S-3/A

As filed with the Securities and Exchange Commission on April 17 , 202 4

Registration File No. 333- 278860

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY

(Exact name of registrant as specified in its charter)

Connecticut

(State or jurisdiction of incorporation or organization)

71-0294708

(I.R.S. Employer Identification Number)

One Orange Way, C2N, Windsor, Connecticut 06095-4774, 1(800) 584-6001

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ian Macleod , Counsel

Security Life Of Denver Insurance Company

As administrator for Voya Retirement Insurance and Annuity Company

1475 Dunwoody Drive , West Chester, PA 19380

(763) 342-9164

_____________________________________________________________________________________________

We request acceleration of the effective date of this Registration Statement to May 1, 202 4

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

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☑

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

If this Form is 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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

Large accelerated filer☐Accelerated Filer☐

Non-accelerated filer☑  (Do not check if a smaller reporting company)Smaller reporting company☐

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 8(a)(2)(B) of Securities Act. ☐

CALCULATION OF THE REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered*	Proposed maximum offering price per unit*	Proposed maximum aggregate offering price	Amount of registration fee*
			$1,000,000.00	$1 47 . 6 0

* The proposed maximum aggregate offering price is estimated solely for the purpose of determining the registration fee. The amount to be registered and the proposed maximum offering price per unit are not applicable as these securities are not issued in predetermined amounts or units.

PART I

INFORMATION REQUIRED IN PROSPECTUS

Voya Select Multi-Index 5 & 7

Modified Single Premium Deferred Annuity Contracts

Issued by Voya Retirement Insurance and Annuity Company

This prospectus sets forth the information you ought to know before investing. You should keep the prospectus for future reference. Additional information has been filed with the Securities and Exchange Commission (“SEC”) and is available upon written or oral request without charge. As of October 31, 2011, we are no longer offering this Contract for sale to new purchasers.

The SEC maintains a website (www.sec.gov) that contains material incorporated by reference and other information about us, which we file electronically. The reference number assigned to this prospectus is 333- 278860 .

	How to reach us…
	Customer Service
Call:	(8 77 ) 886 -5 0 50
Write:	P.O. Box 981332 , Boston , MA 02298
Visit:	customer.resolutionlife.us

The Contract provides a means for you to allocate to one or more Strategies using one or more Indexes, as applicable.

The Strategies currently available under your contract:  Fixed Rate, or
Point-to-Point Cap Index…

Using one or any of these Index(es):  S&P MidCap 400^®

S&P 500^®

EURO STOXX 50^®

Russell 2000^®

See Pages and , respectively. Although the Contract guarantees the availability of the Fixed Rate Strategy and the Point-to-Point Cap Index Strategy, there is no guarantee that the same or similar Indexes will always be available under the Point-to-Point Cap Index Strategy. We may in the future:  add an Index or cease to accept Additional Premiums or Reallocations to an Index; decide to eliminate an Index; or need to substitute an Index. See Pages and . The Contract will have at least one Index available at all times. If you do not wish to reallocate to another available Index (or the Fixed Rate Strategy), you may Surrender the Contract. A Surrender Charge may apply. As a consequence, the amount of the Accumulation Value that you receive could be less than the Premium you originally paid into the Contract.

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

PLEASE REFER TO PAGE OF THIS PROSPECTUS FOR A DISCUSSION OF THE RISK FACTORS ASSOCIATED WITH THE CONTRACT.

NOTE:  FDIC/NCUA INSURED; A DEPOSIT OF A BANK; BANK GUARANTEED; OR INSURED BY ANY FEDERAL GOVERNMENT AGENCY. MAY LOSE VALUE.

RIGHT TO EXAMINE AND RETURN THIS CONTRACT:  You may return the contract within 20 days of its receipt (or longer as state law may require or when issued as a replacement contract). If so returned, we will promptly pay you the Premium paid and not previously surrendered, as of the date the returned contract is received by us. See Page .

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

MAY 1, 202 4

Contents

Glossary

Summary – Contract Charges, Strategies and Risk Factors

Voya Retirement Insurance and Annuity Company

Charges

The Annuity Contract

The Strategies

The Indexes

Surrenders

Death Benefit

Annuity Payments and Annuity Plans

Other Important Information

Federal Tax Considerations

Glossary

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

Accumulation Value – On the Contract Date, the Accumulation Value equals the Initial Premium paid less any premium tax, if applicable. At any time after the Contract Date, the Accumulation Value equals the sum of the Accumulation Value for each Allocation of Premium and Reallocation to a Strategy and associated Index, where applicable. See Page .

Additional Premium – Any payment, other than the Initial Premium, made by you and accepted by us for this Contract. See Page .

Allocation – Apportioning your Premium among available Strategies and Indexes, if applicable.

Allocation Anniversary – The same date as the applicable Allocation Date each year. If the Allocation Date is February 29^th, in non-leap years, the Allocation Anniversary shall be March 1^st.

Allocation Date – The date on which the Initial Premium, Reallocation or Additional Premium, as applicable, is allocated to any specific Strategy or Index.

Allocation Year – The period beginning on an Allocation Anniversary and ending on the day before the following Allocation Anniversary.

Annuitant – The individual designated by you as the individual upon whose life Annuity Payments will be based. There may be two Annuitants. See Page .

Annuity Payments – Periodic payments made by us to you or, subject to our consent in the event the payee is not a natural person, to a payee designated by you. See Page .

Annuity Plan – An option elected by you, or the contractually designated default option if none is elected, that determines the frequency, duration and amount of the Annuity Payments. See Page .

Beneficiary – The individual or entity you select to receive the Death Benefit. See Page .

Business Day – Any day that the New York Stock Exchange (“NYSE”) is open for trading, exclusive of federal holidays, or any day the Securities and Exchange Commission (“SEC”) requires that mutual funds, unit investment trusts or other investment portfolios be valued.

Cash Surrender Value – The amount you receive upon full Surrender of this Contract. See Page .

Company, we, us or our – Voya Retirement Insurance and Annuity Company (“VRIAC”), a stock company domiciled in Connecticut. See Page .

Contingent Annuitant – The individual who is not an Annuitant and will become the Annuitant if all named Annuitants die prior to the Maturity Date and the Death Benefit is not otherwise payable. See Page .

Contract – This Modified Single Premium Deferred Annuity Contract.

Contract Anniversary – The same day and month each year as the Contract Date. If the Contract Date is February 29^th, in non-leap years, the Contract Anniversary shall be March 1^st.

Contract Date – The date on which this Contract becomes effective.

Contract Year – The period beginning on a Contract Anniversary (or, in the first Contract Year only, beginning on the Contract Date) and ending on the day preceding the next Contract Anniversary.

Death Benefit – The amount payable to the Beneficiary upon death of any Owner (or, if the Owner is not a natural person, upon the death of any Annuitant) prior to the Maturity Date. See Page .

Endorsements – Attachments to this Contract that add, change or supersede its terms or provisions.

Fixed Rate Strategy – The Strategy that applies the declared Fixed Rate Strategy Interest Rate to the applicable Premium or Reallocation of Accumulation Value. See Page .

Fixed Rate Strategy Interest Rate – The declared annual interest rate applicable to the Fixed Rate Strategy.

Guarantee Period – The 5- and 7-year periods from the Contract Date during which the Initial Minimum Guaranteed Strategy Value Rate will not change for Select Multi-Index 5 and Select Multi-Index 7 Contracts, respectively.

Index – An index available under the Point-to-Point Cap Index Strategy. See Page .

Index Cap – The maximum Index Credit that may be applied at the end of each Indexing Period. It is declared annually in advance and is guaranteed for one year, unless that Premium or Reallocation is reallocated to another Strategy or Index. See Page .

Index Credit – The rate credited to each Premium and Reallocation of Accumulation Value allocated to the Point-to-Point Cap Index Strategy and is based on the performance of the applicable Index as measured over the Indexing Period. See Page .

Index Change – The percentage of change in an applicable Index during an Indexing Period, which is used to calculate the Index Credit under the Point-to-Point Cap Index Strategy. See Page .

Index Number – The value of the Index. It excludes any dividends that may be paid by the firms that comprise the Index. See Page .

Indexing Period – The period over which the Index Cap is guaranteed and the Index Credit is calculated. See Page .

Initial Minimum Guaranteed Strategy Value Rate – The Minimum Guaranteed Strategy Value Rate during the Guarantee Period. See Page .

Initial Premium – The payment made by you to us to put this Contract into effect. See Page .

Irrevocable Beneficiary – A Beneficiary whose rights and interests under this Contract cannot be changed without his, her or its consent. See Page .

Joint Owner – An individual who, along with another individual Owner, is entitled to exercise the rights incident to ownership. Both Joint Owners must agree to any change or the exercise of any rights under the Contract. The Joint Owner may not be an entity and may not be named if the Owner is an entity. See Page .

Maturity Date – The Contract Anniversary following the oldest Annuitant’s attainment of age 90 (or age 85 if the Contract was issued prior to January 3, 2011), on which the Proceeds are used to determine the amount paid under the Annuity Plan chosen. For additional information, including state specific variations for contracts issued in Florida, Minnesota and Montana see Page .

Minimum Guaranteed Strategy Value – A value equal to 87.5% (90% for Contracts issued in New Jersey) of the portion of the Premium allocated to a Strategy (less premium taxes, if applicable), plus Reallocations into that Strategy, minus Reallocations and Surrenders taken from Accumulation Value in that Strategy, plus interest credited and compounded daily in a manner to yield the applicable Minimum Guaranteed Strategy Value Rate. See Page .

Minimum Guaranteed Strategy Value Rate – The annual rate used in the calculation of the Minimum Guaranteed Strategy Value, which is set on the Contract Date and subject to reset beginning on and after the Contract Anniversary following the Guarantee Period. See Page . (The Minimum Guaranteed Strategy Value Rate will not change during the Guarantee Period. We refer to the Minimum Guaranteed Strategy Value Rate as the Initial Minimum Guaranteed Strategy Value Rate during the Guarantee Period.)

Notice to Us – Notice made in a form that:  (1) is approved by or is acceptable to us; (2) has the information and any documentation we determine in our sole discretion to be necessary to take the action requested or exercise the right specified; and (3) is received by Customer Service at the address specified on Page . Under certain circumstances, we may permit you to make Notice to Us by telephone or electronically.

Owner – The individual (or entity) who is entitled to exercise the rights incident to ownership. The terms “you” or “your,” when used in this prospectus, refer to the Owner. See Page .

Point-to-Point Cap Index Strategy – The Strategy that credits interest to the applicable Premium or Reallocation of Accumulation Value based on the Index Change of the Index over the Indexing Period.

Premium – Collectively the Initial Premium and any Additional Premium. See Pages .

Premium Allocation Percentage – The percentage of Premium allocated to any specific Strategy.

Proceeds – The greater of the Minimum Guaranteed Contract Value or the Accumulation Value. See Pages and , respectively.

Qualified Institutional Care – For Contracts issued in Washington, care provided in a hospital, skilled or intermediate nursing home, congregate care facility, adult family home, or other facility certified or licensed by the state primarily affording diagnostic, preventative, therapeutic, rehabilitative, maintenance or person care services. Such facility provides twenty-four hour nursing services on its premises or in facilities available to the institution on a formal prearranged basis. See Page .

Qualifying Medical Professional – A legally licensed practitioner of the healing arts who:  (1) is acting within the scope of his or her license; (2) is not a resident of your household or that of the Annuitant; and (3) is not related to you or the Annuitant by blood or marriage. For Contracts issued in Pennsylvania only, a Qualifying Medical Professional cannot be a member of your or the Annuitant’s immediate family (i.e., parents, spouse, children, siblings and parental in-laws). See Page .

Reallocation – To change the Strategy and/or Index applicable to a portion or all of the Accumulation Value. See Page .

Right to Examine and Return this Contract – The period of time during which you have the right to return the Contract for any reason, or no reason at all, and receive the Premium paid and not previously Surrendered. See Page .

Strategy – The interest crediting strategy available under this Contract. See Page .

Surrender – A transaction in which all or a part of the Accumulation Value is taken from the Contract. See Page .

Surrender Charge – A charge that is applied to certain full or partial Surrenders during the first five Contract Years, or the first seven Contract Years, as applicable, and will reduce the amount paid to you. See Page .

Surrender Charge Free Amount – Equals 10% of the Contract’s Accumulation Value as determined on the date of the first partial Surrender during the Contract Year. This is the amount you may Surrender without any Surrender Charge. See Page .

Tax Code – The Internal Revenue Code of 1986, as amended.

Terminal Condition – An illness or injury that results in a life expectancy of twelve months or less, as measured from the date of diagnosis by a Qualifying Medical Professional.

Summary – Contract Charges, Strategies and Risk Factors

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

A SURRENDER CHARGEwill apply to certain full or partial Surrenders according to one of the schedules below. The rate of the Surrender Charge is a percentage of the Accumulation Value withdrawn. The Surrender Charge will diminish each Contract Year. The Surrender Charge is deducted from the Accumulation Value. The surrender charge schedule will depend on the Contract you purchase.

Select Multi-Index 5
Full years since Contract Date	1	2	3	4	5	6+
Surrender Charge	8%	7%	6%	5%	4%	0%

Select Multi-Index 7
Full years since Contract Date	1	2	3	4	5	6	7	8+
Surrender Charge	9%	8%	7%	6%	5%	4%	3%	0%

A charge for PREMIUM TAXESmay also be deducted. See Page .

The Contract provides a means for you to allocate Premium and reallocate Accumulation Value to one or more STRATEGIES using one or more Indexes, as applicable. Two Strategies are available:

• Fixed Rate Strategy – With the Fixed Rate Strategy, interest is credited daily on the Accumulation Value at a rate that is guaranteed never to be less than the Fixed Rate Strategy Minimum Guaranteed Interest Rate. See Page .

• Point-to-Point Cap Index Strategy – With the Point-to-Point Cap Index Strategy, the Accumulation Value depends on the performance of an index. The Contract defines as the Index Credit the amount attributable to index performance that is used in calculating the Accumulation Value. Index credits are applied to the Accumulation Value at the end of the relevant period. There are no partial index credits. See Page .

Which Strategy is right for you depends on your investment time horizon, need for liquidity and risk tolerance. The Contract and its Strategies are not designed to be short-term investments.

RISK FACTORS

Purchasing the Contract involves certain risks. Additional information about these risks appears under “Surrender Charge” on Page , and “Surrenders” on Page . You should carefully consider your personal tax situation, and the expected federal income tax treatment, with a tax and/or legal advisor before you purchase a Contract. See Page  for a discussion of some general tax considerations.

Liquidity Risk – The Contract is designed for long-term investment and should be held for at least the length of the surrender charge period. The Surrender Charge Free Amount provides some liquidity. However, if you withdraw more than the Surrender Charge Free Amount, a Surrender Charge may apply, which could result in loss of principal and earnings. Because the Contract provides only limited liquidity during the surrender charge period, it is not suitable for short-term investment.

Investment Risk for the Fixed Rate Strategy – The investment risk and return characteristics for the Fixed Rate Strategy are similar to those of typical of fixed annuities. Accumulation Value in the Fixed Rate Strategy provides a fixed rate of return. The Company guarantees principal and credited interest, and provides for no participation in equity or other markets. In the case of a Surrender, interest will be credited on the portion of the Fixed Rate Strategy’s Accumulation Value surrendered up to the date of the Surrender. However, a Surrender Charge may apply to certain full or partial Surrenders, which could result in the loss of principal and earnings. Because of the Surrender Charge, you bear the risk that you may receive less than your principal.

Investment Risk for the Point-to-Point Cap Index Strategy – The investment risk and return characteristics for the Point-to-Point Cap Index Strategy are expected to fall in between those typical of fixed annuities and those typical of equity mutual funds or variable

annuities. A fixed annuity guarantees principal, and provides for no participation in equity or other markets. A variable annuity does not guarantee principal, and may provide for up to 100% participation in equity or other markets. Long-term returns under the Point-to- Point Cap Index Strategy may be higher than those offered by a typical fixed annuity, but will be more volatile than under a fixed annuity as the Index fluctuates. The guarantees under the Contract may make the Point-to-Point Cap Index Strategy more suitable than direct equity investment for risk-averse Owners. However, expected long-term returns of the Point-to-Point Cap Index Strategy will be lower than those for equity mutual funds or variable annuities. As Strategies linked to an index do not offer any guaranteed minimum Index Credit, you are assuming the risk that an investment in the Point-to-Point Cap Index Strategy could offer no return. Furthermore, amounts withdrawn from the Point-to-Point Cap Index Strategy prior to the end of the indexing period (the period over which the Index Credit is calculated) will not receive the Index Credit for that year.

We may Add an Index, or Cease to Accept Additional Premiums or Reallocations to an Index – We may add new Indexes as we deem appropriate, subject to approval by the insurance supervisory official in the jurisdiction in which the Contract is issued. Alternatively, we may cease to accept Additional Premiums to an Index at any time in our sole discretion. We may also cease to accept Reallocations to an Index (when you reallocate from one Index to another), or cease to permit Accumulation Value from continuing to be applied to an Index at the applicable Allocation Anniversary. The Contract will have at least one Index available at all times. You bear the risk that we may not add new Indexes, or that fewer Indexes will be available than when you bought the Contract.

We may decide to Eliminate an Index – We may eliminate an Index under the following conditions:  the Index is discontinued by its sponsor; its composition is substantially changed; our agreement with the sponsor of the Index is terminated (see Page ); or we determine that conditions in the capital markets do not permit us to effectively establish reasonable Index Caps (see Page ). We will not eliminate an Index before the Allocation Anniversary of any and all your Allocations or Reallocations to the Index. In other words, we will not eliminate an Index to which Premium, any Additional Premiums or Accumulation Value is allocated until the end of the Indexing Period. Rather, in determining to eliminate an Index, we will cease accepting Additional Premiums or Reallocations to an Index, or cease to permit Accumulation Value from continuing to be applied to the Index at the applicable Allocation Anniversary, until you no longer have any Allocations or Reallocations to the Index, at which time the Index will be eliminated. See Page . The Contract will have at least one Index available at all times. You bear the risk that fewer Indexes will be available than when you bought the Contract.

We may need to Substitute an Index – We will substitute an Index only in the event that the Index is discontinued by its sponsor, or the circumstances under which our agreement with the sponsor is terminated do not allow sufficient time for us to eliminate the Index. If we need to substitute an Index before your Allocation Anniversary, we will designate an index that is comparable, which means the designated substitute Index would have a similar composition of underlying securities, sufficient liquidity for hedging and recognition in the marketplace. Also, we will designate a substitute Index that has similar performance. We will calculate the Index Credit using the performance of the designated substitute Index. The Index Credit will reflect the Index Change of the designated substitute Index over the Indexing Period, but still subject to the same Index Cap that we declared at the beginning of the Indexing Period. The designated substitute Index may perform differently than the discontinued Index. Substituting an Index, however, will not affect the minimum guarantees for the Strategy. See Page . You bear the risk that the Index Credit attributable to the designated substitute Index may not be as great as the Index Credit you might have been anticipating based on the discontinued Index (had the index sponsor not discontinued the Index).

The Fixed Rate Strategy is the Default when an Index is Eliminated – We will notify you in writing at least 30 days in advance of the date on which an Index will be eliminated. We will not eliminate an Index before the Allocation Anniversary of any and all Allocations to the Index. During the 30 days following each Allocation Anniversary, you may reallocate Accumulation Value in the Index to be eliminated that corresponds to the relevant Allocation Anniversary to another available Strategy or Index without penalty. If we do not receive direction from you, we will reallocate such Accumulation Value to the Fixed Rate Strategy, where it will remain allocated until the next Allocation Anniversary. You will bear the investment risk of this Reallocation attributable to the Fixed Rate Strategy during the succeeding Allocation Year.

Loss of Principal – Surrenders of Accumulation Value in excess of the Contract’s Surrender Charge Free Amount are subject to a Surrender Charge. See Page . You bear the risk of loss that you may receive less than your principal after any Surrender Charge is deducted.

The Company’s Claims Paying Ability – The Contract is not a separate account product. This means that the assets supporting the Contract are not held in a separate account of VRIAC for the benefit of Owners of the Contract and not insulated from the claims of our creditors. Your guarantees will be paid from our general account and, therefore, are subject to our claims paying ability. See Page .

Voya Retirement Insurance and Annuity Company

Organization and Operation

Voya Retirement Insurance and Annuity Company (the “Company,” “we,” “us,” or “our”) issues the Contract described in this prospectus and is responsible for providing the Contract’s insurance and annuity benefits. All guarantees and benefits provided under the Contract that are not related to the separate account are subject to the claims paying ability of the Company and our general account. We are a stock life insurance company organized under the insurance laws of the State of Connecticut in 1976. Through a merger, our operations include the business of Aetna Variable Annuity Life Insurance Company (formerly known as Participating Annuity Life Insurance Company, an Arkansas life insurance company organized in 1954). Prior to January 1, 2002, the Company was known as Aetna Life Insurance and Annuity Company. From January 1, 2002, until August 31, 2014, the Company was known as ING Life Insurance and Annuity Company.

We are an indirect, wholly owned subsidiary of Voya Financial, Inc. (“Voya”), which until April 7, 2014, was known as ING U.S., Inc. In May, 2013, the common stock of Voya began trading on the New York Stock Exchange under the symbol “VOYA.”

We are engaged in the business of issuing life insurance and annuities and providing financial services in the United States. We are authorized to conduct business in all states, the District of Columbia, Guam, Puerto Rico and the Virgin Islands. Our principal executive offices are located at:

One Orange Way

Windsor, CT 06095-4774

Product Regulation. Our annuity, retirement and investment products are subject to a complex and extensive array of state and federal tax, securities, insurance and employee benefit plan laws and regulations, which are administered and enforced by a number of different governmental and self-regulatory authorities, including state insurance regulators, state securities administrators, state banking authorities, the SEC, the Financial Industry Regulatory Authority (“FINRA”), the Department of Labor (“DOL”), the IRS and the Office of the Comptroller of the Currency (“OCC”). For example, U.S. federal income tax law imposes requirements relating to insurance and annuity product design, administration and investments that are conditions for beneficial tax treatment of such products under the Tax Code. See “Federal Tax Considerations” on Page  for further discussion of some of these requirements. Additionally, state and federal securities and insurance laws impose requirements relating to insurance and annuity product design, offering and distribution and administration. Failure to administer product features in accordance with contract provisions or applicable law, or to meet any of these complex tax, securities or insurance requirements could subject us to administrative penalties imposed by a particular governmental or self-regulatory authority, unanticipated costs associated with remedying such failure or other claims, harm to our reputation, interruption of our operations or adversely impact profitability.

Charges

A Surrender Charge may apply to a full or partial Surrender. A charge for premium taxes may also be deducted.

Surrender Charge

A Surrender Charge may be deducted from the portion of the Accumulation Value being withdrawn in the following events:

• A full or partial Surrender while the applicable Surrender Charge schedule is in effect in an amount that is greater than 10% of the Contract’s Accumulation Value, as determined on the date of the first partial Surrender during the Contract Year, which we refer to as the Surrender Charge Free Amount; or

• You apply the Cash Surrender Value to an Annuity Plan while the applicable Surrender Charge schedule is in effect.

The Surrender Charge is designed to recover the costs we incur in selling the Contract if you request a full or partial Surrender that is too early. The rate of the Surrender Charge is a percentage of the Accumulation Value withdrawn. The Surrender Charge will diminish each Contract Year. The percentage imposed at the time of a Surrender depends on the number of complete years that have elapsed since the Contract Date. Surrenders will be taken from the Accumulation Value in each Strategy in the same order as allocated (last in first out (“LIFO”)) and in the same proportion as your Accumulation Value associated with the Strategy and any applicable Index relative to the total Accumulation Value. The surrender charge schedule will depend on the Contract you purchase.

Select Multi-Index 5
Full years since Contract Date	1	2	3	4	5	6+
Surrender Charge	8%	7%	6%	5%	4%	0%

Select Multi-Index 7
Full years since Contract Date	1	2	3	4	5	6	7	8+
Surrender Charge	9%	8%	7%	6%	5%	4%	3%	0%

We primarily invest in fixed income securities that correspond to the assumed duration of our contractual obligations. We generally assume a Select Multi-Index 5 Contract will be surrendered before a Select Multi-Index 7 Contract and a certain number of Contracts will be surrendered around the time the Surrender Charge schedule expires. Based on these assumptions, the Company will invest in shorter term fixed income securities for Select Multi-Index 5 Contracts and longer term fixed income securities for Select Multi-Index 7 Contracts. Fixed income securities of a longer duration tend to earn a higher rate of interest than those of a shorter duration. Therefore, if you elect the Surrender Charge schedule for the Select Multi-Index 5 Contract, we may credit a lower interest rate or index credit than if you elect the Surrender Charge schedule for the Select Multi-Index 7 Contract. The difference is not fixed and will vary based on market conditions, which we cannot predict.

No Surrender Charge applies to:

• The Surrender Charge Free Amount, which is the maximum amount you may withdraw each Contract Year without incurring a Surrender Charge (i.e., 10% of the Contract’s Accumulation Value as determined on the date of the first  partial Surrender during the Contract Year);

• The commencement of Annuity Payments that begin after the applicable Surrender Charge schedule ends;

• The portion of a Surrender in excess of the Surrender Charge Free Amount that is subject to the Required Minimum Distribution (“RMD”) rules of the Tax Code; and

• A Reallocation during the 30 days following an Allocation Anniversary (see Page ).

For Contracts issued in Florida, no Surrender Charge applies when we apply the Proceeds to an Annuity Plan on the Maturity Date (see Page ).

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

A Hospital or Nursing Home is defined as a hospital or a skilled care or intermediate care nursing facility:

• Operating as such according to applicable law; and

• At which medical treatment is available on a daily basis.

➢ A Hospital or Nursing Home does not include a rest home or other facility whose primary purpose is to provide accommodations, board or personal care services to individuals who do not need medical or nursing care.

A Qualifying Medical Professional is defined as a legally licensed practitioner of the healing arts who:

• Is acting within the scope of his or her license;

• Is not a resident of your household or that of the Annuitant; and

• Is not related to you or the Annuitant by blood or marriage.

IMPORTANT NOTE:  For Contracts issued in Pennsylvania only, a Qualifying Medical Professional cannot be a member of your or the Annuitant’s immediate family (i.e., parents, spouse, children, siblings and parental in-laws).

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

• You (or any Annuitant, if the Owner is a non-natural person) begin receiving Extended Medical Care on or after the first Contract Anniversary and receive such Extended Medical Care for at least 45 days during any continuous 60-day period; and

• Your request for a Surrender, together with satisfactory proof of such Extended Medical Care, must be provided by Notice to Us during the term of such Extended Medical Care or within 90 days after the last day that you received Extended Medical Care.

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

• You (or any Annuitant, if the Owner is a non-natural person) must first be diagnosed by a Qualifying Medical Professional as having a Terminal Condition on or after the first Contract Anniversary; and

• Your request for a Surrender, together with satisfactory proof of such Terminal Condition, must be provided by Notice to Us.

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

State	Waiver for Extended Medical Care or a Terminal Condition Variation
Massachusetts, California and Texas	The waiver of Surrender Charge for Extended Medical Care or a Terminal Condition is not available.
Pennsylvania	You (or any Annuitant, if the Owner is a non-natural person) qualify for a waiver of Surrender Charge as a result of Extended Medical Care if you begin receiving Extended Medical Care on or after the first Contract Anniversary and receive such Extended Medical Care for at least 30 consecutive days during any continuous 60-day period. For purposes of this requirement, separate periods of Extended Medical Care occurring within six months of a previous period of Extended Medical Care for the same or related condition will be considered one continuous period of Extended Medical Care.
Washington	The waiver is available for Qualified Institutional Care or a Terminal Condition. Qualified Institutional Care means care provided in a hospital, skilled or intermediate nursing home, congregate care facility, adult family home, or other facility certified or licensed by the state primarily affording diagnostic, preventative, therapeutic, rehabilitative, maintenance or person care services. Such facility provides twenty-four hour nursing services on its premises or in facilities available to the institution on a formal prearranged basis.

Overnight Charge

You may choose to have a $20 overnight charge deducted from the net amount of a Surrender you would like sent to you by overnight delivery service.

Premium Tax

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

• The premium tax is incurred by us;

• The Proceeds or Cash Surrender Value, as applicable, are applied to an Annuity Plan; or

• You take a full or partial Surrender the Contract.

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

The Annuity Contract

The Contract described in this prospectus is a modified single premium deferred annuity contract. The Contract is non-participating, which means that it will not pay dividends resulting from any of the surplus or earnings of the Company. We urge you to read the Contract because it defines your rights as an investor. The Contract consists of any attached application, amendment or Endorsements that are issued in consideration of the Initial Premium paid. The Contract provides a means for you to allocate Premium to one or more Strategies.

Owner

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

Joint Owner

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

Annuitant and Contingent Annuitant

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

You may name a Contingent Annuitant. A Contingent Annuitant is the individual who will become the Annuitant if all named Annuitants die prior to the Maturity Date.

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

• If the Owner is an individual, and the Annuitant dies before the Maturity Date, the Contingent Annuitant, if any, will become the Annuitant, if two Owners do not exist. Otherwise, the Owner will become the Annuitant if the Owner is a natural person.

• If two individual Owners exist, the youngest Owner will become the Annuitant.

• The Owner, or joint Owners, must name an individual as the Annuitant if the Owner is age 90 or older (or age 85 or older if the Contract was issued prior to January 3, 2011), as of the date of the Annuitant’s death. We require the Owner to have an insurable interest in the Annuitant. See Page .

IMPORTANT NOTE:  For Contracts issued in Minnesota, the Owner, or joint Owners, must name an individual as the Annuitant if the Owner is age 85 or older. For Contracts issued in Montana, the Owner, or joint Owners, must name an individual as the Annuitant if the Owner is age 90 or older (or age 85 or older if the Contract was issued prior to January 18, 2011).

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

Beneficiary

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

Payment of the Death Benefit to the Beneficiary:

• We pay the Death Benefit to the primary Beneficiary (unless there are Joint Owners, in which case the Death Benefit is paid to the surviving Owner(s)).

• If all primary Beneficiaries die before any Annuitant or any Owner, as applicable, we pay the Death Benefit to any Contingent Beneficiary.

• If there is a sole natural Owner and no surviving Beneficiary (or no Beneficiary is designated), we pay the Death Benefit to the Owner’s estate.

• If the Owner is not a natural person and all Beneficiaries die before the Annuitant (or no Beneficiary is designated), the Owner will be deemed to be the primary Beneficiary.

• One or more individuals may be a Beneficiary or Contingent Beneficiary.

• In the case of more than one Beneficiary, we will assume any Death Benefit is to be paid in equal shares to all surviving Beneficiaries in the same class (primary or contingent), unless you provide Notice to Us directing otherwise.

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

• The Beneficiary died at the same time as the Owner;

• The Beneficiary died within 24 hours after the Owner’s death; or

• There is insufficient evidence to determine that the Beneficiary and Owner died other than at the same time.

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

Change of Owner or Beneficiary

You may transfer ownership of a Nonqualified Contract before the Maturity Date. The new Owner’s age may not be greater than age 80, or the age of the current owner, at the time. (For Contracts issued in Minnesota, the new Owner’s age may not be greater than age 75, or the age of the current owner, at the time.) We require any new Owner to have an insurable interest in the Annuitant. See Page . You have the right to change the Beneficiary unless you have designated such person as an Irrevocable Beneficiary at any time prior to the Maturity Date. Notice to Us is required for any changes pursuant to the Contract. Any such change will take effect as of the date Notice to Us is received and not affect any payment made or action taken by us before recording the change. A change of Owner likely has tax consequences and you should consult a tax and/or legal adviser before transferring ownership.

Contract Purchase Requirements

As of October 31, 2011, we are no longer offering this Contract for sale to new purchasers.

We will issue a Contract so long as the Annuitant and the Owner (if a natural person) are age 80 or younger at the time of application. (For Contracts issued in Minnesota, we will issue a Contract so long as the Annuitant and the Owner (if a natural person) are age 75 or younger at the time of application.) An insurable interest must exist at the time we issue the Contract. In purchasing the Contract, you will represent and acknowledge that the Owner has an insurable interest in the Annuitant. We require the agent/registered representative to confirm on the application that the Owner has an insurable interest in the Annuitant. Insurable interest means the Owner has a lawful and substantial economic interest in the continued life of the Annuitant. See Page .

The minimum initial payment (which we refer to as the Initial Premium) must be at least $75,000 for Select Multi-Index 5 Contracts and at least $15,000 for Select Multi-Index 7 Contracts. We currently accept as the Initial Premium payments from multiple sources involving transfers and exchanges identified on the application and received no more than 45 days after our receipt of the application. We will hold the Fixed Rate Strategy Interest Rates (see Page ), Index Caps (see Page ) and the Minimum Guaranteed Strategy Value Rates (see Page ) during this time and issue the Contract with the higher current rates.

Except for Contracts issued in Florida, we accept Additional Premium, subject to our right in the Contract to limit or refuse to accept Additional Premium. For Contracts issued in Florida, we accept Additional Premium subject to our right in the Contract not to accept Additional Premium above $100,000.

Each Additional Premium must be at least $5,000. We currently accept Additional Premium up to 90 days after the first Contract Anniversary, but only when you notify us that Additional Premium will be coming before the end of the first Contract Year. Otherwise, we will only accept Additional Premium through the end of the first Contract Year. The Allocation Date for each Additional Premium will be the date that such Additional Premium is allocated to a Strategy. Allocation Anniversaries will be calculated accordingly.

On Premiums of $75,000 or more (including Additional Premiums), we may offer higher Index Caps on the Point-to-Point Cap Index Strategy. There is no minimum allocation requirement per Strategy. Under certain circumstances, we may waive the minimum payment requirement.

If your Premium payment was transmitted by wire order from your agent/registered representative (broker-dealer), we will follow one of the following two procedures after we receive and accept the wire order and investment instructions. Which procedure depends on whether your state or agent/registered representative (broker-dealer) requires a paper application to issue the Contract.

• If an application is required, we will issue the Contract along with a Contract acknowledgement and delivery statement, but we reserve the right to void the Contract if we are not in receipt of a properly completed application within 5 days of receiving the Initial Premium. We will refund the Accumulation Value plus any charges we deducted, and the Contract will be voided. We will return the Premium when required; or

• When an application is not required, we will issue the Contract along with a Contract acknowledgement and delivery statement. We require you to execute and return the Contract acknowledgement and delivery statement. Until you do, we will require a signature guarantee, or notarized signature, on certain transactions prior to processing.

Our prior approval is required for Premiums that would cause the premiums of all annuities you maintain with us to exceed $1,000,000 ($100,000 for Contracts issued in Florida).

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

Availability of the Contract

The Contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement or other long-term purposes. The tax-deferred feature is more attractive to people in high federal and state tax brackets. You should not buy this Contract if:

• You are looking for a short-term investment;

• You cannot risk getting back an amount less than your initial investment; or

• Your assets are in a plan that already provides for tax-deferral and you can identify no other benefits in purchasing this Contract.

When considering an investment in the Contract, you should consult with your investment professional about your financial goals, investment time horizon and risk tolerance.

Replacing an existing insurance contract with this Contract may not be beneficial to you. Before purchasing the Contract, you should determine whether your existing contract will be subject to any fees or penalties upon termination of such contract. You should also compare the fees and charges, coverage provisions and limitations, if any, of your existing contract to this Contract.

Individual Retirement Accounts, or IRAs, and other qualified plans already have the tax-deferral feature found in this Contract. For an additional cost, the Contract provides other features and benefits, which other plans may not provide. You should not purchase a qualified Contract unless you want these other features and benefits, taking into account their cost. See Page .

Crediting of Premium Payments

We will process your Initial Premium within two Business Days of receipt and allocate it according to the instructions you specify, so long as the application and all information necessary for processing the Contract is complete. We will process Additional Premium payments within one Business Day if we receive all information necessary.

In the event that your application is incomplete for any reason, we are permitted to retain your Initial Premium for up to five Business Days while attempting to complete it. If the application cannot be completed during this time, we will inform you of the reasons for the delay. We will also return the Initial Premium promptly. Once you complete the application, we will process your Initial Premium within two Business Days and allocate it according to your instructions. On Additional Premium, we will ask about any missing information. Additional Premium will be allocated in the same proportion as the payment of Initial Premium, unless you specify otherwise.

Strategy Election and Reallocations

You elect the Strategy or Strategies and Indexes to allocate your Premium, as applicable. You may reallocate to another available Strategy or Index without penalty, or continue in the same Strategy, during the 30 days following each Allocation Anniversary. Reallocations are taken on a LIFO basis. Your request for Reallocation will be effective on the Allocation Anniversary. No Surrender Charge applies.

We may cease to accept Additional Premiums to an Index at any time in our sole discretion. We may also cease to accept Reallocations to an Index (when you reallocate from one Index to another), or cease to permit Accumulation Value from continuing to be applied to an Index at the applicable Allocation Anniversary. We may eliminate or substitute an Index under the following conditions:

• The Index is discontinued by its sponsor;

• The composition of the Index is substantially changed;

• Our agreement with the Index sponsor is terminated (see Page ); or

• We determine that conditions on the capital markets do not permit us to effectively establish reasonable Index Caps applicable to the Point-to-Point Cap Index Strategy. See Page .

We will not eliminate an Index before the Allocation Anniversary of any and all your Allocations or Reallocations to the Index. In other words, we will not eliminate an Index to which Premium, any Additional Premiums or Accumulation Value is allocated until the end of the Indexing Period. Rather, in determining to eliminate an Index, we will cease accepting Additional Premiums or Reallocations to an Index, or cease to permit Accumulation Value from continuing to be applied to any specific Index at the applicable Allocation Anniversary, until you no longer have any Allocations or Reallocations to the Index, at which time the Index will be eliminated. We will notify you in writing at least 30 days in advance of making this determination. During the 30 days following each Allocation Anniversary, you may reallocate Accumulation Value in the Index to be eliminated that corresponds to the relevant Allocation Anniversary to another available Strategy or Index without Penalty. If we do not receive direction from you within the 30-day period, we will reallocate such Accumulation Value to the Fixed Rate Strategy, where it will remain allocated until the next Allocation Anniversary.

We will substitute an Index only in the event that the Index is discontinued by its sponsor, or the circumstances under which our agreement with the sponsor do not allow sufficient time for us to eliminate the Index. If we need to substitute an Index before your Allocation Anniversary, we will designate an index that is comparable, which means the designated substitute Index would have a similar composition of underlying securities, sufficient liquidity for hedging and recognition in the marketplace. For example, an index that is comparable to the S&P 500^®Index will have stocks of large, publicly held domestic companies. Also, we will designate a substitute Index that has similar performance. We will calculate the Index Credit using the performance of the designated substitute Index. The Index Credit will reflect the Index Change of the designated substitute Index over the Indexing Period, but still subject to the same Index Cap that we declared at the beginning of the Indexing Period. We use the Index Change of the designated substitute Index to calculate the Index Credit because the Index Number of the designated substitute Index as of the start of the Indexing Period may not be the same as the Index Number of the discontinued Index:

	Index Number as of Start of Index Period	Index Number as of End of Index Period	Index Change	Index Cap	Index Credit
Discontinued Index	1,500	N/A	N/A	7%	N/A
Substitute Index	2,215	2,268	2.39%	7%	2.39%

It is possible that the Index Credit attributable to the designated substitute Index may not be as great as the Index Credit you might have been anticipating based on the discontinued Index (had the index sponsor not discontinued the Index). Substituting an Index will not affect the minimum guarantees for the Strategy. See Page .

Otherwise, any Additional Premiums accepted or Reallocations continued to be applied to an Index or Strategy are subject to the terms and conditions in existence for such Strategy and Index available at that time, including Fixed Interest Rates, and the Index Caps on the Point-to-Point Cap Index Strategy, which may differ from those applicable to previous Allocations or Reallocations.

The Contract will have at least one Index available at all times. We reserve the right to add Indexes, subject to approval by the insurance supervisory official in the jurisdiction in which the Contract is issued.

Accumulation Value

There is a separate Accumulation Value and Allocation Date for EACH allocation of Premium to a Strategy and associated Index. On the Contract Date, the Accumulation Value equals the Initial Premium paid less a premium tax, if applicable. At any time after the Contract Date, the Accumulation Value equals the sum of the Accumulation Value for each allocation of Premium and Reallocation to a Strategy and associated Index, where applicable, as determined below.

Accumulation Value for the Fixed Rate Strategy:

On Each Allocation Date

On Each Allocation Anniversary

The Accumulation Value equals: •The amount of each Premium allocated to the Fixed Rate Strategy; minus •Any applicable premium tax; plus •The amount of each Reallocation allocated to the Fixed Rate Strategy, if any.

The Accumulation Value associated with EACH Premium or Reallocation to the Fixed Rate Strategy equals: •The Accumulation Value of the Premium or Reallocation on the last Allocation Anniversary; minus •Any Reallocations out of the Accumulation Value of the Premium or Reallocation, as applicable, allocated to the Fixed Rate Strategy since the last Allocation Anniversary; minus •Any adjustments for partial Surrenders of the Premium or Reallocation, as applicable, allocated to the Fixed Rate Strategy since the last Allocation Anniversary; plus •Interest credited daily at the Fixed Interest Rate Strategy Interest Rate.

Accumulation Value for the Point-to-Point Cap Index Strategy:

On Each Allocation Date	On Each Allocation Anniversary	On Any Other Date during The Applicable Allocation Year
The Accumulation Value equals: •The amount of each Premium allocated to the Point-to-Point Cap Index Strategy; minus •Any applicable premium tax; plus •The amount of each Reallocation allocated to the Point-to-Point Cap Index Strategy, if any.	The Accumulation Value associated with EACH Premium or Reallocation to the Point-to-Point Cap Index Strategy equals: •The Accumulation Value of the Premium or Reallocation allocated to an Index on the last Allocation Anniversary; minus •Any Reallocations out of the Accumulation Value of the Premium or Reallocation, as applicable, allocated to an Index since the last Allocation Anniversary; minus •Any adjustments for partial Surrenders of the Premium or Reallocation, as applicable, allocated to an Index since the last Allocation Anniversary; plus •The result multiplied by (1 + the applicable Index Credit) (see Page 19).	The Accumulation Value associated with EACH Premium or Reallocation to the Point-to-Point Cap Index Strategy equals: •The Accumulation Value of the Premium or Reallocation allocated to an Index on the last Allocation Anniversary; minus •Any Reallocations out of the Accumulation Value of the Premium or Reallocation, as applicable, allocated to an Index since the last Allocation Anniversary; minus •Any adjustments for partial Surrenders of the Premium or Reallocation, as applicable, allocated to an Index since the last Allocation Anniversary.

Although interest is credited daily on Accumulation Value in the Fixed Rate Strategy, there are no partial Index Credits for allocations to the Point-to-Point Cap Index Strategy.

Minimum Guaranteed Contract Value

Each Strategy under the Contract has a Minimum Guaranteed Contract Value. The Minimum Guaranteed Contract Value is used in the calculation of the Cash Surrender Value and the Proceeds under the Contract for payment of the Death Benefit or to apply to an Annuity Plan, as applicable.

The Minimum Guaranteed Contract Value equals the greater of (1) and (2), where:

(1) Is the sum of the Minimum Guaranteed Strategy Value of each Strategy; or

(2) Is 100% of the Premium; less

• Any applicable premium taxes; less

• Any Surrenders of Accumulation Value; plus

• Interest credited and compounded daily in a manner to yield the annual rate of 1%; less

• Any Surrender Charges.

The Minimum Guaranteed Strategy Value of each Strategy equals:

• 87.5% (90% for contracts issued in New Jersey) of the portion of the Premium allocated to the Strategy, less premium taxes, if applicable; plus

• Reallocations into that Strategy; minus

• Reallocations and Surrenders taken from Accumulation Value in that Strategy; plus

• Interest credited and compounded daily in a manner to yield the applicable Minimum Guaranteed Strategy Value Rate.

The Minimum Guaranteed Strategy Value Rate is an annual rate that is set on the Contract Date, and is subject to reset beginning on and after the Contract Anniversary following the Guarantee Period. For Select Multi-Index 5 Contracts, the Guarantee Period begins on the Contract Date and lasts the first five Contract Years. For Select Multi-Index 7 Contracts, the Guarantee Period begins on the Contract Date and lasts the first seven Contract Years. The Minimum Guaranteed Strategy Value Rate will not change during the Guarantee Period. We refer to the Minimum Guaranteed Strategy Value Rate as the Initial Minimum Guaranteed Strategy Value Rate during the Guarantee Period. The Initial Minimum Guaranteed Strategy Value Rate is indicated on the schedule page of the Contract.

After the Guarantee Period (i.e., the fifth and seventhContract Anniversary for Select Multi-Index 5 and Select Multi-Index 7 Contracts, respectively), the Minimum Guaranteed Strategy Value Rate for each Strategy will be set equal to the average of the five-year Constant Maturity Treasury Rate for each day that is reported by the Federal Reserve during the month of October in the calendar year preceding the calendar year of the Contract Anniversary of the Guaranteed Period for your Contract, less 1.25% for the Fixed Rate Strategy and less 2.25% for the Point-to-Point Cap Index Strategy – rounded to the nearest 0.05%. The Minimum Guaranteed Strategy Value Rate is guaranteed never to be less than 1% or greater than 3%.

We do not have a specific formula for establishing the Initial Minimum Guaranteed Strategy Value Rate. The Initial Minimum Guaranteed Strategy Value Rate for new issues of the Contract is established at our discretion and is subject to change periodically, currently quarterly. We may be influenced by the interest rates on the fixed income investments we use to support our guarantees (in which you have no direct interest). We will also consider other factors, including regulatory and tax requirements, sales commissions and administrative expenses borne by us, general economic trends and competitive factors. We cannot predict the level of this rate in the future.

Minimum Guaranteed Contract Value Examples

The following examples show how we calculate the Minimum Guaranteed Contract Value, using the formula indicated above, on Premium of $200,000:  $100,000 is allocated to the Fixed Rate Strategy; and $100,000 is allocated to the Point-to-Point Cap Index Strategy.

Also, these examples show the correlation between and among the Minimum Guaranteed Contract Value, the Accumulation Value allocated to the Fixed Rate Strategy and the Accumulation Value allocated to the Point-to-Point Cap Index Strategy. For the Accumulation Value allocated to the Point-to-Point Cap Index Strategy, these examples use the same assumptions as the Index Credit Examples. See Page .

Illustrative Example #1

For purposes of this example, we assume no Reallocations or Surrenders before the Allocation Anniversary. Also:

Assumptions	Fixed Rate Strategy	Point-to-Point Cap Index Strategy
Fixed Rate Strategy Interest Rate	2.5%	N/A
Minimum Guaranteed Strategy Value Rate	3.0%	2.0%
Index Credit	N/A	7.0%
Surrender Charge (see Page )	9%
Surrender Charge Free Amount (see Page )	$20,950

Step One is to determine the Accumulation Value. The Accumulation Value of the Fixed Rate Strategy: $100,000 + (100,000 x 0.025) = $102,500. The Accumulation Value of the Point-to-Point Cap Index Strategy (see Page ):  $100,000 + (100,000 x 0.07) = $107,000. Thus, the combined Accumulation Value is $209,500.

Step Two is to determine the Minimum Guaranteed Strategy Value. The Minimum Guaranteed Strategy Value of the Fixed Rate Strategy: $100,000 x 87.5% + $100,000 x 87.5% x 0.03 = $90,125. The Minimum Guaranteed Strategy Value of the Point-to-Point Cap Index Strategy: $100,000 x 87.5% + $100,000 x 87.5% x 0.02 = $89,250.

Step Three is to determine the Minimum Guaranteed Contract Value, where (1) above is: $90,125 + $89,250 = $179,375 and (2) above is: $200,000 + $200,000 x 0.01 – ($200,000 + $200,000 x 0.01 - $20,950) x 0.09 = $187,705.50.

Thus, the Minimum Guaranteed Contract Value is $187,705.50.

Illustrative Example #2

For purposes of this example, we assume no Reallocations or Surrenders before the Allocation Anniversary. Also:

Assumptions	Fixed Rate Strategy	Point-to-Point Cap Index Strategy
Fixed Rate Strategy Interest Rate	2.5%	N/A
Minimum Guaranteed Strategy Value Rate	3.0%	2.0%
Index Credit	N/A	0.0%
Surrender Charge (see Page )	9%
Surrender Charge Free Amount (see Page )	$20,250

Step One is to determine the Accumulation Value. The Accumulation Value of the Fixed Rate Strategy: $100,000 + (100,000 x 0.025) = $102,500. The Accumulation Value of the Point-to-Point Cap Index Strategy (see Page ):  $100,000 + (100,000 x 0.00) = $100,000. Thus, the combined Accumulation Value is $202,500.

Step Two is to determine the Minimum Guaranteed Strategy Value. The Minimum Guaranteed Strategy Value of the Fixed Rate Strategy: $100,000 x 87.5% + 100,000 x 87.5% x 0.03 = $90,125. The Minimum Guaranteed Strategy Value of the Point-to-Point Cap Index Strategy: $100,000 x 87.5% + $100,000 x 87.5% x 0.02 = $89,250.

Step Three is to determine the Minimum Guaranteed Contract Value, where (1) above is: $90,125 + $89,250 = $179,375 and (2) above is: $200,000 + $200,000 x 0.01 – ($200,000 + $200,000 x 0.01 - $20,250) x 0.09 = $185,642.50.

Thus the Minimum Guaranteed Contract Value is $185,642.50.

Administrative Procedures

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

Other Contracts

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

The Strategies

You may allocate to one or more Strategies using one or more Indexes. We offer two Strategies: the Fixed Rate Strategy and the Point-to-Point Cap Index Strategy. Each of these Strategies is described below. For more information about the Indexes currently available for the Point-to-Point Cap Index Strategy, see Page . Although the Contract guarantees the availability of the Fixed Rate Strategy and the Point-to-Point Cap Index Strategy, there is no guarantee that the same or similar Indexes will always be available under the Point-to-Point Cap Index Strategy. We reserve the right to add Indexes, subject to supervisory official approval, or to cease offering a specific Index or accepting Premiums therefore, or Reallocations thereto, at any time. The Contract will have at least one Index available at all times.

Fixed Rate Strategy

You may elect to allocate any portion of Premiums, or reallocate Accumulation Value, to the Fixed Rate Strategy. The Fixed Rate Strategy credits interest from each Allocation Date until the date that is one year thereafter at a fixed rate that is guaranteed never to be less than 1% (which we refer to as the Fixed Rate Strategy Minimum Guaranteed Interest Rate). We declare the Fixed Rate Strategy Interest Rate in advance at our sole discretion, subject to the Fixed Rate Strategy Minimum Guaranteed Interest Rate.

We do not have a specific formula for establishing the Fixed Rate Strategy Interest Rate. To find out the Fixed Rate Strategy Interest Rate we currently offer, please ask your registered representative or contact Customer Service. In establishing the Fixed Rate Strategy Interest Rate, we may take into consideration the interest rate on the fixed income investments we use to support our guarantees (in which you have no direct or indirect interest). We may also consider other factors, including regulatory and tax requirements, sales commissions and administrative expenses borne by us, general economic trends and competitive factors. We cannot predict the level of future interest rates.

We may from time to time offer interest rate specials for new Premiums that are higher than the current interest rate on Reallocations.

In the case of a Surrender, interest will be credited on the portion of the Fixed Rate Strategy’s Accumulation Value surrendered up to the date of the Surrender.

Point-to-Point Cap Index Strategy

You may elect to allocate any portion of Premiums, or reallocate Accumulation Value, to the Point-to-Point Cap Index Strategy. The Point-to-Point Cap Index Strategy may grow the value of the Contract through credits that depend on the performance of a given Index.

Index Credits under the Point-to-Point Cap Index Strategy are calculated as a percentage of the change in the applicable Index during the Indexing Period (which percentage change we refer to as the Index Change), subject to the Index Cap – (i)/(ii)-1 where:

(i) Is the value of the Index (which we refer to as the Index Number) as of the end of the Indexing Period; and

(ii) Is the Index Number as of the start of the Indexing Period.

We convert the decimal to the equivalent percentage, and the Index Credit equals the lesser of the Index Cap or Index Change.

The Indexing Period is the period over which the Index Credit is calculated and Index Cap is guaranteed. Each allocation of Premium and Reallocation of Accumulation Value has its own separate Indexing Period. The Indexing Period begins on the Allocation Date for such Premium or Reallocation of Accumulation Value and ends on the day before the following Allocation Anniversary. Subsequent Indexing Periods begin on the Allocation Anniversary and end of the day before the next Allocation Anniversary.

The Index Cap is the maximum Index Credit that may be applied to the associated Accumulation Value at the end of the Indexing Period. The Index Cap is a declared factor and is set by us in our sole discretion. The initial Index Cap is set forth on the Contract’s schedule page. The Index Cap is guaranteed never to be less than 2%. On each subsequent Allocation Anniversary, we will declare a new Index Cap that is guaranteed for one year for such associated Accumulation Value. Subsequent Index Caps may be higher or lower than the initial Index Cap, but will not be lower than 2%. The Index Cap may vary by Index.

While we have no specific formula for determining the Index Cap, we may consider various factors, such as the yields available on the fixed income securities we use to support our guarantees under the Contract. An increase in the yields could have a corresponding impact on the Index Caps and vice versa. The Index Caps could be similarly impacted by the costs to hedge these investments using derivatives, for example, options and futures contracts. Also, we may consider the level of compensation we pay for the promotion and sale of the Contract and our administrative expenses, in addition to regulatory and tax requirements, and general economic trends and competitive factors.

If the performance of the applicable Index is at or below 0% for any Indexing Period, the Accumulation Value in the Point-to-Point Cap Index Strategy will be credited with an Index Credit of 0%. Therefore, you are assuming the risk that your allocations (including any subsequent Reallocations) will produce no return. Please note that there are no partial Index Credits. Surrenders do not participate in any Index Credits for the Allocation Year in which they are taken.

Index Credit Examples

The following examples show how we calculate the Index Credit, using the formula indicated above, on $100,000 of Premium allocated to the Point-to-Point Cap Index Strategy.

Illustrative Example #1 – Positive Index Performance

For purposes of this example: (ii) is the Index Number as of the start of the Index Period, which is 1,000; (i) is the Index Number as of the end of the Index Period, which is 1,085; and the Index Cap is 7%.

Step One is to determine the Index Change: 1,085/1,000 - 1 = 0.085, which, when converted to the equivalent percentage is 8.5%.

Step Two is to compare the Index Change to the Index Cap. The Index Credit is the lesser of the Index Cap or the Index Change. In this example, the Index Credit is 7%.

Step Three is to add the Accumulation Value to the amount resulting from multiplying the Index Credit by the Premium allocated to the Point-to-Point Cap Index Strategy: $100,000 + (100,000 x 0.07) = $107,000.

Thus, on the Allocation Anniversary, the Accumulation Value is $107,000.

Illustrative Example #2 – Negative Index Performance

For purposes of this example: (ii) is the Index Number as of the start of the Index Period, which is 1,000; (i) is the Index Number as of the end of the Index Period, which is 900; and the Index Cap is 7%.

Step One is to determine the Index Change: 900/1,000 - 1 = (0.1), which, when converted to the equivalent percentage is (10.0%).

Step Two is to compare the Index Change to the Index Cap. The Index Credit is the lesser of the Index Cap or the Index Change. In this example, since the performance of the Index is below 0% (i.e., (10.0%)), the Index Credit is 0%.

Step Three is to add the Accumulation Value to the amount resulting from multiplying the Index Credit by the Premium allocated to the Point-to-Point Cap Index Strategy: $100,000 + (100,000 x 0%) = $100,000.

Thus, on the Allocation Anniversary, despite the negative performance of the Index during the Indexing Period, the Accumulation Value remains $100,000.

IMPORTANT NOTE: See Page  for examples that illustrate the correlation between the Minimum Guaranteed Contract Value and the Accumulation Value allocated to the Point-to-Point Cap Index Strategy, as well as to the Fixed Rate Strategy. These examples use the above assumptions for the Accumulation Value allocated to the Point-to-Point Cap Index Strategy.

The Indexes

Four Indexes are currently available under the Point-to-Point Cap Index Strategy. We may add an Index as we deem appropriate. Alternatively, we may cease to accept Additional Premiums to an Index at any time in our sole discretion. We may also cease to accept Reallocations to an Index (when you reallocate from one Index to another, or cease to permit Accumulation Value from continuing to be applied to an Index at the applicable Allocation Anniversary. The Contract will have at least one Index available at all times. See Pages and .

We have permission to offer the Indexes described below pursuant to a license agreement with each sponsor. These license agreements have terms lasting one year that renew automatically without prior written notice of at least 30 days. Either party may affirmatively terminate the license agreement upon a material breach, generally with prior notice of at least 30 days and after an opportunity for the breaching party to remedy the breach. The sponsor, and in some cases, the Company, may also terminate the license agreement with prior notice of at least 60 days due to possible reputational harm. The sponsor may likewise terminate the license agreement if the sponsor’s ability to make the Index available to us is deemed materially impaired, as a consequence of: legislative or regulatory changes; material litigation or a regulatory proceeding (threatened or already commenced); or a court order. In some cases, the sponsor may terminate the license agreement immediately: if we materially breach certain terms of the license agreement and are unable to remedy the breach; we are adjudicated bankrupt; we make a general assignment for the benefit of our creditors; or we decide to cease business and/or liquidate.

In the event that the sponsor decides to discontinue the Index, the licensing agreements require either that the sponsor provide prior written notice of at least 90 days, or that the sponsor use all reasonable efforts to provide us with as much prior notice as is reasonable under the circumstances.

S&P MidCap 400^®

The S&P MidCap 400^® seeks to track the performance of mid-cap U.S. equities, representing more than 7% of available U.S. market cap. The S&P MidCap 400^® is designed to measure the performance of 400 mid-sized companies in the U.S., reflecting this market segment’s distinctive risk and return characteristics. Mid-cap exposure generally captures a phase in the typical corporate life cycle in which firms have successfully navigated the challenges specific to small companies, such as raising initial capital and managing early growth. At the same time, mid-caps tend to be quite dynamic and not so large that continued growth is unattainable. As a result, the mid-cap segment may offer aspects of the markets not covered by the large- and small-cap worlds.

The S&P MidCap 400^® is part of a series of S&P Dow Jones U.S. equity indices that can be used as mutually exclusive building blocks; the index does not overlap holdings with the S&P 500^® or S&P SmallCap 600^®.

S&P 500^®

The S&P 500^® is widely regarded as the best single gauge of large cap U.S. equities. There is over USD 5.14 trillion benchmarked to the index, with index assets comprising approximately USD 1.6 trillion of this total. The index includes 500 leading companies and captures approximately 80% coverage of available market capitalization.

Created in 1957, the S&P 500^® was the first U.S. market-cap-weighted stock market index. Today, it’s the basis of many listed and over-the-counter investment instruments. This world-renowned index includes 500 of the top companies in leading industries of the U.S. economy. Focusing on the large-cap segment of the market, the S&P 500^® covers approximately 80% of available U.S. market cap.

The S&P 500^® is part of a series of S&P Dow Jones U.S. equity indices that can be used as mutually exclusive building blocks; the index does not overlap holdings with the S&P MidCap 400^® or S&P SmallCap 600^®. Together, they constitute the S&P Composite 1500^®.

EURO STOXX 50^®

The EURO STOXX 50^® Index, Europe's leading Blue-chip index for the Eurozone, provides a Blue-chip representation of supersector leaders in the Eurozone. The index covers 50 stocks from 12 Eurozone countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. The EURO STOXX 50^® Index is licensed to financial institutions to serve as underlying for a wide range of investment products such as Exchange Traded Funds (ETF), Futures and Options, and structured products worldwide.

Further derived are the following single country indices: the EURO STOXX 50^® Subindex France, the EURO STOXX 50^® Subindex Italy and the EURO STOXX 50^® Subindex Spain, covering components from France, Italy and Spain respectively.

Russell 2000^®

The Russell 2000^® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000^® Index is a subset of the Russell 3000^® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000 is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set.

Index Sponsors

Standard & Poor’s.Standard & Poor’s sponsors the S&P MidCap 400 Index and S&P 500 Index. The Contracts are not sponsored, endorsed, sold or promoted by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”). S&P makes no representation or warranty, express or implied, to the Owners of the Contracts or any member of the public regarding the advisability of investing in securities generally or in the Contracts particularly or the ability of the S&P 500 Index or the S&P MidCap 400 Index to track general stock market performance. S&P’s only relationship to the Licensee is S&P’s grant of permission to the Licensee to use the S&P 500 Index or the S&P MidCap 400 Index, which are determined, composed and calculated by S&P without regard to the Licensee or the Contracts. S&P has no obligation to take the needs of the Licensee or the Owners of the Contracts into consideration in determining, composing or calculating the S&P 500 Index or the S&P MidCap 400 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Contracts or the timing of the issuance or sale of the Contracts or in the determination or calculation of the equation by which the Contracts are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing of the Contracts.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE CONTRACTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED THERE. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

STOXX. STOXX and its licensors sponsor the EURO STOXX 50^® Index. STOXX and its licensors have no relationship to the Company, other than the licensing of EURO STOXX 50^® and the related trademarks for use in connection with the Contracts.

STOXX and its Licensors do not:

• Sponsor, endorse, sell or promote the Contracts;

• Recommend that any person invest in the Contracts or any other securities;

• Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Contracts;

• Have any responsibility or liability for the administration, management or marketing of the Contracts; or

• Consider the needs of the Contracts or the Owners of the Contracts in determining, composing or calculating the EURO STOXX 50^® or have any obligation to do so.

STOXX and its licensors will not have any liability in connection with the Contracts. Specifically,

•STOXX and its licensors do not make any warranty, express or implied and disclaim any and all warranty about:

>The results to be obtained by the Contracts, the Owner of the Contracts or any other person in connection with the use of the EURO STOXX 50^® Index and the data included in the EURO STOXX 50^® Index;

>The accuracy or completeness of the EURO STOXX 50^® and its data; and

>The merchantability and fitness for a particular purpose or use of the EURO STOXX 50^® and its data.

•STOXX and its licensors will have no liability for any errors, omissions or interruptions in the EURO STOXX 50^® or its data; and

•Under no circumstances will STOXX or its licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its licensors knows that they might occur.

The licensing agreement between the Company and STOXX is solely for their benefit and not for the benefit of the Owners of the Contracts or any other third parties.

Frank Russell Company. The Contracts are not sponsored, endorsed, sold or promoted by Frank Russell Company (“Russell”). Russell makes no representation or warranty, express or implied, to the owners of the Contracts or any member of the public regarding the advisability of investing in securities generally or in the Contracts particularly or the ability of the Russell 2000^® Index to track general stock market performance or a segment of the same. Russell's publication of the Russell 2000^® Index in no way suggests or implies an opinion by Russell as to the advisability of investment in any or all of the securities upon which Russell 2000® Index is based. Russell's only relationship to the Company is the licensing of certain trademarks and trade names of Russell and of the Russell 2000^® Index, which is determined, composed and calculated by Russell without regard to the Company or the Contracts. Russell is not responsible for and has not reviewed the Contracts nor any associated literature or publications and Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell 2000^® Index. Russell has no obligation or liability in connection with the administration, marketing or trading of the Contracts.

RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RUSSELL 2000^® INDEX OR ANY DATA INCLUDED THEREIN AND RUSSELL SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY, INVESTORS, OWNERS OF THE CONTRACTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RUSSELL 2000^® INDEX OR ANY DATA INCLUDED THEREIN. RUSSELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RUSSELL 2000^® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL RUSSELL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

The Russell 2000^® Index is a trademark of Russell Investments and has been licensed for use by the Company.

Surrenders

Except under certain qualified Contracts, you may take a full or partial Surrender of the Contract at any time before the earlier of:

• The date on which Annuity Payments begin; or

• The death of the Owner (or, if the Owner is not a natural person, the death of the Annuitant).

A Surrender before the Owner or Annuitant, as applicable, reaches age 59½ may be subject to a federal income tax penalty equal to 10% of the amount of such Surrender treated as income, for which you would be responsible. See Page  for a general discussion of the federal income tax treatment of the Contract, which discussion is not intended to be tax advice. You should consult a tax and/or legal adviser for advice about the effect of federal income tax laws, state laws or any other tax laws affecting the Contract, or any transaction involving the Contract.

Cash Surrender Value

Upon a full Surrender of the Contract, you will receive the full cash value of the Contract (which amount we refer to as the Cash Surrender Value). The Cash Surrender Value will equal the greater of:

• The Minimum Guaranteed Contract Value (see Page ); or

• The Accumulation Value less any Surrender Charge (see Pages and ).

To Surrender the Contract fully, you must provide Notice to Us of such Surrender. If we receive your Notice to Us before the close of business on any Business Day, we will determine the Cash Surrender Value at the close of business on such Business Day; otherwise, we will determine the Cash Surrender Value as of the close of the next Business Day. We will generally pay the Cash Surrender Value within seven days of receipt of Notice to Us of such Surrender. See Page  for a description of limited situations, may cause us to temporarily suspend payments.

After the first Contract Year, you may apply the Cash Surrender Value to an Annuity Plan at any time before the Maturity Date. See Page .

Partial Surrender

You may withdraw a portion of the Accumulation Value from the Contract (which we refer to as a partial Surrender). Partial Surrenders will be taken on a LIFO basis in the same proportion as the Accumulation Value associated with each Strategy and any applicable Index relative to the total Accumulation Value. Surrenders do not participate in any Index Credits for the Allocation Year in which they are taken. See Page .

To make a partial Surrender, you must provide Notice to Us of such partial Surrender. If we receive your Notice to Us before the close of business on any Business Day, we will determine the amount of the Accumulation Value at the close of business on such Business Day; otherwise, we will determine the amount of the Accumulation Value as of the close of the next Business Day. A partial Surrender may be subject to a Surrender Charge.

We currently offer the following partial Surrender options:

• Regular Surrenders; and

• Systematic Surrenders.

Regular Surrenders

After your Right to Examine and Return this Contract has expired (see Page ), you may take one or more regular Surrenders. Each such regular Surrender must be a minimum of the lesser of:

• $1,000;

• An amount equal to 10% of the Accumulation Value minus any Surrenders already taken during the Contract Year (as determined on the date of such Surrender(s)), which we refer to as the Surrender Charge Free Amount (see Page ); and

• The minimum distribution amount required by the Tax Code.

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

Systematic Surrenders

You may choose to receive automatic systematic Surrender payments from the Accumulation Value, provided you are not making IRA Surrenders (see “Surrenders from Individual Retirement Annuities” below). You may take systematic Surrenders monthly, quarterly or annually. Systematic Surrenders will incur Surrender Charges, unless you limit the amount of your systematic Surrenders to the maximum amount available for Surrender in a Contract Year without incurring Surrender Charges. There is no additional charge for electing the systematic Surrender option. Only one systematic Surrender option may be elected at a time. You may begin a systematic Surrender in a Contract Year in which a regular Surrender has been, or will be, made.

If you are eligible for systematic Surrenders, you must provide Notice to Us of the date on which you would like such systematic Surrenders to start. This date must be at no earlier than 30 days after the Contract Date and no later than the 28^th day of any calendar month. For a day that is after the 28^th day of any calendar month, the payment will be made on the first Business Day of the next succeeding calendar month. Subject to these restrictions on timing, if you have not indicated a start date, your systematic Surrenders will begin on the first Business Day following the Contract Date (or the monthly or quarterly anniversary thereof), and the systematic Surrenders will be made at the frequency you have selected. If the day on which a systematic Surrender is scheduled is not a Business Day, the payment will be made on the next succeeding Business Day.

You may express the amount of your systematic Surrender as either:

• A fixed dollar amount; or

• An amount that is a percentage of the Accumulation Value.

The amount of each systematic Surrender must be a minimum of $100. If your systematic Surrender is a fixed dollar amount of less than $100 on any systematic Surrender date, we will automatically and immediately terminate your systematic Surrender election. Fixed dollar systematic Surrenders that are intended to satisfy the requirements of Section 72(q) or 72(t) of the Tax Code may exceed the maximum amount available for Surrender in a Contract Year without incurring Surrender Charges. However, such Surrenders will incur Surrender Charges on any amount in excess of such applicable maximum amount.

Systematic Surrenders of an amount based on a percentage of the Accumulation Value are subject to the applicable maximum percentage of Accumulation Value as shown below, which is used to calculate the amount of Surrender on the date of each systematic Surrender:

Frequency of Systematic Surrenders	Maximum Percentage of Accumulation Value
Monthly	0.83%
Quarterly	2.50%
Annually	10.00%

If your systematic Surrender of an amount that is a percentage of the Accumulation Value would be less than $100, we will automatically increase the amount to $100, provided it does not exceed the applicable maximum percentage of Accumulation Value and you have elected not to incur Surrender Charges. Otherwise, we will only pay the portion that would not incur Surrender Charges and then automatically and immediately terminate your systematic Surrender election.

You may change the fixed dollar amount, or percentage of Accumulation Value, of your systematic Surrender once each Contract Year, except in a Contract Year during which you have previously made a regular Surrender. You may cancel the systematic Surrender option at any time by providing Notice to Us at least seven days before the date of the next scheduled systematic Surrender. For systematic Surrenders based on a fixed dollar amount, we will not adjust the systematic Surrender payments to account for any Additional Premium received from you. For systematic Surrenders based on a percentage of your Accumulation Value, however, we will automatically incorporate into the systematic Surrender calculation any Additional Premiums received from you.

Surrender Charges on Systematic Surrenders

Systematic Surrenders will incur Surrender Charges, unless you elect to limit the amount of your systematic Surrenders to the maximum amount available for Surrender in a Contract Year without incurring Surrender Charges. In the event that a systematic Surrender incurs a Surrender Charge, we will apply the Surrender Charge to the Accumulation Value.

Surrenders from Individual Retirement Annuities

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

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

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

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

Death Benefit

Death Benefit prior to the Maturity Date

The Contract provides for a Death Benefit equal to the greater of the Minimum Guaranteed Contract Value (see Page ) and the Accumulation Value (see Page ) (which we refer to as the Proceeds). The Proceeds are calculated as of the date of death of any Owner (or, if the Owner is not a natural person, upon any Annuitant’s death) and payable upon:

• Our receipt of satisfactory proof of death; and

• Our receipt of all required claim forms.

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

• A certified copy of a death certificate;

• A certified copy of a statement of death from an attending physician;

• A finding of a court of competent jurisdiction as to the cause of death; or

• Any other proof that we deem in our sole discretion to be satisfactory to us.

From the date of death until the Proceeds are paid, we will credit the Proceeds with interest at the greater of:

• The effective annual interest rate, determined solely in our discretion and subject to change (which we refer to as the Company Death Benefit Rate); or

• The applicable state interest rate required to be paid on annuity death claims, if any.

The Company Death Benefit Rate may be less than the Fixed Rate Strategy Minimum Guaranteed Interest Rate in effect as of the date of death, but shall not be less than zero percent. See Page . Your Beneficiaries may contact Customer Service to determine the current Company Death Benefit Rate.

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

Spousal Beneficiary Contract Continuation

Any surviving spouse of a deceased Owner who is the sole primary Beneficiary (or, as the surviving Joint Owner, is designated as the Beneficiary) has the option, but is not required, to continue the Contract under the same terms existing prior to such Owner’s death. Such election would be in lieu of payment of the Proceeds The surviving spouse’s right to continue the Contract is limited by our use of the term “spouse,” as it is defined under federal law. If you are married to a same-sex spouse you should contact a tax and/or legal adviser regarding your spousal rights (see Federal Tax Considerations – Same-Sex Marriages on Page ). Also, the surviving spouse may not continue the Contract if he or she is age 90 or older on the date of the Owner’s death. (For Contracts issued in Minnesota, the surviving spouse may not continue the Contract if he or she is age 85 or older on the date of the Owner’s death.) If the surviving spouse elects to continue the Contract, the following will apply:

• The surviving spouse will replace the deceased Owner as the Contract Owner (and if the deceased Owner was the Annuitant, the surviving spouse will replace the deceased Owner as the Annuitant);

• The age of the surviving spouse will be used as the Owner’s age under the continued Contract;

• All rights of the surviving spouse as the Beneficiary under the Contract in effect prior to such continuation election will cease;

• Any Surrender Charges on subsequent Surrenders will be waived;

• Additional Premiums will not be accepted;

• All rights and privileges granted by the Contract or allowed by us will belong to the surviving spouse as the Owner of the continued Contract; and

• Upon the death of the surviving spouse as the Owner of the Contract, the Proceeds will be distributed to the Beneficiary or Beneficiaries described below, and the Contract will terminate.

Payment of the Proceeds to a Spousal or Non-spousal Beneficiary

Subject to any payment restriction imposed by the Owner, the Beneficiary may decide to receive the Proceeds:

• In one lump sum payment or installment payments; or

• By applying the Proceeds to an Annuity Plan.

No Additional Premiums may be made following the date of the Owner’s death. The Beneficiary may receive the Proceeds in one lump sum payment or installment payments, provided the Proceeds are distributed to the Beneficiary within five years of the Owner’s death. The Beneficiary has until one year after the Owner’s death to decide to apply the Proceeds to an Annuity Plan. If the Proceeds are applied to an Annuity Plan, the Beneficiary will be deemed to be the Annuitant, and the Annuity Payments must:

• Be distributed in substantially equal installments over the life of such Beneficiary or over a period not extending beyond the life expectancy of such Beneficiary; and

• Begin no later than one year after the date of the Owner’s death.

If we do not receive a request to apply the Proceeds to an Annuity Plan, we will make a single lump-sum payment to the Beneficiary.

Subject to the conditions and requirements of state law, full payment of the Death Benefit Proceeds (“Proceeds”) to a Beneficiary may be made either into an interest bearing retained asset account that is backed by our general account or by check. For additional information about the payment options available to you, please refer to your claim forms or contact Customer Service. Beneficiaries should carefully review all settlement and payment options available under the Contract and are encouraged to consult with a financial professional or tax and/or legal adviser before choosing a settlement or payment option.

The Retained Asset Account. The retained asset account, known as the Voya Personal Transition Account, is an interest bearing account backed by our general account. The retained asset account is not guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) and, as part of our general account, is subject to the claims of our creditors. Beneficiaries that receive their payment through the retained asset account may access the entire Proceeds in the account at any time without penalty through a draftbook feature. The Company seeks to earn a profit on the account, and interest credited on the account may vary from time to time but will not be less than the minimum rate stated in the supplemental contract delivered to the Beneficiary together with the paperwork to make a claim to the Proceeds. Interest earned on the Proceeds in the account may be less than could be earned if the Proceeds were invested outside of the account. Likewise, interest credited on the Proceeds in the account may be less than under other settlement or payment options available through the Contract.

The Beneficiary may elect to receive the Proceeds in payments over a period of time based on his or her life expectancy. These payments are sometimes referred to as stretch payments. Stretch payments for each calendar year will vary in amount because they are based on the Accumulation Value and the Beneficiary’s remaining life expectancy. The first stretch payment must be made by the first anniversary of the Owner’s date of death. Each succeeding stretch payment is required to be made by December 31^st of each calendar year. Stretch payments are subject to the same conditions and limitations as Systematic Surrenders. See Page . The rules for, and tax consequences of, stretch payments are complex and contain conditions and exceptions not covered in this prospectus. You should consult a tax and/or legal adviser for advice about the effect of federal income tax laws, state laws or any other tax laws affecting the Contract, or any transactions involving the Contract.

Death Benefit Once Annuity Payments Have Begun

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

Annuity Payments and Annuity Plans

Annuity Payments

Subject to State variations noted below, the Contract provides for Annuity Payments, so long as the Annuitant is then living, in one of the two following ways:

• You can apply the Cash Surrender Value to an Annuity Plan on any date following the first Contract Anniversary; or

➢ IMPORTANT NOTE: We will not waive any applicable Surrender Charges.

• We will automatically apply the Proceeds (which equals the greater of the Minimum Guaranteed Contract Value and the Accumulation Value) to an Annuity Plan on the Contract Anniversary following the oldest Annuitant’s 90^th birthday (or the Contract Anniversary following the oldest Annuitant’s 85^th birthday if the Contract was issued prior to January 3, 2011), which we refer to as the Maturity Date.

Subject to the State variations noted below, the Annuity Payments cannot begin later than the Contract Anniversary on or next following the oldest Annuitant’s 90^th birthday (or the Contract Anniversary following the oldest Annuitant’s 85^th birthday if the Contract was issued prior to January 3, 2011), unless:

• We agree to a later date; or

• The Internal Revenue Service publishes a final regulation or a revenue ruling concluding that an annuity contract with a Maturity Date that is later than the Contract Anniversary following the oldest Annuitant’s 90^th birthday (or the Contract Anniversary following the oldest Annuitant’s 85^th birthday if the Contract was issued prior to January 3, 2011, or for Contracts issued in Montana prior to January 18, 2011 and for Contracts issued in Minnesota the Contract Anniversary following the oldest Annuitant’s 85^th birthday) will be treated as an annuity for federal tax purposes.

State	Maturity Date Variation
Florida	You may change the Maturity Date to any date following the first Contract Anniversary that is on or prior to the Contract Anniversary following the oldest Annuitant’s 90th birthday (or the Contact Anniversary following the oldest Annuitant’s 85th birthday if the Contract was issued prior to January 3, 2011). No Surrender Charges will apply to the application of the Proceeds to an Annuity Plan on the Maturity Date.
Montana	The Maturity Date is the Contract Anniversary following the oldest Annuitant’s 90th birthday (or the Contract Anniversary following the oldest Annuitant’s 85th birthday if the Contract was issued prior to January 18, 2011).
Minnesota	The Maturity Date is the Contract Anniversary following the oldest Annuitant’s 85th birthday).

Notice to Us is required at least 30 days in advance of the date you wish to begin receiving Annuity Payments after we issue the Contract. Except for Contracts issued in Washington, if the Accumulation Value is less than $2,000 on the Maturity Date, we will pay such amount in a single lump-sum payment. Each Annuity Payment must be at least $20. We will make the Annuity Payments in monthly installments (although you can direct us to make the Annuity Payments annually instead). We reserve the right in the Contract to make the Annuity Payments less frequently, as necessary, to make the Annuity Payment equal to at least $20. We may also change the $2,000 and $20 minimums based upon increases reflected in the Consumer Price Index for All Urban Consumers (CPI-U) since January 1, 2005. There is no Death Benefit once you begin to receive Annuity Payments under an Annuity Plan.

We will determine the amount of the Annuity Payments as follows:

Prior to the Maturity Date	On the Maturity Date
Cash Surrender Value	Proceeds
•Multiplied by the applicable payment factor, which depends on:	•Multiplied by the applicable payment factor, which depends on:
➢The Annuity Plan;	➢The Annuity Plan;
➢The frequency of Annuity Payments;	➢The frequency of Annuity Payments;
➢The age of the Annuitant (and sex, where appropriate under applicable law); and	➢The age of the Annuitant (and sex, where appropriate under applicable law); and
➢A net investment return of 1.0% is assumed (we may pay a higher return at our discretion).	➢A net investment return of 1.0% is assumed (we may pay a higher return at our discretion).
•Divided by 1,000	•Divided by 1,000

Annuity Plans

You may elect one of the Annuity Plans described below, which provide for Annuity Payments of a fixed dollar amount only, using the Annuity 2000 Mortality Tables. In addition, you may elect any other Annuity Plan we may be offering at the time Annuity Payments begin. The Annuity Plan may be changed at any time before the Maturity Date, upon 30 days prior Notice to Us. If you do not elect an Annuity Plan, Annuity Payments will be made automatically each month for a minimum of 120 months and as long thereafter as the Annuitant is living, based on the oldest Annuitant’s life, unless otherwise limited by applicable law.

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

• Annuity Payments will be made to the Owner, unless you provide Notice to Us directing otherwise;

• You must obtain our consent if the payee is not a natural person; and

• Any change in the payee will take effect as of the date we receive Notice to Us.

Payments for a Period Certain. Annuity Payments are made in equal installments for a fixed number of years. The number of years cannot be less than ten nor more than 30, unless otherwise required by applicable law. For Contracts issued in Florida, the number of years cannot be less than 20.

Payments for Life with a Period Certain. Annuity Payments are made for a fixed number of years and as long thereafter as the Annuitant is living. The number of years cannot be less than ten nor more than 30, unless otherwise required by applicable law.

Life Only Payments. Annuity Payments are made for as long as the Annuitant is living. This is not available for Contracts issued in Florida.

Joint and Last Survivor Life Payments. Annuity Payments are made for as long as either of two Annuitants is living.

Death of the Annuitant who is not an Owner

In the event the Annuitant dies on or after the Maturity Date, but before all Annuity Payments have been made pursuant to the Annuity Plan elected, we will continue the Annuity Payments until all guaranteed Annuity Payments have been made. The Annuity Payments will be paid at least as frequently as before the Annuitant’s death until the end of any guaranteed period certain. We may require satisfactory proof of death in regard to the Annuitant before continuing the Annuity Payments.

Other Important Information

Anti-Money Laundering

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

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

We may also refuse to accept certain forms of payments or loan repayments (traveler’s cheques, for example) or restrict the amount of certain forms of 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 the payment to you.

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

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

Unclaimed Property

Every state has some form of unclaimed property laws that impose varying legal and practical obligations on insurers and, indirectly, on contract owners, insureds, beneficiaries and other payees of proceeds. Unclaimed property laws generally provide for escheatment to the state of unclaimed proceeds under various circumstances.

Contract Owners are urged to keep their own, as well as their beneficiaries’ and other payees’, information up to date, including full names, postal and electronic media addresses, telephone numbers, dates of birth, and Social Security numbers. Such updates should be communicated to Customer Service.

Cyber Security and Business Disruption

Like others in our industry, we are subject to operational and information security risks resulting from “cyber-attacks,” “hacking” or similar illegal or unauthorized intrusions into computer systems and networks. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, denial of service attacks on websites and other operational disruption and unauthorized release of confidential customer information. Although we seek to limit our vulnerability to such risks through technological and other means and we rely on industry standard commercial technologies to maintain the security of our information systems, it is not possible to anticipate or prevent all potential forms of cyber-attack or to guarantee our ability to fully defend against all such attacks. In addition, due to the sensitive nature of much of the financial and similar personal information we maintain, we may be at particular risk for targeting.

Cyber-attacks affecting us, any third party administrator, the underlying funds, intermediaries and other affiliated or third-party service providers may adversely affect us and your account value. For instance, cyber-attacks may interfere with our processing of contract transactions, including the processing of orders from our website or with the underlying funds, impact our ability to calculate accumulation unit values, cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. Cyber security risks may also affect the issuers of securities in which the underlying funds invest, which may cause the funds underlying your contract to lose value. There can be no assurance that we or the underlying funds or our service providers will avoid losses affecting your contract that result from cyber-attacks or information security breaches in the future.

In addition, we are exposed to risks related to natural and man-made disasters and catastrophes, any of which could adversely affect our ability to conduct business. A natural or man-made disaster or catastrophe, including a pandemic (such as COVID-19), could affect the ability of our employees or the employees of our service providers to perform their responsibilities. In the event our employees and/or the employees of our service providers are required to work remotely, those remote work arrangements could result in our business operations being less efficient than under normal circumstances and could lead to delays in our processing of contract-related transactions, including orders from owners. Catastrophic events may negatively affect the computer and other systems on which we rely. There can be no assurance that we, our service providers or the underlying funds will be able to avoid negative impacts associated with natural and man-made disasters and catastrophes.

Annual Report to Owners

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

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

Suspension of Payments

We reserve the right to suspend or postpone the date of any payment of benefits or determination of any value (including the Accumulation Value) under the Contract, beyond the seven permitted days, under any of the following circumstances:

• On any Business Day when the NYSE is closed (except customary weekend and holiday closings) or when trading on the NYSE is restricted;

• When an emergency exists as determined by the SEC; or

• During any other periods the SEC may, by order, permit for the protection of investors.

The conditions under which restricted trading or an emergency exists shall be determined by the rules and regulations of the SEC.

We have the right to delay payment for up to six months, contingent upon written approval by the insurance supervisory official in the jurisdiction in which this Contract is issued. For Contracts issued in Idaho, any payment deferred 30 days or more will include interest as required by applicable state law. Payment of benefits or values may also be delayed or suspended as required by court order or any regulatory action.

Misstatement Made by Owner in Connection with Purchase of this Contract

We may require proof of the age and sex of the person upon whose life certain benefit payments are determined (i.e., the Death Benefit or Annuity Payments). If the Owner misstates the age or sex of a person in connection with the purchase of the Contract, we reserve the right in the Contract to adjust (either upward or downward) these payments based on the correct age or sex. If an upward adjustment to your benefit payment is required, we will include an amount in your next benefit payment representing the past underpayments by us, with interest credited at the rate of 1.5% annually (where permitted). If a downward adjustment to your benefit payment is required, we will make a deduction from future benefit payments until the past overpayments by us, plus interest at 1.5% annually (where permitted), has been repaid in full by you.

We reserve the right in the Contract (where permitted) to void the Contract and return the Cash Surrender Value in the event of any fraudulent material misrepresentation made by the Owner in connection with the purchase of the Contract.

Insurable Interest

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

• Relationships between parent and child, brother and sister, and grandparent and grandchild; and

• Certain business relationships and financial dependency situations (e.g., uncle has insurable interest in nephew who runs the uncle’s business and makes money for the uncle).

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

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

Assignment

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

Contract Changes ‒ Applicable Tax Law

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

Right to Examine and Return This Contract

For a prescribed period, you may return the Contract for any reason or no reason at all, which we refer to as the Right to Examine Period. Subject to the state requirements specified in the table below, you may return the Contract within 20 days of your receipt of it, and you have up to 30 days from your receipt of it if the Contract was issued as a replacement contract. Unless as otherwise noted below, if so returned, we will promptly pay you any portion of the Premium paid and not previously Surrendered as of the date the returned Contract is received by us. If you decide to return the Contract, you must deliver it:

• To Customer Service; or

• To your agent/registered representative.

Contract Issue State	Days for New Purchase and Amount Returned	Days for Replacement Purchase and Amount Returned
Florida	21 days Premium paid and not previously Surrendered.	Same
New Jersey	20 days Accumulation Value.	Same
Pennsylvania	20 days Premium paid and not previously Surrendered.	30 days Premium paid and not previously surrendered (45 days, if the Contract replaces a contract issued by a Voya affiliate.) Surrendered as of the date the returned Contract is received by us.

Non-Waiver

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

Special Arrangements

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

Contract Distribution

The Company’s subsidiary, Voya Financial Partners, LLC, became the principal underwriter (distributor) for the Contract. Voya Financial Partners, LLC was organized under the laws of the State of Delaware on November 28, 2000, and is registered as a broker/dealer with the Securities and Exchange Commission. Voya Financial Partners, LLC is a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. Voya Financial Partners, LLC’s principal office is located at One Orange Way, Windsor, Connecticut 06095-4774.

State Regulation

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

Legal Proceedings

We are not aware of any pending legal proceedings that are likely to have a material adverse effect upon the Company’s ability to meet its obligations under the Contract, Voya Financial Partners, LLC’s ability to distribute the Contract or upon the separate account.

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

• Regulatory Matters. As with other financial services companies, the Company and its affiliates, including Voya Financial Partners, LLC, periodically receive informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry. It is the practice of the Company to cooperate fully in these matters.

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

Legal Matters

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

Experts

The financial statements of the Company appearing in the Company’s Annual Report (Form 10-K) for the year ended December 31, 202 3 (including schedules appearing therein), have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The primary business address of Ernst & Young LLP is The Frost Tower, Suite 1901, 111 West Houston Street, San Antonio, TX 78205.

Further Information

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

Securities and Exchange Commission

100 F Street NE, Room 1580

Washington, DC 20549

You may also obtain copies of these materials at prescribed rates from the Public Reference Room of the above office. You may obtain information on the operation of the Public Reference Room by calling the SEC at either 1-800-SEC-0330 or 1-202-942-8090. You may also find more information about the Company by visiting the Company’s homepage on the internet at www.voya.com.

Our filings are available to the public on the SEC’s website at www.sec.gov. (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 -278860

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 for the year ended December 31, 202 3 . The Form 10-K contains additional information about the Company and includes certified financial statements as of December 31, 202 3 and 20 22 , and for each of the three years in the period ended December 31, 202 3 . We were not required to file any other reports pursuant to Sections 13(a) or 15(d) of the Exchange Act since December 31, 2017. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering shall be deemed to be incorporated by reference into the prospectus. The registration statement, of which this prospectus is a part, and our Exchange Act filings are available to the public on the SEC’s website at www.sec.gov, and we file these documents electronically according to EDGAR under CIK No. 0000837010.

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:

Security Life Of Denver Insurance Company as Administrator for

Voya Retirement Insurance and Annuity Company

Customer Service

P.O. Box 981332, Boston, MA 02298

customer.resolutionlife.us

1-877-886-5050

Inquiries

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

Federal Tax Considerations

Introduction

The Contract described in this prospectus is designed to be treated as an annuity for U.S. federal income tax purposes. This section discusses our understanding of current federal income tax laws affecting the Contract. The U.S. federal income tax treatment of the Contract is complex and sometimes uncertain. You should keep the following in mind when reading this section:

• Your tax position (or the tax position of the Beneficiary, as applicable) determines the federal taxation of amounts held, or paid out, under the Contract;

• Tax laws change. It is possible that a change in the future could affect contracts issued in the past, including the Contract described in this prospectus;

• This section addresses some, but not all, applicable federal income tax rules and generally does not discuss federal estate and gift tax implications, state and local taxes, taxes of any foreign jurisdiction or any other tax provisions;

• We do not make any guarantee about the tax treatment of the Contract or transactions involving the Contract; and

• No assurance can be given that the IRS, would not assert, or that a court would not sustain, a position contrary to any of those set forth below.

We do not intend this information to be tax advice. No attempt is made to provide more than a general summary of information about the use of the Contract with non-tax qualified and tax-qualified retirement arrangements, and the Tax Code may contain other restrictions and conditions that are not included in this summary. You should consult with a tax and/or legal adviser for advice about the effect of federal income tax laws, state tax laws or any other taxes affecting the Contract or any transactions involving the Contract.

Types of Contracts: Nonqualified and Qualified

The Contract described in this prospectus may be purchased on a non-tax-qualified basis (“Nonqualified Contracts”) or purchased on a tax-qualified basis (“Qualified Contracts”).

Nonqualified Contracts. Nonqualified Contracts do not receive the same tax benefits as are afforded to contracts funding qualified plans. You may not deduct the amount of your Premium payments to a Nonqualified Contract. Rather, Nonqualified Contracts are purchased with after-tax contributions to save money, generally for retirement, with the right to receive Annuity Payments for either a specified period of time or over a lifetime.

Qualified Contracts. Qualified Contracts are designed for use by individuals and/or employers whose Premium payments are comprised solely of proceeds from and/or contributions to retirement plans or programs that are intended to qualify as plans or programs entitled to special favorable income tax treatment under Sections 408 or 408A of the Tax Code. Employers or individuals intending to use the Contract with such plans should seek legal and tax advice.

Taxation of Nonqualified Contracts

Taxation of Gains Prior to Distribution or Annuity Starting Date

General. Tax Code Section 72 governs the federal income taxation of annuities in general. We believe that if you are a natural person (in other words, an individual), you will generally not be taxed on increases in the value of a Nonqualified 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 collaterally assign or pledge any portion of the Contract’s Accumulation Value 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 a Nonqualified Contract to contain certain provisions specifying how your interest in the Contract will be distributed in the event of your death. The Nonqualified Contracts contain provisions that are intended to comply with these Tax Code requirements, although no regulations interpreting these requirements have yet been issued. When such requirements are clarified by regulation or otherwise, we intend to review such distribution provisions and modify them if necessary to assure that they comply with the applicable requirements;

• Non-Natural Owners of a Nonqualified Contract. If the Owner of the Contract is not a natural person (in other words, is not an individual), a Nonqualified Contract generally is not treated as an annuity for income tax purposes and the income on the contract for the taxable year is currently taxable as ordinary income. Income on the Contract is any increase in the Contract’s Accumulation Value over the “investment in the Contract” (generally, the Premium payments 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 a tax and/or legal adviser before 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 for purposes of the required distribution rules described above; and

• 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 95), 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 Nonqualified Contract occurs before the Contract’s annuity starting date, 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’s Accumulation 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. A market value adjustment, if applicable, could increase the Accumulation Value. Investment in the Contract is generally equal to the amount of all Premium payments to the Contract, plus amounts previously included in your gross income as the result of certain loans, collateral assignments or gifts, less the aggregate amount of non-taxable distributions previously made.

In the case of a Surrender under a Nonqualified Contract, the amount received generally will be taxable only to the extent it exceeds the Contract Owner’s investment in the Contract (cost basis).

10% Penalty Tax. A distribution from a Nonqualified Contract may be subject to a penalty tax equal to 10% of the amount treated as income. In general, however, there is no penalty tax 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 tax 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 generally carry over to the new contract. You should consult with your tax and/or legal adviser regarding procedures for making Section 1035 exchanges.

If your Contract is purchased through a tax-free exchange of an 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.”

In certain instances, the partial exchange of a portion of one annuity contract for another contract is a tax-free exchange. Pursuant to IRS guidance, receipt of partial withdrawals or surrenders from either the original contract or the new contract during the 180 day period beginning on the date of the partial exchange may retroactively negate the partial exchange. If the partial exchange is retroactively negated, the partial withdrawal or surrender of the original contract may be treated as a withdrawal, taxable as ordinary income to the extent of gain in the original contract and, if the partial exchange occurred prior to you reaching age 59½, may be subject to an additional 10% penalty tax. 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, reports or recognizes a partial exchange. We strongly advise you to discuss any proposed 1035 exchange or subsequent distribution within 180 days of a partial exchange with your tax and/or legal adviser prior to proceeding with the transaction.

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

Annuity Contracts that are partially annuitized, are treated as separate contracts with their own annuity starting date and exclusion ratio. Specifically, an exclusion ratio will be applied to any amount received as an annuity under a portion of the Annuity Contract, provided that Annuity Payments are made for a period of ten years or more or for life. Please consult your tax and/or legal 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. Different distribution requirements apply if your death occurs:

• After you begin receiving Annuity Payments under the Contract; or

• Before you begin receiving such distributions.

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

If your death occurs before you begin receiving Annuity Payments, your entire balance must be distributed within five years after the date of your death. For example, if you die on September 1, 2021, your entire balance must be distributed by August 31, 2026. However, if distributions begin within one year of your death, then payments may be made over one of the following timeframes:

• Over the life of the designated Beneficiary; or

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

If the designated Beneficiary is your spouse, the Contract may be continued after your death with the surviving spouse as the new Contract Owner. If the Contract Owner is a non-natural person and the primary Annuitant dies or is changed, the same rules apply as outlined above for the death of a Contract Owner.

Generally, amounts distributed from a Contract because of your death or the death of the Annuitant prior to the time Annuity Payments begin are includible in the income of the recipient as follows:

• If distributed in a lump sum, they are taxed in the same manner as a Surrender of the Contract; or

• If distributed under a payment option, they are taxed in the same way as Annuity Payments.

Special rules apply to amounts distributed after a Beneficiary has elected to maintain the Accumulation Value and receive payments.

If the death occurs after Annuity Payments begin, a guaranteed period exists under the Annuity Option selected, and the Annuitant dies before the end of that period, payments made for the remainder of that period are includible in income as follows:

• If distributed in a lump sum, they are included in income to the extent that they exceed the unrecovered investment in the Contract at that time; or

• If distributed in accordance with the existing Annuity Option selected, they are fully excluded from income until the remaining investment in the Contract is deemed to be recovered, and all payments thereafter are fully includible in income.

Some Contracts offer a Death Benefit that may exceed the greater of the Premium payments and the Contract’s Accumulation 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.

Collateral Assignments, Pledges, Gratuitous Transfers and Other Issues. A pledge or collateral assignment (or agreement to pledge or collaterally assign) any portion of the Accumulation Value of a Nonqualified Contract is treated as a distribution of such amount or portion. If the entire Accumulation Value is pledged or collaterally assigned, subsequent increases in the Accumulation Value are also treated as distributions for as long as the pledge or collateral assignment remains in place. The investment in the Contract is increased by the amount includible in income with respect to such pledge or collateral assignment, though it is not affected by any other aspect of the pledge or collateral assignment (including its release).

If an Owner transfers a Nonqualified Contract without adequate consideration (a gratuitous transfer) to a person other than the Owner’s spouse (or to a former spouse incident to a divorce), the Owner must include in income the difference between the “Cash Surrender Value” and the investment in the Contract at the time of the transfer. In such case, the transferee’s investment in the Contract will be increased to reflect the amount that is included in the transferor’s income. The exceptions for transfers to an Owner’s spouse or former spouse are limited to individuals who are treated as spouses under federal law.

The designation of an Annuitant or payee other than an Owner may result in certain tax consequences to you that are generally not discussed herein.

Anyone contemplating any pledges, collateral assignments, gratuitous transfers, or other designations, should consult a tax and/or legal adviser regarding the potential tax effects of such a transaction.

Multiple Contracts. Tax laws require that all Nonqualified 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.

Net Investment Income Tax. A net investment income tax of 3.8% will apply to some types of investment income. This tax will apply to all taxable distributions from Nonqualified Contracts. This tax only applies to taxpayers with “modified adjusted gross income” above $250,000 in the case of married couples filing jointly or a qualifying widow(er) with dependent child, $125,000 in the case of married couples filing separately, and $200,000 for all others.

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, if we are notified by the IRS that the taxpayer identification number we have on file is incorrect or if payment is made outside of the U.S. 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 any non-periodic payments. Regardless of whether you elect to have federal income tax withheld, you are still liable for payment of federal income tax on the taxable portion of the payment.

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

If the payee is a non-resident alien, then U.S. federal withholding on taxable distributions will generally be at a 30% rate, unless a lower tax treaty rate applies. We may require additional documentation prior to processing any requested transaction.

If the payee of a distribution from the Contract is a foreign financial institution (“FFI”) or a non-financial foreign entity (“NFFE”) within the meaning of the Tax Code as amended by the Foreign Account Tax Compliance Act (“FATCA”), the distribution could be subject to U.S. federal withholding tax on the taxable amount of the distribution at a 30% rate irrespective of the status of any beneficial Owner of the Contract or the distribution. The rules relating to FATCA are complex, and a tax advisor should be consulted if an FFI or NFFE is or may be designated as a payee with respect to the Contract.

Taxation of Qualified Contracts

Eligible Retirement Plans and Programs

The Contract may be purchased with the following retirement plans and programs to accumulate retirement savings:

• Individual Retirement Annuities (“IRAs”) and Roth IRAs. Section 408 of the Tax Code permits eligible individuals to contribute to an individual retirement program known as an Individual Retirement Annuity (“IRA”). Certain employers may establish Simplified Employee Pension (“SEP”) or Savings Incentive Match Plan for Employees (“SIMPLE”) plans to provide IRA contributions on behalf of their employees. Section 408A of the Tax Code permits certain eligible individuals to contribute to a Roth IRA, which provides for tax-free distributions, subject to certain restrictions. Sales of the Contract for use with an IRA or a Roth IRA may be

subject to special requirements of the IRS. The IRS has not reviewed the Contract described in this
prospectus for qualification as an IRA and has not addressed, in a ruling of general applicability, whether the Contract’s Death Benefit provision complies with IRA qualification requirements.

The Company may offer or have offered the Contract for use with certain other types of Qualified Plans. Please see your Contract and consult with your tax adviser if you have questions about other types of plan arrangements not discussed within.

Special Considerations for IRAs. 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. You may roll over a distribution from an IRA to an IRA only once in any 12 month period. You will not be able to roll over any portion of an IRA distribution if you rolled over any other IRA distribution during the preceding one-year period. This limit applies by aggregating all of your IRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of this limit. Please note that this one-rollover-per-year rule does not apply to: (1) the conversion of a traditional IRA to a Roth IRA; (2) a rollover to or from a qualified plan; or (3) a trustee-to-trustee transfer between IRAs. Please consult your own tax and/or legal adviser if you have additional questions about these rules.

Early distributions from SIMPLE IRAs made within two years of beginning participation in the SIMPLE IRA are subject to a 25% early distribution tax.

Special Considerations for Roth IRAs. Contributions to a Roth IRA are subject to limits on the amount of contributions and the persons who may be eligible to contribute. Roth IRA contributions are not deductible, and must be made in cash or as a rollover or transfer from another Roth IRA, IRA or eligible plan. Individuals may convert an IRA, SEP IRA, or a SIMPLE IRA to a Roth IRA. Such rollovers and conversions are subject to tax, and other special rules may apply. A conversion of a traditional IRA to a Roth IRA and a rollover from any other eligible plan to a Roth IRA made after December 31, 2017, cannot be recharacterized as being been made to a traditional IRA. You will not be able to roll over any portion of a Roth IRA distribution if you rolled over any other IRA distribution during the preceding one-year period. This limit applies by aggregating all of your IRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of this limit. Please note that this one-rollover-per-year rule does not apply to: (1) the conversion of a traditional IRA to a Roth IRA; (2) a rollover to or from a qualified plan; or (3) a trustee-to-trustee transfer between Roth IRAs. Please consult your own tax and/or legal adviser if you have additional questions about these rules.

A 10% penalty tax 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 is made.

Taxation

The tax rules applicable to Qualified Contracts vary according to the type of Qualified Contract, the specific terms and conditions of the Qualified Contract and the terms and conditions of the qualified plan or program. The ultimate effect of federal income taxes on the amounts held under a Qualified Contract, or on income phase (i.e., annuity) payments from a Qualified Contract, depends upon the type of Qualified Contract or program as well as your particular facts and circumstances. Special favorable tax treatment may be available for certain types of contributions and distributions. In addition, certain requirements must be satisfied in purchasing a Qualified Contract with proceeds from a tax-qualified plan or program 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

• Other specified circumstances.

Some qualified plans and programs are subject to additional distribution or other requirements that are not incorporated into the Contract described in this prospectus. No attempt is made to provide more than general information about the use of the Contract with qualified plans and programs. Contract Owners, sponsoring employers, participants, Annuitants, and Beneficiaries are cautioned that the rights of any person to any benefit under these qualified plans and programs may be subject to the terms and conditions of the plan or program, regardless of the terms and conditions of the Contract. The Company is not bound by the terms and conditions of such plans and programs to the extent such terms contradict the language of the Contract, unless we consent in writing.

Contract Owners, sponsoring employers, participants, Annuitants 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 tax and/or legal advice regarding the suitability of the 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 federal tax laws, earnings on amounts held in annuity contracts used as an IRA or Roth IRA are generally not taxed until they are withdrawn. However, in the case of a qualified plan (as described in this prospectus), an annuity contract is not necessary to obtain the favorable tax treatment accorded to an IRA or Roth IRA under Sections 408 or 408A of the Tax Code, respectively. Annuities do provide other features and benefits (such as the guaranteed Death Benefit or the option of lifetime Annuity Payment options at established rates) that may be valuable to you. You should discuss your alternatives with a qualified financial representative taking into account the additional fees and expenses you may incur in an annuity.

Contributions

In order to be excludable from gross income for federal income tax purposes, total annual contributions to certain qualified plans and programs are limited by the Tax Code. We provide general information on these requirements for certain plans and programs below. You should consult with a tax and/or legal adviser in connection with contributions to a qualified contract.

Repeal of Maximum Age for Contributions to a Traditional IRA. The SECURE Act eliminated the maximum age after which contributions to a traditional IRA were not allowed. Consequently, individuals who have attained age 70½ will no longer be prohibited from making non-rollover contributions to traditional IRAs.

Traditional and Roth IRAs.  You are eligible to contribute to a traditional IRA if you have compensation includible in income for the taxable year. For 202 4 , the contribution to your traditional IRA cannot exceed the lesser of $ 7 ,000 or your taxable compensation. If you are age 50 or older, you can make an additional catch-up contribution of $1,000. Contributions to a traditional IRA may be deductible depending on your modified adjusted gross income (“MAGI”), tax filing status, and whether you or your spouse are an active participant in a retirement plan.

You may be eligible to contribute to a Roth IRA if you have compensation includible in income for the year. For 202 4 , the contribution to a Roth IRA cannot exceed the lesser of $ 7 , 5 00 or your taxable compensation. If you are age 50 or older, you can make an additional catch up contribution of $1,000. The amount you can contribute to a Roth IRA is reduced by the amount of any contributions you make to an individual retirement plan for your benefit (not including SEPs or SIMPLE IRAs). Your ability to contribute to a Roth IRA may be further limited by your MAGI and tax filing status. Contributions to a Roth IRA are not deductible.

Distributions – General

Certain tax rules apply to distributions from the contract. A distribution is any amount taken from a contract including withdrawals, income phase (i.e., annuity) payments and death benefit proceeds. If a portion of a distribution is taxable, the distribution will be reported to the IRS.

IRAs. All distributions from an IRA are taxed as received unless either one of the following is true:

• The distribution is directly transferred to another IRA or to a plan eligible to receive rollovers as permitted under the Tax Code; or

• You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to rules detailed in the Tax Code.

10% Additional Tax. The Tax Code imposes a 10% additional tax on the taxable portion of any distribution from a traditional or Roth IRA.

Exceptions to the 10% additional tax may apply if:

• 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 tax free into another eligible retirement plan or to a traditional or Roth IRA in accordance with the terms of the Tax Code;

• The distribution is paid directly to the government in accordance with an IRS levy;

• The distribution is a qualified reservist distribution as defined under the Tax Code;

• The distribution is a qualified birth or adoption distribution;

• The distribution is eligible for penalty relief extended to victims of certain natural disasters;

• You have unreimbursed medical expenses that are deductible (without regard to whether you itemized deductions);

• The distribution amount is made in 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;

• The distributions are not more than the cost of your medical insurance due to a period of unemployment (subject to certain conditions);

• The distributions are not more than your qualified higher education expenses;

• The distribution is paid to a terminally ill individual;

• The withdrawal is paid for certain emergency expenses;

• The distribution is paid to an eligible domestic abuse victim; or

• You use the distribution to buy, build or rebuild a first home.

The Tax Code may provide other exceptions or impose other penalty taxes in other circumstances.

Qualified Distributions ‒ Roth IRAs. A partial or full distribution of purchase payments to a Roth IRA account and earnings credited on those purchase payments will be excludable from income if it is a qualified distribution. A “qualified distribution” from a Roth IRA account is defined as a distribution that meets the following two requirements:

• The distribution occurs after the five-year taxable period measured from the earlier of:

> The first taxable year you, as applicable, made a contribution to a Roth IRA or a designated Roth contribution to any designated Roth account established for you under the same applicable retirement plan as defined in Tax Code Section 402A; or

> If a rollover contribution was made from a designated Roth account previously established for you under another applicable retirement plan, the first taxable year for which you made a designated Roth contribution to such previously established account; AND

• The distribution occurs after you attain age 59½, die with payment being made to your beneficiary or estate or become disabled as defined in the Tax Code.

A distribution from a Roth account that is not a qualified distribution is includible in gross income under the Tax Code in proportion to your investment in the contract (basis) and earnings on the contract.

Distributions - Eligibility

Distributions from qualified plans (as described in this prospectus) generally may occur only upon the occurrence of certain events. The terms of your plan will govern when you are eligible to take a distribution from the plan. The following describes circumstance when you may be able to take a distribution from certain more common types of plans.

Lifetime Required Minimum Distributions (IRAs)

To avoid certain tax penalties, you and any designated beneficiary must also satisfy the required minimum distribution rules set forth in the Tax Code. These rules may dictate the following:

• The start date for distributions;

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

• Distribution amounts.

Start Date. Generally, you must begin receiving distributions by April 1 of the calendar year following the calendar year in which you attain age 72 (age 70½ if born before July 1, 1949) or in the case of an employer-sponsored plan, April 1 of the calendar year following the calendar year in which you retire, whichever occurs later.

Time Period. You must receive 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). Before annuity payments begin, the required minimum distribution amount is generally determined by dividing the entire interest in the account as of December 31 of the preceding year by the applicable distribution period. The entire interest in the account includes the amount of any outstanding rollover, transfer and recharacterization, if applicable, and the actuarial present value of any other benefits provided under the account, such as guaranteed death benefits. If annuity payments have begun under an annuity option that satisfies the Tax Code Section 401(a)(9) regulations, such payments will generally be viewed as satisfying your required minimum distribution.

50% Excise Tax. If you fail to receive the minimum required distribution for any tax year, a 50% excise tax is imposed on the required amount that was not distributed. In certain circumstances this excise tax may be waived by the IRS.

Roth IRAs. 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)

Upon your death, any remaining interest in an IRA or qualified retirement plan must be distributed in accordance with federal income tax requirements under Section 401(a)(9) of the Tax Code. The death benefit provisions of your contract will be interpreted to comply with those requirements. The SECURE Act amended the post-death distribution requirements that are generally applicable with respect to deaths occurring after 2019. The post-death distribution requirements under prior law continue to apply in certain circumstances.

Prior Law. Under prior law, if you die prior to the required beginning date, the remaining interest must be distributed (1) within five years after the death (the “5-year rule”); or (2) over the life of the designated beneficiary, or over a period not extending beyond the life expectancy of the designated beneficiary, provided that such distributions commence within one year after death (the “lifetime payout rule”). If you die on or after the required beginning date (including after the date distributions have commenced in the form of an annuity), the remaining interest must be distributed at least as rapidly as under the method of distribution being used as of the date of death (the “at-least-as-rapidly rule”).

The New Law. Under the new law, if you die after 2019, and you have a designated beneficiary, any remaining interest must be distributed within ten years after your death, unless the designated beneficiary is an eligible designated beneficiary (“EDB”) or some other exception applies. A designated beneficiary is any individual designated as a beneficiary by you, the IRA owner or employee. An EDB is any designated beneficiary who is (1) your surviving spouse; (2) your minor child; (3) disabled; (4) chronically ill; or (5) an individual not more than ten years younger than you. An individual’s status as an EDB is determined on the date of your death.

This ten-year post-death distribution period applies regardless of whether you die before your required beginning date or you die on or after that date (including after distributions have commenced in the form of an annuity). However, if the beneficiary is an EDB and the EDB dies before the entire interest is distributed under this ten-year rule, the remaining interest must be distributed within ten years after the EDB’s death (i.e., a new ten-year distribution period begins).

Instead of taking distributions under the new ten-year rule, an EDB can stretch distributions over life, or over a period not extending beyond life expectancy, provided that such distributions commence within one year of your death, subject to certain special rules. In particular, if the EDB dies before the remaining interest is distributed under this stretch rule, the remaining interest must be distributed within ten years after the EDB’s death (regardless of whether the remaining distribution period under the stretch rule was more or less than ten years). In addition, if your minor child is an EDB, the child will cease to be an EDB on the date the child reaches the age of majority, and any remaining interest must be distributed within ten years after that date (regardless of whether the remaining distribution period under the stretch rule was more or less than ten years).

If your beneficiary is not an individual, such as a charity, your estate, or in some cases a trust, any remaining interest after your death generally must be distributed under prior law in accordance with the 5-year rule or the at-least-as-rapidly rule, as applicable (but not the lifetime payout rule). However, if your beneficiary is a trust and all the beneficiaries of the trust are individuals, the new law may apply pursuant to special rules that treat the beneficiaries of the trust as designated beneficiaries, including special rules allowing a beneficiary of a trust who is disabled or chronically ill to stretch the distribution of their interest over their life or life expectancy in some cases. You should consult a professional tax adviser about the federal income tax consequences of your beneficiary designations, particularly if a trust is involved.

More generally, the new law applies if you die after 2019, subject to several exceptions. In particular, if your plan is maintained pursuant to one or more collective bargaining agreements, the new law applies to your interest in that plan if you die after 2021 (unless the collective bargaining agreements terminate earlier).

In addition, the new post-death distribution requirements generally do not apply if the IRA owner or employee died prior to January 1, 2020. However, if the designated beneficiary of the deceased IRA owner or employee dies after January 1, 2020, any remaining interest must be distributed within ten years of the designated beneficiary’s death. Hence, this ten-year rule generally will apply to a contract issued prior to 2020 which continues to be held by a designated beneficiary of an IRA or employee who died prior to 2020.

It is important to note that under prior law, annuity payments that commenced under a method that satisfied the distribution requirements while the IRA owner or employee was alive could continue to be made under that method after the death of the IRA owner or employee. Under the new law, however, if you commence taking distributions in the form of an annuity that can continue after your death, such as in the form of a joint and survivor annuity or an annuity with a guaranteed period of more than ten years, any distributions after your death that are scheduled to be made beyond the applicable distribution period imposed under the new law might need to be accelerated at the end of that period (or otherwise modified after your death if permitted under federal tax law and by us) in order to comply with the new post-death distribution requirements.

Certain transition rules may apply. Please consult your tax adviser.

Start Dates for Spousal Beneficiaries. Under the new law, as under prior law, if your beneficiary is your spouse, your surviving spouse can delay the application of the post-death distribution requirements until after your surviving spouse’s death by transferring the remaining interest tax-free to your surviving spouse’s own IRA, or by treating your IRA as your surviving spouse’s own IRA.

The post-death distribution requirements are complex and unclear in numerous respects. The Internal Revenue Service and U.S. Department of the Treasury have issued very little guidance on the new law. In addition, the manner in which these requirements will apply will depend on your particular facts and circumstances. You should consult a professional tax adviser for tax advice as to your particular situation.

The Contract provides that upon your death, a surviving spouse may have certain continuation rights that he or she may elect to exercise for the Contract’s death benefit and any joint-life coverage under an optional living benefit.  All Contract provisions relating to spousal continuation are available only to a person who meets the definition of “spouse” under federal law. The U.S. Supreme Court has held that same-sex marriages must be permitted under state law and that marriages recognized under state law will be recognized for federal law purposes. Domestic partnerships and civil unions that are not recognized as legal marriages under state law, however, will not be treated as marriages under federal law.  Consult a tax adviser for more information on this subject.

Temporary Rules Under the CARES Act

On March 27, 2020, Congress passed and the President signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). Among other provisions, the CARES Act includes temporary relief from certain of the tax rules applicable to IRAs and qualified plans. The scope and availability of this temporary relief may vary depending on a number of factors, including (1) the type of IRA or plan with which the contract is used; (2) whether a plan sponsor implements a particular type of relief; (3) your specific circumstances; and (4) future guidance issued by the Internal Revenue Service and the Department of Labor. You should consult with a tax and/or legal adviser to determine if relief is available to you before taking or failing to take any actions involving the IRA or other qualified contract.

Required Minimum Distributions. The CARES Act waives the requirement to take certain minimum distributions from IRA and defined contribution plans. For example, individuals who reached age 70 ½ before 2020 and were still employed, but terminated employment in 2020, would generally have a 2020 RMD due by April 1, 2021 from their workplace retirement plan.  This RMD is waived as part of the CARES Act relief.

The relief also applies both to lifetime and post-death minimum distributions due in 2020. In that regard, the CARES Act also provides that if the post-death five-year rule described above under “Required Distributions Upon Death” applies, the five-year period is determined without regard to calendar year 2020. It is unclear whether this special exception extends to the ten-year period also described above under that same heading.

Distributions. The CARES Act made it easier to access savings in IRAs and workplace retirement plans for those affected by the coronavirus.  This relief provided favorable tax treatment for certain withdrawals from retirement plans and IRAs, including expanded loan options.  While the CARES Act provides for special federal tax treatment for coronavirus-related distributions from IRAs and most types of qualified retirement plans, this favorable tax treatment may not apply for state and local tax purposes.  You should consult a professional tax adviser for tax advice as to your particular situation.

Withholding

Any taxable distributions under the contract are generally subject to withholding. Federal income tax withholding 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. Withholding is mandatory, however, if the distributee fails to provide a valid taxpayer identification number, if we are notified by the IRS that the taxpayer identification number we have on file is incorrect, or if the payment is made outside of the U.S. Regardless of whether you elect to have federal income tax withheld, you are still liable for payment of federal income tax on the taxable portion of the payment.

Non-Resident Aliens. If you or your designated beneficiary is a non-resident alien, withholding will generally be 30% based on the individual’s citizenship, the country of domicile and tax treaty status.

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 tax and/or legal adviser regarding the potential tax effects of such a transaction.

Same-Sex Marriages

The contract provides that upon your death a surviving spouse may have certain continuation rights that he or she may elect to exercise for the contract’s death benefit and any joint-life coverage under a living benefit. All contract provisions relating to spousal continuation are available only to a person who meets the definition of “spouse” under federal law. U.S. Treasury Department regulations provide that for federal tax purposes, the term “spouse” does not include individuals (whether of the opposite sex or the same sex) who have entered into a registered domestic partnership, civil union, or other similar formal relationship that is not denominated as a marriage under the laws of the state where the relationship was entered into, regardless of domicile. As a result, if a beneficiary of a deceased owner and the owner were parties to such a relationship, the beneficiary will be required by federal tax law to take distributions from the contract in the manner applicable to non-spouse beneficiaries and will not be able to continue the contract. Please consult your tax and/or legal adviser for further information about this subject.

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 and/or legal adviser with respect to legislative developments and their effect on the contract.

Taxation of the Company

We are taxed as a life insurance company under the Tax Code. We own 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 other than state premium taxes.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

The expenses in connection with issuance and distribution of the securities to be registered, other than underwriting discounts and commissions, are as follows Except for the Securities and Exchange Commission Filing Fee, all amounts shown are estimates):

Securities and Exchange Commission Registration Fees	$1 47 . 6 0
Federal Taxes	$0
State Taxes and Fees	$0
Trustees’ and Transfer Agents’ Fees	$0
Printing and Engraving	$0
Accounting Fees and Expenses	$5,000
Legal Fees and Expenses	$0
Engineering Fees	$0
Total Expenses	$5,1 47 . 6 0

Item 15.  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(2); (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, Voya Financial, Inc. maintains Professional Liability and Fidelity bond, Employment Practices liability and Network Security insurance policies issued by an international insurer. The policies cover Voya Financial, Inc. and any company in which Voya Financial, Inc. has a controlling financial interest of 50% or more. The policies cover the funds and assets of the principal underwriter/depositor under the care, custody and control of Voya Financial, 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 (a.k.a. “Financial Institutional Bond”) and Network Security (a.k.a. “Cyber/IT”).

Section 20 of the Voya Financial Partners, LLC Amended and Restated Limited Liability Company Agreement executed as of June 30, 2016 provides that Voya Financial Partners, 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 Voya Financial Partners, LLC, as long as he acted in good faith on behalf of Voya Financial Partners, 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.

Insofar as indemnification for liability 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 of 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.

Item 16.  Exhibits

(1)	Exhibits
	(i)	Principal Underwriting Agreement, effective as of the 17th day of November, 2006, by and between ING Life Insurance and Annuity Company, on its own behalf and on behalf of other Accounts (as defined therein), and ING Financial Advisers, LLC.
(4)	(i)	Modified Single Premium Deferred Annuity Contract (5 year) (Form No. IU-IA-3089).
	(ii)	Modified Single Premium Deferred Annuity Contract (7 year) (Form No. IU-IA-3090).
	(iii)	IRA Endorsement (IU-RA-4021).
	(iv)	Roth IRA Endorsement (IU-RA-4022).
	(v)	Name Change Endorsement (EVNMGHC (09/14)).
(5)		Opinion as to Legality.
(23)	(i)	Consent of Independent Registered Public Accounting Firm.
	(ii)	Consent of Legal Counsel (included in Exhibit (5) above).
(24)	(i)	Powers of Attorney (included on the Signature Page of this Registration Statement).

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

Item 17.Undertakings

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

(a)Rule 415 offerings:

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

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

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

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

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

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

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

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

(b) Filings incorporating subsequent Exchange Act documents by reference:  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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.

(c) Not applicable

(d) Not applicable

(e) Not applicable

(f) Not applicable

(g) Not applicable

(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.

(i) Not applicable

(j) Not applicable

(k) Not applicable

(l) Not applicable

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Windsor, State of Connecticut, on this 17th day of April, 202 4 .
	By:	VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
		(Depositor
	By:	/s/ Robert L. Grubka
		Robert L. Grubka President (principal executive officer)
As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Each person whose signature appears below hereby constitutes and appoints Andrea Nelson such person’s true and lawful attorneys and agents with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign for such person and in such person’s name and capacity indicated below, any and all amendments to this Registration Statement, hereby ratifying and confirming such person’s signature as it may be signed by said attorney(s) to any and all amendments (pre-effective and post-effective amendments).

Signature	Title	Date
/s/ Robert L. Grubka	Director and President	3 /18/202 4
Robert L. Grubka	(principal executive officer)
/s/   Mona M. Zielke	Director	3 /2 3 /202 4
Mona M. Zielke
/s/ Michael R. Katz	Director and Chief Financial Officer	3 /1 3 /202 4
Michael R. Katz	(principal executive officer)
/s/ Francis G. O’Neill	Director	3/10 /202 4
Francis G. O’Neill
/s/   Amelia J. Vaillancourt	Director	3/ 14 /202 4
Amelia J. Vaillancourt
/s/ Youssef A. Blal	Director	3/1 5 /202 4
Youssef A. Blal
/s/ Tony D. Oh	Chief Accounting Officer	3/12 /202 4
Tony D. Oh	(principal accounting officer)
/s/   Neha V. Jain	Director	3/28/2024
Neha V. Jain

EXHIBIT INDEX
Exhibit No.	Exhibit
16(1)(i)	Principal Underwriting Agreement, effective as of the 17th day of November, 2006, by and between ING Life Insurance and Annuity Company, on its own behalf and on behalf of other Accounts (as defined therein), and ING Financial Advisers, LLC
16(4)(i)	Modified Single Premium Deferred Annuity Contract (5 year) (Form No. IU-IA-3089)
16(4)(ii)	Modified Single Premium Deferred Annuity Contract (7 year) (Form No. IU-IA-3090)
16(4)(iii)	IRA Endorsement (IU-RA-4021).
16(4)(iv)	IRA Endorsement (IU-RA-4022).
16(4)(v)	Name Change Endorsement (EVNMGHC (09/14))
16(5)	Opinion as to Legality.
16(23)(i)	Consent of Independent Registered Public Accounting Firm.
16(23)(ii)	Consent of Legal Counsel (included in Exhibit (5) above).
16(24)(i)	Powers of Attorney (included on the Signature Page of this Registration Statement).

EX-FILING FEES

EX-FILING FEE

Calculation of Filing Fee Table

FORM S-3

(Form Type)

Voya Retirement Insurance and Annuity Company

(Exact Name of Registrant as Specified in its Charter)

Newly Registered and Carry-Forward Securities

Security Type

Security Class Title1

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit2

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered and Carry Forward Securities

Fees to Be Paid

Other

Other

457(o)

1,000,000

Not applicable

$1,000,000

$147.60 per million shares

$147.60

Fees Previously Paid3

Other

Other

Not Applicable

1,000,000

Not applicable

$1,000,000

$109.10 per million shares

$109.10

Not applicable

Not applicable

Not applicable

Not applicable

Total Offering Amounts

Not applicable

$147.60

Total Fees Previously Paid

$

Total Fee Offsets

Net Fee Due

$147.60

Explanations Related to Table Above:

¹ There is only a single class of the market value adjustment securities registered on this Form S-3.

² Not applicable because market value adjustment securities are sold based on dollars invested, rather than based on a price per unit.

³ This registration statement does not include unsold securities previously registered under the Securities Act of 1933 (“Securities Act”) on Form S-3 (File No. 333-255015) filed by the Registrant on April 2, 2021 (“Prior Registration Statement”).

EX-16.(1)(I)

PRINCIPAL UNDERWRITING AGREEMENT

THIS UNDERWRITING AGREEMENT (“Agreement”) is effective as of the 17th day of

November, 2006, by and between ING Life Insurance and Annuity Company (“ILIAC”), on its own behalf

and on behalf of its nonunitized separate accounts for modified guaranteed annuity contracts (“MGA

Accounts”), and on behalf of Variable Annuity Accounts B, C, F, G and I, Separate Account D, and Variable

Life Accounts B and C (separate accounts of ILIAC (Variable Annuity Accounts B, C, F, G and I, Separate

Account D and Variable Life Accounts B and C hereinafter collectively referred to as the “Accounts”)), and

ING Financial Advisers, LLC (the “Underwriter”).

WHEREAS, the Accounts were established under Connecticut law as separate accounts of ILIAC

pursuant to authority granted by resolutions of ILIAC’s Board of Directors dated October 18, 1976, as

amended June 17, 1992 and January 1, 1997 and as further amended on November 15, 1993 (as regards

Variable Annuity Accounts B, C, G and Separate Account D), and June 18, 1986 (as regards Variable Life

Account B), May 31, 1994 as regards the establishment of Variable Annuity Account I (formerly Variable

Annuity Account I of ING Insurance Company of America), August 31, 1999 (as regards Variable Life

Account C), and September 24, 2004 (as regards Separate Account D);

WHEREAS, the Accounts will maintain the net proceeds of and reserves for certain variable

annuity contracts issued by ILIAC, and ILIAC’s MGA Accounts will receive the purchase payments under

certain modified guaranteed annuity contracts issued by ILIAC (collectively the “Contracts);

WHEREAS, ILIAC has registered the Accounts as unit investment trusts under the Investment

Company Act of 1940 and has registered or will register the Contracts for sale under the Securities Act of

1933 (where such registration is required by law); and

WHEREAS, ILIAC, the Accounts, and the MGA Accounts desire to have the Contracts sold

through the Underwriter, and the Underwriter is willing to provide for the sale of the Contracts under the

terms stated herein.

NOW THEREFORE, in consideration of their mutual promises the parties hereto agree as follows:

1. Principal Underwriter

ILIAC appoints the Underwriter as, and the Underwriter agrees to serve as, principal underwriter of

the Contracts during the term of this Agreement. The Underwriter agrees to use its best efforts to

provide for

1

the solicitation of applications for the Contracts, and to undertake at its own expense to provide all sales services

relative to the Contracts and to perform otherwise all duties and functions that are necessary and proper for the

distribution of the Contracts.

2. Sales Agreements

The Underwriter is hereby authorized to enter into written sales agreements with other broker-dealers for the sale of

the Contracts on terms and conditions not inconsistent with and subject to this Agreement.

3. Registration and Responsibility of Underwriter

The Underwriter represents that it is registered as a broker-dealer with the SEC under the Securities Exchange Act of

1934 and is a member of the National Association of Securities Dealers, Inc. ("NASD") and shall be registered if

necessary or otherwise appropriately qualified under the securities laws of any state or other jurisdiction. The

Underwriter shall be responsible for carrying out its sales and underwriting obligations hereunder in compliance with

the NASD Rules of Fair Practice and federal and state securities laws and regulations. In this connection, the

Underwriter agrees that it shall be responsible for ensuring that any organization with which it enters into a sales

agreement for the sale of the Contracts, and such organization's agents or representatives, are duly and appropriately

licensed, registered, appointed and otherwise qualified to offer and sell the Contracts under the federal securities

laws and any applicable securities and insurance laws of each state or other jurisdiction in which the Contracts may

be lawfully sold and in which ILIAC is licensed to sell the Contracts.

4. Control and Responsibility

ILIAC shall have ultimate control and responsibility of the functions that it has delegated. ILIAC shall own and have

custody of its general corporate accounts and records.

5. Administrative Services, Books, Records and Reports

The Underwriter shall cause to be maintained and preserved for the periods prescribed such accounts, books and

other documents as are required of it by the Investment Company Act of 1940 and any other applicable laws and

regulations. The books, accounts and records of ILIAC, the Accounts and the Underwriter as to all transactions

effected in accordance with this Agreement shall be maintained so as to clearly and accurately disclose the nature

and details of such transactions, including the sale of Contracts and payment of commissions and service fees by

ILIAC. The Underwriter shall furnish

2

ILIAC with such reports as it may reasonably request for the purpose of meeting its reporting and record keeping

requirements in accordance with applicable laws and regulations.

6. Fiduciary Capacity

Underwriter agrees that any purchase payments it receives for the Contracts will be held in a fiduciary capacity and

agrees to transfer any such amount to ILIAC within three business days.

7. Compensation to Underwriter

ILIAC will pay the Underwriter for services rendered hereunder as billed by the Underwriter and agreed to by

ILIAC. Underwriter agrees that reimbursement shall be limited to actual expenses.

8. Non Exclusivity

The services of the Underwriter to the Accounts hereunder are not to be deemed exclusive and the Underwriter

shall be free to render similar services to others as long as its services provided hereunder are not impaired or

interfered with thereby.

9. Non Assignability

This Agreement shall be nonassignable by the parties hereto.

10. Amendment

This Agreement shall be amended only by written agreement of the parties hereto.

11. Term

This Agreement shall be effective on the seventeenth day of November, 2006, and shall end on the sixteenth day of

November, 2009; provided however, that this Agreement shall be automatically renewed on the seventeenth day of

November of each calendar year thereafter for a twelve-month period under the same terms and conditions, subject

to the provisions for termination set forth herein.

12. Termination

(a) This Agreement may be terminated by either party hereto for any reason upon 60 days’ written notice to the

other party.

(b) This Agreement may be terminated upon written notice of one party to the other party hereto in the event of

bankruptcy or insolvency of such party to which notice is given.

(c) This Agreement may be terminated at any time upon the mutual written consent of the parties hereto.

(d) Upon termination of this Agreement, all authorizations, rights and obligations shall cease except the

obligations to settle accounts hereunder, including payment of contributions subsequently received for

Contracts in effect at the time of termination or issued pursuant to applications received by ILIAC prior to

termination.

13. Applicable Law

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of

Connecticut.

14. Severabilitv

If any provision of this Agreement shall be held or made invalid by a court, statute, rule or otherwise, the remainder

of this Agreement shall not be affected thereby.

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be signed by their

respective officials thereunder duly authorized and seals to be affixed as of the day and year first above

written.

ING LIFE INSURANCE AND ANNUITY COMPANY

By: _____ /s/ Brian D. Comer____________________

Title: _________President________________________

Date: _________November 13, 2006________________

ING LIFE INSURANCE AND ANNUITY COMPANY,

ON BEHALF OF ITS VARIABLE ANNUITY

ACCOUNTS B, C, F, G and I, SEPARATE ACCOUNT D and

VARIABLE LIFE ACCOUNTS B AND C

By: ______/s/ Brian D. Comer_____________________

Title: _____President_____________________________

Date: _____November 13, 2006____________________

ING FINANCIAL ADVISERS, L.L.C.

By: ____/s/ Richard R. Barhorst___________________

Title: _____President_____________________________

Date: _____November 13, 2006____________________

4

EX-16.(4)(I)

Exhibit 16(4)(i):  Modified Single Premiuim Deferred Annuity Contract (5 year) (Form No. IU-IA-3089)

ING Life Insurance and Annuity Company

[Windsor, Connecticut]

[Customer Service Center		Important terms and definitions used in this
P.O. Box 10450		Contract appear on page 4.
909 Locust Street
Des Moines, Iowa 50306-0450]
[1-888-854-5950]
Product Name		Contract Number
[ING Select Multi-Index 5]		[R123456]
Annuitant(s)	Age of Annuitant(s)	Sex of Annuitant(s)
[Thomas J. Doe]	[55]	[Male]
Owner/Joint Owner	Age of Owner/Joint Owner	Residence State
[John Q. Doe]	[35]	[Connecticut]
Contract Date	Issue State
[July 1, 2009]	[Connecticut]
Initial Premium
[$15,000.00]
Maturity Date	Annuity Plan
[July 1, 2039]	[Payments for Life with 10 Year Period Certain]

MODIFIED SINGLE PREMIUM DEFERRED ANNUITY CONTRACT

In this Contract "you" or "your" refers to the Owner shown above. "We," "our," or "us" refers to ING Life Insurance and Annuity Company.

READ THIS CONTRACT CAREFULLY. This is a legal contract between you and us.

RIGHT TO EXAMINE AND RETURN THIS CONTRACT

You may return this Contract by mailing or delivering it to our Customer Service Center at the address shown above or to the producer through whom you purchased it within twenty days (or thirty days if this is a replacement contract as defined by applicable state regulation) after the date you receive it. If so returned, we will promptly pay you any portion of the Premium paid and not previously Surrendered as of the date the returned Contract is received by us. If you are unsure whether your Contract is a replacement contract, please contact us at our Customer Service Center at the phone number or address set forth above.

WE WILL PROVIDE YOU WITH ADDITIONAL INFORMATION REGARDING THE BENEFITS AND PROVISIONS OF THIS CONTRACT UPON WRITTEN REQUEST. YOU MAY ALSO CALL OUR CUSTOMER SERVICE CENTER AT [1-888-854-5950] FOR INQUIRIES, INFORMATION OR ASSISTANCE.

     Cash Surrender Values may increase based on the Strategy you have selected. You may allocate your Premium between the Fixed Rate Strategy and the Point-to-Point Cap Index Strategy. Under the Point-to-Point Cap Index Strategy contract values are affected by the performance of an external index, but the Contract does not directly participate in such external index or other equity investments.

The initial interest rate for the Fixed Rate Strategy is guaranteed for one year only.

If you Surrender all or a portion of the Accumulation Value of the Contract, Surrender Charges may apply. Surrender Charges, when applied, will reduce the amount paid to you. Surrender Charges will not apply under certain conditions (see Section 6.3).

This Contract is non-participating which means it will not pay dividends resulting from any of the surplus or earnings of ING Life Insurance and Annuity Company.

IU-IA-3089

TABLE OF CONTENTS

		Page
1. CONTRACT SCHEDULE		3
2. IMPORTANT TERMS AND DEFINITIONS		4
3. INTRODUCTION TO THE CONTRACT
3.1	The Contract	7
3.2	The Owner	7
3.3	The Annuitant	7
3.4	The Beneficiary	7
4. PREMIUMS
4.1	Premiums	9
4.2	Allocating Strategies	9
5. STRATEGIES
5.1	Strategies	10
5.2	Fixed Rate Strategy	10
5.3	Point-to-Point Cap Index Strategy	11
6. CONTRACT VALUES
6.1	The Accumulation Value	12
6.2	The Cash Surrender Value	12
6.3	Charges	12
7. CONTRACT BENEFITS
7.1	Contract Surrender	13
7.2	The Death Benefit	13
7.3	Annuity Payments	14
8. OTHER IMPORTANT INFORMATION
8.1	Annual Report to Owner	17
8.2	Assignment	17
8.3	Misstatement Made by Owner in Connection with the Purchase of this Contract	17
8.4	Payments We May Defer	17
8.5	Incontestability	17
8.6	Basis of Computation	17
8.7	Rules for Interpreting this Contract	17

8.8 Non-Waiver 17

IU-IA-3089


2

	1. CONTRACT SCHEDULE
A. Charges
Surrender Charge Schedule:
Contract Year	1	2	3	4	5	6+
Surrender Charge Percentage	8%	7%	6%	5%	4%	0%
See Section 6.3 for details
B. Available Strategies and Indexes
Fixed Rate Strategy
Initial Premium applied to this Strategy						[$7,500]
Premium Allocation Percentage of Initial Premium						[50%]
Initial Fixed Rate Strategy Interest Rate						[3.00%]
Minimum Guaranteed Interest Rate						1.0%
Point-to-Point Cap Index Strategy
Initial Premium applied to this Strategy						[$7,500]
Premium Allocation Percentage of Initial Premium						[50%]
			Percentage of
	Initial Premium		Initial Premium			Initial
Index	Allocated to Each Index		Allocated to Each Index		Index Cap*
[1 S&P 500]	[$3,750.00]			[25.0%]		[6.0%]
[2 Dow Jones EURO STOXX 50® Index]	[$3,750.00]			[25.0%]		[5.5%]
[3 Insert Index Name]	[$0.00]			[0.0%]		[0.0%]
[4 Insert Index Name]	[$0.00]			[0.0%]		[0.0%]

*Any Index Cap declared in the future will never be less than 2% and will never exceed 100%

[¹“Standard & Poor’s^®”, “S&P^® “, “S&P 500^® “, “Standard & Poor’s 500”, and “500” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by ING Life Insurance and Annuity Company. The product is not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's makes no representation regarding the advisability of investing in the product.]

[²STOXX and Dow Jones (“Licensors”) have no relationship to the Company, except the licensing of the Dow Jones EURO STOXX 50^® Index, (the “Index”) and related trademarks for use with this fixed annuity Contract (the “Contract”). Licensors do not: sponsor, endorse, sell, promote or recommend the Contract; have any responsibility or liability for, or make any decisions on pricing administration, management or marketing of the Contract; or consider the needs of the Contract or its Owners in determining, composing or calculating the Index or have any obligation to do so.

Licensors will not have any liability in connection with the Contract. Specifically, Licensors do not make any warranty, express or implied and disclaim any and all warranty about: the results to be obtained by the Contract, the Contract Owner or any other person in connection with the use of the Index and the data included in the Index; accuracy or completeness of the Index and its data; merchantability and fitness for a particular purpose or use of the Index and its data; or have any have liability for any errors, omissions or interruptions in the Index or its data; Under no circumstances will Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if Licensors knows that they might occur.

The licensing agreement between the Company and Licensors is solely for their benefit and not for the benefit of the Contract Owners or any other third parties.] [³Insert Index Trademark Language] [⁴Insert Index Trademark Language]

IU-IA-3089

3

1. CONTRACT SCHEDULE (cont.)

C.      Minimum Guaranteed Contract Value

The Minimum Guaranteed Contract Value equals the greater of:

(1)	The sum of the Minimum Guaranteed Strategy Value of each Strategy; or
(2)	100% of the Premium, less premium taxes, if applicable, less:
	(a)	Any Surrenders of Accumulation Value; plus
	(b)	Interest credited and compounded daily in a manner to yield the annual rate of 1.00%; less
	(c)	Any Surrender Charges.
D. Minimum Guaranteed Strategy Value
				Point-to-Point Cap
			Fixed Rate Strategy	Index Strategy
Initial Minimum Guaranteed Strategy Value Rate:			[3.00%]	[2.00%]

The Minimum Guaranteed Strategy Value of each Strategy equals:

(1)	87.5% of the Premium allocated to the Strategy, less premium taxes, if applicable; plus
(2)	Reallocations into that Strategy; less
(3)	Reallocations and Surrenders taken from Accumulation Value in that Strategy; plus
(4)	Interest credited and compounded daily in a manner to yield the applicable Minimum Guaranteed Strategy Value Rate.

The initial Minimum Guaranteed Strategy Value Rates shown above are set on the Contract Date and will not change for the first five Contract Years. On the fifth Contract Anniversary and on each Contract Anniversary thereafter, the Minimum Guaranteed Strategy Value Rates for all Strategies will be set equal to the average of the five-year Constant Maturity Treasury Rate for each day that it is reported by the Federal Reserve during the month of October in the calendar year preceding the calendar year of the Contract Anniversary, less 1.25% for the Fixed Rate Strategy and less 2.25% for the Point-to-Point Cap Index Strategy. The Minimum Guaranteed Strategy Value Rate for both the Fixed Rate Strategy and the Point-to-Point Cap Index Strategy will be rounded to the nearest 0.05% and will not be greater than 3.0% or less than 1.0%.

E. Reallocations and Surrender Adjustments

A Reallocation of Accumulation Value will result in a pro-rata Reallocation of the Minimum Guaranteed Strategy Value in the same proportion as the Accumulation Value being reallocated bears to the total Accumulation Value of the Strategy and applicable Index, if any, attributable to the Allocation Anniversary.

Surrender of Accumulation Value from any Strategy will result in a dollar for dollar reduction of the

Minimum Guaranteed Strategy Value of that Strategy equal to the amount of the Accumulation Value Surrendered (excluding the amount of any Surrender Charges deducted, if any).

F. Attached Endorsements [Form numbers and name of all attached Endorsements] [Endorsement price if separate identified cost]

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2. IMPORTANT TERMS AND DEFINITIONS

Accumulation Value is defined in Section 6.1.

Additional Premium means any payment, other than the Initial Premium, made by you and accepted by us for this Contract.

Allocation means apportioning your Premium among available Strategies and Indexes, if applicable.

Allocation Anniversary means the same date as the applicable Allocation Date each year. If the Allocation Date is February 29^th, in non-leap years the Allocation Anniversary shall be March 1^st.

Allocation Date means the date on which the Initial Premium, Reallocation or Additional Premium, as applicable, is allocated to any specific Strategy or Index.

Allocation Year means the period beginning on an Allocation Anniversary and ending on the day before the following Allocation Anniversary.

The Annuitant is designated by you as the individual upon whose life Annuity Payments will be based. There may be two Annuitants. The Annuitant(s) on the Contract Date are shown on the first page of this Contract. See Section 3.3 for additional details.

Annuity Payments are periodic payments made by us to you or, subject to our consent in the event the payee is not a natural person, to a payee designated by you.

The Annuity Plan is an option elected by you (or, if none is elected, is the option as described in Section 7.3) that determines the frequency, duration and amount of the Annuity Payments.

Beneficiary means the individual or entity you select to receive the Death Benefit.

Business Day means any day that the New York Stock Exchange ("NYSE") is open for trading, exclusive of federal holidays, or any day the Securities and Exchange Commission ("SEC") requires that mutual funds, unit investment trusts or other investment portfolios be valued.

The Cash Surrender Value is the amount you receive upon full Surrender of this Contract. See Section 6.2 for additional details.

Code means the Internal Revenue Code of 1986, as amended.

Company Death Benefit Rate means the effective annual interest rate that we will credit to the Death Benefit from the date of death until the Death Benefit is paid. See Section 7.2 for additional details.

The Contingent Annuitant is the individual who is not an Annuitant and will become the Annuitant if all named Annuitants die prior to the Maturity Date and the Death Benefit is not otherwise payable.

Contract means this Modified Single Premium Deferred Annuity Contract.

The Contract Anniversary is the same day and month each year as the Contract Date. If the Contract Date is February 29th, in non-leap years the Contract Anniversary shall be March 1^st.

Contract Date means the date on which this Contract becomes effective. The Contract Date is shown on the first page of this Contract.

A Contract Year is the period beginning on a Contract Anniversary (or, in the first Contract Year only, beginning on the Contract Date) and ending on the day preceding the next Contract Anniversary.

The Death Benefit is the amount payable to the Beneficiary upon death of any Owner (or, if the Owner is not a natural person, upon the death of any Annuitant) prior to the Maturity Date.

Endorsements are attachments to this Contract that add, change or supersede its terms or provisions.

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Extended Medical Care means confinement in a Hospital or Nursing Home prescribed by a Qualifying Medical Professional.

Fixed Rate Strategy is the Strategy that applies the declared Fixed Rate Strategy Interest Rate to the applicable Premium or Reallocation of Accumulation Value. See Section 5.2 for additional details.

Fixed Rate Strategy Interest Rate is the declared annual interest rate applicable to the Fixed Rate Strategy. The Fixed Rate Strategy Interest Rate is declared annually and in advance and is guaranteed for one year unless the Premium or Reallocation of Accumulation Value is reallocated to another strategy. The Fixed Rate Strategy Interest Rate shall be declared in our discretion and it will be at least equal to the Fixed Rate Strategy Minimum Guaranteed Interest Rate shown on the Contract Schedule.

Hospital or Nursing Home means a hospital or a skilled care or intermediate care nursing facility, operating as such according to applicable law and at which medical treatment is available on a daily basis. This does not include a rest home or other facility whose primary purpose is to provide accommodations, board, or personal care services to individuals who do not need medical or nursing care.

Index means an index applicable to the Point-to-Point Cap Index Strategy. See Section 5.3 for additional details.

Index Cap means the maximum Index Credit that may be applied at the end of each Indexing Period. It is declared annually in advance and is guaranteed for one year unless that Premium or Reallocation is reallocated to another Strategy or Index.

Index Credit means the rate credited to each Premium and Reallocation of Accumulation Value allocated to the Point-to-Point Cap Index Strategy and is based on the performance of the applicable Index as measured over the Indexing Period.

Index Number means the value of the Index. It excludes any dividends that may be paid by the firms that comprise the Index.

Indexing Period means the period over which the Index Cap is guaranteed and the Index Credit is calculated.

The Initial Premium is the payment made by you to us to put this Contract into effect.

An Irrevocable Beneficiary is a Beneficiary whose rights and interests under this Contract cannot be changed without his, her or its consent.

A Joint Owner is an individual who, along with another individual Owner, is entitled to exercise the rights incident to ownership. Both Joint Owners must agree to any change or the exercise of any rights under the Contract. The Joint Owner may not be an entity and may not be named if the Owner is an entity. The Joint Owner, if any, on the Contract Date is shown on the first page of this Contract. See Section 3.2 for additional details

Maturity Date means the date shown on the first page of this Contract. As long as this Contract is still in force on the Maturity Date, the Proceeds are used to determine the amount paid under the Annuity Plan chosen. The Maturity Date shall be the Contract Anniversary following the oldest Annuitant's attainment of age 85.

Minimum Guaranteed Contract Value is the minimum amount payable upon a full Surrender, at the Maturity Date or which would be payable as a Death Benefit. The Minimum Guaranteed Contract Value is defined in the Contract Schedule.

Minimum Guaranteed Interest Rate is the minimum interest rate that can be credited under the Fixed Rate Strategy. The Minimum Guaranteed Interest Rate is set forth in the Contract Schedule.

Minimum Guaranteed Strategy Value is the minimum value of any Strategy and is utilized only in the calculation of the Minimum Guaranteed Contract Value. The Minimum Guaranteed Strategy Value for each Strategy is defined in the Contract Schedule.

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Minimum Guaranteed Strategy Value Rates are the rates which are utilized to determine the Minimum Guaranteed Strategy Value for each Strategy. The initial Minimum Guaranteed Strategy Value Rates are set forth in the Contract Schedule.

Notice to Us means notice made in a form that: (1) is approved by or is acceptable to us; (2) has the information and any documentation we determine in our discretion to be necessary to take the action requested or exercise the right specified; and (3) is received by us at our Customer Service Center at the address specified on the first page of this Contract. Under certain circumstances, we may permit you to provide Notice to Us by telephone or electronically.

The Owner is the individual (or entity) who is entitled to exercise the rights incident to ownership. The terms "you" or "your," when used in this Contract, refer to the Owner. The Owner on the Contract Date is shown on the first page of this Contract. See Section 3.2 for additional details.

Point-to-Point Cap Index Strategy is the Strategy that credits interest to the applicable Premium or Reallocation of Accumulation Value based on the Index Change, as defined in Section 5.3, of the Index over the Indexing Period. See Section 5.3 for additional details.

Premium means collectively the Initial Premium and any Additional Premium.

Premium Allocation Percentage means the percentage of Premium allocated into any specific Strategy.

Proceeds means the greater of the Minimum Guaranteed Contract Value or the Accumulation Value.

Proof of Death means the documentation we deem necessary to establish death including, but not limited to: (1) a certified copy of a death certificate; (2) a certified copy of a statement of death from an attending physician; (3) a finding of a court of competent jurisdiction as to the cause of death; (4) or any other proof that we deem in our discretion to be satisfactory to us.

Qualifying Medical Professional means a legally licensed practitioner of the healing arts who: (1) is acting within the scope of his or her license; (2) is not a resident of your household or that of the Annuitant; and (3) is not related to you or the Annuitant by blood or marriage.

Reallocation means changing the Strategy and/or Index applicable to a portion or all of the Accumulation Value.

The Right to Examine and Return This Contract is the period of time during which you have the right to return the Contract for any reason, or no reason at all, and receive the payment as described in the Right to Examine and Return This Contract provision appearing on the first page of this Contract.

Strategy means any interest crediting strategy available under this Contract, as defined in Section 5.

A Surrender is a transaction in which all or a part of the Accumulation Value is taken from the Contract.

A Surrender Charge is a charge applied to certain full or partial Surrenders during the first five Contract Years and will reduce the amount paid to you. See Section 6.3 for additional details.

The Surrender Charge Free Amount equals 10% of the Contract's Accumulation Value as determined on the date of the first partial Surrender during the Contract Year. This is the amount you may Surrender without any Surrender Charge.

Terminal Condition means an illness or injury that results in a life expectancy of twelve months or less, as measured from the date of diagnosis by a Qualifying Medical Professional.

"We," "our," or "us," when used in this Contract, refers to ING Life Insurance and Annuity Company, a stock company domiciled in Connecticut.

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3. INTRODUCTION TO THE CONTRACT

3.1 The Contract

This Contract and any attached application, amendments, or Endorsements constitute the entire contract between you and us. It is issued in consideration of the Initial Premium.

Only our President, a Vice President or Secretary is authorized to change or modify any of this Contract's terms, provisions or requirements. Any such change must be in writing. We may make changes to this Contract if required by law, including any changes necessary to continue to qualify such Contract as an annuity contract under applicable law. An Endorsement added to comply with applicable law does not require your consent but is subject to regulatory approval. Any such changes will apply uniformly to all contracts that are affected.

The provisions of this Contract shall, in all events, be construed to comply with applicable U.S. federal income tax requirements including the requirements of Section 72(s) of the Code.

3.2 The Owner

The Owner owns the Contract and is entitled to exercise the rights incident to ownership. You are the Owner of this Contract. There may be Joint Owners; however, if there is more than one Owner, both Owners must agree to any change or exercise of the rights under this Contract.

You may change the ownership of this Contract at any time prior to the Maturity Date. Any change, addition or deletion of an Owner is treated as a change of ownership. To change ownership, you must provide Notice to Us of such change. Change of ownership will take effect as of the date we receive Notice to Us.

3.3 The Annuitant

The Annuitant is the individual upon whose life the Annuity Payments are based. The Annuitant must be a natural person and is designated by you at the time this Contract is issued and cannot be changed. There may be two Annuitants.

In addition to the Annuitant, you may also name a Contingent Annuitant. The Contingent Annuitant cannot be changed while he or she is living.

If at the time of any Annuitant's death the Owner is not a natural person, the death of such Annuitant prior to the Maturity Date will be treated as the death of an Owner as described in Section 7.2.

If the Annuitants are not the Owners and all Annuitants die prior to the Maturity Date (and no Contingent

Annuitant is named) and the Owner is a natural person, we will treat you or, if there are Joint Owners, the youngest Owner, as the Annuitant if such youngest Owner has not attained age 85 as of the date of the Annuitant's death. Otherwise you must name an individual as an Annuitant who has not attained age 85.

3.4 The Beneficiary

The Beneficiary is an individual or entity designated by you to receive the Death Benefit. A Beneficiary’s status may be changed at any time prior to the Maturity Date unless you designate such Beneficiary as an Irrevocable Beneficiary. An Irrevocable Beneficiary cannot be changed without the consent of the Irrevocable Beneficiary. You may designate one or more (i) primary Beneficiaries and (ii) contingent Beneficiaries. These classes set the order under which the Death Benefit is paid. If all the primary Beneficiaries die before any Owner (or, if the Owner is not a natural person, any Annuitant), the contingent Beneficiary shall take the place of, and be deemed to be, the primary Beneficiary, and the Death Benefit will be paid to the contingent Beneficiary. If there are multiple Beneficiaries, the Death Benefit shall be paid in equal shares to all Beneficiaries in the same class (primary or contingent, as applicable) unless you provide Notice to Us directing otherwise.

If there are Joint Owners, at the death of the first Owner, any surviving Owner shall take the place of, and be deemed to be, the primary Beneficiary. This will override any other Beneficiary designation.

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If there is a single natural Owner and all Beneficiaries die before the Owner, or if no Beneficiary has been designated at the time of the Owner’s death, the Owner’s estate will be deemed to be the primary Beneficiary.

If the Owner is not a natural person and all Beneficiaries die before any Annuitant, or if no Beneficiary has been designated at the time of any Annuitant's death, the Owner will be deemed to be the primary Beneficiary.

We will deem any Beneficiary to have predeceased the Owner if: (1) such Beneficiary died at the same time as the Owner;

(2) such Beneficiary died within twenty-four hours after the Owner's death; or

(3) there is not sufficient evidence to determine that the Beneficiary and Owner died other than at the same time.

To make a Beneficiary change, you must provide Notice to Us. Unless you specify otherwise, such change cancels any existing Beneficiary designations in the same class (primary or contingent) and will take effect as of the date Notice to Us is received.

The rights of any Beneficiary (if a natural person), including an Irrevocable Beneficiary, will end if he or she dies prior to the Owner and will pass to any other Beneficiary (which, if a natural person, must be then living) as described in this Section 3.4 unless you provide Notice to Us directing otherwise.

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4. PREMIUMS

4.1 Premiums

The Initial Premium for this Contract is required to put this Contract into effect. The amount of the Initial Premium is shown on the first page of this Contract.

We retain the right, in our sole discretion, to refuse to accept any Additional Premium. Subject to our right to refuse and return any Additional Premium, you may pay Additional Premiums prior to the first Contract

Anniversary.

Any Additional Premium must be received at our Customer Service Center at the address shown on the first page of this Contract and are subject to the following limitations: (1) Each payment of Additional Premium must be at least $5,000.

(2) The sum of all Premiums paid or the Accumulation Value under all annuity contracts you have with us, including this Contract, is less than $1,000,000.

4.2 Allocating Strategies

You select the Strategy and Index, if applicable, to which to allocate your Premiums from among those offered by us. Your selection of Strategy and Index, if applicable, for any Additional Premium payments will be at the same Premium Allocation Percentage as your Initial Premium, unless you provide Notice to Us directing otherwise. You may reallocate all or a portion of the Accumulation Value, attributable to that Allocation Anniversary in any Strategy and/or Index to any other available Strategy and/or Index by providing Notice to Us. You may do so only during the 30-day period following an Allocation Anniversary. No Surrender Charge will apply. The Reallocation from each Strategy and Index is taken on a last in first out basis. Such Reallocations are effective on the Allocation Anniversary immediately preceding the Reallocation and interest will be applied as though the Reallocation was in effect on such Allocation Anniversary. Reallocation requests must be in a form acceptable to us.

We may cease to accept Additional Premium payments to any specific Index at any time at our discretion.

In addition, we may cease to accept Reallocations to any specific Index, or cease to permit Accumulation Value from continuing to be applied to any specific Index at the applicable Allocation Anniversary under the following circumstances: (1) The Index is discontinued or its composition is substantially changed, or our agreement with the sponsor of the Index is terminated; or (2) We determine that conditions in the capital markets do not permit us to effectively establish reasonable Index Caps applicable to the Point-to-Point Cap Index Strategy.

We will notify you in advance of the date on which we will cease accepting Additional Premiums or Reallocations to an Index or cease to permit Accumulation Value from continuing to be applied to any specific Index at the applicable Allocation Anniversary. If you do not provide Notice to Us regarding the Reallocation of Accumulation Value from a discontinued Index, the Accumulation Value applicable to the discontinued Index will be reallocated to the Fixed Rate Strategy at the next Allocation Anniversary applicable to Accumulation Value allocated to the discontinued Index.

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5. STRATEGIES

5.1 Strategies

You select the Strategy and Index, if applicable, for which any portion of Premiums and Reallocations are allocated, subject to the terms of this Contract. We reserve the right to add Indexes as approved by the insurance supervisory official in the jurisdiction in which the Contract is issued.

We may cease to offer a specific Index or cease to accept Premiums and/or Reallocations to a specific Index at any time. Any Additional Premiums and Reallocations accepted or continued application of amounts to any Strategy and Index are subject to the terms and conditions in existence for any Strategy and Index available at that time, including the then existing Fixed Rate Strategy Interest Rate and Index Caps which may differ from those applicable to previous allocations or Reallocations.

Surrenders are taken on a last in first out basis and in the same proportion as the Accumulation Value associated with the Strategy and any applicable Index relative to the total Accumulation Value.

5.2 Fixed Rate Strategy

Fixed Rate Strategy Interest Rates

In our discretion, we determine and set the Fixed Rate Strategy Interest Rate. The Initial Fixed Rate Strategy Interest Rate is stated in the Contract Schedule. The Fixed Rate Strategy Interest Rate will be declared annually and in advance and is guaranteed for one year unless the Premium or Reallocation of

Accumulation Value is reallocated to another strategy. The Fixed Rate Strategy Interest Rate will be at least equal to the Fixed Rate Strategy Minimum Guaranteed Interest Rate shown on the Contract Schedule.

Fixed Rate Strategy Accumulation Value

The Accumulation Value for the Fixed Rate Strategy equals the sum of the Accumulation Value associated with each Premium and Reallocation allocated to this Strategy. Each Premium and Reallocation allocated to this Strategy will have an associated Accumulation Value which will be calculated as follows: (1) On each Allocation Date the Accumulation Value for each Premium or Reallocation equals the amount of Premium or Reallocation allocated to this Strategy, if any, less any premium tax, if applicable.

(2) On each Allocation Anniversary the Accumulation Value associated with each Premium or Reallocation allocated to this Strategy equals:

(a)	The Accumulation Value of the Premium or Reallocation allocated to this Strategy on the last Allocation Anniversary; less
(b)	Any Reallocations out of the Accumulation Value of the Premium or Reallocation allocated to this Strategy since the last Allocation Anniversary; less
(c)	Adjustments for any partial Surrenders of Accumulation Value of the Premium or Reallocation allocated to this Strategy since the last Allocation Anniversary; plus
(d)	Interest credited daily.

For the purpose of this calculation, during the first Allocation Year, the Allocation Date shall be deemed to be “the last Allocation Anniversary.”

Interest will be compounded daily in a manner to yield the declared annual Fixed Rate Strategy Interest Rate.

The portion of any Additional Premium or Reallocations allocated to this Strategy will be credited an interest rate declared in advance by us. The initial interest rate applicable to the Initial Premium is also shown in the Contract Schedule.

In case of full or partial Surrender, interest will be credited on the portion of this Strategy’s Accumulation Value Surrendered up to and including the date the transaction is processed. The Accumulation Value of this Strategy at any date within an Allocation Year will be determined by us with allowance for the time elapsed in the Allocation Year. No interest will be credited on any premium tax after we deduct it.

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5.3 Point-to-Point Cap Index Strategy

The following definitions apply to the Point-to-Point Cap Index Strategy:

Index Change is calculated as (i)/(ii)-1, where:

(i)	is the Index Number as of the end of the Indexing Period; and
(ii)	is the Index Number as of the start of the Indexing Period.

The Index Change is calculated separately for each Index.

Index Credit. We will apply the Index Credit to each Premium and Reallocation allocated to the Point-to-Point Index Cap Strategy. The Index Credit will equal the lesser of the Index Cap or the Index Change. The Index Credit will never be less than zero.

Index Number. Each Allocation of Premium and Reallocation will be assigned an Index Number equal to the value of the Index as of the close of business on the day before the Allocation Date. The Index Number for the start of each applicable Indexing Period after the first Indexing Period will be the Index Number as of the end of the Business Day before the Allocation Anniversary. If the Index Number is not published on any day for which a calculation is made, the first preceding published Index Number will be used.

Indexing Period. Each Allocation of Premium and Reallocation has its own specific Indexing Period. The initial Indexing Period for each Premium or Reallocation begins on the Allocation Date for that Premium or Reallocation and ends on the day before the following Allocation Anniversary. Subsequent Indexing

Periods begin on the Allocation Anniversary and end on the day before the next Allocation Anniversary.

Point-to-Point Cap Index Strategy Accumulation Value

The Accumulation Value for this Strategy equals the sum of the Accumulation Value associated with each Premium and Reallocation allocated to an Index in the Strategy. Each Premium and Reallocation allocated to an Index in this Strategy will have an associated Accumulation Value which will be calculated as follows: (1) On each Allocation Date the Accumulation Value for each Premium or Reallocation equals the amount of Premium or Reallocation allocated to an Index in this Strategy, if any, less any premium tax, if applicable.

(2) On each Allocation Anniversary the Accumulation Value associated with each Premium or Reallocation allocated to an Index in this Strategy equals:

(a)	The Accumulation Value of the Premium or Reallocation allocated to an Index on the last Allocation Anniversary; less
(b)	Any Reallocations out of the Accumulation Value of the Premium or Reallocation allocated to an Index since the last Allocation Anniversary; less
(c)	Adjustments for any partial Surrenders of Accumulation Value of the Premium or Reallocation allocated to an Index since the last Allocation Anniversary; plus
(d)	The result multiplied by (1+ the applicable Index Credit)

     For the purpose of this calculation, on the first Allocation Anniversary the Allocation Date shall be deemed to be "the last Allocation Anniversary." (3) On any other date during the applicable Allocation Year, the Accumulation Value associated with each Premium or Reallocation allocated to an Index in this Strategy is calculated as follows:

(a)	The Accumulation Value of the Premium or Reallocation allocated to an Index on the last Allocation Anniversary; less
(b)	Any Reallocations out of the Accumulation Value of the Premium or Reallocation allocated to an Index since the last Allocation Anniversary; less
(c)	Adjustments for any partial Surrenders of Accumulation Value of the Premium or Reallocation allocated to an Index since the last Allocation Anniversary.

For the purpose of this calculation, during the first Allocation Year the Allocation Date shall be deemed to be "the last Allocation Anniversary."

Surrenders do not participate in any Index Credits for the Allocation Year in which they are taken.

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6. CONTRACT VALUES

6.1 The Accumulation Value

On the Contract Date, the Contract’s Accumulation Value equals the Initial Premium paid less any premium tax, if applicable. At any time after the Contract Date, the Contract’s Accumulation Value equals the sum of the Accumulation Value for each Allocation of Premium and Reallocation to a Strategy and associated Index, where applicable. The Accumulation Value for each Strategy and Index is calculated separately as set forth in Section 5 of this Contract.

6.2 The Cash Surrender Value

The Cash Surrender Value of this Contract equals the greater of:

(1) The Minimum Guaranteed Contract Value (as defined in the Contract Schedule); or (2) The Accumulation Value, less any Surrender Charge.

6.3 Charges

Surrender Charge

Except as described below, if the Contract is Surrendered, in full or in part, while the Surrender Charge schedule shown in the Contract Schedule is in effect a Surrender Charge will be imposed as a percentage of Accumulation Value Surrendered. The percentage imposed at the time of Surrender depends on the number of complete years that have elapsed since Contract issue. Surrender Charges are shown in the Contract Schedule.

No Surrender Charges will be assessed upon:

(1) the commencement of Annuity Payments if Annuity Payments begin after the fifth Contract Year; (2) any Surrender of Accumulation Value less than or equal to the Surrender Charge Free Amount; or

(3) any Surrender of the Accumulation Value after the fifth Contract Year.

If total Surrenders in any Contract Year exceed the Surrender Charge Free Amount, any applicable Surrender Charges will apply to the amount Surrendered that is in excess of the Surrender Charge Free Amount.

Waiver of Surrender Charges due to Extended Medical Care or Terminal Condition

We will waive any Surrender Charges otherwise applicable if you Surrender, in full or in part, because you are receiving Extended Medical Care or if you are diagnosed with a Terminal Condition.

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

(1) You (or any Annuitant, if the Owner is not a natural person) must first begin receiving Extended Medical Care on or after the first Contract Anniversary and receive such Extended Medical Care for at least forty-five days during any continuous sixty day period; and (2) Your request for a Surrender, together with satisfactory proof of such Extended Medical Care, must be provided by Notice to Us during the term of such Extended Medical Care or within ninety days after the last day that you received such Extended Medical Care. Such proof must be in writing and, where applicable, attested to by a Qualifying Medical Professional.

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

(1) You (or any Annuitant, if the Owner is not a natural person) must first be diagnosed by a Qualifying Medical Professional as having a Terminal Condition on or after the first Contract Anniversary; and (2) Your request for a Surrender, together with satisfactory proof of such Terminal Condition, must be provided in a Notice to Us. Such proof must be in writing and, where applicable, attested to by a Qualifying Medical Professional.

We may, at any time and at our expense, require a secondary medical opinion by a Qualifying Medical Professional of our choosing in connection with (i) the prescription of Extended Medical Care, or (ii) the diagnosis of a Terminal Condition.

Premium Tax

We may deduct from the Accumulation Value, as applicable, the amount of any premium tax or other state and local taxes levied by any state or local government entity when: (1) such premium tax is incurred by us; or (2) the Proceeds or Cash Surrender Value, as applicable, is applied to an Annuity Plan as described in Section 7.3.

We have the right to change the amount we charge for any premium tax to conform to changes in applicable law or if you change your state of residence. Any premium taxes will be deducted on a last in first out basis and on a pro rata basis from the Strategy and Index.

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7. CONTRACT BENEFITS

7.1 Contract Surrender

On or at any time prior to the Maturity Date you may Surrender the Contract in full for its Cash Surrender Value. To do so you must provide Notice to Us, as defined in Section 2, which we must receive no later than the Maturity Date. If we receive your Notice to Us before the close of business on any Business Day, the Cash Surrender Value will be determined at the close of business on such Business Day; otherwise, the Cash Surrender Value will be determined as of the close of the next Business Day. We may require that this Contract be returned to us before we pay you the Cash Surrender Value. If you have lost the Contract, we may require that you complete and return to our Customer Service Center a lost contract form. Upon payment of the Cash Surrender Value, this Contract shall cease to have any further value.

At any time prior to the Maturity Date, you may also Surrender a portion of the Contract's Accumulation Value. The minimum amount that may be Surrendered at any one time is the lesser of: (i) $1,000; or (2) the Surrender Charge Free Amount. A partial Surrender will be deemed to be a full Surrender and the Cash Surrender Value will be paid if, at the time of the Surrender, the Cash Surrender Value is reduced to less than $2,500. Partial Surrenders will be taken on a last in first out basis and on a pro rata basis from

the Strategy and Index.

7.2 The Death Benefit

If any Owner (or, if the Owner is not a natural person, any Annuitant) dies before the Maturity Date, the Death Benefit is payable to the Beneficiary as determined under Section 3.4. Only one Death Benefit is payable under this Contract. If there are multiple Beneficiaries, the Death Benefit will be paid in equal shares to all Beneficiaries in the same class (primary or contingent, as applicable) unless you provide Notice to Us directing otherwise.

The Death Benefit equals the Proceeds as of the date of death of the Owner or Annuitant, whichever is applicable. From the date of death until the Death Benefit is paid, the Death Benefit will be credited with interest at the greater of the Company Death Benefit Rate or the applicable state interest rate required to be paid on annuity death claims, if any. We determine the Company Death Benefit Rate solely in our discretion and it is subject to change. Your Beneficiaries may contact us to determine the current Company Death Benefit Rate.

The entire interest in this Contract must be distributed as described below in accordance with the requirements of Section 72(s) of the Code and all the terms of this Contract shall be interpreted in accordance with that section. If the Death Benefit is applied to an Annuity Plan, the primary Beneficiary will be deemed to be the Annuitant. See Section 7.3 for more information on applying the Death Benefit to an Annuity Plan.

If any Owner (or, if the Owner is not a natural person, any Annuitant) dies before the Maturity Date, the following applies:

Spousal Beneficiaries

If the sole primary Beneficiary is the deceased Owner's "spouse" (as defined by federal law), upon Notice to Us from your surviving spouse, in lieu of receiving the Death Benefit, the Contract may be continued with the surviving spouse as the new Owner, pursuant to Section 72(s) of the Code, and the following will apply: (1) If the deceased Owner was an Annuitant, the surviving spouse will also become an Annuitant.

(2) The age of the surviving spouse will be used as the Owner's age under the continued Contract. (3) Surrender Charges on subsequent Surrenders will be waived.

(4) Additional Premiums will not be accepted.

(5) At the subsequent death of the new Owner (i.e., the surviving spouse), the Death Benefit must be distributed as required for non-spousal Beneficiaries as stated below after which the continued Contract will terminate.

If the deceased Owner’s spouse does not choose to continue the Contract (or, if continued, upon the death of the deceased Owner’s spouse), the Death Benefit will be distributed as stated below for non-spousal Beneficiaries. If the deceased Owner’s spouse has attained age 85 on the date of the Owner’s death, the deceased Owner’s spouse may not choose to continue the Contract.

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Non-spousal Beneficiaries

If any primary Beneficiary is someone other than the deceased Owner's spouse, the primary Beneficiary will become the Annuitant and the following will apply: (1) No Additional Premiums may be made following the date of the Owner's death; and (2) The entire Proceeds must be distributed to the Beneficiary:

(a)	in its entirety within five years of the Owner's death; or
(b)	beginning within one year after the Owner's death: (i) over the life of the Beneficiary; or (ii) over a period not greater than the Beneficiary's life expectancy.

If the Beneficiary dies before all Death Benefit payments have been distributed, any remaining distributions will be paid to such Beneficiary’s estate or as otherwise directed by the Beneficiary in a Notice to Us.

How to Claim the Death Benefit

We shall pay the Death Benefit upon our receipt of Proof of Death and all required claim forms. The

claimant should contact our Customer Service Center at the address or phone number on the first page of this Contract for further instructions.

7.3 Annuity Payments

If the Proceeds are less than $2,000 on the Maturity Date as shown on the first page of this Contract, we will pay you or, subject to our consent in the event the payee is not a natural person, a payee designated by you, the Proceeds in one lump sum payment as directed by you and this Contract will have no further value. If the Proceeds are equal to or greater than $2,000 on the Maturity Date as shown on the first page of this Contract and an Annuitant is living on the Maturity Date, we will begin making Annuity Payments as described below.

We will make Annuity Payments beginning on the Maturity Date, on a monthly basis unless you deliver Notice to Us directing us to pay at a different frequency. However, requests for periodic payments other than monthly, quarterly, semi-annually or annually require our consent.

If the day an Annuity Payment is scheduled to be paid is not a Business Day, for instance, a weekend, or does not exist in any month in which an Annuity Payment is due, for instance, a month that does not contain twenty-nine, thirty, or thirty-one days, such Annuity Payment will be paid on the next Business Day.

The amount applied to an Annuity Plan will be the Proceeds, less any applicable premium tax, which will determine the Annuity Payment under the Annuity Plan you have elected.

Each Annuity Payment must equal at least $20. If Annuity Payments would be less than $20, we have the right to make such Annuity Payments less frequently as necessary to make the Annuity Payment equal to at least $20.

We have the right to change the $2,000 and $20 minimums stated in this provision based upon increases reflected in the Consumer Price Index for All Urban Consumers (CPI-U) since January 1, 2005.

Electing an Annuity Plan

You may elect any of the Annuity Plans described below. In addition, you may elect any other Annuity Plan we may be offering on the Maturity Date. You may change the Annuity Plan you have elected at any time before the Maturity Date upon thirty days prior Notice to Us. Upon request, we will send you the proper forms to elect or change an Annuity Plan. The elected Annuity Plan shall become effective when we receive satisfactorily completed forms indicating your election.

If you do not elect an Annuity Plan by the Maturity Date, payments, calculated based on the oldest Annuitant's life, will be made to you or a payee designated by you automatically each month for a minimum of 120 months and as long thereafter as the oldest Annuitant lives unless otherwise limited by applicable law.

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14

Your election of an Annuity Plan is subject to the following additional terms and conditions: (1) If you do not direct us otherwise, Annuity Payments will be paid to you.

(2) Our consent is necessary if the payee is not a natural person.

(3) Any change in the payee will take effect as of the date we receive Notice to Us.

If any Owner or payee dies on or after the Maturity Date but before all Annuity Payments have been paid, we will pay the primary Beneficiary the remaining value of any such Annuity Payments at least as rapidly as under the Annuity Plan in effect at the time of death.

Subject to the provisions set forth above an Annuity Plan may also be elected for the distribution of the Cash Surrender Value after the first Contract Year, or the Death Benefit.

The Annuity Plans

(1) Payments for a Period Certain

Annuity Payments are paid in equal installments for a fixed number of years as shown in Table A

below. The number of years cannot be less than ten or more than thirty unless otherwise limited by applicable law.

(2) Payments for Life with Period Certain

Annuity Payments are paid for a fixed number of years and as long thereafter as the Annuitant is living as shown in Table B below. However, the number of years cannot be less than ten or more than thirty unless otherwise required by applicable law.

(3) Life Only Payments

     Annuity Payments are paid for as long as the Annuitant is living as shown in Table B below. (4) Joint and Last Survivor Life Payments

Annuity Payments are paid for as long as either of two Annuitants is living as shown in Table C below.

Annuity Plan Tables

The following tables show the minimum monthly payments for each $1,000 of Proceeds or Cash Surrender Value, as applicable, applied under the Annuity Plan, assuming fixed payments with a net investment return of 1.0%, using the Annuity 2000 Mortality Tables. We may pay a higher rate at our discretion.

In Tables B and C, the amount of each payment will depend on the Annuitant's sex and age as determined by the nearest birthday at the time Annuity Payments commence. Annuity Payments made on a basis other than monthly and for ages or number of years not shown will be calculated on the same basis as those shown and may be obtained from us by contacting our Customer Service Center at the address or phone number set forth on the first page of this Contract.

Table A: Monthly Payments for a Period Certain

Years	Monthly	Years	Monthly	Years	Monthly
Payable	Payment	Payable	Payment	Payable	Payment
10	$8.75	17	$5.33	24	$3.90
11	7.99	18	5.05	25	3.76
12	7.36	19	4.81	26	3.64
13	6.83	20	4.59	27	3.52
14	6.37	21	4.40	28	3.41
15	5.98	22	4.22	29	3.31
16	5.63	23	4.05	30	3.21

IU-IA-3089


15

Table B: Monthly Life Payments (Single Annuitant)
			Life with 10 Year		Life with 20 Year
Age of		Life Only	Period Certain		Period Certain
Payee	Male	Female	Male	Female	Male	Female
50	$2.98	$2.75	$2.97	$2.74	$2.89	$2.70
55	3.37	3.08	3.34	3.07	3.20	2.99
60	3.89	3.52	3.82	3.49	3.55	3.34
65	4.58	4.11	4.44	4.04	3.91	3.72
70	5.54	4.93	5.20	4.75	4.22	4.10
75	6.87	6.12	6.09	5.67	4.43	4.38
80	8.72	7.88	7.00	6.71	4.54	4.53
85	11.30	10.50	7.79	7.65	4.58	4.58

Table C: Monthly Joint and Last Survivor Life Payments (Joint Annuitants)
					Male Age
Female	50	55	60	65	70	75	80	85
Age
50	$2.47	$2.55	$2.47	$2.55	$2.62	$2.67	$2.70	$2.72
55	2.60	2.73	2.85	2.93	2.99	3.03	3.05	3.06
60	2.71	2.90	3.08	3.22	3.33	3.41	3.46	3.48
65	2.81	3.05	3.30	3.53	3.73	3.87	3.97	4.03
70	2.87	3.16	3.49	3.83	4.15	4.41	4.61	4.75
75	2.92	3.25	3.64	4.09	4.56	5.01	5.39	5.67
80	2.95	3.30	3.74	4.28	4.91	5.58	6.23	6.79
85	2.96	3.34	3.81	4.42	5.17	6.06	7.03	7.98

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16

8. OTHER IMPORTANT INFORMATION

8.1 Annual Report to Owner

We will provide you a report at least once during each Contract Year. The report will show the current Accumulation Value and the Cash Surrender Value of this Contract, as well as any amounts deducted from, or added to, the Accumulation Value since the last report. The report will also include any other information that is required by law or regulation.

This report will be sent to you at your last known address within sixty days after the report date. Upon your request, we will provide additional reports, but we reserve the right to assess a reasonable charge for each such additional report. We will also provide you with copies of any other notices, reports or documents as required by law or regulation.

8.2 Assignment

You may assign this Contract as security for a loan or other obligation. Such an assignment is not a change of ownership. However, your rights, and those of any Beneficiary, are subject to the terms of any assignment. Written consent of any Irrevocable Beneficiary is required before any assignment is effective. You shall provide Notice to Us in order to make, modify or release any assignment. We are not responsible for the validity or other effects of any assignment.

8.3 Misstatement Made by Owner in Connection with the Purchase of this Contract

We may require proof of the age and/or sex of any person upon whose life Death Benefits or Annuity Payments are determined. If you have misstated the age or sex of such person, we will adjust future benefit payments to reflect those that the Premiums would have purchased at the correct age or sex. We will include in the next payment any underpayments due to such misstatement with interest credited at the rate of 1.5% annually. We will deduct any overpayments plus interest at 1.5% annually from future payments until the overpayment has been repaid in full.

We reserve the right to void this Contract and return the Cash Surrender Value in the event you make any material misrepresentation in connection with the purchase of this Contract.

8.4 Payments We May Defer

We may, at any time, defer payment of the full Cash Surrender Value or any partial Surrender for up to six months after we receive a request for it, contingent upon written approval by the insurance supervisory official in the jurisdiction in which this Contract is issued.

8.5 Incontestability

Except in the case of fraud, this Contract shall be incontestable from the Contract Date.

8.6 Basis of Computation

If required by law, we have filed a detailed statement of our computations with the insurance supervisory official in the jurisdiction where this Contract is issued. The reserves and guaranteed values will at no time be less than the minimums required by the laws of such jurisdiction.

8.7 Rules for Interpreting this Contract

In this Contract, headings and captions are intended for convenience in reference only and do not affect interpretation of the Contract’s provisions. Unless the context clearly indicates otherwise: (1) All language that implies the singular will also include the plural (and vice versa) and any words indicating one gender will also include the other gender, as appropriate; and (2) Where a word or phrase has been given a defined meaning, any other part of speech or grammatical form of that word or phrase will have a corresponding meaning.

8.8 Non-Waiver

We may, in our discretion, elect not to exercise any right, privilege, or option under this Contract. Such election will not constitute a waiver of the right to exercise such right, privilege, or option at any subsequent time, nor will it constitute a waiver of any provision in the Contract.

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17

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ING Life Insurance and Annuity Company
[Windsor, Connecticut]


[Customer Service Center

P.	O. Box 10450
909	Locust Street

Des Moines, Iowa 50306-0450]
[1-888-854-5950]

MODIFIED SINGLE PREMIUM DEFERRED ANNUITY CONTRACT

     Cash Surrender Values may increase based on the Strategy you have selected. You may allocate your Premium between the Fixed Rate Strategy and the Point-to-Point Cap Index Strategy. Under the Point-to-Point Cap Index Strategy contract values are affected by the performance of an external index, but the Contract does not directly participate in such external index or other equity investments.

The initial interest rate for the Fixed Rate Strategy is guaranteed for one year only.

If you Surrender all or a portion of the Accumulation Value of the Contract, Surrender Charges may apply. Surrender Charges, when applied, will reduce the amount paid to you. Surrender Charges will not apply under certain conditions (see Section 6.3).

This Contract is non-participating which means it will not pay dividends resulting from any of the surplus or earnings of ING Life Insurance and Annuity Company.

IU-IA-3089

EX-16.(4)(II)

Exhibit 16(4)(ii):  Modified Single Premium Deferred Annuity Contract (7 Year) (Form No. IU-IA-3090)

ING Life Insurance and Annuity Company

[Windsor, Connecticut]

[Customer Service Center		Important terms and definitions used in this
P.O. Box 10450		Contract appear on page 4.
909 Locust Street
Des Moines, Iowa 50306-0450]
[1-888-854-5950]
Product Name		Contract Number
[ING Select Multi-Index 7]		[R123456]
Annuitant(s)	Age of Annuitant(s)	Sex of Annuitant(s)
[Thomas J. Doe]	[55]	[Male]
Owner/Joint Owner	Age of Owner/Joint Owner	Residence State
[John Q. Doe]	[35]	[Connecticut]
Contract Date	Issue State
[July 1, 2009]	[Connecticut]
Initial Premium
[$15,000.00]
Maturity Date	Annuity Plan
[July 1, 2039]	[Payments for Life with 10 Year Period Certain]

MODIFIED SINGLE PREMIUM DEFERRED ANNUITY CONTRACT

In this Contract "you" or "your" refers to the Owner shown above. "We," "our," or "us" refers to ING Life Insurance and Annuity Company.

READ THIS CONTRACT CAREFULLY. This is a legal contract between you and us.

RIGHT TO EXAMINE AND RETURN THIS CONTRACT

You may return this Contract by mailing or delivering it to our Customer Service Center at the address shown above or to the producer through whom you purchased it within twenty days (or thirty days if this is a replacement contract as defined by applicable state regulation) after the date you receive it. If so returned, we will promptly pay you any portion of the Premium paid and not previously Surrendered as of the date the returned Contract is received by us. If you are unsure whether your Contract is a replacement contract, please contact us at our Customer Service Center at the phone number or address set forth above.

WE WILL PROVIDE YOU WITH ADDITIONAL INFORMATION REGARDING THE BENEFITS AND PROVISIONS OF THIS CONTRACT UPON WRITTEN REQUEST. YOU MAY ALSO CALL OUR CUSTOMER SERVICE CENTER AT [1-888-854-5950] FOR INQUIRIES, INFORMATION OR ASSISTANCE.

Cash Surrender Values may increase based on the Strategy you have selected. You may allocate your Premium between the Fixed Rate Strategy and the Point-to-Point Cap Index Strategy. Under the Point-to-Point Cap Index Strategy contract values are affected by the performance of an external index, but the Contract does not directly participate in such external index or other equity investments.

The initial interest rate for the Fixed Rate Strategy is guaranteed for one year only.

If you Surrender all or a portion of the Accumulation Value of the Contract, Surrender Charges may apply. Surrender Charges, when applied, will reduce the amount paid to you. Surrender Charges will not apply under certain conditions (see Section 6.3).

This Contract is non-participating which means it will not pay dividends resulting from any of the surplus or earnings of ING Life Insurance and Annuity Company.

IU-IA-3090

TABLE OF CONTENTS

		Page
1. CONTRACT SCHEDULE		3
2. IMPORTANT TERMS AND DEFINITIONS		4
3. INTRODUCTION TO THE CONTRACT
3.1	The Contract	7
3.2	The Owner	7
3.3	The Annuitant	7
3.4	The Beneficiary	7
4. PREMIUMS
4.1	Premiums	9
4.2	Allocating Strategies	9
5. STRATEGIES
5.1	Strategies	10
5.2	Fixed Rate Strategy	10
5.3	Point-to-Point Cap Index Strategy	11
6. CONTRACT VALUES
6.1	The Accumulation Value	12
6.2	The Cash Surrender Value	12
6.3	Charges	12
7. CONTRACT BENEFITS
7.1	Contract Surrender	13

7.2	The Death Benefit	13
7.3	Annuity Payments	14
8. OTHER IMPORTANT INFORMATION
8.1	Annual Report to Owner	17
8.2	Assignment	17
8.3	Misstatement Made by Owner in Connection with the Purchase of this Contract	17
8.4	Payments We May Defer	17
8.5	Incontestability	17
8.6	Basis of Computation	17
8.7	Rules for Interpreting this Contract	17
8.8	Non-Waiver	17

IU-IA-3090


2

1. CONTRACT SCHEDULE
A. Charges
Surrender Charge Schedule:
Contract Year	1	2	3	4	5	6	7	8+
Surrender Charge Percentage	9%	8%	7%	6%	5%	4%	3%	0%
See Section 6.3 for details
B. Available Strategies and Indexes
Fixed Rate Strategy
Initial Premium applied to this Strategy								[$7,500]
Premium Allocation Percentage of Initial Premium								[50%]
Initial Fixed Rate Strategy Interest Rate								[3.00%]
Minimum Guaranteed Interest Rate								1.0%
Point-to-Point Cap Index Strategy
Initial Premium applied to this Strategy								[$7,500]
Premium Allocation Percentage of Initial Premium								[50%]
				Percentage of
	Initial Premium			Initial Premium			Initial
Index	Allocated to Each Index			Allocated to Each Index			Index Cap*

[1 S&P 500]	[$3,750.00]	[25.0%]	[6.0%]
[2 Dow Jones EURO STOXX 50® Index]	[$3,750.00]	[25.0%]	[5.5%]
[3 Insert Index Name]	[$0.00]	[0.0%]	[0.0%]
[4 Insert Index Name]	[$0.00]	[0.0%]	[0.0%]

*Any Index Cap declared in the future will never be less than 2% and will never exceed 100%

[¹“Standard & Poor’s^®”, “S&P^® “, “S&P 500^® “, “Standard & Poor’s 500”, and “500” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by ING Life Insurance and Annuity Company. The product is not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's makes no representation regarding the advisability of investing in the product.]

[²STOXX and Dow Jones (“Licensors”) have no relationship to the Company, except the licensing of the Dow Jones EURO STOXX 50^® Index, (the “Index”) and related trademarks for use with this fixed annuity Contract (the “Contract”). Licensors do not: sponsor, endorse, sell, promote or recommend the Contract; have any responsibility or liability for, or make any decisions on pricing administration, management or marketing of the Contract; or consider the needs of the Contract or its Owners in determining, composing or calculating the Index or have any obligation to do so.

Licensors will not have any liability in connection with the Contract. Specifically, Licensors do not make any warranty, express or implied and disclaim any and all warranty about: the results to be obtained by the Contract, the Contract Owner or any other person in connection with the use of the Index and the data included in the Index; accuracy or completeness of the Index and its data; merchantability and fitness for a particular purpose or use of the Index and its data; or have any have liability for any errors, omissions or interruptions in the Index or its data; Under no circumstances will Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if Licensors knows that they might occur.

The licensing agreement between the Company and Licensors is solely for their benefit and not for the benefit of the Contract Owners or any other third parties.]

[³Insert Index Trademark Language]

[⁴Insert Index Trademark Language]

IU-IA-3090

3

1. CONTRACT SCHEDULE (cont.)

C.      Minimum Guaranteed Contract Value

The Minimum Guaranteed Contract Value equals the greater of:

(1)	The sum of the Minimum Guaranteed Strategy Value of each Strategy; or
(2)	100% of the Premium, less premium taxes, if applicable, less:
	(a)	Any Surrenders of Accumulation Value; plus
	(b)	Interest credited and compounded daily in a manner to yield the annual rate of 1.00%; less
	(c)	Any Surrender Charges.
D. Minimum Guaranteed Strategy Value
			Fixed Rate Strategy	Point-to-Point Cap
				Index Strategy
Initial Minimum Guaranteed Strategy Value Rate:			[3.00%]	[2.00%]

The Minimum Guaranteed Strategy Value of each Strategy equals:

(1)	87.5% of the Premium allocated to the Strategy, less premium taxes, if applicable; plus
(2)	Reallocations into that Strategy; less
(3)	Reallocations and Surrenders taken from Accumulation Value in that Strategy; plus
(4)	Interest credited and compounded daily in a manner to yield the applicable Minimum Guaranteed Strategy Value Rate.

The initial Minimum Guaranteed Strategy Value Rates shown above are set on the Contract Date and will not change for the first seven Contract Years. On the seventh Contract Anniversary and on each Contract Anniversary thereafter, the Minimum Guaranteed Strategy Value Rates for all Strategies will be set equal to the average of the five-year Constant Maturity Treasury Rate for each day that it is reported by the Federal Reserve during the month of October in the calendar year preceding the calendar year of the Contract Anniversary, less 1.25% for the Fixed Rate Strategy and less 2.25% for the Point-to-Point Cap Index Strategy. The Minimum Guaranteed Strategy Value Rate for both the Fixed Rate Strategy and the Point-to-Point Cap Index Strategy will be rounded to the nearest 0.05% and will not be greater than 3.0% or less than 1.0%.

E.	Reallocations and Surrender Adjustments
	A Reallocation of Accumulation Value will result in a pro-rata Reallocation of the Minimum Guaranteed Strategy Value in the same proportion as the Accumulation Value being reallocated bears to the total Accumulation Value of the Strategy and applicable Index, if any, attributable to the Allocation Anniversary.
	Surrender of Accumulation Value from any Strategy will result in a dollar for dollar reduction of the Minimum Guaranteed Strategy Value of that Strategy equal to the amount of the Accumulation Value Surrendered (excluding the amount of any Surrender Charges deducted, if any).
F.	Attached Endorsements
[Form numbers and name of all attached Endorsements] IU-IA-3090 3 (Cont.) [THIS PAGE INTENTIONALLY LEFT BLANK] IU-IA-3090 3 (Cont.) [THIS PAGE INTENTIONALLY LEFT BLANK]		[Endorsement price if separate identified cost]

IU-IA-3090


3 (Cont.)

2. IMPORTANT TERMS AND DEFINITIONS

Accumulation Value is defined in Section 6.1.

Additional Premium means any payment, other than the Initial Premium, made by you and accepted by us for this Contract.

Allocation means apportioning your Premium among available Strategies and Indexes, if applicable.

Allocation Anniversary means the same date as the applicable Allocation Date each year. If the Allocation Date is February 29^th, in non-leap years the Allocation Anniversary shall be March 1^st.

Allocation Date means the date on which the Initial Premium, Reallocation or Additional Premium, as applicable, is allocated to any specific Strategy or Index.

Allocation Year means the period beginning on an Allocation Anniversary and ending on the day before the following Allocation Anniversary.

The Annuitant is designated by you as the individual upon whose life Annuity Payments will be based. There may be two Annuitants. The Annuitant(s) on the Contract Date are shown on the first page of this Contract. See Section 3.3 for additional details.

Annuity Payments are periodic payments made by us to you or, subject to our consent in the event the payee is not a natural person, to a payee designated by you.

The Annuity Plan is an option elected by you (or, if none is elected, is the option as described in Section 7.3) that determines the frequency, duration and amount of the Annuity Payments.

Beneficiary means the individual or entity you select to receive the Death Benefit.

Business Day means any day that the New York Stock Exchange ("NYSE") is open for trading, exclusive of federal holidays, or any day the Securities and Exchange Commission ("SEC") requires that mutual funds, unit investment trusts or other investment portfolios be valued.

The Cash Surrender Value is the amount you receive upon full Surrender of this Contract. See Section 6.2 for additional details.

Code means the Internal Revenue Code of 1986, as amended.

Company Death Benefit Rate means the effective annual interest rate that we will credit to the Death Benefit from the date of death until the Death Benefit is paid. See Section 7.2 for additional details.

The Contingent Annuitant is the individual who is not an Annuitant and will become the Annuitant if all named Annuitants die prior to the Maturity Date and the Death Benefit is not otherwise payable.

Contract means this Modified Single Premium Deferred Annuity Contract.

The Contract Anniversary is the same day and month each year as the Contract Date. If the Contract Date is February 29th, in non-leap years the Contract Anniversary shall be March 1^st.

Contract Date means the date on which this Contract becomes effective. The Contract Date is shown on the first page of this Contract.

A Contract Year is the period beginning on a Contract Anniversary (or, in the first Contract Year only, beginning on the Contract Date) and ending on the day preceding the next Contract Anniversary.

The Death Benefit is the amount payable to the Beneficiary upon death of any Owner (or, if the Owner is not a natural person, upon the death of any Annuitant) prior to the Maturity Date.

Endorsements are attachments to this Contract that add, change or supersede its terms or provisions.

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4

Extended Medical Care means confinement in a Hospital or Nursing Home prescribed by a Qualifying Medical Professional.

Fixed Rate Strategy is the Strategy that applies the declared Fixed Rate Strategy Interest Rate to the applicable Premium or Reallocation of Accumulation Value. See Section 5.2 for additional details.

Fixed Rate Strategy Interest Rate is the declared annual interest rate applicable to the Fixed Rate Strategy. The Fixed Rate Strategy Interest Rate is declared annually and in advance and is guaranteed for one year unless the Premium or Reallocation of Accumulation Value is reallocated to another strategy. The Fixed Rate Strategy Interest Rate shall be declared in our discretion and it will be at least equal to the Fixed Rate Strategy Minimum Guaranteed Interest Rate shown on the Contract Schedule.

Hospital or Nursing Home means a hospital or a skilled care or intermediate care nursing facility, operating as such according to applicable law and at which medical treatment is available on a daily basis. This does not include a rest home or other facility whose primary purpose is to provide accommodations, board, or personal care services to individuals who do not need medical or nursing care.

Index means an index applicable to the Point-to-Point Cap Index Strategy. See Section 5.3 for additional details.

Index Cap means the maximum Index Credit that may be applied at the end of each Indexing Period. It is declared annually in advance and is guaranteed for one year unless that Premium or Reallocation is reallocated to another Strategy or Index.

Index Credit means the rate credited to each Premium and Reallocation of Accumulation Value allocated to the Point-to-Point Cap Index Strategy and is based on the performance of the applicable Index as measured over the Indexing Period.

Index Number means the value of the Index. It excludes any dividends that may be paid by the firms that comprise the Index.

Indexing Period means the period over which the Index Cap is guaranteed and the Index Credit is calculated.

The Initial Premium is the payment made by you to us to put this Contract into effect.

An Irrevocable Beneficiary is a Beneficiary whose rights and interests under this Contract cannot be changed without his, her or its consent.

A Joint Owner is an individual who, along with another individual Owner, is entitled to exercise the rights incident to ownership. Both Joint Owners must agree to any change or the exercise of any rights under the Contract. The Joint Owner may not be an entity and may not be named if the Owner is an entity. The Joint Owner, if any, on the Contract Date is shown on the first page of this Contract. See Section 3.2 for additional details

Maturity Date means the date shown on the first page of this Contract. As long as this Contract is still in force on the Maturity Date, the Proceeds are used to determine the amount paid under the Annuity Plan chosen. The Maturity Date shall be the Contract Anniversary following the oldest Annuitant's attainment of age 85.

Minimum Guaranteed Contract Value is the minimum amount payable upon a full Surrender, at the Maturity Date or which would be payable as a Death Benefit. The Minimum Guaranteed Contract Value is defined in the Contract Schedule.

Minimum Guaranteed Interest Rate is the minimum interest rate that can be credited under the Fixed Rate Strategy. The Minimum Guaranteed Interest Rate is set forth in the Contract Schedule.

Minimum Guaranteed Strategy Value is the minimum value of any Strategy and is utilized only in the calculation of the Minimum Guaranteed Contract Value. The Minimum Guaranteed Strategy Value for each Strategy is defined in the Contract Schedule.

IU-IA-3090

5

Minimum Guaranteed Strategy Value Rates are the rates which are utilized to determine the Minimum Guaranteed Strategy Value for each Strategy. The initial Minimum Guaranteed Strategy Value Rates are set forth in the Contract Schedule.

Notice to Us means notice made in a form that: (1) is approved by or is acceptable to us; (2) has the information and any documentation we determine in our discretion to be necessary to take the action requested or exercise the right specified; and (3) is received by us at our Customer Service Center at the address specified on the first page of this Contract. Under certain circumstances, we may permit you to provide Notice to Us by telephone or electronically.

The Owner is the individual (or entity) who is entitled to exercise the rights incident to ownership. The terms "you" or "your," when used in this Contract, refer to the Owner. The Owner on the Contract Date is shown on the first page of this Contract. See Section 3.2 for additional details.

Point-to-Point Cap Index Strategy is the Strategy that credits interest to the applicable Premium or Reallocation of Accumulation Value based on the Index Change, as defined in Section 5.3, of the Index over the Indexing Period. See Section 5.3 for additional details.

Premium means collectively the Initial Premium and any Additional Premium.

Premium Allocation Percentage means the percentage of Premium allocated into any specific Strategy.

Proceeds means the greater of the Minimum Guaranteed Contract Value or the Accumulation Value.

Proof of Death means the documentation we deem necessary to establish death including, but not limited to: (1) a certified copy of a death certificate; (2) a certified copy of a statement of death from an attending physician; (3) a finding of a court of competent jurisdiction as to the cause of death; (4) or any other proof that we deem in our discretion to be satisfactory to us.

Qualifying Medical Professional means a legally licensed practitioner of the healing arts who: (1) is acting within the scope of his or her license; (2) is not a resident of your household or that of the Annuitant; and (3) is not related to you or the Annuitant by blood or marriage.

Reallocation means changing the Strategy and/or Index applicable to a portion or all of the Accumulation Value.

The Right to Examine and Return This Contract is the period of time during which you have the right to return the Contract for any reason, or no reason at all, and receive the payment as described in the Right to Examine and Return This Contract provision appearing on the first page of this Contract.

Strategy means any interest crediting strategy available under this Contract, as defined in Section 5.

A Surrender is a transaction in which all or a part of the Accumulation Value is taken from the Contract.

A Surrender Charge is a charge applied to certain full or partial Surrenders during the first seven Contract Years and will reduce the amount paid to you. See Section 6.3 for additional details.

The Surrender Charge Free Amount equals 10% of the Contract's Accumulation Value as determined on the date of the first partial Surrender during the Contract Year. This is the amount you may Surrender without any Surrender Charge.

Terminal Condition means an illness or injury that results in a life expectancy of twelve months or less, as measured from the date of diagnosis by a Qualifying Medical Professional.

"We," "our," or "us," when used in this Contract, refers to ING Life Insurance and Annuity Company, a stock company domiciled in Connecticut.

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3. INTRODUCTION TO THE CONTRACT

3.1 The Contract

This Contract and any attached application, amendments, or Endorsements constitute the entire contract between you and us. It is issued in consideration of the Initial Premium.

Only our President, a Vice President or Secretary is authorized to change or modify any of this Contract's terms, provisions or requirements. Any such change must be in writing. We may make changes to this Contract if required by law, including any changes necessary to continue to qualify such Contract as an annuity contract under applicable law. An Endorsement added to comply with applicable law does not require your consent but is subject to regulatory approval. Any such changes will apply uniformly to all contracts that are affected.

The provisions of this Contract shall, in all events, be construed to comply with applicable U.S. federal income tax requirements including the requirements of Section 72(s) of the Code.

3.2 The Owner

The Owner owns the Contract and is entitled to exercise the rights incident to ownership. You are the Owner of this Contract. There may be Joint Owners; however, if there is more than one Owner, both Owners must agree to any change or exercise of the rights under this Contract.

You may change the ownership of this Contract at any time prior to the Maturity Date. Any change, addition or deletion of an Owner is treated as a change of ownership. To change ownership, you must provide Notice to Us of such change. Change of ownership will take effect as of the date we receive Notice to Us.

3.3 The Annuitant

The Annuitant is the individual upon whose life the Annuity Payments are based. The Annuitant must be a natural person and is designated by you at the time this Contract is issued and cannot be changed. There may be two Annuitants.

In addition to the Annuitant, you may also name a Contingent Annuitant. The Contingent Annuitant cannot be changed while he or she is living.

If at the time of any Annuitant's death the Owner is not a natural person, the death of such Annuitant prior to the Maturity Date will be treated as the death of an Owner as described in Section 7.2.

If the Annuitants are not the Owners and all Annuitants die prior to the Maturity Date (and no Contingent Annuitant is named) and the Owner is a natural person, we will treat you or, if there are Joint Owners, the

youngest Owner, as the Annuitant if such youngest Owner has not attained age 85 as of the date of the Annuitant's death. Otherwise you must name an individual as an Annuitant who has not attained age 85.

3.4 The Beneficiary

The Beneficiary is an individual or entity designated by you to receive the Death Benefit. A Beneficiary’s status may be changed at any time prior to the Maturity Date unless you designate such Beneficiary as an Irrevocable Beneficiary. An Irrevocable Beneficiary cannot be changed without the consent of the Irrevocable Beneficiary. You may designate one or more (i) primary Beneficiaries and (ii) contingent Beneficiaries. These classes set the order under which the Death Benefit is paid. If all the primary Beneficiaries die before any Owner (or, if the Owner is not a natural person, any Annuitant), the contingent Beneficiary shall take the place of, and be deemed to be, the primary Beneficiary, and the Death Benefit will be paid to the contingent Beneficiary. If there are multiple Beneficiaries, the Death Benefit shall be paid in equal shares to all Beneficiaries in the same class (primary or contingent, as applicable) unless you provide Notice to Us directing otherwise.

If there are Joint Owners, at the death of the first Owner, any surviving Owner shall take the place of, and be deemed to be, the primary Beneficiary. This will override any other Beneficiary designation.

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If there is a single natural Owner and all Beneficiaries die before the Owner, or if no Beneficiary has been designated at the time of the Owner’s death, the Owner’s estate will be deemed to be the primary Beneficiary.

If the Owner is not a natural person and all Beneficiaries die before any Annuitant, or if no Beneficiary has been designated at the time of any Annuitant's death, the Owner will be deemed to be the primary Beneficiary.

We will deem any Beneficiary to have predeceased the Owner if: (1) such Beneficiary died at the same time as the Owner;

(2) such Beneficiary died within twenty-four hours after the Owner's death; or

(3) there is not sufficient evidence to determine that the Beneficiary and Owner died other than at the same time.

To make a Beneficiary change, you must provide Notice to Us. Unless you specify otherwise, such change cancels any existing Beneficiary designations in the same class (primary or contingent) and will take effect as of the date Notice to Us is received.

The rights of any Beneficiary (if a natural person), including an Irrevocable Beneficiary, will end if he or she dies prior to the Owner and will pass to any other Beneficiary (which, if a natural person, must be then living) as described in this Section 3.4 unless you provide Notice to Us directing otherwise.

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4. PREMIUMS

4.1 Premiums

The Initial Premium for this Contract is required to put this Contract into effect. The amount of the Initial Premium is shown on the first page of this Contract.

We retain the right, in our sole discretion, to refuse to accept any Additional Premium. Subject to our right to refuse and return any Additional Premium, you may pay Additional Premiums prior to the first Contract Anniversary.

Any Additional Premium must be received at our Customer Service Center at the address shown on the first page of this Contract and are subject to the following limitations: (1) Each payment of Additional Premium must be at least $5,000.

(2) The sum of all Premiums paid or the Accumulation Value under all annuity contracts you have with us, including this Contract, is less than $1,000,000.

4.2 Allocating Strategies

You select the Strategy and Index, if applicable, to which to allocate your Premiums from among those offered by us. Your selection of Strategy and Index, if applicable, for any Additional Premium payments will be at the same Premium Allocation Percentage as your Initial Premium, unless you provide Notice to Us directing otherwise. You may reallocate all or a portion of the Accumulation Value, attributable to that Allocation Anniversary in any Strategy and/or Index to any other available Strategy and/or Index by providing Notice to Us. You may do so only during the 30-day period following an Allocation Anniversary. No Surrender Charge will apply. The Reallocation from each Strategy and Index is taken on a last in first out basis. Such Reallocations are effective on the Allocation Anniversary immediately preceding the Reallocation and interest will be applied as though the Reallocation was in effect on such Allocation Anniversary. Reallocation requests must be in a form acceptable to us.

We may cease to accept Additional Premium payments to any specific Index at any time at our discretion.

In addition, we may cease to accept Reallocations to any specific Index, or cease to permit Accumulation Value from continuing to be applied to any specific Index at the applicable Allocation Anniversary under the following circumstances: (1) The Index is discontinued or its composition is substantially changed, or our agreement with the sponsor of the Index is terminated; or (2) We determine that conditions in the capital markets do not permit us to effectively establish reasonable Index Caps applicable to the Point-to-Point Cap Index Strategy.

We will notify you in advance of the date on which we will cease accepting Additional Premiums or Reallocations to an Index or cease to permit Accumulation Value from continuing to be applied to any specific Index at the applicable Allocation Anniversary. If you do not provide Notice to Us regarding the Reallocation of Accumulation Value from a discontinued Index, the Accumulation Value applicable to the discontinued Index will be reallocated to the Fixed Rate Strategy at the next Allocation Anniversary applicable to Accumulation Value allocated to the discontinued Index.

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5. STRATEGIES

5.1 Strategies

You select the Strategy and Index, if applicable, for which any portion of Premiums and Reallocations are allocated, subject to the terms of this Contract. We reserve the right to add Indexes as approved by the insurance supervisory official in the jurisdiction in which the Contract is issued.

We may cease to offer a specific Index or cease to accept Premiums and/or Reallocations to a specific

Index at any time. Any Additional Premiums and Reallocations accepted or continued application of amounts to any Strategy and Index are subject to the terms and conditions in existence for any Strategy and Index available at that time, including the then existing Fixed Rate Strategy Interest Rate and Index Caps which may differ from those applicable to previous allocations or Reallocations.

Surrenders are taken on a last in first out basis and in the same proportion as the Accumulation Value associated with the Strategy and any applicable Index relative to the total Accumulation Value.

5.2 Fixed Rate Strategy

Fixed Rate Strategy Interest Rates

In our discretion, we determine and set the Fixed Rate Strategy Interest Rate. The Initial Fixed Rate Strategy Interest Rate is stated in the Contract Schedule. The Fixed Rate Strategy Interest Rate will be declared annually and in advance and is guaranteed for one year unless the Premium or Reallocation of Accumulation Value is reallocated to another strategy. The Fixed Rate Strategy Interest Rate will be at least equal to the Fixed Rate Strategy Minimum Guaranteed Interest Rate shown on the Contract Schedule.

Fixed Rate Strategy Accumulation Value

The Accumulation Value for the Fixed Rate Strategy equals the sum of the Accumulation Value associated with each Premium and Reallocation allocated to this Strategy. Each Premium and Reallocation allocated to this Strategy will have an associated Accumulation Value which will be calculated as follows: (1) On each Allocation Date the Accumulation Value for each Premium or Reallocation equals the amount of Premium or Reallocation allocated to this Strategy, if any, less any premium tax, if applicable.

(2) On each Allocation Anniversary the Accumulation Value associated with each Premium or Reallocation allocated to this Strategy equals:

(a)	The Accumulation Value of the Premium or Reallocation allocated to this Strategy on the last Allocation Anniversary; less
(b)	Any Reallocations out of the Accumulation Value of the Premium or Reallocation allocated to this Strategy since the last Allocation Anniversary; less
(c)	Adjustments for any partial Surrenders of Accumulation Value of the Premium or Reallocation allocated to this Strategy since the last Allocation Anniversary; plus
(d)	Interest credited daily.

For the purpose of this calculation, during the first Allocation Year, the Allocation Date shall be deemed to be “the last Allocation Anniversary.”

Interest will be compounded daily in a manner to yield the declared annual Fixed Rate Strategy Interest Rate.

The portion of any Additional Premium or Reallocations allocated to this Strategy will be credited an interest rate declared in advance by us. The initial interest rate applicable to the Initial Premium is also shown in the Contract Schedule.

In case of full or partial Surrender, interest will be credited on the portion of this Strategy’s Accumulation Value Surrendered up to and including the date the transaction is processed. The Accumulation Value of this Strategy at any date within an Allocation Year will be determined by us with allowance for the time elapsed in the Allocation Year. No interest will be credited on any premium tax after we deduct it.

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5.3 Point-to-Point Cap Index Strategy

The following definitions apply to the Point-to-Point Cap Index Strategy:

Index Change is calculated as (i)/(ii)-1, where:

(i)	is the Index Number as of the end of the Indexing Period; and
(ii)	is the Index Number as of the start of the Indexing Period.

The Index Change is calculated separately for each Index.

Index Credit. We will apply the Index Credit to each Premium and Reallocation allocated to the Point-to-Point Index Cap Strategy. The Index Credit will equal the lesser of the Index Cap or the Index Change. The Index Credit will never be less than zero.

Index Number. Each Allocation of Premium and Reallocation will be assigned an Index Number equal to the value of the Index as of the close of business on the day before the Allocation Date. The Index Number for the start of each applicable Indexing Period after the first Indexing Period will be the Index Number as of the end of the Business Day before the Allocation Anniversary. If the Index Number is not published on any day for which a calculation is made, the first preceding published Index Number will be used.

Indexing Period. Each Allocation of Premium and Reallocation has its own specific Indexing Period. The initial Indexing Period for each Premium or Reallocation begins on the Allocation Date for that Premium or Reallocation and ends on the day before the following Allocation Anniversary. Subsequent Indexing Periods begin on the Allocation Anniversary and end on the day before the next Allocation Anniversary.

Point-to-Point Cap Index Strategy Accumulation Value

The Accumulation Value for this Strategy equals the sum of the Accumulation Value associated with each Premium and Reallocation allocated to an Index in the Strategy. Each Premium and Reallocation allocated to an Index in this Strategy will have an associated Accumulation Value which will be calculated as follows: (1) On each Allocation Date the Accumulation Value for each Premium or Reallocation equals the amount of Premium or Reallocation allocated to an Index in this Strategy, if any, less any premium tax, if applicable.

(2) On each Allocation Anniversary the Accumulation Value associated with each Premium or Reallocation allocated to an Index in this Strategy equals:

(a)	The Accumulation Value of the Premium or Reallocation allocated to an Index on the last Allocation Anniversary; less
(b)	Any Reallocations out of the Accumulation Value of the Premium or Reallocation allocated to an Index since the last Allocation Anniversary; less
(c)	Adjustments for any partial Surrenders of Accumulation Value of the Premium or Reallocation

     allocated to an Index since the last Allocation Anniversary; plus (d) The result multiplied by (1+ the applicable Index Credit)

     For the purpose of this calculation, on the first Allocation Anniversary the Allocation Date shall be deemed to be "the last Allocation Anniversary." (3) On any other date during the applicable Allocation Year, the Accumulation Value associated with each Premium or Reallocation allocated to an Index in this Strategy is calculated as follows:

(a)	The Accumulation Value of the Premium or Reallocation allocated to an Index on the last Allocation Anniversary; less
(b)	Any Reallocations out of the Accumulation Value of the Premium or Reallocation allocated to an Index since the last Allocation Anniversary; less
(c)	Adjustments for any partial Surrenders of Accumulation Value of the Premium or Reallocation

allocated to an Index since the last Allocation Anniversary.

For the purpose of this calculation, during the first Allocation Year the Allocation Date shall be deemed to be "the last Allocation Anniversary."

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6. CONTRACT VALUES

6.1 The Accumulation Value

On the Contract Date, the Contract’s Accumulation Value equals the Initial Premium paid less any premium tax, if applicable. At any time after the Contract Date, the Contract’s Accumulation Value equals the sum of the Accumulation Value for each Allocation of Premium and Reallocation to a Strategy and associated Index, where applicable. The Accumulation Value for each Strategy and Index is calculated separately as set forth in Section 5 of this Contract.

6.2 The Cash Surrender Value

The Cash Surrender Value of this Contract equals the greater of:

(1) The Minimum Guaranteed Contract Value (as defined in the Contract Schedule); or (2) The Accumulation Value, less any Surrender Charge.

6.3 Charges

Surrender Charge

Except as described below, if the Contract is Surrendered, in full or in part, while the Surrender Charge schedule shown in the Contract Schedule is in effect a Surrender Charge will be imposed as a percentage of Accumulation Value Surrendered. The percentage imposed at the time of Surrender depends on the number of complete years that have elapsed since Contract issue. Surrender Charges are shown in the Contract Schedule.

No Surrender Charges will be assessed upon:

(1) the commencement of Annuity Payments if Annuity Payments begin after the seventh Contract Year; (2) any Surrender of Accumulation Value less than or equal to the Surrender Charge Free Amount; or (3) any Surrender of the Accumulation Value after the seventh Contract Year.

If total Surrenders in any Contract Year exceed the Surrender Charge Free Amount, any applicable Surrender Charges will apply to the amount Surrendered that is in excess of the Surrender Charge Free Amount.

Waiver of Surrender Charges due to Extended Medical Care or Terminal Condition

We will waive any Surrender Charges otherwise applicable if you Surrender, in full or in part, because you are receiving Extended Medical Care or if you are diagnosed with a Terminal Condition.

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

(1) You (or any Annuitant, if the Owner is not a natural person) must first begin receiving Extended Medical Care on or after the first Contract Anniversary and receive such Extended Medical Care for at least forty-five days during any continuous sixty day period; and (2) Your request for a Surrender, together with satisfactory proof of such Extended Medical Care, must be provided by Notice to Us during the term of such Extended Medical Care or within ninety days after the last day that you received such Extended Medical Care. Such proof must be in writing and, where applicable, attested to by a Qualifying Medical Professional.

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

(1) You (or any Annuitant, if the Owner is not a natural person) must first be diagnosed by a Qualifying Medical Professional as having a Terminal Condition on or after the first Contract Anniversary; and (2) Your request for a Surrender, together with satisfactory proof of such Terminal Condition, must be provided in a Notice to Us. Such proof must be in writing and, where applicable, attested to by a Qualifying Medical Professional.

We may, at any time and at our expense, require a secondary medical opinion by a Qualifying Medical Professional of our choosing in connection with (i) the prescription of Extended Medical Care, or (ii) the diagnosis of a Terminal Condition.

Premium Tax

We may deduct from the Accumulation Value, as applicable, the amount of any premium tax or other state and local taxes levied by any state or local government entity when: (1) such premium tax is incurred by us; or

(2) the Proceeds or Cash Surrender Value, as applicable, is applied to an Annuity Plan as described in Section 7.3.

We have the right to change the amount we charge for any premium tax to conform to changes in applicable law or if you change your state of residence. Any premium taxes will be deducted on a last in first out basis and on a pro rata basis from the Strategy and Index.

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7. CONTRACT BENEFITS

7.1 Contract Surrender

On or at any time prior to the Maturity Date you may Surrender the Contract in full for its Cash Surrender Value. To do so you must provide Notice to Us, as defined in Section 2, which we must receive no later than the Maturity Date. If we receive your Notice to Us before the close of business on any Business Day, the Cash Surrender Value will be determined at the close of business on such Business Day; otherwise, the Cash Surrender Value will be determined as of the close of the next Business Day. We may require that this Contract be returned to us before we pay you the Cash Surrender Value. If you have lost the Contract, we may require that you complete and return to our Customer Service Center a lost contract form. Upon payment of the Cash Surrender Value, this Contract shall cease to have any further value.

At any time prior to the Maturity Date, you may also Surrender a portion of the Contract's Accumulation Value. The minimum amount that may be Surrendered at any one time is the lesser of: (i) $1,000; or (2) the Surrender Charge Free Amount. A partial Surrender will be deemed to be a full Surrender and the Cash Surrender Value will be paid if, at the time of the Surrender, the Cash Surrender Value is reduced to less than $2,500. Partial Surrenders will be taken on a last in first out basis and on a pro rata basis from the Strategy and Index.

7.2 The Death Benefit

If any Owner (or, if the Owner is not a natural person, any Annuitant) dies before the Maturity Date, the Death Benefit is payable to the Beneficiary as determined under Section 3.4. Only one Death Benefit is payable under this Contract. If there are multiple Beneficiaries, the Death Benefit will be paid in equal shares to all Beneficiaries in the same class (primary or contingent, as applicable) unless you provide Notice to Us directing otherwise.

The Death Benefit equals the Proceeds as of the date of death of the Owner or Annuitant, whichever is applicable. From the date of death until the Death Benefit is paid, the Death Benefit will be credited with interest at the greater of the Company Death Benefit Rate or the applicable state interest rate required to be paid on annuity death claims, if any. We determine the Company Death Benefit Rate solely in our discretion and it is subject to change. Your Beneficiaries may contact us to determine the current Company Death Benefit Rate.

The entire interest in this Contract must be distributed as described below in accordance with the requirements of Section 72(s) of the Code and all the terms of this Contract shall be interpreted in accordance with that section. If the Death Benefit is applied to an Annuity Plan, the primary Beneficiary will be deemed to be the Annuitant. See Section 7.3 for more information on applying the Death Benefit to an Annuity Plan.

If any Owner (or, if the Owner is not a natural person, any Annuitant) dies before the Maturity Date, the following applies:

Spousal Beneficiaries

If the sole primary Beneficiary is the deceased Owner's "spouse" (as defined by federal law), upon Notice

to Us from your surviving spouse, in lieu of receiving the Death Benefit, the Contract may be continued with the surviving spouse as the new Owner, pursuant to Section 72(s) of the Code, and the following will apply: (1) If the deceased Owner was an Annuitant, the surviving spouse will also become an Annuitant.

(2) The age of the surviving spouse will be used as the Owner's age under the continued Contract. (3) Surrender Charges on subsequent Surrenders will be waived.

(4) Additional Premiums will not be accepted.

(5) At the subsequent death of the new Owner (i.e., the surviving spouse), the Death Benefit must be distributed as required for non-spousal Beneficiaries as stated below after which the continued Contract will terminate.

If the deceased Owner’s spouse does not choose to continue the Contract (or, if continued, upon the death of the deceased Owner’s spouse), the Death Benefit will be distributed as stated below for non-spousal Beneficiaries. If the deceased Owner’s spouse has attained age 85 on the date of the Owner’s death, the deceased Owner’s spouse may not choose to continue the Contract.

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Non-spousal Beneficiaries

If any primary Beneficiary is someone other than the deceased Owner's spouse, the primary Beneficiary will become the Annuitant and the following will apply: (1) No Additional Premiums may be made following the date of the Owner's death; and (2) The entire Proceeds must be distributed to the Beneficiary:

(a)	in its entirety within five years of the Owner's death; or
(b)	beginning within one year after the Owner's death: (i) over the life of the Beneficiary; or (ii) over a period not greater than the Beneficiary's life expectancy.

If the Beneficiary dies before all Death Benefit payments have been distributed, any remaining distributions will be paid to such Beneficiary’s estate or as otherwise directed by the Beneficiary in a Notice to Us.

How to Claim the Death Benefit

We shall pay the Death Benefit upon our receipt of Proof of Death and all required claim forms. The claimant should contact our Customer Service Center at the address or phone number on the first page of this Contract for further instructions.

7.3 Annuity Payments

If the Proceeds are less than $2,000 on the Maturity Date as shown on the first page of this Contract, we will pay you or, subject to our consent in the event the payee is not a natural person, a payee designated by you, the Proceeds in one lump sum payment as directed by you and this Contract will have no further value. If the Proceeds are equal to or greater than $2,000 on the Maturity Date as shown on the first page of this Contract and an Annuitant is living on the Maturity Date, we will begin making Annuity Payments as described below.

We will make Annuity Payments beginning on the Maturity Date, on a monthly basis unless you deliver Notice to Us directing us to pay at a different frequency. However, requests for periodic payments other than monthly, quarterly, semi-annually or annually require our consent.

If the day an Annuity Payment is scheduled to be paid is not a Business Day, for instance, a weekend, or does not exist in any month in which an Annuity Payment is due, for instance, a month that does not contain twenty-nine, thirty, or thirty-one days, such Annuity Payment will be paid on the next Business Day.

The amount applied to an Annuity Plan will be the Proceeds, less any applicable premium tax, which will

determine the Annuity Payment under the Annuity Plan you have elected.

Each Annuity Payment must equal at least $20. If Annuity Payments would be less than $20, we have the right to make such Annuity Payments less frequently as necessary to make the Annuity Payment equal to at least $20.

We have the right to change the $2,000 and $20 minimums stated in this provision based upon increases reflected in the Consumer Price Index for All Urban Consumers (CPI-U) since January 1, 2005.

Electing an Annuity Plan

You may elect any of the Annuity Plans described below. In addition, you may elect any other Annuity Plan we may be offering on the Maturity Date. You may change the Annuity Plan you have elected at any time before the Maturity Date upon thirty days prior Notice to Us. Upon request, we will send you the proper forms to elect or change an Annuity Plan. The elected Annuity Plan shall become effective when we receive satisfactorily completed forms indicating your election.

If you do not elect an Annuity Plan by the Maturity Date, payments, calculated based on the oldest Annuitant's life, will be made to you or a payee designated by you automatically each month for a minimum of 120 months and as long thereafter as the oldest Annuitant lives unless otherwise limited by applicable law.

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Your election of an Annuity Plan is subject to the following additional terms and conditions: (1) If you do not direct us otherwise, Annuity Payments will be paid to you.

(2) Our consent is necessary if the payee is not a natural person.

(3) Any change in the payee will take effect as of the date we receive Notice to Us.

If any Owner or payee dies on or after the Maturity Date but before all Annuity Payments have been paid, we will pay the primary Beneficiary the remaining value of any such Annuity Payments at least as rapidly as under the Annuity Plan in effect at the time of death.

Subject to the provisions set forth above an Annuity Plan may also be elected for the distribution of the Cash Surrender Value after the first Contract Year, or the Death Benefit.

The Annuity Plans

(1) Payments for a Period Certain

Annuity Payments are paid in equal installments for a fixed number of years as shown in Table A below. The number of years cannot be less than ten or more than thirty unless otherwise limited by applicable law.

(2) Payments for Life with Period Certain

Annuity Payments are paid for a fixed number of years and as long thereafter as the Annuitant is living as shown in Table B below. However, the number of years cannot be less than ten or more than thirty unless otherwise required by applicable law.

(3) Life Only Payments

     Annuity Payments are paid for as long as the Annuitant is living as shown in Table B below. (4) Joint and Last Survivor Life Payments

Annuity Payments are paid for as long as either of two Annuitants is living as shown in Table C below.

Annuity Plan Tables

The following tables show the minimum monthly payments for each $1,000 of Proceeds or Cash Surrender Value, as applicable, applied under the Annuity Plan, assuming fixed payments with a net investment return of 1.0%, using the Annuity 2000 Mortality Tables. We may pay a higher rate at our discretion.

In Tables B and C, the amount of each payment will depend on the Annuitant's sex and age as determined by the nearest birthday at the time Annuity Payments commence. Annuity Payments made on a basis other than monthly and for ages or number of years not shown will be calculated on the same basis as those shown and may be obtained from us by contacting our Customer Service Center at the address or phone number set forth on the first page of this Contract.

		Table A: Monthly Payments for a Period Certain
Years	Monthly	Years	Monthly	Years	Monthly
Payable	Payment	Payable	Payment	Payable	Payment
10	$8.75	17	$5.33	24	$3.90
11	7.99	18	5.05	25	3.76
12	7.36	19	4.81	26	3.64
13	6.83	20	4.59	27	3.52
14	6.37	21	4.40	28	3.41
15	5.98	22	4.22	29	3.31
16	5.63	23	4.05	30	3.21

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Table B: Monthly Life Payments (Single Annuitant)
				Life with 10 Year	Life with 20 Year
Age of		Life Only		Period Certain	Period Certain
Payee	Male	Female	Male	Female	Male	Female
50	$2.98	$2.75	$2.97	$2.74	$2.89	$2.70
55	3.37	3.08	3.34	3.07	3.20	2.99
60	3.89	3.52	3.82	3.49	3.55	3.34
65	4.58	4.11	4.44	4.04	3.91	3.72
70	5.54	4.93	5.20	4.75	4.22	4.10
75	6.87	6.12	6.09	5.67	4.43	4.38
80	8.72	7.88	7.00	6.71	4.54	4.53
85	11.30	10.50	7.79	7.65	4.58	4.58

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

					Male Age
Female	50	55	60	65	70	75	80	85
Age
50	$2.47	$2.55	$2.47	$2.55	$2.62	$2.67	$2.70	$2.72
55	2.60	2.73	2.85	2.93	2.99	3.03	3.05	3.06

60	2.71	2.90	3.08	3.22	3.33	3.41	3.46	3.48
65	2.81	3.05	3.30	3.53	3.73	3.87	3.97	4.03
70	2.87	3.16	3.49	3.83	4.15	4.41	4.61	4.75
75	2.92	3.25	3.64	4.09	4.56	5.01	5.39	5.67
80	2.95	3.30	3.74	4.28	4.91	5.58	6.23	6.79
85	2.96	3.34	3.81	4.42	5.17	6.06	7.03	7.98

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8. OTHER IMPORTANT INFORMATION

8.1 Annual Report to Owner

We will provide you a report at least once during each Contract Year. The report will show the current Accumulation Value and the Cash Surrender Value of this Contract, as well as any amounts deducted from, or added to, the Accumulation Value since the last report. The report will also include any other information that is required by law or regulation.

This report will be sent to you at your last known address within sixty days after the report date. Upon your request, we will provide additional reports, but we reserve the right to assess a reasonable charge for each such additional report. We will also provide you with copies of any other notices, reports or documents as required by law or regulation.

8.2 Assignment

You may assign this Contract as security for a loan or other obligation. Such an assignment is not a change of ownership. However, your rights, and those of any Beneficiary, are subject to the terms of any assignment. Written consent of any Irrevocable Beneficiary is required before any assignment is effective. You shall provide Notice to Us in order to make, modify or release any assignment. We are not responsible for the validity or other effects of any assignment.

8.3 Misstatement Made by Owner in Connection with the Purchase of this Contract

We may require proof of the age and/or sex of any person upon whose life Death Benefits or Annuity Payments are determined. If you have misstated the age or sex of such person, we will adjust future benefit payments to reflect those that the Premiums would have purchased at the correct age or sex. We will include in the next payment any underpayments due to such misstatement with interest credited at the rate of 1.5% annually. We will deduct any overpayments plus interest at 1.5% annually from future payments until the overpayment has been repaid in full.

We reserve the right to void this Contract and return the Cash Surrender Value in the event you make any material misrepresentation in connection with the purchase of this Contract.

8.4 Payments We May Defer

We may, at any time, defer payment of the full Cash Surrender Value or any partial Surrender for up to six months after we receive a request for it, contingent upon written approval by the insurance supervisory official in the jurisdiction in which this Contract is issued.

8.5 Incontestability

Except in the case of fraud, this Contract shall be incontestable from the Contract Date.

8.6 Basis of Computation

If required by law, we have filed a detailed statement of our computations with the insurance

supervisory official in the jurisdiction where this Contract is issued. The reserves and guaranteed values will at no time be less than the minimums required by the laws of such jurisdiction.

8.7 Rules for Interpreting this Contract

In this Contract, headings and captions are intended for convenience in reference only and do not affect interpretation of the Contract’s provisions. Unless the context clearly indicates otherwise: (1) All language that implies the singular will also include the plural (and vice versa) and any words indicating one gender will also include the other gender, as appropriate; and (2) Where a word or phrase has been given a defined meaning, any other part of speech or grammatical form of that word or phrase will have a corresponding meaning.

8.8 Non-Waiver

We may, in our discretion, elect not to exercise any right, privilege, or option under this Contract. Such election will not constitute a waiver of the right to exercise such right, privilege, or option at any subsequent time, nor will it constitute a waiver of any provision in the Contract.

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ING Life Insurance and Annuity Company

[Windsor, Connecticut]

[Customer Service Center

P.	O. Box 10450
909	Locust Street

Des Moines, Iowa 50306-0450]
[1-888-854-5950]

MODIFIED SINGLE PREMIUM DEFERRED ANNUITY CONTRACT

Cash Surrender Values may increase based on the Strategy you have selected. You may allocate your Premium between the Fixed Rate Strategy and the Point-to-Point Cap Index Strategy. Under the Point-to-Point Cap Index Strategy contract values are affected by the performance of an external index, but the Contract does not directly participate in such external index or other equity investments.

The initial interest rate for the Fixed Rate Strategy is guaranteed for one year only.

If you Surrender all or a portion of the Accumulation Value of the Contract, Surrender Charges may apply. Surrender Charges, when applied, will reduce the amount paid to you. Surrender Charges will not apply under certain conditions (see Section 6.3).

This Contract is non-participating which means it will not pay dividends resulting from any of the surplus or earnings of ING Life Insurance and Annuity Company.

IU-IA-3090

EX-16.(4)(III)

Exhibit 16(4)(iii):  IRA Endorsement (IU-RA-4021)

ING Life Insurance and Annuity Company

P.O. BOX 10450, 909 LOCUST STREET, DES MOINES, IOWA 50306-0450

Individual Retirement Annuity Endorsement

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

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

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

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

1. IMPORTANT TERMS AND DEFINITIONS

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

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

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

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

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

IU-RA-4021

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2. NON-FORFEITABLE AND NON-TRANSFERABLE

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

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

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2

3. CONTRIBUTIONS

3.1 Maximum Regular Contribution Limits

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

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

3.2 SIMPLE IRA Contribution Limitation

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

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4. REQUIRED MINIMUM DISTRIBUTIONS

4.1 In General

Notwithstanding any provision of this IRA to the contrary, the distribution of your Interest in this IRA shall be made in accordance with the requirements of Code Section 408(b)(3) and the Income Tax Regulations thereunder, the provisions of which are herein incorporated by reference. If distributions are not made in the form of an annuity on an irrevocable basis (except for acceleration), then distribution of the Interest in this IRA must satisfy the requirements of Section 408(a)(6) of the Code and the regulations thereunder, rather than the provisions of subsections 4.2 and 4.3.

4.2 Required Minimum Distributions

Your entire Interest in the IRA will be distributed no later than April 1 following the calendar year in which you attain 70½ (the "required beginning date") over your life or the lives of you and your Designated Beneficiary, or a period certain not extending beyond your life expectancy or the joint and last survivor expectancy of you and your Designated Beneficiary. Payments must be made in periodic payments at intervals of no longer than 1 year and must be either nonincreasing or they may increase only as provided in Q&As-1 and -4 of Section 1.401(a)(9)-6 of the Income Tax Regulations. In addition, any distribution must satisfy the incidental benefit requirements specified in Q&A-2 under Section 1.401(a)(9)-6 of the Income Tax Regulations.

The distribution periods described in the paragraph above cannot exceed the periods specified in Section 1.401(a)(9)-6 of the Income Tax Regulations.

The first required payment can be made as late as April 1 of the year following the year in which you attain 70½ and must be the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval. If all or a portion of an individual account is used to purchase an annuity after distributions are required to commence (the required beginning date, in the case of distributions commencing before death, or the date determined under Q&A-3 of Section 1.401(a)(9)-3 of the Income Tax Regulations, in the case of distributions commencing after death), payments under the annuity, and distributions of any remaining account, must be made in accordance with Q&A-5(e) of Section 1.401(a)(9)-5 of the Income Tax Regulations.

4.3 Distributions Upon Death

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

Death Before Required Distributions Commence. If you die before required distributions commence, your entire Interest will be distributed at least as rapidly as follows:

(1)      If the Designated Beneficiary is someone other than your surviving spouse, the remaining portion of the entire Interest will be distributed, starting by the end of the calendar year following the calendar year of your death, over the Designated Beneficiary’s life, or over a period not extending beyond the remaining life expectancy of the Designated Beneficiary, with such life expectancy determined using the age of the Designated Beneficiary as of his or her birthday in the year following the year of your death, or if elected, in

accordance with paragraph (3) below.

(2)

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

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

IU-RA-4021


4

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

IU-RA-4021


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5. GENERAL PROVISIONS

5.1 Multiple IRAs

If you own more than one IRA, the required minimum distribution must be calculated separately for each IRA. The separately calculated amounts may be totaled and the total distribution taken from any one or more of your IRAs under the rules set forth in Q&A-9 of Section 1.408-8 of the Income Tax Regulations. Amounts in IRAs that you hold as a beneficiary of the same decedent and which are being distributed under Code Section 401(a)(9)(B)(iii) or (iv) may be aggregated, but such amounts may not be aggregated with amounts held in IRAs that you hold as the IRA owner or as the beneficiary of another decedent.

5.2 Annual Report

We will furnish annual calendar year reports concerning the status of the Contract and such information concerning required minimum distributions as is prescribed by the Commissioner of the Internal Revenue Service.

5.3 Amendments

We reserve the right to amend or administer this Endorsement, subject to regulatory approval, as necessary to comply with the Code, the Income Tax Regulations or published Internal Revenue Service Rulings. We will send a copy of any such amendment to you. It will be mailed to the last post office address known to us. Any such changes will apply uniformly to all Contracts that are affected.

5.4 Annuity Plan Table

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

Table B: Life Payments (Single Annuitant)

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

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Table C: Joint and Last Survivor Life Payments (Joint Annuitants)
Age
Age	50	55	60	65	70	75	80	85	90	95
50	$2.41	$2.51	$2.59	$2.65	$2.69	$2.71	$2.73	$2.74	$2.74	$2.74
55	2.51	2.66	2.79	2.89	2.97	3.01	3.04	3.06	3.07	3.08
60	2.59	2.79	2.98	3.15	3.29	3.38	3.44	3.48	3.50	3.51
65	2.65	2.89	3.15	3.41	3.64	3.82	3.97	4.02	4.06	4.08
70	2.69	2.97	3.29	3.64	3.99	4.31	4.56	4.72	4.82	4.87
75	2.71	3.01	3.38	3.82	4.31	4.82	5.27	5.62	5.84	5.97
80	2.73	3.04	3.44	3.94	4.56	5.27	6.01	6.67	7.15	7.46
85	2.74	3.06	3.48	4.02	4.72	5.62	6.67	7.76	8.70	9.37
All other provisions of the Contract remain unchanged.

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EX-16.(4)(IV)

Exhibit 16(4)(iv):  IRA Endorsement (IU-RA-4022)

ING Life Insurance and Annuity Company

P.O. BOX 10450, 909 LOCUST STREET,DES MOINES, IOWA 50306-0450

Roth Individual Retirement Annuity Endorsement

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

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

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

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

1. IMPORTANT TERMS AND DEFINITIONS

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

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

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

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

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

IU-RA-4022


1

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

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

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

IU-RA-4022

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2. NON-FORFEITABLE AND NON-TRANSFERABLE

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

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

IU-RA-4022

3

3. CONTRIBUTIONS

3.1 Maximum Regular Contribution Limits

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

Maximum Permissible Amount. A Contribution permitted under the Contract may include a Qualified Rollover Contribution, a non-taxable transfer from another Roth IRA, a Recharacterization, and cash. The total of such cash Contributions to all Roth IRA’s held by you in a taxable year may not exceed the lesser of the applicable amount (described below) or your Compensation for the year. The Contribution described in the previous sentence that may not exceed the lesser of the applicable amount or the Owner’s Compensation is referred to as a “regular Contribution.” However, notwithstanding the dollar limits on Contributions, a Contribution permitted under the

Contract may include an individual’s repayment of a qualified reservist distribution described in Code Section 72(t)(2) (G) during the 2-year period beginning on the day after the end of the active duty period.

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

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

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

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

Filing Status	Full Contribution	Phase-out Range	No Contribution
		Modified AGI
Single or Head of	$95,000 or less	Between $95,000 and	$110,000 or more
Household		$110,000
Joint Return or	$150,000 or less	Between $150,000	$160,000 or more
Qualifying Widow(er)		and $160,000
Married Separate	$0	Between $0 and	$10,000 or more
Return		$10,000

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

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

3.2 SIMPLE IRA Contribution Limitation

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

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4

4. REQUIRED MINIMUM DISTRIBUTIONS

4.1 In General

Notwithstanding any provision of the Contract to the contrary, the distribution of your Interest in this Roth IRA shall be made in accordance with the requirements of Section 408(b)(3) of the Code, as modified by Section

408A(c)(5) of the Code, and the Income Tax Regulations thereunder, the provisions of which are herein incorporated by reference. If distributions are not made in the form of an annuity on an irrevocable basis (except for acceleration), then distribution of the Interest in the Contract must satisfy the requirements of Section 408(a)(6) of the Code, as modified by Section 408A(c)(5) of the Code, and the regulations thereunder, rather than the distribution rules noted below.

4.2 Distributions During the Owner’s Life

No amount is required to be distributed under Code Section 408A or Code Section 401(a)(9) prior to your death. However if distributions commence under an Annuity Plan while you are alive, the Annuity Plan that you may elect will be limited as necessary so that any Annuity Payments made after your death will satisfy Section 4.3 below. In particular, unless otherwise permitted under applicable federal tax law and by us, any Period Certain of Annuity Payments commencing during your life may not exceed the life expectancy of the Designated Beneficiary.

4.3 Distributions Upon Death

Upon your death, the entire Interest will be distributed at least as rapidly as follows:

(1)	If the Designated Beneficiary is someone other than your surviving spouse, the remaining portion of the entire Interest will be distributed, starting by the end of the calendar year following the calendar year of your death, over the Designated Beneficiary’s life, or over a period not extending beyond the remaining life expectancy of the Designated Beneficiary, with such life expectancy determined using the age of the Designated Beneficiary as of his or her birthday in the year following the year of your death, or if elected, in accordance with paragraph (3) below.
(2)	If the sole Designated Beneficiary is your surviving spouse, the entire Interest will be distributed, starting by the end of the calendar year following the calendar year of your death (or by the end of the calendar year in which you would have attained age 70½, if later), over such spouse’s life, or over a period not extending beyond the remaining life expectancy of the surviving spouse, or, if elected, in accordance with paragraph (3) below. If the surviving spouse dies before required distributions commence to him or her, the remaining Interest will be distributed, starting by the end of the calendar year following the calendar year of the spouse’s death, over the spouse’s Designated Beneficiary’s remaining life expectancy determined using such Designated Beneficiary's age as of his or her birthday in the year following the death of the spouse, or, if elected, will be distributed in accordance with paragraph (3) below.
	If the surviving spouse dies after the required distributions commence to him or her, any remaining Interest will continue to be distributed under the Contract option chosen.
(3)	If there is no Designated Beneficiary, or if applicable by operation of paragraph (1) or (2) above, the entire Interest will be distributed by the end of the calendar year containing the 5th anniversary of your death (or of the spouse’s death in the case of the surviving spouse’s death before distributions are required to begin under paragraph (2) above).
(4)	Life expectancy is determined using the Single Life Table in Q&A-1 of Section 1.401(a)(9)-9 of the Income Tax Regulations. If distributions are being made to a surviving spouse as the sole Designated Beneficiary, such spouse’s remaining life expectancy for a year is the number in the Single Life Table corresponding to such spouse’s age in the year. In all other cases, remaining life expectancy for a year is
the	number in the Single Life Table corresponding to the Designated Beneficiary’s age in the year
specified	in paragraph (1) or (2) above and reduced by 1 for each subsequent year. If distributions are
made	in the form of an annuity, life expectancy is not recalculated.
(5)	For purposes of this Section 4.3, required distributions are considered to commence on the date
distributions	are required to begin to the surviving spouse under paragraph (2) above. However, if

distributions start prior to the applicable date in the preceding sentence, on an irrevocable basis (except for acceleration) under an annuity contract meeting the requirements of Section 1.401(a)(9)-6 of the Income Tax Regulations, then required distributions are considered to commence on the annuity starting date.

IU-RA-4022


5

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

IU-RA-4022


6

5. GENERAL PROVISIONS

5.1 Annual Report

We will furnish annual calendar year reports concerning the status of the Contract and such information concerning required minimum distributions as is prescribed by the Commissioner of the Internal Revenue Service.

5.2 Amendments

We reserve the right to amend or administer this Endorsement, subject to regulatory approval, as necessary to comply with the Code, the Income Tax Regulations or published Internal Revenue Service Rulings. We will send a copy of any such amendment to you. It will be mailed to the last post office address known to us. Any such changes will apply uniformly to all Contracts that are affected.

All other provisions of the Contract remain unchanged.

IU-RA-4022

7

EX-16.(4)(V)

Exhibit 16(4)(v):  Name Change Endorsement (EVNMGHC (09/14))

Voya Retirement Insurance and Annuity Company

ENDORSEMENT

The Contract, Policy and/or Certificate are hereby endorsed effective September 1, 2014, as follows:

The name of ING Life Insurance and Annuity Company has been changed to Voya Retirement Insurance and Annuity Company. Accordingly, all references to ING Life Insurance and Annuity Company or ING in the Contract, Policy and/or Certificate are changed to Voya Retirement Insurance and Annuity Company and Voya, respectively.

The address and phone number remain as follows:

One Orange Way

Windsor, Connecticut  06095

Tel: 1.800.584.6001

All other terms, conditions and provisions of your Contract, Policy and/or Certificate remain unchanged.

/s/ Mary (Maliz) E. Beams

Mary (Maliz) E. Beams

President

Voya Retirement Insurance and Annuity Company

EX-16.(5)

Exhibit 16(5) and 16(23)(ii)

April 30, 2021

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:	Voya Retirement Insurance and Annuity Company
	S-3 Initial Registration Statement
	Prospectus Title:  Voya Select Multi-Index 5 & 7 File No: 333-______________

Ladies and Gentlemen:

The undersigned serves as counsel to Security Life of Denver Insurance Company as administrator for Voya Retirement Insurance and Annuity Company.

In connection with this opinion, I have reviewed the above-referenced Registration Statement on Form S-3. This filing describes the Voya Select Multi-Index 5 & 7 modified single premium deferred annuity contracts (the “Contracts”) offered by Voya Retirement Insurance and Annuity Company, a Connecticut domiciled corporation (the “Company”). I have also reviewed or supervised the review of any documents such as proceedings of the Board of Directors that I have deemed necessary or appropriate for the purpose of rendering this opinion. On the basis of this review and assuming the securities represented by the Company are issued in accordance with the provisions of the prospectus, I am of the opinion that the securities, when sold, will have been legally issued, and constitute a legal and binding obligation of the Company.

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

In giving this consent I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Sincerely,

/s/ Ian Macleod

Ian Macleod

EX-16.(23)(I)

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

We consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm” in the Registration Statement (Form S-3, No. 333-278860) and “Experts” in the Prospectus of Voya Select Multi-Index 5 & 7 of Voya Retirement Insurance and Annuity Company (“VRIAC”) and to the incorporation by reference therein of our reports dated March 7, 2024, with respect to the consolidated financial statements and schedules of VRIAC included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP 

San Antonio, TX

April 17, 2024

EX-16.(24)(I)

Exhibit 16(24)(a):  Powers of Attorney

POWER OF ATTORNEY

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

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli, Ian D. Macleod and

          Peter T. Moriarty

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-34370	033-75996	033-81216	333-105479	333-134760	333-255015
033-61897	033-76002	333-207045	333-109622	333-153730
033-64277	033-75988	333-01107	333-109860	333-167182
033-75248	033-75992	333-09515	333-129091	333-167680
033-75962	033-76004	333-27337	333-130822	333-255010
033-75974	033-76018	333-56297	333-130825	333-255012
033-75980	033-79122	333-72079	333-130826	333-255013

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

811-02512 811-02513 811-04536 811-05906 811-08582

I hereby ratify and confirm on this 18 day of March 2024, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/Robert L. Grubka

Robert L. Grubka, Director and President

STATE OF MINNESOTA

COUNTY OF HENNEPIN

The foregoing instrument was acknowledged before me this 18 day of March 2024, by Robert L. Grubka.

  /s/Melissa O’Donnell Notary Public MELISSA ODONNELL NOTARY PUBLIC – MINNESOTA MY COMMISSION EXPIRES 01/31/2025   Notary Public, State of Minnesota Commission Expires 01/31/2025

POWER OF ATTORNEY

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

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli, Ian D. Macleod and

          Peter T. Moriarty

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-34370	033-75996	033-81216	333-105479	333-134760	333-255015
033-61897	033-76002	333-207045	333-109622	333-153730
033-64277	033-75988	333-01107	333-109860	333-167182
033-75248	033-75992	333-09515	333-129091	333-167680
033-75962	033-76004	333-27337	333-130822	333-255010
033-75974	033-76018	333-56297	333-130825	333-255012
033-75980	033-79122	333-72079	333-130826	333-255013

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

811-02512 811-02513 811-04536 811-05906 811-08582  

I hereby ratify and confirm on this 23^rd day of March 2024, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/Mona M. Zielke

Mona M. Zielke, Director

Witness & Notary

Attested and subscribed in the presence of the principal and subsequent to the principal subscribing same:

First Witness signs:  /s/Tonie HintzSecond Witness Signs:  /s/Traci J. Quadi

Printed name of witness:  Tonie HintzPrinted name of witness:  Traci J. Quadi

State of Florida)

County of  LEE)

Personally Appeared Mona. M. Zielke, Signer and Sealer of the foregoing instrument, and acknowledged the same to be his free act and deed, before me.

/s/Tonie Hintz Notary Public Tonie Hintz Notary Public, State of Florida Commission Expires 2/15/2027   NOTARY PUBLIC    TONIE HINTZ SEALNotary Public – State of Florida STATE OF Commission #HH363095 FLORIDAMy Comm. Expires Feb 15, 2027 Bonded through National Notary Assn.

POWER OF ATTORNEY

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

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli, Ian D. Macleod and

          Peter T. Moriarty

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-34370	033-75996	033-81216	333-105479	333-134760	333-255015
033-61897	033-76002	333-207045	333-109622	333-153730
033-64277	033-75988	333-01107	333-109860	333-167182
033-75248	033-75992	333-09515	333-129091	333-167680
033-75962	033-76004	333-27337	333-130822	333-255010
033-75974	033-76018	333-56297	333-130825	333-255012
033-75980	033-79122	333-72079	333-130826	333-255013

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

811-02512 811-02513 811-04536 811-05906 811-08582

I hereby ratify and confirm on this 14 day of March 2024, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/Amelia J. Vaillancourt

Amelia J. Vaillancourt, Director

Witness & Notary

Attested and subscribed in the presence of the principal and subsequent to the principal subscribing same:

First Witness signs:  /s/Tanya GrceleySecond Witness Signs:  /s/Phyllis Stamcy

Printed name of witness:  Tanya GrceleyPrinted name of witness:  Phyllis Stamcy

State of North Carolina)

County of  Mecklenburg)  ss

Personally Appeared Amelia J. Vaillancourt, Signer and Sealer of the foregoing instrument, and acknowledged the same to be his free act and deed, before me.

/s/Kristen Wolf Notary Public Kristen Wolf Notary Public, State of North Carolina Commission Expires 12/27/2026

KRISTEN WOLF

Notary Public

Mecklenburg

County

My Comm. Exp

12-27-2026

NORTH CAROLINA

POWER OF ATTORNEY

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

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli, Ian D. Macleod and

          Peter T. Moriarty

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-34370	033-75996	033-81216	333-105479	333-134760	333-255015
033-61897	033-76002	333-207045	333-109622	333-153730
033-64277	033-75988	333-01107	333-109860	333-167182
033-75248	033-75992	333-09515	333-129091	333-167680
033-75962	033-76004	333-27337	333-130822	333-255010
033-75974	033-76018	333-56297	333-130825	333-255012
033-75980	033-79122	333-72079	333-130826	333-255013

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

811-02512 811-02513 811-04536 811-05906 811-08582  

I hereby ratify and confirm on this 13^th day of March 2024, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/Michael R. Katz

Michael R. Katz, Director and Chief Financial Officer

POWER OF ATTORNEY

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

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli, Ian D. Macleod and

   Peter T. Moriarty

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-34370	033-75996	033-81216	333-105479	333-134760	333-255015
033-61897	033-76002	333-207045	333-109622	333-153730
033-64277	033-75988	333-01107	333-109860	333-167182
033-75248	033-75992	333-09515	333-129091	333-167680
033-75962	033-76004	333-27337	333-130822	333-255010
033-75974	033-76018	333-56297	333-130825	333-255012
033-75980	033-79122	333-72079	333-130826	333-255013

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

811-02512 811-02513 811-04536 811-05906 811-08582

I hereby ratify and confirm on this 10 day of March 2024, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/Francis G. O’Neill

Francis G. O’Neill, Director

STATEMENT OF WITNESS

On the date written above, the principal declared to me in my presence that this instrument is his general durable power of attorney and that he had willingly signed or directed another to sign for him, and that he executed it as his free and voluntary act for the purposes therein expressed.

/s/James C. LehanSignature of Witness #1
James C. LehanPrinted or typed name of Witness #1
21 Winterberry WayAddress of Witness #1
Norfolk, MA 02056

/s/Elizabeth S. LehanSignature of Witness #2
Elizabeth S. LehanPrinted or typed name of Witness #2
21 Winterberry WayAddress of Witness #2
Norfolk, MA 02056

POWER OF ATTORNEY

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

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli, Ian D. Macleod and

          Peter T. Moriarty

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-34370	033-75996	033-81216	333-105479	333-134760	333-255015
033-61897	033-76002	333-207045	333-109622	333-153730
033-64277	033-75988	333-01107	333-109860	333-167182
033-75248	033-75992	333-09515	333-129091	333-167680
033-75962	033-76004	333-27337	333-130822	333-255010
033-75974	033-76018	333-56297	333-130825	333-255012
033-75980	033-79122	333-72079	333-130826	333-255013

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

811-02512 811-02513 811-04536 811-05906 811-08582

I hereby ratify and confirm on this 12 day of March 2024, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/Tony D. Oh

Tony D. Oh, Chief Accounting Officer

STATEMENT OF WITNESS

On the date written above, the principal declared to me in my presence that this instrument is his general durable power of attorney and that he had willingly signed or directed another to sign for him, and that he executed it as his free and voluntary act for the purposes therein expressed.

/s/Ashley OhSignature of Witness #1
Ashley OhPrinted or typed name of Witness #1

6778 Encore BlvdAddress of Witness #1
Sandy Springs, GA 30228

/s/Annes OhSignature of Witness #2
Annes OhPrinted or typed name of Witness #2
6778 Encore Blvd.Address of Witness #2
Sandy Springs, GA 30228

POWER OF ATTORNEY

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

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli, Ian D. Macleod and

           Peter T. Moriarty

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-34370	033-75996	033-81216	333-105479	333-134760	333-255015
033-61897	033-76002	333-207045	333-109622	333-153730
033-64277	033-75988	333-01107	333-109860	333-167182
033-75248	033-75992	333-09515	333-129091	333-167680
033-75962	033-76004	333-27337	333-130822	333-255010
033-75974	033-76018	333-56297	333-130825	333-255012
033-75980	033-79122	333-72079	333-130826	333-255013

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

811-02512 811-02513 811-04536 811-05906 811-08582

I hereby ratify and confirm on this 15 day of March 2024, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/Youssef A. Blal

Youssef A. Blal, Director

STATE OF MINNESOTA

COUNTY OF HENNEPIN

The foregoing instrument was acknowledged before me this 15 day of March 2024, by Youssef A. Blal.

  /s/Melissa O’Donnell Notary Public MELISSA ODONNELL NOTARY PUBLIC – MINNESOTA MY COMMISSION EXPIRES 01/31/2025   Notary Public, State of Minnesota Commission Expires 01/31/2025

POWER OF ATTORNEY

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

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli, Ian D. Macleod and

          Peter T. Moriarty

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

033-34370	033-75996	033-81216	333-105479	333-134760	333-255015
033-61897	033-76002	333-207045	333-109622	333-153730
033-64277	033-75988	333-01107	333-109860	333-167182
033-75248	033-75992	333-09515	333-129091	333-167680
033-75962	033-76004	333-27337	333-130822	333-255010
033-75974	033-76018	333-56297	333-130825	333-255012
033-75980	033-79122	333-72079	333-130826	333-255013

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

811-02512 811-02513 811-04536 811-05906 811-08582

I hereby ratify and confirm on this 28 day of March 2024, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

Signature

/s/Neha V. Jain

Neha V. Jain, Director