As filed with the Securities and Exchange Commission on April 20, 2010 

Registration No. 333-130827

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

POST-EFFECTIVE AMENDMENT NO. 5

TO

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

ING LIFE INSURANCE AND ANNUITY COMPANY

Connecticut

(State or other jurisdiction of incorporation or organization)

6311

(Primary Standard Industrial Classification Code Number)

71-0294708

(I.R.S. Employer Identification No.)

ING

One Orange Way

Windsor, Connecticut 06095-4774 

(800) 262-3862

John S. (Scott) Kreighbaum, Esq.

ING Life Insurance and Annuity Company

1475 Dunwoody Drive

West Chester, Pennsylvania 19380-1478

(610) 425-3404

(Name and Address of Agent for Service of Process) 

Approximate date of commencement of proposed sale to the public:
It is proposed that the public offering will commence as soon as practicable after
effectiveness of this filing.
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, check the following box.	[ X ]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
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(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.	[    ]

PART I

INFORMATION REQUIRED IN PROSPECTUS 

ING Life Insurance and Annuity Company 

Single Premium Deferred Modified Guaranteed Annuity Contract 

                                                     ING MULTI-RATE ANNUITY (IICA) 

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April 30, 2010 

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The Contract. The contract described in this prospectus is a group or individual, single purchase payment,
modified guaranteed deferred annuity contract issued by ING Life Insurance and Annuity Company (“ILIAC,” the
“Company,” “we,” “us,” “our”). Prior to January 1, 2006, the Contract was issued by ING Insurance Company of
America (“IICA”). On December 31, 2005, IICA merged with and into ING Life Insurance and Annuity Company,
and ING Life Insurance and Annuity Company assumed responsibility for all of IICA’s obligations under the
contracts. See “Other Topics-The Company” for information about the merger of IICA with and into the Company.
The contract is available as a non-qualified deferred annuity. Additionally, the contract is available as a rollover to a
traditional Individual Retirement Annuity (“IRA”) under section 408(b) of the Internal Revenue Code of 1986, as
amended (“Tax Code”) or a rollover to a Roth IRA under Tax Code section 408A. See “Purchase” in this
prospectus for additional information.

The contract is no longer available for purchase.

Why Reading this Prospectus is Important. This prospectus contains facts about the contract that you should
know before investing. The information will help you determine if the contract is right for you. Read this
prospectus carefully. If you do invest in the contract, retain this document for future reference.

How it Works. Upon purchase, you may direct your purchase payment to different guaranteed terms ranging up to
and including twenty years. Each guaranteed term has its own guaranteed interest rate. When the guaranteed
term(s) end, you can reinvest in another guaranteed term, begin receiving income payments, or withdraw your full
account value.

Withdrawals. You may withdraw all or part of your accumulated funds at any time. Withdrawals prior to the
end of a guaranteed term may be subject to a market value adjustment and certain fees. Upon a full
withdrawal, you could, therefore, receive less than your purchase payment. See the “Market Value
Adjustment” section and “Fees” section in this prospectus for additional information.

Additional Disclosure Information. Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense. We do not intend for this prospectus to be an
offer to sell or a solicitation of an offer to buy these securities in any state that does not permit their sale. We have
not authorized anyone to provide you with information different from that contained in this prospectus. The contract
is not a deposit with, obligation of, or guaranteed or endorsed by any bank, nor is it insured by the FDIC.

Our Home Office:	Our Customer Service Center:
ING Life Insurance and Annuity Company	ING
One Orange Way	P.O. Box 9271
Windsor, Connecticut 06095-4774	Des Moines, Iowa 50306-9271
(800) 262-3862	(800) 531-4547

We pay compensation to broker/dealers whose registered representatives sell the contract. See “Other Topics
– Contract Distribution,” for further information about the amount of compensation we pay.

ILIAC MRA (IICA) – IICAMRA

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TABLE OF CONTENTS
	Page
CONTRACT OVERVIEW	1
GUARANTEED TERMS AND GUARANTEED INTEREST RATES	2
YOUR CHOICES AT THE END OF A GUARANTEED TERM	4
PURCHASE	4
RIGHT TO CANCEL	5
FEES	6
WITHDRAWALS	8
SYSTEMATIC DISTRIBUTION OPTIONS	9
MARKET VALUE ADJUSTMENT (MVA)	10
DEATH BENEFIT	11
INCOME PHASE	12
INVESTMENTS	14
TAXATION	15
OTHER TOPICS	23

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ILIAC MRA (IICA) – IICAMRA

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APPENDIX I – Calculating a Market Value Adjustment (MVA)  I-1 

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ILIAC MRA (IICA) – IICAMRA

 CONTRACT OVERVIEW 

The following is intended as a summary. Please read each section of this prospectus for additional detail. 

Questions: Contacting the Company. To answer your questions, contact your sales representative or write or call 

our Customer Service Center: 

ING 

P.O. Box 9271 

Des Moines, Iowa 50306-9271 

(800) 531-4547 

Contract Design:

The contract described in this prospectus is a group or individual, single purchase payment, modified guaranteed
deferred annuity contract issued by ING Life Insurance and Annuity Company. It is intended to be used as a
retirement savings vehicle that allows you to invest in fixed interest options in order to help meet long-term financial
goals.

Who’s Who:

The contract holder (you): The person to whom we issue an individual contract or a certificate under a group
contract.

The Company (we, us, our): ING Life Insurance and Annuity Company. We issue the contract.

The contract: Both individual contracts and certificates under a group contract are referred to in this prospectus as
the contract.

Contract Phases:

The Accumulation Phase
·	At Investment. Upon purchase, you may direct your purchase payment to different guaranteed terms
	ranging up to and including twenty years. Each guaranteed term has its own guaranteed interest rate.
	Generally, your purchase payment will earn interest at the guaranteed interest rate(s) for the duration of the
	guaranteed term(s) you select. If you withdraw or transfer amounts prior to the end of a guaranteed term,
	those amounts may be subject to a market value adjustment and certain fees. See “Market Value
	Adjustment (MVA)” and “Fees.”
·	At Maturity. We will notify you at least 18 days before the guaranteed term ends. If you do not make any
	election before the guaranteed term ends, we will automatically renew the contract for a guaranteed term of
	the same or similar duration. If you do not want to automatically renew, contact us before the guaranteed
	term ends. Prior to the end of a guaranteed term, you can elect to reinvest in a different guaranteed term,
	begin income phase payments, or withdraw the full amount available at maturity.

The Income Phase 

You may start receiving income phase payments at any time after the first year of the contract. Several payment 

options are available. See “Income Phase.” In general, you may receive payments for a specified period of time or 

for life; receive payments monthly, quarterly, semi-annually or annually; and select an option that provides a death 

benefit to beneficiaries. 

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Contract Facts:

Free Look/Right to Cancel: You may cancel the contract within ten days of receipt (or as otherwise provided by
state law). See “Right to Cancel.”

Death Benefit: A beneficiary may receive a benefit in the event of your death prior to the income phase. Benefits
during the income phase depend upon the payment option selected. See “Death Benefit” and “Income Phase.”

Withdrawals: During the accumulation phase, you may withdraw all or part of your account value. Amounts
withdrawn may be subject to a market value adjustment, early withdrawal charge, maintenance fee, tax withholding
and taxation. See “Market Value Adjustment (MVA),” “Withdrawals,” “Fees” and “Taxation.”

Systematic Distribution Options: You may elect to receive regular payments from your account, while retaining
the account in the accumulation phase. See “Systematic Distribution Options.”

Fees: Certain fees may be deducted from your account value. See “Fees.”

Taxation: You will not generally pay taxes on any earnings from the annuity contract described in this prospectus
until they are withdrawn. Tax-qualified retirement arrangements (e.g., IRAs) also defer payment of taxes on
earnings until they are withdrawn. If you are considering funding a tax-qualified retirement arrangement with an
annuity contract, you should know that the annuity contract does not provide any additional tax deferral of earnings
beyond the tax deferral provided by the tax-qualified retirement arrangement. However, annuities do provide other
features and benefits which may be valuable to you. You should discuss your alternatives with your financial
representative.

Taxes will generally be due when you receive a distribution. Tax penalties may apply in some circumstances. See
“Taxation.”

Market Value Adjustment (MVA): If you withdraw all or part of your account value before a guaranteed term is
completed, an MVA may apply. The MVA reflects the change in the value of the investment due to changes in
interest rates since the date of investment, and may be positive or negative. See “Market Value Adjustment
(MVA).”

 GUARANTEED TERMS AND GUARANTEED INTEREST RATES 

The contract offers fixed interest options called guaranteed terms. On the application or enrollment form, you select 

the guaranteed term(s) you want to invest in from among the guaranteed terms we offer at that time. Your purchase 

payment earns interest at the guaranteed interest rate applicable to that guaranteed term. 

Guaranteed Terms: 

Start Date. Guaranteed terms always start on the first business day of the month. 

Length. Guaranteed terms are offered at our discretion for various lengths of time ranging up to and including 

twenty years. 

Minimum Payments. Your single purchase payment must be at least $10,000.00. You may divide your single 

purchase payment among any of the various guaranteed terms we offer, but you must invest at least $1,000 in any 

single guaranteed term. 

Guaranteed Interest Rates: We state the guaranteed interest rates as an effective annual rate of return. In other 

words, we credit the interest you earn on your purchase payment at a rate that provides the guaranteed rate of return 

over a one-year period, assuming you make no withdrawals. Guaranteed interest rates will never be less than the 

minimum guaranteed interest rate stated in the contract. We reserve the right to offer, from time to time, guaranteed 

interest rates to prospective investors that are higher than those offered to current contract holders with respect to 

guaranteed terms of the same duration. 

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One Guaranteed Term/Multiple Guaranteed Interest Rates. More than one guaranteed interest rate may be
applicable during a guaranteed term greater than one year. For example, a guaranteed term of five years may apply
one guaranteed interest rate for the first year, a different guaranteed interest rate for the next two years, and a third
guaranteed interest rate for the last two years.

Example of Interest Crediting at the Guaranteed Interest Rate. The example below shows how interest is
credited during a guaranteed term. The hypothetical guaranteed interest rate used in this example is illustrative only
and is not intended to predict future guaranteed interest rates to be offered under the contract. Actual guaranteed
interest rates offered may be more or less than those shown. The example assumes no withdrawals of any amount
during the entire seven-year guaranteed term illustrated. The example does not reflect any market value adjustment,
federal income taxes, possible tax penalties, or deductions of any early withdrawal charge, premium taxes, or
maintenance fees. See “Withdrawals,” “Market Value Adjustment (MVA),” “Fees” and “Taxation.”

Example:
Purchase payment:	$20,000.00
Guaranteed term:	7 years
Guaranteed interest rate:	6.00% per year

The guaranteed interest rate is applied in this example by using the formula:
1 + the guaranteed interest rate = 1.06
Account Value at End	Interest Earned at End
of Each Contract Year	of Each Contract Year
Contract year 1 = $21,200.00	Interest at end of contract year 1
($20,000.00 x 1.06)	= $1,200.00
Contract year 2 - $22,472.00	Interest at end of contract year 2
($21,200.00 x 1.06)	= $1,272.00
Contract year 3 = $23,820.32	Interest at end of contract year 3
($22,472.00 x 1.06)	= $1,348.32
Contract year 4 = $25,249.54	Interest at end of contract year 4
($23,820.32 x 1.06)	= $1,429.22
Contract year 5 = $26,764.51	Interest at end of contract year 5
($25,249.54 x 1.06)	= $1,514.97
Contract year 6 = $28,370.38	Interest at end of contract year 6
($26,764.51 x 1.06)	= $1,605.87
End of guaranteed term = $30,072.61	Interest at end of contract year 7
($28,370.38 x 1.06)	= $1,702.23

Total interest credited in guaranteed term = $10,072.61 ($30,072.61 - $20,000.00)

Determination of Guaranteed Interest Rates. We will periodically determine the guaranteed interest rates we
offer at our sole discretion. We have no specific formula for determining the rate of interest we will declare as
future guaranteed interest rates. Our determination of guaranteed interest rates is influenced by, but does not
necessarily correspond to, interest rates available on the types of debt instruments in which we intend to invest the
amounts attributable to the contract. See “Investments.” The Company’s management will also consider various
factors in determining guaranteed interest rates for a given guaranteed term, including some or all of the following:

·  Regulatory and tax requirements; 

·  Sales commissions; 

ILIAC MRA (IICA) – IICAMRA

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·  Administrative expenses; 

·  General economic trends; and 

·  Competitive factors. 

The Company’s management determines the guaranteed interest rates we will offer. We cannot predict nor
guarantee future levels of guaranteed interest rates above the contractually guaranteed minimum rate nor guarantee
what rates will be offered in the future.

 YOUR CHOICES AT THE END OF A GUARANTEED TERM 

At least 18 calendar days prior to the end of a guaranteed term, we will notify you that the guaranteed term is about 

to end. At the end of a guaranteed term, you can do three things with the amount you have accumulated for that 

guaranteed term: 

·  Reinvest all or part of it in another guaranteed term; 

·  Withdraw all or part of it; or 

·  Use all or part of it to start your income phase payments. 

These choices can also be combined. For example, you can withdraw part of the amount you have accumulated and
reinvest the balance or reinvest part and use the balance to start income phase payments. Each of these choices has
certain consequences, which you should consider carefully. See “Withdrawals,” “Income Phase” and “Taxation.”

Requesting Your Choice. Once you decide what you want to do with your account value for that guaranteed term,
you must advise us of your decision by completing an election form. We must receive your completed election form
at least five days prior to the end of the guaranteed term to which it applies.

If we do not receive your properly completed election form in time, or you do not submit an election form, your
account value at the end of the guaranteed term will be automatically reinvested in the following manner:

·  For a guaranteed term equal to the guaranteed term just ended; 

·  If no such guaranteed term is available, for the guaranteed term with the next shortest duration; or 

·  If no such shorter guaranteed term is available, for the guaranteed term with the next longest duration. 

Your account value will then earn interest at the guaranteed interest rate applicable to the guaranteed term
automatically selected for you. We will mail a confirmation statement to you the next business day after the
completion of the just-ended guaranteed term advising you of the new guaranteed term and guaranteed interest rate.

 PURCHASE 

Contract Type. The contract may be purchased as one of the following: 

(1)	A non-qualified deferred annuity;
(2)	A rollover to a traditional individual retirement annuity (IRA) under Tax Code section 408(b);
	(limitations apply, see “Purchasing a Traditional IRA” in this section); or
(3)	A rollover to a Roth IRA under Tax Code section 408A (limitations apply, see “Purchasing a Roth IRA”
	in this section).

How to Purchase. To purchase a contract, complete an application or enrollment form and submit it to the
Company along with your purchase payment.

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Payment Methods. The following purchase payment methods are allowed:

·  One lump-sum payment; or 

·  Transfer or rollover from a pre-existing plan or account. 

We reserve the right to reject any payments without advance notice.

Payment Amount. The minimum purchase payment is $10,000. We may limit the amount of the maximum
purchase payment. All purchase payments over $1,000,000 will be allowed only with our consent. You may not
make any additional purchase payments under an existing contract. However, eligible persons may purchase
additional contracts at the then prevailing guaranteed interest rates and guaranteed terms.

Purchasing a Traditional IRA. To purchase the contract as a traditional IRA, your purchase payment must be a
transfer of amounts held in one of the following:

·  A traditional individual retirement account under Tax Code section 408(a); 

·  A traditional individual retirement annuity under Tax Code section 408(b); or 

·  A retirement plan qualified under Tax Code section 401 or 403. 

Purchasing a Roth IRA. A contract may be purchased as a Roth IRA under Tax Code section 408A, by
transferring amounts previously accumulated under another Roth IRA or from a traditional individual retirement
annuity or individual retirement account, provided certain conditions are met. See “Taxation.”

Acceptance or Rejection of Applications or Enrollment Forms. We must accept or reject your application or
enrollment form within two business days of receipt. If the application or enrollment form is incomplete, we may
hold it and any accompanying purchase payment for five days. Payments may be held for longer periods only with
your consent, pending acceptance of the application or enrollment form. If the application or enrollment form is
accepted, a contract will be issued to you. If the application or enrollment form is rejected, we will return it and any
payments to you, without interest.

We may also refuse to accept certain forms of premium payments or loan repayments, if applicable, (traveler’s
checks, for example) or restrict the amount of certain forms of premium payments or loan repayments. In
addition, we may require information as to why a particular form of payment was used (third party checks, for
example) and the source of the funds of such payment in order to determine whether or not we will accept it. Use of
an unacceptable form of payment may result in us returning your premium payment and not issuing the contract.

What Happens to Your Purchase Payment? If we accept your application or enrollment form, your purchase
payment becomes part of our general assets and is credited to an account established for you. We will confirm the
crediting of your purchase payment within five business days of receipt of your properly completed application or
enrollment form. You start earning interest on your purchase payment beginning on the effective date of the
contract, which is the date your purchase payment is credited. During the period of time between the date your
purchase payment is credited and the start of the guaranteed term you selected, your purchase payment earns interest
at the guaranteed interest rate applicable to the guaranteed term you selected.

 RIGHT TO CANCEL 

You may cancel the contract within ten days of receiving it (or as otherwise provided by state law) by returning it to 

our Customer Service Center along with a written notice of cancellation. We will issue a refund within seven days 

of our receipt of the contract and written notice of cancellation. The refund will equal the amount of your purchase 

payment. 

ILIAC MRA (IICA) – IICAMRA

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 FEES 

The following fees and other deductions may impact your account value: 

·  Early Withdrawal Charge (see below); 

·  Maintenance Fee (see below); 

·  Premium Taxes (see below); 

·  Market Value Adjustment (see “Market Value Adjustment (MVA)”); and 

·  Taxation (see “Taxation”). 

Early Withdrawal Charge

Withdrawals of all or a portion of your account value may be subject to a charge. In the case of a partial withdrawal
where you request a specified dollar amount, the amount withdrawn from your account will be the amount you
specified plus adjustment for any applicable early withdrawal charge.

Amount. The amount is a percentage of the purchase payment you withdraw. The percentage will be determined
by the early withdrawal charge schedule below.

Purpose. This is a deferred sales charge. It reimburses some of our sales and administrative expenses associated
with the contract.

Early Withdrawal Charge Schedule:
Years since purchase payment credited:	0	1	2	3	4	5	6	7
Fee as a percentage of payment withdrawn:	7%	7%	6%	6%	5%	4%	2%	0%

How We Apply the Schedule. For purposes of applying the early withdrawal charge, all time periods are measured
from the date your purchase payment is credited, even if you reinvest all or part of your account value in another
guaranteed term. Once the early withdrawal charge declines to 0%, it no longer applies, regardless of how long you
own the contract.

The early withdrawal charge applies only to withdrawals of your purchase payment. However, for the purposes of
this charge, we assume you are withdrawing all or part of your purchase payment first (not your earnings). This
assumption is not made for tax purposes. See “Taxation.”

Example. Assume the first guaranteed term you select is for five years. Further assume that at the end of this five-
year guaranteed term, you decide to reinvest your account value for another guaranteed term of four years. Assume
you then make a withdrawal (but not a special withdrawal, as described below) during the second year of the new
guaranteed term. Because six years have passed since your purchase payment was credited, you would pay a 2%
early withdrawal charge, even though you could have withdrawn all or part of your account value at the end of the
first five-year guaranteed term without paying an early withdrawal charge. See “Waiver of Charge,” below.
However, if you make a withdrawal during the third year of the new guaranteed term, or anytime thereafter, you
would pay no early withdrawal charge, because seven years would have passed since your purchase payment was
credited.

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Special Withdrawals. After 12 months from the contract effective date, you may make one withdrawal equal to
10% or less of your account value during any calendar year, valued at the time we receive your withdrawal request
in writing, and we will not deduct any early withdrawal charge. This special withdrawal is subject to the following
restrictions:

·	It applies only to the first withdrawal each calendar year;
·	All subsequent withdrawals that calendar year are subject to an early withdrawal charge, even if you did
	not withdraw the full 10% with your first withdrawal; and
·	If your first withdrawal of the calendar year is in excess of 10% of your account value, the excess amount is
	subject to an early withdrawal charge.

Waiver of Charge. The early withdrawal charge is waived for amounts that are:

·	Withdrawn at the end of a guaranteed term, provided that at least five days prior to the end of that
	guaranteed term we receive your withdrawal request in writing. (If you reinvest those amounts in another
	guaranteed term, future withdrawals will be subject to an early withdrawal charge as described above); or
·	$2,500 or less, provided that no withdrawal has been made from your account during the prior 12 months;
	or
·	Withdrawn due to your election of a systematic distribution option (see “Systematic Distribution Options”);
	or
·	Withdrawn due to an involuntary termination. This may occur if your account value is less than $2,500.
	See “Other Topics—Involuntary Terminations.”

Nursing Home Waiver. If approved in your state, you may withdraw all or a portion of your account value without
an early withdrawal charge if all of the following conditions are met:

·	More than one account year has elapsed since the date your purchase payment was credited;
·	The annuitant designated under the contract has spent at least 45 consecutive days in a licensed nursing
	facility (in New Hampshire, the facility may be non-licensed); and
·	The withdrawal is requested within three years of the designated annuitant’s admission to a licensed
	nursing facility (in Oregon there is no three year limitation and in New Hampshire, the facility may be non-
	licensed).

We will not waive the early withdrawal charge if the annuitant was in a licensed nursing care facility at the time you
purchased the contract. The nursing home waiver may not be available in all states.

Market Value Adjustment and Taxation. Except for withdrawals at the end of a guaranteed term as noted above,
and withdrawals under a systematic distribution option, a market value adjustment is applicable to any amounts you
withdraw. Regardless of when or how withdrawals are taken, you may also be required to pay taxes and tax
penalties. See “Market Value Adjustment (MVA)” and “Taxation.”

Annual Maintenance Fee

Currently we do not charge a maintenance fee. However, prior to the time you enter the income phase, an annual
maintenance fee may be deducted from your account value on each anniversary of the contract’s effective date and
if you make a full withdrawal from the contract. The terms and conditions under which the maintenance fee may be
deducted are stated in the contract. A maintenance fee would be used to reimburse us for our administrative
expenses relating to establishing and maintaining the contract.

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Premium Taxes

Maximum Amount. Some states and municipalities charge a premium tax on annuities. These taxes currently
range from 0% to 4%, depending upon the jurisdiction.

When/How. We reserve the right to deduct a charge for premium taxes from your account value or from your
payment to the account at any time, but not before there is a tax liability under state law. For example, we may
deduct a charge for premium taxes at the time of a complete withdrawal or we may reflect the cost of premium taxes
in our income phase payment rates when you commence income phase payments. If, at your death, your beneficiary
elects to receive a lump-sum distribution, a charge may be deducted for any premium taxes paid on your behalf for
which we have not been reimbursed. If we deduct premium taxes from your purchase payment, the amount invested
in a guaranteed term will be equal to the amount of your purchase payment reduced by any applicable premium tax.

 WITHDRAWALS 

You may withdraw all or part of your account value at any time during the accumulation phase. Amounts are 

withdrawn on a pro-rata basis from each of the guaranteed terms under the contract. You may request that we 

inform you in advance of the amount payable upon a withdrawal. 

Steps for Making a Withdrawal. 

·	Select the withdrawal amount.
	(1)	Full Withdrawal: You will receive, reduced by any required withholding tax, your account value, plus
		or minus any applicable market value adjustment, and minus any applicable early withdrawal charge
		and annual maintenance fee.
	(2)	Partial Withdrawal (Percentage or Specified Dollar Amount): You will receive, reduced by any
		required withholding tax, the amount you specify, subject to the value available in your account.
		However, the amount actually withdrawn from your account will be adjusted for any applicable early
		withdrawal charge and any positive or negative market value adjustment, and accordingly, may be
		more or less than the amount requested.
·	Properly complete a disbursement form and submit it to our Customer Service Center.

Delivery of Payment. Payment of withdrawal requests will be made in accordance with the SEC’s requirements.
Normally, payment will be sent not later than seven days following our receipt of the disbursement form in good
order. Generally, a request is considered to be in “good order” when it is signed, dated and made with such clarity
and completeness that we are not required to exercise any discretion in carrying it out. However, under certain
emergency situations, we may defer payment of any withdrawal for a period not exceeding six months from the date
we receive your withdrawal request.

Taxes, Fees and Deductions. Amounts withdrawn may be subject to one or more of the following:

·	Early Withdrawal Charge: Withdrawals of all or a portion of your account may be subject to an early
	withdrawal charge. This is a deferred sales charge that reimburses us for some of the sales and
	administrative expenses associated with the contract. See “Fees—Early Withdrawal Charge.”
·	Annual Maintenance Fee: If you make a full withdrawal from the contract, we may deduct any applicable
	annual maintenance fee. See “Fees—Annual Maintenance Fee.”
·	Market Value Adjustment (MVA): The MVA reflects changes in interest rates since the deposit period.
	The MVA may be positive or negative. If you make a withdrawal before the end of a guaranteed term, we
	will calculate an MVA and the amount withdrawn will be adjusted for any applicable positive or negative
	MVA. See “Market Value Adjustment (MVA)”.

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·	Tax Penalty: If you make a withdrawal before you attain age 59½, the amount withdrawn may be subject
	to a 10% penalty tax. See “Taxation.”
·	Tax Withholding: Amounts withdrawn may be subject to withholding for federal income taxes. See
	“Taxation.”

All applicable fees and deductions are deducted from the amount of your withdrawal in accordance with the terms of
the contract. Any market value adjustment applicable to your withdrawal, taxes, fees and deductions may either
increase or decrease the amount paid to you. To determine which may apply, refer to the appropriate sections of this
prospectus, contact your sales representative or call our Customer Service Center at the number listed in “Contract
Overview.”

 SYSTEMATIC DISTRIBUTION OPTIONS 

Features of a Systematic Distribution Option 

A systematic distribution option allows you to receive regular payments from the contract without moving into the
income phase. By remaining in the accumulation phase, certain rights and flexibility not available during the
income phase are retained. These options may be exercised at any time during the accumulation phase of the
contract.

The following systematic distribution options may be available:

·	Systematic Withdrawal Option (SWO). SWO is a series of automatic partial withdrawals from your
	account based on a payment method you select. It is designed for those who want a periodic income while
	retaining investment flexibility for amounts accumulated under the contract.
	SWO allows you to withdraw either a specified amount or a specified percentage of the contract’s value, or
	to withdraw amounts over a specified time period that you determine, within certain limits described in the
	contract. SWO payments can be made on a monthly or quarterly basis, and the amount of each payment is
	determined by dividing the designated annual amount by the number of payments due each calendar year.
	SWO payments are withdrawn pro-rata from each of the guaranteed terms under the contract.
	Under a contract purchased as a traditional IRA, if the SWO payment for any year is less than the required
	minimum distribution under the Tax Code, the SWO payment will be increased to an amount equal to the
	minimum distribution amount.
	If you participate in SWO, you may not utilize a special withdrawal to make additional withdrawals from
	the contract. See “Withdrawals—Special Withdrawals.”
·	Estate Conservation Option (ECO). ECO offers the same investment flexibility as SWO, but is designed
	for those who want to receive only the minimum distribution the Tax Code requires each year.
	Under ECO, we calculate the minimum distribution amount required by law, and pay you that amount once
	a year. ECO is not available under non-qualified contracts or under Roth IRA contracts. ECO payments
	are withdrawn pro-rata from each of the guaranteed terms under the contract. We will, upon request,
	inform you in advance of the amount payable under ECO.
	If you participate in ECO, you may not utilize a special withdrawal to make additional withdrawals from
	the contract. See “Withdrawals—Special Withdrawals.”
·	Other Systematic Distribution Options. We may add additional systematic distribution options from
	time to time. You may obtain additional information relating to any of the systematic distribution options
	from your sales representative or from our Customer Service Center.

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Availability. If allowed by applicable law, we reserve the right to discontinue the availability of one or all of the
systematic distribution options for new elections at any time and to change the terms of future elections.

Eligibility. To exercise one of these options you must meet certain age criteria and your account value must meet
certain minimum requirements. To determine if you meet the age and account value criteria and to assess terms and
conditions that may apply, contact your sales representative or our Customer Service Center.

Termination. You may revoke a systematic distribution option at any time by submitting a written request to our
Customer Service Center. However, once cancelled, you or your spousal beneficiary may not elect SWO again. In
addition, once cancelled, ECO may not be elected again until 36 months have elapsed.

Deductions and Taxation. When you elect a systematic distribution option, your account value remains in the
accumulation phase and subject to the applicable charges and deductions described in “Fees.” However, we will not
apply an early withdrawal charge or market value adjustment to any part of your account value paid under SWO or
ECO. Taking a withdrawal through a systematic distribution option may have tax consequences. If you are
concerned about tax implications consult a tax adviser before one of these options is elected. See “Taxation.”

 MARKET VALUE ADJUSTMENT (MVA) 

Purpose of the MVA. If you make an early withdrawal from the contract, we may need to liquidate certain assets 

or use existing cash flow that would otherwise be available to invest at current interest rates. The assets we may 

liquidate to provide your withdrawal amount may be sold at a profit or a loss, depending upon market conditions. 

To lessen this impact, certain withdrawals are subject to an MVA. 

What is an MVA? In certain situations described below, including when you make a withdrawal before the end of 

a guaranteed term, we will calculate an MVA and either add or deduct that value from the amount withdrawn. The 

calculation we use to determine the MVA reflects the change in the value of your investment due to changes in 

interest rates since the start of the guaranteed term under the contract. When these interest rates increase, the value 

of the investment decreases, and the MVA amount may be negative and cause a deduction from your withdrawal 

amount. Conversely, when these interest rates decrease, the value of the investment increases, and the MVA amount 

may be positive and cause an increase in your withdrawal amount. 

Calculation of the MVA. For a further explanation of how the MVA is calculated, see Appendix I. 

When Does an MVA Apply? An MVA may apply when: 

·	You request a withdrawal before the end of a guaranteed term. In this case the withdrawal amount may be
	increased or decreased by the application of the MVA.
·	You initiate income phase payments before the end of your guaranteed term. In this case an MVA may be
	applied to any amounts used to start income phase payments. While either a positive or negative MVA
	may apply to amounts used to start a nonlifetime payment option, only a positive MVA will apply to
	amounts used to start a lifetime payment option. See “Income Phase.”
·	We terminate the contract because your account value is less than $2,500.
·	You cancel the contract.
·	A death benefit is paid upon the death of the annuitant, more than six months after the annuitant’s death.
	See “Death Benefit.”
·	A death benefit is paid upon the death of a person other than the annuitant.

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When Does an MVA Not Apply? An MVA will not be applied to:
·	Withdrawals under SWO or ECO as described in “Systematic Distribution Options.”
·	A death benefit payable upon death of an annuitant, if paid within six months of the annuitant’s death. See
	“Death Benefit.”
·	Amounts withdrawn at the end of a guaranteed term, provided that at least five days prior to the end of that
	guaranteed term we receive your withdrawal request in writing. The MVA, however, remains applicable to
	any amount you reinvest for another guaranteed term.

 DEATH BENEFIT 

During the Accumulation Phase 

Who Receives the Benefit? If you or the annuitant dies during the accumulation phase, a death benefit will be paid
to your beneficiary in accordance with the terms of the contract subject to the following:
·	Upon the death of a joint contract holder, the surviving joint contract holder will be deemed the designated
	beneficiary, and any other beneficiary on record will be treated as the beneficiary at the death of the
	surviving joint contract holder.
·	If you are not a natural person, the death benefit will be payable at the death of the annuitant designated
	under the contract or upon any change of the annuitant.
·	If you die and no beneficiary exists, the death benefit will be paid in a lump sum to your estate.

Designating a Beneficiary(ies). You may designate a beneficiary on your application or enrollment form, or by
providing a written request in good order to our Customer Service Center. Generally, a request is considered to be
in “good order” when it is signed, dated and made with such clarity and completeness that we are not required to
exercise any discretion in carrying it out.

Calculation of the Benefit. The death benefit is calculated as of the date proof of death and the beneficiary’s right to
receive the death benefit are received in good order at our Customer Service Center. The amount of the death
benefit is determined as follows:
·	If the death benefit is paid within six months of the death of the annuitant, the amount equals your account
	value.
·	If the death benefit is paid more than six months after the date of death of the annuitant, or if paid upon
	your death and you are not the annuitant, it equals your account value as adjusted by any applicable market
	value adjustment.
·	If you are not the annuitant, the death benefit payable may be subject to an early withdrawal charge.

Benefit Payment Options. If you are the annuitant and you die before income phase payments begin, or if you are
not a natural person and the annuitant dies before income phase payments begin, any beneficiary under the contract
who is an individual has several options for receiving payment of the death benefit. The death benefit may be paid:
·	In one lump-sum payment;
·	In accordance with any of the available income phase payment options (see “Income Phase—Payment
	Options”); or

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         · In certain circumstances, your beneficiary, spousal beneficiary or joint contract holder may have the option 

          to continue the contract rather than receive the death benefit. 

Unless your beneficiary elects otherwise, the distribution will be made into an interest bearing account, backed by 

our general account, that is accessed by the beneficiary through a checkbook feature. The beneficiary may access 

death benefit proceeds at any time without penalty. Interest earned on this account may be less than interest paid on 

other settlement options. 

Taxation. The Tax Code requires distribution of death benefit proceeds within a certain period of time. Failure to 

begin receiving death benefit payments within those time periods can result in tax penalties. Regardless of the 

method of payment, death benefit proceeds will generally be taxed to the beneficiary in the same manner as if you 

had received those payments. See “Taxation” for additional information. 

Change of Beneficiary. You may change the beneficiary previously designated at any time by submitting notice in 

writing to our Customer Service Center. The change will not be effective until we receive and record it. 

 INCOME PHASE 

During the income phase you receive payments from your accumulated account value. You may apply all or a 

portion of your account value to provide these payments. Income phase payments are made to you or you can, 

subject to availability, request that payments be deposited directly to your bank account. After your death, we will 

send your designated beneficiary any income phase payments still due. You may be required to pay taxes on all or a 

portion of the income phase payments you receive. See “Taxation.” 

Partial Entry into the Income Phase. You may elect a payment option for a portion of your account value, while 

leaving the remaining portion in a guaranteed term(s). Whether the Tax Code considers such payments taxable as 

annuity payments or as withdrawals is currently unclear; therefore, you should consult with a qualified tax adviser 

before electing this option. 

Initiating Income Phase Payments. At least 30 days prior to the date you want to start receiving income phase 

payments, you must notify us in writing of the following: 

·	Start date;
·	Payment option (see the payment options table in this section); and
·	Payment frequency (i.e., monthly, quarterly, semi-annually or annually).
The account will continue in the accumulation phase until you properly initiate income phase payments. You may
change your payment option election up to 30 days before income phase payments begin. Once you elect for
income phase payments to begin, you may not elect a different payment option or elect to receive a lump-sum
payment.
What Affects Payment Amounts? Some of the factors that may affect payment amounts include your age, your
gender, your account value, the payment option selected and number of guaranteed payments (if any) selected.
Minimum Payment Amounts. The payment option you select must result in one or both of the following:

·	A first payment of at least $50; or
·	Total yearly payments of at least $250.
If your account value is too low to meet these minimum payment amounts, you must elect a lump-sum payment.
We reserve the right to increase the minimum payment amount based upon increases in the Consumer Price Index—
Urban.

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Payment Start Date. Income phase payments may start any time after the first year of the contract, and will start
the later of the annuitant’s 85th birthday or the tenth anniversary of your purchase payment, unless you elect
otherwise.

Regardless of your income phase payment start date, your income phase payments will not begin until you have
selected an income phase payment option. Failure to select a payment option by your payment start date, or
postponement of the start date past the later of the annuitant’s 85th birthday or the tenth anniversary of your
purchase payment, may have adverse tax consequences. You should consult with a qualified tax adviser if you are
considering either of these courses of action.

Payment Length. If you choose a lifetime income phase payment option with guaranteed payments, the age of the
annuitant plus the number of years for which payments are guaranteed must not exceed 95 at the time payments
begin. Additionally, federal income tax requirements currently applicable to traditional IRAs provide that the period
of years guaranteed may not be greater than the joint life expectancies of the payee and his or her designated
beneficiary.

Charges Deducted. No early withdrawal charge will be applied to amounts used to start income phase payments,
although a market value adjustment may be applicable.

Market Value Adjustment. If your income phase payments start before the end of your guaranteed term, a market
value adjustment will be applied to any amounts used to start income phase payments. If you select a lifetime
payment option, only a positive market value adjustment will be applied. See “Market Value Adjustment (MVA).”

Death Benefit During the Income Phase. Upon the death of either the annuitant or the surviving joint annuitant,
the amount payable, if any, to your beneficiary depends on the payment option currently in force. Any amounts
payable must be paid at least as rapidly as under the method of distribution in effect at the annuitant’s death. If you
die and you are not the annuitant, any remaining payments will continue to be made to your beneficiary at least as
rapidly as under the method of distribution in effect at your death.

Taxation. To avoid certain tax penalties, you or your beneficiary must meet the distribution rules imposed by the
Tax Code. See “Taxation.”

Income Phase Payment Options
The following table lists the income phase payment options and accompanying death benefits that may be available
during the income phase. We may offer additional payment options under the contract from time to time.

Terms Used in the Tables:

Annuitant: The person(s) on whose life expectancy the income phase payments are calculated.

Beneficiary: The person designated to receive the death benefit payable under the contract.

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Lifetime Income Phase Payment Options
Life Income	Length of Payments: For as long as the annuitant lives. It is possible that only one payment
	will be made should the annuitant die prior to the second payment’s due date.
	Death Benefit—None: All payments end upon the annuitant’s death.
Life Income—	Length of Payments: For as long as the annuitant lives, with payments guaranteed for your
Guaranteed	choice of 5, 10, 15 or 20 years, or other periods specified in the contract.
Payments	Death Benefit: If the annuitant dies before we have made all the guaranteed payments,
	payments will continue to the beneficiary.
Life Income—	Length of Payments: For as long as either annuitant lives. It is possible that only one
Two Lives	payment will be made if both the annuitant and joint annuitant die before the second payment’s
	due date.
	Continuing Payments: When you select this option, you will also choose either:
	(a)	100%, 66 2/3 % or 50% of the payment to continue to the surviving annuitant after the
		first death; or
	(b)	100% of the payment to continue to the first annuitant on the second annuitant’s death, and
		50% of the payment to continue to the second annuitant on the first annuitant’s death.
	Death Benefit—None: All payments end upon the death of both annuitants.
Life Income—	Length of Payments: For as long as either annuitant lives, with payments guaranteed for a
Two Lives—	minimum of 120 months, or other periods specified in the contract.
Guaranteed	Continuing Payments: 100% of the payment to continue to the surviving annuitant after the
Payments	first death.
	Death Benefit: If both annuitants die before the guaranteed payments have all been paid,
	payments will continue to the beneficiary.
Nonlifetime Income Phase Payment Option
Nonlifetime—	Length of Payments: Payments will continue for your choice of 10 through 30 years (or other
Guaranteed	periods specified in the contract).
Payments	Death Benefit: If the annuitant dies before we make all the guaranteed payments, payment
	will continue to the beneficiary.

 INVESTMENTS 

Separate Account. Payments received under the contract and allocated to guaranteed terms will be deposited to, 

and accounted for, in a nonunitized separate account that we established under Connecticut law. A nonunitized 

separate account is a separate account in which you do not participate in the performance of the assets through unit 

values or any other interest. Prior to January 1, 2006, amounts under the contract were held in a nonunitized 

separate account of ING Insurance Company of America (“IICA”), a wholly-owned subsidiary of the Company. In 

connection with the merger of IICA with and into the Company, this nonunitized separate account was transferred to 

the Company on December 31, 2005. The nonunitized separate account now operates pursuant to Connecticut law. 

Persons allocating amounts to the nonunitized separate account do not receive a unit value of ownership of assets 

accounted for in the separate account. The assets accrue solely to our benefit and we bear the entire risk of 

investment gain or loss. All of our obligations due to allocations to the nonunitized separate account are contractual 

guarantees we have made and are accounted for in the separate account. All of our general assets are available to 

meet the guarantees under the contracts. However, to the extent provided for in the applicable contracts, assets of 

the nonunitized separate account are not chargeable with liabilities arising out of any other business we conduct. 

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Income, gains or losses of the separate account are credited to or charged against the assets of the separate account
without regard to other income, gains or losses of the Company.

Setting Guaranteed Interest Rates. We do not have any specific formula for setting guaranteed interest rates for
the guaranteed terms. We expect the guaranteed interest rates to be influenced by, but not necessarily correspond to,
yields on fixed income securities we acquire with amounts allocated to the guaranteed terms when the guaranteed
interest rates are set.

Types of Investments. Our assets will be invested in accordance with the requirements established by applicable
state laws regarding the nature and quality of investments that may be made by life insurance companies and the
percentage of their assets that may be committed to any particular type of investment. In general, these laws permit
investments, within specified limits and subject to certain qualifications, in federal, state, and municipal obligations,
corporate bonds, preferred and common stocks, real estate mortgages, and certain other investments.

We intend to invest in assets which, in the aggregate, have characteristics, especially cash flow patterns, reasonably
related to the characteristics of the liabilities. Various immunization techniques will be used to achieve the objective
of close aggregate matching of assets and liabilities. We will primarily invest in investment-grade fixed income
securities including:
·	Securities issued by the United States Government or its agencies or instrumentalities, which issues may or
	may not be guaranteed by the United States Government;
·	Debt securities that are rated, at the time of purchase, within the four highest grades assigned by Moody’s
	Investors Services, Inc. (Aaa, Aa, A or Baa) or Standard & Poor’s Corporation (AAA, AA, A or BBB) or
	any other nationally recognized rating organizations;
·	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 organizations, are deemed by the Company’s management to have an investment quality comparable
	to securities which may be purchased as stated above; and
·	Commercial paper, cash or cash equivalents, and other short-term investments having a maturity of less
	than one year which are considered by the Company’s management to have investment quality comparable
	to securities which may be purchased as stated above.

In addition, we may invest in futures and options. We purchase financial futures and related options and options on
securities solely for non-speculative hedging purposes. In the event securities prices are anticipated 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 the nonunitized separate account. Similarly, if securities prices are expected to rise, we may
purchase a futures contract or a call option against anticipated positive cash flow or we may purchase options on
securities.

While this section generally describes our investment strategy, we are not obligated to invest the assets
attributable to the contract according to any particular strategy, except as may be required by state
insurance laws. Additionally, the guaranteed interest rates we establish need not relate to the investment
performance we experience.

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 TAXATION 

Introduction 

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

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

reading it: 

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

           taxation of amounts held or paid out under the contract; 

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<R>

·	Tax laws change. It is possible that a change in the future could affect contracts issued in the past;
·	This section addresses some, but not all, applicable federal income tax rules and does not discuss federal
	estate and gift tax implications, state and local taxes, or any other tax provisions; and
·	We do not make any guarantee about the tax treatment of the contract or transactions involving the
	contract.

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We do not intend this information to be tax advice. For advice about the effect of federal income taxes or any other
taxes on amounts held or paid out under the contract, consult a tax adviser.
Types of Contracts: Non-Qualified or Qualified
The contract may be purchased on a non-tax-qualified basis (non-qualified contracts) or purchased on a tax-qualified
basis (qualified contracts).

Non-qualified contracts are purchased with after tax contributions and are not related to retirement plans that receive
special income tax treatment under the Tax Code.

Qualified contracts are designed for use by individuals whose premium payments are comprised solely of proceeds
from and/or contributions under retirement plans that are intended to qualify for special income tax treatment under
Sections 401, 408 or 408A, and some provisions of section 403 of the Tax Code.

Taxation of Non-Qualified Contracts

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

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

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

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

Taxation of Distributions

General. When a withdrawal from a non-qualified contract occurs, the amount received will be treated as
ordinary income subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the contract owner’s investment in the
contract at that time. Investment in the contract is generally equal to the amount of all contributions to the contract,

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plus amounts previously included in your gross income as the result of certain loans, assignments or gifts, less the
aggregate amount of non-taxable distributions previously made.
In the case of a surrender under a non-qualified contract, the amount received generally will be taxable only to the
extent it exceeds the contract owner’s cost basis in the contract.
10% Penalty Tax. A distribution from a non-qualified contract may be subject to a federal tax penalty
equal to 10% of the amount treated as income. In general, however, there is no penalty on distributions:
·	made on or after the taxpayer reaches age 59½;
·	made on or after the death of a contract owner (the annuitant if the contract owner is a non-natural
	person);
·	attributable to the taxpayer’s becoming disabled as defined in the Tax Code;
·	made as part of a series of substantially equal periodic payments (at least annually) over your life
	or life expectancy or the joint lives or joint life expectancies of you and your designated
	beneficiary; or
·	the distribution is allocable to investment in the contract before August 14, 1982.

The 10% penalty does not apply to distributions from an immediate annuity as defined in the Tax Code. Other
exceptions may be applicable under certain circumstances and special rules may be applicable in connection with
the exceptions enumerated above. A tax adviser should be consulted with regard to exceptions from the penalty tax.

Tax-Free Exchanges. Section 1035 of the Tax Code permits the exchange of a life insurance, endowment
or annuity contract for an annuity contract on a tax-free basis. In such instance, the “investment in the contract” in
the old contract will carry over to the new contract. You should consult with your tax adviser regarding procedures
for making Section 1035 exchanges.

If your contract is purchased through a tax-free exchange of a life insurance, endowment or annuity contract that
was purchased prior to August 14, 1982, then any distributions other than annuity payments will be treated, for tax
purposes, as coming:
·	First, from any remaining “investment in the contract” made prior to August 14, 1982 and
	exchanged into the contract;
·	Next, from any “income on the contract” attributable to the investment made prior to August 14,
	1982;
·	Then, from any remaining “income on the contract;” and
·	Lastly, from any remaining “investment in the contract.”

<R>

The IRS has concluded that in certain instances, the partial exchange of a portion of one annuity contract for another
contract will be tax-free. However, the IRS has reserved the right to treat transactions it considers abusive as
ineligible for favorable partial 1035 tax-free exchange treatment. It is not certain whether the IRS would treat an
immediate withdrawal or annuitization after a partial exchange as abusive. In addition, it is unclear how the IRS
will treat a partial exchange from a life insurance, endowment, or annuity contract directly into an immediate
annuity. Currently, we will accept a partial 1035 exchange from a non-qualified annuity into a deferred annuity or
an immediate annuity as a tax-free transaction unless we believe that we would be expected to treat the transaction
as abusive. We are not responsible for the manner in which any other insurance company, for tax reporting
purposes, or the IRS, with respect to the ultimate tax treatment, recognizes or reports a partial exchange. We
strongly advise you to discuss any proposed 1035 exchange with your tax adviser prior to proceeding with the
transaction.

Taxation of Annuity Payments. Although tax consequences may vary depending on the payment option
elected under an annuity contract, a portion of each annuity payment is generally not taxed and the remainder is
taxed as ordinary income. The non-taxable portion of an annuity payment is generally determined in a manner that
is designed to allow you to recover your investment in the contract ratably on a tax-free basis over the expected
stream of annuity payments, as determined when annuity payments start. Once your investment in the contract has
been fully recovered, however, the full amount of each subsequent annuity payment is subject to tax as ordinary

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income. The tax treatment of partial annuitizations is unclear. We currently treat any partial annuitizations as
withdrawals rather than as annuity payments. Please consult your tax adviser before electing a partial annuitization.

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

Different distribution requirements apply if your death occurs:
·	After you begin receiving annuity payments under the contract; or
·	Before you begin receiving such distributions.

<R>

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

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

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·  Over the life of the designated beneficiary; or 

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

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

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

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

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

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

Withholding. We will withhold and remit to the IRS a part of the taxable portion of each distribution
made under a contract unless the distributee notifies us at or before the time of the distribution that he or she elects
not to have any amounts withheld. Withholding is mandatory, however, if the distributee fails to provide a valid
taxpayer identification number or if we are notified by the IRS that the taxpayer identification number we have on

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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 not to have federal income tax withheld,
you are still liable for payment of federal income tax on the taxable portion of the payment.

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

Taxation of Qualified Contracts

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

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

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

Tax Deferral
Under the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are
withdrawn. However, in the case of a qualified plan (as defined in this prospectus), an annuity contract is not
necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already
available to the qualified plan itself. Annuities do provide other features and benefits (such as guaranteed living
benefits and/or death benefits or the option of lifetime income phase options at established rates) that may be
valuable to you. You should discuss your alternatives with your financial representative taking into account the
additional fees and expenses you may incur in an annuity.

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

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

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Roth IRAs. Section 408A of the Tax Code permits certain eligible individuals to contribute to a Roth IRA.
Contributions to a Roth IRA are subject to limits on the amount of contributions and the persons who may be
eligible to contribute, are not deductible, and must be made in cash or as a rollover or transfer from an eligible
retirement plan, 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 from which the rollover was made within a 1-year period. A 10% penalty may apply to
amounts attributable to a conversion to a Roth IRA if the amounts are distributed during the five taxable years
beginning with the year in which the conversion was made.

Sales of a contract for use with a Roth IRA may be subject to special requirements of the IRS. The IRS has not
reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed, in a ruling of
general applicability, whether the contract’s death benefit provisions comply with IRS qualification requirements.

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

Distributions – General
Certain tax rules apply to distributions from the contract. A distribution is any amount taken from a contract
including withdrawals, annuity payments, rollovers, exchanges and death benefit proceeds. We report the taxable
portion of all distributions to the IRS.

Individual Retirement Annuities. All distributions from an IRA are taxed as received unless either one of
the following is true:
·	The distribution is rolled over to another IRA or to a plan eligible to receive rollovers as permitted
	under the Tax Code; or
·	You made after-tax contributions to the IRA. In this case, the distribution will be taxed according
	to rules detailed in the Tax Code.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from an IRA unless certain
exceptions, including one or more of the following, have occurred:
·	You have attained age 59½;
·	You have become disabled, as defined in the Tax Code;
·	You have died and the distribution is to your beneficiary;
·	The distribution amount is rolled over into another eligible retirement plan or to an IRA in
	accordance with the terms of the Tax Code;
·	The distribution is made due to an IRS levy upon your plan;
·	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, a qualified first-time home purchase, or for higher education
expenses.

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Roth IRAs. A qualified distribution from a Roth IRA is not taxed when it is received. A qualified
distribution is a distribution:
·	Made after the five-taxable year period beginning with the first taxable year for which a
	contribution was made to a Roth IRA of the owner; and
·	Made after you attain age 59½; die, become disabled as defined in the Tax Code, or for a qualified
	first-time home purchase.

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If a distribution is not qualified, generally it will be taxable to the extent of the accumulated earnings. A partial
distribution will first be treated as a return of contributions which is not taxable and then as taxable accumulated
earnings.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a Roth IRA that is not a
qualified distribution unless certain exceptions have occurred. In general, the exceptions for an IRA listed above
also apply to a distribution from a Roth IRA that is not a qualified distribution or a rollover to a Roth IRA that is not
a qualified rollover contribution. The 10% penalty tax is also waived on a distribution made from a Roth IRA to pay
for health insurance premiums for certain unemployed individuals, used for a qualified first-time home purchase, or
for higher education expenses.

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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 Tax Code. These
rules may dictate the following:
·	Start date for distributions;
·	The time period in which all amounts in your account(s) must be distributed; and
·	Distribution amounts.

Start Date and Time Period. Generally, you must begin receiving distributions by April 1 of the
calendar year following the calendar year in which you attain age 70½. We must pay out distributions from the
contract over a period not extending beyond one of the following time periods:

·	Over your life or the joint lives of you and your designated beneficiary; or
·	Over a period not greater than your life expectancy or the joint life expectancies of you and your
	designated beneficiary.

Distribution Amounts. The amount of each required distribution must be calculated in accordance
with Tax Code section 401(a)(9). The entire interest in the account includes the amount of any outstanding rollover,
transfer, recharacterization, if applicable, and the actuarial present value of any 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.

Required Minimum Distribution Relief for 2009. The Worker, Retiree and Employer Recovery Act
of 2008 (“WRERA 2008”) suspends the minimum distribution requirement for most employer sponsored defined
contribution plans for the 2009 tax year. The relief extends to IRAs only.

Lifetime Required Minimum Distributions are not applicable to Roth IRAs. 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 after your death, depending upon if you have been receiving required minimum distributions. Further
information regarding required distributions upon death may be found in your contract.

If your death occurs on or after you begin receiving minimum distributions under the contract, distributions
generally must be made at least as rapidly as under the method in effect at the time of your death. Tax Code section
401(a)(9) provides specific rules for calculating the required minimum distributions after your death.

ILIAC MRA (IICA) – IICAMRA

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If your death occurs before you begin receiving minimum distributions under the contract, your entire balance must
be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your death. For
example, if you died on September 1, 2010, your entire balance must be distributed to the designated beneficiary
by December 31, 2015. However, if distributions begin by December 31 of the calendar year following the
calendar year of your death, and you have named a designated beneficiary, then payments may be made over either
of the following time frames:

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·  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. 

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No Designated Beneficiary. If there is no designated beneficiary, the entire interest generally must be
distributed by the end of the calendar containing the fifth anniversary of the contract owner’s death.

Required Minimum Distribution Relief for 2009. Under WRERA 2008, the five year rule discussed
above is determined without regard to 2009.

Special Rule for IRA Spousal Beneficiaries (IRAs and Roth IRAs Only). In lieu of taking a
distribution under these rules, if the sole designated beneficiary is the contract owner’s surviving spouse, the spousal
beneficiary may elect to treat the contract as his or her own IRA and defer taking a distribution until his or her own
start date. The surviving spouse is deemed to have made such an election if the surviving spouse makes a rollover to
or from the contract or fails to take a distribution within the required time period.

Withholding
Any taxable distributions under the contract are generally subject to withholding. Federal income tax liability
rates vary according to the type of distribution and the recipient’s tax status.

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

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

Assignment and Other Transfers

IRAs and Roth IRAs. The Tax Code does not allow a transfer or assignment of your rights under the
contracts except in limited circumstances. Adverse tax consequences may result if you assign or transfer your
interest in the contract to persons other than your spouse incident to a divorce. Anyone contemplating such an
assignment or transfer should contact a qualified tax adviser regarding the potential tax effects of such a transaction.

Possible Changes in Taxation
Although the likelihood of legislative change and tax reform is uncertain, there is always the possibility that the tax
treatment of the contracts could change by legislation or other means. It is also possible that any change could be
retroactive (that is, effective before the date of the change). You should consult a tax adviser with respect to
legislative developments and their effect on the contract.

Same-Sex Marriages
Pursuant to Section 3 of the federal Defense of Marriage Act (“DOMA”), same-sex marriages currently are not
recognized for purposes of federal law. Therefore, the favorable income-deferral options afforded by federal tax law
to an opposite-sex spouse under Code sections 72(s) and 401(a)(9) are currently NOT available to a same-sex
spouse. Same-sex spouses who own or are considering the purchase of annuity products that provide benefits based

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ILIAC MRA (IICA) – IICAMRA

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upon status as a spouse should consult a qualified tax adviser. In certain states, to the extent that an annuity contract
or certificate offers to spouses other rights or benefits that are not affected by DOMA, same-sex spouses remain
entitled to such rights or benefits to the same extent as any Contract Owner’s spouse.

Taxation of the Company
We are taxed as a life insurance company under the Tax Code. The Company owns all assets supporting the
contract obligations. Any income earned on such assets is considered income to the Company. We do not intend to
make any provision or impose a charge under the contracts with respect to any tax liability of the Company.

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 OTHER TOPICS 

The Company 

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Prior to January 1, 2006, the contracts were issued by ING Insurance Company of America (“IICA”), a wholly
owned subsidiary of ours. IICA was a life insurance company organized under the insurance laws of the State of
Connecticut in 1990 and redomesticated under the insurance laws of the State of Florida on January 5, 2000. Prior
to January 1, 2002, IICA was known as Aetna Insurance Company of America. Effective December 31, 2005, IICA
merged with and into ILIAC, and ILIAC assumed responsibility for IICA’s obligations under the contracts.
ILIAC is 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, ILIAC’s 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, ILIAC was known as Aetna Life
Insurance and Annuity Company. Although we are a subsidiary of ING, ING is not responsible for the obligations
under the contract. The obligations under the contract are solely the responsibility of ILIAC.

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

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

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One Orange Way

Windsor, Connecticut 06095-4774 

Regulatory Matters
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.

ILIAC MRA (IICA) – IICAMRA

23

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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 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.

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 “Federal Tax Considerations” 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.

Contract Distribution
The Company’s subsidiary, ING Financial Advisers, LLC, serves as the principal underwriter for the contracts. ING
Financial Advisers, LLC, a Delaware limited liability company, is registered as a broker-dealer with the SEC. ING
Financial Advisers, LLC is also a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the
Securities Investor Protection Corporation (“SIPC”). ING Financial Advisers, LLC’s principal office is located at
One Orange Way, Windsor, Connecticut 06095-4774.

The contracts are offered to the public by individuals who are registered representatives of ING Financial Advisers,
LLC or other broker-dealers which have entered into a selling arrangement with ING Financial Advisers, LLC. We
refer to ING Financial Advisers, LLC and the other broker-dealers selling the contracts as “distributors.”

All registered representatives selling the contracts must also be licensed as insurance agents for the Company.

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

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ILIAC MRA (IICA) – IICAMRA  24 

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·	Directed Services LLC	·	ING Funds Distributor, LLC
·	ING America Equities, Inc.	·	ING Investment Advisors, LLC
·	ING Financial Advisers, LLC	·	ING Investment Management Services LLC
·	ING Financial Markets LLC	·	ShareBuilder Securities Corporation
·	ING Financial Partners, Inc.	·	Systematized Benefits Administrators, Inc.

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Registered representatives of distributors who solicit sales of the contracts typically receive a portion of the
compensation paid to the distributor in the form of commissions or other compensation, depending upon the
agreement between the distributor and the registered representative. This compensation, as well as other incentives
or payments, is not paid directly by contract owners or the Separate Account. We intend to recoup this
compensation and other sales expenses paid to distributors through fees and charges imposed under the contracts.

Commission Payments. Persons who offer and sell the contracts may be paid a commission. The maximum
percentage amount that may be paid with respect to a given purchase payment is the first-year percentage which
ranges from 0% to a maximum of 6% of the first year of payments to an account. Renewal commissions paid on
payments made after the first year and asset-based service fees may also be paid.

Individual registered representatives may receive all or a portion of compensation paid to their distributor,
depending upon the firm’s practices. Commissions and any annual payments, when combined, could exceed 6% of
total premium payments. To the extent permitted by SEC and FINRA rules and other applicable laws and
regulations, we may also pay or allow other promotional incentives or payments in the form of cash payments or
other compensation to distributors, which may require the registered representative to attain a certain threshold of
sales of Company products.

We may also enter into special compensation arrangements with certain distributors based on those firms’ aggregate
or anticipated sales of the contracts or other criteria. These special compensation arrangements will not be offered
to all distributors, and the terms of such arrangements may differ among distributors based on various factors. Any
such compensation payable to a distributor will not result in any additional direct charge to you by us.

Some sales personnel may receive various types of non-cash compensation as special sales incentives, including
trips, and we may also pay for some sales personnel to attend educational and/or business seminars. Any such
compensation will be paid in accordance with SEC and FINRA rules. Management personnel of the Company, and
of its affiliated broker-dealers, may receive additional compensation if the overall amount of investments in funds
advised by the Company or its affiliates meets certain target levels or increases over time. Compensation for certain
management personnel, including sales management personnel, may be enhanced if management personnel meet or
exceed goals for sales of the contracts, or if the overall amount of investments in the contracts and other products
issued or advised by the Company or its affiliates increases over time. Certain sales management personnel may
also receive compensation that is a specific percentage of the commissions paid to distributors or of purchase
payments received under the contracts, or which may be a flat dollar amount that varies based upon other factors,
including management’s ability to meet or exceed service requirements, sell new contracts or retain existing
contracts, or sell additional service features such as a common remitting program.

In addition to direct cash compensation for sales of contracts described above, ING Financial Advisers, LLC may
also pay distributors additional compensation or reimbursement of expenses for their efforts in selling the contracts
to you and other customers. These amounts may include:

·	Marketing/distribution allowances which may be based on the percentages of premium received, the
	aggregate commissions paid and/or the aggregate assets held in relation to certain types of designated
	insurance products issued by the Company and/or its affiliates during the year;

ILIAC MRA (IICA) – IICAMRA

25

·	Loans or advances of commissions in anticipation of future receipt of premiums (a form of lending to
	agents/registered representatives). These loans may have advantageous terms such as reduction or
	elimination of the interest charged on the loan and/or forgiveness of the principal amount of the loan,
	which terms may be conditioned on fixed insurance product sales;
·	Education and training allowances to facilitate our attendance at certain educational and training
	meetings to provide information and training about our products. We also hold training programs from
	time to time at our expense;
·	Sponsorship payments or reimbursements for broker/dealers to use in sales contests and/or meetings
	for their agents/registered representatives who sell our products. We do not hold contests based solely
	on the sales of this product;
·	Certain overrides and other benefits that may include cash compensation based on the amount of
	earned commissions, agent/representative recruiting or other activities that promote the sale of
	policies; and
·	Additional cash or noncash compensation and reimbursements permissible under existing law. This
	may include, but is not limited to, cash incentives, merchandise, trips, occasional entertainment, meals
	and tickets to sporting events, client appreciation events, business and educational enhancement items,
	payment for travel expenses (including meals and lodging) to pre-approved training and education
	seminars, and payment for advertising and sales campaigns.

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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 contracts.

The following is a list of the top 25 selling firms that, during 2009, received the most compensation, in the
aggregate, from us in connection with the sale of registered variable annuity contracts issued by us, ranked by total
dollars received:

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1.	SagePoint Financial, Inc.	14.	National Planning Corporation
2.	Symetra Investment Services, Inc.	15.	Morgan Keegan and Company, Inc.
3.	LPL Financial Corporation	16.	Multi-Financial Securities Corporation
4.	ING Financial Partners, Inc.	17.	Ameritas Investment Corp.
5.	Financial Network Investment Corporation	18.	Huckin Financial Group, Inc.
6.	Walnut Street Securities, Inc.®	19.	Securities America, Inc.
7.	Lincoln Financial Securities Corporation	20.	Wells Fargo Advisors, LLC
8.	NRP Financial, Inc.	21.	Northwestern Mutual Investment Services, LLC
9.	Valor Insurance Agency, Inc.	22.	McGinn Smith & Co., Inc.
10.	NFP Securities, Inc.	23.	Tower Square Securities, Inc.
11.	American Portfolios Financial Services, Inc.	24.	NIA Securities, L.L.C.
12.	Lincoln Investment Planning, Inc.	25.	Financial Telesis Inc.
13.	Cadaret, Grant & Co., Inc.

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ILIAC MRA (IICA) – IICAMRA

26

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If the amounts paid to ING Financial Advisers, LLC were included, ING Financial Advisers, LLC would be first on
the list.

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

Contract Modification
Only an authorized officer of the Company may change the terms of the contract. We may change the contract as
required by federal or state law. In addition, we may, upon 30 days’ written notice to the contract holder, make
other changes to group contracts that would apply only to individuals who become participants under that contract
after the effective date of such changes. If the group contract holder does not agree to a change, we reserve the right
to refuse to establish new accounts under the contract.

Certain changes will require the approval of appropriate state or federal regulatory authorities.

Transfer of Ownership; Assignment
Your rights under a non-qualified contract may be assigned or transferred. An assignment of a contract will only be
binding on us if it is made in writing and sent to and accepted by us at our Customer Service Center. We will use
reasonable procedures to confirm the assignment is authentic, including verification of signature. If we fail to
follow our own procedures, we will be liable for any losses to you directly resulting from the failure. Otherwise, we
are not responsible for the validity of any assignment. The rights of the contract holder and the interest of the
annuitant and any designated beneficiary will be subject to the rights of any assignee we have on our records. We
reserve the right not to accept any assignment or transfer to a non-natural person. In some cases, an assignment may
have adverse tax consequences. You should consult a tax adviser.

Involuntary Terminations
We reserve the right to terminate any account with a value of $2,500 or less immediately following a partial
withdrawal. However, an IRA may only be closed out when payments to the contract have not been received for a
24-month period and the paid-up annuity benefit at maturity would be less than $20 per month. If such right is
exercised, you will be given 90 days’ advance written notice. No early withdrawal charge will be deducted for
involuntary terminations. We do not intend to exercise this right in cases where the account value is reduced to
$2,500 or less solely due to investment performance.

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 consolidated financial statements of the Company appearing in the Company’s Annual Report on Form 10-K/A
for the year ended December 31, 2009 (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,

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ILIAC MRA (IICA) – IICAMRA

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and incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and
auditing.

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

ING Financial Advisers, 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. ING Financial Advisers, LLC is not involved in any legal proceeding which, in the opinion of
management, is likely to have material adverse effect on its ability to distribute the contract.

Further Information
This prospectus does not contain all of the information contained in the registration statement of which this
prospectus is a part. Portions of the registration statement have been omitted from this prospectus as allowed by the
Securities and Exchange Commission (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 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:

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Securities and Exchange Commission 

SEC Public Reference Branch 

100 F Street, N.E., 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 333-130827.

</R>

ILIAC MRA (IICA) – IICAMRA

28

<R>

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 Annual Report on Form 10-
K/A for the year ended December 31, 2009. Form 10-K/A contains additional information about the Company and
includes certified financial statements for the respective periods. Other than these reports, we were not required to
file any other reports pursuant to Sections 13(a) or 15(d) of the Securities and Exchange Act since the end of the
fiscal year covered by that Form 10-K/A.

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 9271

Des Moines, Iowa 50306-9271 

(800) 531-4547

<R>

You also may access these documents, including the Company’s latest Annual Report on Form 10-K/A, through the
SEC’s Public Reference Room or web site (http://www.sec.gov).

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

</R>

ILIAC MRA (IICA) – IICAMRA

29

APPENDIX I 

Calculating a Market Value Adjustment (MVA) 

Market Value Adjustment Formula
The mathematical formula used to determine the MVA is:

	x
{ (1+i)	} 365
(1+j)

Where:
·	i is the deposit period yield;
·	j is the current yield; and
·	x is the number of days remaining (computed from Wednesday of the week of withdrawal) in the
	guaranteed term.

We make an adjustment in the formula of the MVA to reflect the period of time remaining in the guaranteed term
from the Wednesday of the week of a withdrawal.

Explanation of the Market Value Adjustment Formula
The MVA essentially involves a comparison of two yields: the yield available at the start of the current guaranteed
term of the contract (the deposit period yield) and the yield currently available (the current yield).

The MVA depends on the relationship between the following:
·	The deposit period yield of U.S. Treasury Notes that mature in the last quarter of the guaranteed term; and
·	The current yield of these U.S. Treasury Notes at the time of withdrawal.

If the current yield is the lesser of the two, the MVA will decrease the amount withdrawn from the contract to satisfy
the withdrawal request (the MVA will be positive). If the current yield is the higher of the two, the MVA will
increase the amount withdrawn from the contract to satisfy the withdrawal request (the MVA will be negative, or
detrimental to the investor). As a result of the MVA imposed, the amount withdrawn from the contract prior to the
maturity date may be less than the amount paid into the contract.

To determine the deposit period yield and the current yield, certain information must be obtained about the prices of
outstanding U.S. Treasury Notes. This information may be found each business day in publications such as the Wall
Street Journal, which publishes the yield-to-maturity percentages for all Treasury Notes as of the preceding business
day. These percentages are used in determining the deposit period yield and the current yield for the MVA
calculation.

Deposit Period Yield
Determining the deposit period yield in the MVA calculation involves consideration of interest rates prevailing at
the start of the guaranteed term from which the withdrawal will be made, as follows:

·	We identify the Treasury Notes that mature in the last three months of the guaranteed term; and
·	We determine the yield-to-maturity percentages of these Treasury Notes for the last business day of each
	week in the deposit period.

The resulting percentages are then averaged to determine the deposit period yield. The deposit period is the period
of time during which the purchase payment or any reinvestment may be made to available guaranteed terms. A deposit
period may be a month, a calendar quarter, or any other period of time we specify.

ILIAC MRA (IICA) – IICAMRA

I-1

Current Yield
To determine the current yield, we use the same Treasury Notes identified for the deposit period yield—Treasury
Notes that mature in the last three months of the guaranteed term. However, the yield-to-maturity percentages used
are those for the last business day of the week preceding the withdrawal. We average these percentages to
determine the current yield.

Examples of MVA Calculations
The following are examples of MVA calculations using several hypothetical deposit period yields and current
yields. These examples do not include the effect of any early withdrawal charge that may be assessed under the
contract upon withdrawal.

EXAMPLE I
Assumptions:	Assumptions:
i, the deposit period yield, is 4%	i, the deposit period yield, is 5%
j, the current yield, is 6%	j, the current yield, is 6%
x, the number of days remaining (computed from	x, the number of days remaining (computed from
Wednesday of the week of withdrawal) in the guaranteed	Wednesday of the week of withdrawal) in the guaranteed
term, is 927.	term, is 927.

		x			x
	{ (1+i)	}365		{	(1+i) } 365
MVA =	(1+j)		MVA =		(1+j)
		927			927
	{ (1.04) }365			{ (1.05) } 365
=	(1.06)		=		(1.06)
		= .9528			= .9762

In this example, the deposit period yield of 4% is less than	In this example, the deposit period yield of 5% is less than
the current yield of 6%; therefore, the MVA is less than one.	the current yield of 6%; therefore, the MVA is less than
The amount withdrawn from the guaranteed term is	one. The amount withdrawn from the guaranteed term is
multiplied by this MVA.	multiplied by this MVA.
If a withdrawal or transfer of a specific dollar amount is	If a withdrawal or transfer of a specific dollar amount is
requested, the amount withdrawn from a guaranteed term	requested, the amount withdrawn from a guaranteed term
will be increased to compensate for the negative MVA	will be increased to compensate for the negative MVA
amount. For example, a withdrawal request to receive a	amount. For example, a withdrawal request to receive a
check for $2,000 would result in a $2,099.08 withdrawal	check for $2,000 would result in a $2,048.76 withdrawal
from the guaranteed term.	from the guaranteed term.

ILIAC MRA (IICA) – IICAMRA

I-2

EXAMPLE II
Assumptions:	Assumptions:
i, the deposit period yield, is 6%	i, the deposit period yield, is 5%
j, the current yield, is 4%	j, the current yield, is 4%
x, the number of days remaining (computed from	x, the number of days remaining (computed from
Wednesday of the week of withdrawal) in the guaranteed	Wednesday of the week of withdrawal) in the guaranteed
term, is 927.	term, is 927.

		x			x
	{ (1+i)	}365		{	(1+i) } 365
MVA =			MVA =
	(1+j)				(1+j)
		927			927
	{ (1.06) }365			{	(1.05) } 365
=			=
	(1.04)				(1.04)
		= 1.0496			= 1.0246

In this example, the deposit period yield of 6% is greater	In this example, the deposit period yield of 5% is greater
than the current yield of 4%; therefore, the MVA is greater	than the current yield of 4%; therefore, the MVA is greater
than one. The amount withdrawn from the guaranteed term	than one. The amount withdrawn from the guaranteed term
is multiplied by this MVA.	is multiplied by this MVA.
If a withdrawal or transfer of a specific dollar amount is	If a withdrawal or transfer of a specific dollar amount is
requested, the amount withdrawn from a guaranteed term	requested, the amount withdrawn from a guaranteed term
will be decreased to compensate for the positive MVA	will be decreased to compensate for the positive MVA
amount. For example, a withdrawal request to receive a	amount. For example, a withdrawal request to receive a
check for $2,000 would result in a $1,905.49 withdrawal	check for $2,000 would result in a $1,951.98 withdrawal
from the guaranteed term.	from the guaranteed term.

ILIAC MRA (IICA) – IICAMRA

I-3

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

Section 20 of the ING Financial Advisers, LLC Limited Liability Company Agreement provides that ING Financial
Advisers, LLC will indemnify certain persons against any loss, damage, claim or expenses (including legal fees)
incurred by such person if he is made a party or is threatened to be made a party to a suit or proceeding because he
was a member, officer, director, employee or agent of ING Financial Advisers, LLC, as long as he acted in good
faith on behalf of ING Financial Advisers, LLC and in a manner reasonably believed to be within the scope of his
authority. An additional condition requires that no person shall be entitled to indemnity if his loss, damage, claim or
expense was incurred by reason of his gross negligence or willful misconduct. This indemnity provision is
authorized by and is consistent with Title 8, Section 145 of the General Corporation Law of the State of Delaware.

Item 15. Recent Sales of Unregistered Securities

Not Applicable

Item 16. Exhibits and Financial Statement Schedules
(a)	Furnish the exhibits as required by Item 601 of Regulation S-K (§229.601):

(1)(a)	Underwriting Agreement dated November 17, 2006 between ING Life Insurance and Annuity
	Company and ING Financial Advisers, LLC ·Incorporated by reference to Post-Effective
	Amendment No. 34 to Registration Statement on Form N-4 (File No.033-75996), as filed on
	December 20, 2006.
(1)(b)	Confirmation of Underwriting Agreement ·Incorporated by reference to Registration
	Statement on Form S-1 (File No. 333-133158, Accession No. 0000836687-06-000199), as
	filed on April 10, 2006.
(3)(a)	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)(b)	Amended and Restated By-Laws of ING Life Insurance and Annuity Company, effective
	October 1, 2007 ·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.
(4)(a)	Group Annuity Contract (Form No. G2-MGA-95) ·Incorporated by reference to Registration
	Statement on Form S-2 (File No. 033-63657), as filed on October 25, 1995.
(4)(b)	Individual Annuity Contract (Form No. I2-MGA-95) ·Incorporated by reference to Pre-
	Effective Amendment No. 3 to Registration Statement on Form S-2 (File No. 033-63657), as
	filed on January 17, 1996.
(4)(c)	Certificate (G2CC-MGA-95) to Group Annuity Contract Form No. G-MGA-95 ·Incorporated
	by reference to Post-Effective Amendment No. 3 to Registration Statement on Form S-2 (File
	No. 033-63657), as filed on November 24, 1997.
(4)(d)	Endorsement (E2-MGAIRA-95-2) to Group Annuity Contract Form No. G2-MGA-95 and
	Certificate No. G2CC-MGA-95 ·Incorporated by reference to Post-Effective Amendment No.
	3 to Registration Statement on Form S-2 (File No. 033-63657), as filed on November 24, 1997.
(4)(e)	Endorsement (E2-MGAROTH-97) to Group Annuity Contract Form No. G2-MGA-95 and
	Certificate No. G2CC-MGA-95 ·Incorporated by reference to Post-Effective Amendment No.
	3 to Registration Statement on Form S-2 (File No. 033-63657), as filed on November 24, 1997.
(5)	Opinion as to Legality, attached.
(10)	Material contracts are listed under Item 15 of the Company’s Form 10-K/A for the fiscal year
	ended December 31, 2009 (File No. 033-23376), as filed with the Commission on April 5,
	2010. Each of the exhibits so listed is incorporated by reference as indicated in the Form 10-
	K/A.
(21)	Subsidiaries of the Registrant ·Incorporated herein by reference to Item 28 in Post-Effective
	Amendment No. 28 to Registration Statement on Form N-6 for Select*Life Variable Account
	of ReliaStar Life Insurance Company (File No. 033-57244), as filed with the Securities and
	Exchange Commission on April 6, 2010.
(23)(a)	Consent of Independent Registered Public Accounting Firm, attached.

(23)(b)	Consent of Legal Counsel (included in Exhibit (5) above).
(24)(a)	Powers of Attorney, attached.
(24)(b)	Certificate of Resolution Authorizing Signature by Power of Attorney ·Incorporated by
	reference to Post-Effective Amendment No. 5 to the Registration Statement on Form N-4 (File
	No. 033-75986), as filed on April 12, 1996.

(b) ING Life Insurance and Annuity Company Form 10-K/A for the fiscal year ended December 31, 2009 is
incorporated in Part I within the Prospectus.

Exhibits other than these 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 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.
(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 Post-Effective
Amendment to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of West Chester, Commonwealth of Pennsylvania, on the 20th day of April, 2010.

By:	ING LIFE INSURANCE AND ANNUITY COMPANY
	(DEPOSITOR)
By:
	Catherine H. Smith*
	President (Principal Executive Officer)
By:	/s/ John S. Kreighbaum
	John S. (Scott) Kreighbaum as
	Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration
Statement has been signed by the following persons in the capacities indicated on April 20, 2010.

Signatures	Titles
President and Director
Catherine H. Smith*	(principal executive officer)
Director and Chairman
Thomas J. McInerney*
	Director, Executive Vice President and Chief Financial Officer
Ewout L. Steenbergen*
	Senior Vice President and Chief Accounting Officer
Steven T. Pierson*
	Director
Donald W. Britton*
	Director
Robert G. Leary*
	Director
Michael S. Smith*
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 No.	Exhibit
16(a)(5)	Opinion as to Legality	EX-5
16(a)(23)(a)	Consent of Independent Registered Public Accounting Firm	EX-23.I
16(a)(23)(b)	Consent of Legal Counsel	*
16(a)(24)(a)	Powers of Attorney	EX-24
*Included in Exhibit (5) above