Form POS AM Voya Retirement Insurance & Annuity Co

POS AM - Post-Effective amendments for registration statement

Published: 2005-04-07 17:04:56
Submitted: 2005-04-07
iicamrashell.txt REGISTRATION STATEMENT
<DOCUMENT>
<TYPE>POS AM
<SEQUENCE>1
<FILENAME>iicamrashell.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
As filed with the Securities and Exchange             Registration No. 33-63657
Commission on April 7, 2005

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 14

                                       TO

                                    FORM S-2

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        ING Insurance Company of America

                                     Florida

                                   06-1286272

        Corporate Center One, 2202 North Westshore Boulevard, Suite 350,

                              Tampa, Florida 33607

Linda E. Senker, Esq.                               James A. Shuchart, Esq.
ING                                                 ING
1475 Dunwoody Drive                                 1475 Dunwood Drive
West Chester, PA  19380-1478                        West Chester, PA  19380-1478
(610) 425-4139                                      (610) 425-3563
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: It is proposed
that the public offering will commence as soon as practicable after
effectiveness of this filing.

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

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legal facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box.  [XX]

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

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]


<PAGE>

                              PART I


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ING INSURANCE COMPANY OF AMERICA
SINGLE PREMIUM DEFERRED MODIFIED GUARANTEED ANNUITY CONTRACT

                             ING MULTI-RATE ANNUITY
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                                                                  APRIL 29, 2005

THE CONTRACT. The contract described in this prospectus is a group or
individual, single purchase payment, modified guaranteed deferred annuity
contract issued by ING Insurance Company of America (the "Company," "we," "us,"
our). The contract is available as a nonqualified deferred annuity.
Additionally, the contract is available as a rollover to a traditional
Individual Retirement Annuity ("IRA") under section 408(b) of the Internal
Revenue Code of 1986, as amended ("Tax Code") or a rollover to a Roth IRA under
Tax Code section 408A. See "Purchase" in this prospectus for additional
information.


The contract is not offered for sale in the State of New York.

WHY READING THIS PROSPECTUS IS IMPORTANT. This prospectus contains facts about
the contract that you should know before investing. The information will help
you determine if the contract is right for you. Read this prospectus carefully.
If you do invest in the contract, retain this document for future reference.

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

WITHDRAWALS. You may withdraw all or part of your accumulated funds at any time.
WITHDRAWALS PRIOR TO THE END OF A GUARANTEED TERM MAY BE SUBJECT TO A MARKET
VALUE ADJUSTMENT AND CERTAIN FEES. UPON A FULL WITHDRAWAL, YOU COULD, THEREFORE,
RECEIVE LESS THAN YOUR PURCHASE PAYMENT. SEE THE "MARKET VALUE ADJUSTMENT"
SECTION AND "FEES" SECTION IN THIS PROSPECTUS FOR ADDITIONAL INFORMATION.

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

          Our Home Office:                 Our Customer Service Center:
  ING Insurance Company of America                      ING
       5100 West Lemon Street                      P.O. Box 9271
             Suite 213                       Des Moines, IA 50306-9271
        Tampa, Florida 33609                       1-800-531-4547
           (813) 261-9582


IICA - MRA - 134790

<PAGE>

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TABLE OF CONTENTS
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                                                                            PAGE

CONTRACT OVERVIEW ........................................................

GUARANTEED TERMS AND GUARANTEED INTEREST RATES ...........................

YOUR CHOICES AT THE END OF A GUARANTEED TERM .............................

PURCHASE .................................................................

RIGHT TO CANCEL ..........................................................

FEES .....................................................................

WITHDRAWALS ..............................................................

SYSTEMATIC DISTRIBUTION OPTIONS ..........................................

MARKET VALUE ADJUSTMENT (MVA) ............................................

DEATH BENEFIT ............................................................

INCOME PHASE .............................................................

INVESTMENTS ..............................................................

TAXATION .................................................................

OTHER TOPICS .............................................................
      The Company -- Variable Annuity Account B -- Contract
      Distribution -- Payment of Commissions -- Payment Delay or
      Suspension -- Voting Rights -- Contract Modifications --
      Transfer of Ownership: Assignment -- Involuntary Terminations --
      Trading -- Industry Developments -- Legal Matters and
      Proceedings

APPENDIX I -- CALCULATING A MARKET VALUE ADJUSTMENT (MVA) ................   I-1


                                       i

IICA - MRA - 134790

<PAGE>

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

QUESTIONS: CONTACTING THE COMPANY. To answer your questions, contact your sales
representative or write or call our Customer Service Center:

            ING
            P.O. Box 9271
            Des Moines, Iowa 50306-92711
            1-800-531-4547

CONTRACT DESIGN:

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

WHO'S WHO:

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

The Company (we, us, our): ING Insurance Company of America. We issue the
contract.

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

CONTRACT PHASES:

THE ACCUMULATION PHASE

      o     AT INVESTMENT. Upon purchase, you may direct your purchase payment
            to different guaranteed terms ranging up to and including twenty
            years. Each guaranteed term has its own guaranteed interest rate.
            Generally, your purchase payment will earn interest at the
            guaranteed interest rate(s) for the duration of the guaranteed
            term(s) you select. If you withdraw or transfer amounts prior to the
            end of a guaranteed term, those amounts may be subject to a market
            value adjustment and certain fees. See "Market Value Adjustment" and
            "Fees."

      o     AT MATURITY. We will notify you at least 18 days before the
            guaranteed term ends. If you do not make any election before the
            guaranteed term ends, we will automatically renew the contract for a
            guaranteed term of the same or similar duration. If you do not want
            to automatically renew, contact us before the guaranteed term ends.
            Prior to the end of a guaranteed term, you can elect to reinvest in
            a different guaranteed term, begin income phase payments, or
            withdraw the full amount available at maturity.

THE INCOME PHASE

You may start receiving income phase payments at any time after the first year
of the contract. Several payment options are available. See "Income Phase." In
general, you may receive payments for a specified period of time or for life;
receive payments monthly, quarterly, semi-annually or annually; and select an
option that provides a death benefit to beneficiaries.


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IICA - MRA - 134790

<PAGE>

CONTRACT FACTS:

FREE LOOK/RIGHT TO CANCEL: You may cancel the contract within ten days of
receipt (or as otherwise provided by state law). See "Right to Cancel."

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

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

SYSTEMATIC DISTRIBUTION OPTIONS: You may elect to receive regular payments from
your account, while retaining the account in the accumulation phase. See
"Systematic Distribution Options."

FEES: Certain fees may be deducted from your account value. See "Fees."

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

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

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

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GUARANTEED TERMS AND GUARANTEED INTEREST RATES
--------------------------------------------------------------------------------

The contract offers fixed interest options called guaranteed terms. On the
application or enrollment form, you select the guaranteed term(s) you want to
invest in from among the guaranteed terms we offer at that time. Your purchase
payment earns interest at the guaranteed interest rate applicable to that
guaranteed term.

GUARANTEED TERMS:

START DATE. Guaranteed terms always start on the first business day of the
month.

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

MINIMUM PAYMENTS. Your single purchase payment must be at least $10,000. You may
divide your single purchase payment among any of the various guaranteed terms we
offer, but you must invest at least $1,000 in any single guaranteed term.

GUARANTEED INTEREST RATES: We state the guaranteed interest rates as an
effective annual rate of return. In other words, we credit the interest you earn
on your purchase payment at a rate that provides the guaranteed rate of return
over a one-year period, assuming you make no withdrawals. Guaranteed interest
rates will never be less than the minimum guaranteed interest rate stated in the
contract. We reserve the right to offer, from time to time, guaranteed interest
rates to prospective investors that are higher than those offered to current
contract holders with respect to guaranteed terms of the same duration.


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IICA - MRA - 134790

<PAGE>

ONE GUARANTEED TERM/MULTIPLE GUARANTEED INTEREST RATES. More than one guaranteed
interest rate may be applicable during a guaranteed term greater than one year.
For example, a guaranteed term of five years may apply one guaranteed interest
rate for the first year, a different guaranteed interest rate for the next two
years, and a third guaranteed interest rate for the last two years.

EXAMPLE OF INTEREST CREDITING AT THE GUARANTEED INTEREST RATE. The example below
shows how interest is credited during a guaranteed term. The hypothetical
guaranteed interest rate used in this example is illustrative only and is not
intended to predict future guaranteed interest rates to be offered under the
contract. Actual guaranteed interest rates offered may be more or less than
those shown. The example assumes no withdrawals of any amount during the entire
seven-year guaranteed term illustrated. The example does not reflect any market
value adjustment, federal income taxes, possible tax penalties, or deductions of
any early withdrawal charge, premium taxes, or maintenance fees. See
"Withdrawals," "Market Value Adjustment," "Fees" and "Taxation."

      --------------------------------------------------------------------------
      EXAMPLE:

      Purchase payment:                      $20,000
      Guaranteed term:                       7 years
      Guaranteed interest rate:              6.00% per year

      The guaranteed interest rate is applied in this example by using the
      formula: 1 + the guaranteed interest rate = 1.06

      ACCOUNT VALUE AT END                   INTEREST EARNED AT END
      OF EACH CONTRACT YEAR                  OF EACH CONTRACT YEAR
      ---------------------                  ----------------------
      Contract year 1 = $21,200.00           Interest at end of contract year
      ($20,000.00 x 1.06)                    1 = $1,200.00

      Contract year 2 = $22,472.00           Interest at end of contract year
      ($21,200.00 x 1.06)                    2 = $1,272.00

      Contract year 3 = $23,820.32           Interest at end of contract year
      ($22,472.00 x 1.06)                    3 = $1,348.32

      Contract year 4 = $25,249.54           Interest at end of contract year
      ($23,820.32 x 1.06)                    4 = $1,429.22

      Contract year 5 = $26,764.51           Interest at end of contract year
      ($25,249.54 x 1.06)                    5 = $1,514.97

      Contract year 6 = $28,370.38           Interest at end of contract year
      ($26,764.51 x 1.06)                    6 = $1,605.87

      ACCOUNT VALUE AT END                   INTEREST EARNED AT END
      OF EACH CONTRACT YEAR                  OF EACH CONTRACT YEAR
      End of guaranteed term = $30,072.61    Interest at end of contract year
      ($28,370.38 x 1.06)                    7 = $1,702.23

      Total interest credited in guaranteed term = $10,072.61 ($30,072.61 -
      $20,000)
      --------------------------------------------------------------------------

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


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IICA - MRA - 134790

<PAGE>

      o     Regulatory and tax requirements;
      o     Sales commissions;
      o     Administrative expenses;
      o     General economic trends; and
      o     Competitive factors.

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

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YOUR CHOICES AT THE END OF A GUARANTEED TERM
--------------------------------------------------------------------------------

At least 18 calendar days prior to the end of a guaranteed term, we will notify
you that the guaranteed term is about to end. At the end of a guaranteed term,
you can do three things with the amount you have accumulated for that guaranteed
term:

      o     Reinvest all or part of it in another guaranteed term;
      o     Withdraw all or part of it; or
      o     Use all or part of it to start your income phase payments.

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

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

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

      o     For a guaranteed term equal to the guaranteed term just ended;
      o     If no such guaranteed term is available, for the guaranteed term
            with the next shortest duration; or
      o     If no such shorter guaranteed term is available, for the guaranteed
            term with the next longest duration

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

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PURCHASE
--------------------------------------------------------------------------------

CONTRACT TYPE. The contract may be purchased as one of the following:


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IICA - MRA - 134790

<PAGE>

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

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

PAYMENT METHODS. The following purchase payment methods are allowed:

      o     One lump-sum payment; or
      o     Transfer or rollover from a pre-existing plan or account.

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

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

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

      o     A traditional individual retirement account under Tax Code section
            408(a);
      o     A traditional individual retirement annuity under Tax Code section
            408(b); or
      o     A retirement plan qualified under Tax Code section 401 or 403.

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

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

We may also refuse to accept certain forms of premium payments or loan
repayments, if applicable, (traveler's checks, for example) or restrict the
amount of certain forms of premium payments or loan repayments (money orders
totaling more than $5,000, for example). In addition, we may require information
as to why a particular form of payment was used (third party checks, for
example) and the source of the funds of such payment in order to determine
whether or not we will accept it. Use of an unacceptable form of payment may
result in us returning your premium payment and not issuing the contract.

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


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<PAGE>

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RIGHT TO CANCEL
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You may cancel the contract within ten days of receiving it (or as otherwise
provided by state law) by returning it to our Service Center along with a
written notice of cancellation. We will issue a refund within seven days of our
receipt of the contract and written notice of cancellation. The refund will
equal the amount of your purchase payment.

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

      o     Early Withdrawal Charge (see below);
      o     Maintenance Fee (see below);
      o     Premium Taxes (see below);
      o     Market Value Adjustment (see "Market Value Adjustment"); and
      o     Taxation (see "Taxation").

EARLY WITHDRAWAL CHARGE

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

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

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

EARLY WITHDRAWAL CHARGE SCHEDULE:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
      Years since purchase payment credited:                   0       1      2      3       4     5      6      7
--------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>     <C>    <C>    <C>     <C>   <C>    <C>    <C>
      Fee as a percentage of payment withdrawn:                7%     7%     6%      6%     5%     4%    2%      0%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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


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IICA - MRA - 134790

<PAGE>

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

      o     It applies only to the first withdrawal each calendar year;

      o     All subsequent withdrawals that calendar year are subject to an
            early withdrawal charge, even if you did not withdraw the full 10%
            with your first withdrawal; and

      o     If your first withdrawal of the calendar year is in excess of 10% of
            your account value, the excess amount is subject to an early
            withdrawal charge.

WAIVER OF CHARGE. The early withdrawal charge is waived for amounts that are:

      o     Withdrawn at the end of a guaranteed term, provided that at least
            five days prior to the end of that guaranteed term we receive your
            withdrawal request in writing. (If you reinvest those amounts in
            another guaranteed term, future withdrawals will be subject to an
            early withdrawal charge as described above); or

      o     $2,500 or less, provided that no withdrawal has been made from your
            account during the prior 12 months; or

      o     Withdrawn due to your election of a systematic distribution option
            (see "Systematic Distribution Options"); or

      o     Withdrawn due to an involuntary termination. This may occur if your
            account value is less than $2,500. See "Other Topics--Involuntary
            Terminations."

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

      o     More than one account year has elapsed since the date your purchase
            payment was credited;

      o     The annuitant designated under the contract has spent at least 45
            consecutive days in a licensed nursing facility (in New Hampshire,
            the facility may be non-licensed); and

      o     The withdrawal is requested within three years of the designated
            annuitant's admission to a licensed nursing facility (in Oregon
            there is no three year limitation and in New Hampshire, the facility
            may be non-licensed).

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

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

ANNUAL MAINTENANCE FEE

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


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<PAGE>

PREMIUM TAXES

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

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

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WITHDRAWALS
--------------------------------------------------------------------------------

You may withdraw all or part of your account value at any time during the
accumulation phase. Amounts are withdrawn on a pro-rata basis from each of the
guaranteed terms under the contract. You may request that we inform you in
advance of the amount payable upon a withdrawal.

STEPS FOR MAKING A WITHDRAWAL.

      o     Select the withdrawal amount.

            1)    Full withdrawal: You will receive, reduced by any required
                  withholding tax, your account value, plus or minus any
                  applicable market value adjustment, and minus any applicable
                  early withdrawal charge and annual maintenance fee.

            2)    Partial Withdrawal (Percentage or Specified Dollar Amount):
                  You will receive, reduced by any required withholding tax, the
                  amount you specify, subject to the value available in your
                  account. However, the amount actually withdrawn from your
                  account will be adjusted for any applicable early withdrawal
                  charge and any positive or negative market value adjustment,
                  and accordingly, may be more or less than the amount
                  requested.

      o     Properly complete a disbursement form and submit it to our Service
            Center.

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

TAXES, FEES AND DEDUCTIONS. Amounts withdrawn may be subject to one or more of
the following:

      o     Early Withdrawal Charge: Withdrawals of all or a portion of your
            account may be subject to an early withdrawal charge. This is a
            deferred sales charge that reimburses us for some of the sales and
            administrative expenses associated with the contract. See
            "Fees--Early Withdrawal Charge."

      o     Annual Maintenance Fee: If you make a full withdrawal from the
            contract, we may deduct any applicable annual maintenance fee. See
            "Fees--Annual Maintenance Fee."

      o     Market Value Adjustment (MVA): The MVA reflects changes in interest
            rates since the deposit period. The MVA may be positive or negative.
            If you make a withdrawal before the end of a guaranteed term, we
            will calculate an MVA and the amount withdrawn will be adjusted for
            any applicable positive or negative MVA. See "Market Value
            Adjustment."


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      o     Tax Penalty: If you make a withdrawal before you attain age 59 1/2,
            the amount withdrawn may be subject to a 10% penalty tax. See
            "Taxation."

      o     Tax Withholding: Amounts withdrawn may be subject to withholding for
            federal income taxes. See "Taxation."

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

--------------------------------------------------------------------------------
SYSTEMATIC DISTRIBUTION OPTIONS
--------------------------------------------------------------------------------

FEATURES OF A SYSTEMATIC DISTRIBUTION OPTION

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

The following systematic distribution options may be available:

      o     SWO--SYSTEMATIC WITHDRAWAL OPTION. SWO is a series of automatic
            partial withdrawals from your account based on a payment method you
            select. It is designed for those who want a periodic income while
            retaining investment flexibility for amounts accumulated under the
            contract.

            SWO allows you to withdraw either a specified amount or a specified
            percentage of the contract's value, or to withdraw amounts over a
            specified time period that you determine, within certain limits
            described in the contract. SWO payments can be made on a monthly or
            quarterly basis, and the amount of each payment is determined by
            dividing the designated annual amount by the number of payments due
            each calendar year. SWO payments are withdrawn pro-rata from each of
            the guaranteed terms under the contract.

            Under a contract purchased as a traditional IRA, if the SWO payment
            for any year is less than the required minimum distribution under
            the Tax Code, the SWO payment will be increased to an amount equal
            to the minimum distribution amount.

            If you participate in SWO, you may not utilize a special withdrawal
            to make additional withdrawals from the contract. See
            "Withdrawals--Special Withdrawals."

      o     ECO--ESTATE CONSERVATION OPTION. ECO offers the same investment
            flexibility as SWO, but is designed for those who want to receive
            only the minimum distribution the Tax Code requires each year.

            Under ECO, we calculate the minimum distribution amount required by
            law, and pay you that amount once a year. ECO is not available under
            nonqualified contracts or under Roth IRA contracts. ECO payments are
            withdrawn pro-rata from each of the guaranteed terms under the
            contract. We will, upon request, inform you in advance of the amount
            payable under ECO.

            If you participate in ECO, you may not utilize a special withdrawal
            to make additional withdrawals from the contract. See
            "Withdrawals--Special Withdrawals."


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      o     OTHER SYSTEMATIC DISTRIBUTION OPTIONS. We may add additional
            systematic distribution options from time to time. You may obtain
            additional information relating to any of the systematic
            distribution options from your sales representative or from our
            Service Center.

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

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

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

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

--------------------------------------------------------------------------------
MARKET VALUE ADJUSTMENT (MVA)
--------------------------------------------------------------------------------

PURPOSE OF THE MVA. If you make an early withdrawal from the contract, we may
need to liquidate certain assets or use existing cash flow that would otherwise
be available to invest at current interest rates. The assets we may liquidate to
provide your withdrawal amount may be sold at a profit or a loss, depending upon
market conditions. To lessen this impact, certain withdrawals are subject to an
MVA.

WHAT IS AN MVA? In certain situations described below, including when you make a
withdrawal before the end of a guaranteed term, we will calculate an MVA and
either add or deduct that value from the amount withdrawn. The calculation we
use to determine the MVA reflects the change in the value of your investment due
to changes in interest rates since the start of the guaranteed term under the
contract. When these interest rates increase, the value of the investment
decreases, and the MVA amount may be negative and cause a deduction from your
withdrawal amount. Conversely, when these interest rates decrease, the value of
the investment increases, and the MVA amount may be positive and cause an
increase in your withdrawal amount.

CALCULATION OF THE MVA. For a further explanation of how the MVA is calculated,
see Appendix I.

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

      o     You request a withdrawal before the end of a guaranteed term. In
            this case the withdrawal amount may be increased or decreased by the
            application of the MVA.

      o     You initiate income phase payments before the end of your guaranteed
            term. In this case an MVA may be applied to any amounts used to
            start income phase payments. While either a positive or negative MVA
            may apply to amounts used to start a nonlifetime payment option,
            only a positive MVA will apply to amounts used to start a lifetime
            payment option. See "Income Phase."

      o     We terminate the contract because your account value is less than
            $2,500.

      o     You cancel the contract.


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      o     A death benefit is paid upon the death of the annuitant, more than
            six months after the annuitant's death. See "Death Benefit."

      o     A death benefit is paid upon the death of a person other than the
            annuitant.

WHEN DOES AN MVA NOT APPLY? An MVA will not be applied to:

      o     Withdrawals under the Systematic Withdrawal Option or Estate
            Conservation Option as described in "Systematic Distribution
            Options."

      o     A death benefit payable upon death of an annuitant, if paid within
            six months of the annuitant's death. See "Death Benefit."

      o     Amounts withdrawn at the end of a guaranteed term, provided that at
            least five days prior to the end of that guaranteed term we receive
            your withdrawal request in writing. The MVA, however, remains
            applicable to any amount you reinvest for another guaranteed term.

--------------------------------------------------------------------------------
DEATH BENEFIT
--------------------------------------------------------------------------------

DURING THE ACCUMULATION PHASE

WHO RECEIVES THE BENEFIT? If you or the annuitant dies during the accumulation
phase, a death benefit will be paid to your beneficiary in accordance with the
terms of the contract subject to the following:

      o     Upon the death of a joint contract holder, the surviving joint
            contract holder will be deemed the designated beneficiary, and any
            other beneficiary on record will be treated as the beneficiary at
            the death of the surviving joint contract holder.

      o     If you are not a natural person, the death benefit will be payable
            at the death of the annuitant designated under the contract or upon
            any change of the annuitant.

      o     If you die and no beneficiary exists, the death benefit will be paid
            in a lump sum to your estate.

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

CALCULATION OF THE BENEFIT. The death benefit is calculated as of the date proof
of death and the beneficiary's right to receive the death benefit are received
in good order at our Service Center. The amount of the death benefit is
determined as follows:

      o     If the death benefit is paid within six months of the death of the
            annuitant, the amount equals your account value.

      o     If the death benefit is paid more than six months after the date of
            death of the annuitant, or if paid upon your death and you are not
            the annuitant, it equals your account value as adjusted by any
            applicable market value adjustment.

      o     If you are not the annuitant, the death benefit payable may be
            subject to an early withdrawal charge.

BENEFIT PAYMENT OPTIONS. If you are the annuitant and you die before income
phase payments begin, or if you are not a natural person and the annuitant dies
before income phase payments begin, any beneficiary under the contract who is an
individual has several options for receiving payment of the death benefit. The
death benefit may be paid:


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<PAGE>

      o     In one lump-sum payment;

      o     In accordance with any of the available income phase payment options
            (see "Income Phase --Payment Options"); or

      o     In certain circumstances, your beneficiary, spousal beneficiary or
            joint contract holder may have the option to continue the contract
            rather than receive the death benefit.

Unless your beneficiary elects otherwise, the distribution will be made into an
interest bearing account, backed by our general account, that is accessed by the
beneficiary through a checkbook feature. The beneficiary may access death
benefit proceeds at any time without penalty. Interest earned on this account
may be less than interest paid on other settlement options.

TAXATION. The Tax Code requires distribution of death benefit proceeds within a
certain period of time. Failure to begin receiving death benefit payments within
those time periods can result in tax penalties. Regardless of the method of
payment, death benefit proceeds will generally be taxed to the beneficiary in
the same manner as if you had received those payments. See "Taxation" for
additional information.

CHANGE OF BENEFICIARY. You may change the beneficiary previously designated at
any time by submitting notice in writing to our Service Center. The change will
not be effective until we receive and record it.

--------------------------------------------------------------------------------
INCOME PHASE
--------------------------------------------------------------------------------

During the income phase you receive payments from your accumulated account
value. You may apply all or a portion of your account value to provide these
payments. Income phase payments are made to you or you can, subject to
availability, request that payments be deposited directly to your bank account.
After your death, we will send your designated beneficiary any income phase
payments still due. You may be required to pay taxes on all or a portion of the
income phase payments you receive. See "Taxation."

PARTIAL ENTRY INTO THE INCOME PHASE. You may elect a payment option for a
portion of your account value, while leaving the remaining portion in a
guaranteed term(s). Whether the Tax Code considers such payments taxable as
annuity payments or as withdrawals is currently unclear; therefore, you should
consult with a qualified tax adviser before electing this option.

INITIATING INCOME PHASE PAYMENTS. At least 30 days prior to the date you want to
start receiving income phase payments, you must notify us in writing of the
following:

      o     Start date;
      o     Payment option (see the payment options table in this section); and
      o     Payment frequency (i.e., monthly, quarterly, semi-annually or
            annually).

The account will continue in the accumulation phase until you properly initiate
income phase payments. You may change your payment option election up to 30 days
before income phase payments begin. Once you elect for income phase payments to
begin, you may not elect a different payment option or elect to receive a
lump-sum payment.

WHAT AFFECTS PAYMENT AMOUNTS? Some of the factors that may affect payment
amounts include your age, your gender, your account value, the payment option
selected and number of guaranteed payments (if any) selected.

MINIMUM PAYMENT AMOUNTS. The payment option you select must result in one or
both of the following:

      o     A first payment of at least $50; or


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<PAGE>

      o     Total yearly payments of at least $250.

If your account value is too low to meet these minimum payment amounts, you must
elect a lump-sum payment. We reserve the right to increase the minimum payment
amount based upon increases in the Consumer Price Index--Urban.

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

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

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

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

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

DEATH BENEFIT DURING THE INCOME PHASE. Upon the death of either the annuitant or
the surviving joint annuitant, the amount payable, if any, to your beneficiary
depends on the payment option currently in force. Any amounts payable must be
paid at least as rapidly as under the method of distribution in effect at the
annuitant's death. If you die and you are not the annuitant, any remaining
payments will continue to be made to your beneficiary at least as rapidly as
under the method of distribution in effect at your death.

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

INCOME PHASE PAYMENT OPTIONS

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

TERMS USED IN THE TABLES:

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

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

--------------------------------------------------------------------------------
                      LIFETIME INCOME PHASE PAYMENT OPTIONS
--------------------------------------------------------------------------------
Life Income       LENGTH OF PAYMENTS: For as long as the annuitant lives. It is
                  possible that only one payment will be made should the
                  annuitant die prior to the second payment's due date.

                  DEATH BENEFIT--NONE: All payments end upon the annuitant's
                  death.
--------------------------------------------------------------------------------


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--------------------------------------------------------------------------------
Life Income--     LENGTH OF PAYMENTS: For as long as the annuitant lives, with
Guaranteed        payments guaranteed for your choice of 5, 10, 15 or 20 years,
Payments          or other periods specified in the contract.

                  DEATH BENEFIT: If the annuitant dies before we have made all
                  the guaranteed payments, payments will continue to the
                  beneficiary.
--------------------------------------------------------------------------------
Life Income--     LENGTH OF PAYMENTS: For as long as either annuitant lives. It
Two Lives         is possible that only one payment will be made if both the
                  annuitant and joint annuitant die before the second payment's
                  due date.

                  CONTINUING PAYMENTS: When you select this option, you will
                  also choose either:

                  (a)   100%, 66 2/3 % or 50% of the payment to continue to the
                        surviving annuitant after the first death; or

                  (b)   100% of the payment to continue to the first annuitant
                        on the second annuitant's death, and 50% of the payment
                        to continue to the second annuitant on the first
                        annuitant's death.

                  DEATH BENEFIT--NONE: All payments end upon the death of both
                  annuitants.
--------------------------------------------------------------------------------
Life Income--     LENGTH OF PAYMENTS: For as long as either annuitant lives,
Two Lives--       with payments guaranteed for a minimum of 120 months, or other
Guaranteed        periods specified in the contract.
Payments
                  CONTINUING PAYMENTS: 100% of the payment to continue to the
                  surviving annuitant after the first death.

                  DEATH BENEFIT: If both annuitants die before the guaranteed
                  payments have all been paid, payments will continue to the
                  beneficiary.
--------------------------------------------------------------------------------
                     NONLIFETIME INCOME PHASE PAYMENT OPTION
--------------------------------------------------------------------------------
Nonlifetime--     LENGTH OF PAYMENTS: Payments will continue for your choice of
Guaranteed        10 through 30 years (or other periods specified in the
Payments          contract).

                  DEATH BENEFIT: If the annuitant dies before we make all the
                  guaranteed payments, payment will continue to the beneficiary.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
INVESTMENTS
--------------------------------------------------------------------------------

SEPARATE ACCOUNT. Payments received under the contract and allocated to
guaranteed terms will be deposited to, and accounted for, in a nonunitized
separate account that we established under Florida law. Prior to January 5,
2000, amounts allocated to guaranteed terms were deposited to, and accounted
for, in a nonunitized separate account that we had established under Connecticut
law. A nonunitized separate account is a separate account in which you do not
participate in the performance of the assets through unit values or any other
interest.

Persons allocating amounts to the nonunitized separate account do not receive a
unit value of ownership of assets accounted for in the separate account. The
assets accrue solely to our benefit and we bear the entire risk of investment
gain or loss. All of our obligations due to allocations to the nonunitized
separate account are contractual guarantees we have made and are accounted for
in the separate account. All of our general assets are available to meet the
guarantees under the contracts. However, to the extent provided for in the
applicable contracts, assets of the nonunitized separate account are not
chargeable with liabilities arising out of any other business we conduct.
Income, gains or losses of the separate account are credited to or charged
against the assets of the separate account without regard to other income, gains
or losses of the Company.

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


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

We intend to invest in assets which, in the aggregate, have characteristics,
especially cash flow patterns, reasonably related to the characteristics of the
liabilities. Various immunization techniques will be used to achieve the
objective of close aggregate matching of assets and liabilities. We will
primarily invest in investment-grade fixed income securities including:

      o     Securities issued by the United States Government or its agencies or
            instrumentalities, which issues may or may not be guaranteed by the
            United States Government;

      o     Debt securities that are rated, at the time of purchase, within the
            four highest grades assigned by Moody's Investors Services, Inc.
            (Aaa, Aa, A or Baa) or Standard & Poor's Corporation (AAA, AA, A or
            BBB) or any other nationally recognized rating organizations;

      o     Other debt instruments including those issued or guaranteed by banks
            or bank holding companies and of corporations, which although not
            rated by Moody's, Standard & Poor's, or other nationally recognized
            rating organizations, are deemed by the Company's management to have
            an investment quality comparable to securities which may be
            purchased as stated above; and

      o     Commercial paper, cash or cash equivalents, and other short-term
            investments having a maturity of less than one year which are
            considered by the Company's management to have investment quality
            comparable to securities which may be purchased as stated above.

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

WHILE THIS SECTION GENERALLY DESCRIBES OUR INVESTMENT STRATEGY, WE ARE NOT
OBLIGATED TO INVEST THE ASSETS ATTRIBUTABLE TO THE CONTRACT ACCORDING TO ANY
PARTICULAR STRATEGY, EXCEPT AS MAY BE REQUIRED BY FLORIDA AND OTHER STATE
INSURANCE LAWS. ADDITIONALLY, THE GUARANTEED INTEREST RATES WE ESTABLISH NEED
NOT RELATE TO THE INVESTMENT PERFORMANCE WE EXPERIENCE.

--------------------------------------------------------------------------------
TAXATION
--------------------------------------------------------------------------------

INTRODUCTION

This section discusses our understanding of current federal income tax laws
affecting the contract. You should keep the following in mind when reading it:

      o     Your tax position (or the tax position of the designated
            beneficiary, as applicable) determines federal taxation of amounts
            held or paid out under the contract;

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

      o     This section addresses federal income tax rules and does not discuss
            federal estate and gift tax implications, state and local taxes,
            foreign taxes or any other tax provisions; and


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

We do not intend this information to be tax advice. For advice about the effect
of federal income taxes or any other taxes on amounts held or paid out under the
contract, consult a tax adviser. For more comprehensive information, contact the
Internal Revenue Service ("IRS").

TYPES OF CONTRACTS: NON-QUALIFIED OR QUALIFIED

The Contract may be purchased on a non-tax-qualified basis or purchased on a
tax-qualified basis. Non-qualified contracts are purchased with after tax
contributions and are not related to retirement plans that receive special
income tax treatment under the Code.

Qualified Contracts are designed for use by individuals whose premium payments
are comprised solely of proceeds from and/or contributions under retirement
plans that are intended to qualify as plans entitled to special income tax
treatment under Sections 401(a), 403(a), 403(b), 408, 408A or 457 of the Code.
The ultimate effect of federal income taxes on the amounts held under a
Contract, or annuity payments, depends on the type of retirement plan, on the
tax and employment status of the individual concerned, and on your tax status.
In addition, certain requirements must be satisfied in purchasing a qualified
Contract with proceeds from a tax-qualified plan in order to continue receiving
favorable tax treatment. Some retirement plans are subject to additional
distribution and other requirements that are not incorporated into our Contract.
Because the Plan is not part of the Contract, we are not bound by any Plan's
terms or conditions. Contract owners, participants and beneficiaries are
responsible for determining that contributions, distributions and other
transactions with respect to the Contract comply with applicable law. Therefore,
you should seek competent legal and tax advice regarding the suitability of a
Contract for your particular situation. The following discussion assumes that
qualified Contracts are purchased with proceeds from and/or contributions under
retirement plans that qualify for the intended special federal income tax
treatment.

TAXATION OF NON-QUALIFIED CONTRACTS

      TAXATION PRIOR TO DISTRIBUTION

      We believe that if you are a natural person you will generally not be
taxed on increases in the value of a non-qualified Contract until a distribution
occurs or until annuity payments begin. This assumes that the Contract will
qualify as an annuity contract for federal income tax purposes. For these
purposes, the agreement to assign or pledge any portion of the contract value
generally will be treated as a distribution. In order to 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 Code requires any non-qualified
Contract to contain certain provisions specifying how your interest in the
Contract will be distributed in the event of your death. The non-qualified
Contracts contain provisions that are intended to comply with these Code
requirements, although no regulations interpreting these requirements have yet
been issued. We intend to review such distribution provisions and modify them if
necessary to assure that they comply with the applicable requirements when such
requirements are clarified by regulation or otherwise. See "Death Benefit "for
additional information on required distributions from non-qualified contracts.

            NON-NATURAL PERSONS. The owner of any annuity contract who is not a
natural person generally must include in income any increase in the excess of
the contract value over the "investment in the contract" (generally, the
premiums or other consideration you paid for the contract less any nontaxable
withdrawals) during the taxable year. There are some exceptions to this rule and
a prospective contract owner that is not a natural person may wish to discuss
these with a tax adviser.

            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., age 85), it is possible that the Contract would not be
treated as an annuity for federal income tax purposes. In that event, the income
and gains under the Contract could be currently includible in your income.


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      TAXATION OF DISTRIBUTIONS


            GENERAL. When a withdrawal from a non-qualified Contract occurs, the
amount received will be treated as ordinary income subject to tax up to an
amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the
contract owner's investment in the contract at that time. Investment in the
contract is generally equal to the amount of all contributions to the contract,
plus amounts previously included in your gross income as the result of certain
assignments or gifts, less the aggregate amount of non-taxable distributions
previously made. The contract value that applies for this purpose is unclear in
some respects. For example, the market value adjustment could increase the
contract value that applies. Thus, the income on the Contracts could be higher
than the amount of income that would be determined without regard to such
benefits. As a result, you could have higher amounts of income than will be
reported to you.

In the case of a surrender under a non-qualified Contract, the amount received
generally will be taxable only to the extent it exceeds the contract owner's
cost basis in the contract.


            10% PENALTY TAX. A distribution from a non-qualified Contract may be
subject to a federal tax penalty equal to 10% of the amount treated as income.
In general, however, there is no penalty on distributions:

            o     made on or after the taxpayer reaches age 59 1/2;

            o     made on or after the death of a contract owner;

            o     attributable to the taxpayer's becoming disabled; or

            o     made as part of a series of substantially equal periodic
                  payments for the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and special rules
may be applicable in connection with the exceptions enumerated above. A tax
adviser should be consulted with regard to exceptions from the penalty tax.

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

If your Contract is purchased through a tax-free exchange of a life insurance,
endowment or annuity contract that was purchased prior to August 14, 1982, then
any distributions other than annuity payments will be treated, for tax purposes,
as coming:

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

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

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

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


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



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<PAGE>

            TAXATION OF ANNUITY PAYMENTS. Although tax consequences may vary
depending on the payment option elected under an annuity contract, a portion of
each annuity payment is generally not taxed and the remainder is taxed as
ordinary income. The non-taxable portion of an annuity payment is generally
determined in a manner that is designed to allow you to recover your investment
in the contract ratably on a tax-free basis over the expected stream of annuity
payments, as determined when annuity payments start. Once your investment in the
contract has been fully recovered, however, the full amount of each annuity
payment is subject to tax as ordinary income. The tax treatment of partial
annuitizations is unclear. We currently treat any partial annuitizations, as
withdrawals rather than as annuity payments. Please consult your tax adviser
before electing a partial annuitization.


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


            ASSIGNMENTS AND OTHER TRANSFERS. A transfer, pledge or assignment of
ownership of a Contract, or the designation of an annuitant or payee other than
an owner, may result in certain tax consequences to you that are not discussed
herein. A contract owner contemplating any such transfer, pledge, assignment, or
designation or exchange, should consult a tax adviser as to the tax
consequences.

            IMMEDIATE ANNUITIES. Under section 72 of the Tax Code, an immediate
annuity means an annuity (1) which is purchased with a single premium, (2) with
annuity payments starting within one year from the date of purchase, and (3)
which provides a series of substantially equal periodic payments made annually
or more frequently. Treatment as an immediate annuity will have significance
with respect to exceptions from the 10% early withdrawal penalty, to contracts
owned by non-natural persons, and for certain policy exchanges.

            MULTIPLE CONTRACTS. The tax law requires that all non-qualified
deferred annuity contracts that are issued by a company or its affiliates to the
same contract owner during any calendar year are treated as one non-qualified
deferred annuity contract for purposes of determining the amount includible in
such contract owner's income when a taxable distribution occurs.


            WITHHOLDING. We will withhold and remit to the U.S. government 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 will be mandatory,
however, if the distributee fails to provide a valid taxpayer identification
number or if we are notified by the IRS that the taxpayer identification number
we have on file is incorrect. The withholding rates applicable to the taxable
portion of periodic annuity payments are the same as the withholding rates
generally applicable to payments of wages. In addition, a 10% withholding rate
applies to the taxable portion of non-periodic payments. Regardless of whether
you elect not to have federal income tax withheld, you are still liable for
payment of federal income tax on the taxable portion of the payment.


TAXATION OF QUALIFIED CONTRACTS

            GENERAL

            The Contracts are designed for use with several types of qualified
plans. The tax rules applicable to participants in these qualified plans vary
according to the type of plan and the terms and conditions of the plan itself.
Special favorable tax treatment may be available for certain types of
contributions and distributions. Adverse tax consequences may result from:
contributions in excess of specified limits; distributions before age 59 1/2
(subject to certain exceptions); distributions that do not conform to specified
commencement and minimum distribution rules; and in other specified
circumstances. Therefore, no attempt is made to provide more than general
information about the use of the Contracts with the various types of qualified
retirement plans. Contract owners, annuitants, and beneficiaries are cautioned
that the rights of any person to any benefits under these qualified retirement
plans may be subject to the terms and conditions of the plans themselves,
regardless of the terms and conditions of the Contract, but we shall not be
bound by the terms and conditions of such plans to the extent such terms
contradict the Contract, unless the Company consents.


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<PAGE>

You will not generally pay taxes on earnings from the annuity contract described
in this prospectus until they are withdrawn. When an annuity contract is used to
fund one of these tax qualified retirement arrangements, you should know that
the annuity contract does not provide any additional tax deferral of earnings
beyond the tax deferral provided by the tax-qualified retirement arrangement.
Tax-qualified retirement arrangements under Tax Code sections 401(a), 401(k),
403(a), 403(b) or governmental 457 plans also generally defer payment of taxes
on earnings until they are withdrawn (or in the case of a non-governmental 457
plan, paid or made available to you or a designated beneficiary). However,
annuities do provide other features and benefits which may be valuable to you.
You should discuss your alternatives with your local representative.

            DISTRIBUTIONS - GENERAL

            For qualified plans under Section 401(a) and 403(b), the Code
requires that distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the plan
participant for whose benefit the contract is purchased (i) reaches age 70 1/2
or (ii) retires, and must be made in a specified form or manner. If the plan
participant is a "5 percent owner" (as defined in the Code), distributions
generally must begin no later than April 1 of the calendar year following the
calendar year in which the plan participant reaches age 70 1/2. For IRAs
described in Section 408, distributions generally must commence no later than by
April 1 of the calendar year following the calendar year in which the individual
contract owner reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time before the contract owner's death. Please note that
required minimum distributions under qualified Contracts may be subject to
surrender charges and/or market value adjustment, in accordance with the terms
of the Contract. This could affect the amount that must be taken from the
Contract in order to satisfy required minimum distributions.

            DIRECT ROLLOVERS


            If the Contract is used in connection with a pension,
profit-sharing, or annuity plan qualified under sections 401(a) or 403(a) of the
Code, or is a tax-sheltered annuity under section 403(b) of the Code, or is used
with an eligible deferred compensation plan that has a government sponsor and
that is qualified under section 457(b), any "eligible rollover distribution"
from the Contract will be subject to the direct rollover and mandatory
withholding requirements. An eligible rollover distribution generally is any
taxable distribution from a qualified pension plan under section 401(a) of the
Code, qualified annuity plan under section 403(a) of the Code, section 403(b)
annuity or custodial account, or an eligible section 457(b) deferred
compensation plan that has a government sponsor, excluding certain amounts (such
as minimum distributions required under section 401(a)(9) of the Code,
distributions which are part of a "series of substantially equal periodic
payments" made for life or a specified period of 10 years or more, or hardship
distributions as defined in the tax law).


Under these requirements, federal income tax equal to 20% of the eligible
rollover distribution will be withheld from the amount of the distribution.
Unlike withholding on certain other amounts distributed from the Contract,
discussed below, you cannot elect out of withholding with respect to an eligible
rollover distribution. However, this 20% withholding will not apply if, instead
of receiving the eligible rollover distribution, you elect to have it directly
transferred to certain qualified plans. Prior to receiving an eligible rollover
distribution, you will receive a notice (from the plan administrator or us)
explaining generally the direct rollover and mandatory withholding requirements
and how to avoid the 20% withholding by electing a direct rollover.


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            CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS

            Section 401(a) of the Code permits corporate employers to establish
various types of retirement plans for employees, and permits self-employed
individuals to establish these plans for themselves and their employees. These
retirement plans may permit the purchase of the Contracts to accumulate
retirement savings under the plans. Adverse tax or other legal consequences to
the plan, to the participant, or to both may result if this Contract is assigned
or transferred to any individual as a means to provide benefit payments, unless
the plan complies with all legal requirements applicable to such benefits before
transfer of the Contract. Employers intending to use the Contract with such
plans should seek competent advice.

            INDIVIDUAL RETIREMENT ANNUITIES - GENERAL

            Section 408 of the Code permits eligible individuals to contribute
to an individual retirement program known as an "Individual Retirement Annuity"
or "IRA." These IRAs are subject to limits on the amount that can be
contributed, the deductible amount of the contribution, the persons who may be
eligible, and the time when distributions commence. Also, distributions from
certain other types of qualified retirement plans may be "rolled over" on a
tax-deferred basis into an IRA. Also, amounts in another IRA or individual
retirement account can be rolled over or transferred tax-free to an IRA. There
are significant restrictions on rollover or transfer contributions from Savings
Incentive Match Plans for Employees (SIMPLE), under which certain employers may
provide contributions to IRAs on behalf of their employees, subject to special
restrictions. Employers may establish Simplified Employee Pension (SEP) Plans to
provide IRA contributions on behalf of their employees. If you make a tax-free
rollover of a distribution from any of these IRAs, you may not make another
tax-free rollover from the IRA within a 1-year period. Sales of the Contract for
use with IRAs may be subject to special requirements of the IRS.

            INDIVIDUAL RETIREMENT ANNUITIES - DISTRIBUTIONS

            All distributions from a traditional IRA are taxed as received
unless either one of the following is true:

            o     The distribution is rolled over to a plan eligible to receive
                  rollovers or to another traditional IRA or certain qualified
                  plans in accordance with the Tax Code; or

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


To avoid certain tax penalties, you and any designated beneficiary must also
meet the minimum distribution requirements imposed by the Tax Code. The
requirements do not apply to Roth IRA contracts while the owner is living. These
rules may dictate the following:


            o     Start date for distributions;


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


            o     Distribution amounts.


Generally, you must begin receiving distributions from a traditional IRA by
April 1 of the calendar year following the calendar year in which you attain age
70 1/2. We must pay out distributions from the contract over a period not
extending beyond one of the following time periods:


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

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


The amount of each periodic distribution must be calculated in accordance with
IRS regulations. If you fail to receive the minimum required distribution for
any tax year, a 50% excise tax may be imposed on the required amount that was
not distributed.


The following applies to the distribution of death proceeds under 408(b) and
408A (Roth IRA - See below) plans. Different distribution requirements apply
after your death.


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If your death occurs on or after you begin receiving minimum distributions under
the contract, distributions must be made at least as rapidly as under the method
in effect at the time of your death. Code section 401(a)(9) provides specific
rules for calculating the required minimum distributions at your death. The
death benefit under the contract and also certain other contract benefits, such
as living benefits, may affect the amount of the required minimum distribution
that must be taken.

If your death occurs before you begin receiving minimum distributions under the
contract, your entire balance must be distributed by December 31 of the calendar
year containing the fifth anniversary of the date of your death. For example, if
you die on September 1, 2005, your entire balance must be distributed to the
designated beneficiary by December 31, 2010. However, if distributions begin by
December 31 of the calendar year following the calendar year of your death, and
you have named a designated beneficiary, then payments may be made over either
of the following time-frames:


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

If the designated beneficiary is your spouse, distributions must begin on or
before the later of the following:

            o     December 31 of the calendar year following the calendar year
                  of your death; or
            o     December 31 of the calendar year in which you would have
                  attained age 70 1/2.

            ROTH IRAS - GENERAL

            Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA. Contributions to a Roth IRA, which are subject to
limits on the amount of the contributions and the persons who may be eligible to
contribute, are not deductible, and must be made in cash or as a rollover or
transfer from another Roth IRA or other IRA. Certain qualifying individuals may
convert an IRA, SEP, or SIMPLE IRA, to a Roth IRA. Such rollovers and
conversions are subject to tax, and other special rules may apply. If you make a
tax-free rollover of a distribution from a Roth IRA to another Roth IRA, you may
not make another tax-free rollover from the Roth IRA from which the rollover was
made within a 1-year period. A 10% penalty may apply to amounts attributable to
a conversion to a Roth IRA if the amounts are distributed during the five
taxable years beginning with the year in which the conversion was made.

            ROTH IRAS - DISTRIBUTIONS

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

            o     Made after the five-taxable year period beginning with the
                  first taxable year for which a contribution was made to a Roth
                  IRA of the owner; and

            o     Made after you attain age 59 1/2, die, become disabled as
                  defined in the Tax Code, or for a qualified first-time home
                  purchase.

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

            TAX SHELTERED ANNUITIES - GENERAL


            The Contracts may be used by individuals whose premium payments are
comprised solely of proceeds from and/or contributions under retirement plans
that are intended to qualify as plans entitled to special income tax treatment
under Code section 403(b) plans. Section 403(b) of the Code allows employees of
certain Section 501(c)(3) organizations and public schools to exclude from their
gross income the premium payments made, within certain limits, to a Contract
that will provide an annuity for the employee's retirement. Special favorable
tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from: contributions in excess
of specified limits; distributions before age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and other specified circumstances. 403(b) plans may
be subject to additional distribution and other requirements that are not
incorporated into our Contract.



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<PAGE>


In addition, the Treasury proposed 403(b) regulations in November, 2004 which,
if finalized, do not take effect until after 2005. These proposed regulations
may not be relied upon until they become final. The proposed regulations include
rules governing the ability of a 403(b) plan to be terminated which would
entitle a participant to a distribution, a revocation of IRS Revenue Ruling
90-204 which would increase restrictions on a participant's right to transfer
his or her 403(b) account, the imposition of withdrawal restrictions on
non-salary reduction amounts, as well as other changes. As a result, no attempt
is made to provide more than general information about the use of the Contracts
with 403(b) plans. Contract owners, annuitants, and beneficiaries are cautioned
that the rights of any person to any benefits under these 403(b) plans may be
subject to the terms and conditions of the plans themselves, regardless of the
terms and conditions of the Contract, but we are not bound by the terms and
conditions of such plans to the extent such terms contradict the Contract.
Contract owners, participants and beneficiaries are responsible for determining
that contributions, distributions and other transactions with respect to the
Contract comply with applicable law. You should seek competent legal and tax
advice regarding the suitability of a Contract for your particular situation.
The following discussion assumes that Contracts are purchased with proceeds from
and/or contributions under 403(b) plans that qualify for the intended special
federal income tax treatment.


            TAX SHELTERED ANNUITIES - DISTRIBUTIONS


            All distributions from Section 403(b) plans are taxed as received
unless either of the following is true:

            o     The distribution is rolled over to another plan eligible to
                  receive rollovers or to a traditional individual retirement
                  annuity/account (IRA) in accordance with the Tax Code; or

            o     You made after-tax contributions to the plan. In this case,
                  the amount will be taxed according to rules detailed in the
                  Tax Code.

Generally, you must begin receiving distributions by April 1 of the calendar
year following the calendar year in which you attain age 70 1/2 or retire,
whichever occurs later, unless you had amounts under the contract as of December
31, 1986. In this case, distribution of these amounts generally must begin by
the end of the calendar year in which you attain age 75 or retire, if later. The
death benefit under the contract and also certain other contract benefits, such
as the living benefits, may affect the amount of the required minimum
distribution that must be taken. If you take any distributions in excess of the
required minimum amount, then special rules require that some or all of the
December 31, 1986 balance be distributed earlier.

            OTHER TAX CONSEQUENCES

            As noted above, the foregoing comments about the federal tax
consequences under the Contracts are not exhaustive, and special rules are
provided with respect to other tax situations not discussed in this prospectus.
Further, the federal income tax consequences discussed herein reflect our
understanding of current law, and the law may change. Federal estate and state
and local estate, inheritance and other tax consequences of ownership or receipt
of distributions under a Contract depend on the individual circumstances of each
contract owner or recipient of the distribution. A competent tax adviser should
be consulted for further information.

            POSSIBLE CHANGES IN TAXATION

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

            FEDERAL INCOME TAX WITHHOLDING

            We will withhold and remit to the U.S. government 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. In certain circumstances, we may be
required to withhold tax, as explained above. The withholding rates applicable
to the taxable portion of periodic annuity payments (other than eligible
rollover distributions) are the same as the withholding rates generally
applicable to payments of wages. In addition, a 10% withholding rate applies to
the taxable portion of non-periodic payments (including withdrawals prior to the
annuity starting date) and conversions of, and rollovers from, non-Roth IRAs to
Roth IRAs. Regardless of whether you elect not to have federal income tax
withheld, you are still liable for payment of federal income tax on the taxable
portion of the payment. As discussed above, the withholding rate applicable to
eligible rollover distributions is 20%.


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            ASSIGNMENTS

            Adverse tax consequences to the plan and/or to you may result if
your beneficial interest in the contract is assigned or transferred to persons
other than: a plan participant as a means to provide benefit payments; an
alternate payee under a qualified domestic relations order in accordance with
code section 414(p); or to the Company as collateral for a loan.

            TAXATION OF COMPANY

            We are taxed as a life insurance company under the Tax Code. The
Separate Account is not a separate entity from us. Therefore, it is not taxed
separately as a "regulated investment company," but is taxed as part of the
Company.

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OTHER TOPICS
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THE COMPANY

We are a stock life insurance company organized under the insurance laws of the
State of Connecticut in 1990 and redomesticated under the insurance laws of the
State of Florida on January 5, 2000. We are an indirect wholly-owned subsidiary
of ING Groep, N.V., a global financial institution active in the fields of
insurance, banking and asset management.

Our principal executive offices are located at:

                             5100 West Lemon Street
                                    Suite 213
                              Tampa, Florida 33609

CONTRACT DISTRIBUTION

The Company's subsidiary, ING Financial Advisers, LLC, serves as the principal
underwriter for the contracts. ING Financial Advisers, LLC, a Delaware limited
liability Company, is registered as a broker-dealer with the SEC. ING Financial
Advisers, LLC is also a member of the National Association of Securities
Dealers, Inc. (NASD) and the Securities Investor Protection Corporation. ING
Financial Advisers, LLC's principal office is located at 151 Farmington Avenue,
Hartford, Connecticut 06156.

The contracts are offered to the public by individuals who are registered
representatives of ING Financial Advisers, LLC or of other broker-dealers which
have entered into a selling arrangement with ING Financial Advisers, LLC. We
refer to ING Financial Advisers, LLC and the other broker-dealers selling the
contracts as "distributors." All registered representatives selling the
contracts must also be licensed as insurance agents for the Company.

Broker-dealers which have or may enter into selling agreements with ING
Financial Advisers, LLC include the following broker-dealers which are
affiliated with the Company:

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



                                       23

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

COMMISSION PAYMENTS. Persons who offer and sell the contracts may be paid a
commission. The maximum percentage amount that may be paid with respect to a
given purchase payment is the first-year percentage which ranges from 0% to a
maximum of 6% of the first year of payments to an account. Renewal commissions
paid on payments made after the first year and asset-based service fees may also
be paid. In addition, we may also pay ongoing annual compensation of up to 40%
of the commissions paid during the year in connection with certain premium
received during that year, if the registered representative attains a certain
threshold of sales of Company contracts. Individual registered representatives
may receive all or a portion of compensation paid to their distributor,
depending upon the firm's practices. Commissions and annual payments, when
combined, could exceed 6% of total premium payments. To the extent permitted by
SEC and NASD rules and other applicable laws and regulations, we may also pay or
allow other promotional incentives or payments in the form of cash payments or
other compensation to distributors, which may require the registered
representative to attain a certain threshold of sales of Company products.

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

Some sales personnel may receive various types of non-cash compensation as
special sales incentives, including trips, and we may also pay for some sales
personnel to attend educational and/or business seminars. Any such compensation
will be paid in accordance with SEC and NASD rules. Management personnel of the
Company, and of its affiliated broker-dealers, may receive additional
compensation if the overall amount of investments in funds advised by the
Company or its affiliates meets certain target levels or increases over time.
Compensation for certain management personnel, including sales management
personnel, may be enhanced if the overall amount of investments in the contracts
and other products issued or advised by the Company or its affiliates increases
over time. Certain sales management personnel may also receive compensation that
is a specific percentage of the commissions paid to distributors or of purchase
payments received under the contracts.

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

            o     Wholesaling fees calculated as a percentage of the commissions
                  paid to distributors or of purchase payments received under
                  the contracts;

            o     Marketing allowances;

            o     Education and training allowances to facilitate our attendance
                  at certain educational and training meetings to provide
                  information and training about our products, including holding
                  training programs at our expense;



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            o     Sponsorship payments to support attendance at meetings by
                  registered representatives who sell our products;

            o     Reimbursement for the cost of attendance by registered
                  representatives at conventions that we sponsor;

            o     Loans or advances of commissions in anticipation of future
                  receipt of premiums (a form of lending to registered
                  representatives). These loans may have advantageous terms,
                  such as reduction or elimination of the interest charged on
                  the loan and/or forgiveness of the principal amount of the
                  loan, which may be conditioned on contract sales.

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

The following is a list of the top 25 selling firms that, during 2004, received
the most compensation, in the aggregate, from us in connection with the sale of
registered variable annuity contracts issued by the Company, ranked by total
dollars received:

      1.    Lincoln Investment Planning Inc
      2.    Symetra Investment Services, Inc.
      3.    SunAmerica Securities, Inc.
      4,    Edward D. Jones & Co LP
      5.    Securities America Inc.
      6.    ING Financial Partners, Inc.
      7.    Financial Network Investment Corp/FN
      8.    Valor Insurance Agency Inc
      9.    Huckin Financial Group, Inc.
      10.   National Planning Corporation
      11.   Walnut Street Securities Inc.
      12.   NIA Securities
      13.   MML Investors Services, Inc.
      14.   Cadaret Grant & Co. Inc
      15.   ProEquities Inc
      16.   Investment Professionals Inc
      17.   Jefferson Pilot Securities Corporation
      18.   McGinn Smith & Co., Inc.
      19.   Linsco Private Ledger Corp
      20.   Queens Road Securities
      21.   A G Edwards & Sons
      22.   Horan Securities Inc
      23.   Lincoln Financial Advisors Corporation
      24.   Securities Service Network Inc
      25.   Woodbury Financial Services Inc.

If the amounts paid to ING Financial Advisers, LLC, were included in the table
above, the amounts paid to ING Financial Advisers, LLC would be at the top of
the list.

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

The names of the distributor and the registered representative responsible for
your account are stated in your enrollment materials.

THIRD PARTY COMPENSATION ARRANGEMENTS. Occasionally:

            o     Commissions and fees may be paid to distributors affiliated or
                  associated with the contract holder, you and/or other contract
                  participants; and/or

            o     The Company may enter into agreements with entities associated
                  with the contract holder, you and/or other participants.
                  Through such agreements, we may pay the entities for certain
                  services in connection with administering the contract.



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In both these circumstances there may be an understanding that the distributor
or entities would endorse us as a provider of the contract. You will be notified
if you are purchasing a contract that is subject to these arrangements.


CONTRACT MODIFICATION

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

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

TRANSFER OF OWNERSHIP; ASSIGNMENT

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

INVOLUNTARY TERMINATIONS

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

EXPERTS


The financial statements and schedules of the Company as of December 31, 2004
and 2003, and for each of the three years in the period ended December 31, 2004
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 2004, have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their reports thereon are
included and incorporated herein by reference.  Such financial statements and
schedules referred to above are incorporated herein by reference in reliance
upon such reports given on the authority of such firms as experts in
accounting and auditing.


LEGAL MATTERS

We are, or may be in the future, a defendant in various legal proceedings in
connection with the normal conduct of our insurance operations. Some of these
cases may seek class action status and may include a demand for punitive damages
as well as for compensatory damages. In the opinion of management, the ultimate
resolution of any existing legal proceeding is not likely to have a material
adverse effect on our ability to meet our obligations under the contract.


                                       26

IICA - MRA - 134790

<PAGE>

ING Financial Advisers, LLC, the principal underwriter and distributor of the
contract, (the "distributor"), is a party to threatened or pending
lawsuits/arbitration that generally arise from the normal conduct of business.
Suits against the distributor sometimes include claims for substantial
compensatory, consequential or punitive damages and other types of relief. In a
number of pending cases, claims have been made that a former registered
representative of the distributor converted client funds to the representative's
personal use. ING Financial Advisers, LLC is not involved in any legal
proceeding which, in the opinion of management, is likely to have material
adverse effect on its ability to distribute the contract.

FURTHER INFORMATION

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

                       Securities and Exchange Commission
                               450 Fifth Street NW
                              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.ingretirementplans.com.


A copy of the Company's annual report on Form 10-K for the year ended December
31, 2004, accompanies this prospectus. We refer to Form 10-K for a description
of the Company and its business, including financial statements. We intend to
send contract holders annual account statements and other such legally required
reports. We do not anticipate such reports will include periodic financial
statements or information concerning the Company.


You can find this prospectus and other information the Company files
electronically with the SEC on the SEC's web site at www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We have incorporated by reference the Company's latest Annual Report on Form
10-K, as filed with the SEC and in accordance with the Securities and Exchange
Act of 1934. The Annual Report must accompany this prospectus. Form 10-K
contains additional information about the Company including financial statements
for the latest fiscal year. We were not required to file any other reports
pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act since the
end of the fiscal year covered by that Form 10-K.

The registration statement for this prospectus incorporates some documents by
reference. We will provide a free copy of any such documents upon the written or
oral request of anyone who has received this prospectus. We will not include
exhibits to those documents unless they are specifically incorporated by
reference into the document. Direct requests to:

                                       ING
                                  P.O. Box 9271
                           Des Moines, Iowa 50306-9271
                                 1-800-531-4547

INQUIRIES

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


                                       27

IICA - MRA - 134790

<PAGE>

--------------------------------------------------------------------------------
APPENDIX I
--------------------------------------------------------------------------------

                   CALCULATING A MARKET VALUE ADJUSTMENT (MVA)

MARKET VALUE ADJUSTMENT FORMULA

The mathematical formula used to determine the MVA is:

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

Where:

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

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

EXPLANATION OF THE MARKET VALUE ADJUSTMENT FORMULA

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

The MVA depends on the relationship between the following:

      o     The deposit period yield of U.S. Treasury Notes that mature in the
            last quarter of the guaranteed term; and
      o     The current yield of these U.S. Treasury Notes at the time of
            withdrawal.

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

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

DEPOSIT PERIOD YIELD

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

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


                                       I-1

IICA - MRA - 134790

<PAGE>

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

CURRENT YIELD

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

EXAMPLES OF MVA CALCULATIONS

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

EXAMPLE I

Assumptions:                            Assumptions:

i, the deposit period yield, is 4%      i, the deposit period yield, is 5%

j, the current yield, is 6%             j, the current yield, is 6%

x, the number of days remaining         x, the number of days remaining
(computed from Wednesday of the         (computed from Wednesday of the
week of withdrawal) in the              week of withdrawal) in the
guaranteed term, is 927.                guaranteed term, is 927.

MVA = {((1+i)/(1+j))^(x/365}            MVA = {((1+i)/(1+j))^(x/365}

    = {((1.04)/(1.06))^(927/365)}           = {((1.05)/(1.06))^(927/365)}

                        =.9528                                  =.9762

In this example, the deposit period     In this example, the deposit period
yield of 4% is less than the            yield of 5% is less than the
current yield of 6%; therefore, the     current yield of 6%; therefore, the
MVA is less than one. The amount        MVA is less than one. The amount
withdrawn from the guaranteed term      withdrawn from the guaranteed term
is multiplied by this MVA.              is multiplied by this MVA.

If a withdrawal or transfer of a        If a withdrawal or transfer of a
specific dollar amount is               specific dollar amount is
requested, the amount withdrawn         requested, the amount withdrawn
from a guaranteed term will be          from a guaranteed term will be
increased to compensate for the         increased to compensate for the
negative MVA amount. For example, a     negative MVA amount. For example, a
withdrawal request to receive a         withdrawal request to receive a
check for $2,000 would result in a      check for $2,000 would result in a
$2,099.08 withdrawal from the           $2,048.76 withdrawal from the
guaranteed term.                        guaranteed term.


                                       I-2

IICA - MRA - 134790

<PAGE>

EXAMPLE II

Assumptions:                            Assumptions:

i, the deposit period yield, is 6%      i, the deposit period yield, is 5%

j, the current yield, is 4%             j, the current yield, is 4%

x, the number of days remaining         x, the number of days remaining
(computed from Wednesday of the         (computed from Wednesday of the
week of withdrawal) in the              week of withdrawal) in the
guaranteed term, is 927.                guaranteed term, is 927.

MVA = {((1+i)/(1+j))}^(x/365)           MVA = {((1+i)/(1+j))}^(x/365)

    = {((1.06)/(1.04))}^(927/365)           = {((1.05)/(1.04))}^(927/365)

                      =1.0496                                 =1.0246

In this example, the deposit period     In this example, the deposit period
yield of 6% is greater than the         yield of 5% is greater than the
current yield of 4%; therefore, the     current yield of 4%; therefore, the
MVA is greater than one. The amount     MVA is greater than one. The amount
withdrawn from the guaranteed term      withdrawn from the guaranteed term
is multiplied by this MVA.              is multiplied by this MVA.

If a withdrawal or transfer of a        If a withdrawal or transfer of a
specific dollar amount is               specific dollar amount is
requested, the amount withdrawn         requested, the amount withdrawn
from a guaranteed term will be          from a guaranteed term will be
decreased to compensate for the         decreased to compensate for the
positive MVA amount. For example, a     positive MVA amount. For example, a
withdrawal request to receive a         withdrawal request to receive a
check for $2,000 would result in a      check for $2,000 would result in a
$1,905.49 withdrawal from the           $1,951.98 withdrawal from the
guaranteed term.                        guaranteed term.


                                      I-3

IICA - MRA - 134790



<PAGE>

<Page>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-K

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

<Table>
<S>                                           <C>
For the fiscal year ended December 31, 2004   Commission file number: 333-49581, 033-63657
                          -----------------                           --------------------
</Table>

                        ING Insurance Company of America
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   Florida                                06-1286272
--------------------------------------------------------------------------------
       (State or other jurisdiction of                  (IRS employer
         incorporation or organization                identification no.)

<Table>
<S>                                                                            <C>
Corporate Center One, 2202 North Westshore Boulevard #350, Tampa, Florida      33607
-----------------------------------------------------------------------------------------
           (Address of principal executive offices)                         (Zip Code)
</Table>

Registrant's telephone number, including area code  (813) 281-3773
                                                    --------------

--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report

Securities registered pursuant to Section 12(b) of Act: None
Securities registered pursuant to Section 12(g) of Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K.

                                 Yes /X/ No / /

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                 Yes / / No /X/

APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 25,500 shares of Common Stock
as of March 28, 2005, all of which were directly owned by ING Life Insurance and
Annuity Company.

NOTE: WHEREAS ING INSURANCE COMPANY OF AMERICA MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM 10-K, THIS FORM IS BEING FILED WITH
THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION I(2).

<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)
                           Annual Report on Form 10-K
                      For the Year Ended December 31, 2004

                                TABLE OF CONTENTS

<Table>
<Caption>
FORM 10-K
  ITEM NO.                                                                             PAGE
-----------                                                                            ----
                                           PART I
<S>            <C>                                                                       <C>
Item 1.        Business*                                                                  3
Item 2.        Properties*                                                                9
Item 3.        Legal Proceedings                                                         10
Item 4.        Submission of Matters to a Vote of Security Holders**                     10

                                          PART II

Item 5.        Market for Registrant's Common Equity and Related Stockholder Matters     11
Item 6.        Selected Financial Data***                                                11
Item 7.        Management's Narrative Analysis of the Results of Operations and
                  Financial Condition*                                                   11
Item 7A.       Quantitative and Qualitative Disclosures About Market Risk                26
Item 8.        Financial Statements and Supplementary Data                               28
Item 9.        Changes in and Disagreements with Accountants on Accounting and
                  Financial Disclosure                                                   60
Item 9A.       Controls and Procedures                                                   60
Item 9B.       Other Information                                                         60

                                          PART III

Item 10.       Directors and Executive Officers of the Registrant**                      60
Item 11.       Executive Compensation**                                                  60
Item 12.       Security Ownership of Certain Beneficial Owners and Management**          60
Item 13.       Certain Relationships and Related Transactions**                          61
Item 14.       Principal Accountant Fees and Services                                    61

                                          PART IV

Item 15.       Exhibits, Financial Statement Schedules                                   63

               Index to Financial Statement Schedules                                    66
               Signatures                                                                69
</Table>

  * Item prepared in accordance with General Instruction I(2) of Form 10-K.
 ** Item omitted pursuant to General Instruction I(2) of Form 10-K, except as to
    Part III, Item 10 with respect to compliance with Sections 406 and 407 of
    the Sarbanes-Oxley Act of 2002.
*** Although item may be omitted pursuant to General Instruction I(2) of Form
    10-K, the Company has provided certain disclosures under this item.

<Page>

                                     PART I

ITEM 1.   BUSINESS
          (Dollar amounts in millions, unless otherwise stated)

ORGANIZATION OF BUSINESS

ING Insurance Company of America ("IICA" or the "Company") is a stock life
insurance company organized in 1990 under the insurance laws of Connecticut.
Effective January 5, 2000, the Company's state of domicile changed from
Connecticut to Florida. The Company is a wholly-owned subsidiary of ING Life
Insurance and Annuity Company ("ILIAC"). ILIAC was a wholly-owned subsidiary of
ING Retirement Holdings, Inc. ("HOLDCO"), which was a wholly-owned subsidiary of
ING Retirement Services, Inc. ("IRSI") until March 30, 2003. IRSI was a
wholly-owned subsidiary of Lion Connecticut Holdings Inc. ("Lion") until March
30, 2003, which in turn was ultimately owned by ING Groep N.V. ("ING"). On March
30, 2003, a series of mergers occurred in the following order: IRSI merged into
Lion, and HOLDCO merged into Lion. As a result, ILIAC is now a direct
wholly-owned subsidiary of Lion, which, in turn, is an indirect, wholly-owned
subsidiary of ING. ING is a global financial services company based in The
Netherlands, with American Depository Shares listed on the New York Stock
Exchange under the symbol "ING."

DESCRIPTION OF BUSINESS

The Company principally offers annuity contracts in the education market to
individuals on a qualified and non-qualified basis and to employer-sponsored
retirement plans qualified under Internal Revenue Code Sections 401, 403, and
408. These contracts may be deferred or immediate ("payout annuities").

The Company has one operating segment, ING U.S. Financial Services ("USFS").

PRODUCTS AND SERVICES

The Company's products provide customers with variable and/or fixed investment
options. Variable options generally provide for full assumption by the customer
of investment risks. Assets supporting variable options are held in Separate
Accounts that invest in mutual funds managed and/or distributed by the Company
or its affiliates or advised and/or distributed by non-affiliates. Variable
Separate Account investment income and realized capital gains and losses are not
reflected in the Statements of Operations.

Fixed options are either "fully guaranteed" or "experience-rated". Fully
guaranteed fixed options provide guarantees on investment returns, maturity
values, and, if applicable, benefit payments. Other fixed options are
"experience-rated" and require the customer to assume investment (including
realized capital gains and losses on the sale of invested assets) and other
risks subject to, among other things, principal and interest guarantees. The
Company has not issued these experience-rated fixed options since 2001.

FEES AND MARGINS

Insurance and expense charges, investment management fees and other fees earned
by the Company vary by product and depend, among other factors, on the funding
option selected by the customer under the product. For annuity products where
assets are allocated to variable funding options, the Company may charge the
Separate Account asset-based insurance and expense fees.

                                        3
<Page>

ITEM 1.   BUSINESS (continued)

In addition, when a customer selects a variable funding option, the Company
may receive compensation from the fund's adviser, administrator, or other
affiliated entity for the performance of certain shareholder services. The
Company may also receive administrative service, distribution (12b-1), and/or
service plan fees from funds in which customers invest, in addition to
compensation from the fund's adviser, administrator, or other affiliated
entity. For fixed funding options, the Company earns a margin, which is based
on the difference between income earned on the investments supporting the
liability and interest credited to customers. The Company may also receive
other fees or charges depending on the nature of the products.

PRINCIPAL MARKETS AND METHOD OF DISTRIBUTION

The Company's products are offered primarily to individuals and
employer-sponsored groups in the education market. The Company's products
generally are sold through a managed network of broker/dealers and dedicated
career agents.

The Company is not dependent upon any single customer and no single customer
accounted for 10% or more of revenue in 2004. In addition, the loss of business
from any one, or a few, independent brokers or agents would not have a material
adverse effect on the earnings of the Company.

ASSETS UNDER MANAGEMENT

A substantial portion of fees or other charges and margins is based on assets
under management. Assets under management are principally affected by net
deposits (i.e., new deposits less surrenders), investment performance (i.e.,
interest credited to customer accounts for fixed options or market performance
for variable options) and customer retention. Assets under management were as
follows at December 31:

<Table>
<Caption>
                                                               2004       2003
--------------------------------------------------------------------------------
<S>                                                          <C>        <C>
New deposits
   Annuities--variable options                               $   18.0   $   17.9
   Annuities--fixed options                                       2.6        4.6
--------------------------------------------------------------------------------
Total deposits                                               $   20.6   $   22.5
================================================================================

Customer assets under management
   Annuities--variable options                               $  540.3   $  584.4
   Annuities--fixed options                                     118.0      138.9
--------------------------------------------------------------------------------
Total customer assets under management                       $  658.3   $  723.3
================================================================================
</Table>

Assets under management are available for contractowner withdrawal and are
generally subject to fair value adjustments and/or deferred surrender charges.
To encourage customer retention and recover acquisition expenses, contracts
typically impose a surrender charge on contractowner balances withdrawn within a
period of time after the contract's inception. The period of time and level of
the charge vary by product. More favorable credited rates may also be offered
after policies have been in force for a period of time. Existing tax penalties
on annuity distributions prior to age 59-1/2 provide further disincentive to
customers for premature surrenders of account balances, but generally do not
impede transfers of those balances to products of competitors.

                                        4
<Page>

ITEM 1.   BUSINESS (continued)

COMPETITION

Competition arises from an array of financial services companies including other
insurance companies, banks, mutual funds, and other investment managers.
Principal competitive factors are reputation for investment performance, product
features, service, cost, and the perceived financial strength of the investment
manager or sponsor. Competition may affect, among other matters, both business
growth and the pricing of the Company's products and services.

INVESTMENT OVERVIEW AND STRATEGY

The Company's investment strategy involves diversification by asset class,
and seeks to add economic diversification and to reduce the risks of credit,
liquidity, and embedded options within certain investment products, such as
convexity risk on collateralized mortgage obligations and call options. The
investment management function is centralized under ING Investment Management
LLC ("IIM"), an affiliate of the Company, pursuant to an investment advisory
agreement. Separate portfolios are established for each general type of
product within the Company.

The Company's General Account invests primarily in fixed maturity investments,
including publicly issued bonds (including government bonds), privately placed
notes and bonds, mortgage-backed securities, and asset-backed securities. The
primary investment strategy is to optimize the risk-adjusted return through
superior asset selection predicated on a developed relative value approach,
solid credit research and monitoring, superior management of interest rate risk,
and active exploration into new investment product opportunities. Investments
are purchased when market returns, adjusted for risk and expenses, are
sufficient to profitably support growth of the liability block of business. In
addition, assets and liabilities are analyzed and reported for internal
management purposes on an option-adjusted basis. The level of required capital
of given transactions is a primary factor in determining relative value among
different investment and liability alternatives, within the scope of each
product type's objective. An active review of existing holdings identifies
specific assets that could be effectively traded in order to enhance the
risk-adjusted returns of the portfolio, while minimizing adverse tax and
accounting impacts. The Company strives to maintain a portfolio average asset
quality rating of A, excluding mortgage loans, but including mortgage-backed
securities, which are reported with bonds, based on Standard & Poor's ("S&P")
ratings classifications.

RATINGS

On December 15, 2004, S&P reaffirmed its AA (Very Strong) counterparty credit
and financial strength rating of ING's primary U.S. insurance operating
companies ("ING U.S."), including the Company. S&P, also on this date, revised
the outlook on the core insurance operating companies from negative to stable,
reflecting ING's commercial position and diversification, financial flexibility,
reduced capital leverage, and improved profitability. The outlook revisions
recognize ING's progress in setting a more focused and decisive strategic
direction and implementing more integrated financial management across banking
and insurance.

On December 17, 2004, Moody's Investor's Service, Inc. ("Moody's") issued a
credit opinion affirming the financial strength rating of ING U.S., including
the Company, of Aa3 (Excellent) with a stable outlook. The rating is based on
the strong implicit support and financial strength of the parent company, ING.
Furthermore, Moody's noted that ING U.S. has built a leading market share in the
domestic individual life insurance,

                                        5
<Page>

ITEM 1.   BUSINESS (continued)

annuity, and retirement plan businesses. ING U.S. enjoys product diversity,
further enhancing its credit profile through the use of these multiple
distribution channels.

On December 22, 2004, A.M. Best Company, Inc. ("A.M. Best") reaffirmed the
financial strength rating of A+ (Superior) of ING U.S., including the
Company, while maintaining its negative outlook for ING U.S. These rating
actions follow ING's announcement of its intention to sell Life Insurance
Company of Georgia ("LOG"), as well as the conclusion of A.M. Best's review
of ING's plan to exit the U.S. individual reinsurance business. ING closed
the transaction to exit the U.S. individual life reinsurance business on
December 31, 2004, and the sale of LOG is expected to be completed during the
second quarter of 2005, subject to regulatory approval. Neither of these
transactions directly impact the Company.

REGULATION

The Company's operations are subject to comprehensive regulation throughout the
United States. The laws of the various jurisdictions establish supervisory
agencies, including the state insurance departments, with broad authority to
grant licenses to transact business and regulate many aspects of the products
and services offered by the Company, as well as solvency and reserve adequacy.
Many agencies also regulate the investment activities of insurance companies on
the basis of quality, diversification, and other quantitative criteria. The
Company's operations and accounts are subject to examination at regular
intervals by certain of these regulators.

Operations conducted by the Company are subject to regulation by various state
insurance departments in the states where the Company conducts business. The
Company is domiciled in Florida. Among other matters, these agencies may
regulate premium rates, trade practices, agent licensing, policy forms,
underwriting and claims practices, and minimum interest rates to be credited to
fixed annuity customer accounts.

The Securities and Exchange Commission ("SEC"), the National Association of
Securities Dealers ("NASD") and, to a lesser extent, the states regulate the
sales and investment management activities and operations of the Company.
Generally, the Company's variable annuity products and certain of its fixed
annuities are registered as securities with the SEC. Regulations of the SEC,
Department of Labor ("DOL"), and Internal Revenue Service ("IRS") also impact
certain of the Company's annuity and other investment and retirement products.
These products may involve Separate Accounts and mutual funds registered under
the Investment Company Act of 1940.

INSURANCE HOLDING COMPANY LAWS

A number of states regulate affiliated groups of insurers such as the Company
under holding company statutes. These laws, among other things, place certain
restrictions on transactions between affiliates such as dividends and other
distributions that may be paid to the Company's parent corporation.

INSURANCE COMPANY GUARANTY FUND ASSESSMENTS

Insurance companies are assessed the costs of funding the insolvencies of other
insurance companies by the various state guaranty associations, generally based
on the amount of premiums companies collect in that state.

                                        6
<Page>

ITEM 1.   BUSINESS (continued)

The Company accrues the cost of future guaranty fund assessments based on
estimates of insurance company insolvencies provided by the National
Organization of Life and Health Insurance Guaranty Association ("NOLHGA") and
the amount of premiums written in each state. The Company has recorded $0.2 and
$0.4 for this liability as of December 31, 2004 and 2003, respectively.

For information regarding certain other potential regulatory changes relating to
the Company's businesses, see "Risk Factors" in Item 1 "Business".

EMPLOYEES

The Company utilizes the employees of ING North America Insurance Corporation,
Inc. and other affiliates. Services provided by the employees of affiliated
companies include underwriting, new business processing, customer service,
actuarial, risk management, human resources, investment management, finance,
information technology, and legal and compliance services. The Company receives
an expense allocation, at cost, based on its utilization of employees of
affiliates.

RISK FACTORS

In addition to the normal risks of business, the Company is subject to
significant risks and uncertainties, including those which are described below.

   EQUITY MARKET VOLATILITY COULD NEGATIVELY IMPACT THE COMPANY'S PROFITABILITY
   AND FINANCIAL CONDITION

The sales and profitability of the Company's variable annuity products could be
impacted by declines in the equity markets. Generally, sales of variable
annuities decrease when equity markets decline over an extended period of time.
The amount of fees the Company receives on its variable annuity products is
based on the account values of the Separate Accounts which support such variable
earnings. A decline in the equity markets will likely result in a decrease in
such account values and therefore a decrease in the fees the Company receives on
its variable annuities. To the extent that the actual performance of the equity
markets and the Company's expectations of future performance decrease its future
profit expectations, the Company may be required to accelerate the amount of
deferred acquisition cost amortization in a given period, potentially negatively
impacting its net income in a period.

   THE COMPANY'S EFFORTS TO REDUCE THE IMPACT OF INTEREST RATE CHANGES ON ITS
   PROFITABILITY AND FINANCIAL CONDITION MAY NOT BE EFFECTIVE

The Company attempts to reduce the impact of changes in interest rates on the
profitability and financial condition of its fixed annuity operations. The
Company accomplishes this reduction primarily by managing the duration of its
assets relative to the duration of its liabilities. During a period of rising
interest rates, annuity contract surrenders and withdrawals may increase as
customers seek to achieve higher returns. Despite its efforts to reduce the
impact of rising interest rates, the Company may be required to sell assets to
raise the cash necessary to respond to such surrenders and withdrawals, thereby
realizing capital losses on the assets sold. An increase in policy surrenders
and withdrawals may also require the Company to accelerate amortization of
policy acquisition costs relating to these contracts, which would further reduce
its net income.

                                        7
<Page>

ITEM 1.   BUSINESS (continued)

During periods of declining interest rates, borrowers may prepay or redeem
mortgages and bonds that the Company owns, which would force it to reinvest the
proceeds at lower interest rates. The Company's General Account products
generally contain minimum interest rate guarantees. These minimum guarantees may
constrain the Company's ability to lower credited interest rates in response to
lower investment returns. Therefore, it may be more difficult for the Company to
maintain its desired spread between the investment income it earns and the
interest it credits to its customers, thereby reducing its profitability.

   A DOWNGRADE IN ANY OF THE RATINGS FOR THE COMPANY MAY, AMONG OTHER THINGS,
   INCREASE POLICY SURRENDERS AND WITHDRAWALS, REDUCE NEW SALES, AND TERMINATE
   RELATIONSHIPS WITH DISTRIBUTORS, ANY OF WHICH COULD ADVERSELY AFFECT ITS
   PROFITABILITY AND FINANCIAL CONDITION

Ratings are important factors in establishing the competitive position of
insurance companies. A downgrade, or the potential for such a downgrade, of any
of the ratings for the Company could, among other things:

-  Materially increase the number of annuity contract surrenders and
   withdrawals;

-  Result in the termination of relationships with broker-dealers, banks,
   agents, wholesalers, and other distributors of the Company's products and
   services; and

-  Reduce new sales of annuity contracts.

Any of these consequences could adversely affect the Company's profitability and
financial condition.

Rating organizations assign ratings based upon several factors. While most of
the factors relate to the rated company, some of the factors relate to the views
of the rating organization, general economic conditions, and circumstances
outside the rated company's control. In addition, rating organizations may
employ different models and formulas to assess financial strength of a rated
company, and from time to time rating organizations have, in their discretion,
altered the models. Changes to the models, general economic conditions, or
circumstances outside the Company's control could impact a rating organization's
judgment of its rating and the subsequent rating it assigns the Company. The
Company cannot predict what actions rating organizations may take, or what
actions it may be required to take in response to the actions of rating
organizations, which could adversely affect the Company.

   THE COMPANY'S INVESTMENT PORTFOLIO IS SUBJECT TO SEVERAL RISKS THAT MAY
   DIMINISH THE VALUE OF ITS INVESTED ASSETS AND ADVERSELY AFFECT ITS SALES,
   PROFITABILITY AND THE INVESTMENT RETURNS CREDITED TO CERTAIN OF ITS CUSTOMERS

The Company's investment portfolio is subject to several risks, including, among
other things:

-  The Company may experience an increase in defaults or delinquency in the
   investment portfolios.

-  The Company may have greater difficulty selling privately placed fixed
   maturity securities in a timely manner, because they are less liquid than
   publicly traded fixed maturity securities.

-  During periods of declining interest rates, borrowers may prepay or redeem
   prior to maturity (i) mortgages that back certain mortgage-backed securities
   and (ii) bonds with embedded call options that the Company owns which would
   force it to reinvest the proceeds received at lower interest rates.

                                        8
<Page>

ITEM 1.   BUSINESS (continued)

Any of these consequences may diminish the value of the Company's invested
assets and adversely affect its sales, profitability, or the investment returns
credited to its customers.

   CHANGES IN REGULATION IN THE UNITED STATES MAY REDUCE THE COMPANY'S
   PROFITABILITY

The Company's insurance business is subject to comprehensive regulation and
supervision throughout the United States by both state and federal regulators.
The primary purpose of state regulation of the insurance business is to protect
contractowners, and not necessarily to protect other constituencies such as
creditors or investors. State insurance regulators, state attorneys general, the
National Association of Insurance Commissioners, the SEC, and the NASD
continually reexamine existing laws and regulations and may impose changes in
the future. Changes in federal legislation and administrative policies in areas
such as employee benefit plan regulation, financial services regulation, and
federal taxation could lessen the advantages of certain of the Company's
products as compared to competing products, or possibly result in the surrender
of some existing contracts and policies or reduced sales of new products and,
therefore, could reduce the Company's profitability.

The insurance industry has recently become the focus of greater regulatory
scrutiny due to questionable business practices relating to trading and pricing
within the mutual fund and variable annuity industries, allegations related to
improper special payments, price-fixing, conflicts of interest and improper
accounting practices, and other misconduct alleged by and initiatives of the New
York Attorney General, state insurance departments, and in related litigation.
As a result, a large number of insurance companies, including certain ING
affiliates, have been requested to provide information to regulatory
authorities. In some cases, this regulatory scrutiny has led to new proposed
legislation regulating insurance companies, regulatory penalties and related
litigation. At this time, the Company does not believe that any such regulatory
scrutiny will materially impact it; however, the Company cannot guarantee that
new laws, regulations, or other regulatory action aimed at the business
practices under scrutiny would not adversely affect its business. The adoption
of new laws or regulations, enforcement action or litigation, whether or not
involving the Company, could influence the manner in which it distributes its
insurance products, which could adversely impact the Company.

ITEM 2.   PROPERTIES

The Company's principal executive office is located at Corporate Center One,
2202 North Westshore Boulevard #350, Tampa, Florida 33607 and its principal
office for operations is located at 151 Farmington Avenue, Hartford, Connecticut
06156. The Company occupies office space that is leased by ILIAC or other
affiliates. Expenses associated with these offices are allocated on a direct and
indirect basis to the Company. Affiliates within ING's U.S. operations also
provide the Company with various management, finance, investment management and
other administrative services, from facilities located at 5780 Powers Ferry
Road, N.W., Atlanta, Georgia 30327-4390. Affiliates also provide the Company
with product management, sales, marketing, customer and other administrative
services for its annuity business from facilities located in West Chester,
Pennsylvania and Des Moines, Iowa. The affiliated companies are reimbursed for
the Company's use of these services and facilities under a variety of
intercompany agreements.

                                        9
<Page>

ITEM 3.   LEGAL PROCEEDINGS

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

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

                                       10
<Page>

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no public trading market for the Company's Common Stock. All of the
Company's outstanding common stock is owned by ILIAC, which is a wholly-owned
subsidiary of Lion, which is ultimately owned by ING.

The Company's ability to pay dividends is subject to the prior approval of the
insurance regulatory authorities of the State of Florida for payment of any
dividend which exceeds certain statutorily prescribed thresholds that are
calculated in relation to a company's statutory surplus and/or its net gains
from operations.

The Company did not pay dividends to its parent or receive capital contributions
from its parent in 2004, 2003, or 2002.

ITEM 6.   SELECTED FINANCIAL DATA
          (Dollar amounts in millions, unless otherwise stated)

                        ING INSURANCE COMPANY OF AMERICA
                    3-YEAR SUMMARY OF SELECTED FINANCIAL DATA

<Table>
<Caption>
                                                   2004         2003         2002
------------------------------------------------------------------------------------
<S>                                             <C>          <C>          <C>
OPERATING RESULTS
Net investment income                           $      9.5   $      6.6   $      6.7
Fee income                                             8.1          8.3         10.3
Net realized capital gains (losses)                    1.3          2.3         (2.4)
Total revenue                                         18.9         17.2         14.6
Interest credited and other benefits to
  contractowners                                       3.7          1.9          5.8
Amortization of deferred policy acquisition
  costs and value of business acquired                 5.1          3.6         10.6
Income (loss) before cumulative effect of
  change in accounting principle                       5.9          6.3         (3.3)
Cumulative effect of change in accounting
  principle, net of tax                                 --           --       (101.8)
Net income (loss)                                      5.9          6.3       (105.1)

FINANCIAL POSITION
Total investments                               $    185.2   $    133.1   $    129.6
Assets held in separate accounts                     540.3        660.7        622.0
Total assets                                         790.8        852.7        808.2
Future policy benefits and claims reserves           123.0         86.6         91.1
Liabilities related to separate accounts             540.3        660.7        622.0
Total shareholder's equity                            96.3         92.6         85.9
</Table>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION
          (Dollar amounts in millions, unless otherwise stated)

OVERVIEW

The following narrative analysis of the results of operations presents a review
of ING Insurance Company of America ("IICA" or the "Company") for each of the
two years ended December 31, 2004 and 2003 and financial condition as of
December 31, 2004 versus 2003. This overview should be read in its entirety and
in conjunction with the selected financial data, financial statements, related
notes and other data found under Part II, Item 6 and Item 8 contained herein.

                                       11
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)

FORWARD-LOOKING INFORMATION/RISK FACTORS

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company cautions readers regarding certain
forward-looking statements contained in this report and in any other statements
made by, or on behalf of, the Company, whether or not in future filings with the
Securities Exchange Commission ("SEC"). Forward-looking statements are
statements not based on historical information and which relate to future
operations, strategies, financial results, or other developments. Statements
using verbs such as "expect," "anticipate," "believe" or words of similar import
generally involve forward-looking statements. Without limiting the foregoing,
forward-looking statements include statements which represent the Company's
beliefs concerning future levels of sales and redemptions of the Company's
products, investment spreads and yields, or the earnings and profitability of
the Company's activities.

Forward-looking statements are necessarily based on estimates and assumptions
that are inherently subject to significant business, economic, and competitive
uncertainties and contingencies, many of which are beyond the Company's control
and many of which are subject to change. These uncertainties and contingencies
could cause actual results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company. Whether or not
actual results differ materially from forward-looking statements may depend on
numerous foreseeable and unforeseeable developments. Some may be national in
scope, such as general economic conditions, changes in tax law, and changes in
interest rates. Some may be related to the insurance industry generally, such as
pricing competition, regulatory developments, and industry consolidation. Others
may relate to the Company specifically, such as litigation, regulatory action,
and risks associated with the Company's investment portfolio, such as changes in
credit quality, price volatility, and liquidity. Investors are also directed to
consider other risks and uncertainties discussed in documents filed by the
Company with the SEC. Except as may be required by the federal securities laws,
the Company disclaims any obligation to update forward-looking information.

CRITICAL ACCOUNTING POLICIES

GENERAL

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the use of estimates and
assumptions in certain circumstances that affect amounts reported in the
accompanying financial statements and related footnotes. These estimates and
assumptions are evaluated on an on-going basis based on historical developments,
market conditions, industry trends, and other information that is reasonable
under the circumstances. There can be no assurance that actual results will
conform to estimates and assumptions, and that reported results of operations
will not be materially adversely affected by the need to make future accounting
adjustments to reflect changes in these estimates and assumptions from time to
time.

The Company has identified the following estimates as critical in that they
involve a higher degree of judgment and are subject to a significant degree of
variability: reserves, other-than-temporary impairment testing, and amortization
of value of business acquired ("VOBA"). In developing these estimates,
management makes subjective and complex judgments that are inherently uncertain
and subject to material changes as facts and circumstances develop. Although
variability is inherent in these estimates, management believes the amounts
provided are appropriate based upon the facts available upon compilation of the
financial statements.

                                       12
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)
CRITICAL ACCOUNTING POLICIES (continued)

RESERVES

The Company establishes and carries actuarially determined reserve liabilities
which are calculated to meet its future obligations. Changes in or deviations
from the assumptions used can significantly affect the Company's reserve levels
and related future operations.

Reserves for deferred annuity investment contracts and immediate annuities
without life contingent benefits are equal to cumulative deposits less charges
and withdrawals plus credited interest thereon (rates range from 3.0% to 7.8.%
for all years presented) net of adjustments for investment experience that the
Company is entitled to reflect in future credited interest. These reserves also
include unrealized gains/losses related to investments and unamortized realized
gains/losses on investments for experience-rated contracts. Reserves on
experience-rated contracts reflect the rights of contractowners, plan
participants, and the Company.

Reserves for immediate annuities with life contingent benefits are computed on
the basis of assumed interest discount rates, mortality, and expenses, including
a margin for adverse deviations. Such assumptions generally vary by plan, year
of issue and policy duration. Reserve interest rates range from 4.9% to 8.0% for
all years presented.

OTHER-THAN-TEMPORARY IMPAIRMENT TESTING

The Company's accounting policy requires that a decline in the value of an
investment below its amortized cost basis be assessed to determine if the
decline is other-than-temporary. If so, the investment is deemed to be
other-than-temporarily impaired, and a charge is recorded in net realized
capital losses equal to the difference between fair value and the amortized cost
basis of the investment. The fair value of the other-than-temporarily impaired
investment becomes its new cost basis.

In addition, the Company invests in structured securities that meet the criteria
of Emerging Issues Task Force ("EITF") Issue No. 99-20, "Recognition of Interest
Income and Impairment on Purchased and Retained Beneficial Interests in
Securitized Financial Assets." Under EITF Issue No. 99-20, a determination of
the required impairment is based on credit risk and the possibility of
significant prepayment risk that restricts the Company's ability to recover the
investment. An impairment is recognized if the fair value of the security is
less than amortized cost and there has been an adverse change in cash flow since
the remeasurement date. When a decline in fair value is determined to be
other-than-temporary, the individual security is written down to fair value and
the loss is accounted for as a realized loss.

The evaluation of other-than-temporary impairments included in the General
Account is a quantitative and qualitative process, which is subject to risks and
uncertainties and is intended to determine whether declines in the fair value of
investments should be recognized in current period earnings. The risks and
uncertainties include the length of time and extent to which the fair value has
been less than amortized cost, changes in general economic conditions, the
issuer's financial condition or near-term recovery prospects, and the effects of
changes in interest rates.

                                       13
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)
CRITICAL ACCOUNTING POLICIES (continued)

AMORTIZATION OF VALUE OF BUSINESS ACQUIRED

VOBA represents the outstanding value of in force business capitalized and is
subject to amortization in purchase accounting when the Company was acquired.
The value is based on the present value of estimated net cash flows embedded
in the Company's contracts.

The amortization methodology used for VOBA varies by product type. Statement of
Financial Accounting Standards ("FAS") No. 97, "Accounting and Reporting by
Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains
and Losses from the Sale of Investments," ("FAS 97") applies to universal life
and investment-type products, such as fixed and variable deferred annuities.
Under FAS No. 97, VOBA is amortized, with interest, over the life of the related
contracts (usually 25 years) in relation to the present value of estimated
future gross profits from investment, mortality, and expense margins;
asset-based fees, policy administration, and surrender charges; less policy
maintenance fees and non-capitalized commissions, as well as realized gains and
losses on investments.

Changes in assumptions can have a significant impact on VOBA balances and
amortization rates. Several assumptions are considered significant in the
estimation of future gross profits associated with variable deferred annuity
products. One of the most significant assumptions involved in the estimation of
future gross profits is the assumed return associated with the variable account
performance. To reflect the volatility in the equity markets, this assumption
involves a combination of near-term expectations and long-term assumptions
regarding market performance. The overall return on the variable account is
dependent on multiple factors, including the relative mix of the underlying
sub-accounts among bond funds and equity funds, as well as equity sector
weightings. Other significant assumptions include surrender and lapse rates,
estimated interest spread, and estimated mortality.

Due to the relative size and sensitivity to minor changes in underlying
assumptions of VOBA balances, the Company performs a quarterly and annual
analysis of VOBA for the annuity business. The VOBA balances are evaluated for
recoverability and are reduced to the extent that estimated future gross profits
are inadequate to recover the asset.

At each evaluation date, actual historical gross profits are reflected, and
estimated future gross profits and related assumptions are evaluated for
continued reasonableness. Any adjustment in estimated profit requires that the
amortization rate be revised ("unlocking"), retroactively to the date of the
policy or contract issuance. The cumulative prior period adjustment is
recognized as a component of current period amortization. In general, increases
in investment, mortality, and expense margins, and thus estimated future
profits, lower the rate of amortization. However, decreases in investment,
mortality, and expense margins, and thus estimated future profits, increase the
rate of amortization.

Deferred policy acquisition costs ("DAC") represents policy acquisition costs
that have been capitalized and are subject to amortization. Such costs
consist principally of certain commissions, underwriting, contract issuance,
and agency expenses, related to the production of new and renewal business.
DAC, in the amount of $0.9 as of December 31, 2004 and 2003, is included in
other assets on the Balance Sheets and the related amortization is included
in VOBA amortization.

                                       14
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)
CRITICAL ACCOUNTING POLICIES (continued)

ANALYSIS OF VOBA

During 2004, VOBA amortization increased principally due to a decrease in
estimated future profits, due to higher surrenders and a decrease in assets
under management.

During 2003 the Company reset long-term assumptions for the Separate Account
returns from 9.0% to 8.5% (gross before fund management fees and mortality,
expense, and other policy charges), reflecting a blended return of equity and
other sub-accounts. The 2003 unlocking adjustment was primarily driven by
improved market performance compared to expected performance during 2003. For
the year ended December 31, 2003, the Company recorded a deceleration of VOBA
amortization totaling $1.1 before tax, or $0.7, net of $0.4 of federal income
tax expense.

As part of the regular analysis of VOBA, at the end of 2002, the Company
unlocked its long-term rate of return assumptions. The Company reset long-term
return assumptions for the Separate Account returns to 9.0% (gross before fund
management fees and mortality and expense and other policy charges), as of
December 31, 2002, reflecting a blended return of equity and other sub-accounts.
The unlocking adjustment in 2002 was primarily driven by the sustained downturn
in the equity markets and revised expectations for future returns. During 2002,
the Company recorded an acceleration of VOBA amortization totaling $3.5 before
tax, or $2.3, net of $1.2 of federal income tax benefit.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003

NET INCOME: Net income decreased by $0.4 to $5.9 for 2004, as compared to $6.3
for 2003. Decreased net income is primarily the result of an increase in
amortization of VOBA partially offset by an increase in net investment income in
excess of interest credited.

NET INVESTMENT INCOME: Net investment income from General Account assets
increased $2.9 to $9.5 for 2004 from $6.6 for 2003. The increase is primarily
due to the inclusion of interest income of $3.0 on the guaranteed portion of the
separate accounts beginning in 2004 as required with the adoption of Statement
of Position ("SOP") 03-1, "Accounting and Reporting by Insurance Enterprises for
Certain Nontraditional Long-Duration Contracts and for Separate Accounts".

FEE INCOME: Fee income for 2004 decreased by $0.2 to $8.1 from $8.3 for 2003. A
substantial portion of fee income is calculated based on variable assets under
management. The decrease in fee income was primarily due to a decrease in the
Company's average variable assets under management by 7.5%.

NET REALIZED CAPITAL GAINS: Net realized capital gains for 2004 decreased by
$1.0 to $1.3 from $2.3 for 2003. The decrease in gains is primarily due to
rising interest rates in 2004. In an increasing rate environment, the market
value of fixed maturities in the portfolios decreases, which in turn, results in
lower realized gains upon sale.

                                       15
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)
RESULTS OF OPERATIONS (continued)

INTEREST CREDITED AND OTHER BENEFITS TO CONTRACTOWNERS: Interest credited and
other benefits to contractowners increased $1.8 to $3.7 from $1.9 for 2003. The
increase is primarily due to the inclusion of interest credited to
contractowners on the guaranteed portion of the separate accounts, as required
by SOP 03-1.

OPERATING EXPENSES: Operating expenses for 2004 decreased by $0.7 to $2.7 from
$3.4 for 2003. The decrease is principally related to reductions in premium tax
expenses, guarantee fund assessments and the overall decrease in assets under
management by 9%.

AMORTIZATION OF VOBA: Amortization of VOBA for 2004, increased by $1.5 to $5.1
from $3.6 for 2003. Amortization of long-duration products is recorded in
proportion to actual and estimated future gross profits. Estimated gross profits
are computed based on assumptions related to the underlying contracts, including
but not limited to interest margins, surrenders, withdrawals, expenses, and
asset growth. Due to higher surrenders and a decrease in assets under
management, the Company's estimate of future profits decreased.

FINANCIAL CONDITION

INVESTMENTS

INVESTMENT STRATEGY

The Company's investment strategy for its General Account investments involves
diversification by asset class, and seeks to add economic diversification and to
reduce the risks of credit, liquidity, and embedded options within certain
investment products, such as convexity risk on collateralized mortgage
obligations and call options. The investment management function is centralized
under ING Investment Management LLC ("IIM"), pursuant to an investment advisory
agreement. Separate portfolios are established for each general type of product
within IICA.

The Company invests its General Account primarily in fixed maturity
investments, including publicly issued bonds (including government bonds),
privately placed notes and bonds, mortgage-backed securities, and asset-backed
securities. The primary investment strategy is to optimize the risk-adjusted
return through superior asset selection predicated on a developed relative
value approach, credit research and monitoring, superior management of
interest rate risk, and active exploration into new investment product
opportunities. Investments are purchased when market returns, adjusted for
risk and expenses, are sufficient to profitably support growth of the
liability block of business. In addition, assets and liabilities are analyzed
and reported for internal management purposes on an option-adjusted basis. The
level of required capital of given transactions is a primary factor in
determining relative value among different investment and liability
alternatives, within the scope of each product type's objective. An active
review of existing holdings identifies specific assets that could be
effectively traded in order to enhance the risk-adjusted returns of the
portfolio, while minimizing adverse tax and accounting impacts. The Company
strives to maintain a portfolio average asset quality rating of A, excluding
mortgage loans, but including mortgage-backed securities that are reported
with bonds, based on Standard & Poor's ratings classifications.

                                       16
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)
FINANCIAL CONDITION (continued)


PORTFOLIO COMPOSITION

The following table presents the investment portfolio at December 31, 2004 and
2003.

<Table>
<Caption>
                                                     2004                       2003
                                           -----------------------    -----------------------
                                           FAIR VALUE          %      FAIR VALUE          %
-----------------------------------------------------------------------------------------------
<S>                                        <C>               <C>      <C>               <C>
Fixed maturities, including
  securities pledged                       $    185.2        100.0%   $    133.1        100.0%
===============================================================================================
</Table>

FIXED MATURITIES

Fixed maturities available-for-sale as of December 31, 2004 were as follows:

<Table>
<Caption>
                                                                GROSS        GROSS
                                                 AMORTIZED   UNREALIZED   UNREALIZED      FAIR
                                                   COST         GAINS       LOSSES        VALUE
---------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>          <C>          <C>
Fixed maturities:
U.S. government and government
  agencies and authorities                      $     47.2   $      0.2   $      0.4   $     47.0
U.S. corporate securities:
  Public utilities                                     9.8          0.3          0.1         10.0
  Other corporate securities                          64.3          2.5          0.3         66.5
---------------------------------------------------------------------------------------------------
  Total U.S. corporate securities                     74.1          2.8          0.4         76.5
---------------------------------------------------------------------------------------------------

Foreign securities                                     6.6          0.5           --          7.1
Residential mortgage-backed securities                30.6          0.1          0.3         30.4
Commercial mortgage-backed securities                  9.2          0.5          0.1          9.6
Other asset-backed securities                         14.2          0.4           --         14.6
---------------------------------------------------------------------------------------------------
Total fixed maturities including fixed
  maturities, pledged to creditors                   181.9          4.5          1.2        185.2
Less: fixed maturities pledged to creditors           20.4           --          0.2         20.2
---------------------------------------------------------------------------------------------------

Fixed maturities                                $    161.5   $      4.5   $      1.0   $    165.0
===================================================================================================
</Table>

                                       17
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)
FINANCIAL CONDITION (continued)

Fixed maturities available-for-sale as of December 31, 2003 were as follows:

<Table>
<Caption>
                                                                GROSS        GROSS
                                                 AMORTIZED   UNREALIZED   UNREALIZED      FAIR
                                                   COST         GAINS       LOSSES        VALUE
---------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>          <C>          <C>
Fixed maturities:
U.S. government and government
  agencies and authorities                      $      7.6   $      0.4   $       --   $      8.0
U.S. corporate securities:
  Public utilities                                     4.1          0.1           --          4.2
  Other corporate securities                          68.3          3.5          0.3         71.5
---------------------------------------------------------------------------------------------------
Total U.S. corporate securities                       72.4          3.6          0.3         75.7
---------------------------------------------------------------------------------------------------

Foreign securities                                     9.0          0.6           --          9.6
Residential mortgage-backed securities                26.3          0.2          0.3         26.2
Commercial mortgage-backed securities                  4.9          0.4           --          5.3
Other asset-backed securities                          7.7          0.6           --          8.3
---------------------------------------------------------------------------------------------------

Fixed maturities                                $    127.9   $      5.8   $      0.6   $    133.1
===================================================================================================
</Table>

At December 31, 2004 and 2003, respectively, the Company's carrying value of
available-for-sale fixed maturities, including fixed maturities pledged to
creditors (hereinafter referred to as "total fixed maturities") represented 100%
of the total general account invested assets. For the same periods, $61.1, or
33.0% of total fixed maturities, and $92.3, or 69.3% of total fixed maturities,
respectively, supported experience-rated products. Total fixed maturities
reflected net unrealized capital gains of $3.3 and $5.2 at December 31, 2004 and
2003, respectively.

It is management's objective that the portfolio of fixed maturities be of high
quality and be well diversified by market sector. The fixed maturities in the
Company's portfolio are generally rated by external rating agencies and, if not
externally rated, are rated by the Company on a basis believed to be similar to
that used by the rating agencies. The average quality rating of the Company's
fixed maturities portfolio was AA and AA- at December 31, 2004 and 2003,
respectively. Ratings are calculated using a rating hierarchy that considers
S&P, Moody's, and internal ratings.

Total fixed maturities by quality rating category, including fixed maturities
pledged to creditors, were as follows at December 31:

<Table>
<Caption>
                                                          2004                       2003
                                                -----------------------    -----------------------
                                                   FAIR         % OF          FAIR         % OF
                                                   VALUE        TOTAL         VALUE        TOTAL
----------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>      <C>               <C>
AAA                                             $     99.7         53.8%   $     63.5         47.7%
AA                                                     5.9          3.2           1.6          1.2
A                                                     46.2         24.9          36.9         27.7
BBB                                                   29.0         15.7          30.0         22.6
BB                                                     4.4          2.4           0.1          0.1
B and below                                              -          0.0           1.0          0.7
----------------------------------------------------------------------------------------------------
  Total                                         $    185.2        100.0%   $    133.1        100.0%
====================================================================================================
</Table>

                                       18
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)
FINANCIAL CONDITION (continued)

97.6% and 99.2% of fixed maturities were invested in securities rated BBB and
above (Investment Grade) at December 31, 2004 and 2003, respectively.

Fixed maturities rated BB and below (Below Investment Grade) may have
speculative characteristics, and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity of the issuer to
make principal and interest payments than is the case with higher rated fixed
maturities.

Total fixed maturities by market sector, including fixed maturities pledged to
creditors, were as follows, at December 31:

<Table>
<Caption>
                                                          2004                       2003
                                                -----------------------    -----------------------
                                                   FAIR         % OF          FAIR         % OF
                                                   VALUE        TOTAL         VALUE        TOTAL
----------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>      <C>               <C>
U.S. Corporate                                  $     76.5         41.3%   $     75.7         56.9%
Residential Mortgage-backed                           30.4         16.4          26.2         19.7
U.S. Treasuries/Agencies                              47.0         25.4           8.0          6.0
Asset-backed                                          14.6          7.9           8.3          6.2
Commercial/Multifamily Mortgage-backed                 9.6          5.2           5.3          4.0
Foreign(1)                                             7.1          3.8           9.6          7.2
----------------------------------------------------------------------------------------------------
  Total                                         $    185.2        100.0%   $    133.1        100.0%
====================================================================================================
</Table>

(1) Primarily U.S. dollar denominated

The amortized cost and fair value of total fixed maturities for the year-ended
December 31, 2004 are shown below by contractual maturity. Actual maturities may
differ from contractual maturities because securities may be restructured,
called, or prepaid.

<Table>
<Caption>
                                                 AMORTIZED      FAIR
                                                   COST         VALUE
-------------------------------------------------------------------------
<S>                                             <C>          <C>
Due to mature:
  One year or less                              $      2.7   $      2.8
  After one year through five years                   81.8         82.3
  After five years through ten years                  28.3         29.2
  After ten years                                     15.1         16.3
  Mortgage-backed securities                          39.8         40.0
  Other asset-backed securities                       14.2         14.6
  Less: fixed maturities pledged                      20.4         20.2
-------------------------------------------------------------------------
  Fixed maturities                              $    161.5   $    165.0
=========================================================================
</Table>

At December 31, 2004 and 2003, fixed maturities with carrying values of $6.6 and
$6.7 were on deposit as required by regulatory authorities.

The Company did not have any investments in a single issuer, other than
obligations of the U.S. government, with a carrying value in excess of 10% of
the Company's shareholder's equity at December 31, 2004 or 2003.

                                       19
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)
FINANCIAL CONDITION (continued)

OTHER-THAN-TEMPORARY IMPAIRMENTS

The Company analyzes the General Account investments to determine whether there
has been an other-than-temporary decline in fair value below the amortized cost
basis. Management considers the length of the time and the extent to which the
fair value has been less than amortized cost; the financial condition and
near-term prospects of the issuer; future economic conditions and market
forecasts; and the Company's intent and ability to retain the investment in the
issuer for a period of time sufficient to allow for recovery in fair value. If
it is probable that all amounts due according to the contractual terms of an
investment will not be collected, an other-than-temporary impairment is
considered to have occurred.

In addition, the Company invests in structured securities that meet the criteria
of Emerging Issues Task Force ("EITF") Issue No. 99-20, "Recognition of Interest
Income and Impairment on Purchased and Retained Beneficial Interests in
Securitized Financial Assets." Under EITF Issue No. 99-20, a determination of
the required impairment is based on credit risk and the possibility of
significant prepayment risk that restricts the Company's ability to recover the
investment. An impairment is recognized if the fair value of the security is
less than amortized cost and there has been an adverse change in cash flow since
the last remeasurement date.

When a decline in fair value is determined to be other-than-temporary, the
individual security is written down to fair value and the loss accounted for as
a realized loss. The Company had no other-than-temporary impairments for the
years ended December 31, 2004 and 2003.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Company to generate sufficient cash flows to
meet the cash requirements of operating, investing, and financing activities.

SOURCE AND USES OF LIQUIDITY

The Company's principal sources of liquidity are product charges, investment
income, proceeds from the maturing and sale of investments, and capital
contributions. Primary uses of liquidity are payments of commissions and
operating expenses, interest and premium credits, investment purchases, contract
maturities, withdrawals, and surrenders.

The Company's liquidity position is managed by maintaining adequate levels of
liquid assets, such as cash or cash equivalents and short-term investments. For
a description of the Company's asset/liability management strategy, see Item 7A
"Quantitative and Qualitative Disclosures About Market Risk." The Company has
entered into agreements with ILIAC under which ILIAC has agreed to cause the
Company to have sufficient capital to meet certain capital and surplus levels.

Additional sources of liquidity include borrowing facilities to meet
short-term cash requirements. The Company maintains a reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING AIH"), an affiliate
of the Company, whereby either party can borrow from the other up to 0.5% of
IICA's statutory admitted assets as of the prior December 31 from one another.
IICA also maintains a $30.0 revolving loan agreement with SunTrust Bank and a
$30.0 revolving loan agreement with the Bank of New York. The Company had no
outstanding balance under any of these facilities as of December 31, 2004 or
2003.

                                       20
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)
LIQUIDITY AND CAPITAL RESOURCES (continued)

Management believes that these sources of liquidity are adequate to meet the
Company's short-term cash obligations.

CAPITAL CONTRIBUTIONS AND DIVIDENDS

The Company's ability to pay dividends is subject to the prior approval of the
insurance regulatory authorities of the State of Florida for payment of any
dividend, which exceeds certain statutorily prescribed thresholds that are
calculated in relation to a company's statutory surplus and/or its net gains
from operations.

The Company did not pay dividends to its parent or receive capital contributions
from its parent in 2004, 2003, or 2002.

SEPARATE ACCOUNTS

Separate Account assets and liabilities generally represent funds maintained to
meet specific investment objectives of contractowners who bear the investment
risk, subject, in limited cases, to minimum guaranteed rates. Investment income
and investment gains and losses generally accrue directly to such
contractowners. The assets of each account are legally segregated and are not
subject to claims that arise out of any other business of the Company or its
affiliates.

Separate Account assets supporting variable options under annuity contracts are
invested, as designated by the contractowner or participant (who bears the
investment risk subject, in limited cases, to certain minimum guarantees) under
a contract, in shares of mutual funds which are managed by its affiliates, or
other selected mutual funds not managed by the Company or its affiliates.

Separate Account assets and liabilities are carried at fair value and shown as
separate captions in the Balance Sheets. Deposits, investment income, and net
realized and unrealized capital gains and losses of the Separate Accounts are
not reflected in the Financial Statements (with the exception of realized and
unrealized capital gains and losses on the assets supporting the guaranteed
interest option). The Statements of Cash Flows do not reflect investment
activity of the Separate Accounts.

Assets and liabilities of separate account arrangements that do not meet the
criteria in SOP 03-1 for presentation in the separate caption in the Balance
Sheets (primarily guaranteed interest options) and revenue and expenses related
to such arrangements, are consolidated in the financial statements in the
general account. At December 31, 2004 and 2003, unrealized gains (losses) of
$(0.1) and $5.0, respectively, on assets supporting a guaranteed interest option
are reflected in shareholder's equity.

OFF-BALANCE SHEET ARRANGEMENTS AND AGGREGATE CONTRACTUAL OBLIGATIONS

Through the normal course of investment operations, the Company commits to
either purchase or sell securities or money market instruments at a specified
future date and at a specified price or yield. The inability of counterparties
to honor these commitments may result in either a higher or lower replacement
cost. Also, there is likely to be a change in the value of the securities
underlying the commitments. At December 31, 2004 and 2003, the Company had no
off-balance sheet commitments to purchase investments.

                                       21
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)
LIQUIDITY AND CAPITAL RESOURCES (continued)

As of December 31, 2004, the Company had certain contractual obligations due
over a period of time as summarized in the following table:

<Table>
<Caption>
                                                           PAYMENTS DUE BY PERIOD
                                       ----------------------------------------------------------------
                                                     LESS THAN                              MORE THAN
CONTRACTUAL OBLIGATIONS                   TOTAL       1 YEAR      1-3 YEARS    3-5 YEARS     5 YEARS
-------------------------------------------------------------------------------------------------------
  <S>                                  <C>          <C>          <C>          <C>          <C>
  Reserves for insurance obligations   $    695.9   $    156.3   $    196.9   $    120.3   $    222.4
=======================================================================================================
</Table>

Reserves for insurance contract obligations consist of actuarially determined
`liabilities for the Company to meet its further obligations under its variable
annuity, fixed annuity, and other investment or retirement products. At December
31, 2004, the Company had no outstanding contractual obligations associated with
long term debt, operating leases, or purchase obligations.

REINSURANCE

The Company utilizes indemnity reinsurance agreements to reduce its exposure to
large losses in all aspects of its insurance business. Such reinsurance permits
recovery of a portion of losses from reinsurers, although it does not discharge
the primary liability of the Company as direct insurer of the risks reinsured.
The Company evaluates the financial strength of potential reinsurers and
continually monitors the financial condition of reinsurers. Only those
reinsurance recoverable balances deemed probable of recovery are reflected as
assets on the Company's Balance Sheets.

SECURITIES LENDING

The Company engages in securities lending whereby certain securities from its
portfolio are loaned to other institutions for short periods of time. Initial
collateral, primarily cash, is required at a rate of 102% of the market value of
the loaned domestic securities. The collateral is deposited by the borrower with
a lending agent, and retained and invested by the lending agent according to the
Company's guidelines to generate additional income. The market value of the
loaned securities is monitored on a daily basis with additional collateral
obtained or refunded as the market value of the loaned securities fluctuates.

RISK-BASED CAPITAL

The National Association of Insurance Commissioners ("NAIC") risk-based capital
requirements require insurance companies to calculate and report information
under a risk-based capital formula. These requirements are intended to allow
insurance regulators to monitor the capitalization of insurance companies based
upon the type and mixture of risks inherent in a company's operations. The
formula includes components for asset risk, liability risk, interest rate
exposure, and other factors. The Company has complied with the NAIC's risk-based
capital reporting requirements. Amounts reported indicate that the Company has
total adjusted capital above all required capital levels.

                                       22
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)

RECENTLY ADOPTED ACCOUNTING STANDARDS

(See Significant Accounting Policies in Notes to the Financial Statements for
further information.)

ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES FOR CERTAIN NONTRADITIONAL
LONG-DURATION CONTRACTS AND FOR SEPARATE ACCOUNTS

The Company adopted SOP 03-1 on January 1, 2004. SOP 03-1 establishes several
new accounting and disclosure requirements for certain nontraditional
long-duration contracts and for separate accounts including, among other things,
a requirement that assets and liabilities of separate account arrangements that
do not meet certain criteria be accounted for as general account assets and
liabilities, and that revenues and expenses related to such arrangements, be
consolidated with the respective lines in the Statements of Operations. In
addition, SOP 03-1 requires that additional liabilities be established for
certain guaranteed death and other benefits and for products with certain
patterns of cost of insurance charges. In addition, sales inducements provided
to contractholders must be recognized on the Balance Sheets separately from
deferred acquisition costs and amortized as a component of benefits expense
using methodology and assumptions consistent with those used for amortization of
deferred policy acquisition costs.

The Company evaluated all requirements of SOP 03-1 which resulted in the
consolidation of the Separate Account supporting the guarantee option into the
General Account. Requirements to establish additional liabilities for minimum
guarantee benefits are applicable to the Company, however, the Company's
policies on contract liabilities have historically been, and continue to be, in
conformity with the newly established requirements. Requirements for recognition
of additional liabilities for products with certain patterns of cost of
insurance charges are not applicable to the Company. The adoption of SOP 03-1
did not have a significant effect on the Company's financial position, results
of operations, or cash flows.

In the fourth quarter of 2004, the Company inplemented Technical Practice Aid
6300.05 - 6300.08, "Q&As Related to the Implementation of SOP 03-1, Accounting
and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration
Contracts and for Separate Accounting" (the "TPA").

The TPA, which was approved in September 2004, provides additional guidance
regarding certain implicit assessments that may be used in the testing of the
base mortality function on contracts, which is performed to determine whether
additional liabilities are required in conjunction with SOP 03-1. In
addition, the TPA provides additional guidance surrounding the allowed level
of aggregation of additional liabilities determined under SOP 03-1. The
adoption of the TPA did not have an impact on the Company's financial
position, results of operations, or cash flows.

The implementation of SOP 03-1 also raised questions regarding the
interpretation of the requirements of Statement of Financial Accounting
Standards ("FAS") No. 97, "Accounting and Reporting by Insurance Enterprises
for Certain Long-Duration Contracts and for Realized Gains and Losses from the
Sale of Investments," concerning when it is appropriate to record an unearned
revenue liability related to the insurance benefit function. To clarify its
position, the Financial Accounting Standards Board ("FASB") issued FASB Staff
Position No. FAS 97-1 ("FSP FAS 97-1"), "Situations in Which Paragraphs 17(b)
and 20 of FASB Statement No. 97 Permit or Require Accrual of an Unearned
Revenue Liability", effective for fiscal periods beginning subsequent to the
date the guidance was issued, June 18, 2004. The Company adopted FSP FAS 97-1
on

                                       23
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)
RECENTLY ADOPTED ACCOUNTING STANDARDS (continued)

July 1, 2004. The adoption of FSP FAS 97-1 did not have an impact on the
Company's financial position, results of operations, or cash flows.

LEGISLATIVE INITIATIVES

Certain elements of the Jobs and Growth Tax Relief Reconciliation Act of
2003, in particular the reduction in the tax rates on long-term capital gains
and corporate dividends, impact the relative competitiveness of the Company's
products, especially variable annuities. While sales of products do not
appear to have been reduced to date, the long-term effect of the Jobs and
Growth Act of 2003 on the Company's financial condition or results of
operation cannot be reasonably estimated at this time.

Other legislative proposals under consideration include repealing the estate
tax, reducing the taxation on annuity benefits, changing the taxation of
products, and changing life insurance company taxation. Some of these
proposals, if enacted, could have a material effect on life insurance,
annuity and other retirement savings product sales. The impact on the
Company's products cannot be predicted.

Legislation to restructure the Social Security System and expand private
pension plan incentives also may be considered. Prospects for enactment and
the ultimate effect of these proposals are uncertain.

REGULATORY MATTERS

As with many financial services companies, the Company and its affiliates have
received informal and formal requests for information from various state and
federal governmental agencies and self-regulatory organizations in connection
with inquiries and investigations of the products and practices of the financial
services industry. In each case, the Company and its affiliates have been and
are providing full cooperation.

FUND REGULATORY ISSUES

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

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

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

                                       24
<Page>

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION (continued)
REGULATORY MATTERS (continued)

An affiliate of the Company, ING Funds Distributors, LLC ("IFD") has received
notice from the staff of the National Association of Securities Dealers ("NASD")
that the staff has made a preliminary determination to recommend that
disciplinary action be brought against IFD and one of its registered persons for
violations of the NASD Conduct Rules and federal securities laws in connection
with frequent trading arrangements.

Other regulators, including the SEC and the New York Attorney General, are also
likely to take some action with respect to certain ING affiliates before
concluding their investigation of ING relating to fund trading. The potential
outcome of such action is difficult to predict but could subject certain
affiliates to adverse consequences, including, but not limited to, settlement
payments, penalties, and other financial liability. It is not currently
anticipated, however, that the actual outcome of such action will have a
material adverse effect on ING or ING's U.S.-based operations, including the
Company.

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

OTHER REGULATORY MATTERS

The New York Attorney General and other regulators are also conducting broad
inquiries and investigations involving the insurance industry. These initiatives
currently focus on, among other things, compensation and other sales incentives,
potential conflicts of interest, potential anti-competitive activity, marketing
practices, certain financial reinsurance arrangements, and disclosure. It is
likely that the scope of these investigations will further broaden before the
investigations are concluded. U.S. affiliates of ING have received formal and
informal requests in connection with such investigations, and are cooperating
fully with each request for information.

These initiatives may result in new legislation and regulation that could
significantly affect the financial services industry, including businesses in
which the Company is engaged.

In light of these and other developments, U.S. affiliates of ING, including the
Company, periodically review whether modifications to their business practices
are appropriate.

For further discussion of the Company's regulatory matters, see "Risk Factors"
in Part 1, Item 1 "Business."

                                       25
<Page>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Asset/liability management is integrated into many aspects of the Company's
operations, including investment decisions, product development, and
determination of crediting rates. As part of the risk management process,
different economic scenarios are modeled, including cash flow testing required
for insurance regulatory purposes, to determine that existing assets are
adequate to meet projected liability cash flows. Key variables in the modeling
process include interest rates, anticipated contractowners behavior, and
variable separate account performance. Contractowners bear the investment risk
related to variable insurance products, subject, in limited cases, to certain
minimum guaranteed rates.

The fixed account liabilities are supported by a portfolio principally composed
of fixed rate investments that can generate predictable, steady rates of return.
The portfolio management strategy for the fixed account considers the assets
available-for-sale. This enables the Company to respond to changes in market
interest rates, changes in prepayment risk, changes in relative values of asset
sectors and individual securities and loans, changes in credit quality outlook,
and other relevant factors. The objective of portfolio management is to maximize
returns, taking into account interest rate and credit risk, as well as other
risks. The Company's asset/liability management discipline includes strategies
to minimize exposure to loss as interest rates and economic and market
conditions change.

On the basis of these analyses, management believes there is currently no
material solvency risk to the Company.

INTEREST RATE RISK

The Company defines interest rate risk as the risk of an economic loss due to
adverse changes in interest rates. This risk arises from the Company's primary
activity of investing fixed annuity premiums received in interest-sensitive
assets and carrying these funds as interest-sensitive liabilities. The Company
manages the interest rate risk in its assets relative to the interest rate risk
in its liabilities. A key measure used to quantify this exposure is duration.
Duration measures the sensitivity of the assets and liabilities to changes in
interest rates.

To calculate duration related to annuities, the Company projects asset and
liability cash flows under stochastic arbitrage free interest rate scenarios and
calculates their net present value using LIBOR/swap spot rates. Duration is
calculated by revaluing these cash flows given a small change in interest rates
and determining the percentage change in the fair value. The cash flows used in
this calculation include the expected coupon and principal payments on the
assets and all benefit cash flows on the interest-sensitive liabilities. The
projections include assumptions that reflect the effect of changing interest
rates on the prepayment, lapse, leverage, and/or option features of instruments,
where applicable. Such assumptions relate primarily to mortgage-backed
securities, collateralized mortgage obligations, callable corporate obligations,
and fixed rate deferred and immediate annuities.

For further discussion of the Company's interest rate risks, see "Risk
Factors" in Part 1, Item 1 "Business". The Company's operations are
significantly influenced by changes in the equity markets. The Company's
profitability depends largely on the amount of assets under management, which
is primarily driven by the level of sales, equity market appreciation and
depreciation, and the persistency of the in force block of business. Prolonged

                                       26
<Page>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK (continued)

MARKET RISK

and precipitous declines in the equity markets can have a significant impact
on the Company's operations. As a result, sales of variable products may
decline and surrender activity may increase, as customer sentiment towards the
equity market turns negative. Lower assets under management will have a
negative impact on the Company's financial results, primarily due to lower fee
income on variable annuities. Furthermore, the Company may experience a
reduction in profit margins if a significant portion of the assets held in the
variable annuity separate account move to the general account and the Company
is unable to earn an acceptable investment spread, particularly in light of
the low interest rate environment and the presence of contractually guaranteed
interest credited rates.

In addition, prolonged declines in the equity market may also decrease the
Company's expectations of future gross profits, which are utilized to
determine the amount of DAC/VOBA to be amortized in a given financial
statement period. A significant decrease in the Company's estimated gross
profits would require the Company to accelerate the amount of DAC/VOBA
amortization in a given period, potentially causing a material adverse
deviation in the period's net income. Although an acceleration of DAC
amortization would have a negative impact on the Company's earnings, it would
not affect the Company's cash flow or liquidity position. For further
discussion, see "Risk Factors" in Part 1, Item 1 "Business."

                                       27
<Page>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                                          PAGE
                                                                          ----
<S>                                                                        <C>
Report of Independent Registered Public Accounting Firm                    29

Financial Statements:

     Statements of Operations for the years ended
        December 31, 2004, 2003 and 2002                                   30

     Balance Sheets as of December 31, 2004 and 2003                       31

     Statements of Changes in Shareholder's Equity for the years ended
        December 31, 2004, 2003 and 2002                                   32

     Statements of Cash Flows for the years ended
        December 31, 2004, 2003 (Restated) and 2002 (Restated)             33

Notes to Financial Statements                                              34
</Table>

                                       28
<Page>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
ING Insurance Company of America

We have audited the accompanying balance sheets of ING Insurance Company of
America as of December 31, 2004 and 2003, and the related statements of
operations, changes in shareholder's equity, and cash flows for each of the
three years in the period ended December 31, 2004. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. We are
not engaged to perform an audit of the Company's internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of an opinion on
the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ING Insurance Company of
America as of December 31, 2004 and 2003, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
2004, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the financial statements, the Company changed the
accounting principle for goodwill and other intangible assets effective
January 1, 2002. As discussed in Note 2 to the financial statements, the
Company restated certain amounts presented in the statements of cash flows
related to its interest credited to contractowners for investment type
contracts for the years ended December 31, 2003 and 2002.

                                                           /s/ Ernst & Young LLP


Atlanta, Georgia
March 31, 2005

                                       29
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

                            STATEMENTS OF OPERATIONS
                                  (In millions)

<Table>
<Caption>
                                                                                YEAR ENDED DECEMBER 31,
                                                                         ------------------------------------
                                                                            2004         2003         2002
                                                                         ----------   ----------   ----------
<S>                                                                      <C>          <C>          <C>
Revenues:
   Net investment income                                                 $      9.5   $      6.6   $      6.7
   Fee income                                                                   8.1          8.3         10.3
   Net realized capital gains (losses)                                          1.3          2.3         (2.4)
                                                                         ----------   ----------   ----------
           Total revenue                                                       18.9         17.2         14.6
                                                                         ----------   ----------   ----------
Benefits and Expenses:
   Interest credited and other benefits to contractowners                       3.7          1.9          5.8
   Operating expenses                                                           2.7          3.4          3.5
   Amortization of value of business acquired                                   5.1          3.6         10.6
                                                                         ----------   ----------   ----------
           Total benefits and expenses                                         11.5          8.9         19.9
                                                                         ----------   ----------   ----------
Income (loss) before income taxes and cumulative effect of change
   in accounting principle                                                      7.4          8.3         (5.3)
Income tax expense (benefit)                                                    1.5          2.0         (2.0)
                                                                         ----------   ----------   ----------
Income (loss) before cumulative effect of change in accounting
   principle                                                                    5.9          6.3         (3.3)
Cumulative effect of change in accounting principle, net of tax                  --           --       (101.8)
                                                                         ----------   ----------   ----------
Net income (loss)                                                        $      5.9   $      6.3   $   (105.1)
                                                                         ==========   ==========   ==========
</Table>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       30
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

                                 BALANCE SHEETS
                        (In millions, except share data)

<Table>
<Caption>
                                                                               DECEMBER 31,
                                                                         -----------------------
                                                                            2004         2003
                                                                         ----------   ----------
<S>                                                                      <C>          <C>
ASSETS:
Investments:
   Fixed maturities, available-for-sale, at fair value (amortized cost
     of $161.5 at 2004 and $127.9 at 2003)                               $    165.0   $    133.1
   Securities pledged (amortized cost of $20.4 at 2004)                        20.2           --
                                                                         ----------   ----------
Total investments                                                             185.2        133.1
                                                                         ----------   ----------
Cash and cash equivalents                                                      11.4          4.8
Short-term investments under securities loan agreement                         20.8           --
Value of business acquired                                                     28.2         31.6
Other assets                                                                    4.9         22.5
Assets held in separate accounts                                              540.3        660.7
                                                                         ----------   ----------
Total assets                                                             $    790.8   $    852.7
                                                                         ==========   ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Future policy benefits and claim reserves                                $    123.0   $     86.6
Due to affiliates                                                               0.7          0.6
Payables under securities loan agreement                                       20.8           --
Current income taxes                                                            0.1          1.7
Deferred income taxes                                                           8.0          7.9
Other liabilities                                                               1.6          2.6
Liabilities related to separate accounts                                      540.3        660.7
                                                                         ----------   ----------
Total liabilities                                                             694.5        760.1
                                                                         ==========   ==========

Shareholder's equity:
Common stock (35,000 shares authorized; 25,500 issued and outstanding,
   $100 per share value)                                                        2.5          2.5
Additional paid-in capital                                                    181.2        181.2
Accumulated other comprehensive income                                           --          2.2
Retained earnings (deficit)                                                   (87.4)       (93.3)
                                                                         ----------   ----------
Total shareholder's equity                                                     96.3         92.6
                                                                         ----------   ----------
Total liabilities and shareholder's equity                               $    790.8   $    852.7
                                                                         ==========   ==========
</Table>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       31
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

                  STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                  (In millions)

<Table>
<Caption>
                                                                                ACCUMULATED
                                                               ADDITIONAL          OTHER            RETAINED            TOTAL
                                              COMMON            PAID-IN        COMPREHENSIVE        EARNINGS        SHAREHOLDER'S
                                              STOCK             CAPITAL            INCOME           (DEFICIT)           EQUITY
                                         ---------------    ---------------   ---------------   ---------------    ---------------
<S>                                      <C>                <C>               <C>               <C>                <C>
Balance at December 31, 2001             $           2.5    $         180.9   $           1.3   $           5.5    $         190.2
Comprehensive loss:
   Net loss                                           --                 --                --            (105.1)            (105.1)
   Other comprehensive income,
     net of tax:
        Net unrealized gain on
          securities ($0.8 pretax)                    --                 --               0.5                --                0.5
                                                                                                                   ---------------
   Comprehensive loss                                                                                                       (104.6)
   SERP - transfer                                    --                0.3                --                --                0.3
                                         ---------------    ---------------   ---------------   ---------------    ---------------
Balance at December 31, 2002                         2.5              181.2               1.8             (99.6)              85.9
Comprehensive income:
   Net income                                         --                 --                --               6.3                6.3
   Other comprehensive income,
     net of tax:
        Net unrealized gain on
          securities ($0.6 pretax)                    --                 --               0.4                --                0.4
                                                                                                                   ---------------
   Comprehensive income                                                                                                        6.7
                                         ---------------    ---------------   ---------------   ---------------    ---------------
Balance at December 31, 2003                         2.5              181.2               2.2             (93.3)              92.6
Comprehensive income:
   Net income                                         --                 --                --               5.9                5.9
   Other comprehensive loss,
     net of tax:
        Net unrealized loss on
          securities ($(3.3) pretax)                  --                 --              (2.2)               --               (2.2)
                                                                                                                   ---------------
   Comprehensive income                                                                                                        3.7
                                         ---------------    ---------------   ---------------   ---------------    ---------------
Balance at December 31, 2004             $           2.5    $         181.2   $            --   $         (87.4)   $          96.3
                                         ===============    ===============   ===============   ===============    ===============
</Table>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       32
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

                            STATEMENTS OF CASH FLOWS
                                  (In millions)

<Table>
<Caption>
                                                                                 YEAR ENDED DECEMBER 31,
                                                                         --------------------------------------
                                                                            2004          2003          2002
                                                                                       (RESTATED)    (RESTATED)
                                                                         ----------    ----------    ----------
<S>                                                                      <C>           <C>           <C>
Cash Flows from Operating Activities:
   Net income (loss)                                                     $      5.9    $      6.3    $   (105.1)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
        Capitalization of deferred policy acquisition costs                    (2.3)          0.3          (0.4)
        Amortization of deferred policy acquisition costs and
          value of business acquired                                            6.8           2.6          10.2
        Net accretion/decretion of discount/premium                             0.5           0.2            --
        Future policy benefits, claims reserves, and
           interested credited                                                  3.7           1.9           5.8
        Impairment of goodwill                                                   --            --         101.8
        Net realized capital (gains) losses                                    (1.3)         (2.3)          2.4
        Provision for deferred income taxes                                     1.3           1.4           1.3
        Change in:
          Asset accruals                                                       (2.2)         (0.3)         (0.4)
          Other payables and accruals                                           1.0          (0.1)         (0.1)
                                                                         ----------    ----------    ----------
Net cash provided by operating activities                                      13.4          10.0          15.5
                                                                         ----------    ----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale, maturity, or redemption of:
     Fixed maturities, available-for-sale                                     211.0         206.3         133.1
   Acquisition of:
     Fixed maturities, available-for-sale                                    (213.0)       (210.3)       (128.1)
   Other, net                                                                    --          (0.2)          0.7
                                                                         ----------    ----------    ----------
Net cash provided by (used in) investing activities                            (2.0)         (4.2)          5.7
                                                                         ----------    ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Deposits for investment contracts                                            3.3           3.2           5.2
   Maturities and withdrawals from investment contracts                        (8.0)         (7.3)        (15.3)
   Other, net                                                                  (0.1)         (2.1)         (5.3)
                                                                         ----------    ----------    ----------
Net cash used in financing activities                                          (4.8)         (6.2)        (15.4)
                                                                         ----------    ----------    ----------
Net increase (decrease) in cash and cash equivalents                            6.6          (0.4)          5.8
Cash and cash equivalents, beginning of year                                    4.8           5.2          (0.6)
                                                                         ----------    ----------    ----------
Cash and cash equivalents, end of year                                   $     11.4    $      4.8    $      5.2
                                                                         ==========    ==========    ==========
Supplemental cash flow information:
Income taxes paid (received), net                                        $      1.9    $      1.1    $     (1.3)
                                                                         ==========    ==========    ==========
</Table>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       33
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

1.   SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     ING Insurance Company of America ("IICA" or the "Company"), a stock life
     insurance company domiciled in the state of Florida, is a provider of
     financial services in the United States. The Company is a wholly-owned
     subsidiary of ING Life Insurance and Annuity Company ("ILIAC"). ILIAC was a
     wholly-owned subsidiary of ING Retirement Holdings, Inc. ("HOLDCO"), which
     was a wholly-owned subsidiary of ING Retirement Services, Inc. ("IRSI")
     until March 30, 2003. IRSI was a wholly-owned subsidiary of Lion
     Connecticut Holdings Inc. ("Lion") until March 30, 2003, which in turn was
     ultimately owned by ING Groep N.V. ("ING"). On March 30, 2003, a series of
     mergers occurred in the following order: IRSI merged into Lion and HOLDCO
     merged into Lion. As a result, ILIAC is now a direct wholly-owned
     subsidiary of Lion, which in turn is an indirect wholly-owned subsidiary of
     ING. ING is a global financial services company based in The Netherlands,
     with American Depository Shares listed on the New York Stock Exchange under
     the symbol "ING".

     DESCRIPTION OF BUSINESS

     The Company principally offers annuity contracts in the education market to
     individuals on a qualified and non-qualified basis and to
     employer-sponsored retirement plans qualified under Internal Revenue Code
     Sections 401, 403, and 408. The Company's products are generally
     distributed through a managed network of broker/dealers and dedicated
     career agents.

     The Company has one operating segment, ING U.S. Financial Services
     ("USFS"), and all revenue reported by the Company comes from external
     customers.

     RECENTLY ADOPTED ACCOUNTING STANDARDS

     ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES FOR CERTAIN
     NONTRADITIONAL LONG-DURATION CONTRACTS AND FOR SEPARATE ACCOUNTS

     The Company adopted Statement of Position ("SOP") 03-1, "Accounting and
     Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration
     Contracts and for Separate Accounts," on January 1, 2004. SOP 03-1
     establishes several new accounting and disclosure requirements for certain
     nontraditional long-duration contracts and for separate accounts including,
     among other things, a requirement that assets and liabilities of separate
     account arrangements that do not meet certain criteria be accounted for as
     general account assets and liabilities, and that revenues and expenses
     related to such arrangements, be consolidated with the respective lines in
     the Statements of Operations. In addition, the SOP requires that additional
     liabilities be established for certain guaranteed death and other benefits
     and for products with certain patterns of cost of insurance charges. In
     addition, sales inducements provided to contractholders must be recognized
     on the Balance Sheet separately from deferred acquisition costs and
     amortized as a component of benefits expense using methodology and
     assumptions consistent with those used for amortization of deferred policy
     acquisition costs ("DAC").

                                       34
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     The Company evaluated all requirements of SOP 03-1, which resulted in the
     consolidation of the Company's Separate Account supporting the guarantee
     option into the General Account. Requirements to establish additional
     liabilities for minimum guarantee benefits are applicable to the Company,
     however, the Company's policies on contract liabilities have historically
     been, and continue to be, in conformity with the newly established
     requirements. Requirements for recognition of additional liabilities for
     products with certain patterns of cost of insurance charges are not
     applicable to the Company. The adoption had no significant effect on the
     Company's financial position, results of operations, or cash flows.

     In the fourth quarter of 2004, the Company implemented Technical Practice
     Aid 6300.05 - 6300.08, "Q&As Related to the Implementation of SOP 03-1,
     Accounting and Reporting by Insurance Enterprises for Certain
     Nontraditional Long-Duration Contracts and for Separate Accounts" (the
     "TPA").

     The TPA, which was approved in September 2004, provides additional guidance
     regarding certain implicit assessments that may be used in the testing of
     the base mortality function on contracts, which is performed to determine
     whether additional liabilities are required in conjunction with SOP 03-1.
     In addition, the TPA provides additional guidance surrounding the allowed
     level of aggregation of additional liabilities determined under SOP 03-1.
     The adoption of the TPA did not have an impact on the Company's financial
     position, results of operations, or cash flows.

     The implementation of SOP 03-1 raised questions regarding the
     interpretation of the requirements of Statement of Financial Accounting
     Standards ("FAS") No. 97, "Accounting and Reporting by Insurance
     Enterprises for Certain Long-Duration Contracts and for Realized Gains and
     Losses from the Sale of Investments," ("FAS 97") concerning when it is
     appropriate to record an unearned revenue liability related to the
     insurance benefit function. To clarify its position, the Financial
     Accounting Standards Board ("FASB") issued FASB Staff Position No. FAS 97-1
     ("FSP FAS 97-1"), "Situations in Which Paragraphs 17(b) and 20 of FASB
     Statement No. 97 Permit or Require Accrual of an Unearned Revenue
     Liability," effective for fiscal periods beginning subsequent to the date
     the guidance was issued, June 18, 2004. The Company adopted FSP FAS 97-1 on
     July 1, 2004. The adoption of FSP FAS 97-1 did not have an impact on the
     Company's financial position, results of operations, or cash flows.

     THE MEANING OF OTHER-THAN-TEMPORARY IMPAIRMENT AND ITS APPLICATION TO
     CERTAIN INVESTMENTS

     In March 2004, the Emerging Issues Task Force ("EITF") reached a final
     consensus on EITF Issue No. 03-1, "The Meaning of Other-Than-Temporary
     Impairment and Its Application to Certain Investments," requiring that a
     three-step impairment model be applied to securities within its scope. The
     three-step model is to be applied on a security-by-security basis as
     follows:

     Step 1: Determine whether an investment is impaired. An investment is
             impaired if the fair value of the investment is less than its cost
             basis.
     Step 2: Evaluate whether an impairment is other-than-temporary.
     Step 3: If the impairment is other-than-temporary, recognize an impairment
             loss equal to the difference between the investment's cost and its
             fair value.

                                       35
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     On September 30, 2004, the FASB issued FASB Staff Position No. EITF Issue
     03-1-1 ("FSP EITF 03-1-1"), "Effective Date of Paragraphs 10-20 of EITF
     Issue No. 03-1, 'The Meaning of Other-Than-Temporary Impairment and Its
     Application to Certain Investments,'" which delayed the EITF Issue No. 03-1
     original effective date of July 1, 2004 related to steps two and three of
     the impairment model introduced. The delay is in effect until a final
     consensus can be reached on such guidance. Despite the delay of the
     implementation of steps two and three, other-than-temporary impairments are
     still to be recognized as required by existing guidance.

     Earlier consensus reached by the EITF on this issue required that certain
     quantitative and qualitative disclosures be made for unrealized losses on
     debt and equity securities that have not been recognized as
     other-than-temporary impairments. These disclosures were adopted by the
     Company, effective December 31, 2003, and are included in the Investments
     footnote.

     ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

     The Derivative Implementation Group ("DIG"), responsible for issuing
     guidance on behalf of the FASB for implementation of FAS No. 133,
     "Accounting for Derivative Instruments and Hedging Activities," issued
     Statement No. 133 Implementation Issue No. B36, "Embedded Derivatives:
     Modified Coinsurance Arrangements and Debt Instruments That Incorporate
     Credit Risk Exposures That Are Unrelated or Only Partially Related to the
     Credit Worthiness of the Obligor under Those Instruments" ("DIG B36").
     Under this interpretation, modified coinsurance and coinsurance with funds
     withheld reinsurance agreements as well as other types of receivables and
     payables where interest is determined by reference to a pool of fixed
     maturity assets or a total return debt index may be determined to contain
     embedded derivatives that are required to be bifurcated from the host
     instrument. The required date of adoption of DIG B36 for the Company was
     October 1, 2003. The adoption did not have an impact on the Company's
     financial position, results of operations, or cash flows.

     VARIABLE INTEREST ENTITIES

     In January 2003, the FASB issued FASB Interpretation 46, "Consolidation of
     Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46"). In
     December 2003, the FASB modified FIN 46 to make certain technical revisions
     and address certain implementation issues that had arisen. FIN 46 provides
     a new framework for identifying variable interest entities ("VIEs") and
     determining when a company should include the assets, liabilities,
     noncontrolling interests, and results of activities of a VIE in its
     consolidated financial statements.

     In general, a VIE is a corporation, partnership, limited-liability
     corporation, trust, or any other legal structure used to conduct activities
     or hold assets that either (1) has an insufficient amount of equity to
     carry out its principal activities without additional subordinated
     financial support, (2) has a group of equity owners that are unable to make
     significant decisions about its activities, or (3) has a group of equity
     owners that do not have the obligation to absorb losses or the right to
     receive returns generated by its operations.

     FIN 46 requires a VIE to be consolidated if a party with an ownership,
     contractual, or other financial interest in the VIE (a variable interest
     holder) is obligated to absorb a majority of the risk of loss from the

                                       36
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     VIE's activities, is entitled to receive a majority of the VIE's residual
     returns (if no party absorbs a majority of the VIE's losses), or both. A
     variable interest holder that consolidates the VIE is called the primary
     beneficiary. Upon consolidation, the primary beneficiary generally must
     initially record all of the VIE's assets, liabilities, and noncontrolling
     interests at fair value and subsequently account for the VIE as if it were
     consolidated based on majority voting interest. FIN 46 also requires
     disclosures about VIEs that the variable interest holder is required to
     consolidate and those VIEs it is not required to consolidate, but in which
     it has a significant variable interest.

     The Company holds investments in VIEs in the form of private placement
     securities, structured securities, securitization transactions, and limited
     partnerships with an aggregate fair value of $53.2 as of December 31, 2004.
     These VIEs are held by the Company for investment purposes. Consolidation
     of these investments in the Company's financial statements is not required
     as the Company is not the primary beneficiary for any of these VIEs. Book
     value as of December 31, 2004 of $52.7 represents the maximum exposure to
     loss except for those structures for which the Company also receives asset
     management fees.

     GUARANTEES

     In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
     Accounting and Disclosure Requirements for Guarantees, Including Indirect
     Guarantees of Indebtedness of Others" ("FIN 45"), to clarify accounting and
     disclosure requirements relating to a guarantor's issuance of certain types
     of guarantees or groups of similar guarantees, even if the likelihood of
     the guarantor's having to make any payments under the guarantee is remote.
     The disclosure provisions are effective for financial statements for fiscal
     years ended after December 15, 2002. For certain guarantees, the
     interpretation also requires that guarantors recognize a liability equal to
     the fair value of the guarantee upon its issuance. This initial recognition
     and measurement provision is to be applied only on a prospective basis to
     guarantees issued or modified after December 31, 2002. The Company has
     performed an assessment of its guarantees and believes that all of its
     guarantees are excluded from the scope of this interpretation.

     GOODWILL IMPAIRMENT

     During 2002, the Company adopted FAS No. 142, "Goodwill and Other
     Intangible Assets." The adoption of this standard resulted in recognition
     of an impairment loss of $101.8, net of taxes of $54.8, recorded
     retroactive to the first quarter of 2002. Prior quarters of 2002 were
     restated accordingly. This impairment loss represented the entire carrying
     amount of goodwill, net of accumulated amortization, related to prior
     acquisitions. This impairment charge was shown as a change in accounting
     principle on the Statement of Operations for the year ended December 31,
     2002.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States requires management to
     make estimates and assumptions that affect the amounts reported in the
     financial statements and accompanying notes. Actual results could differ
     from reported results using those estimates.

                                       37
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     RECLASSIFICATIONS

     Certain reclassifications have been made to prior year financial
     information to conform to the current year presentation (see
     footnote 2).

     CASH AND CASH EQUIVALENTS

     Cash and cash equivalents include cash on hand, money market instruments
     and other debt issues with a maturity of 90 days or less when purchased.

     INVESTMENTS

     All of the Company's fixed maturity and equity securities are currently
     designated as available-for-sale. Available-for-sale securities are
     reported at fair value and unrealized gains and losses on these securities
     are included directly in shareholder's equity, after adjustment for related
     changes in value of business acquired ("VOBA"), and deferred income taxes.

     OTHER-THAN-TEMPORARY IMPAIRMENTS

     The Company analyzes the General Account investments to determine whether
     there has been an other-than-temporary decline in fair value below the
     amortized cost basis in accordance with FAS No. 115, "Accounting for
     Certain Investments in Debt and Equity Securities." Management considers
     the length of the time and the extent to which the market value has been
     less than cost; the financial condition and near-term prospects of the
     issuer; future economic conditions and market forecasts; and the Company's
     intent and ability to retain the investment in the issuer for a period of
     time sufficient to allow for recovery in fair value. If it is probable that
     all amounts due according to the contractual terms of a debt security will
     not be collected, an other-than-temporary impairment is considered to have
     occurred.

     In addition, the Company invests in structured securities that meet the
     criteria of EITF Issue No. 99-20, "Recognition of Interest Income and
     Impairment on Purchased and Retained Beneficial Interests in Securitized
     Financial Assets." Under EITF Issue No. 99-20, a determination of the
     required impairment is based on credit risk and the possibility of
     significant prepayment risk that restricts the Company's ability to recover
     the investment. An impairment is recognized if the fair value of the
     security is less than amortized cost and there has been an adverse change
     in cash flow since the last remeasurement date.

     When a decline in fair value is determined to be other-than-temporary, the
     individual security is written down to fair value and the loss accounted
     for as a realized loss.

     EXPERIENCE-RATED PRODUCTS

     Included in available-for-sale securities are investments that support
     experience-rated products. Experience-rated products are products where the
     customer, not the Company, assumes investment (including realized capital
     gains and losses) and other risks, subject to, among other things, minimum
     principal and interest rate guarantees. Unamortized realized gains and
     losses on the sale of, and unrealized

                                       38
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     capital gains and losses on, investments supporting these products, are
     included in future policy benefits and claim reserves on the Balance
     Sheets. Realized capital gains and losses on all other investments are
     included in the Statements of Operations. Unrealized capital gains and
     losses on all other investments are reflected in shareholder's equity, net
     of related income taxes.

     PURCHASES AND SALES

     Purchases and sales of fixed maturities (excluding private placements) are
     recorded on the trade date. Purchases and sales of private placements are
     recorded on the closing date.

     VALUATION

     Fair values for fixed maturities are obtained from independent pricing
     services or broker/dealer quotations. Fair values for privately placed
     bonds are determined using a matrix-based model. The matrix-based model
     considers the level of risk-free interest rates, current corporate spreads,
     the credit quality of the issuer, and cash flow characteristics of the
     security.

     Short-term investments, consisting primarily of money market instruments
     and other fixed maturities issues purchased with an original maturity of 91
     days to one year, are considered available-for-sale and are carried at fair
     value, which approximates amortized cost.

     SECURITIES LENDING

     The Company engages in securities lending whereby certain securities from
     its portfolio are loaned to other institutions for short periods of time.
     Initial collateral, primarily cash, is required at a rate of 102% of the
     market value of the loaned domestic securities. The collateral is deposited
     by the borrower with a lending agent, and retained and invested by the
     lending agent according to the Company's guidelines to generate additional
     income. The market value of the loaned securities is monitored on a daily
     basis with additional collateral obtained or refunded as the market value
     of the loaned securities fluctuates.

     VALUE OF BUSINESS ACQUIRED

     VOBA represents the outstanding value of in force business capitalized and
     is subject to amortization in purchase accounting when the Company was
     acquired. The value is based on the present value of estimated net cash
     flows embedded in the Company's contracts.

     The amortization methodology used for VOBA varies by product type.
     Statement of Financial Accounting Standards ("FAS") No. 97 applies to
     universal life and investment-type products, such as fixed and variable
     deferred annuities. Under FAS No. 97, VOBA is amortized, with interest,
     over the life of the related contracts (usually 25 years) in relation to
     the present value of estimated future gross profits from investment,
     mortality, and expense margins; asset-based fees, policy administration,
     and surrender charges; less policy maintenance fees and non-capitalized
     commissions, as well as realized gains and losses on investments.

                                       39
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     Changes in assumptions can have a significant impact on VOBA balances and
     amortization rates. Several assumptions are considered significant in the
     estimation of future gross profits associated with variable deferred
     annuity products. One of the most significant assumptions involved in the
     estimation of future gross profits is the assumed return associated with
     the variable account performance. To reflect the volatility in the equity
     markets, this assumption involves a combination of near-term expectations
     and long-term assumptions regarding market performance. The overall return
     on the variable account is dependent on multiple factors, including the
     relative mix of the underlying sub-accounts among bond funds and equity
     funds, as well as equity sector weightings. Other significant assumptions
     include surrender and lapse rates, estimated interest spread, and estimated
     mortality.

     Due to the relative size and sensitivity to minor changes in underlying
     assumptions of VOBA balances, the Company performs a quarterly and annual
     analysis of VOBA for the annuity and life businesses, respectively. The
     VOBA balances are evaluated for recoverability and are reduced to the
     extent that estimated future gross profits are inadequate to recover the
     asset.

     At each evaluation date, actual historical gross profits are reflected, and
     estimated future gross profits and related assumptions are evaluated for
     continued reasonableness. Any adjustment in estimated profit requires that
     the amortization rate be revised ("unlocking"), retroactively to the date
     of the policy or contract issuance. The cumulative prior period adjustment
     is recognized as a component of current period amortization. In general,
     increases in investment, mortality, and expense margins, and thus estimated
     future profits, lower the rate of amortization. However, decreases in
     investment, mortality, and expense margins, and thus estimated future
     profits, increase the rate of amortization.

     Deferred policy acquisition costs ("DAC") represents policy acquisition
     costs that have been capitalized and are subject to amortization. Such
     costs consist principally of certain commissions, underwriting, contract
     issuance, and agency expenses, related to the production of new and renewal
     business. DAC, in the amount of $0.9 as of December 31, 2004 and 2003, is
     included in other assets on the Balance Sheets and the related amortization
     is included in VOBA amortization.

     RESERVES

     The Company establishes and carries actuarially determined reserve
     liabilities which are calculated to meet its future obligations. Changes in
     or deviations from the assumptions used can significantly affect the
     Company's reserve levels and related future operations.

     Reserves for deferred annuity investment contracts and immediate annuities
     without life contingent benefits are equal to cumulative deposits less
     charges and withdrawals plus credited interest thereon (rates range from
     3.0% to 7.8% for all years presented) net of adjustments for investment
     experience that the Company is entitled to reflect in future credited
     interest. These reserves also include unrealized gains/losses related to
     investments and unamortized realized gains/losses on investments for
     experience-rated contracts. Reserves on experience-rated contracts reflect
     the rights of contractowners, plan participants, and the Company.

                                       40
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     Reserves for immediate annuities with life contingent benefits are computed
     on the basis of assumed interest discount rates, mortality, and expenses,
     including a margin for adverse deviations. Such assumptions generally vary
     by plan, year of issue and policy duration. Reserve interest rates range
     from 4.9% to 8.0% for all years presented.

     REVENUE RECOGNITION

     For most annuity contracts, fee income for the cost of insurance,
     surrenders, expenses, and other fees are recorded as revenue as charges are
     assessed against contractowners. Other amounts received for these contracts
     are reflected as deposits and are not recorded as premiums or revenue.
     Related policy benefits are recorded in relation to the associated premiums
     or gross profit so that profits are recognized over the expected lives of
     the contracts. When annuity payments with life contingencies begin under
     contracts that were initially investment contracts, the accumulated balance
     in the account is treated as a single premium for the purchase of an
     annuity and reflected as an offsetting amount in both premiums and current
     and future benefits in the Statements of Operations.

     SEPARATE ACCOUNTS

     Separate Account assets and liabilities generally represent funds
     maintained to meet specific investment objectives of contractowners who
     bear the investment risk, subject, in limited cases, to minimum guaranteed
     rates. Investment income and investment gains and losses generally accrue
     directly to such contractowners. The assets of each account are legally
     segregated and are not subject to claims that arise out of any other
     business of the Company or its affiliates.

     Separate Account assets supporting variable options under annuity contracts
     are invested, as designated by the contractowner or participant (who bears
     the investment risk subject, in limited cases, to minimum guaranteed rates)
     under a contract in shares of mutual funds which are managed by its
     affiliates, or other selected mutual funds not managed by the Company or
     its affiliates.

     Separate Account assets and liabilities are carried at fair value and shown
     as separate captions in the Balance Sheets. Deposits, investment income,
     and net realized and unrealized capital gains and losses of the Separate
     Accounts are not reflected in the Financial Statements (with the exception
     of realized and unrealized capital gains and losses on the assets
     supporting the guaranteed interest option). The Statements of Cash Flows do
     not reflect investment activity of the Separate Accounts.

     Assets and liabilities of separate account arrangements that do not meet
     the criteria in SOP 03-1 for presentation in the separate caption in the
     Balance Sheets (primarily guaranteed interest options), and revenue and
     expenses related to such arrangements, are consolidated in the financial
     statements with the General Account. At December 31, 2004 and 2003,
     unrealized gains (losses) of $(0.1) and $5.0, respectively, on assets
     supporting a guaranteed interest option are reflected in shareholder's
     equity.

                                       41
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     REINSURANCE

     The Company utilizes indemnity reinsurance agreements to reduce its
     exposure to large losses in all aspects of its insurance business. Such
     reinsurance permits recovery of a portion of losses from reinsurers,
     although it does not discharge the primary liability of the Company as
     direct insurer of the risks reinsured. The Company evaluates the financial
     strength of potential reinsurers and continually monitors the financial
     condition of reinsurers. Only those reinsurance recoverable balances deemed
     probable of recovery are reflected as assets on the Balance Sheets.

     INCOME TAXES

     The Company is taxed at regular corporate rates after adjusting income
     reported for financial statement purposes for certain items. Deferred
     income tax expenses/benefits result from changes during the year in
     cumulative temporary differences between the tax basis and book basis of
     assets and liabilities.

2.   RECLASSIFICATIONS AND CHANGES TO PRIOR YEAR PRESENTATION

     During 2004, certain changes were made to the 2003 and 2002 Statements of
     Operations to reflect the correct balances, as follows:

     -  Certain changes were made to the classification of guaranteed minimum
        death benefit ("GMDB") excess reserves, which were included as a
        reduction to fee income.

     -  Certain changes were made to the classification of reinsurance ceded
        related to certain products, which were included in interest credited
        and other benefits to contractowners.

     In addition, certain reclassifications have been made to financial
     information to conform to the current year presentation.

     These changes had no impact on net income or shareholder's equity of the
     Company. We deemed these changes to the Statement of Operations as
     immaterial, and, as such, have not labeled the Statement of Operations
     as restated. The following summarizes the corrections to each financial
     statement line item:

<Table>
<Caption>
                                                                    PREVIOUSLY
                                                                     REPORTED    ADJUSTMENT    REVISED
     -----------------------------------------------------------------------------------------------------
      <S>                                                           <C>          <C>          <C>
      Year ended 12/31/2003
     -----------------------------------------------------------------------------------------------------
      Fee income                                                    $      6.7   $      1.6   $      8.3
     -----------------------------------------------------------------------------------------------------
      Total revenue                                                       15.6          1.6         17.2
     -----------------------------------------------------------------------------------------------------
      Interest credited and other benefits to contractowners               0.3          1.6          1.9
     -----------------------------------------------------------------------------------------------------
      Total expense                                                        7.3          1.6          8.9
     =====================================================================================================

      Year ended 12/31/2002
     -----------------------------------------------------------------------------------------------------
      Fee income                                                    $      8.5   $      1.8   $     10.3
     -----------------------------------------------------------------------------------------------------
      Total revenue                                                       12.8          1.8         14.6
     -----------------------------------------------------------------------------------------------------
      Interest credited and other benefits to contractowners               4.0          1.8          5.8
     -----------------------------------------------------------------------------------------------------
      Total expense                                                       18.1          1.8         19.9
     =====================================================================================================
</Table>

                                       42
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

2.   RECLASSIFICATIONS AND CHANGES TO PRIOR YEAR PRESENTATION (Continued)

Also, during 2004, certain changes were made to the 2003 and 2002 Statements
of Cash Flows to reflect the correct balances, primarily related to interest
credited to contractowners for investment type contracts. As a result of
these adjustments, we have labeled the Statements of Cash Flows for 2003 and
2002 as restated. The following summarizes the adjustments:

<Table>
<Caption>

                                                                     PREVIOUSLY
                                                                      REPORTED          ADJUSTMENT       RESTATED
                                                                     ----------         ----------       --------
<S>                                                                  <C>                 <C>             <C>
YEAR ENDED 12/31/2003
  Net cash provided by (used for) operating activities                   $  2.0              $ 8.0         $ 10.0
  Net cash provided by (used for) financing activities                      1.8               (8.0)          (6.2)

YEAR ENDED 12/31/2002
  Net cash provided by (used for) operating activities                   $ 18.1             $ (2.6)        $ 15.5
  Net cash provided by (used for) financing activities                    (18.0)               2.6          (15.4)

</Table>

3.   INVESTMENTS

     Fixed maturities available-for-sale as of December 31, 2004, were as
     follows:

<Table>
<Caption>
                                                                                     GROSS        GROSS
                                                                      AMORTIZED   UNREALIZED   UNREALIZED      FAIR
                                                                        COST         GAINS       LOSSES        VALUE
     -------------------------------------------------------------------------------------------------------------------
      <S>                                                            <C>          <C>          <C>          <C>
      Fixed maturities:
      U.S. government and government agencies and
         authorities                                                 $     47.2   $      0.2   $      0.4   $     47.0
      U.S. corporate securities:
            Public utilities                                                9.8          0.3          0.1         10.0
            Other corporate securities                                     64.3          2.5          0.3         66.5
     -------------------------------------------------------------------------------------------------------------------
         Total U.S. corporate securities                                   74.1          2.8          0.4         76.5
     -------------------------------------------------------------------------------------------------------------------

      Foreign securities                                                    6.6          0.5           --          7.1
      Residential mortgage-backed securities                               30.6          0.1          0.3         30.4
      Commercial mortgage-backed securities                                 9.2          0.5          0.1          9.6
      Other asset-backed securities                                        14.2          0.4           --         14.6
     -------------------------------------------------------------------------------------------------------------------
         Total fixed maturities including fixed
            maturities, pledged to creditors                              181.9          4.5          1.2        185.2
     -------------------------------------------------------------------------------------------------------------------

      Less: fixed maturities pledged to creditors                          20.4           --          0.2         20.2
     -------------------------------------------------------------------------------------------------------------------

      Fixed maturities                                               $    161.5   $      4.5   $      1.0   $    165.0
     ===================================================================================================================
</Table>

                                       43
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

3.   INVESTMENTS (Continued)

     Fixed maturities available-for-sale as of December 31, 2003, were as
     follows:

<Table>
<Caption>
                                                                                     GROSS        GROSS
                                                                      AMORTIZED   UNREALIZED   UNREALIZED      FAIR
                                                                        COST         GAINS       LOSSES        VALUE
     -------------------------------------------------------------------------------------------------------------------
      <S>                                                            <C>          <C>          <C>          <C>
      Fixed maturities:
      U.S. government and government agencies and
         authorities                                                 $      7.6   $      0.4   $       --   $      8.0
      U.S. corporate securities:
            Public utilities                                                4.1          0.1           --          4.2
            Other corporate securities                                     68.3          3.5          0.3         71.5
     -------------------------------------------------------------------------------------------------------------------
         Total U.S. corporate securities                                   72.4          3.6          0.3         75.7
     -------------------------------------------------------------------------------------------------------------------

      Foreign securities                                                    9.0          0.6           --          9.6
      Residential mortgage-backed securities                               26.3          0.2          0.3         26.2
      Commercial mortgage-backed securities                                 4.9          0.4           --          5.3
      Other asset-backed securities                                         7.7          0.6           --          8.3
     -------------------------------------------------------------------------------------------------------------------

      Fixed maturities                                               $    127.9   $      5.8   $      0.6   $    133.1
     ===================================================================================================================
</Table>

     At December 31, 2004 and 2003, net unrealized appreciation of $3.3 and
     $5.2, respectively, on total fixed maturities, including fixed maturities
     pledged to creditors, included $2.8 and $5.1, related to experience-rated
     contracts, which were not reflected in shareholder's equity but in future
     policy benefits and claim reserves.

     The aggregate unrealized losses and related fair values of investments with
     unrealized losses as of December 31, 2004, are shown below by duration:

<Table>
<Caption>
                                                                             UNREALIZED      FAIR
                                                                                LOSS        VALUE
     -------------------------------------------------------------------------------------------------
      <S>                                                                    <C>          <C>
      Duration category:
        Less than six months below cost                                      $      0.6   $     65.9
        More than six months and less than twelve months below cost                 0.3         16.5
        More than twelve months below cost                                          0.3         20.8
     -------------------------------------------------------------------------------------------------
      Fixed maturities                                                       $      1.2   $    103.2
     =================================================================================================
</Table>

     Of the unrealized losses, less than 6 months in duration, of $0.6, there
     were $0.5 in unrealized losses that are primarily related to interest rate
     movement or spread widening for other than credit-related reasons. The
     remaining unrealized losses of $0.1, as of December 31, 2004, related to
     securities reviewed for impairment under the guidance proscribed by EITF
     Issue No. 99-20. This category includes U.S. government-backed securities,
     principal protected securities, and structured securities which did not
     have an adverse change in cash flows for which the carrying amount was
     $10.9.

                                       44
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

3.   INVESTMENTS (continued)

     Of the unrealized losses, more than 6 months and less than 12 months in
     duration, of $0.3, there were $0.2 in unrealized losses that are primarily
     related to interest rate movement or spread widening for other than
     credit-related reasons. The remaining unrealized losses of $0.1 million, as
     of December 31, 2004, related to securities reviewed for impairment under
     the guidance proscribed by EITF Issue No. 99-20. This category includes
     U.S. government-backed securities, principal protected securities, and
     structured securities which did not have an adverse change in cash flows
     for which the carrying amount was $3.9.

     Of the unrealized losses, more than 12 months in duration, of $0.3. There
     were $0.1 in unrealized losses that are primarily related to interest rate
     movement or spread widening for other than credit-related reasons. The
     remaining unrealized losses of $0.2, as of December 31, 2004, related to
     securities reviewed for impairment under the guidance proscribed by EITF
     Issue No. 99-20. This category includes U.S. government-backed securities,
     principal protected securities, and structured securities which did not
     have an adverse change in cash flows for which the carrying amount was
     $18.6.

     The amortized cost and fair value of total fixed maturities for the
     year-ended December 31, 2004 are shown below by contractual maturity.
     Actual maturities may differ from contractual maturities because securities
     may be restructured, called, or prepaid.

<Table>
<Caption>
                                                          AMORTIZED       FAIR
                                                             COST        VALUE
     ------------------------------------------------------------------------------
      <S>                                                 <C>          <C>
      Due to mature:
        One year or less                                  $      2.7   $      2.8
        After one year through five years                       81.8         82.3
        After five years through ten years                      28.3         29.2
        After ten years                                         15.1         16.3
        Mortgage-backed securities                              39.8         40.0
        Other asset-backed securities                           14.2         14.6
        Less: fixed maturities pledged                          20.4         20.2
     ------------------------------------------------------------------------------
        Fixed maturities                                  $    161.5   $    165.0
     ==============================================================================
</Table>

     At December 31, 2004 and 2003, fixed maturities with carrying values of
     $6.6 and $6.7 were on deposit as required by regulatory authorities.

     The Company did not have any investments in a single issuer, other than
     obligations of the U.S. government, with a carrying value in excess of 10%
     of the Company's shareholder's equity at December 31, 2004 or 2003.

                                       45
<Page>
                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

3.   INVESTMENTS (continued)

     NET INVESTMENT INCOME

     Sources of net investment income were as follows:

<Table>
<Caption>
                                                  YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                 DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                      2004          2003           2002
     ----------------------------------------------------------------------------------------
      <S>                                        <C>            <C>            <C>
      Fixed maturities                           $       10.0   $        7.4   $        7.9
      Cash equivalents                                    0.1             --            0.1
     ----------------------------------------------------------------------------------------
      Gross investment income                            10.1            7.4            8.0
      Less: investment expenses                           0.6            0.8            1.3
     ----------------------------------------------------------------------------------------
      Net investment income                      $        9.5   $        6.6   $        6.7
     ========================================================================================
</Table>

     NET REALIZED CAPITAL GAINS AND LOSSES

     Net realized capital gains (losses) are comprised of the difference between
     the carrying value of investments and proceeds from sale, maturity, and
     redemption. Net realized capital gains (losses) on investments were as
     follows:

<Table>
<Caption>
                                                  YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                 DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                      2004          2003           2002
     -----------------------------------------------------------------------------------------
       <S>                                        <C>           <C>            <C>
      Fixed maturities                           $        1.3   $        2.3   $       (2.4)
     -----------------------------------------------------------------------------------------
      Pretax net realized capital gains (losses) $        1.3   $        2.3   $       (2.4)
     =========================================================================================
      After-tax net realized capital gains
        (losses)                                 $        0.8   $        1.5   $       (1.6)
     =========================================================================================
</Table>

     Net realized capital gains, allocable to experience-rated contracts of
     $0.6, $1.6 and $1.7, for the years ended December 31, 2004, 2003 and 2002,
     respectively, were deducted from net realized capital gains (losses) and an
     offsetting amount was reflected in future policy benefits and claim
     reserves on the Balance Sheets. Net unamortized realized capital gains
     allocable to experience-rated contractowners were $1.4, $1.3, and $0.1 at
     December 31, 2004, 2003 and 2002, respectively.

     Proceeds from the sale of total fixed maturities and the related gross
     gains and losses, excluding those related to experience-related
     policyholders, were as follows:

<Table>
<Caption>
                                                  YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                 DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                      2004          2003           2002
     -----------------------------------------------------------------------------------------
      <S>                                        <C>            <C>             <C>
      Proceeds on sales                          $      201.9   $      192.0   $      117.2
      Gross gains                                         2.8            4.4            0.6
      Gross losses                                       (0.9)          (2.1)          (3.0)
     -----------------------------------------------------------------------------------------
</Table>
                                       46
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

3.   INVESTMENTS (continued)

     Changes in shareholder's equity related to changes in accumulated other
     comprehensive income (net unrealized capital gains and losses on
     securities, including securities pledged, excluding those related to
     experience-rated contractowners) were as follows:
<Table>
<Caption>
                                                  YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                 DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                      2004          2003           2002
     -----------------------------------------------------------------------------------------
      <S>                                        <C>        <C>        <C>
      Fixed maturities                           $        4.9   $       (0.6)  $        0.4
      Other                                              (8.3)           1.2            0.4
     -----------------------------------------------------------------------------------------
        Subtotal                                         (3.4)           0.6            0.8
      Less: (increase) decrease in deferred
        income taxes                                     (1.2)           0.2            0.3
     -----------------------------------------------------------------------------------------
      Net (decrease) increase in accumulated
        other comprehensive income               $       (2.2)  $        0.4   $        0.5
     =========================================================================================
</Table>

     Net unrealized capital gains (losses) allocable to experience-rated
     contracts of $2.8 and $5.1, at December 31, 2004 and 2003, respectively,
     are reflected on the Balance Sheets in other future policy benefits and
     claim reserves and are not included in shareholder's equity. Shareholder's
     equity included the following accumulated other comprehensive income, net
     of amounts allocated to experience-rated policyholders:

<Table>
<Caption>
                                                         YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                        DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                            2004           2003           2002
     -----------------------------------------------------------------------------------------------
      <S>                                               <C>            <C>            <C>
      Net unrealized capital gains (losses):
        Fixed maturities                                $        5.0   $        0.1   $        0.7
        Other                                                   (5.0)           3.3            2.1
     -----------------------------------------------------------------------------------------------
          Subtotal                                                --            3.4            2.8
     -----------------------------------------------------------------------------------------------
      Less: Deferred income taxes                                 --            1.2            1.0
     -----------------------------------------------------------------------------------------------
      Net accumulated other comprehensive income        $         --   $        2.2   $        1.8
     ===============================================================================================
</Table>

     Changes in accumulated other comprehensive income related to changes in net
     unrealized gains (losses) on securities; including securities pledged and
     excluding those related to experience-rated contractowners, were as
     follows:

<Table>
<Caption>
                                                         YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                        DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                            2004           2003           2002
     -----------------------------------------------------------------------------------------------
      <S>                                                              <C>            <C>
      Unrealized holding (losses) gains arising
        during the year (1)                             $       (1.2)  $        0.6   $        0.8
      Less: reclassification adjustment for gains
        (losses) and other items included in
        net income (2)                                           1.0            0.2            0.3
     -----------------------------------------------------------------------------------------------
      Net unrealized (losses) gains on securities       $       (2.2)  $        0.4   $        0.5
     ===============================================================================================
</Table>

     (1)  Pretax unrealized holding gains (losses) were $(1.8), $0.9 and $1.2,
          for the years ended December 31, 2004, 2003, and 2002, respectively.

     (2)  Pretax reclassification adjustments for gains (losses) and other items
          included in net income were $1.5, $0.3, and $0.5, for the years ended
          December 31, 2004, 2003, and 2002, respectively.

                                       47
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

4.   FINANCIAL INSTRUMENTS

     ESTIMATED FAIR VALUE

     The following disclosures are made in accordance with the requirements of
     FAS No. 107, "Disclosures about Fair Value of Financial Instruments." FAS
     No. 107 requires disclosure of fair value information about financial
     instruments, whether or not recognized in the balance sheet, for which it
     is practicable to estimate that value. In cases where quoted market prices
     are not available, fair values are based on estimates using present value
     or other valuation techniques. Those techniques are significantly affected
     by the assumptions used, including the discount rate and estimates of
     future cash flows. In that regard, the derived fair value estimates, in
     many cases, could not be realized in immediate settlement of the
     instrument.

     FAS No. 107 excludes certain financial instruments, including insurance
     contracts, and all nonfinancial instruments from its disclosure
     requirements. Accordingly, the aggregate fair value amounts presented do
     not represent the underlying value of the Company.

     The following valuation methods and assumptions were used by the Company in
     estimating the fair value of the following financial instruments:

     FIXED MATURITIES: The fair values for the actively traded marketable bonds
     are determined based upon the quoted market prices. The fair values for
     marketable bonds without an active market are obtained through several
     commercial pricing services which provide the estimated fair values. Fair
     values of privately placed bonds are determined using a matrix-based
     pricing model. The model considers the current level of risk-free interest
     rates, current corporate spreads, the credit quality of the issuer, and
     cash flow characteristics of the security. Also considered are factors such
     as the net worth of the borrower, the value of collateral, the capital
     structure of the borrower, the presence of guarantees, and the Company's
     evaluation of the borrower's ability to compete in their relevant market.
     Using this data, the model generates estimated market values which the
     Company considers reflective of the fair value of each privately placed
     bond.

     CASH AND CASH EQUIVALENTS: The carrying amounts for these assets
     approximate the assets' fair value.

     ASSETS HELD IN SEPARATE ACCOUNTS: Assets held in separate accounts are
     reported at the quoted fair values of the individual securities in the
     separate accounts.

     INVESTMENT CONTRACT LIABILITIES (INCLUDED IN FUTURE POLICY BENEFITS AND
     CLAIM RESERVES):

     WITH A FIXED MATURITY: Fair value is estimated by discounting cash flows at
     interest rates currently being offered by, or available to, the Company for
     similar contracts.

     WITHOUT A FIXED MATURITY: Fair value is estimated as the amount payable to
     the contractowner upon demand. However, the Company has the right under
     such contracts to delay payment of withdrawals which may ultimately result
     in paying an amount different than that determined to be payable on demand.

     LIABILITIES RELATED TO SEPARATE ACCOUNTS: The carrying amounts for these
     liabilities approximate the fair value.

                                       48
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

4.   FINANCIAL INSTRUMENTS (continued)

     The carrying values and estimated fair values of certain of the Company's
     financial instruments at December 31, 2004 and 2003 were as follows:

<Table>
<Caption>
                                                                2004                   2003
                                                         -------------------   -------------------
                                                         CARRYING     FAIR     CARRYING     FAIR
                                                          VALUE      VALUE      VALUE      VALUE
     -----------------------------------------------------------------------------------------------
      <S>                                                <C>        <C>        <C>        <C>
      Assets:
        Fixed maturities, including securities pledged   $  185.2   $  185.2   $  133.1   $  133.1
        Cash and cash equivalents                            11.4       11.4        4.8        4.8
        Assets held in separate accounts                    540.3      540.3      660.7      660.7
      Liabilities:
        Investment contract liabilities:
          With a fixed maturity                              55.7       55.5       64.9       64.5
          Without a fixed maturity                           61.1       61.5       72.9       72.1
          Liabilities held in separate accounts             540.3      540.3      660.7      660.7
     -----------------------------------------------------------------------------------------------
</Table>

     Fair value estimates are made at a specific point in time, based on
     available market information and judgments about various financial
     instruments, such as estimates of timing and amounts of future cash flows.
     Such estimates do not reflect any premium or discount that could result
     from offering for sale at one time the Company's entire holdings of a
     particular financial instrument, nor do they consider the tax impact of the
     realization of unrealized gains or losses. In many cases, the fair value
     estimates cannot be substantiated by comparison to independent markets, nor
     can the disclosed value be realized in immediate settlement of the
     instruments. In evaluating the Company's management of interest rate, price
     and liquidity risks, the fair values of all assets and liabilities should
     be taken into consideration, not only those presented above.

5.   VALUE OF BUSINESS ACQUIRED

     Activity for the years ended December 31, 2004, 2003 and 2002 within VOBA
     were as follows:

<Table>
     <S>                                                               <C>
     Balance at December 31, 2001                                      $   46.5
     Adjustment for unrealized gain (loss)                                 (2.1)
     Additions                                                              0.2
     Amortization                                                         (10.4)
     ----------------------------------------------------------------------------
     Balance at December 31, 2002                                          34.2
     Adjustment for unrealized gain (loss)                                  0.6
     Interest accrued at 5%-7%                                              1.7
     Amortization                                                          (4.9)
     ----------------------------------------------------------------------------
     Balance at December 31, 2003                                          31.6
     Adjustment for unrealized gain (loss)                                  1.0
     Interest accrued at 6%                                                 1.8
     Amortization                                                          (6.2)
     ----------------------------------------------------------------------------
     Balance at December 31, 2004                                      $   28.2
     ============================================================================
</Table>

                                       49
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

5.   VALUE OF BUSINESS ACQUIRED (continued)

     The estimated amount of VOBA to be amortized, net of interest, over the
     next five years is $5.0, $4.6, $3.3, $2.5 and $2.2, for the years 2005,
     2006, 2007, 2008 and 2009, respectively. Actual amortization incurred
     during these years may vary as assumptions are modified to incorporate
     actual results.

     During 2004, VOBA amortization increased principally due to a decrease in
     estimated future profits, due to higher surrenders and a decrease in assets
     under management.

     During 2003 the Company reset long-term assumptions for the Separate
     Account returns from 9.0% to 8.5% (gross before fund management fees and
     mortality, expense, and other policy charges), reflecting a blended return
     of equity and other sub-accounts. The 2003 unlocking adjustment was
     primarily driven by improved market performance compared to expected
     performance during 2003. For the year ended December 31, 2003, the Company
     recorded a deceleration of VOBA amortization totaling $1.1 before tax, or
     $0.7, net of $0.4 of federal income tax expense.

     As part of the regular analysis of VOBA, at the end of 2002, the Company
     unlocked its long-term rate of return assumptions. The Company reset
     long-term return assumptions for the Separate Account returns to 9.0%
     (gross before fund management fees and mortality, expense, and other policy
     charges), as of December 31, 2002, reflecting a blended return of equity
     and other sub-accounts. The unlocking adjustment in 2002 was primarily
     driven by the sustained downturn in the equity markets and revised
     expectations for future returns. During 2002, the Company recorded an
     acceleration of VOBA amortization totaling $3.5 before tax, or $2.3, net of
     $1.2 of federal income tax benefit.

6.   DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY

     The Company's ability to pay dividends is subject to the prior approval of
     the insurance regulatory authorities of the State of Florida for payment of
     any dividend, which exceeds certain statutorily prescribed thresholds that
     are calculated in relation to a company's statutory surplus and/or its net
     gains from operations.

     The Company did not pay dividends to its parent or receive capital
     contributions from its parent in 2004, 2003, or 2002.

     The Insurance Departments of the State of Florida and the State of
     Connecticut (the "Departments") recognize as net income and capital and
     surplus those amounts determined in conformity with statutory accounting
     practices prescribed or permitted by the Department, which differ in
     certain respects from accounting principles generally accepted in the
     United States. Statutory net income was $6.2, $5.0, and $2.5, for the years
     ended December 31, 2004, 2003, and 2002, respectively. Statutory capital
     and surplus was $75.2 and $68.3 as of December 31, 2004 and 2003,
     respectively.

     As of December 31, 2004, the Company does not utilize any statutory
     accounting practices, which are not prescribed by state regulatory
     authorities that, individually or in the aggregate, materially affect
     statutory capital and surplus.

                                       50
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

7.   ADDITIONAL INSURANCE BENEFITS AND MINIMUM GUARANTEES

     Under SOP 03-1, the Company calculates an additional liability (the "SOP
     reserve") for certain GMDBs in order to recognize the expected value of
     death benefits in excess of the projected account balance over the
     accumulation period based on total expected assessments.

     The Company regularly evaluates estimates used and adjusts the SOP reserve,
     with a related charge or credit to benefit expense, if actual experience or
     other evidence suggests that earlier assumptions should be revised.

     As of December 31, 2004, the separate account liability subject to SOP 03-1
     for GMDBs and the additional liability recognized related to GMDBs was
     $500.2 and $0.1, respectively.

     The aggregate fair value of equity securities (including mutual funds)
     supporting separate accounts with additional insurance benefits and minimum
     investment return guarantees as of December 31, 2004 was $500.2.

8.   INCOME TAXES

     IICA files a consolidated federal income tax return with its parent, ILIAC.
     IICA has a federal tax allocation agreement with its parent whereby the
     Company is charged for federal taxes it would have incurred were it not a
     member of a consolidated group and is credited for losses at the federal
     statutory tax rate.

     Income taxes (benefits) from continuing operations consist of the
     following:

<Table>
<Caption>
                                                               YEAR ENDED        YEAR ENDED         YEAR ENDED
                                                              DECEMBER 31,      DECEMBER 31,       DECEMBER 31,
                                                                  2004              2003               2002
     ----------------------------------------------------------------------------------------------------------
      <S>                                                       <C>               <C>                <C>
      Current tax expense (benefit):
        Federal                                                 $    0.2          $   (0.1)          $   (1.4)
        State                                                         --                --                0.2
        Net realized capital gains                                    --               0.9                0.5
     ----------------------------------------------------------------------------------------------------------
          Total current tax expense (benefit)                        0.2               0.8               (0.7)
     ----------------------------------------------------------------------------------------------------------
      Deferred tax expense (benefit):
        Federal                                                      1.3               1.3                0.1
        Net realized capital losses                                   --              (0.1)              (1.4)
     ----------------------------------------------------------------------------------------------------------
          Total deferred tax expense (benefit)                       1.3               1.2               (1.3)
     ----------------------------------------------------------------------------------------------------------
          Total income tax expense (benefit)                    $    1.5          $    2.0           $   (2.0)
     ==========================================================================================================
</Table>

                                       51
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

8.   INCOME TAXES (continued)

     Income taxes were different from the amount computed by applying the
     federal income tax rate to income from continuing operations before income
     taxes for the following reasons:

<Table>
<Caption>
                                                               YEAR ENDED     YEAR ENDED      YEAR ENDED
                                                              DECEMBER 31,   DECEMBER 31,    DECEMBER 31,
                                                                  2004           2003            2002
     ----------------------------------------------------------------------------------------------------
      <S>                                                       <C>            <C>           <C>
      Income (loss) before income taxes and
        cumulative effect of change in accounting principle     $    7.4       $    8.3      $   (5.3)
      Tax rate                                                        35%            35%           35%
     ----------------------------------------------------------------------------------------------------
      Income tax at federal statutory rate                           2.6            2.9          (1.9)
      Tax effect of:
        State income tax, net of federal benefit                      --             --           0.1
        Dividends received deduction                                (0.3)          (0.6)         (0.3)
        IRS audit settlement                                        (0.8)            --            --
        Other, net                                                    --           (0.3)          0.1
     ----------------------------------------------------------------------------------------------------
          Income tax expense (benefit)                          $    1.5       $    2.0      $   (2.0)
     ====================================================================================================
</Table>

     The tax effects of temporary differences that give rise to deferred tax
     assets and deferred tax liabilities at December 31, are presented below:

<Table>
<Caption>
                                                                                   2004          2003
     -----------------------------------------------------------------------------------------------------
      <S>                                                                        <C>           <C>
      Deferred tax assets:
        Insurance reserves                                                       $    0.9      $    2.9
        Deferred policy acquisition costs                                             1.0           1.4
        Unrealized gains allocable to experience-rated contracts                      1.0           1.8
        Guaranty fund assessments                                                     0.1           0.1
        Other, net                                                                    0.6           0.6
     -----------------------------------------------------------------------------------------------------
      Total gross assets                                                              3.6           6.8
     -----------------------------------------------------------------------------------------------------

      Deferred tax liabilities:
        Value of business acquired                                                    9.9          11.0
        Net unrealized capital gains                                                  0.9           3.6
        Other, net                                                                    0.8           0.1
     -----------------------------------------------------------------------------------------------------
      Total gross liabilities                                                        11.6          14.7
     -----------------------------------------------------------------------------------------------------
      Net deferred tax liability                                                 $   (8.0)     $   (7.9)
     =====================================================================================================
</Table>

     Net unrealized capital gains and losses are presented as a component of
     Other Comprehensive Income in shareholder's equity, net of deferred taxes.

     Valuation allowances are provided when it is considered more likely than
     not that deferred tax assets will not be realized. No valuation allowance
     has been established at this time as management believes the above
     conditions presently do not exist.

                                       52
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

8.   INCOME TAXES (continued)

     The Company establishes reserves for probable proposed adjustments by
     various taxing authorities. Management believes there are sufficient
     reserves provided for, or adequate defenses against any such adjustments.
     The Internal Revenue Service (the "Service") has completed examinations of
     the federal income tax returns of the Company for all years through the
     December 13, 2000 short period. The tax benefit associated with the
     settlement of the most recent audit is included in the 2004 financial
     statements. The Service has commenced its examination for the tax years
     ended December 31, 2000 and 2001, and various state tax audits are in
     progress.

9.   BENEFIT PLANS

     The Company utilizes the employees of ING North America Insurance
     Corporation, Inc. and its affiliates, primarily ILIAC. Benefit charges to
     the Company for the years ended December 31, 2004, 2003, and 2002 were not
     significant. There were no pension benefit charges allocated to the Company
     from the ING Americas Retirement Plan for 2004, 2003, or 2002. During 2004
     and 2003, the Company was not allocated charges related to the Supplemental
     ING Retirement Plan for Aetna Financial Services that covers certain
     employees of ING Life Insurance Company of America and its affiliates.
     During 2002, liabilities totaling $0.3 were allocated to the Company
     related to the Supplemental Executive Retirement Plan ("SERP"). During
     2004, 2003, or 2002, there were no matching contribution charges allocated
     to the Company from the ING Americas Savings Plan and ESOP.

10.  RELATED PARTY TRANSACTIONS

     OPERATING AGREEMENTS

     IICA has certain agreements whereby it incurs expenses with affiliated
     entities. The agreements are as follows:

     - Underwriting agreement with ING Financial Advisors, LLC ("ING FA"), for
       the variable insurance products issued by IICA. ING FA is authorized to
       enter into agreements with broker-dealers to distribute the IICA's
       variable products and appoint representatives of the broker-dealers as
       agents. For the years ended December 31, 2004, 2003 and 2002, expenses
       were incurred in the amount of $34.6, $36.9, and $47.7, respectively.

     - Investment advisory agreement with ING Investment Management, LLC
       ("IIM"), an affiliate, effective March 31, 2001 and amended January 1,
       2003 and August 26, 2003, under which IIM provides asset management and
       accounting services. Under the agreement, the Company records a fee based
       on the value of the assets under management. The fee is payable
       quarterly. For the years ended December 31, 2004, 2003, and 2002, the
       Company incurred fees of $0.6, $0.6, $1.2, respectively, under this
       agreement.

     - Service agreement between the Company and its affiliates effective
       January 2001, and amended effective January 1, 2002. For the year ended
       December 31, 2004, net expenses related to the agreement were incurred in
       the amount of $0.9. No significant expenses were incurred during the
       years ended December 31, 2003 and 2002.

                                       53
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

10.  RELATED PARTY TRANSACTIONS (continued)

     - Expense sharing agreement with ING North America Insurance Corporation
       for administrative, management, financial, and information technology
       services, which was approved in 2001. For the years ended December 31,
       2004 and 2003, expenses were incurred in the amounts of $.05 and $1.1,
       respectively. No significant expenses were incurred during 2002.

     Management and service contracts and all cost sharing arrangements with
     other affiliated companies are allocated in accordance with the Company's
     expense and cost allocation methods.

     RECIPROCAL LOAN AGREEMENT

     IICA maintains a reciprocal loan agreement with ING AIH, a Delaware
     corporation and affiliate, to facilitate the handling of unusual and/or
     unanticipated short-term cash requirements. Under this agreement, which
     became effective in June 2001 and expires on April 1, 2011, IICA and ING
     AIH can borrow up to 0.5% of IICA's statutory admitted assets as of the
     prior December 31 from one another. Interest is charged at the rate of ING
     AIH's cost of funds for the interest period plus 0.15%. Under this
     agreement, IICA incurred an immaterial amount of interest expense for the
     years ended December 31, 2004, 2003, and 2002, respectively. At December
     31, 2004 and 2003, IICA did not have any outstanding borrowing from ING AIH
     under this agreement.

     CAPITAL TRANSACTIONS

     The Company did not receive capital contributions from its parent in 2004,
     2003, or 2002.

     TAX SHARING AGREEMENTS

     The Company files a consolidated federal income tax return with its parent,
     ING Life Insurance and Annuity Company. The Company has a federal tax
     allocation agreement with its parent, whereby the Company is charged for
     taxes it would have incurred were it not a member of a consolidated group
     and is credited for losses at the statutory federal tax rate.

     The Company has entered into a state tax sharing agreement with ING AIH and
     each of the specific subsidiaries that are parties to the agreement. The
     state tax agreement applies to situations in which ING AIH and all or some
     of the subsidiaries join in the filing of a state or local franchise,
     income tax, or other tax return on a consolidated, combined, or unitary
     basis.

11.  FINANCING AGREEMENTS

     The Company maintains a revolving loan agreement with SunTrust Bank ("the
     Bank"). Under this agreement, which expires July 30, 2005, the Company can
     borrow up to $30.0 from the Bank. Interest on any company borrowing accrues
     at an annual rate equal to (1) the cost of funds for the Bank for the
     period applicable for the advance plus .225% or (2) a rate quoted by the
     Bank to the Company for the borrowing. Under this agreement, the Company
     incurred minimal interest expense for the years ended December 31, 2004,
     2003, and 2002, respectively. At December 31, 2004, the Company did not
     have any balances payable to the Bank.

                                       54
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

11.  FINANCING AGREEMENTS (continued)

     The Company also maintains a revolving loan agreement with Bank of New York
     ("BONY"). Under this agreement, the Company can borrow up to $30.0 from
     BONY. Interest on any company borrowing accrues at an annual rate equal
     to (1) the cost of funds for BONY for the period applicable for the advance
     plus .35% or (2) a rate quoted by BONY to the Company for the borrowing.
     Under this agreement, the Company incurred minimal interest expense for the
     years ended December 31, 2004, 2003, and 2002. At December 31, 2004 and
     2003, the Company did not have any balances payable to BONY.

     Also see Note 10 for reciprocal loan agreement with an affiliate.

12.  COMMITMENTS AND CONTINGENT LIABILITIES

     LEASES

     The Company occupies space that is leased by ILIAC or other affiliates.
     Expenses associated with these offices are allocated on a direct and
     indirect basis to the Company. Under the lease agreements, the Company
     incurred an immaterial amount of rent expense for the years ended December
     31, 2004, 2003, and 2002, respectively.

     COMMITMENTS

     At December 31, 2004 and 2003, the Company had no commitments or contingent
     liabilities.

     LITIGATION

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

     REGULATORY MATTERS

     As with many financial services companies, the Company and its affiliates
     have received informal and formal requests for information from various
     state and federal governmental agencies and self-regulatory organizations
     in connection with inquiries and investigations of the products and
     practices of the financial services industry. In each case, the Company and
     its affiliates have been and are providing full cooperation.

     FUND REGULATORY ISSUES

     Since 2002, there has been increased governmental and regulatory activity
     relating to mutual funds and variable insurance products. This activity has
     primarily focused on inappropriate trading of fund shares,

                                       55
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

12.  COMMITMENTS AND CONTINGENT LIABILITIES (continued)

     revenue sharing and directed brokerage, compensation, sales practices and
     suitability, arrangements with service providers, pricing, compliance and
     controls, and adequacy of disclosure.

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

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

     An affiliate of the Company, ING Funds Distributors, LLC ("IFD") has
     received notice from the staff of the National Association of Securities
     Dealers ("NASD") that the staff has made a preliminary determination to
     recommend that disciplinary action be brought against IFD and one of its
     registered persons for violations of the NASD Conduct Rules and federal
     securities laws in connection with frequent trading arrangements.

     Other regulators, including the SEC and the New York Attorney General, are
     also likely to take some action with respect to certain ING affiliates
     before concluding their investigation of ING relating to fund trading. The
     potential outcome of such action is difficult to predict but could subject
     certain affiliates to adverse consequences, including, but not limited to,
     settlement payments, penalties, and other financial liability. It is not
     currently anticipated, however, that the actual outcome of such action will
     have a material adverse effect on ING or ING's U.S.-based operations,
     including the Company.

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

     OTHER REGULATORY MATTERS

     The New York Attorney General and other regulators are also conducting
     broad inquiries and investigations involving the insurance industry. These
     initiatives currently focus on, among other things, compensation and other
     sales incentives, potential conflicts of interest, potential
     anti-competitive activity, marketing practices, certain financial
     reinsurance arrangements, and disclosure. It is likely that the scope of
     these investigations will further broaden before the investigations are
     concluded. U.S. affiliates of ING have

                                       56
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

NOTES TO FINANCIAL STATEMENTS (continued)
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

12.  COMMITMENTS AND CONTINGENT LIABILITIES (continued)

     received formal and informal requests in connection with such
     investigations, and are cooperating fully with each request for
     information.

     These initiatives may result in new legislation and regulation that could
     significantly affect the financial services industry, including businesses
     in which the Company is engaged.

     In light of these and other developments, U.S. affiliates of ING, including
     the Company, periodically review whether modifications to their business
     practices are appropriate.

                                       57
<Page>

QUARTERLY DATA (UNAUDITED)

      Restatement of Financial Information:

      -  During the quarterly period ended June 30, 2003, the Company
         incorrectly recorded investment income and realized capital gains
         related to Separate Accounts. The Company noted the effect during the
         compilation of the December 31, 2003 financial statements and made the
         appropriate changes to the quarterly periods ended June 30, 2003 and
         September 30, 2003.
      -  In addition, during each of the quarters in 2003, the Company
         classified GMDB excess reserves as a reduction to fee income, rather
         than as interest credited and other benefits to contractowners. The
         Company noted the effect during the compilation of the March 31, 2004
         financial statements and made the appropriate changes to the periods
         affected.

      The following tables show the previously reported and reclassified amounts
      for each of the periods affected.

<Table>
<Caption>

      As Restated
      2004 (In millions)                      FIRST*      SECOND*       THIRD*       FOURTH
     -------------------------------------------------------------------------------------------
      <S>                                   <C>          <C>          <C>           <C>
      Total revenue                         $      5.0   $      4.4   $      5.1    $      4.4
     -------------------------------------------------------------------------------------------
      Income before income taxes                   1.8          1.2          2.3           2.1
      Income tax expense (benefit)                 0.5          0.4         (0.1)          0.7
     -------------------------------------------------------------------------------------------
      Net income                            $      1.3   $      0.8   $      2.4    $      1.4
     ===========================================================================================
<Caption>
      As Reported
      2004 (In millions)                      FIRST       SECOND        THIRD
     -----------------------------------------------------------------------------
      <S>                                   <C>          <C>          <C>
      Total revenue                         $      5.3   $      4.6   $      5.4
     -----------------------------------------------------------------------------
      Income before income taxes                   1.8          1.2          2.3
      Income tax expense (benefit)                 0.5          0.4         (0.1)
     -----------------------------------------------------------------------------
      Net income                            $      1.3   $      0.8   $      2.4
     =============================================================================

<Caption>
      As Restated
      2003 (In millions)                      FIRST*      SECOND*       THIRD*       FOURTH*
     -------------------------------------------------------------------------------------------
      <S>                                   <C>          <C>          <C>           <C>
      Total revenue                         $      4.7   $      5.9   $      4.5    $      2.1
     -------------------------------------------------------------------------------------------
      Income before income taxes                   0.2          2.8          3.0           2.3
      Income tax expense                            --          0.5          0.8           0.7
     -------------------------------------------------------------------------------------------
      Net income                            $      0.2   $      2.3   $      2.2    $      1.6
     ===========================================================================================

<Caption>
      As Reported
      2003 (In millions)                      FIRST       SECOND        THIRD        FOURTH
     -------------------------------------------------------------------------------------------
      <S>                                   <C>          <C>          <C>           <C>
      Total revenue                         $      4.7   $      5.7   $      3.8    $      1.4
     -------------------------------------------------------------------------------------------
      Income before income taxes                   0.2          3.5          2.9           1.7
      Income tax expense                            --          0.8          0.7           0.5
     -------------------------------------------------------------------------------------------
      Net income                            $      0.2   $      2.7   $      2.2    $      1.2
     ===========================================================================================
</Table>

     *  Reclassified

                                       58
<Page>

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

          None.

ITEM 9A.  CONTROLS AND PROCEDURES

          a)   The Company carried out an evaluation, under the supervision and
               with the participation of its management, including its Chief
               Executive Officer and Chief Financial Officer, of the
               effectiveness of the design and operation of the Company's
               disclosure controls and procedures (as defined in Rule 13a-15(e)
               and 15d-15(e) of the Securities Exchange Act of 1934) as of the
               end of the period covered by this report. Based on that
               evaluation, the Chief Executive Officer and the Chief Financial
               Officer have concluded that the Company's current disclosure
               controls and procedures are effective in ensuring that material
               information relating to the Company required to be disclosed in
               the Company's periodic SEC filings is made known to them in a
               timely manner.

          b)   There has not been any change in the internal controls over
               financial reporting of the Company that occurred during the
               period covered by this report that has materially affected or is
               reasonably likely to materially affect these internal controls.

ITEM 9B.  OTHER INFORMATION

          None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          Omitted pursuant to General Instruction I(2) of Form 10-K, except with
          respect to compliance with Sections 406 and 407 of the Sarbanes-Oxley
          Act of 2002:

          a)   CODE OF ETHICS FOR FINANCIAL PROFESSIONALS

               The Company has approved and adopted a Code of Ethics for
               Financial Professionals, pursuant to the requirements of Section
               406 of the Sarbanes-Oxley Act of 2002 (which was filed as Exhibit
               14 to the Company's Form 10-K, as filed with the SEC on March 29,
               2004 (File No. 033-81010)). Any waiver of the Code of Ethics will
               be disclosed by the Company by way of a Form 8-K filing.

          b)   DESIGNATION OF BOARD FINANCIAL EXPERT

               The Company has designated David A. Wheat, Director, Senior Vice
               President and Chief Financial Officer of the Company, as its
               Board Financial Expert, pursuant to the requirements of Section
               407 of the Sarbanes-Oxley Act of 2002. Because the Company is a
               wholly-owned subsidiary of ILIAC, it does not have any outside
               directors sitting on its board.

ITEM 11.  EXECUTIVE COMPENSATION

          Omitted pursuant to General Instruction I(2) of Form 10-K.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          Omitted pursuant to General Instruction I(2) of Form 10-K.

                                       59
<Page>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Omitted pursuant to General Instruction I(2) of Form 10-K.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
          (Dollar amounts in millions, unless otherwise stated)

          In 2004 and 2003, Ernst & Young LLP ("Ernst & Young") served as the
          principal external auditing firm for ING including IICA. ING
          subsidiaries, including IICA, are allocated Ernst & Young fees
          attributable to services rendered by Ernst & Young to each subsidiary.
          Ernst & Young fees allocated to the Company for the years ended
          December 31, 2004 and 2003 are detailed below along with a description
          of the services rendered by Ernst & Young to the Company:

<Table>
<Caption>
                                                       2004            2003
          ----------------------------------------------------------------------
          <S>                                        <C>             <C>
          Audit fees                                 $    0.1        $    0.1
          Audit--related fees                              --*             --*
          Tax fees                                         --*             --
          All other fees                                   --*             --*
          ----------------------------------------------------------------------
                                                     $    0.1        $    0.1
          ======================================================================
</Table>

          * Less than $0.1

          AUDIT FEES

          Fees for audit services include fees associated with professional
          services rendered by the auditors for the audit of the annual
          financial statements of the Company and review of the Company's
          interim financial statements.

          AUDIT-RELATED FEES

          There were minimal audit-related fees allocated to IICA in 2004 and
          2003. This category typically includes assurance and related services
          that are reasonably related to the performance of the audit or review
          of the financial statements and are not reported under the audit fee
          item above. These services typically consist primarily of IT audits,
          work performed relating to comfort letters issued in connection with
          prospectuses, audit of SEC product filings, advice on accounting
          matters, and progress review on International Financial Reporting
          Standards and Sarbanes-Oxley projects.

          TAX FEES

          There were minimal tax fees allocated to IICA in 2004 and no fees in
          2003. This category typically includes tax compliance, tax advice and
          tax planning professional services. These services typically consist
          of: tax compliance including the review of original and amended tax
          returns, assistance with questions regarding tax audits, and tax
          planning and advisory services relating to common forms of domestic
          taxation (i.e. income tax and capital tax).

                                       60
<Page>

          ALL OTHER FEES

          There were minimal fees allocated to IICA under the category "all
          other fees" in 2004 and 2003. This category typically includes fees
          paid for products and services other than the audit fees,
          audit-related fees and tax fees described above, and consists
          primarily of non-recurring support and advisory services.

          PRE-APPROVAL POLICIES AND PROCEDURES

          IICA has adopted the pre-approval policies and procedures of ING.
          Audit, audit-related and non-audit services provided to the Company by
          ING's independent auditors are pre-approved by ING's audit committee.
          Pursuant to ING's pre-approval policies and procedures, the ING audit
          committee is required to pre-approve all services provided by ING's
          independent auditors to ING and its majority owned legal entities,
          including the Company. The ING pre-approval policies and procedures
          distinguish four types of services: (1) audit services, (2)
          audit-related services, (3) non-audit services, and (4) prohibited
          services (as described in the Sarbanes-Oxley Act).

          The ING pre-approval procedures consist of a general pre-approval
          procedure and a specific pre-approval procedure.

          GENERAL PRE-APPROVAL PROCEDURE

          ING's audit committee pre-approves audit, audit-related, and non-audit
          services to be provided by ING's external audit firms on an annual
          basis, provided that the amount for such pre-approved service may not
          be exceeded. ING's audit committee receives an overview of all
          services provided, including related fees and supported by
          sufficiently detailed information. ING's audit committee evaluates
          this overview retrospectively on a semi-annual basis.

          SPECIFIC PRE-APPROVAL PROCEDURE

          In addition to audit committee pre-approval, all audit-related and
          non-audit engagements that are expected to generate fees in excess of
          EUR 100,000 need specific approval of ING's Chief Financial Officer
          ("CFO"). These engagements are submitted in advance to the General
          Manager of ING Corporate Audit Services, who will advise ING's CFO on
          the compatibility of such services with the independence policy.
          Further, in addition to audit committee pre-approval under the general
          pre-approval procedures, the audit committee must approve on a
          case-by-case basis:

          (i)  Each individual audit-related and non-audit engagement which is
               expected to generate fees in excess of EUR 250,000;
          (ii) All further audit-related and non-audit engagements over and
               above the pre-approved amounts.

          In 2004, 100% of each of the audit-related services, tax services and
          all other services were pre-approved by ING's audit committee.

                                       61
<Page>

                                     PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a)  The following documents are filed as part of this report:

     1.   Financial statements. See Item 8 on Page 28.

     2.   Financial statement schedules. See Index to Financial Statement
          Schedules on Page 64.

     EXHIBITS

     3.(i)  Articles of Incorporation, as restated January 1, 2002, incorporated
            by reference to the Registrant's Form 10-K, as filed with the SEC on
            March 28, 2002 (File No. 33-81010).

       (ii) By-Laws, as amended and restated January 1, 2002, incorporated by
            reference to the Registrant's Form 10-K, as filed with the SEC on
            March 28, 2002 (File No. 33-81010).

     4.(a)  Instruments Defining the Rights of Security Holders, Including
            Indentures (Annuity Contracts)

             Incorporated herein by reference to Registration Statement on Form
             N-4, File No. 33-80750, as amended and filed with the SEC on April
             23, 1997.

             Incorporated herein by reference to Registration Statement on Form
             N-4, File No. 33-59749, as filed with the SEC on June 1, 1995.

             Incorporated herein by reference to Post-Effective Amendment No. 4
             to Registration Statement on Form N-4, File No. 33-59749, as filed
             with the SEC on April 16, 1997.

             Incorporated herein by reference to Post-Effective Amendment No. 6
             to Registration Statement on Form N-4, File No. 33-59749, as filed
             with the SEC on November 26, 1997.

             Incorporated herein by reference to Post-Effective Amendment No. 8
             to Registration Statement on Form N-4, File No. 33-59749, as filed
             with the SEC on April 17, 1998.

             Incorporated herein by reference to Registration Statement on Form
             S-2, File No. 33-63657, as filed with the SEC on October 25, 1995.

             Incorporated herein by reference to Pre-Effective Amendment No. 3
             to the Registration Statement on Form S-2, File No. 33-63657, as
             filed with the SEC on January 17, 1996.

             Incorporated herein by reference to Post-Effective Amendment No. 3
             to Registration Statement on Form S-2, File No. 33-63657, as filed
             with the SEC on November 24, 1997.

     10.    MATERIAL CONTRACTS

        (a)   Distribution Agreement, dated as of December 13, 2000, between
              Aetna Inc., renamed Lion Connecticut Holdings Inc. ("Lion") and
              Aetna U.S. Healthcare Inc., renamed Aetna Inc.,

                                       62
<Page>

              incorporated by reference to ING Life Insurance and Annuity
              Company's ("ILIAC") Form 10-K filed with the SEC on March 30, 2001
              (File No. 033-23376).

        (b)   Employee Benefits Agreement, dated as of December 13, 2000,
              between Aetna Inc., renamed Lion, and Aetna U.S. Healthcare Inc.,
              renamed Aetna Inc., incorporated by reference to ILIAC's Form 10-K
              filed with the SEC on March 30, 2001 (File No. 033-23376).

        (c)   Tax Sharing Agreement, dated as of December 13, 2000, among Aetna
              Inc., renamed Lion, Aetna U.S. Healthcare, renamed Aetna Inc., and
              ING America Insurance Holdings, Inc., incorporated by reference to
              ILIAC's Form 10-K filed with the SEC on March 30, 2001 (File No.
              033-23376).

        (d)   Lease Agreement, dated as of December 13, 2000 between the Aetna
              Life Insurance Company and ILIAC, incorporated by reference to
              ILIAC's Form 10-K filed with the SEC on March 30, 2001 (File No.
              033-23376).

        (e)   Real Estate Services Agreement, dated as of December 13, 2000,
              between Aetna Inc. and ILIAC, incorporated by reference to ILIAC's
              Form 10-K filed with the SEC on March 30, 2001 (File No.
              033-23376).

        (f)   Tax Sharing Agreement between IICA and ILIAC, effective January 1,
              2001, incorporated by reference to IICA's Form 10-K filed with the
              SEC on March 29, 2004 (File No. 033-81010).

        (g)   Tax Sharing Agreement between IICA, ING America Insurance
              Holdings, Inc. and affiliated companies, effective January 1,
              2001, incorporated by reference to IICA's Form 10-K filed with the
              SEC on March 29, 2004 (File No. 033-81010).

        (h)   Investment Advisory Agreement between IICA and ING Investment
              Management LLC, effective March 31, 2001, incorporated by
              reference to IICA's Form 10-K filed with the SEC on March 29, 2004
              (File No. 033-81010).

        (i)   Services Agreement between IICA and the affiliated companies
              listed on Exhibit B to the Agreement, dated January 1, 2001, as
              amended effective January 1, 2002, incorporated by reference to
              IICA's Form 10-K filed with the SEC on March 29, 2004 (File No.
              033-81010).

        (j)   Service Agreement between IICA and ING North America Insurance
              Corporation, effective January 1, 2001, incorporated by reference
              to IICA's Form 10-K filed with the SEC on March 29, 2004 (File No.
              033-81010).

        (k)   Investment Advisory Agreement between IICA and ING Investment
              Management LLC, dated March 31, 2001, as amended effective January
              1, 2003, incorporated by reference to IICA's Form 10-K filed with
              the SEC on March 29, 2004 (File No. 033-81010).

        (l)   Amendment to Investment Advisory Agreement between IICA and ING
              Investment Management LLC, effective August 26, 2003, incorporated
              by reference to IICA's Form 10-K filed with the SEC on March 29,
              2004 (File No. 033-81010).

        (m)   Principal Underwriting Agreement between Aetna Insurance Company
              of America (now ING Insurance Company of America ("IICA" or
              "Registrant")) and Aetna Investment Services, LLC

                                       63
<Page>

              (now ING Financial Advisers, LLC) effective as of November 17,
              2002, incorporated by reference to Post-Effective Amendment No. 2
              to Registration Statement on Form N-4, filed with the Securities
              and Exchange Commission ("SEC") on December 13, 2000 (File No.
              333-87131).

     14.    ING Code of Ethics for Financial Professionals, incorporated by
            reference to IICA's Form 10-K filed with the SEC on March 29, 2004
            (File No. 033-81010).

     31.1   Certificate of David A. Wheat pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

     31.2   Certificate of Brian D. Comer pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

     32.1   Certificate of David A. Wheat pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.

     32.2   Certificate of Brian D. Comer pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.

                                       64
<Page>

                     INDEX TO FINANCIAL STATEMENT SCHEDULES

<Table>
<Caption>
                                                                                                 PAGE
                                                                                                 ----
    <S>                                                                                           <C>
    Report of Independent Registered Public Accounting Firm                                       67

    I.   Summary of Investments-Other than Investments in Affiliates as of December
           31, 2004                                                                               68
</Table>

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

                                       65
<Page>

             Report of Independent Registered Public Accounting Firm

The Board of Directors
ING Insurance Company of America

We have audited the financial statements of ING Insurance Company of America as
of December 31, 2004 and 2003, and for each of the three years in the period
ended December 31, 2004, and have issued our report thereon dated March 31,
2005. Our audits also included the financial statement schedule listed in Item
15. This schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.


                                                           /s/ Ernst & Young LLP


Atlanta, Georgia
March 31, 2005

                                       66
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

                                    SCHEDULE I
          Summary of Investments--Other than Investments in Affiliates
                             As of December 31, 2004
                                  (In Millions)

<Table>
<Caption>
                                                                                                            AMOUNT
                                                                                                           SHOWN ON
                          TYPE OF INVESTMENT                                  COST           VALUE*      BALANCE SHEET
                          ------------------                             -------------   -------------   -------------
     <S>                                                                 <C>             <C>             <C>
     Fixed maturities:
       U.S. government and government agencies and authorities           $        47.2   $        47.0   $        47.0
       U.S. corporate securities                                                  74.1            76.5            76.5
       Foreign securities(1)                                                       6.6             7.1             7.1
       Mortgage-backed securities                                                 30.6            30.4            30.4
       Commercial mortgage-backed securities                                       9.2             9.6             9.6
       Other asset-backed securities                                              14.2            14.6            14.6
                                                                         -------------   -------------   -------------
         Total investments                                               $       181.9   $       185.2   $       185.2
                                                                         =============   =============   =============
</Table>

  *  See Notes 3 and 4 of Notes to Financial Statements.

(1)  The term "foreign" includes foreign governments, foreign political
     subdivisions, foreign public utilities and all other bonds of foreign
     issuers. Substantially all of the Company's foreign securities are
     denominated in U.S. dollars.

                                       67
<Page>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                               ING INSURANCE COMPANY OF AMERICA
                                         (Registrant)

(Date)  March 28, 2005       By /s/ David A. Wheat
        --------------         -------------------
                               David A. Wheat
                               Director, Senior Vice President and
                                 Chief Financial Officer
                               (Duly Authorized Officer and Principal Financial
                                 Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on or before March 28, 2005.

<Table>
<Caption>
         SIGNATURES                           TITLE
<S>                            <C>
/s/ David A. Wheat
----------------------------
David A. Wheat                 Director, Senior Vice President and
                               Chief Financial Officer


/s/ Brian D. Comer
----------------------------
Brian D. Comer                 President


/s/ Catherine H. Smith
----------------------------
Catherine H. Smith             Director


/s/ Thomas J. McInerney
----------------------------
Thomas J. McInerney            Director and Chairman


/s/ Jacques de Vaucleroy
----------------------------
Jacques de Vaucleroy           Director and Senior Vice President


/s/ Kathleen A. Murphy
----------------------------
Kathleen A. Murphy             Director

/s/ Roger W. Fisher
----------------------------
Roger W. Fisher                Vice President and Chief Accounting Officer
</Table>

                                       68
<Page>

                                                                    EXHIBIT 31.1

                                  CERTIFICATION

I, David A. Wheat, certify that:

1.   I have reviewed this annual report on Form 10-K of ING Insurance Company of
     America;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.

Date:     March 28, 2005
          ---------------------------

By        /s/ David A. Wheat
          ----------------------------------------------------
          David A. Wheat
          Director, Senior Vice President and Chief Financial Officer
          (Duly Authorized Officer and Principal Financial Officer)

                                       69
<Page>

                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, Brian D. Comer, certify that:

2.   I have reviewed this annual report on Form 10-K of ING Insurance Company of
     America;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.

Date:     March 28, 2005
          ---------------------------

By        /s/ Brian D. Comer
          --------------------------------------------
          Brian D. Comer
          President
          (Duly Authorized Officer and Principal Officer)

                                       70
<Page>

                                                                    EXHIBIT 32.1

                                  CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of ING Insurance
Company of America (the "Company") hereby certifies that, to the officer's
knowledge, the Company's Annual Report on Form 10-K for the year ended December
31, 2004 (the "Report") fully complies with the requirements of Section 13 or
15(d), as applicable, of the Securities Exchange Act of 1934 and that the
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.


Date March 28, 2005
     ---------------                By /s/  David A. Wheat
                                      --------------------
                                      David A. Wheat
                                      Director, Senior Vice President and
                                        Chief Financial Officer

                                       71
<Page>

                                                                    EXHIBIT 32.2

                                  CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of ING Insurance
Company of America (the "Company") hereby certifies that, to the officer's
knowledge, the Company's Annual Report on Form 10-K for the year ended December
31, 2004 (the "Report") fully complies with the requirements of Section 13 or
15(d), as applicable, of the Securities Exchange Act of 1934 and that the
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.


Date   March 28, 2005
       ---------------              By /s/ Brian D. Comer
                                      -------------------
                                      Brian D. Comer
                                      President

                                       72

<PAGE>


                           PART II

           INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution

Not Applicable

Item 15.   Indemnification of Directors and Officers

Florida Statutes chapter 607.0850 governs the indemnification of officers,
directors, employees and agents of a Florida corporation. Section 607.0850(1)
provides that a corporation shall have power to indemnify a person who was or is
a party to a proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that the person who is or was a director,
officer, employee or agent of the corporation (or in certain other defined
circumstances) against liability (defined as obligations to pay a judgment,
settlement, penalty, fine, including an excise tax assessed with respect to any
employee benefit plan, and expenses actually and reasonably incurred with
respect to the proceeding). Section 607.0850(2) provides that a corporation may
indemnify a person who was or is a party to any proceeding by or in the right of
the corporation to procure a judgment in its favor by reason that the person is
or was connected to the corporation as noted in subsection (1) against expenses
and amounts paid in settlement not exceeding, in the judgment of the board of
directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal. Indemnification under both subsection (1)
and (2) is subject to a determination that the person seeking indemnification
has met the standard of conduct set forth in the applicable subsection. However,
pursuant to section 607.0850(3), to the extent that the person seeking
indemnification has been successful on the merits or otherwise in defense of any
proceeding, claim or issue referred to in subsection (1) or (2), that person
shall be indemnified against expenses that he or she actually and reasonably
incurred. Expenses incurred by an officer or director in defending any civil or
criminal proceeding may be paid in advance of the final disposition of the
proceeding, provided that such person undertakes to repay any such amount if he
or she is ultimately found not to be entitled to indemnification pursuant to
section 607.0850. Expenses incurred by other employees and agents may be
advanced upon such terms and conditions deemed appropriate by the board of
directors.

Section 607.0850(4) provides that any indemnification under subsection (1) or
(2), unless made pursuant to a determination by a court, shall be made by the
corporation only as authorized in the specific case upon a determination that
that indemnification is proper in the circumstances because the party has met
the applicable standard of conduct set forth in subsection (1) or (2). Such
determination may be made (a) by the disinterested directors, pursuant to
section 607.0850(4)(a); (b) by a committee duly designated by the board of
directors, pursuant to section 607.0850(4)(b); (c) by independent legal counsel,
pursuant to section 607.0850(4)(c); or (d) by the shareholders, pursuant to
section 607.0850(4)(d). The reasonableness of expenses and authorization of
indemnification shall be made in the same manner, except as otherwise required
by section 607.0850(5).

The indemnification and advancement of expenses provisions of section 607.0850
are not exclusive, and a corporation may make other or further provisions for
the indemnification or advancement of expenses of parties identified in section
607.0850(1), except as otherwise prohibited by section 607.0850(7).
Indemnification and advancement of expenses may also be ordered by a court of
competent jurisdiction, pursuant to section 607.0850(9). Section 607.0850(12)
specifically authorizes a corporation to procure indemnification insurance on
behalf of an individual who was a director, officer, employee or agent of the
corporation. Consistent with this statute, ING Groep N.V. maintains an umbrella
insurance policy with an international insurer to cover errors and omissions,
directors and officers, employment practices, fiduciary and fidelity. The policy
covers ING Groep N.V. and any company in which ING Groep N.V. has controlling
interest of 50% or more. This would encompass the principal and underwriter as
well as the depositor.

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

Item 16.   Exhibits

Exhibit No.

      (1)  Principal Underwriting Agreement between Aetna Insurance Company of
           America and Aetna Investment Services, LLC o Incorporated by
           reference to Post-Effective Amendment No. 2 to Registration Statement
           on Form N-4 (File No. 333-87131), as filed on December 13, 2000.

      (4)  Instruments Defining the Rights of Security Holders

           (a)   Group Annuity Contract (Form No. G2-MGA-95) o Incorporated by
                 reference to Registration Statement on Form S-2 (File No.
                 33-63657), as filed on October 25, 1995.

           (b)   Individual Annuity Contract (Form No. I2-MGA-95) o Incorporated
                 by reference to Pre-Effective Amendment No. 3 to Registration
                 Statement on Form S-2 (File No. 33-63657), as filed on January
                 17, 1996.

           (c)   Certificate (G2CC-MGA-95) to Group Annuity Contract Form No.
                 G-MGA-95 o Incorporated by reference to Post-Effective
                 Amendment No. 3 to Registration Statement on Form S-2 (File No.
                 33-63657), as filed on November 24, 1997.

           (d)   Endorsement (E2-MGAIRA-95-2) to Group Annuity Contract Form No.

                 G2-MGA-95 and Certificate No. G2CC-MGA-95 o Incorporated by
                 reference to Post-Effective Amendment No. 3 to Registration
                 Statement on Form S-2 (File No. 33-63657), as filed on November
                 24, 1997.

           (e) Endorsement (E2-MGAROTH-97) to Group Annuity Contract Form No.

                 G2-MGA-95 and Certificate No. G2CC-MGA-95 o Incorporated by
                 reference to Post-Effective Amendment No. 3 to Registration
                 Statement on Form S-2 (File No. 33-63657), as filed on November
                 24, 1997.

      (5)  Opinion re Legality

      (10) Material contracts are listed under exhibit 10 in the Company's Form
           10-K for the fiscal year ended December 31, 2004 (File No. 33-81010),
           as filed with the Commission on March 31, 2005. Each of the exhibits
           so listed is incorporated by reference as indicated in the Form 10-K

      (13) ING Insurance Company of America Form 10-K for the fiscal year ended
           December 31, 2004

      (23)(a) Consent of Independent Registered Public Accounting Firm

          (b) Consent of Legal Counsel (included in Exhibit (5) above)

      (24)(a) Powers of Attorney o Incorporated herein by reference to
              Registration Statement on Form S-2 for ING Insurance Company
              of America Guaranteed Account, as filed with the Securities and
              Exchange Commission on April 7, 2005 (File Nos. 333-49581).

          (b) Certificate of Resolution Authorizing Signature by Power of
              Attorney o Incorporated by reference to Registration Statement
              on Form N-4 (File No. 33-59749), as filed on June 1, 1995.

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

Item 17.   Undertakings

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

     (a) Rule 415 offerings:

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

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

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

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

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

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

     (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.

Item 18.   Financial Statements and Schedules

Not Applicable


<PAGE>



                                   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-2 and has duly caused this Post-Effective
Amendment No. 14 to the Registration Statement on Form S-2 (File No. 33-63657)
to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of West Chester, Commonwealth of Pennsylvania, on this 7th day of April,
2005.

                                             ING INSURANCE COMPANY OF AMERICA
                                             (REGISTRANT)

                                             By: Brian Comer*

                                                 ------------------------------
                                                 Brian Comer
                                                 President
                                                 principal executive officer

By:  /s/  Linda E. Senker
     ------------------------
     Linda E. Senker
     Counsel of Registrant


Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 14 to Registration Statement on Form S-2 has been signed by the
following persons in the capacities and on the dates indicated.

Signature                    Title                                  Date

Brian Comer*             President                              )
--------------------                                            )
Brian Comer              (principal executive officer)          )
                                                                )
Thomas J. McInerney*     Director                               )  April
--------------------                                            )  7, 2005
Thomas J. McInerney                                             )
                                                                )
Kathleen A. Murphy*      Director                               )
--------------------                                            )
Kathleen A. Murphy                                              )
                                                                )
Jacques de Vaucleroy*    Director                               )
--------------------                                            )
Jacques de Vaucleroy                                            )
                                                                )
David Wheat*             Director and Chief Financial Officer   )
--------------------                                            )
David Wheat                                                     )
                                                                )
Roger Fisher*            Chief Accounting Officer               )
--------------------                                            )
Roger Fisher                                                    )



By: /s/ Linda E. Senker
    -------------------------------------
    Linda E. Senker
    Counsel of Registrant

* Executed by Linda E. Senker on behalf of those indicated pursuant
to Power of Attorney.

<PAGE>



                                  EXHIBIT INDEX

Exhibit No.   Exhibit

16(5)         Opinion re Legality                                        EX-5

16(13)        ING Insurance Company of America Form 10-K for the
              fiscal year ended December 31, 2004                        **

16(23)(a)     Consent of Independent Registered Public Accounting Firm   EX-23.A

16(23)(b)     Opinion and Consent of Legal Counsel                       *


*Included in Exhibit 16(5) above
**Filed as Module No. IICA_10K-1204
</TEXT>
</DOCUMENT>
jasopin.txt OPINION OF COUNSEL
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>jasopin.txt
<DESCRIPTION>OPINION OF COUNSEL
<TEXT>

ING

JAMES A. SHUCHART
Counsel


April 7, 2005

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

Gentlemen:

In my capacity as Counsel of ING Insurance Company of America,
a Florida domiciled corporation ("Company"), I have supervised the
preparation of the registration statement for the Deferred Modified
Guaranteed Annuity Contract ("Contract") to be filed by the Company
with the Securities and Exchange Commission under the Securities
Act of 1933.

I am of the following opinion:

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

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

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

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

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

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

 Sincerely,


/s/James A. Shuchart
---------------------

1475 Dunwoody Drive                                           Tel: 610-425-3563
West Chester, PA  19380-1478                                  Fax: 610-425-3520
</TEXT>
</DOCUMENT>
eyconsent.txt E&Y CONSENT
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>3
<FILENAME>eyconsent.txt
<DESCRIPTION>E&Y CONSENT
<TEXT>

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

We consent to the reference to our firm under the caption "Experts" and to the
inclusion and incorporation by reference in Post-Effective Amendment No. 14 to
the Registration Statement (Form S-2 No. 33-63657) and related prospectus of our
reports dated March 31, 2005, with respect to the financial statements and
schedules of ING Insurance Company of America as of December 31, 2004 and 2003
and for each of the three years in the period ended December 31, 2004, included
in its Annual Report (Form 10-K) for the year ended December 31, 2004, filed
with the Securities and Exchange Commission.

                                                     /s/ Ernst & Young LLP

Atlanta, Georgia
April 6, 2005
</TEXT>
</DOCUMENT>
Additional Files
FileSequenceDescriptionTypeSize
0000836687-05-000146.txt   Complete submission text file   384166

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