IRA Withdrawals are
not effected.

Death Benefit

Death Benefit prior to the Annuity Commencement Date
The Contract provides for a Death Benefit equal to the Accumulation Value, plus the MVA, but only if the adjustment would be
positive. The Death Benefit is calculated as of the date of death of any Owner (or, if the Owner is not a natural person, upon any
Annuitant’s death) and payable upon:

</R>

	Our receipt of Proof of Death (provided the Accumulation Value has not been applied to an Annuity Plan); and
	Our receipt of all required claim forms.

Proof of Death is the documentation we deem necessary to establish death, including, but not limited to:

	A certified copy of a death certificate;
	A certified copy of a statement of death from an attending physician;
	A finding of a court of competent jurisdiction as to the cause of death; or
	Any other proof that we deem in our sole discretion to be satisfactory to us.

From the date of death until the Death Benefit is paid, we will credit the Death Benefit with interest at the greater of:

	The Company Death Benefit Rate, which is the effective annual interest rate, determined solely in our
	discretion and subject to change; or
	The applicable state interest rate required to be paid on annuity death claims, if any.

<R>

The Company Death Benefit Rate may be less than the Guarantee Period Interest Rate in effect as of the date of death, but shall not be
less than zero percent. Your Beneficiaries may contact us to determine the current Company Death Benefit Rate. Contact information
for our Customer Service Center is specified on page 1.

Once we have received Proof of Death and all required documentation necessary to process the claim, we will generally pay the Death
Benefit within 7 days of such date. We will pay the Death Benefit under a non-qualified Contract according to Section 72(s) of the
Code. Only one Death Benefit is payable under the Contract. The Death Benefit will be paid to the named Beneficiary, unless the
Contract has joint Owners (or if the Owner is not a natural person, two Annuitants), in which case any surviving Owner (or Annuitant,
as applicable) will take the place of, and be deemed to be, the Beneficiary entitled to collect the Death Benefit. The Owner may
restrict how the Beneficiary is to receive the Death Benefit (e.g., by requiring a lump-sum payment, installment payments or that any
amount be applied to an Annuity Plan). See page 14 .

Spousal Beneficiary Contract Continuation
Any surviving spouse of a deceased Owner who is a named Beneficiary (or deemed Beneficiary) has the option, but is not required, to
continue the Contract under the same terms existing prior to such Owner’s death. Such election would be in lieu of payment of the
Death Benefit. The surviving spouse’s right to continue the Contract is limited by our use of the term “spouse,” as it is defined under
U.S. federal law, which refers only to a person of the opposite sex who is a husband or a wife. Also, the surviving spouse may not
continue the Contract if he or she is age 85 or older on the date of the Owner’s death. If the surviving spouse elects to continue the
Contract, the following will apply:

</R>

	The surviving spouse will replace the deceased Owner as the Annuitant (if the deceased Owner was the
	Annuitant);
	The age of the surviving spouse will be used as the Owner’s age under the continued Contract as the surviving
	spouse will become the new Owner of the Contract;
	The Initial Guarantee Period may not extend beyond the latest Annuity Commencement Date for the surviving
	spouse;
	All rights of the surviving spouse as the Beneficiary under the Contract in effect prior to such continuation
	election will cease;
	Any Surrender Charge applicable to the Single Premium paid prior to the original Owner’s death will be
	waived (the MVA will continue to apply, however, to a subsequent Surrender or any Withdrawals);
	All rights and privileges granted by the Contract or allowed by us will belong to the surviving spouse as the
	Owner of the continued Contract; and
	Upon the death of the surviving spouse as the Owner of the Contract, the Death Benefit will be distributed to
	the Beneficiary or Beneficiaries as described below, and the Contract will terminate.

Payment of the Death Benefit to a Spousal or Non-spousal Beneficiary
Subject to any payment restriction imposed by the Owner, the Beneficiary may decide to receive the Death Benefit:

	In one lump sum payment or installment payments; or
	By applying the Death Benefit to an Annuity Plan

The Beneficiary may receive the Death Benefit in one lump sum payment or installment payments, provided the Death Benefit is
distributed to the Beneficiary within 5 years of the Owner’s death. The Beneficiary has until 1 year after the Owner’s death to decide
to apply the Death Benefit to an Annuity Plan. If the Death Benefit is applied to an Annuity Plan, the Beneficiary is deemed to be the
Annuitant, and the Annuity Payments must:

	Be 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
	Begin no later than 1 year after the date of the Owner’s death.

If we do not receive a request to apply the Death Benefit to an Annuity Plan, we will make a single lump-sum payment to the
Beneficiary. Unless you elect otherwise, the payment will be made into an interest bearing account, backed by our general account,
which can be accessed by the Beneficiary through a checkbook feature. The Beneficiary may access the Death Benefit proceeds at
any time without penalty. For information on required distributions under U.S. federal income tax laws, see “Required Distributions
upon Contract Owner’s Death” below. Interest earned on amounts held in the interest bearing account may be less than interest paid
on other settlement options, as we seek to make a profit on such interest bearing accounts.

The Beneficiary may elect to receive the Death Benefit in payments over a period of time based on his or her life expectancy. These
payments are sometimes referred to as stretch payments. Stretch payments for each calendar year will vary in amount because they
are based on the Accumulation Value and the Beneficiary’s remaining life expectancy. The first stretch payment must be made by the

<R>

first anniversary of the Owner’s date of death. Each succeeding stretch payment is required to be made by December 31^stof each
calendar year. Stretch payments are subject to the same conditions and limitations as systematic Withdrawals. See page 22 . The
rules for, and tax consequences of, stretch payments are complex and contain conditions and exceptions not covered in this prospectus.
You should consult a tax adviser for advice about the effect of U.S. federal income tax laws, state laws or any other tax laws
affecting the Contract, or any transactions involving the Contract.

Death Benefit after the Annuity Commencement Date
There is no Death Benefit once the Owner decides to begin receiving Annuity Payments (see below). In the event that the Owner dies
(or, in the event that the Owner is not a natural person, the Annuitant dies) before all guaranteed Annuity Payments have been made
pursuant to any applicable Annuity Plan, we will continue to make the Annuity Payments until all such guaranteed payments have
been made. The Annuity Payments will be paid to the Beneficiary according to the Annuity Plan at least as frequently as before the
death of the Owner or Annuitant, as applicable.

Annuity Payments and Annuity Plans

Annuity Payments
The Contract provides for Annuity Payments. You can apply the Accumulation Value , plus the MVA
(only if the adjustment would be positive), less any premium tax owed, to an Annuity Plan on any date following the first Contract
Anniversary, which date we refer to as the Annuity Commencement Date. The Annuity Commencement Date cannot be later than the
Contract Anniversary on or next following the oldest Annuitant’s 85^thbirthday, unless:

</R>

	We agree to a later date; or
	The Internal Revenue Service publishes a final regulation or a revenue ruling concluding that an annuity
	contract with an Annuity Commencement Date that is later than the Contract Anniversary following the oldest
	Annuitant’s 85^thbirthday will be treated as an annuity for U.S. federal tax purposes.

<R>

Notice to Us is required at least 30 days in advance of the date you wish to begin receiving Annuity Payments after we issue the
Contract. If you do not select an Annuity Commencement Date, you will be deemed to have selected the Contract Anniversary on or
immediately following the oldest Annuitant’s 85^thbirthday.

On the Annuity Commencement Date, we will apply the Accumulation Value, plus any
positive M V A, less any premium tax owed, to an Annuity Plan so long as the Annuitant is then living. If the
Accumulation Value plus any positive M V A is less than $2,000 on the Annuity Commencement Date, we will
pay such amount in a single lump-sum payment. Each Annuity Payment must be at least $20. We will make the Annuity Payments in
monthly installments (although you can direct us to make the Annuity Payments quarterly, semi-annually or annually instead). We
reserve the right in the Contract to make the Annuity Payments less frequently, as necessary, to make the Annuity Payment equal to at
least $20. We may also change the $2,000 and $20 minimums based upon increases reflected in the Consumer Price Index for All
Urban Consumers (CPI-U) since January 1, 2005. There is no Death Benefit once you begin to receive Annuity Payments under an
Annuity Plan.

We will determine the amount of the Annuity Payments on the Annuity Commencement Date as follows:

</R> <R>

	Accumulation Value
	è Plus the Market Value Adjustment (positive MVA only)
	è Minus any premium tax that may apply
	è Multiplied by the applicable payment factor, which depends on:
	¡The Annuity Plan;
	¡The frequency of Annuity Payments;
	¡The age of the Annuitant (and sex, where appropriate under applicable law); and
	¡A net investment return of 1.0% is assumed (we may pay a higher return at our discretion).
	IMPORTANT NOTE: For Contracts issued in Indiana, Maryland, North Carolina, Iowa and
	Washington, the net investment return will be the greater of 1% and the net investment return
	assumed under a single premium immediate annuity available for purchase at the time, using the
	Cash Surrender Value of this Contract, to the same class of Annuitants.
	è Divided by 1,000.

</R>

Annuity Plans
You may elect one of the Annuity Plans described below, which provide for Annuity Payments of a fixed dollar amount only, using
the Annuity 2000 Mortality Tables. In addition, you may elect any other Annuity Plan we may be offering on the Annuity

<R>

Commencement Date. The Annuity Plan may be changed at any time before the Annuity Commencement Date upon 30 days prior
Notice to Us. Except for Contracts issued in Illinois, if you do not elect an Annuity Plan, Annuity Payments will be made
automatically each month for a minimum of 120 months and as long thereafter as the Annuitant is living, based on the oldest
Annuitant’s life, unless otherwise limited by applicable law. For Contracts issued in Illinois, if you do not elect an Annuity Plan, we
will make a single lump-sum payment to you.

Your election of an Annuity Plan is subject to the following additional terms and conditions:

</R>

	Annuity Payments will be made to the Owner, unless you provide Notice to us directing otherwise;
	You must obtain our consent if the payee is not a natural person; and
	Any change in the payee will take effect as of the date we receive Notice to Us.

Payments for a Period Certain

Annuity Payments are made in equal installments for a fixed number of years. The number of years cannot be less than 10

more than 30, unless otherwise required by applicable law.

Payments for Life with a Period Certain

Annuity Payments are made for a fixed number of years and as long thereafter as the Annuitant is living. The number of

cannot be less than 10 or more than 30, unless otherwise required by applicable law.

Life Only Payments

Annuity Payments are made for as long as the Annuitant is living.

Joint and Last Survivor Life Payments

Annuity Payments are made for as long as either of two Annuitants is living.

Death of the Annuitant who is not an Owner
In the event the Annuitant dies on or after the Annuity Commencement Date but before all Annuity Payments have been made
pursuant to the Annuity Plan elected, we will continue the Annuity Payments until all guaranteed payments have been made. The
Annuity Payments will be paid at least as frequently as before the Annuitant’s death until the end of any guaranteed period certain.
We may require Proof of Death in regard to the Annuitant before continuing the Annuity Payments.

Other Important Information

Annual Report to Owners
At least once a year, we will send you, without charge, a report showing the current Accumulation Value and the Cash Surrender
Value. This report will also show of the amounts deducted from, or added to, the Accumulation Value since the last report. This
report will include any other information that is required by law or regulation.

In addition we will provide you with any other reports, notices or documents that we are required by applicable law to furnish to you.
We will send this report to you at your last known address within 60 days after the report date. Upon your request, we will provide
additional reports, but we reserve the right in the Contract to assess a reasonable charge for each such additional report.

Suspension of Payments
We reserve the right to suspend or postpone the date of any payment or determination of any value (including the Accumulation
Value) under the Contract, beyond the 7 permitted days, on any Business Day that:

	The New York Stock Exchange is closed;
	Trading on the New York Stock Exchange is restricted;
	An emergency exists as determined by the SEC; or
	The SEC so permits for the protection of security holders.

We have the right to delay payment for up to 6 months, contingent upon written approval by the insurance supervisory official in the
jurisdiction in which this Contract is issued.

Misstatement Made by Owner in Connection with Purchase of this Contract
We may require proof of the age and sex of the person upon whose life certain benefit payments are determined (i.e., the Death
Benefit or Annuity Payments). If the Owner misstates the age or sex of a person in connection with the purchase of the Contract, we
reserve the right in the Contract to adjust (either upward or downward) these payments based on the correct age or sex. If an upward

<R>

adjustment to your benefit payment is required, we will include an amount in your next benefit payment representing the past
underpayments by us, with interest credited at the rate of 1.5% annually (where permitted). If a downward adjustment to your benefit
payment is required, we will make a deduction from future benefit payments until the past overpayments by us, plus interest at 1.5%
annually (where permitted), has been repaid in full by you.

Where permitted, we reserve the right in the Contract to void the Contract and return the Cash Surrender Value in the event of any
fraudulent material misrepresentation made by the Owner in connection with the purchase of the Contract.

Insurable Interest
We require the Owner of the Contract to have an insurable interest in the Annuitant. Insurable interest means the Owner has a lawful
and substantial economic interest in the continued life of the Annuitant. An insurable interest does not exist if the Owner’s sole
economic interest in the Annuitant arises as a result of the Annuitant’s death. A natural person is presumed to have an insurable
interest in his or her own life. A natural person is also generally considered to have an insurable interest in his or her spouse and
family members. State statutory and case law have established guidelines for circumstances in which an insurable interest is generally
considered to exist:

</R>

	Relationships between parent and child, brother and sister, and grandparent and grandchild; and
	Certain business relationships and financial dependency situations (e.g., uncle has insurable interest in nephew
	who runs the uncle’s business and makes money for the uncle).

<R>

The above list is not comprehensive, but instead contains some common examples to help illustrate what it means for the Owner to
have an insurable interest in the Annuitant. You should consult your agent/registered representative for advice on whether the Contract
Owner would have an insurable interest in the Annuitant to be designated.

An insurable interest must exist at the time we issue the Contract. In purchasing the Contract, you will represent and acknowledge
that the Owner has an insurable interest in the Annuitant. We require the agent/registered representative to confirm on the application
that the Owner has an insurable interest in the Annuitant. We also require that any new Owner after issuance of the Contract to have
an insurable interest in the Annuitant. We will seek to void the Contract if we discover it was applied for and issued (or ownership
was transferred) based on misinformation, or information that was omitted, in order to evade state insurable interest and other laws
enacted to prevent an Owner from using the Contract to profit from the death of a person in whom such Owner does not have an
insurable interest.

Assignment
You may assign a non-qualified Contract as collateral security for a loan or other obligation. This kind of assignment is not a change
of ownership. But you should understand that your rights, and those of any Beneficiary, are subject to the terms of the assignment.
To make, modify or release an assignment, you must provide Notice to Us. Your instructions will take effect as of the date we receive
Notice to Us. We require written consent of any Irrevocable Beneficiary before your instructions will take effect. An assignment
likely has U.S. federal income tax consequences. You should consult a tax adviser for tax advice. We are not responsible for the
validity, tax consequences or other effects of any assignment you choose to make.

Contract Changes — Applicable Tax Law
We have the right to make changes to the Contract so that it continues to qualify as an annuity under applicable U.S. federal income
tax law. If we deem it necessary to make such changes for tax reasons, we will give you advance notice of how and when your
Contract will likely change.

Right to Examine and Return this Contract
For a prescribed period, you may return the Contract for any reason or no reason at all, which we
refer to as the Right to Examine and Return this Contract. Subject to the state requirements specified in the table below, you
may return the Contract within 10 days of your receipt of it, and you have up to 30 days if the Contract was issued as a replacement
contract. Unless as otherwise noted below, if so returned, we will promptly pay you the Accumulation Value, adjusted for any
Market Value Adjustment. See page 18 . In the event that the Market Value Adjustment is negative, the amount we pay you could
be less than the Single Premium.

</R> <R>

Contract	Days for New Purchase	Days for Replacement Purchase
Issue State	and Amount Returned	and Amount Returned
	10 days
Connecticut	Single Premium, plus interest, if any, that has been	Same
	credited, less the amount of any Withdrawals

</R>

<R>

District of	10 days	Same
Columbia	Single Premium paid, less any Withdrawals
Florida	14 days	Same
	Single Premium paid less any Withdrawals
Georgia	10 days	Same
	Single Premium paid less any Withdrawals
Hawaii	10 days	30 days
	Single Premium paid less any Withdrawals	Accumulation Value, adjusted for any MVA
Idaho	20 days	Same
	Single Premium paid less any Withdrawals
Kentucky	10 days	30 days
	Single Premium paid less any Withdrawals	Accumulation Value, adjusted for any MVA
Louisiana	10 days	30 days
	Single Premium paid less any Withdrawals	Accumulation Value, adjusted for any MVA
Michigan	10 days	Same
	Single Premium paid less any Withdrawals
Missouri	10 days	20 days
	Single Premium paid less any Withdrawals	Single Premium paid less any Withdrawals
Nebraska	10 days	30 days
	Single Premium paid less any Withdrawals	Accumulation Value, adjusted for any MVA
New Hampshire	10 days	30 days
	Single Premium paid less any Withdrawals	Accumulation Value, adjusted for any MVA
Oklahoma	10 days	20 days
	Single Premium paid less any Withdrawals	Single Premium paid less any Withdrawals
South Carolina	10 days	30 days
	Single Premium paid less any Withdrawals	Accumulation Value, adjusted for any MVA
West Virginia	10 days	30 days
	Single Premium paid less any Withdrawals	Accumulation Value, adjusted for any MVA
Wyoming	10 days	20 days
	Accumulation Value, adjusted for any MVA	Single Premium paid less any Withdrawals

</R>

If you decide to return the Contract, you must deliver it:

	To us at our Customer Service Center (the address of which appears on page 1); or
	To your agent/registered representative.

Non-Waiver
We may, in our discretion, elect not to exercise a right, privilege or option under the Contract. Such election will not constitute our
waiver of the right to exercise the right, privilege or option at a later date, nor will it constitute a waiver of any provision of the
Contract.

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

Selling the Contract
Our affiliate, Directed Services LLC, 1475 Dunwoody Drive, West Chester, Pennsylvania 19380 is the principal underwriter and
distributor of the Contract as well as of contracts issued by our affiliate, ING USA Annuity and Life Insurance Company. Directed
Services LLC, a Delaware limited liability company, is registered with the SEC as a broker/dealer under the Securities Exchange Act
of 1934, as amended, and is a member of the Financial Industry Regulatory Authority, Inc., or FINRA.

Directed Services LLC does not retain any commissions or compensation that we pay to it 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, which representatives we refer to as selling firms.
Selling firms are also registered with the SEC and are FINRA member firms.

<R>

The following is a list of broker/dealers that are affiliated with the Company
:

</R>

	Bancnorth Investment Group, Inc.	ING Funds Distributor, LLC
	Directed Services LLC	ING Investment Advisors, LLC
	Financial Network Investment Corporation	ING Investment Management Services LLC
	Guaranty Brokerage Services, Inc.	Multi-Financial Securities Corporation
	ING America Equities, Inc.	PrimeVest Financial Services, Inc.
	ING Financial Advisers, LLC	ShareBuilder Securities Corporation
	ING Financial Markets LLC	Systematized Benefits Administrators, Inc.
	ING Financial Partners, Inc.

<R>

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 such
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 Owners of the Contract.
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 2.0% of premium payments.
Individual representatives may receive all or a portion of the compensation paid to their selling
firm, depending on such selling firm’s practices. Commissions and annual compensation, when combined with additional
compensation or reimbursement of expenses (as more fully described below), could exceed 2.0% of total premium payments.
Directed Services LLC has special compensation arrangements with certain selling firms based on such firms’ aggregate or anticipated
sales of the Contracts or other specified 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 :

</R>

	Marketing/distribution allowances which may be based on the percentages of premium payments 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 calendar year;
	Loans or advances of commissions in anticipation of future receipt of premium payments (i.e., 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 the Contract;
	Certain overrides and other benefits that may include cash compensation based on the amount of earned
	commissions, agent/representative recruiting or other activities that promote the sale of Contracts; and
	Additional cash or non-cash 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 2008, received the most total dollars of compensation, in the aggregate,
from us in connection with the sale of registered annuity contracts issued by us, ranked from greatest compensation to least
compensation:

1.	ING Financial Advisers, LLC	14.	Multi-Financial Securities Corporation
2.	SagePoint Financial, Inc.	15.	Mutual Service Corporation
3.	Symetra Investment Services, Inc.	16.	Waterstone Financial Group, Inc.
4.	Huckin Financial Group, Inc.	17.	Northwestern Mutual Investment Services, LLC
5.	LPL Financial Corporation	18.	Lincoln Investment Planning, Inc.
6.	Walnut Street Securities, Inc.^®	19.	Cadaret, Grant & Co., Inc.
7.	ING Financial Partners, Inc.	20.	Securities America, Inc.
8.	NFP Securities, Inc.	21.	Edward D. Jones & Co., L.P.
9.	Valor Insurance Agency Inc.	22.	American Portfolios Financial Services, Inc.
10.	Lincoln Financial Securities Corporation	23.	Ameritas Investment Corp.
11.	Financial Network Investment Corporation	24.	First Heartland^®Capital, Inc.
12.	NRP Financial, Inc.	25.	Lincoln Financial Advisors Corporation
13.	National Planning Corporation

<R>

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
Accumulation Value. Directed Services LLC may, at its discretion, pay additional cash compensation to wholesalers/distributors for
sales by certain broker-dealers or “focus firms.”

This is a general discussion of the types and levels of compensation paid by us for sale of our registered 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 such selling firm or registered representative a financial incentive to promote our products, such as the Contract, over those of
another company, and may also provide a financial incentive to promote one of our contracts over another, such as the Contract.

State Regulation
We are regulated by the Insurance Department of the State of Connecticut. We are also subject to the insurance laws and regulations
of all jurisdictions in which we do business. The Contract offered by this prospectus has been approved where required by such
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 allow
regulators to access our solvency and compliance with state insurance laws and regulations.

Legal Proceedings
The Company is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of business. Due to the
climate in insurance and business litigation/arbitrations, suits against the Company sometimes include claims for substantial
compensatory, consequential, or punitive damages and other types of relief. Moreover, certain claims are asserted as class actions,
purporting to represent a group of similarly situated individuals. While it is not possible to forecast the outcome of such
lawsuits/arbitrations, in light of existing insurance, reinsurance, and established reserves, it is the opinion of management that the
disposition of such lawsuits/arbitrations will not have a materially adverse effect on the Company’s operations or financial position.

Directed Services LLC, the principal underwriter and distributor of the Contract, is a party to threatened or pending
lawsuits/arbitration that generally arise from the normal conduct of business. Some of these suits may seek class action status and
sometimes include claims for substantial compensatory, consequential or punitive damages and other types of relief. Directed
Services LLC is not involved in any legal proceeding which, in the opinion of management, is likely to have a material adverse effect
on its ability to distribute the Contract.

Legal Matters
The Company’s organization and authority, and the Contract’s legality and validity, have been passed on by the Company’s legal
department.

Experts
The financial statements of the Company appearing in the Company’s Annual Report on Form 10-K for the year ended December 31,
2008 (including schedules appearing therein), have been audited by Ernst & Young LLP, independent registered public
accounting firm, as stated in their reports , which are incorporated by
reference, and incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.

</R>

<R>

Further Information
This prospectus does not reflect all of the information contained in
the registration statement, of which this prospectus is part. Portions of the registration statement have been omitted from this
prospectus as allowed by the SEC. You may obtain the omitted information from the offices of the SEC, as described below. We are
required by the Securities Exchange Act of 1934, as amended, to file periodic reports and other information with the SEC. You may
inspect or copy information concerning the Company at the Public Reference Room of the SEC at:

</R>

Securities and Exchange Commission
100 F Street NE, Room 1580
Washington, DC 20549

<R>

You may also obtain copies of these materials at prescribed rates from the Public Reference Room of the above office.
More information on the operation of the Public Reference Room is available by calling the SEC at either 1-800-SEC-0330 or
1-202-942-8090.

Our filings are available to the
public on the SEC’s website at www.sec.gov. We also make our filings available on our website at www.ing-
usa.com/us/aboutING/inginsuranceus/financialreports. (These uniform resource locators (URLs) are inactive textual references only
and are not intended to incorporate the SEC website or our website into this prospectus.) When looking for more information about
the Contract, you may find it useful to use the number assigned to the registration statement under the Securities Act of 1933. This
number is 333-162140.

Incorporation of Certain Documents by Reference
The SEC
allows us to “incorporate by reference” information that we file with the SEC into this prospectus, which means that incorporated
documents are considered part of this prospectus. We can disclose important information to you by referring you to those documents.
This prospectus incorporates by reference the following documents:

</R> <R>

	Annual report on Form 10-K for the year ended December 31, 2008.
	Current report on Form 8-K filed on April 6, 2009.
	Quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2009
	Quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2009.
	Quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2009.

</R> <R>

You may request a free copy of
any documents incorporated by reference in this prospectus (including any exhibits that are specifically incorporated by reference in
them). Please direct your request to:

</R>

ING
Customer Service Center
P.O. Box 10450
Des Moines, Iowa 50306-0450
(888) 854-5950

Inquiries
You may contact us directly by writing or calling us at the address or phone number shown above.

United States Federal Income Tax Considerations

Introduction
The Contract is designed to be treated as an annuity for U.S. federal income tax purposes. The U.S. 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) may influence the U.S. federal
	taxation of amounts held, or paid out, under the Contract;
	Tax laws change. It is possible that a change in the future could retroactively affect contracts issued in the past,
	including your Contract;
	This section addresses some, but not all, applicable U.S. federal income tax rules and does not discuss U.S. federal
	estate and gift tax implications, state and local taxes, taxes of any foreign jurisdiction or any other tax provisions; and
	We do not make any guarantee about the tax treatment of the Contract or transactions involving the Contract.

The information provided herein is not tax advice. For advice about the effect of U.S. federal income tax laws affecting the Contract,
state tax laws or any other tax laws affecting the Contract or any transactions involving the Contract, you should consult a tax adviser.

Types of Contracts: Non-Qualified and Qualified
Non-qualified annuity contracts are purchased with after-tax money to save money for retirement in exchange for the right to receive
annuity payments for either a specified period of time or over the lifetime of an individual. Qualified annuity contracts are designed
for use by individuals whose premium payments are comprised solely of proceeds from retirement plans, pre-tax contributions to
Individual Retirement Annuities (“IRA”) or after-tax contributions to a Roth IRA that are intended to qualify for special favorable
income tax treatment under Section 408 or 408A of the Code, respectively.

Taxation of Non-Qualified Contracts

     Premiums
     You may not deduct the amount of premiums paid into a non-qualified annuity contract.

     Taxation of Gains Prior to Distribution
     Section 72 of the Code governs the general U.S. federal income taxation of annuity contracts. If the owner of a non-qualified
annuity contract is a natural person (e.g., an individual), generally such owner will not be taxed on increases in the value of his or her
non-qualified contract until a distribution occurs or until annuity payments begin. An agreement to assign or pledge any portion of the
contract’s value generally will be treated as a distribution. To be eligible to defer U.S. federal income taxation on the increases in the
value of the contract, each of the following requirements must be satisfied.

1. Required Distributions. To be treated as an annuity contract for U.S. federal income tax purposes, the Code requires
any non-qualified contract to contain certain provisions specifying how the owner’s interest will be distributed in the
event of the owner’s death. As a result, your Contract contains certain provisions that are intended to comply with these
Code requirements.

Different distribution requirements apply if the contract owner’s death occurs:

		After he or she begins receiving annuity payments under the contract; or
		Before he or she begins receiving such distributions.

If the contract owner’s death occurs after he or she begins receiving annuity payments, distributions must be made at
least as rapidly as under the method in effect at the time of such contract owner’s death.

If the contract owner’s death occurs before he or she begins receiving annuity payments, such contract owner’s entire
balance must be distributed within five years after the date of his or her death. For example, if the contract owner died
on September 1, 2009, his or her entire balance must be distributed by August 31, 2014. However, if distributions begin
within one year of such contract owner’s death, then payments may be made over either of the following two
timeframes:

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

Under the terms of the Contract, if the designated Beneficiary is your spouse, your Contract may be continued after your
death with the surviving spouse as the new Contract Owner.

There are currently no regulations interpreting these Code requirements; however, if such requirements are clarified by
regulation or otherwise, we will review the distribution provisions in your Contract and, if necessary, modify them to
assure that such provisions comply with the applicable requirements.

2. Owners of Non-Qualified Contracts That Are Not Natural Persons. If the owner of a non-qualified annuity contract
is not a natural person, such contract generally is not treated as an annuity for U.S. federal income tax purposes and any
income on such contract during the applicable taxable year is taxable as ordinary income. The income on the contract
during the applicable taxable year is equal to any increase in the contract’s value over the “investment in the contract”
(generally, the premiums or other consideration paid for such contract less any nontaxable withdrawals) during such
taxable year. There are certain exceptions to this rule, and a non-natural person considering an investment in the
Contract should consult with its tax adviser prior to purchasing the Contract. If the Contract Owner is not a 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.

When the contract owner is a non-natural person, a change in the Annuitant is treated as the death of such contract
owner.

3. Delayed Annuity Starting Date. If the date on which annuity payments begin under a non-qualified annuity contract
occurs, or is scheduled to occur, at a time after the Annuitant has, or will have, reached an advanced age (e.g., after age
85), it is possible that such contract will not be treated as an annuity for U.S. federal income tax purposes. In that event,
the income and gains under such contract could be currently includible in the contract owner’s taxable income.

Taxation of Distributions

General. When a withdrawal from a non-qualified annuity contract occurs, the amount received will be treated as ordinary
income, subject to U.S. federal income tax, up to an amount equal to the excess, if any, of the contract’s value immediately prior to the
distribution (without regard to the amount of any Surrender Charge) over the contract owner’s investment in the contract at such time.
Investment in the contract generally is equal to the amount of all premiums paid into the contract, plus amounts previously included in
taxable income as a result of certain loans, assignments, pledges and gifts, less the aggregate amount of non-taxable distributions
previously made under such contract.

In the case of a Surrender of a non-qualified annuity contract, the amount received generally will be taxable only to the extent it
exceeds the contract owner’s investment in such contract (i.e., the cost basis).

10% Penalty Tax. A distribution from a non-qualified annuity contract may be subject to a U.S. federal tax penalty equal to
10% of the amount treated as income. In general, however, there is no penalty on distributions from non-qualified contracts if such
distributions are:

	Made on or after the taxpayer reaches age 59½;
	Made on or after the death of the contract owner (or the Annuitant, if the contract owner is a non-natural person);
	Attributable to the taxpayer’s becoming “disabled,” as defined in the Code;
	made as part of a series of substantially equal periodic payments (which payments are made at least annually) over the
	life or the life expectancy of the taxpayer, or the joint lives or joint life expectancies of the taxpayer and his, her or its
	designated beneficiary; or
	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 Code. Other exceptions may be
applicable under certain circumstances, and special rules may be applicable in connection with the exceptions listed above. You
should consult a tax adviser with regard to whether any distributions from your Contract meet the exceptions from the 10% penalty tax
as provided in the Code.

Tax-Free Exchanges. Section 1035 of the 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 adviser regarding the procedures for making a Section 1035 exchange.

If your Contract is acquired through a tax-free exchange of a life insurance, endowment or annuity contract that was purchased prior to
August 14, 1982, then any distributions from your Contract, other than Annuity Payments, will be treated, for U.S. federal income tax

purposes, as coming:

	First, from any remaining “investment in the contract” made prior to August 14, 1982 and exchanged into your
	Contract;
	Second, from any “income on the contract” attributable to the investment made prior to August 14, 1982;
	Third, from any remaining “income on the contract”; and
	Fourth, from any remaining “investment in the contract.”

The IRS has concluded that in certain instances, the partial exchange of a portion of one annuity contract for another annuity contract
will be tax-free. Pursuant to IRS guidance, receipt of withdrawals, surrenders or annuity payments (annuitizations) from either an
original contract or a new contract during the 12-month period following the partial exchange may retroactively negate the tax-free
treatment of the partial exchange. If this occurs, the partial surrender of the original contract will be treated as a withdrawal, taxable
as ordinary income to the extent of gain in the original contract. Furthermore, if the partial exchange occurred prior to the contract
owner reaching age 59½, the contract owner may be subject to an additional 10% tax penalty. A taxable event may be avoided if
certain requirements identified as a qualifying event are satisfied. We are not responsible for the manner in which any other insurance
companies administer, recognize or report, for U.S. federal income tax purposes, Section 1035 exchanges and partial exchanges and
what the ultimate tax treatment may be by the IRS. You should consult with your tax adviser with respect to any proposed Section
1035 exchange or partial exchange prior to proceeding with any such transaction with respect to your Contract.

     Taxation of Annuity Payments. Although the U.S. federal income tax consequences may vary depending on the payment
option elected under an annuity contract, a portion of each annuity payment generally is not taxed as ordinary income, while the
remainder is taxed as ordinary income. The non-taxable portion of an annuity payment generally is determined in a manner that is
designed to allow the contract owner to recover his, her or its investment in the annuity contract ratably on a tax-free basis over
the expected stream of annuity payments when annuity payments begin. Once the investment in such contract has been fully
recovered, the full amount of each subsequent annuity payment will be subject to tax as ordinary income.

     Death Benefit. Amounts may be distributed from an annuity contract, such as the Contract, because of the contract owner’s
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, such amounts are taxed in the same manner as a surrender of the contract, or (ii) if distributed under a payment option,
such amounts are taxed in the same way as annuity payments. As discussed above, the Code contain special rules that specify how the
contract owner’s interest in a non-qualified contract will be distributed and taxed in the event of the contract owner’s death.

     Assignments and Other Transfers. A transfer, pledge or assignment of ownership of a non-qualified annuity contract, the
selection of certain annuity dates or the designation of an Annuitant or payee other than a contract owner may result in certain tax
consequences 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. You should consult your tax adviser regarding the potential tax effects of any transfer,
pledge, assignment, or designation or exchange of your Contract or any portion of your Contract value.

     Immediate Annuities. Under Section 72 of the Code, an “immediate annuity” means an annuity (i) that is purchased with a
single premium, (ii) with annuity payments starting within one year from the date of purchase, and (iii) that provides a series of
substantially equal periodic payments made at least annually. Your Contract is not designed as an immediate annuity. If your
Contract were treated as an immediate annuity, it could affect the U.S. federal income tax treatment of your Contract with respect to
(a) the application of certain exceptions from the 10% early Withdrawal penalty, (b) ownership, if the Owner is not a natural person,
and (c) certain exchanges.

     Multiple Contracts. U.S. federal income tax laws require that all non-qualified 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 Section 72(e) of the Code. In addition, the Treasury Department has specific
authority to issue regulations that prevent the avoidance of Section 72(e) of the Code 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 your
Contract unless the intended recipient of the distribution notifies us at or before the time of such distribution that the recipient elects
not to have any amounts withheld. Withholding is mandatory, however, if the intended recipient of such distribution 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 U.S. federal income tax withheld, you are still liable for payment of U.S. 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 their residents.
Generally, an election out of federal withholding will also be considered an election out of state withholding. In some state, you may
elect out of state withholding, even if federal withholding applies. If you need more information concerning a particular state or any
required forms, please contact our customer service center. Contact information appears on page 1.

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

Taxation of Qualified Contracts

     General
     The tax rules applicable to owners of qualified contracts vary according to the type of qualified contract and the specific terms
and conditions of the qualified contract. Qualified annuity contracts are designed for use by individuals whose premium payments are
comprised solely of proceeds from retirement plans, pre-tax contributions to IRA or after-tax contributions to a Roth IRA that are
intended to qualify for special favorable income tax treatment under Sections 408 or 408A of the Code, respectively. The ultimate
effect of U.S. federal income taxes on the amounts held under a qualified contract, or on annuity payments from a qualified contract,
depends on the type of qualified contract and your tax position. 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 retirement plan in order to continue receiving favorable tax treatment.

Under U.S. federal income tax laws, earnings on amounts held in qualified annuity contracts used as an IRA or Roth IRA generally
are not taxed until they are withdrawn. It is not necessary, however, to purchase a qualified contract to obtain the favorable tax
treatment accorded to an IRA or Roth IRA under Sections 408 or 408A of the Code, respectively. A qualified contract, therefore, does
not provide any tax benefits beyond the deferral already available to an IRA or Roth IRA under the Code. Qualified contracts 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 the alternatives available to you with your financial
adviser, taking into account the additional fees and expenses you may incur in purchasing a qualified contract, such as the Contract.

Adverse tax consequences may result from: (i) contributions in excess of specified limits; (ii) distributions before age 59½ (subject to
certain exceptions); (iii) distributions that do not conform to specified commencement and minimum distribution rules; and (iv)
certain other specified circumstances. Some qualified contracts may be subject to additional distribution or other requirements that are
not incorporated into your Contract. No attempt is made to provide more than general information about the use of this Contract as a
qualified contract. Contract Owners, Annuitants and Beneficiaries are cautioned that the rights of any person to any benefits under
qualified contracts may be subject to the terms and conditions of the retirement plans or programs 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 any language of the Contract, unless we consent to be so bound.

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 consult your legal and tax advisers regarding the
suitability of the Contract for your particular situation.

     Tax Deferral
     The following discussion assumes that a qualified contract is purchased with premium payments that are comprised solely of
proceeds from retirement plans, pre-tax contributions to IRA or after-tax contributions to a Roth IRA that are intended to qualify for
special favorable income tax treatment under Sections 408 or 408A of the Code, respectively.

          Individual Retirement Annuities. Section 408 of the Code permits eligible individuals to contribute to an individual
retirement program known as an Individual Retirement Annuity. IRAs are subject to limits on (i) the amounts that can be contributed,
(ii) the deductible amount of the contribution and (iii) the time when distributions can begin. 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. Employers may establish Simplified Employee
Pension (“SEP”) plans to provide IRA contributions on behalf of their employees. 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 one-year period. You should be aware that sales of
the Contract for use with IRAs may be subject to special requirements imposed by the IRS.

The IRS has not reviewed the Contract described in this prospectus for qualification as an IRA and has not addressed, in a ruling of
general applicability, whether the Contract’s Death Benefit provisions comply with IRS qualification requirements. You should
consult with your tax adviser in connection with purchasing the Contract as an IRA.

          Roth IRAs. Section 408A of the Code permits certain eligible individuals to contribute to a Roth IRA. Contributions to a
Roth IRA are not deductible, are subject to certain limitations 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 one-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 such conversion was made.

Sales of a contract for use with a Roth IRA may be subject to special requirements imposed by the IRS. The IRS has not reviewed the
Contract described in this prospectus for qualification as a Roth IRA and has not addressed, in a ruling of general applicability,
whether the Contract’s Death Benefit provisions comply with IRS qualification requirements. You should consult with your tax
adviser in connection with purchasing the Contract as a Roth IRA.

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

     Distributions – General
     Certain tax rules apply to distributions from the Contract. A distribution is any amount taken from your Contract including
Withdrawals, Annuity Payments, rollovers, exchanges and Death Benefit proceeds. We report the taxable portion of all distributions
to the IRS.

          Individual Retirement Annuities. All distributions from an IRA are taxed when received unless either one of the following
is true:

	The distribution is rolled over to another IRA or to a plan eligible to receive rollovers as permitted under the Code; or
	The IRA owner made after-tax contributions to the IRA (e.g., Roth). In this latter case, the distribution will be taxed
	according to the rules detailed in the Code.

The 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:

	The IRA owner has attained age 59½;
	The IRA owner has become “disabled,” as defined in the Code;
	The IRA owner has died and the distribution is to the beneficiary of such IRA;
	The distribution amount is rolled over into another eligible retirement plan or to an IRA in accordance with the terms
	of the Code;
	The distribution is made due to an IRS levy upon the IRA owner’s 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.

In addition, the 10% penalty tax does not apply to a distribution made from an IRA to pay for health insurance premiums for certain
unemployed individuals, for a qualified first-time home purchase or for higher education expenses.

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

	Made after the five-taxable year period beginning with the first taxable year for which a contribution was made to the
	Roth IRA’s owner; and
	(a) Made after the Roth IRA owner (i) attains age 59½, (ii) dies, or (iii) becomes “disabled,” as defined in the Code, or
	(b) Is 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 that is not taxable and then as taxable accumulated earnings.

The 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 been met. In general, the exceptions from imposition of the 10% penalty on distribution from an IRA
listed above also apply to a distribution from a Roth IRA. 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, for a qualified first-time home purchase or for higher
education expenses.

Lifetime Required Minimum Distributions (IRAs only). To avoid certain tax penalties, you and any designated
Beneficiary must also meet the minimum distribution requirements imposed by the Code. These rules may dictate the following:

	The 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 your 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 Section
401(a)(9) of the Code. 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 (IRAs and Roth IRAs Only). Different distribution requirements apply to qualified
contacts 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. Section 401(a)(9) of the Code provides specific rules for
calculating the required minimum distributions after your death.

If your death occurs before you begin receiving minimum distributions under your Contract, your entire balance must be distributed
by December 31 of the calendar year containing the fifth anniversary of the date of your death. For example, if you died on
September 1, 2006, your entire balance must be distributed to the designated Beneficiary by December 31, 2011. 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 your death.

               Special Rule for IRA Spousal Beneficiaries (IRAs and Roth IRAs Only). In lieu of taking a distribution under these
rules, if the sole designated Beneficiary is the Contract Owner’s surviving spouse, the spousal Beneficiary may elect to treat the
Contract as his or her own IRA and defer taking a distribution until his or her own start date. The surviving spouse will be 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. U.S. federal income tax liability rates vary

according to the type of distribution and the recipient’s tax position.

               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
Section 1441 of the Code based on your or your designated Beneficiary’s citizenship, 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 Code does not allow a transfer or assignment of your rights under the IRA Contracts or Roth
IRA Contracts except in limited circumstances. Adverse tax consequences may result if you assign or transfer your interest in the
such a Contract to persons other than your spouse incident to a divorce. You should consult your tax adviser regarding the potential
tax effects of such a transaction if you are contemplating such an assignment or transfer.

Possible Changes in Taxation
Although the likelihood of changes in tax legislation, regulation, rulings and other interpretations thereof is uncertain, there is always
the possibility that the tax treatment of the Contract could change by such means. It is also possible that any such change could be
retroactive (i.e., effective before the date of the change). You should consult a tax adviser with respect to legislative and regulatory
developments and their potential effects on the Contract.

Taxation of Company
We are taxed as a life insurance company under the Code.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

Not Applicable.

Item 14. Indemnification of Directors and Officers

Section 33-779 of the Connecticut General Statutes (“CGS”) provides that a corporation may provide

indemnification of or advance expenses to a director, officer, employee or agent only as permitted by Sections 33-

770 to 33-778, inclusive, of the CGS. Reference is hereby made to Section 33-771(e) of the CGS regarding

indemnification of directors and Section 33-776(d) of CGS regarding indemnification of officers, employees and

agents of Connecticut corporations. These statutes provide in general that Connecticut corporations incorporated

prior to January 1, 1997 shall, except to the extent that their certificate of incorporation expressly provides

otherwise, indemnify their directors, officers, employees and agents against “liability” (defined as the obligation to

pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan,

or reasonable expenses incurred with respect to a proceeding) when (1) a determination is made pursuant to Section

33-775 that the party seeking indemnification has met the standard of conduct set forth in Section 33-771 or (2) a

court has determined that indemnification is appropriate pursuant to Section 33-774. Under Section 33-775, the

determination of and the authorization for indemnification are made (a) by two or more disinterested directors, as

defined in Section 33-770(3); (b) by special legal counsel; (c) by the shareholders; or (d) in the case of

indemnification of an officer, agent or employee of the corporation, by the general counsel of the corporation or

such other officer(s) as the board of directors may specify. Also, Section 33-772 with Section 33-776 provide that a

corporation shall indemnify an individual who was wholly successful on the merits or otherwise against reasonable

expenses incurred by him in connection with a proceeding to which he was a party because he is or was a director,

officer, employee, or agent of the corporation. Pursuant to Section 33-771(d), in the case of a proceeding by or in

the right of the corporation or with respect to conduct for which the director, officer, agent or employee was

adjudged liable on the basis that he received a financial benefit to which he was not entitled, indemnification is

limited to reasonable expenses incurred in connection with the proceeding against the corporation to which the

individual was named a party.

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

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

a Professional Liability and fidelity bond insurance policy issued by an international insurer. The policy covers ING

America Insurance Holdings, Inc. and any company in which ING America Insurance Holdings, Inc. has a

controlling financial interest of 50% or more. These policies include the principal underwriter, as well as the

depositor. Additionally, the parent company of ING America Insurance Holdings, Inc., ING Groep N.V., maintains

excess umbrella coverage with limits in excess of €125,000,000. The policies provide for the following types of

coverage: errors and omissions/professional liability, directors and officers, employment practices, fiduciary and

fidelity.

Item 15. Recent Sales of Unregistered Securities

Not Applicable.


Item 16.		Exhibits and Financial Statement Schedules
(a)	Exhibits:
	(1)	Distribution Agreement between ING Life Insurance and Annuity Company on behalf of Variable
		Annuity Account B and Directed Services, LLC, dated December 2, 2009, attached.
	(3)(i)	Restated Certificate of Incorporation (amended and restated as of October 1, 2007) of ING Life
		Insurance and Annuity Company ·Incorporated by reference to ING Life Insurance and Annuity

		Company annual report on Form 10-K (File No. 033-23376), as filed on March 31, 2008.

	(3)(ii)	Amended and Restated By-Laws of ING Life Insurance and Annuity Company, effective October 1,
		2007 · Incorporated by reference to the ING Life Insurance and Annuity Company annual report on
		Form 10-K (File No. 033-23376), as filed on March 31, 2008.

	(4)(i)	Single Premium Deferred Modified Guaranteed Annuity Contract (IU-IA-3096) ·Incorporated herein
		by reference to Initial Registration Statement on Form S-1 for ING Life Insurance and Annuity
		Company as filed with the Securities and Exchange Commission on September 25, 2009 (File No.
		333-162140).

	(4)(ii)	IRA Endorsement (IU-RA-4021), attached.

	(4)(iii)	Roth IRA Endorsement (IU-RA-4022), attached.

	(4)(iv)	Single Premium Deferred Modified Guaranteed Annuity Application (153740)(12/14/2009), attached.

	(5)	Opinion as to Legality, attached.

	(10)	Material contracts are listed under Item 15 in the Company’s Form 10-K for the fiscal year ended
		December 31, 2008, and under Item 6 in the Company’s Form 10-Q for the fiscal quarter ended
		March 31, 2009, as filed with the Securities and Exchange Commission on March 31, 2009 and on
		May 15, 2009, respectively. Each of the Exhibits so listed is incorporated by reference as indicated
		in the reports.

	(21)	Subsidiaries of the Registrant · Incorporated herein by reference to Item 26 in Initial Registration
		Statement on Form N-4 for ING Life Insurance and Annuity Company Variable Annuity Account B
		as filed with the Securities and Exchange Commission on October 20, 2009 (File Nos. 333-162593,
		811-02512).

	(23)(i)	Consent of Independent Registered Public Accounting Firm, attached.

	(23)(ii)	Consent of Legal Counsel (included in Exhibit (5) above).

	(24)(i)	Powers of Attorney ·Incorporated herein by reference to an Initial filing to Registration Statement
		on Form S-1 (File No. 333-162140), as filed on September 25, 2009.

	(24)(ii)	Certificate of Resolution Authorizing Signature by Power of Attorney ·Incorporated by reference to
		Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 033-75986), as
		filed on April 12, 1996.

(b)	Financial Statement Schedules:

	ING Life Insurance and Annuity Company Form 10-K, for the fiscal year ended December 31, 2009, is
	incorporated by reference in the prospectus.

Exhibits other than those listed above are omitted because they are not required or are not applicable.


Item 17. Undertakings

The undersigned registrant hereby undertakes as follows, pursuant to Item 512 of Regulation S-K:

(a)	Rule 415 offerings:

	(1)	To file, during any period in which offers or sales of the registered securities are being made, a
		post-effective amendment to this registration statement:

		(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

		(ii)	To reflect in the prospectus any facts or events arising after the effective date of the
			registration statement (or the most recent post-effective amendment thereof) which,
			individually or in the aggregate, represent a fundamental change in the information set
			forth in the registration statement; and

		(iii)	To include any material information with respect to the plan of distribution not
			previously disclosed in the registration statement or any material changes to such
			information in the registration statement.

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-
		effective amendment shall be deemed to be a new registration statement relating to the securities
		offered therein, and the offering of such securities at that time shall be deemed to be the initial
		bona fide offering thereof.

	(3)	To remove from registration by means of a post-effective amendment any of the securities being
		registered which remain unsold at the termination of the offering.

	(5)(ii)	That for, the purpose of determining liability under the Securities Act of 1933 to any purchaser,
		each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an
		offering, other than registration statements relying on Rule 430B or other than prospectuses filed
		in reliance on Rule 430A shall be deemed to be part of and included in the registration statement
		as of the date it is first used after effectiveness. Provided, however, that no statement made in a
		registration statement or prospectus that is part of the registration statement or made in a document
		incorporated or deemed incorporated by reference into the registration statement or prospectus that
		is part of the registration statement will, as to a purchaser with a time of contract of sale prior to
		such first use, supersede or modify any statement that was made in the registration statement or
		prospectus that was part of the registration statement or made in any such document immediately
		prior to such date of first use.

	(6)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to
		any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that
		in a primary offering of securities of the undersigned registrant pursuant to this registration
		statement, regardless of the underwriting method used to sell the securities to the purchaser, if the
		securities are offered or sold to such purchaser by means of any of the following communications,
		the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell
		such securities to such purchaser:

		(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the
			offering required to be filed pursuant to Rule 424;

		(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the
			undersigned registrant or used or referred to by the undersigned registrant;

		(iii)	The portion of any other free writing prospectus relating to the offering containing
			material information about the undersigned registrant or its securities provided by or on


		behalf of the undersigned registrant; and (iv) any other communication that is an offer in
		the offering made by the undersigned registrant to the purchaser.

	(iv)	Any other communication that is an offer in the offering made by the undersigned
		registrant to the purchaser.

(h)	Request for Acceleration of Effective Date: Insofar as indemnification for liabilities arising under the
	Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
	pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
	Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
	and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
	than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person
	of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
	officer or controlling person in connection with the securities being registered, the registrant will, unless in
	the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
	appropriate jurisdiction the question whether such indemnification by it is against public policy as
	expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Pre-Effective
Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-162140) to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of West Chester, Commonwealth of Pennsylvania, on this
31st day of December, 2009.

	By:	ING LIFE INSURANCE AND ANNUITY COMPANY
		(REGISTRANT)

	By:	_________________________
		Catherine H. Smith*
		President (principal executive officer)

Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 1 to the Registration
Statement has been signed by the following persons in the capacities indicated on December 31, 2009.

Signatures	Titles

_____________________
Catherine H. Smith*	President and Director
(principal executive officer)

_____________________
Thomas J. McInerney*	Director and Chairman

_____________________
David A. Wheat*	Director, Executive Vice President and Chief Financial Officer
(principal financial officer)

_____________________
Steven T. Pierson*	Senior Vice President and Chief Accounting Officer
(principal accounting officer)

_____________________
Bridget M. Healy*	Director

_____________________
Donald W. Britton*	Director

By:	/s/ John S. Kreighbaum
	John S. (Scott) Kreighbaum as
	Attorney-in-Fact

*Executed by John S. (Scott) Kreighbaum on behalf of those indicated pursuant to Powers of Attorney.

EXHIBIT INDEX

Exhibit

16(a)(1)	Distribution Agreement	EX-1
16(a)(4)(ii)	IRA Endorsement (IU-RA-4021)	EX-4.II
16(a)(4)(iii)	Roth IRA Endorsement (IU-RA-4022)	EX-4.III
16(a)(4)(iv)	Single Premium Deferred Modified Guaranteed Annuity Application	EX-4.IV
	(153740)(12/14/2009)
16(a)(5)	Opinion as to Legality	EX-5
16(a)(23)(i)	Consent of Independent Registered Public Accounting Firm	EX-23.I
16(a)(23)(ii)	Consent of Legal Counsel*

*Included in Exhibit (5) above.

EX-1 2 distributionagreement.htm DISTRIBUTION AGREEMENT distributionagreement.htm - Generated by SEC Publisher for SEC Filing

DISTRIBUTION AGREEMENT

This AGREEMENT is made this 2^ndday of December , 2009, by and between ING Life Insurance and Annuity Company, ("ILIAC") a Connecticut corporation, on its own behalf and on behalf of Variable Annuity Account B (the "Account") and Directed Services, LLC, ("DSL"), a Delaware limited liability company.

WHEREAS, the Account is a separate account established and maintained by ILIAC pursuant to the laws of the State of Connecticut for variable annuity contracts issued by ILIAC under which income, gains, and losses, whether or not realized, from assets allocated to such Account, are credited to or charged against such Account without regard to other income, gains or losses of ILIAC; and

WHEREAS, DSL is duly registered as a broker-dealer under the Securities Exchange Act of 1934 ("1934 Act") and is a member of the Financial Industry Regulatory Authority (“FINRA”); and

WHEREAS, ILIAC and DSL desire to enter into an agreement pursuant to which DSL will act as a principal underwriter for the sale of certain annuity contracts issued by ILIAC, through the Account, as applicable, which contracts are identified in Exhibit A hereto (the “Annuity Contracts”), and may distribute the Annuity Contracts through one or more organizations as set forth in Section 2 below.

NOW, THEREFORE, ILIAC and DSL hereby agree as follows:

1. Term

This Agreement shall remain in force until it is terminated in accordance with the provisions of paragraph 13.

2. Principal Underwriter

ILIAC hereby appoints DSL and DSL accepts such appointment, during the term of this Agreement, subject to any registration requirements of The Securities Act of 1933 ("1933 Act"), The Investment Company Act of 1940 ("1940 Act"), and the provisions of the 1934 Act, to be a distributor and principal underwriter of the Annuity Contracts issued through the Account. DSL shall offer the Annuity Contracts for sale and distribution at premium rates to be set by ILIAC. Annuity Contracts may be sold only by persons who are duly licensed annuity agents appointed by ILIAC and FINRA registered representatives as set forth in Section 3 below. ILIAC hereby appoints DSL as its agent for the sale of Annuity Contracts in such jurisdictions as ILIAC is properly licensed to sell Annuity Contracts.

3. Sales Agreements

DSL is hereby authorized to enter into separate written agreements ("Sales Agreements"), on such terms and conditions as DSL may determine not to be inconsistent with this Agreement, with broker/dealers which agree to participate in the distribution of, and to use their best efforts to solicit applications for, Annuity Contracts. Such broker/dealers and their agents or representatives soliciting applications for Annuity Contracts shall be duly and appropriately licensed, registered or otherwise qualified for the sale of Annuity Contracts under the insurance laws and any applicable securities laws of each state or other jurisdiction in which the Annuity Contracts may be lawfully sold and in which ILIAC is licensed to sell Annuity Contracts. Each such broker/dealer shall be both registered as a broker-dealer under the 1934 Act and a member of the FINRA, or if not so

registered or not such a member, then the agents and representatives of such organization soliciting applications for Annuity Contracts shall be agents and registered representatives of a registered broker/dealer and FINRA member which is the parent or other affiliate of such organization and which maintains full responsibility for the training, supervision, and control of the agents and representatives selling Annuity Contracts.

DSL shall have the responsibility for the supervision of all such broker/dealers to the extent required by law and shall assume any legal responsibilities of ILIAC for the acts, commissions or defalcations of any such broker/dealers. Applications materials for Annuity Contracts solicited by such broker/dealers through their agents or representatives shall be forwarded to DSL. All payments for Annuity Contracts shall be remitted promptly by such broker/dealers directly to ILIAC.

If held at any time by DSL or a broker-dealer, such payments shall be held in a fiduciary capacity as agent for ILIAC and shall be remitted promptly to ILIAC. All such payments, whether by check, money order, or wire order, shall be the property of ILIAC. Anything in this Agreement to the contrary notwithstanding, ILIAC shall retain the rights to control the sale of Annuity Contracts and to appoint and discharge annuity agents for the sale of Annuity Contracts. DSL shall exercise reasonable care in carrying out the provisions of this Agreement

4. Annuity Agents

DSL is authorized to appoint the broker/dealers described in paragraph 3 above as agents of ILIAC for the sale of Annuity Contracts. ILIAC will undertake to appoint such as agents authorized to represent ILIAC in the appropriate states or jurisdictions; provided that ILIAC reserves the right to refuse to appoint any proposed agent, or once appointed to terminate the same without notice.

5. Suitability

ILIAC wishes to ensure that the Annuity Contracts distributed by DSL will be issued to purchasers for whom the Annuity Contracts shall be suitable. DSL shall take reasonable steps to ensure that the various agents appointed by it to sell Annuity Contracts shall not make recommendations to an applicant to purchase Annuity Contracts in the absence of reasonable grounds to believe that the purchase of Annuity Contracts is suitable for such applicant. While not limited to the following, a determination of suitability shall be based on information furnished to an agent after reasonable inquiry concerning the applicant's insurance and investment objectives and financial situation and needs.

6. Sales Materials

The responsibility of the parties hereto for consulting with respect to the design and the drafting and legal review and filing of sales materials, and for the preparation of sales proposals related to the sale of Annuity Contracts shall be as the parties hereto agree. DSL shall ensure, in its Sales Agreements, that organizations appointed by it, and registered representatives of such organizations, shall not use, develop or distribute any sales materials which have not been approved by ILIAC.

7. Reports

DSL shall have the responsibility for, with respect to agents appointed by it, maintaining the records of agents licensed, registered and otherwise qualified to sell Annuity Contracts, and for furnishing periodic reports to ILIAC as to the sale of Annuity Contracts made pursuant to this Agreement.

8. Records

DSL shall maintain and preserve for the periods prescribed by law or other agreement, such accounts, books, and other documents as are required of it by applicable laws and regulations. The books, accounts and records of ILIAC, the Account and DSL as to all transactions hereunder shall be maintained so as to clearly and accurately disclose the nature and details of the transactions, including such accounting information as necessary to support the reasonableness of the amounts to be paid by ILIAC hereunder.

9. Compensation

ILIAC shall pay DSL compensation for services rendered hereunder as billed by DSL and agreed to by ILIAC. DSL agrees that compensation shall be limited to reimbursement of actual expenses.

10. Independent Contractor

DSL shall act as an independent contractor and nothing herein contained shall constitute DSL or its agents or employees as employees of ILIAC in connection with the sale of Annuity Contracts.


11.	Investigations and Proceedings

	(a)	DSL and ILIAC agree to cooperate fully in insurance regulatory investigations or
		proceedings or judicial proceedings arising in connection with the offering, sale or
		distribution of Annuity Contracts distributed under this Agreement. DSL and
		ILIAC further agree to cooperate fully in any securities regulatory investigation or
		proceeding or judicial proceeding with respect to ILIAC, DSL, their affiliates and
		their agents or representatives to the extent that such investigation or proceeding is
		in connection with the Annuity Contracts offered, sold or distributed under this
		Agreement. Without limiting the foregoing,

		(i)	DSL will be notified promptly of any customer complaint or notice of any
			regulatory investigation or proceeding or judicial proceeding received by
			ILIAC with respect to DSL or any agent or representative, or which may
			affect ILIAC's issuance of Annuity Contracts marketed under this
			Agreement.

		(ii)	DSL will promptly notify ILIAC of any customer complaint or notice of
			any regulatory investigation or proceeding received by DSL or its affiliates
			with respect to DSL or any agent or representative in connection with any
			Annuity Contracts distributed under this Agreement or any activity in
			connection with Annuity Contracts.

	(b)	In the case of a substantive customer complaint, DSL and ILIAC will cooperate in
		investigating such complaint and any response to such complaint will be sent to the
		other party to this Agreement for approval not less than five business days prior to
		its being sent to the customer or regulatory authority, except that if a more prompt
		response is required, the proposed response shall be communicated by telephone or
		telegraph.

12.	Indemnification

	(a)	ILIAC agrees to indemnify and hold harmless DSL and its affiliates and each
		officer and director thereof against any losses, claims, damages or liabilities, joint


	or several, to which DSL or its affiliates or such officer or director may become
	subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages
	or liabilities (or actions in respect thereof) arise out of or are based upon any
	untrue statement or alleged untrue statement of a material fact, required to be
	stated therein or necessary to make the statements therein not misleading,
	contained

	(i)	in any prospectus, or any amendment thereof, or

	(ii)	in any blue-sky application or other document executed by ILIAC
		specifically for the purpose of qualifying Annuity Contracts for sale under
		the securities laws of any jurisdiction.

	ILIAC will reimburse DSL and each officer or director, for any legal or other
	expenses reasonably incurred by DSL or such officer or director in connection with
	investigating or defending any such loss, claim, damage, liability or action;
	provided that ILIAC will not be liable in any such case to the extent that such loss,
	claim, damage or liability arises out of, or is based upon, an untrue statement or
	alleged untrue statement or omission or alleged omission made in reliance upon
	and in conformity with information (including, without limitation, negative
	responses to inquiries) furnished to ILIAC by or on behalf of DSL specifically for
	use in the preparation of any prospectus or any amendment thereof or any such
	blue-sky application or any amendment thereof or supplement thereto.

(b)	DSL agrees to indemnify and hold harmless ILIAC and its directors, and each of
	its officers who has signed the registration statement and each person, if any, who
	controls ILIAC within the meaning of the 1933 Act or the 1934 Act, against any
	losses, claims, damages or liabilities to which ILIAC and any such director or
	officer or controlling person may become subject, under the 1933 Act or otherwise,
	insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
	arise out of or are based upon:

	(i)	Any untrue statement or alleged untrue statement of a material fact or
		omission or alleged omission to state a material fact required to be stated
		therein or necessary in order to make the statements therein, in light of the
		circumstances under which they were made, not misleading, contained (a)
		in any prospectus or any amendments thereof, or, (b) in any blue-sky
		application, in each case to the extent, but only to the extent, that such
		untrue statement or alleged untrue statement or omission or alleged
		omission was made in reliance upon and in conformity with information
		(including without limitation, negative responses to inquiries) furnished to
		ILIAC by DSL specifically for use in the preparation of any prospectus or
		any amendments thereof or any such blue-sky application or any such
		amendment thereof or supplement thereto; or

	(ii)	Any unauthorized use of sales materials or any verbal or written
		misrepresentations or any unlawful sales practices concerning Annuity
		Contracts by DSL; or

	(iii)	Claims by agents or representatives or employees of DSL for
		commissions, service fees, expense allowances or other compensation or
		remuneration of any type.

	DSL will reimburse ILIAC and any director or officer or controlling person for any


	legal or other expenses reasonably incurred by ILIAC, such director or controlling
	person in connection with investigating or defending any such loss, claim, damage,
	liability or action. This indemnity agreement will be in addition to any liability
	which DSL may otherwise have.

(c)	Promptly after receipt by a party entitled to indemnification ("indemnified party")
	under this paragraph 12 of notice of the commencement of any action, if a claim in
	respect thereof is to be made against any person obligated to provide
	indemnification under this paragraph 12 ("indemnifying party"), such indemnified
	party will notify the indemnifying party in writing of the commencement thereof,
	but the omission so to notify the indemnifying party will not relieve it from any
	liability under this paragraph 12, except to the extent that the omission results in a
	failure of actual notice to the indemnifying party and such indemnifying party is
	damaged solely as a result of the failure to give such notice. In case any such
	action is brought against any indemnified party, and it notifies the indemnifying
	party of the commencement thereof, the indemnifying party will be entitled to
	participate therein, and to the extent that it may wish, to assume the defense
	thereof, with separate counsel satisfactory to the indemnified party. Such
	participation shall not relieve such indemnifying party of the obligation to
	reimburse the indemnified party for reasonable legal and other expenses incurred
	by such indemnified party in defending himself except for such expenses incurred
	after the indemnifying party has deposited funds sufficient to effect the settlement,
	with prejudice, of the claim in respect of which indemnity is sought. Any such
	indemnifying party shall not be liable to any such indemnified party on account of
	any settlement of any claim or action effected without the consent of such
	indemnifying party.


(d)	The indemnity agreements contained in this paragraph 12 shall remain operative
	and in full force and effect, regardless of:

	(i) any investigation made by or on behalf of DSL or any officer or director
	thereof or by or on behalf of ILIAC;
	(ii) delivery of any Annuity Contracts and payments therefore; or
	(iii) any termination of this Agreement.

A successor by law of any of the parties to this Agreement shall be entitled to the benefits of the
indemnity agreements contained in this paragraph 12.


13.	Termination

	(a)	This Agreement may be terminated at any time by mutual consent of the parties;
	(b)	This Agreement may be terminated at any time, for any reason, by either party on sixty
		(60) days’ written notice to the other party;
	(c)	Either party may terminate if the other materially breaches any of the terms of this
		Agreement and fails to cure the breach within thirty days of notification by the other
		party of such breach;
	(d)	Upon termination of this Agreement all authorizations, rights and obligations shall cease
		except:

		(i)	the obligation to settle accounts hereunder, including commissions for
			Annuity Contracts in effect at the time of termination;
		(ii)	the agreements contained in paragraph 11 hereof; and
		(iii)	the indemnity set forth in paragraph 12 hereof.

14. Regulation

This Agreement shall be subject to the provisions of the 1940 Act and the 1934 Act and the rules, regulations, and rulings thereunder and of the FINRA, from time to time in effect, including such exemptions from the 1940 Act as the SEC may grant, and the terms hereof shall be interpreted and construed in accordance therewith.

DSL shall submit to all regulatory and administrative bodies having jurisdiction over the operations of ILIAC or the Account, present or future, any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws or regulations.

15. Severability

If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

16.	General

A.	Force Majeure

	Either party may be excused for delay or failure to perform under this Agreement if such delay
	failure is due to the direct or indirect result of acts of God or government, war or national
	emergency, or for any cause beyond the reasonable control of either party.

B.	Entire Agreement

	This Agreement and any attachments hereto and the material incorporated herein by reference
	forth the entire agreement between the parties, and supercede all prior representations,
	agreements and understandings, written or oral. Changes in the Agreement may be made only
	a writing signed by both the parties hereto.

C.	Notices

	All notices or other communications under this Agreement shall be in writing and, unless
	otherwise specifically provided for herein, shall be deemed given when addressed

(a) if to ILIAC:

Law Department
ING Life Insurance and Annuity Company
One Orange Way
Windsor, CT 06095

(b) if to DSL:

Chief Compliance Officer
Directed Services, LLC
1475 Dunwoody Drive
West Chester, PA 19380


D.	Successors, Assigns
	This Agreement shall be binding upon and shall inure to the benefit of the parties and their
	respective successors and assigns. Neither this Agreement nor any right hereunder may be
	assigned without the written consent of the other party.
E.	Governing Law
	This Agreement shall be governed by and construed in accordance with the laws of the State of
	Connecticut.

G.	Counterparts
	This Agreement may be executed in one or more counterparts, each of which shall constitute an
	original and all of which together shall constitute one and the same instrument

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


ING LIFE INSURANCE AND ANNUITY COMPANY
	William L. Lowe
Name:	/s/ William L. Lowe
Title:	Vice President

DIRECTED SERVICES, LLC
/s/ Ann H. Hughes
Ann Hughes
President

EXHIBIT A

ING Select Rate

Single Premium Deferred Modified Guaranteed Annuity Contract

Form No. IU-IA-3096

ING Multi-Index 5 & 7

Modified Single Premium Deferred Annuity Contracts

Form Nos. IU-IA-3089 and IU-IA-3090

ING Select Opportunities

Modified Single Premium Deferred Variable Annuity Contract

Form No. IU-IA-4017

EX-4.II 3 iu-ra4021.htm IRA ENDORSEMENT iu-ra4021.htm - Generated by SEC Publisher for SEC Filing

ING Life Insurance and Annuity Company
P.O. BOX 10450, 909 LOCUST STREET,DES MOINES, IOWA 50306-0450

Individual Retirement Annuity Endorsement

The Contract to which this Individual Retirement Annuity Endorsement (this “Endorsement”) is attached is hereby modified by the provisions of this Endorsement. The Endorsement provisions shall control if there is a conflict between the Endorsement and the Contract, including any other endorsements or riders issued with the Contract. Any capitalized terms not defined in this Endorsement shall have the meaning given to them in the Contract. This Endorsement is effective as of the Contract Date.

This Endorsement amends the Contract in order to meet the qualification requirements for an Individual Retirement Annuity (“IRA”) under Section 408(b) of the Code, and shall be interpreted in accordance with that section.

YOU MAY RETURN YOUR IRA AT THE ADDRESS SHOWN ABOVE WITHIN 7 DAYS (OR LONGER IF REQUIRED BY LAW OR BY THE PROVISIONS OF YOUR IRA) AFTER THE DATE YOU RECEIVE IT. IF SO RETURNED, WE WILL PROMPTLY RETURN YOUR ENTIRE PREMIUM PAID LESS ANY WITHDRAWALS OR SURRENDERS. IF YOU RETURN YOUR IRA AFTER 7 DAYS, THE RETURN OF FUNDS WILL BE IN ACCORDANCE WITH THE "RIGHT TO EXAMINE AND RETURN THIS CONTRACT" PROVISION OF THE CONTRACT TO WHICH THIS IRA ENDORSEMENT IS ATTACHED.

If you send correspondence indicating your intent to return your IRA, your letter must be postmarked during the 7-day period (or longer if required by law or by the provisions of your IRA) following the date you received your IRA. You must also enclose your Contract.

1. IMPORTANT TERMS AND DEFINITIONS

Compensation means wages, salaries, professional fees, or other amounts derived from or received for personal services actually rendered (including, but not limited to commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, and bonuses) and includes earned income, as defined in Section 401(c)(2) of the Code (reduced by the deduction you take for Contributions made to a self-employed retirement plan if you are self-employed). For the purposes of this definition, Section 401(c)(2) of the Code shall be applied as if the terms “trade” or “business” for purposes of Section 1402 of the Code includes service described in subsection (c)(6). Compensation does not include amounts derived from or received as earnings or profits from property (including but not limited to interes t and dividends) or amounts not includible in gross income. Compensation also does not include any amount received as a pension or annuity or as deferred compensation. Compensation shall include any amount includible in your gross income under Section 71 of the Code with respect to a divorce or separation instrument described in subparagraph (A) of Section 71(b)(2) of the Code. The term “compensation” includes any differential wage payment, as defined in Section 3401(h)(2) of the Code. For purposes of this definition, the amount of compensation includible in your gross income shall be determined without regard to Section 112 of the Code.

Contribution means Premium, as used in the Contract. Contributions may be limited under the “CONTRIBUTIONS” section below.

Designated Beneficiary means a natural person who is a “designated beneficiary” within the meaning of Section 401(a)(9) of the Code and the Income Tax Regulations thereunder.

Interest means the Accumulation Value plus the amount of any outstanding rollover, transfer and recharacterization under Q&As-7 and -8 of Section 1.408-8 of the Income Tax Regulations and, prior to the date that the Contract is annuitized, the actuarial value of any other benefits provided under the Contract, such as certain guaranteed living and death benefits.

Income Tax Regulations mean the regulations found in Title 26 of the Code of Federal Regulations.

IU-RA-4021

2. NON-FORFEITABLE AND NON-TRANSFERABLE

The Contract is established for the exclusive benefit of you or your beneficiaries. Joint Owners are not permitted. You are also the Annuitant.

Your Interest in the Contract is nontransferable and, except as provided by law, is nonforfeitable. It may not be sold, assigned, discounted or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose.

IU-RA-4021

3. CONTRIBUTIONS


3.1 Maximum Regular Contribution Limits
The Contract to which this Endorsement is attached may permit the Contribution of: (1) an Initial Premium and
Additional Premiums, (2) an Initial Premium and, on a limited basis, Additional Premiums, or (3) only a Single
Premium. In addition, the Contract may require the payment of a minimum Premium amount. Additional
Premiums, if permitted under the Contract, will be subject to a minimum amount that is not greater than $50.
(1)	A Contribution permitted under the Contract may include a rollover contribution (as permitted by Code
	Sections 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3) and 457(e)(16)), a non-taxable
	transfer from an individual retirement plan under Code Section 7701(a)(37), and cash not exceeding
	$5,000 for any taxable year. In addition, if the Contract permits the Contribution of an Initial Premium and
	Additional Premiums, a permitted Contribution may include a Contribution made in accordance with the
	terms of a Simplified Employee Pension (SEP) as described in Code Section 408(k). After 2008, this
	annual cash contribution limit will be adjusted by the Secretary of the Treasury for cost-of-living increases
	under Code Section 219(b)(5)(D). Such adjustments will be in multiples of $500.
(2)	In the case of an individual who is 50 or older, the annual cash contribution limit is increased by $1,000 for
	any taxable year beginning in 2006 and years thereafter.
(3)	In addition to the amounts described in paragraphs (1) and (2) above, a Contribution permitted under the
	Contract may include an individual’s repayment of a qualified reservist distribution described in Code
	Section 72(t)(2)(G) during the 2-year period beginning on the day after the end of the active duty period.

3.2 SIMPLE IRA Contribution Limitation

No Contributions will be accepted under a SIMPLE IRA plan established by any employer pursuant to Section

408(p) of the Code. Also, no transfer or rollover of funds attributable to Contributions made by a particular

employer under its SIMPLE IRA plan will be accepted from a SIMPLE IRA, that is, an IRA used in conjunction

with a SIMPLE IRA plan, prior to the expiration of the 2-year period beginning on the date you first participated

in that employer’s SIMPLE IRA plan.

IU-RA-4021

4. REQUIRED MINIMUM DISTRIBUTIONS

4.1 In General

Notwithstanding any provision of this IRA to the contrary, the distribution of your Interest in this IRA shall be

made in accordance with the requirements of Code Section 408(b)(3) and the Income Tax Regulations

thereunder, the provisions of which are herein incorporated by reference. If distributions are not made in the

form of an annuity on an irrevocable basis (except for acceleration), then distribution of the Interest in this IRA

must satisfy the requirements of Section 408(a)(6) of the Code and the regulations thereunder, rather than the

provisions of subsections 4.2 and 4.3.

4.2 Required Minimum Distributions

Your entire Interest in the IRA will be distributed no later than April 1 following the calendar year in which you

attain 70½ (the "required beginning date") over your life or the lives of you and your Designated Beneficiary, or

a period certain not extending beyond your life expectancy or the joint and last survivor expectancy of you and

your Designated Beneficiary. Payments must be made in periodic payments at intervals of no longer than 1

year and must be either nonincreasing or they may increase only as provided in Q&As-1 and -4 of Section

1.401(a)(9)-6 of the Income Tax Regulations. In addition, any distribution must satisfy the incidental benefit

requirements specified in Q&A-2 under Section 1.401(a)(9)-6 of the Income Tax Regulations.

The distribution periods described in the paragraph above cannot exceed the periods specified in Section

1.401(a)(9)-6 of the Income Tax Regulations.

The first required payment can be made as late as April 1 of the year following the year in which you attain

70½ and must be the payment that is required for one payment interval. The second payment need not be

made until the end of the next payment interval. If all or a portion of an individual account is used to purchase

an annuity after distributions are required to commence (the required beginning date, in the case of

distributions commencing before death, or the date determined under Q&A-3 of Section 1.401(a)(9)-3 of the

Income Tax Regulations, in the case of distributions commencing after death), payments under the annuity,

and distributions of any remaining account, must be made in accordance with Q&A-5(e) of Section

1.401(a)(9)-5 of the Income Tax Regulations.


4.3 Distributions Upon Death
Death On or After Required Distributions Commence. If you die on or after the date required distributions
commence, the remaining portion of your Interest will continue to be distributed under the Contract option
chosen.

Death Before Required Distributions Commence. If you die before required distributions commence, your
entire Interest will be distributed at least as rapidly as follows:
(1)	If the Designated Beneficiary is someone other than your surviving spouse, the remaining portion of the
	entire Interest will be distributed, starting by the end of the calendar year following the calendar year of
	your death, over the Designated Beneficiary’s life, or over a period not extending beyond the remaining life
	expectancy of the Designated Beneficiary, with such life expectancy determined using the age of the
	Designated Beneficiary as of his or her birthday in the year following the year of your death, or if elected, in
	accordance with paragraph (3) below.
(2)	If the sole Designated Beneficiary is your surviving spouse, the entire Interest must be distributed, starting
	by the end of the calendar year following the calendar year of your death (or by the end of the calendar
	year in which you would have attained age 70½, if later), over such spouse’s life, or over a period not
	extending beyond the remaining life expectancy of the surviving spouse, or, if elected, in accordance with
	paragraph (3) below. If the surviving spouse dies before required distributions commence to him or her,
	the remaining Interest will be distributed, starting by the end of the calendar year following the calendar
	year of the spouse’s death, over the spouse’s Designated Beneficiary’s life, or over a period not extending
	beyond the remaining life expectancy determined using such Designated Beneficiary’s age as of his or her
	birthday in the year following the death of the spouse, or, if elected, will be distributed in accordance with
	paragraph (3) below.

	If the surviving spouse dies after the required distributions commence to him or her, any remaining
	Interest will continue to be distributed under the Contract option chosen.

IU-RA-4021


(3)	If there is no Designated Beneficiary, or if applicable by operation of paragraph (1) or (2) above, the entire
	Interest will be distributed by the end of the calendar year containing the 5th anniversary of your death (or
	of the spouse’s death in the case of the surviving spouse’s death before distributions are required to begin
	under paragraph (2) above).
(4)	Life expectancy is determined using the Single Life Table in Q&A-1 of Section 1.401(a)(9)-9 of the Income
	Tax Regulations. If distributions are being made to a surviving spouse as the sole Designated
	Beneficiary, such spouse’s remaining life expectancy for a year is the number in the Single Life Table
	corresponding to such spouse’s age in the year. In all other cases, remaining life expectancy for a year is
	the number in the Single Life Table corresponding to the Designated Beneficiary’s age in the year
	specified in paragraph (1) or (2) above and reduced by 1 for each subsequent year. If distributions are
	made in the form of an annuity, life expectancy is not recalculated.
(5)	For purposes of this Section 4.3, required distributions are considered to commence on your required
	beginning date or, if applicable, on the date distributions are required to begin to the surviving spouse
	under paragraph (2) above. However, if distributions start prior to the applicable date in the preceding
	sentence, on an irrevocable basis (except for acceleration) under an annuity contract meeting the
	requirements of Section 1.401(a)(9)-6 of the Income Tax Regulations, then required distributions are
	considered to commence on the annuity starting date.
(6)	If you die prior to the date annuity payments commence under the Contract and the sole Designated
	Beneficiary is your surviving spouse, the spouse may elect to treat the Contract as his or her own IRA.
	This election will be deemed to have been made if such surviving spouse makes a Contribution to the
	Contract or fails to take required distributions as the Designated Beneficiary. This election may only be
	made once, and thus may not be made a second time if the surviving spouse Designated Beneficiary
	elects to treat the IRA as his or her own, remarries, and his or her new spouse is the sole Designated
	Beneficiary.

IU-RA-4021

5. GENERAL PROVISIONS

5.1 Multiple IRAs

If you own more than one IRA, the required minimum distribution must be calculated separately for each IRA.

The separately calculated amounts may be totaled and the total distribution taken from any one or more of

your IRAs under the rules set forth in Q&A-9 of Section 1.408-8 of the Income Tax Regulations. Amounts in

IRAs that you hold as a beneficiary of the same decedent and which are being distributed under Code Section

401(a)(9)(B)(iii) or (iv) may be aggregated, but such amounts may not be aggregated with amounts held in

IRAs that you hold as the IRA owner or as the beneficiary of another decedent.

5.2 Annual Report

We will furnish annual calendar year reports concerning the status of the Contract and such information

concerning required minimum distributions as is prescribed by the Commissioner of the Internal Revenue

Service.

5.3 Amendments

We reserve the right to amend or administer this Endorsement, subject to regulatory approval, as necessary

to comply with the Code, the Income Tax Regulations or published Internal Revenue Service Rulings. We will

send a copy of any such amendment to you. It will be mailed to the last post office address known to us. Any

such changes will apply uniformly to all Contracts that are affected.

5.4 Annuity Plan Table

When the underlying Contract is issued in connection with a SEP-IRA, Annuity Plan Tables B and C in the

underlying Contract are replaced with the following tables:


Table B: Life Payments (Single Annuitant)

		Life with 10	Life with 20
Annuitant's	Life Only	Years	Years
Age	Unisex	Period	Period
		Certain	Certain
		Unisex	Unisex
50	$2.75	$2.74	$2.70
55	3.08	3.07	2.99
60	3.52	3.49	3.34
65	4.11	4.04	3.72
70	4.93	4.75	4.10
75	6.12	5.67	4.38
80	7.88	6.71	4.53
85	10.50	7.65	4.58

IU-RA-4021


Table C: Joint and Last Survivor Life Payments (Joint Annuitants)

Age

Age	50	55	60	65	70	75	80	85	90	95
50	$2.41	$2.51	$2.59	$2.65	$2.69	$2.71	$2.73	$2.74	$2.74	$2.74
55	2.51	2.66	2.79	2.89	2.97	3.01	3.04	3.06	3.07	3.08
60	2.59	2.79	2.98	3.15	3.29	3.38	3.44	3.48	3.50	3.51
65	2.65	2.89	3.15	3.41	3.64	3.82	3.97	4.02	4.06	4.08
70	2.69	2.97	3.29	3.64	3.99	4.31	4.56	4.72	4.82	4.87
75	2.71	3.01	3.38	3.82	4.31	4.82	5.27	5.62	5.84	5.97
80	2.73	3.04	3.44	3.94	4.56	5.27	6.01	6.67	7.15	7.46
85	2.74	3.06	3.48	4.02	4.72	5.62	6.67	7.76	8.70	9.37

All other provisions of the Contract remain unchanged.

IU-RA-4021

EX-4.III 4 iu-ra4022.htm ROTH IRA ENDORSEMENT iu-ra4022.htm - Generated by SEC Publisher for SEC Filing

ING Life Insurance and Annuity Company
P.O. BOX 10450, 909 LOCUST STREET,DES MOINES, IOWA 50306-0450

Roth Individual Retirement Annuity Endorsement

The Contract to which this Roth Individual Retirement Annuity Endorsement (this “Endorsement”) is attached is hereby modified by the provisions of this Endorsement. The Endorsement provisions shall control if there is a conflict between the Endorsement and the Contract, including any other endorsements or riders issued with the Contract. Any capitalized terms not defined in this Endorsement shall have the meaning given to them in the Contract. This Endorsement is effective as of the date it is attached to the Contract.

This Endorsement amends the Contract in order to meet the qualification requirements for a Roth Individual Retirement Annuity (“Roth IRA”) under Section 408A of the Code, and shall be interpreted in accordance with that section.

YOU MAY RETURN YOUR ROTH IRA AT THE ADDRESS SHOWN ABOVE WITHIN 7 DAYS (OR LONGER IF REQUIRED BY LAW OR BY THE PROVISIONS OF YOUR ROTH IRA) AFTER THE DATE YOU RECEIVE IT. IF SO RETURNED, WE WILL PROMPTLY RETURN YOUR ENTIRE PREMIUM PAID LESS ANY WITHDRAWALS OR SURRENDERS. IF YOU RETURN YOUR ROTH IRA AFTER 7 DAYS, THE RETURN OF FUNDS WILL BE IN ACCORDANCE WITH THE "RIGHT TO EXAMINE AND RETURN THIS CONTRACT" PROVISION OF THE CONTRACT TO WHICH THIS ROTH IRA ENDORSEMENT IS ATTACHED.

If you send correspondence indicating your intent to return your Roth IRA, your letter must be postmarked during the 7-day period (or longer if required by law or by the provisions of your Roth IRA) following the date you received your Roth IRA. You must also enclose your Contract.

1. IMPORTANT TERMS AND DEFINITIONS

Contribution means Premium, as used in the Contract. Contributions may be limited under the “CONTRIBUTIONS” section below.

Designated Beneficiary means a natural person who is a “designated beneficiary” within the meaning of Section 401(a)(9) of the Code and the Income Tax Regulations thereunder.

Interest means the Accumulation Value plus the amount of any outstanding rollover, transfer, and re-characterization under Q&As-7 and -8 of Section 1.408-8 of the Income Tax Regulations and, prior to the date that the Contract is annuitized, the actuarial value of any other benefits provided under the Contract, such as certain guaranteed living and death benefits.

Income Tax Regulations mean the regulations found in Title 26 of the Code of Federal Regulations.

IU-RA-4022

Modified Adjusted Gross Income or Modified AGI means the amount defined in Section 408A(c)(3)(C)(i) of the Code and does not include any amount included in adjusted gross income as a result of a rollover from an eligible retirement plan other than a Roth IRA (a “conversion”).

Qualified Rollover Contribution means a rollover Contribution of a distribution from an IRA that meets the requirements of Section 408(d)(3) of the Code, except the one-rollover-per-year rule of Section 408(d)(3)(B) of the Code does not apply if the rollover Contribution is from an IRA other than a Roth IRA; i.e. a non-Roth IRA. A Qualified Rollover Contribution includes a rollover from a designated Roth account described in Section 402A of the Code and an eligible retirement plan described in Section 402(c)(8)(B) of the Code.

Recharacterization means a regular Contribution to a non-Roth IRA that is recharacterized pursuant to the rules in Section 1.408A-5 of the regulations as a regular Contribution to this Roth IRA, subject to the limits in 3.1 below.

IU-RA-4022

2. NON-FORFEITABLE AND NON-TRANSFERABLE

The Contract is established for the exclusive benefit of you or your beneficiaries. Joint Owners are not permitted. You are also the Annuitant.

IU-RA-4022

3. CONTRIBUTIONS

3.1 Maximum Regular Contribution Limits

The Contract to which this Endorsement is attached may permit the Contribution of: (1) an Initial Premium and Additional Premiums, (2) an Initial Premium and, on a limited basis, Additional Premiums, or (3) only a Single Premium. In addition, the Contract to which this Endorsement is attached may require the payment of a minimum Premium amount. Additional Premiums, if permitted under the Contract, will be subject to a minimum amount that is not greater than $50.

Maximum Permissible Amount. A Contribution permitted under the Contract may include a Qualified Rollover Contribution, a non-taxable transfer from another Roth IRA, a Recharacterization, and cash. The total of such cash Contributions to all Roth IRA’s held by you in a taxable year may not exceed the lesser of the applicable amount (described below) or your Compensation for the year. The Contribution described in the previous sentence that may not exceed the lesser of the applicable amount or the Owner’s Compensation is referred to as a “regular Contribution.” However, notwithstanding the dollar limits on Contributions, a Contribution permitted under the Contract may include an individual’s repayment of a qualified reservist distribution described in Code Section 72(t)(2)(G) during the 2-year period beginning on the day after the end of the active duty period.

If you are under age 50, the applicable amount is $5,000 for taxable year 2008 and thereafter. After 2008, the $5,000 amount will be adjusted by the Secretary of the Treasury for cost-of-living increases under Section 219(b)(5)(D) of the Code. Such adjustments, if any, will be in multiples of $500.

If you are age 50 or older, the applicable amount under the previous paragraph is increased by $1,000.

The maximum regular Contribution that can be made to all of your Roth IRAs for a taxable year is the smaller amount determined under (1) or (2) below.

(1) The maximum regular Contribution is phased out ratably between certain levels of Modified AGI in accordance with the following table:

Filing Status	Full Contribution	Phase-out Range	No Contribution
		Modified AGI

Single or Head of	$95,000 or less	Between $95,000 and	$110,000 or more
Household		$110,000

Joint Return or	$150,000 or less	Between $150,000	$160,000 or more
Qualifying Widow(er)		and $160,000

Married Separate	$0	Between $0 and	$10,000 or more
Return		$10,000

If your Modified AGI for a taxable year is in the phase-out range, the maximum regular Contribution determined under this table for that taxable year is rounded up to the next multiple of $10 and is not reduced below $200. After 2006, the dollar amounts above will be adjusted by the Secretary of the Treasury for cost-of-living increases under Section 408A(c)(3) of the Code. Such adjustments will be in multiples of $1,000.

(2) If you make regular Contributions to both Roth IRA’s and non-Roth IRA’s in any taxable year, the maximum regular Contribution that may be made to all of your Roth IRA’s in that taxable year is reduced by the regular Contributions made to your non-Roth IRA’s for that taxable year.

3.2 SIMPLE IRA Contribution Limitation

No Contributions to this Roth IRA will be accepted under a SIMPLE IRA plan established by any employer pursuant to Section 408(p) of the Code. Also, no transfer or rollover of funds attributable to Contributions made by a particular employer under its SIMPLE IRA plan will be accepted from a SIMPLE IRA, that is, an IRA used in conjunction with a SIMPLE IRA plan, prior to the expiration of the 2-year period beginning on the date you first participated in that employer’s SIMPLE IRA plan.

IU-RA-4022

4. REQUIRED MINIMUM DISTRIBUTIONS

4.1 In General

Notwithstanding any provision of the Contract to the contrary, the distribution of your Interest in this Roth IRA

shall be made in accordance with the requirements of Section 408(b)(3) of the Code, as modified by Section

408A(c)(5) of the Code, and the Income Tax Regulations thereunder, the provisions of which are herein

incorporated by reference. If distributions are not made in the form of an annuity on an irrevocable basis

(except for acceleration), then distribution of the Interest in the Contract must satisfy the requirements of

Section 408(a)(6) of the Code, as modified by Section 408A(c)(5) of the Code, and the regulations thereunder,

rather than the distribution rules noted below.

4.2 Distributions During the Owner’s Life

No amount is required to be distributed under Code Section 408A or Code Section 401(a)(9) prior to your

death. However if distributions commence under an Annuity Plan while you are alive, the Annuity Plan that

you may elect will be limited as necessary so that any Annuity Payments made after your death will satisfy

Section 4.3 below. In particular, unless otherwise permitted under applicable federal tax law and by us, any

Period Certain of Annuity Payments commencing during your life may not exceed the life expectancy of the

Designated Beneficiary.


4.3 Distributions Upon Death
Upon your death, the entire Interest will be distributed at least as rapidly as follows:
(1)	If the Designated Beneficiary is someone other than your surviving spouse, the remaining portion of the
	entire Interest will be distributed, starting by the end of the calendar year following the calendar year of
	your death, over the Designated Beneficiary’s life, or over a period not extending beyond the remaining life
	expectancy of the Designated Beneficiary, with such life expectancy determined using the age of the
	Designated Beneficiary as of his or her birthday in the year following the year of your death, or if elected, in
	accordance with paragraph (3) below.
(2)	If the sole Designated Beneficiary is your surviving spouse, the entire Interest will be distributed, starting
	by the end of the calendar year following the calendar year of your death (or by the end of the calendar
	year in which you would have attained age 70½, if later), over such spouse’s life, or over a period not
	extending beyond the remaining life expectancy of the surviving spouse, or, if elected, in accordance with
	paragraph (3) below. If the surviving spouse dies before required distributions commence to him or her,
	the remaining Interest will be distributed, starting by the end of the calendar year following the calendar
	year of the spouse’s death, over the spouse’s Designated Beneficiary’s remaining life expectancy
	determined using such Designated Beneficiary's age as of his or her birthday in the year following the
	death of the spouse, or, if elected, will be distributed in accordance with paragraph (3) below.

	If the surviving spouse dies after the required distributions commence to him or her, any remaining
	Interest will continue to be distributed under the Contract option chosen.
(3)	If there is no Designated Beneficiary, or if applicable by operation of paragraph (1) or (2) above, the entire
	Interest will be distributed by the end of the calendar year containing the 5th anniversary of your death (or
	of the spouse’s death in the case of the surviving spouse’s death before distributions are required to begin
	under paragraph (2) above).
(4)	Life expectancy is determined using the Single Life Table in Q&A-1 of Section 1.401(a)(9)-9 of the Income
	Tax Regulations. If distributions are being made to a surviving spouse as the sole Designated
	Beneficiary, such spouse’s remaining life expectancy for a year is the number in the Single Life Table
	corresponding to such spouse’s age in the year. In all other cases, remaining life expectancy for a year is
	the number in the Single Life Table corresponding to the Designated Beneficiary’s age in the year
	specified in paragraph (1) or (2) above and reduced by 1 for each subsequent year. If distributions are
	made in the form of an annuity, life expectancy is not recalculated.
(5)	For purposes of this Section 4.3, required distributions are considered to commence on the date
	distributions are required to begin to the surviving spouse under paragraph (2) above. However, if
	distributions start prior to the applicable date in the preceding sentence, on an irrevocable basis (except
	for acceleration) under an annuity contract meeting the requirements of Section 1.401(a)(9)-6 of the
	Income Tax Regulations, then required distributions are considered to commence on the annuity starting
	date.

IU-RA-4022


(6)	If you die prior to the date annuity payments commence under the Contract and the sole Designated
	Beneficiary is your surviving spouse, the spouse may elect to treat the Contract as his or her own Roth
	IRA. This election will be deemed to have been made if such surviving spouse makes a Contribution to
	the Contract or fails to take required distributions as the Designated Beneficiary. This election may be
	made only once, and thus may not be made a second time if the surviving spouse Designated Beneficiary
	elects to treat the IRA as his or her own, remarries, and his or her new spouse is the sole Designated
	Beneficiary.

IU-RA-4022

5. GENERAL PROVISIONS

5.1 Annual Report

We will furnish annual calendar year reports concerning the status of the Contract and such information

concerning required minimum distributions as is prescribed by the Commissioner of the Internal Revenue

Service.

5.2 Amendments

We reserve the right to amend or administer this Endorsement, subject to regulatory approval, as necessary

to comply with the Code, the Income Tax Regulations or published Internal Revenue Service Rulings. We

will send a copy of any such amendment to you. It will be mailed to the last post office address known to us.

Any such changes will apply uniformly to all Contracts that are affected.

All other provisions of the Contract remain unchanged.

IU-RA-4022

EX-4.IV 5 application-153740_12142009.htm SINGLE PREMIUM DEFERRED MODIFIED GUARANTEED ANNUITY APP application-153740_12142009.htm - Generated by SEC Publisher for SEC Filing

ING SELECT RATE APPLICATION
MODIFIED GUARANTEED ANNUITY

ING Life Insurance and Annuity Company

(“the Company”)

A member of the ING family of companies

PO Box 10450, Des Moines, IA 50306-0450

Overnight Delivery: ING Annuities, 909 Locust Street, Des Moines, IA 50309-2899 Phone: 888-854-5950 Fax: 860-580-0919 www.ingfinancialsolutions.com

1. PRODUCT/CONTRACT INFORMATION

Select one. Subject to state availability. For issue ages 76-80, only guarantee periods of 5 years or fewer will be available. Guarantee Periodc 1-Yearc 2-Yearc 3-Yearc 4-Yearc 5-Yearc 6-Yearc 7-Yearc 8-Yearc 9-Yearc 10-Year

If this application is being signed in a state other than the owner’s resident state, please specify the state where the business

was solicited and the purpose of the visit.

Client Account Number (Broker-dealer use only.)

2. OWNER (If a trust is designated as the owner, complete the Certificate of Trust form and submit it with this application.)


Name
SSN/TIN	Birth Date/Trust Date	c Male	c Female
Street Address (PO boxes are not permitted.)
City	State	ZIP
Mailing Address (If different than above.)
City	State	ZIP
Country of Citizenship	Country of Incorporation
Phone	E-mail Address
JOINT OWNER (Not available with qualified plans.)
Name
SSN	Birth Date	c Male	c Female
Street Address (PO boxes are not permitted.)
City	State	ZIP
Mailing Address (If different than above.)
City	State	ZIP
Country of Citizenship	Phone
Relationship to Owner	E-mail Address
153740(09/09)	Page 1 of 5 - Incomplete without all pages.		Order #153740 12/14/2009
			LifeCAD/R

3. ANNUITANT(S) (Designate an annuitant below in the event that: 1) the individual owner is not the annuitant; 2) there is joint ownership; or 3) the owner is not a natural person. If an individual owner is named and an annuitant is not named below, the individual owner will be named as the annuitant. The owner is required to have an insurable interest in the life of the annuitant. As defined in more detail in the prospectus, an insurable interest means the owner has a lawful and substantial economic interest in the continued life of the annuitant.)


Name		Phone
SSN	Birth Date		c Male	c Female
Street Address (PO boxes are not permitted.)
City		State	ZIP
Country of Citizenship		Relationship to Owner
ANNUITANT
Name		Phone
SSN	Birth Date		c Male	c Female
Street Address (PO boxes are not permitted.)
City		State	ZIP
Country of Citizenship		Relationship to Owner

c Contingent annuitant (Provide the contingent annuitant’s name, SSN, birth date, gender, and street address in the Special Remarks area of Section 7.)

4. BENEFICIARY INFORMATION

If you would like to designate a restricted beneficiary, complete the Restricted Beneficiary form and submit it with this application. Total percentage of primary beneficiary shares must equal 100%. Total percentage of contingent beneficiary shares must also equal 100%. If no percentages are listed, beneficiaries' shares will be distributed equally. Additional beneficiaries should be listed on a separate piece of paper that includes the owner’s signature and the date.

Name

Gender Birth Date/Trust Date

SSN/TIN

Relationship to Owner

% Beneficiary Type

Primary

c Primary
c Contingent

c Primary
c Contingent

c Primary
c Contingent

c Primary
c Contingent

5. PREMIUM AND PLAN TYPE

Make all checks payable to ING Life Insurance and Annuity Company. Complete either the nonqualified or the qualified section, not both.


Premium: $	and/or Estimated Amount of Transfer(s)/1035 Exchange(s): $

NONQUALIFIED - SOURCE OF FUNDS: c New Purchase (money with application)
	c 1035 Exchange c Transfer from money market account, CD or mutual fund
QUALIFIED - SOURCE OF FUNDS:	c New Purchase (money with application)		c Contribution for tax year
	c Rollover	c
	Transfer

Type of IRA Applied For:	c Traditional IRA	c Roth IRA c SEP-IRA
153740(09/09)	Page 2 of 5 - Incomplete without all pages.		Order #153740 12/14/2009
			LifeCAD/R

6. IMPORTANT INFORMATION AND STATE REQUIRED NOTICES

To help the government fight the funding for terrorism and money-laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you — when you apply for an annuity, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents. If you wish to have a more detailed explanation of our information practices, please write to: Customer Service Center, ING Annuities, 909 Locust Street, Des Moines, IA 50309-2899.

Pursuant to federal law (the Defense of Marriage Act of 1996), certain favorable federal tax treatment available to opposite-sex spouses is not available to same-sex spouses. For instance, federal tax law allows a surviving spouse who is designated the beneficiary under an annuity to continue the annuity when the owner dies. This alternative death benefit option is not available to a same-sex spouse beneficiary. If you are a same-sex spouse, we suggest that you consult with a tax advisor prior to purchasing an annuity contract, such as this one, which provides spousal benefits.

Below are notices that apply only in certain states. Please read the following carefully to see if any apply in your state.

Arkansas, Louisiana, Maine, New Mexico, Ohio, Oklahoma, Tennessee, Washington, West Virginia: Any person who knowingly and with intent to injure, defraud or deceive any insurance company, submits an application for insurance containing any materially false, incomplete, or misleading information, or conceals for the purpose of misleading, any material fact, is guilty of insurance fraud, which is a crime and in certain states, a felony. Penalties may include imprisonment, fine, denial of benefits, or civil damages.

Arizona: On receiving your written request, we will provide you with information regarding the benefits and provisions of the annuity contract for which you have applied. If you are not satisfied, you may cancel your contract by returning it within 20 days, or within 30 days if you are 65 years of age or older on the date of the application for the annuity, after the date you receive it. Any premium paid for the returned contract will be refunded without interest.

California Reg. 789.8: The sale or liquidation of any asset in order to buy insurance, either life insurance or an annuity contract, may have tax consequences. Terminating any life insurance policy or annuity contract may have early withdrawal penalties or other costs or penalties, as well as tax consequences. You may wish to consult independent legal or financial advice before the sale or liquidation of any asset and before the purchase of any life insurance or annuity contract. Colorado: It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policy holder or claimant for the purpose of defrauding or attempting to defraud the policy holder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies.

District of Columbia: WARNING: It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits, if false information materially related to a claim was provided by the applicant.

Florida: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO INJURE, DEFRAUD, OR DECEIVE ANY INSURANCE COMPANY

FILES AN APPLICATION FOR INSURANCE CONTAINING ANY FALSE, INCOMPLETE, OR MISLEADING INFORMATION IS GUILTY OF A

FELONY IN THE THIRD DEGREE.

Kentucky: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance containing any materially false information or conceals, for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime.

Maryland: Any person who knowingly and willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly and willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. New Jersey: Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties.

Pennsylvania: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. Virginia: Any person who, with the intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement may have violated the state law.

7. ACKNOWLEDGEMENTS AND SIGNATURES (Please read carefully.)

SIGNATURE REQUIRED BELOW! THIS ENTIRE SECTION MUST BE COMPLETED FOR YOUR APPLICATION TO BE PROCESSED IN “GOOD ORDER.” REPLACEMENT

If either question below is answered “Yes,” you must complete any state-required replacement forms, as applicable, and submit them with this application.


1. Do you currently have any existing individual life insurance policies or annuity contracts? (If “Yes,” complete the
state-required replacement form(s) and provide details below.)		c Yes	c No
2. Will this contract replace any existing individual life insurance policies or annuity contracts? (If “Yes,” complete
the state-required replacement form(s) and provide details below.)		c Yes	c No

Company	Policy/Contract #

Company	Policy/Contract #


153740(09/09)	Page 3 of 5 - Incomplete without all pages.	Order #153740 12/14/2009
		LifeCAD/R

7. ACKNOWLEDGEMENTS AND SIGNATURES (CONTINUED) (Please read carefully.) SPECIAL REMARKS

By signing below, I acknowledge receipt of the prospectus. My signature also serves as a representation that: (a) all statements and answers in this form are complete and true to the best of my knowledge and belief and may be relied upon in determining whether to issue the applied for annuity; and (b) the owner has an insurable interest, as defined above and in more detail in the prospectus, in the life of the annuitant. Only the owner and the Company have the authority to modify this form. After reviewing my financial information, I believe this contract is suitable and will meet my financial goals and objectives.

Contracts and policies and underlying Series shares or securities which fund contracts and policies are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. Also, they are subject to market fluctuation, investment risk and possible loss of principal invested.

I understand that any amount allocated to a guarantee period may be subject to a market value adjustment, which may cause the values to increase or decrease, prior to a specified date or dates as specified in the contract.

I understand that Individual Retirement Accounts (IRAs) already provide tax deferral like that provided by the contract. For an additional cost, this contract provides additional features and benefits, including death benefits and the ability to receive a lifetime income. I understand that I should purchase an annuity contract only if I have taken into account the cost of these features and benefits.

Additional information about the contract can be found in the prospectus.

TAXPAYER CERTIFICATION

Under penalties of perjury, my/our signature(s) certifies/certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me).
2.	I am not subject to backup withholding because (a) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (b) the IRS has notified me that I am no longer subject to backup withholding.
3.	I am a U.S. citizen or U.S. resident alien.

The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

¬Owner Signature


Signed at (city, state)		Date
¬Joint Owner Signature (if applicable)
Signed at (city, state)		Date
By signing below, I consent to being the individual annuitant.

¬Annuitant Signature (if other than named owner(s))		Date
¬Annuitant Signature (if other than named owner(s))		Date
153740(09/09)	Page 4 of 5 - Incomplete without all pages.		Order #153740 12/14/2009
			LifeCAD/R

8. PRODUCER INFORMATION

CHECK THE BOXES BELOW ONLY IF THEY APPLY:

c Check here to confirm that the owner(s) has an insurable interest in the life of the annuitant. As defined in

¬ more detail in the prospectus, an insurable interest means the owner has a lawful and substantial

economic interest in the continued life of the annuitant.

¬c Check here if the applicant is on active duty with the U.S. Armed Forces or is a dependent of any

active duty service member of the U.S. Armed Forces. Complete the Military Personnel Financial Services

Disclosure Regarding Insurance Products and return it with this application.

If any questions below or in the Replacement section are answered “Yes,” the applicant must complete and submit any state-required replacement forms/sales material, as applicable, with this application.


Does the applicant have any existing individual life insurance policies or annuity contracts?	c Yes	c
No
Do you have reason to believe that the contract applied for will replace any existing annuity or life insurance coverage?	c Yes	c
No

If your state has adopted replacement regulations, did you remember to do the following?

Q Provide required replacement notice to the applicant and offer to read it aloud.

Q Complete required, state-specific paperwork.

Compensation Alternative (Select one. Please verify with your broker-dealer that the option you select is available.)

c Ac B

c Cc D

Compensation will be split equally if no percentage is indicated. Partial percentages will be rounded up. Percentages must total 100%. The primary producer will be given the highest percentage in the case of unequal percentages and will receive

all correspondence regarding the contract.

By signing below you certify that: 1) replacement questions were answered; 2) any sales material was shown to the applicant and a copy was left with the applicant; 3) you used only insurer-approved sales material; 4) you have not made statements that differ from the sales material; and 5) no promises were made about the future value of any contract elements that are not guaranteed.

(This includes any expected future index gains that may apply to this contract.)

SIGNATURE REQUIRED BELOW! THIS ENTIRE SECTION MUST BE COMPLETED FOR YOUR APPLICATION TO BE PROCESSED IN “GOOD

ORDER.”


Primary Producer: Split	%
Print Name		¬Signature
NPN	SSN	Florida License # (if applicable)
Producer Phone		Broker Code
Broker-Dealer Branch
Producer #2: Split	%
Print Name		¬Signature
NPN	SSN	Florida License # (if applicable)
Producer Phone		Broker Code
Broker-Dealer Branch
Producer #3: Split	%

Print Name		¬Signature
NPN	SSN	Florida License # (if applicable)
Producer Phone		Broker Code
Broker-Dealer Branch
Broker-Dealer Use Only: Team Name			Team ID


153740(09/09)	Page 5 of 5 - Incomplete without all pages.	Order #153740 12/14/2009
		LifeCAD/R

EX-5 6 opinionltrfinal.htm OPINION AS TO LEGALITY opinionltrfinal.htm - Generated by SEC Publisher for SEC Filing

[ING STATIONERY]

December 31, 2009

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

Ladies and Gentlemen:

In my capacity as Counsel to ING Life Insurance and Annuity Company, a Connecticut domiciled
corporation (“Company”), I have supervised the preparation of the registration statement for the offering
of single premium deferred modified guaranteed annuity contracts (the “Contracts”) to be filed by the
Company with the Securities and Exchange Commission under the Securities Act of 1933.

I am of the following opinion:

	(1)	The Company was organized in accordance with the laws of the State of Connecticut and
		is a duly authorized stock life insurance company under the laws of Connecticut and the
		laws of those states in which the Company is admitted to do business;

	(2)	The Company is authorized to issue Contracts in those states in which it is admitted and
		upon compliance with applicable local law;

	(3)	The Contracts, when issued in accordance with the prospectus contained in the aforesaid
		registration statement and upon compliance with applicable local law, will be legal and
		binding obligations of the Company in accordance with their terms;

	(4)	The interests in the Contracts will, when issued and sold in the manner described in the
		registration statement, be legal and binding obligations of the Company and will be
		legally and validly issued, fully paid, and non-assessable.

In arriving at the foregoing opinion, I have made such examination of law and examined such records and
other documents as in my judgment are necessary or appropriate.

I hereby consent to the filing of this opinion as an exhibit to the aforesaid registration statement and to the
reference to me under the caption “Legal Matters” in the prospectus contained in said registration
statement. In giving this consent I do not thereby admit that I come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the Rules and Regulations of the
Securities and Exchange Commission thereunder.

Sincerely,

/s/ John S. Kreighbaum

John S. (Scott) Kreighbaum

Senior Counsel

1475 Dunwoody Drive

West Chester, PA 19380-1478

Tel: 610-425-3404

Fax: 610-425-3520

EX-23.I 7 consent-iliacs1333162140.htm CONSENT consent-iliacs1333162140.htm - Generated by SEC Publisher for SEC Filing

Exhibit 16(a)(23)(i) - Consent of Ernst and Young LLP, Independent Registered Public
Accounting Firm

We consent to the reference to our firm under the caption "Experts" in Pre-Effective
Amendment No. 1 to the Registration Statement (Form S-1, No. 333-162140) and related
Prospectus of ING Life Insurance and Annuity Company and to the incorporation by
reference therein of our reports dated March 26, 2009, with respect to
the consolidated financial statements and schedules of ING Life Insurance and Annuity
Company included in its Annual Report (Form 10-K) for the year ended December 31,
2008, filed with the Securities and Exchange Commission, incorporated by reference
within the Prospectus.

/s/ Ernst & Young LLP

Atlanta, Georgia
December 30, 2009

GRAPHIC 11 application-153740_12142x1x1.jpg begin 644 application-153740_12142x1x1.jpg M_]C_X``02D9)1@`!`0'_____``#_[@`.061O8F4`9``````!_]L`0P`0"PP. M#`H0#@T.$A$0$Q@H&A@6%A@Q(R4=*#HS/3PY,S@W0$A<3D!$5T4W.%!M45=? M8F=H9SY-<7EP9'A<96=C_]L`0P$1$A(8%1@O&AHO8T(X0F-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C_\``$0@` M(@!X`P$B``(1`0,1`?_$`!\```$%`0$!`0$!```````````!`@,$!08'"`D* M"__$`+40``(!`P,"!`,%!00$```!?0$"`P`$$042(3%!!A-180'EZ@X2%AH>(B8J2DY25EI>8F9JBHZ2EIJ>H MJ:JRL[2UMK>XN;K"P\3%QL?(R;GZ.GJ\?+S]/7V M]_CY^O_$`!\!``,!`0$!`0$!`0$````````!`@,$!08'"`D*"__$`+41``(! M`@0$`P0'!00$``$"=P`!`@,1!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P M%6)RT0H6)#3A)?$7&!D:)BH*#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6V MM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_:``P# M`0`"$0,1`#\`[_-&:X'Q"K6WB1+:"::.%]F5$C8&3@]Z[B.VACA,2+A#U&2< MU4HV29*=R;-%>Q"9&1GVZUUGAW78]7@V2;4ND^\F M?O>XIRIM*Z!2N[&UFBNFW&K0C4-6N9Y%D)V0ARBX]<`U>OO#Z^26TVX MN+2<`D;96*M[$$TDDN_$"7<%MU=Q!>Q3VS3IO"+G.Y""._0\UO/9&<=V8]A$D_B/7(I5#(ZQ!@>XVFN:UO M1[C0;U;JT9O(W9CD'5#Z'_/-;ND7P/B/4)7@G2.Y*+&S1,`<<<\<5TD\$5Q" MT4T:R1L,%6&0:.9Q86NCDH]:CUB^T4XV7$.AKI-?T>/6++R\A)D.8WQG!]/H:J\8R36 MPK-IEG2BITFSV?=\E,?]\BL_Q!J5_I,/VF);>2#<%VL#N&?TK*T75+S1$-AJ MEG<>4A.R54+`>WN*=XCU./5M.^R6%O=32%U/$+`#%2H^]Y#OH;'A^^N]2LA= MW"PI&^0JIG/!QS^5:C8*D'H1S6;XX7;(NXD`YQEB?ZTV^GN/-=0 MTBH#C")GM6%::AJ:TX.6ACL,`#/KCCK1C*D!2=H[+@#ZU,D,LLJJ\<@49).T M\\5(\1C!V6[X;C;@Y%>0H-ZGJN:3L50O[HOW^M6[.407\3@Y$AP>.QXJ*&T: M0,9%D49X`6@),)U9;>1MC`@;3SC\*<4XV=A2:E=&Y?X#VO\`>\X8_K14=O'/ MED:-%%%:$!1110`4E%%`!1110`M%%%`!1 - -110`4444`%%%%`'_V3\_ ` end GRAPHIC 12 iu-ra4021x7x1.jpg begin 644 iu-ra4021x7x1.jpg M_]C_X``02D9)1@`!`0'_____``#_[@`.061O8F4`9``````!_]L`0P`0"PP. M#`H0#@T.$A$0$Q@H&A@6%A@Q(R4=*#HS/3PY,S@W0$A<3D!$5T4W.%!M45=? M8F=H9SY-<7EP9'A<96=C_]L`0P$1$A(8%1@O&AHO8T(X0F-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C_\``$0@` M90*>`P$B``(1`0,1`?_$`!\```$%`0$!`0$!```````````!`@,$!08'"`D* M"__$`+40``(!`P,"!`,%!00$```!?0$"`P`$$042(3%!!A-180'EZ@X2%AH>(B8J2DY25EI>8F9JBHZ2EIJ>H MJ:JRL[2UMK>XN;K"P\3%QL?(R;GZ.GJ\?+S]/7V M]_CY^O_$`!\!``,!`0$!`0$!`0$````````!`@,$!08'"`D*"__$`+41``(! M`@0$`P0'!00$``$"=P`!`@,1!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P M%6)RT0H6)#3A)?$7&!D:)BH*#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6V MM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_:``P# M`0`"$0,1`#\`[PO9XGM=0TPW+2RPN&CG23?R`PZD'ID`^]6WU*]FU5[$71@C>],0 ME"+N11$K[1D$9))Z@T`=+17)6-_J5Y?V]F=3;:TETK31Q1Y<(RA2,@@=:9#K M6IWBV48>92UJTKO;K"&=@Y7)\P@8&,G'KVH`ZZ21(HVDD=41`69F.`H'4DTJ ML&4,I!4C((Z&N-O+^^U+2M06>\CM?*T]7:./8ZS%E;)W<\<8&T]3WKJ-.1A: MPN9796A0!"!A>.HXSS[DT`6Z***`"BBB@`HHHH`****`"BBB@`HHHH`****` M"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`JMIUBUT+I MK.W-P#D2F)=X/UQFH-2TL7<>V'[-'ND\R59K994E.,?,.#GISGM6C10!G:5I M$&FVZ+MCDF5G?S/+"X+G+!1_".G'L*GETVPFA2&6RMI(HR2B-$I5<]<#'%6J M*`*MQIUC=;/M%G;S;!M3S(E;:/09'`J6.WABD:2.&-'90I95`)`Z#/H*EHH` M****`"BBB@!****`"BBB@`HHHH`S?$3,-"NT0X>9/)7'JY"#_P!"K110B*JC M`48%9FK.LM]IEEWDG\XC_9C!;_T+96I0`4444`%%%%`!1110`4444`%%%%`! M1110`4444`%%%%`!1110`4M)2T`%%%%`!1110`4444`%%%%`!1110`4444`% M%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`44 M44`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`"444 M4`%%%%`!1139'6.-GQ;D#\!@?A6I0`4444`%%5)KWR=3MK1T^6X1RCY_B7 M!QCZ$G\*S-2UR22_.D:0ADON!)*5S'`#U)]2!V]_PH`GOM3FEU`:7I>UKK&Z M:5AE+=?4^K'L*319+N+4+^PO+IKKR/+D25U"DAP>..."IJYIFF6VEVQAMP26 M.Z21SEY&/5F/[DM]. M@B6**589+NY)V>82!M51RQR16_7.:@8QJ]O9PQN;>Q#ZA.J99F MU`%J2WU^",R0ZA:74@_Y926_EJW_``(,2*NZ1?C4]+@O!'Y?FKDIG."#@\]^ M16+;7=WXL@/DC['I+95V#@S3>J\?<'KW_.NAMK>&TMX[>WC$<4:A54=A0!+1 M110`4444`%%%%`!2TE+0`4444`%%%%`!1110`4444`%%%%`!1110`4444`%% M%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`444 M4`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!156[U"VLYH(9F?S)R1&J M1LY;'7[H..M6J`"BBB@!****`"BBB@`K.UB0ND-A&?WEX^PCTC'+G\N/JPJY M=7,-G;O<7,JQ1(,L['`%''F.AV@]R.0*EN;AX=/EN/+;>D1?R^IR!G''7\*`+%%5 MM-6X33;9;MR]QY2^:3_>QS^M6:`"LCP^BR"]U#JUYJ]I M;0Z?8Q6\7RPPJ%!8]O4F@#)U>T&D^9K.G1['C^:YA3A9H_XCC^\!R#6U!,D\ M$<\9S'(H=3[$9%]1Z[K2OHR M6>BAS:/MMY+W:1'"APO4]?KVH`ZJTNX;VW6XMG#Q,2%8=#@D?S%35SEMJ20V M$.G^'+5[[RE$8F/RPI[L_?UPM9Z7^NVFN3Z4;E;Z\N(D=&V!8[;DY..X`Q]> M*`.SI-R[MNX;L9QGG%8/A9IEEU6WGO9+MH;G;YDAYSM&>.PSGBJ6JPZE>^,5 MAL&:&$68BGN`.8U9MQVG^\0`!0!UE%O$O[9)]( MFM[.XE$2SR2KNW$''R#)'(K>H`****`"BBB@`HJK@W`8!^IJU0`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110 M`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`! M1110`4444`%%%%`&+JG_`",VA_\`;?\`]`%;59>I65U-JFG7EL(6%J9-ZR.5 MR&`'&`:U*`"BBB@"M?QRRVI$`4R*Z.H8X!VL#C/;.,5576K>/Y;])+!QU\\8 M7\''RG\ZTJ*`*+:UI2)O;4K,+Z^>O/ZU"-XO2?XHXRJ#_@;8'Y9J MZUG:NX=K:%G!SN*`G-3T`8DNC3:M=QSZRR&WB.8[.,DIGU%LI3GT)>.@#4HHHH`****`"BBB@`HHHH`*R+_`$6;5'>. M^U"0V3-D6T*!`1Z,W)/Z5KT4`4+;0]*M8_+@T^V5<8.8P2?J3R:N&*,Q>48U M,>,;2.,?2GT4`(H"@!0`!T`I-B"0R;%WD8+8YQZ9IU%`$,-I;P3S3PPJDLY! ME91RY'3-3444`5WL+.2X^T/:0--_ST:,%OSQFI8X8HB3'&B%NNU0,T^B@#$\ M586WTZ5CA(M0@=R>PW=?UKWL)AGNI"_E M'K&@&%4_@,_C0!IT444`%%%%`!169KUQ=6UK"]MYJH90)Y(8_,>./!RP7![X M[''I52QUE([2XGDOAJ$(E6.'8@$Q9N-C+A0#GIT]Z`-ZBLIM>@1&#V]RMP)E MA^S$+YA9AD8YVX(RO;.>U`&I16- M_P`)%"\0DBM;@I*KFWD8*%F*@G`^;(R`2,XSBFV>NS-I%K=3:==R226XFD,* M+M`QUR6QSU`SG':@#;HK&D\1VZ[FBM;J>-;=+IWC5<+&P)!.6!Z#H*T(KV*: M\>VCW,R1K(SC[N&S@9]>":`+-%%%`!1110`4444`%+24M`!1110`4444`%%% M%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444 M`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110` M4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110!4O[6>Y$36UV] MM+$^X'&Y6XP0RY&1^-9MQX=^V)'=D*F.6VAN$N%GC:"T6.-2`1@J#DC!/5N_&*MP:9.+Z&[NKS[1)'%)&W[ MH(#N93Q@\`;< GRAPHIC 13 iu-ra4022x7x1.jpg begin 644 iu-ra4022x7x1.jpg M_]C_X``02D9)1@`!`0'_____``#_[@`.061O8F4`9``````!_]L`0P`0"PP. M#`H0#@T.$A$0$Q@H&A@6%A@Q(R4=*#HS/3PY,S@W0$A<3D!$5T4W.%!M45=? M8F=H9SY-<7EP9'A<96=C_]L`0P$1$A(8%1@O&AHO8T(X0F-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C_\``$0@` M70%C`P$B``(1`0,1`?_$`!\```$%`0$!`0$!```````````!`@,$!08'"`D* M"__$`+40``(!`P,"!`,%!00$```!?0$"`P`$$042(3%!!A-180'EZ@X2%AH>(B8J2DY25EI>8F9JBHZ2EIJ>H MJ:JRL[2UMK>XN;K"P\3%QL?(R;GZ.GJ\?+S]/7V M]_CY^O_$`!\!``,!`0$!`0$!`0$````````!`@,$!08'"`D*"__$`+41``(! M`@0$`P0'!00$``$"=P`!`@,1!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P M%6)RT0H6)#3A)?$7&!D:)BH*#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6V MM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_:``P# M`0`"$0,1`#\`Z#2=9N]0-M(LEE.LO^OMXB5EMN/XLM\V#P>![9JV->L8K:*2 M>Z$A=#)NB@?&T'!8@9*CW-5?[*OKJZLI;V.R66VD$C7<)/F2X&,8VC:#WY(K M*FC;0%,;7-F+B2Q,;),[*#AF(*';\Q^8_+P>E`&^WB+2U&3Y-O+,0ZE0Q",50MTW,!A<^Y%8EEH5VVB7<1,:27>GP0JK$ M@HRQD'=QQR?>G3^&[AIKE1Y4L-TRL^^YF0+P`PV(0'Z<9(H`N:OX@ALR(;9A M)*590Q4.-K%3N0KR/3(Y'N.#6#=:-J#>=;PF MU:VEO5N][LP=?F#%Q/`P?;GZF@"2BBB@` MHHHH`**2B@!:*2B@!:*2B@!:*KWMW'90":4,071`%&22S!1^IJ>@!:*2B@!: M*2B@!:*2B@!:*2B@!:*2B@!:*2B@!:*2B@!:*2B@!:*2B@!:*2EH`****`"B MBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`2BBB@`HHHH`****`,S5 MQYUWIEL/X[D2-]$4M_Z%MK3K'CE^T^+)4'*65J!]'D;/\D'YFMB@`HHHH`** M**`"BF3S16\+2SR)%&HRSN<`?C3;:Y@NX%GMI4EB;[KH<@T`2T444`%%%(S* MBEF8*HY))P!0`M%117,$Y(AFCD(ZA&!Q4M`!1110`4444`%%%%`!2TE+0`44 M44`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`E%%%`!1110`4'@ M9-%4=:+'3)88VVRW&($/H6XS^`)/X4`4_"Z^;:W6HL#NO[AY5)Z[`=J#\AG\ M:VJ9!"EO!'#$NV.-0BCT`&!3Z`"BBB@`J&[N8;.UDN;APD4:[F8UFSW@L/$$ MGGS%;62R,IW'A3&W)'IPWZ56L]/U#5;^/4-7=5M8V\RULU'W3V9_4@'+>6'1XWN!B>X9KB0>C.2V/P!`_"@#4HHH MH`#P*Y*.R-WJ6GMK`:[N+S?*;:7(CMHPN0-G3.2H)/O76US,$5[J4FJZG8RK M#.W^C6;NH("H?F/T9L_E0`>)K#2+73\QVBQ7IXM!:+YQS^M8'AB*&.YE%ZL_]MA/W[7+;F*^J'ILSZ?C72T`%%%%`!111 M0`4444`%+24M`!1110`4444`%%%%`!1110`4444`%0W5S#9VTES_M/RA/9R6C3Q^9!N8,LJ]\ M$=QZ5=MM2AN=1N[*,,9+0)YC<8RP)`_2JG]@QMHEG8&9XY;0*8YX^&5P.H^O M/'O4&AV,.G:SJ%O"7@`ZFH[RTCO(1'(67:ZNK)U5E.01^51:M9'4=.EM-^Q9< M!SC^'(R/Q&10!;5@RAE.01D&EH``&!P**`(+^S MM;R)MM[#<(+?'5RQPR?0C/Y5H:YJD>CZ7+>2#<5&$3^^QZ"N="^)+W4X]1N= M(AVPC_1H'N`!&3U8]2WNIK=]PLQE(5X/(8Y)(.#T M_*@#H;:23[##)=[4E\M6E[!3CFHHM5T^:UFN8[R%H(3B20.-JGZ_C6?)HMUJ MC*VM78:$'/V.VRL1_P!X]6_052L_"Q&LW3W*QII8D62"TCQL9@H&6'MCIZ_J M`=!I]_;:G:+=64+01EF/.XN"0`.I/%,\ M+P7-MILL5W`891W/Z5!%X9B?7;[5;MUDEG&R)0.(UVA<\]3B@ M#=BD2:))8VW(ZAE/J#TJI;ZI;7.IW-A"6:6V53*P'R@GH,^M8UB?$EGIBZB:YIT$Z22VL$EQ(9);C!ED8_3@#OUSU/% M`'6TM/0D#^53T44`%%%%`!1110!7O+2.[B5':1"K;D>-BK(<$ M9!^A/YU45-7MAM62VO5'0RDPO^)4$'\A6E10!E/=ZT6"1:5;C/\`RT>[^4?@ M%R:5;+4KDYO=0$:?\\K--GYNCVDECI%I:2E3)#$J,5/! M(':BKE%`!1110`4444`%%%%`!1110`4444`)1110`4444`%%%%`&=&V[Q).I M/W+2,J/]YWS_`.@K1IT@D.H72`NK3L$QW"*$('_`E:FZKI4U[*DUG?/8SA#$ MTB(&+(2#CGH>.#VR:LVEBMEID=E;.R"./8KD`D''WO0G/-`&5I.LW>H&VD62 MRG67_7V\1*RVW'?+?-@\'@>V:T;?6+&YN!!#,6=MP4E&"OMZ[6(PV/8FN3T_ M5/[=U^VL9[:*.[LY"[WB##R[1C&/X0>_)IF@"&76QHK1N?[/\P>"3UZ?X`#B@#LTU2SD@282,$>4 M0@-&RMOSC:5(R.?45?R_6NBH`****`"BBB D@`HHHH`****`"BBB@`I:2EH`****`"BBB@`HHHH`****`/_9 ` end -----END PRIVACY-ENHANCED MESSAGE-----