Form POS AM Voya Retirement Insurance & Annuity Co

POS AM - Post-Effective amendments for registration statement

Published: 2003-04-15 18:26:21
Submitted: 2003-04-16
s-2guaranteed.txt REGISTRATION STATEMENT
<DOCUMENT>
<TYPE>POS AM
<SEQUENCE>1
<FILENAME>s-2guaranteed.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
As filed with the Securities and Exchange             Registration No. 333-49581
Commission on April 15, 2003
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 9
                                       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

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--------------------------------------------------------------------------------

 CC: Linda E. Senker, Counsel      CC: Kimberly J. Smith, Chief Counsel
          ING Americas                         ING Americas
        Legal Department                     Legal Department
      1475 Dunwoody Drive                   1475 Dunwoody rive
     West Chester, PA 19308               West Chester, PA 19308
          (610-425-4139)                     (610-425-3427)

(NAME, ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT
                  FOR SERVICE)
--------------------------------------------------------------------------------


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The annuities covered by this registration  statement are to be issued from time
to time after the effective date of this registration statement.

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

If the  registrant  elects to  deliver  its  latest  annual  report to  security
holders, or a complete and legible 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, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ] _______________

If this form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration 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 the delivery of the  prospectus  is expected to be made pursuant to Rule 434,
please check the following box. [ ]


<PAGE>

                      IICA GUARANTEED ACCOUNT - MAY 1, 2003
--------------------------------------------------------------------------------

INTRODUCTION

The IICA Guaranteed Account (the Guaranteed Account) is a fixed interest option
available during the accumulation phase of certain variable annuity contracts
issued by ING Insurance Company of America (the Company, we, us, our) (formerly
known as Aetna Insurance Company of America). Read this prospectus carefully
before investing in the Guaranteed Account and save it for future reference.

GENERAL DESCRIPTION

The Guaranteed Account offers investors an opportunity to earn specified
guaranteed rates of interest for specified periods of time, called guaranteed
terms. We generally offer several guaranteed terms at any one time for those
considering investing in the Guaranteed Account. Each guaranteed term offers a
guaranteed interest rate for investments that remain in the Guaranteed Account
for the duration of the specific guaranteed term. The guaranteed term
establishes both the length of time for which we agree to credit a guaranteed
interest rate and how long your investment must remain in the Guaranteed Account
in order to receive the guaranteed interest rate.

We guarantee both principal and interest if, and only if, your investment
remains invested for the full guaranteed term. Charges related to the contract,
such as a maintenance fee or early withdrawal charge, may still apply even if
you do not withdraw until the end of a guaranteed term. INVESTMENTS TAKEN OUT OF
THE GUARANTEED ACCOUNT PRIOR TO THE END OF A GUARANTEED TERM MAY BE SUBJECT TO A
MARKET VALUE ADJUSTMENT WHICH MAY RESULT IN AN INVESTMENT GAIN OR LOSS. SEE
"MARKET VALUE ADJUSTMENT (MVA)."

This prospectus will explain:

>    Guaranteed interest rates and guaranteed terms;

>    Contributions to the Guaranteed Account;

>    Types of investments available;

>    How rates are offered;

>    How there can be an investment risk and how we calculate gain or loss;

>    Contract charges that can affect your account value in the Guaranteed
     Account;

>    Taking investments out of the Guaranteed Account; and

>    How to reinvest or withdraw at maturity.

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 or jurisdiction
that does not permit their sale. We have not authorized anyone to provide you
with information that is different than that contained in this prospectus. The
Guaranteed Account is not a deposit with, obligation of or guaranteed or
endorsed by any bank, nor is it insured by the FDIC. These contracts are not
offered for sale in the State of New York.

        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                               1-800-366-0066
         (813) 261-9582

IICA Guaranteed Account - 126066

<PAGE>

                                TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                                            PAGE

SUMMARY

DESCRIPTION OF THE GUARANTEED ACCOUNT
General, Contributions to the Guaranteed Account, Deposit Period,
Guaranteed Terms, Guaranteed Interest Rates,
Maturity Value Transfer Provision

TRANSFERS

WITHDRAWALS
Deferral of Payments, Reinstatement Privilege

MARKET VALUE ADJUSTMENT (MVA)
Calculation of the MVA, Deposit Period Yield, Current Yield, MVA Formula

CONTRACT CHARGES

OTHER TOPICS
The Company - Income Phase - Investments - Distribution of
Contracts - Taxation - Experts - Legal Matters - Further
Information - Incorporation of Certain Documents by
Reference - Inquiries

APPENDIX I - EXAMPLES OF MARKET VALUE ADJUSTMENT CALCULATIONS

APPENDIX II - EXAMPLES OF MARKET VALUE ADJUSTMENT YIELDS

IICA Guaranteed Account - 126066

                                       2
<PAGE>

SUMMARY
--------------------------------------------------------------------------------

The Guaranteed Account is a fixed interest option that may be available during
the accumulation phase of your variable annuity contract. The following is a
summary of certain facts about the Guaranteed Account.

IN GENERAL. Amounts that you invest in the Guaranteed Account will earn a
guaranteed interest rate if left in the Guaranteed Account for a specified
period of time (the guaranteed term). You must invest amounts in the Guaranteed
Account for the full guaranteed term in order to receive the quoted guaranteed
interest rate. If you withdraw or transfer those amounts before the end of the
guaranteed term, we may apply a "market value adjustment," which may be positive
or negative.

DEPOSIT PERIODS. A deposit period is the time during which we offer a specific
guaranteed interest rate if you deposit dollars for a specific guaranteed term.
For a particular guaranteed interest rate and guaranteed term to apply to your
account dollars, you must invest them during the deposit period in which that
rate and term are offered.

GUARANTEED TERMS. A guaranteed term is the period of time account dollars must
be left in the Guaranteed Account in order to earn the guaranteed interest rate
specified for that guaranteed term. We offer different guaranteed terms at
different times. We may also offer more than one guaranteed term of the same
duration with different guaranteed interest rates. Check with your sales
representative or the Company to learn the details about the guaranteed term(s)
currently offered. We reserve the right to limit the number of guaranteed terms
or the availability of certain guaranteed terms.

GUARANTEED INTEREST RATES. We guarantee different interest rates, depending upon
when account dollars are invested in the Guaranteed Account. For guaranteed
terms one year or longer, we may offer different rates for specified time
periods within a guaranteed term. The interest rate we guarantee is an annual
effective yield; that means that the rate reflects a full year's interest. We
credit interest at a rate that will provide the guaranteed annual effective
yield over one year. The guaranteed interest rate(s) is guaranteed for that
deposit period and for the length of the guaranteed term.

The guaranteed interest rates we offer will always meet or exceed the minimum
interest rates agreed to in the contract. Apart from meeting the contractual
minimum interest rates, we cannot guarantee any aspect of future offerings.

FEES AND OTHER DEDUCTIONS. We do not make deductions from amounts in the
Guaranteed Account to cover mortality and expense risks. We consider these risks
when determining the credited rate. The following other types of charges may be
deducted from amounts held in, withdrawn or transferred from the Guaranteed
Account:

>    Market Value Adjustment (MVA). An MVA may be applied to amounts transferred
     or withdrawn prior to the end of a guaranteed term, which reflects changes
     in interest rates since the deposit period. The MVA may be positive or
     negative and therefore may increase or decrease the amount withdrawn to
     satisfy a transfer or withdrawal request. See "Market Value Adjustment
     (MVA)."

>    Tax Penalties and/or Tax Withholding. Amounts withdrawn may be subject to
     withholding for federal income taxes, as well as a 10% penalty tax for
     amounts

[sidebar]

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

ING
P.O. Box 9271
Des Moines, IA 50306-9271
1-800-366-0066

[end sidebar]

IICA Guaranteed Account - 126066

                                       3
<PAGE>

[sidebar]

CONTRACT HOLDER (YOU/YOUR)-- The contract holder of an individually owned
contract or the certificate holder of a group contract.

[end sidebar]

     withdrawn prior to your having attained age 59 1/2. See "Taxation"; see
     also the "Taxation" section of the contract prospectus.

>    Early Withdrawal Charge. An early withdrawal charge, which is a deferred
     sales charge, may apply to amounts withdrawn from the contract, in order to
     reimburse us for some of the sales and administrative expenses associated
     with the contract. See "Contract Charges"; see also the "Fees" section of
     the contract prospectus.

>    Maintenance Fee. A maintenance fee of up to $30 may be deducted, on an
     annual basis, pro rata from all funding options including the Guaranteed
     Account. See "Contract Charges"; see also the "Fees" section of the
     contract prospectus.

>    Transfer Fees. During the accumulation phase, transfer fees of up to $10
     per transfer may be deducted from amounts held in or transferred from the
     Guaranteed Account. See "Contract Charges"; see also the "Fees" section of
     the contract prospectus.

>    Premium Taxes. We may deduct a charge for premium taxes of up to 4% from
     amounts in the Guaranteed Account. See "Contract Charges"; see also the
     "Fees" section of the contract prospectus.

MARKET VALUE ADJUSTMENT (MVA). If you withdraw or transfer your account value
from the Guaranteed Account before a guaranteed term is complete, 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 deposit. The MVA may be positive or negative
depending upon interest rate activity at the time of withdrawal or transfer.

An MVA will not apply to:

>    Amounts transferred or withdrawn at the end of a guaranteed term;

>    Transactions made under the maturity value transfer provision;

>    Transfers due to participation in the dollar cost averaging program (see
     "Market Value Adjustment" for certain restrictions);

>    Amounts distributed under a systematic distribution option (see "Systematic
     Distribution Options" in the contract prospectus);

>    Withdrawals for minimum distributions required by the Internal Revenue Code
     of 1986, as amended (Tax Code), and for which the early withdrawal charge
     is waived; and

>    Withdrawals due to your exercise of the right to cancel your contract. See
     the "Right to Cancel" section of the contract prospectus.

MVAs applied to withdrawals or transfers from the Guaranteed Account will be
calculated as an "aggregate MVA," which is the sum of all MVAs applicable due to
the withdrawal (see sidebar in "Market Value Adjustment (MVA)" section of this
prospectus for an example of the calculation of the aggregate MVA). The
following withdrawals will be subject to an aggregate MVA only if it is
positive:

>    Withdrawals due to the election of a lifetime income option; and

>    Unless otherwise noted, payment of a guaranteed death benefit (if paid
     within the first six months following death).

All other withdrawals will be subject to an aggregate MVA, regardless of whether
it is positive or negative, including:

>    Withdrawals due to the election of a nonlifetime income option;

IICA Guaranteed Account - 126066

                                       4
<PAGE>

>    Payment of a guaranteed death benefit due to the death of a spousal
     beneficiary or a joint contract holder who continued the account in his or
     her name after the death of the other joint contract holder;

>    Payment of a guaranteed death benefit more than six months after the date
     of death; and

>    Full or partial withdrawals during the accumulation phase (an MVA may not
     apply in certain situations, as noted above).

See "Description of the Guaranteed Account" and "Market Value Adjustment (MVA)."

MATURITY OF A GUARANTEED TERM. On or before the end of a guaranteed term, you
may instruct us to:

>    Transfer the matured amount to one or more new guaranteed terms available
     under the current deposit period;

>    Transfer the matured amount to other available investment options; or

>    Withdraw the matured amount.

Amounts withdrawn may be subject to an early withdrawal charge, a maintenance
fee, tax withholding and, if you are under age 59 1/2, tax penalties. See
"Contract Charges"; see also the "Fees" and "Taxation" sections of the contract
prospectus.

When a guaranteed term ends, if we have not received instructions from you, we
will automatically reinvest the maturing investment into a new guaranteed term
of similar length (see "Maturity of a Guaranteed Term" and "Maturity Value
Transfer Provision"). If the same guaranteed term is no longer available, the
next shortest guaranteed term available in the current deposit period will be
used. If no shorter guaranteed term is available, the next longest guaranteed
term will be used.

If you do not provide instructions concerning the maturing amount on or before
the end of a guaranteed term, and this amount is automatically reinvested as
noted above, the maturity value transfer provision will apply.

MATURITY VALUE TRANSFER PROVISION. This provision allows transfers or
withdrawals of amounts automatically reinvested at the end of a guaranteed term
without an MVA, if the transfer or withdrawal occurs during the calendar month
immediately following a guaranteed term maturity date. As described in "Fees and
Other Deductions" above, other fees, including an early withdrawal charge and a
maintenance fee, may be assessed on amounts withdrawn. See "Maturity Value
Transfer Provision."

TRANSFER OF ACCOUNT DOLLARS. Generally, account dollars invested in the
Guaranteed Account may be transferred among guaranteed terms offered through the
Guaranteed Account and/or to other investment options offered through the
contract. However:

>    Transfers may not be made during the deposit period in which your account
     dollars are invested in the Guaranteed Account or for 90 days after the
     close of that deposit period; and

>    We may apply an MVA to transfers made before the end of a guaranteed term.

INVESTMENTS. Guaranteed interest rates credited during any guaranteed term do
not necessarily relate to investment performance. Deposits received into the
Guaranteed Account will generally be invested in federal, state and municipal
obligations,

IICA Guaranteed Account - 126066

                                       5
<PAGE>

corporate bonds, preferred stocks, real estate mortgages, real estate, certain
other fixed income investments and cash or cash equivalents. All of our general
assets are available to meet guarantees under the Guaranteed Account.

Amounts allocated to the Guaranteed Account are held in a nonunitized separate
account established by the Company under Florida law. Prior to January 5, 2000,
these amounts were held in a nonunitized separate account established by the
Company under Connecticut law. To the extent provided for in the contract,
assets of the separate account are not chargeable with liabilities arising out
of any other business that we conduct. See "Investments."

NOTIFICATION OF MATURITY. We will notify you at least 18 calendar days prior to
the maturity of a guaranteed term. We will include information relating to the
current deposit period's guaranteed interest rates and the available guaranteed
terms. You may obtain information concerning available deposit periods,
guaranteed interest rates and guaranteed terms by telephone (1-800-262-3862).
See "Description of the IICA Guaranteed Account--General" and "Maturity of a
Guaranteed Term."

DESCRIPTION OF THE GUARANTEED ACCOUNT
--------------------------------------------------------------------------------

GENERAL

The Guaranteed Account offers guaranteed interest rates for specific guaranteed
terms. For a particular guaranteed interest rate and guaranteed term to apply to
your account dollars, you must invest them during the deposit period in which
that rate and term are offered. For guaranteed terms of one year or longer, we
may offer different interest rates for specified time periods within a
guaranteed term. We may also offer more than one guaranteed term of the same
duration with different guaranteed interest rates.

An MVA may be applied to any values withdrawn or transferred from a guaranteed
term prior to the end of that guaranteed term, except for amounts transferred
under the maturity value transfer provision, amounts transferred under the
dollar cost averaging program, amounts withdrawn under a systematic distribution
option, amounts withdrawn for minimum distributions required by the Tax Code and
withdrawals due to your exercise of the right to cancel your contract.

MVAs applied to withdrawals or transfers from the Guaranteed Account will be
calculated as an "aggregate MVA," which is the sum of all MVAs applicable due to
the withdrawal (see sidebar in "Market Value Adjustment (MVA)" section of this
prospectus for an example of the calculation of the aggregate MVA). The
following withdrawals will be subject to an aggregate MVA only if it is
positive:

>    Withdrawals due to the election of a lifetime income option; and

>    Unless otherwise noted, payment of a guaranteed death benefit (if paid
     within the first six months following death).

All other withdrawals will be subject to an aggregate MVA, regardless of whether
it is positive or negative, including:

IICA Guaranteed Account - 126066

                                       6
<PAGE>

>    Withdrawals due to the election of a nonlifetime income option;

>    Payment of a guaranteed death benefit due to the death of a spousal
     beneficiary or a joint contract holder who continued the account in his or
     her name after the death of the other joint contract holder;

>    Payment of a guaranteed death benefit more than six months after the date
     of death; and

>    Full or partial withdrawals during the accumulation phase (an MVA may not
     apply in certain situations, see "Market Value Adjustment (MVA)").

We maintain a toll-free telephone number for those wishing to obtain information
concerning available deposit periods, guaranteed interest rates and guaranteed
terms. The telephone number is 1-800-262-3862. At least 18 calendar days before
a guaranteed term matures we will notify you of the upcoming deposit period
dates and information on the current guaranteed interest rates, guaranteed terms
and projected matured guaranteed term values.

CONTRIBUTIONS TO THE GUARANTEED ACCOUNT

You may invest in the guaranteed terms available in the current deposit period
by allocating new payments to the Guaranteed Account or by transferring a sum
from other funding options available under the contract or from other guaranteed
terms of the Guaranteed Account, subject to the transfer limitations described
in the contract. We may limit the number of guaranteed terms you may select.
Currently, if the dollar cost averaging program is in effect in a guaranteed
term and you wish to add an additional deposit to be dollar cost averaged, all
amounts to be dollar cost averaged will be combined and the dollar cost
averaging amount will be recalculated. This will affect the duration of amounts
in the guaranteed term.

Although there is currently no limit, we reserve the right to limit the total
number of investment options you may select at any one time during the life of
the contract. For purposes of determining any limit, each guaranteed term counts
as one investment option. Although we may require a minimum payment(s) to a
contract, we do not require a minimum investment for a guaranteed term. Refer to
the contract prospectus. There is a $500 minimum for transfers from other
funding options.

Investments may not be transferred from a guaranteed term during the deposit
period in which the investment is applied or during the first 90 days after the
close of the deposit period. This restriction does not apply to amounts
transferred or withdrawn under the maturity value transfer provision, to amounts
transferred under the dollar cost averaging program or, in some situations,
withdrawn because you discontinued the dollar cost averaging program or to
amounts distributed under a systematic distribution option. See "Maturity Value
Transfer Provision" and "Transfers."

DEPOSIT PERIOD

The deposit period is the period of time during which you may direct investments
to a particular guaranteed term(s) and receive a stipulated guaranteed interest
rate(s). Each deposit period may be a month, a calendar quarter or any other
period of time we specify.

IICA Guaranteed Account - 126066

                                       7
<PAGE>

GUARANTEED TERMS

A guaranteed term is the time we specify during which we credit the guaranteed
interest rate. We offer guaranteed terms at our discretion for various periods
ranging up to and including ten years. We may limit the number of guaranteed
terms you may select and may require enrollment in the dollar cost averaging
program.

GUARANTEED INTEREST RATES

Guaranteed interest rates are the rates that we guarantee will be credited on
amounts applied during a deposit period for a specific guaranteed term. We may
offer different guaranteed interest rates on guaranteed terms of the same
duration. Guaranteed interest rates are annual effective yields, reflecting a
full year's interest. We credit interest at a rate that will provide the
guaranteed annual effective yield over one year. Guaranteed interest rates are
credited according to the length of the guaranteed term as follows:

GUARANTEED TERMS OF ONE YEAR OR LESS. The guaranteed interest rate is credited
from the date of deposit to the last day of the guaranteed term.

GUARANTEED TERMS OF GREATER THAN ONE YEAR. Several different guaranteed interest
rates may be applicable during a guaranteed term of more than one year. The
initial guaranteed interest rate is credited from the date of deposit to the end
of a specified period within the guaranteed term. We may credit several
different guaranteed interest rates for subsequent specific periods of time
within the guaranteed term. For example, for a five-year guaranteed term we may
guarantee 7% for the first year, 6.75% for the next two years and 6.5% for the
remaining two years. We reserve the right, however, to apply one guaranteed
interest rate for an entire guaranteed term.

We will not guarantee or credit a guaranteed interest rate below the minimum
rate specified in the contract, nor will we credit interest at a rate above the
guaranteed interest rate we announce prior to the start of a deposit period. Our
guaranteed interest rates are influenced by, but do not necessarily correspond
to, interest rates available on fixed income investments we may buy using
deposits directed to the Guaranteed Account (see "Investments"). We consider
other factors when determining guaranteed interest rates including regulatory
and tax requirements, sales commissions and administrative expenses borne by the
Company, general economic trends and competitive factors. WE MAKE THE FINAL
DETERMINATION REGARDING GUARANTEED INTEREST RATES. WE CANNOT PREDICT THE LEVEL
OF FUTURE GUARANTEED INTEREST RATES.

MATURITY OF A GUARANTEED TERM. At least 18 calendar days prior to the maturity
of a guaranteed term we will notify you of the upcoming deposit period, the
projected value of the amount maturing at the end of the guaranteed term and the
guaranteed interest rate(s) and guaranteed term(s) available for the current
deposit period.

When a guaranteed term matures, the amounts in any maturing guaranteed term may
be:

>    Transferred to a new guaranteed term(s), if available under the contract;

>    Transferred to any of the allowable investment options available under the
     contract; or

>    Withdrawn from the contract.

IICA Guaranteed Account - 126066

                                       8
<PAGE>

We do not apply an MVA to amounts transferred or withdrawn from a guaranteed
term on the date the guaranteed term matures. Amounts withdrawn, however, may be
subject to an early withdrawal charge, a maintenance fee, taxation and, if the
contract holder is under age 59 1/2, tax penalties.

If we have not received direction from you by the maturity date of a guaranteed
term, we will automatically transfer the matured term value to a new guaranteed
term of similar length. If the same guaranteed term is no longer available, the
next shortest guaranteed term available in the current deposit period will be
used. If no shorter guaranteed term is available, the next longest guaranteed
term will be used.

Under the Guaranteed Account, each guaranteed term is counted as one funding
option. If a guaranteed term matures, and is renewed for the same term, it will
not count as an additional investment option for purposes of any limitation on
the number of investment options.

You will receive a confirmation statement, plus information on the new
guaranteed rate(s) and guaranteed term.

MATURITY VALUE TRANSFER PROVISION

If we automatically reinvest the proceeds from a matured guaranteed term, you
may transfer or withdraw from the Guaranteed Account the amount that was
reinvested without an MVA. An early withdrawal charge and maintenance fee may
apply to withdrawals. If the full amount reinvested is transferred or withdrawn,
we will include interest credited to the date of the transfer or withdrawal.
This provision is only available until the last business day of the month
following the maturity date of the prior guaranteed term. This provision only
applies to the first transfer or withdrawal request received from the contract
holder with respect to a particular matured guaranteed term value, regardless of
the amount involved in the transaction.

TRANSFERS
--------------------------------------------------------------------------------

We allow you to transfer all or a portion of your account value to the
Guaranteed Account or to other investment options under the contract. We do not
allow transfers from any guaranteed term to any other guaranteed term or
investment option during the deposit period for that guaranteed term or for 90
days following the close of that deposit period. The 90-day wait does not apply
to:

>    Amounts transferred on the maturity date or under the maturity value
     transfer provision;

>    Amounts transferred from the Guaranteed Account before the maturity date
     due to the election of an income phase payment option;

>    Amounts distributed under a systematic distribution option; or

>    Amounts transferred from an available guaranteed term in connection with
     the dollar cost averaging program.

Transfers after the 90-day period are permitted from a guaranteed term(s) to
another guaranteed term(s) available during a deposit period or to other
available investment

[sidebar]

BUSINESS DAY--Any day on which the New York Stock Exchange is open.

[end sidebar]

IICA Guaranteed Account - 126066

                                       9
<PAGE>

[sidebar]

GUARANTEED TERM GROUP--A grouping of deposits or investments having the same
guaranteed term.

[end sidebar]

options. We will apply an MVA to transfers made before the end of a guaranteed
term. Transfers within one calendar month of a term's maturity date are not
counted as one of the 12 free transfers of accumulated values in the account.

When the contract holder requests the transfer of a specific dollar amount, we
account for any applicable MVA in determining the amount to be withdrawn from a
guaranteed term(s) to fulfill the request. Therefore, the amount we actually
withdraw from the guaranteed term(s) may be more or less than the requested
dollar amount (see "Appendix I" for an example). For more information on
transfers, see the contract prospectus.

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

The contract allows for full or partial withdrawals from the Guaranteed Account
at any time during the accumulation phase. To make a full or partial withdrawal,
a request form (available from us) must be properly completed and submitted to
our Service Center (or other designated office as provided in the contract).

Partial withdrawals are made pro rata from each guaranteed term group. From each
guaranteed term group, we will first withdraw funds from the oldest deposit
period, then from the next oldest and so on.

We may apply an MVA to withdrawals made prior to the end of a guaranteed term,
except for withdrawals made under the maturity value transfer provision (see
"Market Value Adjustment"). We may deduct an early withdrawal charge and
maintenance fee. The early withdrawal charge is a deferred sales charge which
may be deducted upon withdrawal to reimburse us for some of the sales and
administrative expenses associated with the contract. A maintenance fee, up to
$30, may be deducted pro rata from each of the funding options, including the
Guaranteed Account. Refer to the contract prospectus for a description of these
charges. When a request for a partial withdrawal of a specific dollar amount is
made, we will include the MVA in determining the amount to be withdrawn from the
guaranteed term(s) to fulfill the request. Therefore, the amount we actually
take from the guaranteed term(s) may be more or less than the dollar amount
requested. See "Appendix I" for an example.

DEFERRAL OF PAYMENTS

Under certain emergency conditions, we may defer payment of a Guaranteed Account
withdrawal for up to six months. Refer to the contract prospectus for more
details.

REINSTATEMENT PRIVILEGE

You may elect to reinstate all or a portion of a full withdrawal during the 30
days following such a withdrawal. We must receive amounts for reinstatement
within 60 days of the withdrawal.

We will apply reinstated amounts to the current deposit period. This means that
the guaranteed annual interest rate and guaranteed terms available on the date
of reinstatement will apply. Amounts are reinstated in the same proportion as
prior to the full withdrawal. We will not credit your account for market value
adjustments that we deducted at the time of withdrawal or refund any taxes that
were withheld. Refer to the contract prospectus for further details.

IICA Guaranteed Account - 126066

                                       10
<PAGE>

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

We apply an MVA to amounts transferred or withdrawn from the Guaranteed Account
prior to the end of a guaranteed term. To accommodate early withdrawals or
transfers, we may need to liquidate certain assets or use cash that could
otherwise be invested at current interest rates. When we sell assets prematurely
we could realize a profit or loss depending upon market conditions.

The MVA reflects changes in interest rates since the deposit period. When
interest rates increase after the deposit period, the value of the investment
decreases and the MVA amount may be negative. Conversely, when interest rates
decrease after the deposit period, the value of the investment increases and the
MVA amount may be positive. Therefore, the application of an MVA may increase or
decrease the amount withdrawn from a guaranteed term to satisfy a withdrawal or
transfer request.

An MVA will not apply to:

>    Amounts transferred or withdrawn at the end of a guaranteed term;

>    Transactions made under the maturity value transfer provision;

>    Transfers due to participation in the dollar cost averaging program*;

>    Amounts distributed under a systematic distribution option--see "Systematic
     Distribution Options" in the contract prospectus;

>    Withdrawals for minimum distributions required by the Tax Code and for
     which the early withdrawal charge is waived; and

>    Withdrawals due to your exercise of the right to cancel your contract. See
     the "Right to Cancel" section of the contract prospectus.

*    If you discontinue the dollar cost averaging program and transfer the
     amounts in it, subject to the Company's terms and conditions governing
     guaranteed terms, to another guaranteed term, an MVA will apply.

MVAs applied to withdrawals or transfers from the Guaranteed Account will be
calculated as an "aggregate MVA," which is the sum of all MVAs applicable due to
the withdrawal (see sidebar on this page for an example of the calculation of
the aggregate MVA). The following withdrawals will be subject to an aggregate
MVA only if it is positive:

>    Withdrawals due to the election of a lifetime income option; and

>    Unless otherwise noted, payment of a guaranteed death benefit (if paid
     within the first six months following death).

All other withdrawals will be subject to an aggregate MVA, regardless of whether
it is positive or negative, including:

>    Withdrawals due to the election of a nonlifetime income option;

>    Payment of a guaranteed death benefit due to the death of a spousal
     beneficiary or a joint contract holder who continued the account in his or
     her name after the death of the other joint contract holder;

>    Payment of a guaranteed death benefit more than six months after the date
     of death; and

>    Full or partial withdrawals during the accumulation phase (an MVA may not
     apply in certain situations, as noted above).

[sidebar]

AGGREGATE MVA--The total of all MVAs applied due to a transfer or withdrawal.

CALCULATION OF THE AGGREGATE

MVA -- In order to satisfy a transfer or withdrawal, amounts may be withdrawn
from more than one guaranteed term, with more than one guaranteed interest rate.
In order to determine the MVA applicable to such a transfer or withdrawal, the
MVAs applicable to each guaranteed term will be added together, in order to
determine the "aggregate MVA."

Example:
$1,000 withdrawal,
two guaranteed terms,
MVA1 = $10, MVA2 = $-30
$10 + $-30 = $-20.
Aggregate MVA = $-20.

Example:
$1,000 withdrawal,
two guaranteed terms,
MVA1 = $30, MVA2 = $-10
$30 + $-10 = $20.
Aggregate MVA = $20.

[end sidebar]

IICA Guaranteed Account - 126066

                                       11
<PAGE>

CALCULATION OF THE MVA

The amount of the MVA depends upon the relationship between:

>    The deposit period yield of U.S. Treasury Notes that will mature in the
     last quarter of the guaranteed term; and

>    The current yield of such U. S. Treasury Notes at the time of withdrawal.

If the current yield is less than the deposit period yield, the MVA will
decrease the amount withdrawn from a guaranteed term to satisfy a transfer or
withdrawal request (the MVA will be positive). If the current yield is greater
than the deposit period yield, the MVA will increase the amount withdrawn from a
guaranteed term (the MVA will be negative or detrimental to the investor).

DEPOSIT PERIOD YIELD

We determine the deposit period yield used in the MVA calculation by considering
interest rates prevailing during the deposit period of the guaranteed term from
which the transfer or withdrawal will be made. First, we identify the Treasury
Notes that mature in the last three months of the guaranteed term. Then, we
determine their yield-to-maturity percentages for the last business day of each
week in the deposit period. We then average the resulting percentages to
determine the deposit period yield.

Treasury Note 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.

CURRENT YIELD

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

MVA FORMULA

The mathematical formula used to determine the MVA is:

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

where I is the deposit period yield; J is the current yield; and X is the number
of days remaining (computed from Wednesday of the week of withdrawal) in the
guaranteed term. (For examples of how we calculate MVA, refer to Appendix I.)

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.

IICA Guaranteed Account - 126066

                                       12
<PAGE>

CONTRACT CHARGES
--------------------------------------------------------------------------------

Certain charges may be deducted directly or indirectly from the funding options
available under the contract, including the Guaranteed Account.

The contract may have a maintenance fee of up to $30 that we will deduct, on an
annual basis, pro rata from all funding options including the Guaranteed
Account. We may also deduct a maintenance fee upon full withdrawal of a
contract.

The contract may have an early withdrawal charge that we will deduct, if
applicable, upon a full or partial withdrawal from the contract. If the
withdrawal occurs prior to the maturity of a guaranteed term, both the early
withdrawal charge and an MVA may be assessed.

We do not deduct mortality and expense risk charges and other asset-based
charges that may apply to variable funding options from the Guaranteed Account.
These charges are only applicable to the variable funding options.

We may deduct a charge for premium taxes of up to 4% from amounts in the
Guaranteed Account.

During the accumulation phase, transfer fees of up to $10 per transfer may be
deducted from amounts held in or transferred from the Guaranteed Account.

Refer to the contract prospectus for details on contract deductions.

OTHER TOPICS
--------------------------------------------------------------------------------

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. Prior to May 1, 2002, the Company was
known as Aetna Insurance Company of America.

Our principal executive offices are located at:

                             5100 West Lemon Street
                                    Suite 213
                              Tampa, Florida 33609

INCOME PHASE

The Guaranteed Account may not be used as a funding option during the income
phase. Amounts invested in guaranteed terms must be transferred to one or more
of the options available to fund income payments before income payments can
begin.

An aggregate MVA, as previously described, may be applied to amounts transferred
to fund income payments before the end of a guaranteed term. Amounts used to
fund lifetime income payments will receive either a positive aggregate MVA or
none at all; however, amounts transferred to fund a nonlifetime income payment
option may receive either a positive or negative aggregate MVA.

Refer to the contract prospectus for a discussion of the income phase.

IICA Guaranteed Account - 126066

                                       13
<PAGE>

INVESTMENTS

Amounts applied to the Guaranteed Account will be deposited to a nonunitized
separate account established under Florida law. (Prior to January 5, 2000, these
amounts were held in an a nonunitized separate account established under
Connecticut law.) A nonunitized separate account is a separate account in which
the contract holder does not participate in the performance of the assets
through unit values or any other interest. Contract holders allocating funds to
the nonunitized separate account do not receive a unit value of ownership of
assets accounted for in this separate account. The risk of investment gain or
loss is borne entirely by the Company. All Company obligations due to
allocations to the nonunitized separate account are contractual guarantees of
the Company and are accounted for in the separate account. All of the general
assets of the Company are available to meet our contractual guarantees. To the
extent provided for in the applicable contract, the assets of the nonunitized
separate account are not chargeable with liabilities resulting from any other
business of the Company. Income, gains and losses of the separate account are
credited to or charged against the separate account without regard to other
income, gains or losses of the Company.

TYPES OF INVESTMENTS. We intend to invest primarily in investment-grade fixed
income securities including:

>    Securities issued by the United States Government;

>    Issues of United States Government agencies or instrumentalities (these
     issues may or may not be guaranteed by the United States Government);

>    Debt securities which have an investment grade, at the time of purchase,
     within the four highest grades assigned by Moody's Investors Services, Inc.
     (Aaa, Aa, A or Baa), Standard & Poor's Corporation (AAA, AA, A or BBB) or
     any other nationally-recognized rating service;

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

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

We may invest in futures and options. We purchase financial futures, related
options and options on securities solely for non-speculative hedging purposes.
Should securities prices be expected to decline, we may sell a futures contract
or purchase a put option on futures or securities to protect the value of
securities held in or to be sold for 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 may purchase
options on securities.

WE ARE NOT OBLIGATED TO INVEST THE ASSETS ATTRIBUTABLE TO THE CONTRACT ACCORDING
TO ANY PARTICULAR STRATEGY, EXCEPT AS REQUIRED BY FLORIDA AND OTHER STATE
INSURANCE LAWS. THE GUARANTEED INTEREST RATES ESTABLISHED BY THE COMPANY MAY NOT
NECESSARILY RELATE TO THE PERFORMANCE OF THE NONUNITIZED SEPARATE ACCOUNT.

DISTRIBUTION OF CONTRACTS

The Company's affiliate ING Financial Advisers, LLC (ING Financial) (prior to
May 1, 2002, known as Aetna Investment Services, LLC), serves as principal
underwriter for the contracts. ING Financial, a Delaware limited liability
company, is registered as a broker-dealer with the SEC. ING Financial is also a
member of the National Association of Securities Dealers, Inc. and the
Securities Investor Protection Corporation. ING Financial's principal office is
located at 151 Farmington Avenue, Hartford, Connecticut 06156.

IICA Guaranteed Account - 126066

                                       14
<PAGE>

Certain broker-dealers may be offered special guaranteed rates in connection
with the Guaranteed Account offered through the contracts, and ING Financial may
negotiate different commissions for these broker-dealers. For additional
information, see the contract prospectus.

TAXATION

You should seek advice from your tax adviser as to the application of federal
(and where applicable, state and local) tax laws to amounts paid to or
distributed under the contract. Refer to the contract prospectus for a
discussion of tax considerations.

TAXATION OF THE COMPANY. We are taxed as a life insurance company under Part I
of Subchapter L of the Internal Revenue Code. The Company owns all assets
supporting the contract obligations of Separate Account B Any income earned on
such assets is considered income to the Company. We do not intend to make any
provision or impose a charge under the contracts with respect to any tax
liability of the Company.

TAXATION OF PAYMENTS AND DISTRIBUTIONS. For information concerning the tax
treatment of payments to and distributions from the contract, please refer to
the contract prospectus.

EXPERTS

We have included and incorporated by reference into the Post Effective Amendment
to the Registration Statement of which this prospectus is a part and/or into
this prospectus:

The financial statements of ING Insurance Company of America (the Company), as
of December 31, 2002 and 2001, and for the years then ended, which have been
audited by Ernst & Young LLP, independent auditors, and for the period from
December 1, 2000 to December 31, 2000 ("Successor Company"), and for the period
from January 1, 2000 to November 30, 2000 ("Preacquisition Company"), which have
been audited by KPMG LLP, independent auditors, as set forth in their respective
reports thereon appearing and incorporated herein by reference.

The financial statements of the Company appearing in the Company's Annual Report
on Form 10-K for the year ended December 31, 2002, have been audited by Ernst &
Young LLP and KPMG LLP (as described in the preceding paragraph), independent
auditors, as set forth in their reports thereon and included and incorporated
herein by reference. Such financial statements are included and
incorporated herein by reference in reliance upon such report given on the
authority of such firms as experts in accounting and auditing.


LEGAL MATTERS

We are not aware of any pending legal proceedings which involve Variable Account
I as a party. The validity of the securities offered by this prospectus has been
passed upon by Counsel to the Company.

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.

IICA Guaranteed Account - 126066

                                       15
<PAGE>

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

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, 2002 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 certified financial
statements for the latest fiscal year. We were not required to file any other
reports pursuant to Sections 13(a) or 15(d) of the Securities and Exchange Act
since the end of the fiscal year covered by that Form 10-K.

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
                             Customer Service Center
                                  P.O. Box 9271
                           Des Moines, Iowa 50306-9271
                                 1-800-366-0066

INQUIRIES

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

IICA Guaranteed Account - 126066

                                       16
<PAGE>

                                   APPENDIX I

                EXAMPLES OF MARKET VALUE ADJUSTMENT CALCULATIONS
--------------------------------------------------------------------------------

The following are examples of market value adjustment (MVA) calculations using
several hypothetical deposit period yields and current yields. These examples do
not include the effect of any early withdrawal charge or other fees or
deductions 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.

IICA Guaranteed Account - 126066

                                       17
<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.

IICA Guaranteed Account - 126066

                                       18
<PAGE>

                                   APPENDIX II

                   EXAMPLES OF MARKET VALUE ADJUSTMENT YIELDS
--------------------------------------------------------------------------------

The following hypothetical examples show the MVA based upon a given current
yield at various times remaining in the guaranteed term. Table A illustrates the
application of the MVA based upon a deposit period yield of 6%; Table B
illustrates the application of the MVA based upon a deposit period yield of 5%.
The MVA will have either a positive or negative influence on the amount
withdrawn from or remaining in a guaranteed term. Also, the amount of the MVA
generally decreases as the end of the guaranteed term approaches.

TABLE A: DEPOSIT PERIOD YIELD OF 6%

          CHANGE IN
           DEPOSIT
CURRENT    PERIOD                         TIME REMAINING TO
 YIELD      YIELD                    MATURITY OF GUARANTEED TERM
-------    -------     ---------------------------------------------------------
                       8 YEARS   6 YEARS   4 YEARS   2 YEARS   1 YEAR   3 MONTHS
                       -------   -------   -------   -------   ------   --------
   9%         3%        -20.0%    -15.4%    -10.6%     -5.4%    -2.8%     -0.7%
   8%         2%        -13.9     -10.6      -7.2      -3.7     -1.9      -0.5
   7%         1%         -7.2      -5.5      -3.7      -1.9     -0.9      -0.2
   6%         0%          0.0       0.0       0.0       0.0      0.0       0.0
   4%        -2%         16.5      12.1       7.9       3.9      1.9       0.5
   3%        -3%         25.8      18.8      12.2       5.9      2.9       0.7
   2%        -4%         36.0      26.0      16.6       8.0      3.9       1.0
   1%        -5%         47.2      33.6      21.3      10.1      5.0       1.2

TABLE B: DEPOSIT PERIOD YIELD OF 5%

          CHANGE IN
           DEPOSIT
CURRENT    PERIOD                         TIME REMAINING TO
 YIELD      YIELD                    MATURITY OF GUARANTEED TERM
-------    -------     ---------------------------------------------------------
                       8 YEARS   6 YEARS   4 YEARS   2 YEARS   1 YEAR   3 MONTHS
                       -------   -------   -------   -------   ------   --------
   9%        +4%        -25.9%    -20.1%    -13.9%     -7.2%    -3.7%     -0.9%
   8%        +3%        -20.2     -15.6     -10.7      -5.5     -2.8      -0.7
   7%        +2%        -14.0     -10.7      -7.3      -3.7     -1.9      -0.5
   6%        +1%         -7.3      -5.5      -3.7      -1.9     -0.9      -0.2
   4%        -1%          8.0       5.9       3.9       1.9      1.0       0.2
   3%        -2%         16.6      12.2       8.0       3.9      1.9       0.5
   2%        -3%         26.1      19.0      12.3       6.0      2.9       0.7
   1%        -4%         36.4      26.2      16.8       8.1      4.0       1.0

IICA Guaranteed Account - 126066

                                       19
<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

For the fiscal year ended December 31, 2002   Commission file number: 333-49581,
                                   033-63657

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

<Table>
<S>                                                 <C>
                     Florida                                            06-1286272
------------------------------------------------------------------------------------------------------
         (State or other jurisdiction of                              (IRS employer
          incorporation or organization                            identification no.)

    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  ______

                     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 24, 2003, 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, 2002

                               TABLE OF CONTENTS

<Table>
<Caption>
Form 10-K
Item No.                                             Page
---------                                            ----
<S>        <C>                                       <C>
                         PART I

Item 1.    Business**..............................    3
Item 2.    Properties**............................    6
Item 3.    Legal Proceedings.......................    6
Item 4.    Submission of Matters to a Vote of
           Security Holders*.......................    6

                         PART II

Item 5.    Market for Registrant's Common Equity
           and Related Stockholder Matters.........    7
Item 6.    Selected Financial Data*................    7
Item 7.    Management's Narrative Analysis of the
             Results of Operations and Financial
             Condition**...........................    7
Item 7A.   Quantitative and Qualitative Disclosure
           About Market Risk.......................   13
Item 8.    Financial Statements and Supplementary
           Data....................................   15
Item 9.    Changes in and Disagreements with
             Accountants on Accounting and
             Financial Disclosure..................   43

                        PART III

Item 10.   Directors and Executive Officers of the
           Registrant*.............................   43
Item 11.   Executive Compensation*.................   43
Item 12.   Security Ownership of Certain Beneficial
           Owners and Management*..................   43
Item 13.   Certain Relationships and Related
           Transactions*...........................   43
Item 14.   Controls and Procedures.................   43

                         PART IV

Item 15.   Exhibits, Financial Statement Schedules,
           and Reports on Form 8-K.................   43

           Index on Financial Statement
           Schedules...............................   46
           Signatures..............................   49
</Table>

  *  Item omitted pursuant to General Instruction I(2) of Form 10-K
 **  Item prepared in accordance with General Instruction I(2) of Form 10-K

                                       2
<Page>
                                     PART I

ITEM 1.  BUSINESS

Organization of Business

ING Insurance Company of America ("IICA,"or the "Company"), formerly known as
Aetna Insurance Company of America ("AICA") 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 is a wholly-owned subsidiary of ING Retirement Holdings, Inc.
("HOLDCO"), which is a wholly owned subsidiary of ING Retirement Services, Inc.
("IRSI"). IRSI is ultimately owned by ING Groep N.V. ("ING"), a financial
services company based in The Netherlands.

On December 13, 2000, ING America Insurance Holdings, Inc., an indirect
wholly-owned subsidiary of ING, acquired Aetna Inc., comprised of the Aetna
Financial Services business, of which the Company is a part, and Aetna
International businesses, for approximately $7,700.0 million. The purchase price
was comprised of approximately $5,000.0 million in cash and the assumption of
$2,700.0 million of outstanding debt and other net liabilities. In connection
with the acquisition, Aetna Inc. was renamed Lion Connecticut Holdings Inc.
("Lion"). At the time of the sale, Lion entered into certain transition services
agreements with a former related party, Aetna U.S. Healthcare, which was renamed
Aetna Inc. ("former Aetna").

PRODUCTS AND SERVICES

Management has determined that under Statements of Financial Accounting
Standards Number 131 "Disclosure about Segments of an Enterprise and Related
Information," the Company has one operating segment, ING U.S. Financial Services
("USFS").

The Company principally offers annuity contracts 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").

INVESTMENT OPTIONS

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 affiliated and/or unaffiliated mutual funds. Affiliated
mutual funds include funds managed by Aeltus Investment Management, Inc.
("Aeltus"), an affiliate of the Company, and funds managed by ILIAC and
subadvised by outside investment advisers. Variable separate account investment
income and realized capital gains and losses are not reflected in the Company's
statements of income.

Fully guaranteed fixed options provide guarantees on investment return, 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

                                       3
<Page>
ITEM 1.  BUSINESS (continued)
other risks subject to, among other things, principal and interest guarantees.
The Company will not be issuing these other fixed options in 2002 and beyond.

FEES AND MARGINS

Insurance charges or 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. When a customer selects an affiliated mutual fund as
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. In the case of funds advised by Aeltus, these fees are
equal to one-half of the investment advisory fee Aeltus receives.

In addition, when a customer selects an unaffiliated mutual fund as a variable
funding option, the Company may receive distribution (12b-1) and service plan
fees, as well as, compensation from the fund's adviser, administrator or other
affiliated entity for the performance of certain shareholder services.

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.

ASSETS UNDER MANAGEMENT AND ADMINISTRATION

The 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. deposits, including new contracts, less surrenders), investment
performance (e.g. interest credited to customer accounts for fixed options or
market performance for variable options) and customer retention. Assets under
management, excluding net unrealized capital gains and losses related to market
value adjustments required under Statement of Financial Accounting Standards
("FAS") No. 115, were $689.1 million, $897.4 million and $1,104.0 million at
December 31, 2002, 2001 and 2000, respectively. Assets under management are
available for contractholder withdrawal and are 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 policyholder 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)
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.

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.

RESERVES

Reserves for investment contracts (deferred annuities and immediate annuities
without life contingent payouts) are equal to cumulative deposits plus credited
interest less withdrawals and charges thereon. For the investment contracts
which are experience-rated, the reserves also reflect net realized capital
gains/losses on the sale of invested assets, (which the Company reflects through
credited rates on an amortized basis) and net unrealized capital gains/losses
related to FAS No. 115.

Reserves, as described above, are computed amounts that, with additions from
deposits to be received and with interest on such reserves compounded annually
at assumed rates, are expected to be sufficient to meet the Company's policy
obligations at their maturities or to pay expected death or retirement benefits
or other withdrawal requests.

OTHER MATTERS

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 investment activities 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
insurance agencies where the Company conducts business, in particular the
Florida Department of Insurance. Among other matters, these agencies may
regulate premium rates, trade practices, agent licensing, policy forms, and
underwriting and claims practices.

                                       5
<Page>
ITEM 1.  BUSINESS (continued)
OTHER MATTERS (continued)
The Securities and Exchange Commission ("SEC") and, to a lesser extent, the
states regulate the sales and investment management activities and operations of
the Company. Regulations of the SEC, Department of Labor and Internal Revenue
Service also impact certain of the Company's annuity and other investment and
retirement products. These products involve Separate Accounts and mutual funds
registered under the Investment Company Act of 1940.

MISCELLANEOUS

The Company utilizes the employees of its affiliates (primarily ILIAC) and
receives an expense allocation, at cost, based on the utilization of these
employees.

The Company uses ING's computer facilities. The Company's management believes
that ING's computer facilities, systems and related procedures are adequate to
meet its business needs. ING's data processing systems and backup and security
policies, practices and procedures are regularly evaluated by ING's management
and internal auditors and are modified as considered necessary.

The Company is not dependent upon any single customer and no single customer
accounted for 10% or more of revenue in 2002. 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.

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.

ITEM 3. LEGAL PROCEEDINGS

The Company is a party to threatened or pending lawsuits arising from the normal
conduct of business. Due to the climate in insurance and business litigation,
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, in light of existing insurance, reinsurance and established
reserves, it is the opinion of management that the disposition of such lawsuits
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.

                                       6
<Page>
                                    PART II

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

All of the Company's outstanding shares are owned by ILIAC, which is a
wholly-owned subsidiary of HOLDCO. HOLDCO is a wholly-owned subsidiary of IRSI,
whose ultimate parent is ING.

ITEM 6.  SELECTED FINANCIAL DATA

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

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

OVERVIEW

The following narrative analysis of the results of operations and financial
condition presents a review of the Company for the twelve month periods ended
December 31, 2002 versus 2001.

CHANGE IN ACCOUNTING PRINCIPLE

In June 2001, the Financial Accounting Standards Board ("FASB") issued FAS No.
142, "Goodwill and Other Intangible Assets," effective for fiscal years
beginning after December 15, 2001. Under FAS No.142, goodwill and intangible
assets deemed to have indefinite lives are no longer being amortized but are
subject to annual impairment tests. Other intangible assets are still amortized
over their estimated useful lives. The Company adopted the new standard
effective January 1, 2002.

As required under FAS No. 142, the Company completed the first of the required
impairment tests as of January 1, 2002. Step one of the impairment test was a
screen for potential impairment, while step two measured the amount of the
impairment. All of the Company's operations fall under one reporting unit, USFS,
due to the consolidated nature of the Company's operations. Step one of the
impairment test required the Company to estimate the fair value of the reporting
unit and compare the estimated fair value to its carrying value. The Company
determined the estimated fair value utilizing a discounted cash flow approach
and applying a discount rate equivalent to the Company's weighted average cost
of capital. Fair value was determined to be less than carrying value which
required the Company to complete step two of the test. In step two, the Company
allocated the fair value of the reporting unit determined in step one to the
assets and liabilities of the reporting unit resulting in an implied fair value
of goodwill of zero.

The comparison of the fair value amount allocated to goodwill and the carrying
value of goodwill resulted in an impairment loss upon adoption of $101.8
million, which represents the entire carrying amount, net of accumulated
amortization. This impairment charge is shown as a change in accounting
principle on the Income Statement.

RESULTS OF OPERATIONS

Fee income for the year ended December 31, 2002 decreased by $6.1 million
compared to the same period in 2001, primarily due to the decrease in average
variable assets under management by the Company. Substantially all of the fee
income on variable assets is calculated based on assets under

                                       7
<Page>
ITEM 7.  MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)
RESULTS OF OPERATIONS (continued)
management and administration, which decreased primarily due to the continued
decline in the equity markets.

Net investment income for the year ended December 31, 2002 decreased by $3.2
million compared to the same period in 2001. This decrease in net investment
income is primarily due to a decrease of assets under management with fixed
options, and lower investment yields.

Net realized capital losses for the year ended December 31, 2002 increased by
$3.3 million compared to the same period in 2001. The capital losses are due to
higher impairments in 2002 coupled with sales of fixed maturities.

Interest credited and other benefits to the policyholders for the year ended
December 31, 2002 decreased by $3.2 million compared to the same period in 2001.
This decrease is a result of a decrease in contractholders' funds on deposit and
a reduction in interest credited, which is attributed to lower interest rates
throughout 2002.

Underwriting, acquisition, and insurance expenses for the year ended
December 31, 2002 increased by $1.3 million compared to the same period in 2001.
General expenses increased during the period due to a higher allocation of
corporate and internal service charges from the Company's parent and affiliates.

Amortization of deferred policy acquisition costs and value of business acquired
for the year ended December 31, 2002, increased by $5.8 million compared to the
same period in 2001. Amortization of long-duration products is reflected in
proportion to actual and estimated future gross profits. Estimated future gross
profits are computed based on underlying assumptions related to the underlying
contracts, including but not limited to interest margins, mortality lapse,
premium persistency, expenses, and asset growth. The increase in the
amortization of deferred policy acquisition costs and value of insurance
acquired reflects the impact of these variables on the overall book of business.

Goodwill amortization for the year ended December 31, 2002 decreased by $2.6
million compared to the same period in 2001. This reduction is based on the
change in accounting principle (FAS No. 142) that eliminates amortization of
goodwill.

The cumulative effect of the change in accounting principle for the year ended
December 31, 2002, of $101.8 million is an impairment charge related to the
implementation of FAS No. 142, which addresses accounting for goodwill and other
intangible assets.

Earnings, excluding goodwill amortization, change in accounting principle, and
net realized capital gains and losses (net of taxes), decreased by $8.6 million
for the year ended December 31, 2002, as compared to the year ended
December 31, 2001. Lower earnings are primarily the result of lower fee income,
increases to the amortization of deferred policy acquisition costs and value of
business acquired, and higher operating expenses.

                                       8
<Page>
ITEM 7.  MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)
RESULTS OF OPERATIONS (continued)
The Company's annuity deposits and assets under management were as follows:

<Table>
<Caption>
(Millions)                             2002    2001      2000
<S>                                  <C>     <C>     <C>
-------------------------------------------------------------
Deposits
Annuities--fixed options             $  6.6  $  7.1  $    3.4
Annuities--variable options            21.4    29.6      10.5
-------------------------------------------------------------
Total--deposits                      $ 28.0  $ 36.7  $   13.9
=============================================================
Assets under management
  Annuities--fixed options (1)       $150.7  $156.1  $  178.7
  Annuities--variable options (2)     538.4   741.3     925.3
-------------------------------------------------------------
Total--assets under management       $689.1  $897.4  $1,104.0
</Table>

(1)  Excludes net unrealized capital gains of $8.0 million, $4.2 million and
     $0.9 million at December 31, 2002, 2001 and 2000, respectively.
(2)  Includes $399.0 million, $564.9 million and $719.8 million at December 31,
     2002, 2001 and 2000, respectively, of assets invested through the Company's
     products in unaffiliated mutual funds.

FINANCIAL CONDITION

INVESTMENTS

FIXED MATURITIES

At December 31, 2002 and 2001, 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, $118.2
million, or 91% of total fixed maturities, and $120.1 million, or 91% of total
fixed maturities, respectively, supported experience-rated products. Total fixed
maturities reflected net unrealized capital gains of $8.0 million and $4.2
million at December 31, 2002 and 2001, 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- at December 31, 2002 and 2001.

Fixed maturities rated BBB and below 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.

                                       9
<Page>
ITEM 7.  MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)
INVESTMENTS (continued)
The percentage of total fixed maturities by quality rating category is as
follows:

<Table>
<Caption>
                                           December 31, 2002     December 31, 2001
<S>                                       <C>                   <C>
------------------------------------------------------------------------------------
AAA                                                   53.9%                 36.0%
AA                                                     4.5                   5.9
A                                                     21.8                  35.1
BBB                                                   17.4                  23.0
BB                                                     0.3                    --
B and Below                                            2.1                    --
------------------------------------------------------------------------------------
  Total                                              100.0%                100.0%
====================================================================================
</Table>

The percentage of total fixed maturities by market sector is as follows:

<Table>
<Caption>
                                           December 31, 2002     December 31, 2001
<S>                                       <C>                   <C>
------------------------------------------------------------------------------------
U.S. Corporate                                        49.0%                 65.1%
Residential Mortgage-backed                           18.0                  11.7
U.S. Treasuries/Agencies                              22.4                  10.3
Commercial/Multifamily Mortgage-backed                 5.1                   7.5
Asset-backed                                           5.5                   5.4
------------------------------------------------------------------------------------
  Total                                              100.0%                100.0%
====================================================================================
</Table>

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 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 a debt security will not be collected, an other than temporary impairment is
considered to have occurred.

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.

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.
The Company's principal sources of liquidity are deposits on annuity contracts
and product charges, investment income, maturing investments, and capital
contributions. Primary uses of liquidity are payments of commissions and
operating expenses, interest and premium credits, investment purchases as well
as withdrawals and surrenders.

                                       10
<Page>
ITEM 7.  MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)
LIQUIDITY AND CAPITAL RESOURCES (continued)
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. Management believes that its sources of liquidity are adequate
to meet the Company's short-term cash obligations.

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.

During 2002, liabilities totaling $0.3 million were allocated to the Company
related to a Supplemental Excess Retirement Plan ("SERP") that covers certain
employees of ING Life Insurance Company of America and Aeltus, affiliates of the
Company.

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 affected in a materially adverse manner 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; goodwill impairment testing, investment impairment testing and
amortization of deferred acquisition costs and value of business acquired. In
developing these estimates management makes subjective and complex judgments
that are inherently uncertain and subject to material change 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.

GOODWILL IMPAIRMENT TESTING

The Company tested goodwill as of January 1, 2002 for impairment using fair
value calculations based on the present value of estimated future cash flows
from business currently in force and business that we estimate we will add in
the future. These calculations require management to make estimates on the
amount of future revenues and the appropriate discount rate. The calculated fair

                                       11
<Page>
ITEM 7.  MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)
CRITICAL ACCOUNTING POLICIES (continued)
value of goodwill and the resulting impairment loss recorded is based on these
estimates, which require a significant amount of management judgment. Refer to
Note 1 of the Financial Statements for a discussion of the results of the
Company's goodwill testing procedures and to Management's Narrative Analysis of
the Results of Operations for the impact these procedures had on the Company's
income.

INVESTMENT IMPAIRMENT TESTING

The Company reviews the general account investments for impairments by analyzing
the amount and length of time amortized cost has exceeded fair value, and by
making certain estimates and assumptions regarding the issuing companies'
business prospects, future economic conditions and market forecasts. Based on
the facts and circumstances of each case, management uses judgment in deciding
whether any calculated impairments are temporary or other than temporary. For
those impairments judged to be other than temporary, we reduce the carrying
value of those investments to the current fair value and record impairment
losses for the difference.

AMORTIZATION OF DEFERRED ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED

Deferred policy acquisition costs ("DAC") and value of business acquired
("VOBA") are amortized with interest over the life of the contracts (usually 25
years) in relation to the present value of estimated gross profits from
projected interest margins, asset-based fees, policy administration and
surrender charges less policy maintenance fees.

Changes in assumptions can have a significant impact on the calculation of
DAC/VOBA and its related amortization patterns. Due to the relative size of
DAC/VOBA balance and the sensitivity of the calculation to minor changes in the
underlying assumptions and the related volatility that could result in the
reported DAC/VOBA balance, the Company performs a quarterly analysis of DAC/
VOBA. At each balance sheet date, actual historical gross profits are reflected
and expected future gross profits and related assumptions are evaluated for
continued reasonableness. Any adjustment in estimated profit requires that the
amortization rate be revised retroactively to the date of policy or contract
issuance ("unlocking"), which could be significant. The cumulative difference
related to prior periods is recognized as a component of current period's
amortization, along with amortization associated with the actual gross profits
of the period. In general, increases in estimated returns result in increased
expected future profitability and may lower the rate of amortization, while
increases in lapse/surrender and mortality assumptions or decreases in returns
reduce the expected future profitability of the underlying business and may
increase the rate of amortization.

One of the most significant assumptions involved in the estimation of future
gross profits for deferred annuity products is the assumed return associated
with future separate account performance. To reflect the near-term and long-term
volatility in the equity markets this assumption involves a combination of
near-term expectations and a long-term assumption about market performance. The
overall return generated by the separate account is dependent on several
factors, including the relative mix of the underlying sub-accounts among bond
funds and equity funds as well as equity sector weightings.

                                       12
<Page>
ITEM 7.  MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)
CRITICAL ACCOUNTING POLICIES (continued)
As part of the regular analysis of DAC/VOBA, at the end of third quarter 2002,
the Company unlocked its assumptions by resetting its near-term and long-term
assumptions for the separate account returns to 9% (gross before fund management
fees and mortality and expense and other policy charges), reflecting a blended
return of equity and other sub-accounts. This unlocking adjustment was primarily
driven by the sustained downturn in the equity markets and revised expectations
for future returns. In 2002, the Company recorded an acceleration of DAC/VOBA
amortization totaling $3.5 million before tax, or $2.3 million, net of $1.2
million of federal income tax benefit.

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
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 credit, volatility and other
risks associated with the Company's investment portfolio. Investors are also
directed to consider other risks and uncertainties discussed in documents filed
by the Company with the SEC. The Company disclaims any obligation to update
forward-looking information.

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 contractholder behavior and variable
separate account performance. Contractholders bear the majority of the
investment risk related to variable insurance products.

                                       13
<Page>
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK (continued)
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 in to 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.

                                       14
<Page>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                         INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                    Page
                                                    ----
<S>                                                 <C>

Reports of Independent Auditors...................    16

Financial Statements:

    Income Statements for the years ended
       December 31, 2002 and 2001, one month ended
       December 31, 2000 and eleven months ended
       November 30, 2000..........................    18

    Balance Sheets as of December 31, 2002 and
       2001.......................................    19

    Statements of Changes in Shareholder's Equity
       for the years ended December 31, 2002 and
       2001, one month ended December 31, 2000 and
       eleven months ended November 30, 2000......    20

    Statements of Cash Flows for the years ended
       December 31, 2002 and 2001, one month ended
       December 31, 2000 and eleven months ended
       November 30, 2000..........................    21

    Notes to Financial Statements.................    22
</Table>

                                       15
<Page>
                         REPORT OF INDEPENDENT AUDITORS

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, 2002 and 2001, and the related income statements,
statements of changes in shareholder's equity, and statements of cash flows for
each of the years then ended. 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 auditing standards generally accepted
in the 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. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as 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 at December 31, 2002 and 2001, and the results of its operations and its
cash flows for each of the years then ended, in conformity with accounting
principles generally accepted in the United States.

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.

                                                /s/ Ernst & Young LLP

Atlanta, Georgia
March 21, 2003

                                       16
<Page>
                          INDEPENDENT AUDITORS' REPORT

The Shareholder and Board of Directors
ING Insurance Company of America:

We have audited the accompanying statements of income, changes in shareholder's
equity and cash flows of ING Insurance Company of America, formerly known as
Aetna Insurance Company of America, for the period from December 1, 2000 to
December 31, 2000 ("Successor Company"), and for the period from January 1, 2000
to November 30, 2000 ("Preacquisition Company"). These financial statements are
the responsibility of the Companies' management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the Successor Company's financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of ING Insurance Company of America for the period from December 1, 2000
to December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America. Further, in our opinion, the
Preacquisition Company's financial statements referred to above present fairly,
in all material respects, the results of its operations and its cash flows for
the period from January 1, 2000 to November 30, 2000, in conformity with
accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, effective November 30, 2000,
ING America Insurance Holdings Inc. acquired all of the outstanding stock of
Aetna Inc., Aetna Insurance Company of America's indirect parent and sole
shareholder in a business combination accounted for as a purchase. As a result
of the acquisition, the financial information for the periods after the
acquisition is presented on a different cost basis than that for the periods
before the acquisition and, therefore, is not comparable.

                                                /s/ KPMG LLP

Hartford, Connecticut
March 27, 2001

                                       17
<Page>
                        ING INSURANCE COMPANY OF AMERICA
     (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

                               INCOME STATEMENTS
                                   (Millions)

<Table>
<Caption>
                                                                             Preacquisition
                                                                             --------------
                                                                One month        Eleven
                                 Year ended     Year ended        ended       months ended
                                December 31,   December 31,   December 31,    November 30,
                                    2002           2001           2000            2000
                                -------------  -------------  -------------  --------------
<S>                             <C>            <C>            <C>            <C>
Revenues:
  Fee income                       $   8.5         $14.6           $1.4          $17.8
  Net investment income                6.7           9.9            1.0           10.2
  Net realized capital gains
    (losses)                          (2.4)          0.9             --           (0.8)
                                   -------         -----           ----          -----
       Total revenue                  12.8          25.4            2.4           27.2
                                   -------         -----           ----          -----
Benefits, losses and expenses:
  Benefits:
    Interest credited and
      other benefits to
      policyholders                    4.0           7.2            0.6            6.8
  Underwriting, acquisition,
    and insurance expenses:
    Operating expenses                 3.5           2.2            0.5            4.7
    Amortization:
    Deferred policy
      acquisition costs and
      value of business
      acquired                        10.6           4.8            0.4            5.3
    Goodwill                            --           2.6             --             --
                                   -------         -----           ----          -----
         Total benefits,
           losses and expenses        18.1          16.8            1.5           16.8
                                   -------         -----           ----          -----

Income (loss) before income
  taxes                               (5.3)          8.6            0.9           10.4
    Income tax expense
      (benefit)                       (2.0)          3.7            0.3            2.6
                                   -------         -----           ----          -----
Income (loss) before
  cumulative effect of change
  in accounting principle             (3.3)          4.9            0.6            7.8
  Cumulative effect of change
    in accounting principle         (101.8)           --             --             --
                                   -------         -----           ----          -----

Net income (loss)                  $(105.1)        $ 4.9           $0.6          $ 7.8
                                   =======         =====           ====          =====
</Table>

SEE NOTES TO FINANCIAL STATEMENTS

                                       18
<Page>
                        ING INSURANCE COMPANY OF AMERICA
     (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

                                 BALANCE SHEETS
                         (Millions, except share data)

<Table>
<Caption>
                                          December 31,  December 31,
                                              2002          2001
                                          ------------  ------------
<S>                                       <C>           <C>
                 ASSETS
Investments:
  Fixed maturities, available for sale,
    at fair value
    (amortized cost of $121.6 at 2002
    and $120.2 at 2001)                      $129.6       $  124.4
  Securities pledged to creditors
    (amortized cost of $7.8 at 2001)             --            7.8
                                             ------       --------
        Total investments                     129.6          132.2
Cash and cash equivalents                       5.2           (0.6)
Short term investments under securities
  loan agreement                                 --            9.9
Accrued investment income                       1.5            2.0
Deferred policy acquisition costs               1.2            0.8
Value of business acquired                     34.2           46.5
Goodwill (net of accumulated
  amortization of $2.6 at 2001)                  --          101.8
Other assets                                   14.5           21.5
Assets held in separate accounts              622.0          821.3
                                             ------       --------
        Total assets                         $808.2       $1,135.4
                                             ======       ========
  LIABILITIES AND SHAREHOLDER'S EQUITY
Policy liabilities and accruals:
  Other policyholders' funds                 $ 91.1       $   95.6
  Payables under securities loan
    agreement                                     -            9.9
  Current income taxes                          2.1            1.5
  Deferred income taxes                         6.3            7.4
  Other liabilities                             0.8            9.5
  Liabilities related to separate
    accounts                                  622.0          821.3
                                             ------       --------
        Total liabilities                     722.3          945.2
                                             ------       --------
Shareholder's equity:
  Common stock (35,000 shares
    authorized; 25,500 issued and
    outstanding; $100 per share par
    value)                                      2.5            2.5
  Additional paid-in capital                  181.2          180.9
  Accumulated other comprehensive income        1.8            1.3
  Retained earnings (deficit)                 (99.6)           5.5
                                             ------       --------
        Total shareholder's equity             85.9          190.2
                                             ------       --------
           Total liabilities and
             shareholder's equity            $808.2       $1,135.4
                                             ======       ========
</Table>

SEE NOTES TO FINANCIAL STATEMENTS

                                       19
<Page>
                        ING INSURANCE COMPANY OF AMERICA
     (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

                 STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                   (Millions)

<Table>
<Caption>
                                                     Accumulated
                                                        Other      Retained       Total
                           Common    Additional     Comprehensive  Earnings   Shareholder's
                           Stock   Paid-in-Capital  Income (Loss)  (Deficit)     Equity
                           ------  ---------------  -------------  ---------  -------------
<S>                        <C>     <C>              <C>            <C>        <C>
Balance at December 31,
  1999                      $2.5       $ 62.5           $(1.6)      $ 10.0       $  73.4
Comprehensive income:
  Net income                  --           --              --          7.8           7.8
  Other comprehensive
    income net of tax:
    Unrealized gain on
      securities ($2.0
      pretax)                 --           --             1.3           --           1.3
  Comprehensive income                                                               9.1
Adjustment for purchase
  accounting                  --        118.8              --        (17.8)        101.0
                            ----       ------           -----       ------       -------
Balance at November 30,
  2000                       2.5        181.3            (0.3)          --         183.5
Comprehensive income:
  Net income                  --           --              --          0.6           0.6
  Other comprehensive
    income net of tax:
    Unrealized gain on
      securities ($0.8
      pretax)                 --           --             0.5           --           0.5
  Comprehensive income                                                               1.1
                            ----       ------           -----       ------       -------
Balance at December 31,
  2000                       2.5        181.3             0.2          0.6         184.6
Comprehensive income:
  Net income                  --           --              --          4.9           4.9
  Other comprehensive
    income net of tax:
    Unrealized gain on
      securities ($1.7
      pretax)                 --           --             1.1           --           1.1
  Comprehensive income                                                               6.0
Return of capital             --         (0.4)             --           --          (0.4)
                            ----       ------           -----       ------       -------
Balance at December 31,
  2001                       2.5        180.9             1.3          5.5         190.2
Comprehensive income:
  Net (loss)                  --           --              --       (105.1)       (105.1)
  Other comprehensive
    income net of tax:
    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
                            ====       ======           =====       ======       =======
</Table>

SEE NOTES TO FINANCIAL STATEMENTS

                                       20
<Page>
                        ING INSURANCE COMPANY OF AMERICA
     (A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

                            STATEMENTS OF CASH FLOWS
                                   (Millions)

<Table>
<Caption>
                                                                             Preacquisition
                                                                One month    Eleven months
                                 Year ended     Year ended        ended          ended
                                December 31,   December 31,   December 31,    November 30,
                                    2002           2001           2000            2000
                                -------------  -------------  -------------  --------------
<S>                             <C>            <C>            <C>            <C>
Cash Flows from Operating
  Activities:
Net income (loss)                  $(105.1)       $  4.9          $ 0.6         $   7.8
Adjustments to reconcile net
  income (loss) to net cash
  provided by operating
  activities:
  Net amortization of discount
    on debt securities                  --            --             --            (0.2)
  Net realized capital (gains)
    losses                             2.4          (0.9)            --             0.8
  (Increase) decrease in
    accrued investment income          0.5          (0.4)           0.2             0.1
  (Increase) decrease in
    deferred policy
    acquisition costs                 (0.4)          3.8            0.1             3.3
  (Increase) decrease in value
    of business acquired              10.2            --             --              --
  Amortization of goodwill,
    net of adjustments                  --           2.6             --              --
  Goodwill impairment                101.8            --             --              --
  Change in other assets and
    liabilities                        7.3           1.3           (0.1)            1.3
  Net change in amounts due
    to/from parent and
    affiliate                           --          (0.3)           0.9             2.4
  Provision for deferred
    income taxes                       1.3           3.1             --             2.4
  Other, net                           0.1            --             --              --
                                   -------        ------          -----         -------
Net cash provided by operating
  activities                          18.1          14.1            1.7            17.9
                                   -------        ------          -----         -------
Cash Flows from Investing
  Activities:
  Proceeds from the sale of:
    Fixed maturities available
      for sale                       124.0          67.6             --           148.3
    Equity securities                   --            --             --              --
    Short-term investments              --           2.8             --             0.1
  Investment maturities and
    collections of:
    Fixed maturities available
      for sale                         9.1          12.1            0.2             6.0
  Acquisition of investments:
    Fixed maturities available
      for sale                      (128.1)        (71.3)          (0.2)         (154.1)
    Short-term investments              --            --             --            (2.8)
  Other, net                           0.7            --             --              --
                                   -------        ------          -----         -------
Net cash provided by (used
  for) investing activities            5.7          11.2             --            (2.5)
                                   -------        ------          -----         -------
Cash Flows from Financing
  Activities:
  Deposits and interest
    credited for investment
    contracts                          8.0           6.3            0.5             7.4
  Maturities and withdrawals
    from insurance contracts         (26.4)        (29.7)          (2.5)          (39.3)
  Return of capital                     --          (0.4)            --              --
  Transfers from (to) separate
    accounts                           0.4         (11.2)          (0.2)            3.2
                                   -------        ------          -----         -------
Net cash (used for) financing
  activities                         (18.0)        (35.0)          (2.2)          (28.7)
                                   -------        ------          -----         -------
Net increase (decrease) in
  cash and cash equivalents            5.8          (9.7)          (0.5)          (13.3)
Cash and cash equivalents,
  beginning of period                 (0.6)          9.1            9.6            22.9
                                   -------        ------          -----         -------
Cash and cash equivalents, end
  of period                        $   5.2        $ (0.6)         $ 9.1         $   9.6
                                   =======        ======          =====         =======
Supplemental cash flow
  information:
Income taxes paid (received),
  net                              $  (1.3)       $  0.3          $ 0.3         $   0.2
                                   =======        ======          =====         =======
</Table>

SEE NOTES TO FINANCIAL STATEMENTS

                                       21
<Page>
ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO FINANCIAL STATEMENTS

1.  SIGNIFICANT ACCOUNTING POLICIES

    ING Insurance Company of America ("IICA," or the "Company"), formerly known
    as Aetna Insurance Company of America ("AICA"), 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 is a wholly-owned
    subsidiary of ING Retirement Holdings, Inc. ("HOLDCO"), which is a
    wholly-owned subsidiary of ING Retirement Services, Inc. ("IRSI"). IRSI is
    ultimately owned by ING Groep N.V. ("ING"), a financial services company
    based in The Netherlands.

    On December 13, 2000, ING America Insurance Holdings, Inc., ("ING AIH") an
    indirect wholly-owned subsidiary of ING, acquired Aetna Inc., comprised of
    the Aetna Financial Services business, of which the Company is a part, and
    Aetna International businesses, for approximately $7,700.0 million. The
    purchase price was comprised of approximately $5,000.0 million in cash and
    the assumption of $2,700.0 million of outstanding debt and other net
    liabilities. In connection with the acquisition, Aetna Inc. was renamed Lion
    Connecticut Holdings Inc. ("Lion"). At the time of the sale, Lion entered
    into certain transition services agreements with a former related party,
    Aetna U.S. Healthcare, which was renamed Aetna Inc. ("former Aetna").

    For accounting purposes, the acquisition was recorded as of November 30,
    2000 using the purchase method. The effects of this transaction, including
    the recognition of goodwill, were pushed down and reflected on the financial
    statements of certain IRSI (a subsidiary of Lion) subsidiaries, including
    the Company. The Balance Sheet changes related to accounting for this
    purchase were entirely non-cash in nature and accordingly were excluded from
    the pre-acquisition Statement of Cash Flows for the eleven months ended
    November 30, 2000.

    The purchase price was allocated to assets and liabilities based on their
    respective fair values. This revaluation resulted in a net increase to
    assets, excluding the effects of goodwill, of $3.2 million and a net
    increase to liabilities of $1.1 million. Additionally, the Company
    established goodwill of $98.9 million. Goodwill was amortized over a period
    of 40 years prior to January 1, 2002.

    The allocation of the purchase price to assets and liabilities was subjected
    to further refinement throughout 2001 as additional information became
    available to more precisely estimate the fair values of the Company's
    respective assets and liabilities at the purchase date. The refinements to
    the Company's purchase price allocations were as follows:

    The Company completed a full review relative to the assumptions and profit
    streams utilized in the development of value of business acquired ("VOBA")
    and determined that certain refinements were necessary. Such refinements
    resulted in a reduction of VOBA;

    The Company adjusted its reserve for other policyholders' funds in order to
    conform its accounting policies with those of ING; and

                                       22
<Page>
ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
    The Company, after giving further consideration to certain exposures in the
    general market place, determined that a reduction of its investment
    portfolio carrying value was warranted.

    The net impact of the refinements in purchase price allocations, as
    described above, resulted in a net decrease to assets, excluding the effects
    of goodwill, of $9.4 million, a net decrease to liabilities of $3.9 million
    and a net increase to the Company's goodwill of $5.5 million.

    Unaudited proforma consolidated income from continuing operations and net
    income of the Company for the period from January 1, 2000 to November 30,
    2000, assuming that the acquisition of the Company occurred at the beginning
    of each period, would have been approximately $5.5 million. The pro forma
    adjustments, which did not affect revenues, reflect primarily goodwill
    amortization, amortization of the favorable lease asset and the elimination
    of amortization of the deferred gain on sale associated with the life
    business.

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

    DESCRIPTION OF BUSINESS

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

    NEW ACCOUNTING STANDARDS

    ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

    In June 2001, the Financial Accounting Standards Board ("FASB") issued FAS
    No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years
    beginning after December 15, 2001. Under FAS No. 142, goodwill and
    intangible assets deemed to have indefinite lives will no longer be
    amortized but will be subject to annual impairment tests. Other intangible
    assets are still amortized over their estimated useful lives. The Company
    adopted the new standard effective January 1, 2002.

    As required under FAS No. 142, the Company completed the first of the
    required impairment tests as of January 1, 2002. Step one of the impairment
    test was a screen for potential impairment, while step two measured the
    amount of the impairment. All of the Company's operations fall under one
    reporting unit, USFS, due to the consolidated nature of the Company's
    operations. Step one of the impairment test required the Company to estimate
    the fair value of the reporting unit and compare the estimated fair value to
    its carrying value. The Company determined the estimated fair value
    utilizing a discounted cash flow approach and applying a discount rate
    equivalent to the Company's weighted average cost of capital. Fair value was

                                       23
<Page>
ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
    determined to be less than carrying value which required the Company to
    complete step two of the test. In step two, the Company allocated the fair
    value of the reporting unit determined in step one to the assets and
    liabilities of the reporting unit resulting in an implied fair value of
    goodwill of zero.

    The comparison of the fair value amount allocated to goodwill and the
    carrying value of goodwill resulted in an impairment loss of $101.8 million,
    which represents the entire carrying amount of goodwill, net of accumulated
    amortization. This impairment charge is shown as a change in accounting
    principle on the Income Statement.

    Application of the nonamortization provision (net of tax) of the new
    standard resulted in an increase in net income of $2.6 million for the
    twelve months ended December 31, 2002. Had the Company been accounting for
    goodwill under FAS No. 142 for all periods presented, the Company's net
    income would have been as follows:

<Table>
<Caption>
                                                                          Preacquisition
                                                                          --------------
                                                            One month     Eleven months
                                          Year ended          ended           ended
                                         December 31,     December 31,     November 30,
   (Millions)                                2001             2000             2000
   <S>                                  <C>              <C>              <C>
   Reported net income after tax             $4.9             $0.6             $7.8
   Add back goodwill amortization, net
     of tax                                   2.6               --               --
   -------------------------------------------------------------------------------------
   Adjusted net income after tax             $7.5             $0.6             $7.8
   -------------------------------------------------------------------------------------
</Table>

    ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

    In June 1998, the (FASB) issued FAS No. 133, Accounting for Derivative
    Instruments and Hedging Activities, as amended and interpreted by FAS No.
    137, Accounting for Derivative Instruments and Hedging Activities-Deferral
    of the Effective Date of FASB Statement 133, FAS No. 138, Accounting for
    Certain Derivative Instruments and Certain Hedging Activities -- an
    Amendment of FASB No.133, and certain FAS No. 133 implementation issues.
    This standard, as amended, requires companies to record all derivatives on
    the balance sheet as either assets or liabilities and measure those
    instruments at fair value. The manner in which companies are to record gains
    or losses resulting from changes in the fair values of those derivatives
    depends on the use of the derivative and whether it qualifies for hedge
    accounting. FAS No. 133 was effective for the Company's financial statements
    beginning January 1, 2001.

    Adoption of FAS No. 133 did not have a material effect on the Company's
    financial position or results of operations given the Company's limited
    derivative and embedded derivative holdings.

    The Company utilizes, interest rate swaps, caps and floors, foreign exchange
    swaps and warrants in order to manage interest rate and price risk
    (collectively, market risk). These financial

                                       24
<Page>
ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
    exposures are monitored and managed by the Company as an integral part of
    the overall risk management program. Derivatives are recognized on the
    balance sheet at their fair value. The Company chose not to designate its
    derivative instruments as part of hedge transactions. Therefore, changes in
    the fair value of the Company's derivative instruments are recorded
    immediately in the statements of income as part of realized capital gains
    and losses.

    The Company occasionally purchases a financial instrument that contains a
    derivative that is "embedded" in the instrument. In addition, the Company's
    insurance products are reviewed to determine whether they contain an
    embedded derivative. The Company assesses whether the economic
    characteristics of the embedded derivative are clearly and closely related
    to the economic characteristics of the remaining component of the financial
    instrument or insurance product (i.e., the host contract) and whether a
    separate instrument with the same terms as the embedded instrument would
    meet the definition of a derivative instrument. When it is determined that
    the embedded derivative possesses economic characteristics that are not
    clearly and closely related to the economic characteristics of the host
    contract and that a separate instrument with the same terms would qualify as
    a derivative instrument, the embedded derivative is separated from the host
    contract and carried at fair value. However, in cases where the host
    contract is measured at fair value, with changes in fair value reported in
    current period earnings or the Company is unable to reliably identify and
    measure the embedded derivative for separation from its host contracts, the
    entire contract is carried on the balance sheet at fair value and is not
    designated as a hedging instrument.

    GUARANTEES

    In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"),
    "Guarantor's Accounting and Disclosure Requirements for Guarantees,
    Including Indirect Guarantees of Indebtedness of Others," to clarify account
    and disclosure requirements relating to a guarantor's issuance of certain
    types of guarantees. FIN 45 requires entities to disclose additional
    information about certain 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.

                                       25
<Page>
ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
    FUTURE ACCOUNTING STANDARDS

    EMBEDDED DERIVATIVES

    The FASB issued FAS No. 133, "Accounting for Derivative Instruments and
    Hedging Activities" in 1998 and continues to issue guidance for
    implementation through its Derivative Implementation Group ("DIG"). DIG
    recently released a draft of FASB Statement 133 Implementation Issue B36,
    "Embedded Derivatives: Bifurcation of a Debt Instrument That Incorporates
    Both Interest Rate Risk and Credit Risk Exposures That are Unrelated or Only
    Partially Related to the Creditworthiness of the Issuer of That Instrument"
    ("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 total return debt index may be determined to
    contain bifurcatable embedded derivatives. The required date of adoption of
    DIG B36 has not been determined. If the guidance is finalized in its current
    form, the Company has determined that certain of its existing investments or
    insurance products contain embedded derivatives that may require
    bifurcation. The Company has not yet completed its evaluation of the
    potential impact, if any, on its financial positions, results of operations,
    or cash flows.

    FASB INTERPRETATION NO. 46 CONSOLIDATION OF VARIABLE INTEREST ENTITIES

    In January 2003, FASB issued Interpretation No. 46 ("FIN 46"),
    "Consolidation of Variable Interest Entities" ("VIE"), an interpretation of
    Accounting Research Bulletin ("ARB"), No. 51. This Interpretation addresses
    consolidation by business enterprises of variable interest entities, which
    have one or both of the following characteristics: a) insufficient equity
    investment at risk, or b) insufficient control by equity investors. This
    guidance is effective for VIEs created after January 31, 2003 and for
    existing VIEs as of July 1, 2003. An entity with variable interests in VIEs
    created before February 1, 2003 shall apply the guidance no later than the
    beginning of the first interim or annual reporting period beginning after
    June 15, 2003.

    In conjunction with the issuance of this guidance, the Company conducted a
    review of its involvement with VIEs and does not believe it has any
    significant investments or ownership in VIEs.

    USE OF ESTIMATES

    The preparation of financial statements in conformity with accounting
    principles generally accepted in the United States of America 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.

                                       26
<Page>
ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
    RECLASSIFICATIONS

    Certain reclassifications have been made to prior year financial information
    to conform to the current year classifications.

    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
    charges in deferred policy acquisition costs, value of business acquired,
    and deferred income taxes.

    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 market 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.

    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.

    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
    guarantees. Realized gains and losses on the sale of, as well as unrealized
    capital gains and losses on, investments supporting these products are
    reflected in other Policyholders' funds. Realized capital gains and losses
    on all other investments are reflected in the Company's results 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 of fixed maturities and equity securities (excluding
    private placements) are recorded on the trade date. Purchases and sales of
    private placements and mortgage loans are recorded on the closing date.

                                       27
<Page>
ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
    Fair values for fixed maturity securities 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. The fair values for equity securities are based on quoted
    market prices. For equity securities not actively traded, estimated fair
    values are based upon values of issues of comparable yield and quality or
    conversion value where applicable.

    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.

    In September 2000, the FASB issued FAS No. 140, "Accounting for Transfers
    and Servicing of Financial Assets and Extinguishments of Liabilities." In
    accordance with this new standard, general account securities on loan are
    reflected on the Balance Sheet as "Securities pledged to creditors", which
    includes the following:

<Table>
<Caption>
                                                Gross       Gross
   December 31, 2001               Amortized  Unrealized  Unrealized  Fair
   (Millions)                        Cost       Gains       Losses    Value
   <S>                             <C>        <C>         <C>         <C>
   Total securities pledged to
     creditors                       $7.8        $ --        $ --     $7.8
   ========================================================================
</Table>

    The Company had no securities pledged to creditors at December 31, 2002.
    Total securities pledged to creditors at December 31, 2001 consisted
    entirely of fixed maturity securities.

    The investment in affiliated mutual funds represents an investment in ING
    Investment Management ("IIM") managed mutual funds by the Company, and is
    carried at fair value.

    Mortgage loans on real estate are reported at amortized cost less impairment
    writedowns. If the value of any mortgage loan is determined to be impaired
    (i.e., when it is probable the Company will be unable to collect all amounts
    due according to the contractual terms of the loan agreement), the carrying
    value of the mortgage loan is reduced to the present value of expected cash
    flows from the loan, discounted at the loan's effective interest rate, or to
    the loan's observable market price, or the fair value of the underlying
    collateral. The carrying value of the impaired loans is reduced by
    establishing a permanent writedown charged to realized loss.

    Short-term investments, consisting primarily of money market instruments and
    other fixed maturity securities 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.

                                       28
<Page>
ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
    The Company's use of derivatives is limited to hedging purposes. The Company
    enters into interest rate and currency contracts, including swaps, caps, and
    floors to reduce and manage risks associated with changes in value, yield,
    price, cash flow or exchange rates of assets or liabilities held or intended
    to be held. Changes in the fair value of open derivative contracts are
    recorded in net realized capital gains and losses.

    On occasion, the Company sells call options written on underlying securities
    that are carried at fair value. Changes in fair value of these options are
    recorded in net realized capital gains or losses.

    DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED

    Deferred Policy Acquisition Costs ("DAC") is an asset, which represents
    certain costs of acquiring certain insurance business, which are deferred
    and amortized. These costs, all of which vary with and are primarily related
    to the production of new and renewal business, consist principally of
    commissions, certain underwriting and contract issuance expenses, and
    certain agency expenses. VOBA is an asset, which represents the present
    value of estimated net cash flows embedded in the Company's contracts, which
    existed at the time the Company was acquired by ING. DAC and VOBA are
    evaluated for recoverability at each balance sheet date and these assets
    would be reduced to the extent that gross profits are inadequate to recover
    the asset.

    The amortization methodology varies by product type based upon two
    accounting standards: FAS No. 60, "Accounting and Reporting by Insurance
    Enterprises" ("FAS No. 60") and FAS No. 97, "Accounting and Reporting by
    Insurance Enterprises for Certain Long-Duration Contracts and Realized Gains
    and Losses from the sale of Investment" ("FAS No. 97").

    Under FAS No. 60, acquisition costs for traditional life insurance products,
    which primarily include whole life and term life insurance contracts, are
    amortized over the premium payment period in proportion to the premium
    revenue recognition.

    Under FAS No. 97, acquisition costs for universal life and investment-type
    products, which include universal life policies and fixed and variable
    deferred annuities, are amortized over the life of the blocks of policies
    (usually 25 years) in relation to the emergence of estimated gross profits
    from surrender charges, investment margins, mortality and expense margins,
    asset-based fee income, and actual realized gains (losses) on investments.
    Amortization is adjusted retrospectively when estimates of current or future
    gross profits to be realized from a group of products are revised.

    DAC and VOBA are written off to the extent that it is determined that future
    policy premiums and investment income or gross profits are not adequate to
    cover related expenses.

                                       29
<Page>
ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
    Activity for the year-ended December 31, 2002 within VOBA was as follows:

<Table>
<Caption>
   (Millions)
   <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
   =========================================================
</Table>

    The estimated amount of VOBA to be amortized, net of interest, over the next
    five years is $6.7 million, $6.3 million, $5.1 million, $3.6 million and
    $2.5 million for the years 2003, 2004, 2005, 2006 and 2007, respectively.
    Actual amortization incurred during these years may vary as assumptions are
    modified to incorporate actual results.

    As part of the regular analysis of DAC/VOBA, at the end of third quarter
    2002, the Company unlocked its assumptions by resetting its near-term and
    long-term assumptions for the separate account returns to 9% (gross before
    fund management fees and mortality and expense and other policy charges),
    reflecting a blended return of equity and other sub-accounts. This unlocking
    adjustment was primarily driven by the sustained downturn in the equity
    markets and revised expectations for future returns. In 2002, the Company
    recorded an acceleration of DAC/VOBA amortization totaling $3.5 million
    before tax, or $2.3 million, net of $1.2 million of federal income tax
    benefit.

    POLICY LIABILITIES AND ACCRUALS

    Future policy benefits include reserves for universal life, immediate
    annuities with life contingent payouts and traditional life insurance
    contracts. Reserves for universal life products are equal to cumulative
    deposits less withdrawals and charges plus credited interest thereon.
    Reserves for traditional life insurance contracts represent the present
    value of future benefits to be paid to or on behalf of policyholders and
    related expenses less the present value of future net premiums.

    Reserves for immediate annuities with life contingent payout contracts are
    computed on the basis of assumed investment yield, 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 5.5% to 8.0% for all years presented. Investment yield is based on the
    Company's experience. Mortality and withdrawal rate assumptions are based on
    relevant Company experience and are periodically reviewed against both
    industry standards and experience.

    Other Policyholders' funds include reserves for deferred annuity investment
    contracts and immediate annuities without life contingent payouts. Reserves
    on such contracts are equal to cumulative deposits less charges and
    withdrawals plus credited interest thereon (rates range from 4.9% to 8.7%
    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 FAS No. 115 for
    experience-rated contracts. Reserves on contracts subject to experience
    rating reflect the rights of contractholders, plan participants, and the
    Company.

                                       30
<Page>
ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
    REVENUE RECOGNITION

    For certain annuity contracts, fee income for the cost of insurance,
    surrender expenses, and other fees are recorded as revenue as charges
    assessed against policyholders. Other amounts received for these contracts
    are reflected as deposits and are not recorded as 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 Income Statement.

    SEPARATE ACCOUNT

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

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

    Separate Account assets are carried at fair value. At December 31, 2002 and
    2001, unrealized gains of $2.7 million and of $1.1 million, respectively,
    after taxes, on assets supporting a guaranteed interest option are reflected
    in shareholder's equity.

    Separate Account liabilities are carried at fair value, except for those
    relating to the guaranteed interest option. Reserves relating to the
    guaranteed interest option are maintained at fund value and reflect interest
    credited at rates ranging from 3.0% to 7.3% in 2002 and 3.0% to 14.0% in
    2001.

    Separate Account assets and liabilities are 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.

    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.

                                       31
<Page>
ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

2.  INVESTMENTS

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

<Table>
<Caption>
                                                Gross       Gross
                                   Amortized  Unrealized  Unrealized    Fair
   2002 (Millions)                   Cost       Gains       Losses     Value
   <S>                             <C>        <C>         <C>         <C>
   U.S. government and government
     agencies and authorities       $ 27.9       $1.1        $ --      $ 29.0

   U.S. corporate securities:
       Public utilities                6.2        0.2         0.2         6.2
       Other corporate securities     58.8        5.2         0.1        63.9
   ---------------------------------------------------------------------------
     Total U.S. corporate
       securities                     65.0        5.4         0.3        70.1
   ---------------------------------------------------------------------------

   Mortgage-backed securities         22.0        1.3          --        23.3
   Other asset-backed securities       6.7        0.5          --         7.2
   ---------------------------------------------------------------------------
   Total fixed maturities,
     including fixed maturities
     pledged to creditors            121.6        8.3         0.3       129.6
   Less: Fixed maturities pledged
     to creditors                       --         --          --          --
   ---------------------------------------------------------------------------
     Fixed maturities               $121.6       $8.3        $0.3      $129.6
   ---------------------------------------------------------------------------

   U.S. government and government
     agencies and authorities       $ 13.5       $0.3        $ --      $ 13.8
   U.S. corporate securities:
       Public utilities                2.4        0.1          --         2.5
       Other corporate securities     83.0        2.6         0.1        85.5
   ---------------------------------------------------------------------------
   Total U.S. corporate
     securities                       85.4        2.7         0.1        88.0
   ---------------------------------------------------------------------------

   Mortgage-backed securities         13.9        0.6          --        14.5
   Other asset-backed securities      15.2        0.7          --        15.9
   ---------------------------------------------------------------------------
   Total fixed maturities,
     including fixed maturities
     pledged to creditors            128.0        4.3         0.1       132.2
   Less: Fixed maturities pledged
     to creditors                      7.8         --          --         7.8
   ---------------------------------------------------------------------------
   Fixed maturities                 $120.2       $4.3        $0.1      $124.4
   ===========================================================================
</Table>

    At December 31, 2002 and 2001, net unrealized appreciation of $8.0 million
    and $4.2 million, respectively, on available-for-sale fixed maturities
    (including fixed maturities pledged to creditors in 2001) included $7.3
    million and $3.9 million, respectively, related to experience-rated
    contracts, which were not reflected in shareholder's equity but in other
    policyholders' funds.

                                       32
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

2.  INVESTMENTS (continued)

    The amortized cost and fair value of total fixed maturities for the
    year-ended December 31, 2002 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
   (Millions)                                  Cost       Value
   <S>                                       <C>        <C>
   Due to mature:
     One year or less                        $     --   $      --
     After one year through five years           29.1        30.7
     After five years through ten years          46.0        48.5
     After ten years                             17.8        19.9
     Mortgage-backed securities                  22.0        23.3
     Other asset-backed securities                6.7         7.2
     Less: Fixed maturities securities
       pledged to creditor                         --          --
   --------------------------------------------------------------
     Fixed maturities                        $  121.6   $   129.6
   ==============================================================
</Table>

    At December 31, 2002 and 2001, fixed maturities with fair values of $6.5
    million and $5.8 million, respectively, were on deposit as required by
    regulatory authorities.

    The Company did not have investments in equity securities at December 31,
    2002 or 2001.

3.  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 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 below 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

                                       33
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

3.  FINANCIAL INSTRUMENTS (continued)
    quality of the issuer and cash flow characteristics of the security. Using
    this data, the model generates estimated market values which the Company
    considers reflective of the fair value of each privately placed bond. Fair
    values for privately placed bonds are determined through consideration of
    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.

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

    INVESTMENT CONTRACT LIABILITIES (INCLUDED IN OTHER POLICYHOLDERS' FUNDS):

    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 contractholder 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.

    The carrying values and estimated fair values of the Company's investment
    contract liabilities at December 31, 2002 and 2001 were as follows:

<Table>
<Caption>
                                         2002              2001
                                   ----------------  ----------------
                                   Carrying   Fair   Carrying   Fair
   (Millions)                       Value    Value    Value    Value
   <S>                             <C>       <C>     <C>       <C>
   Assets:
     Fixed maturities               $129.6   $129.6   $124.4   $124.4
     Cash and cash equivalents         5.2      5.2     (0.6)    (0.6)
   Investment contract
     liabilities:
     With a fixed maturity            (1.4)    (1.4)    (1.6)    (1.7)
     Without a fixed maturity        (12.6)   (12.6)   (94.0)   (92.2)
   ------------------------------------------------------------------
</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.

                                       34
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

4.  NET INVESTMENT INCOME

    Sources of net investment income were as follows:

<Table>
<Caption>
                                                                                      Preacquisition
                                                                                      --------------
                                                                           One            Eleven
                                     Year ended       Year ended       month ended     months ended
                                    December 31,     December 31,     December 31,     November 30,
   (Millions)                           2002             2001             2000             2000
   <S>                             <C>              <C>              <C>              <C>
   Fixed maturities                     $7.9             $ 8.9            $0.8             $ 8.3
   Nonredeemable preferred stock          --                --              --               0.1
   Cash equivalents                      0.1               0.5             0.1               0.9
   Short-term investments                 --                --              --               0.1
   Other                                  --               1.0             0.1               0.9
   -------------------------------------------------------------------------------------------------
   Gross investment income               8.0              10.4             1.0              10.3
   Less: investment expenses             1.3               0.5              --               0.1
   -------------------------------------------------------------------------------------------------
   Net investment income                $6.7             $ 9.9            $1.0             $10.2
   =================================================================================================
</Table>

    Net investment income includes amounts allocable to experience rated
    contractholders of $2.8 million for the year ended December 31, 2002,
    $7.3 million for the year ended December 31, 2001, and $0.7 million and
    $8.2 million for the one and eleven month periods ended December 31, 2000
    and November 30, 2000, respectively. Interest credited to contractholders is
    included in current and future benefits.

5.  DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY

    In conjunction with the sale of Aetna, Inc. to ING AIH, the Company was
    restricted from paying any dividends to its parent for a two year period
    from the date of sale without prior approval by the Insurance Commissioner
    of the State of Connecticut. This restriction expired on December 13, 2002.
    The Company did not pay dividends to its parent in 2002 or 2001.

    The Insurance Departments of the State of Florida and the State of
    Connecticut (the "Department") 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 generally accepted accounting principles accepted in the
    United States of America. Statutory net income was $2.5 million,
    $1.1 million and $5.7 million for the years ended December 31, 2002, 2001,
    and 2000, respectively. Statutory capital and surplus was $63.7 million and
    $59.7 million as of December 31, 2002 and 2001, respectively.

    As of December 31, 2002, 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.

    For 2001, the Company was required to implement statutory accounting changes
    ("Codification") ratified by the National Association of Insurance
    Commissioners ("NAIC") and state insurance departments. The cumulative
    effect of Codification to the Company's statutory surplus as of
    December 31, 2001 was an increase of $1.3 million.

                                       35
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

6.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS

    Realized capital gains or losses are the difference between the carrying
    value and sale proceeds of specific investments sold.

    Net realized capital gains (losses) of ($1.7) million, $1.3 million and
    $(1.1) million for the years ended December 31, 2002 and 2001, and eleven
    months ended November 30, 2000, respectively, allocable to experience rated
    contracts, were deducted from net realized capital gains (losses) and an
    offsetting amount was reflected in Other policyholders' funds. Net
    unamortized gains (losses) allocable to experienced rated contractholders
    were $0.1 million, $(1.1) million, and $(1.9) million at December 31, 2002
    and 2001, and the eleven months ended November 30, 2000, respectively. There
    were no net realized gains (losses) and net unamortized gains (losses) and
    net unamortized gains (losses) allocable to experience rated contractholders
    for the one month ended December 31, 2000.

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

<Table>
<Caption>
                                                                                      Preacquisition
                                                                                      --------------
                                                                           One            Eleven
                                     Year ended       Year ended       month ended     months ended
                                    December 31,     December 31,     December 31,     November 30,
   (Millions)                           2002             2001             2000             2000
   <S>                             <C>              <C>              <C>              <C>
   Proceeds on sales                   $124.0            $67.6         $       --         $148.3
   Gross gains                            0.6              0.9                 --            0.2
   Gross losses                           3.0               --                 --            1.0
   -------------------------------------------------------------------------------------------------
</Table>

    Changes in shareholder's equity related to changes in accumulated other
    comprehensive income (unrealized capital gains and losses on securities
    including securities pledged to creditors and excluding those related to
    experience-rated contractholders) were as follows:

<Table>
<Caption>
                                                                                      Preacquisition
                                                                                      --------------
                                                                           One            Eleven
                                     Year ended       Year ended       month ended     months ended
                                    December 31,     December 31,     December 31,     November 30,
   (Millions)                           2002             2001             2000             2000
   <S>                             <C>              <C>              <C>              <C>
   Fixed maturities                     $0.4             $ --             $0.1             $0.2
   Equity securities                      --              0.1               --               --
   Other                                 0.4              1.6              0.7              1.8
   -------------------------------------------------------------------------------------------------
       Subtotal                          0.8              1.7              0.8              2.0
   Less: Increase in deferred
     income taxes                        0.3              0.6              0.3              0.7
   -------------------------------------------------------------------------------------------------
   Net changes in accumulated
     other comprehensive income         $0.5             $1.1             $0.5             $1.3
   =================================================================================================
</Table>

    Net unrealized capital gains (losses) allocable to experience-rated
    contracts of $7.3 million and $3.9 million at December 31, 2002 and 2001,
    respectively, are reflected on the Balance Sheets in

                                       36
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

6.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (continued)
    other policyholders' funds and are not included in shareholder's equity.
    Shareholder's equity included the following accumulated other comprehensive
    income (loss), which is net of amounts allocable to experience-rated
    contractholders:

<Table>
<Caption>
                                                                                       Preacquistion
                                                                                      ---------------
                                        As of            As of            As of            As of
                                    December 31,     December 31,     December 31,     November 30,
   (Millions)                           2002             2001             2000             2000
   <S>                             <C>              <C>              <C>              <C>
   Net unrealized capital gains
     (losses):
   Fixed maturities                     $0.7             $0.3             $ 0.3            $ 0.2
   Equity securities                      --               --              (0.1)            (0.1)
   Other                                 2.1              1.7               0.1             (0.6)
   --------------------------------------------------------------------------------------------------
                                         2.8              2.0               0.3             (0.5)
   Less: Deferred income taxes           1.0              0.7               0.1             (0.2)
   --------------------------------------------------------------------------------------------------
   Net accumulated other
     comprehensive income               $1.8             $1.3             $ 0.2            $(0.3)
   ==================================================================================================
</Table>

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

<Table>
<Caption>
                                                                                      Preacquisition
                                                                                      --------------
                                                                           One            Eleven
                                     Year ended       Year ended       month ended     months ended
                                    December 31,     December 31,     December 31,     November 30,
   (Millions)                           2002             2001             2000             2000
   <S>                             <C>              <C>              <C>              <C>
   Unrealized holding gains
     (losses) arising the year
     (1)                                $0.8             $1.7             $ 0.3            $ 0.9
   Less: reclassification
     adjustment for gains
     (losses) and other items
     included in net income (2)          0.3              0.6              (0.2)            (0.4)
   -------------------------------------------------------------------------------------------------
   Net unrealized gains (losses)
     on securities                      $0.5             $1.1             $ 0.5            $ 1.3
   =================================================================================================
</Table>

   (1)  Pretax unrealized holding gains (losses) arising during the year were
        $1.2 million, $2.6 million, $0.5 million and $1.3 million for the
        years ended December 31, 2002 and 2001, the one month ended
        December 31, 2000 and the eleven months ended November 31, 2000,
        respectively.
   (2)  Pretax reclassification adjustments for gains (losses) and other items
        included in net income were $0.5 million, $0.9 million, $(0.3) and
        $(0.7) million for the years ended December 31, 2002 and 2001, the one
        month ended December 31, 2000 and the eleven months ended
        November 31, 2000, respectively.

                                       37
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

7.  INCOME TAXES

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

    Income taxes from continuing operations consist of the following:

<Table>
<Caption>
                                                                                      Preacquisition
                                                                                      --------------
                                                                           One            Eleven
                                     Year ended       Year ended       month ended     months ended
                                    December 31,     December 31,     December 31,     November 30,
   (Millions)                           2002             2001             2000             2000
   <S>                             <C>              <C>              <C>              <C>
   Current taxes (benefits):
     Federal                            $(1.4)           $1.6             $(0.4)           $ 0.6
     State                                0.2              --                --               --
     Net realized capital gains
       (losses)                           0.5             0.2                --             (0.4)
   -------------------------------------------------------------------------------------------------
   Total current taxes (benefits)        (0.7)            1.8              (0.4)             0.2
   -------------------------------------------------------------------------------------------------
   Deferred taxes (benefits):
     Federal                              0.1             1.8               0.7              2.3
     Net realized capital gains
       (losses)                          (1.4)            0.1                --              0.1
   -------------------------------------------------------------------------------------------------
   Total deferred taxes
     (benefits)                          (1.3)            1.9               0.7              2.4
   -------------------------------------------------------------------------------------------------
       Total                            $(2.0)           $3.7             $ 0.3            $ 2.6
   =================================================================================================
</Table>

                                       38
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

7.  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>
                                                                                      Preacquisition
                                                                                      --------------
                                                                           One            Eleven
                                     Year ended       Year ended       month ended     months ended
                                    December 31,     December 31,     December 31,     November 30,
   (Millions)                           2002             2001             2000             2000
   <S>                             <C>              <C>              <C>              <C>
   Income (loss) from continuing
     operations before income
     taxes                              $(5.3)           $ 8.6            $0.9             $10.4
   Tax rate                               35%              35%             35%               35%
   -------------------------------------------------------------------------------------------------
   Application of the tax rate           (1.9)             3.0             0.3               3.6
   Tax effect of:
     State income tax, net of
       federal benefit                    0.1               --              --                --
     Excludable dividends                (0.3)            (0.2)             --              (1.0)
     Goodwill amortization                 --              0.9              --                --
     Other, net                           0.1               --              --                --
   -------------------------------------------------------------------------------------------------
       Income taxes                     $(2.0)           $ 3.7            $0.3             $ 2.6
   =================================================================================================
</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>
   (Millions)                                2002   2001
   <S>                                       <C>    <C>
   Deferred tax assets:
     Insurance reserves                      $ 5.4  $ 7.1
     Deferred policy acquisition costs         1.9    2.5
     Unrealized gains allocable to
       experience-rated contracts              2.5    1.4
     Guaranty fund assessments                 0.1    0.1
     Other                                     0.1     --
   ------------------------------------------------------
   Total gross assets                         10.0   11.1
   ------------------------------------------------------

   Deferred tax liabilities:
     Value of business acquired               12.7   16.3
     Net unrealized capital gains              3.5    2.1
     Other                                     0.1    0.1
   ------------------------------------------------------
   Total gross liabilities                    16.3   18.5
   ------------------------------------------------------
   Net deferred tax liability                $ 6.3  $ 7.4
   ======================================================
</Table>

                                       39
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

7.  INCOME TAXES (continued)
    Net unrealized capital gains and losses are presented in shareholder's
    equity net of deferred taxes.

    The Internal Revenue Service (the "Service") has completed examinations of
    the federal income tax returns of the Company through 1997. Discussions are
    being held with the Service with respect to proposed adjustments. Management
    believes there are adequate defenses against, or sufficient reserves to
    provide for, any such adjustments. The Service has commenced its
    examinations for the years 1998 through 2000.

8.  BENEFIT PLANS

    The Company utilizes the employees of ING and its affiliates, primarily
    ILIAC. The benefit plan charges allocated to the Company were not
    significant for the years ended December 31, 2001, one month ended
    December 31, 2000 or eleven months ended November 30, 2000.

    As of December 31, 2001, the qualified defined benefit pension plan offered
    by ILIAC ("Transition Pension Plan") to its employees was merged into the
    ING Americas Retirement Plan. Accordingly, ILIAC transferred the net plan
    assets of the Transition Pension Plan to ING North America Insurance
    Corporation, the new plan sponsor, and recorded this transfer as a reduction
    of paid-in-capital. There were no pension benefit charges allocated to the
    Company from the ING Americas Retirement Plan for 2002.

    During 2002, liabilities totaling $0.3 million were allocated to the Company
    related to a Supplemental Excess Retirement Plan ("SERP") that covers
    certain employees of ING Life Insurance Company of America and Aeltus,
    affiliates of the Company.

9.  RELATED PARTY TRANSACTIONS

    RECIPROCAL LOAN AGREEMENT

    The Company maintains a revolving 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 can borrow
    up to 0.5% of its statutory admitted assets as of the prior December 31 from
    ING AIH. Interest on any IICA borrowings 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, 2002 and 2001. At December 31, 2002 and 2001, IICA did not have
    any outstanding borrowings from ING AIH under this agreement.

    CAPITAL TRANSACTIONS

    The Company did not receive capital contributions in 2002, 2001 or 2000.

                                       40
<Page>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

10. 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.

    COMMITMENTS

    At December 31, 2002 and 2001, the Company had no commitments or contingent
    liabilities.

    LITIGATION

    The Company is a party to threatened or pending lawsuits arising from the
    normal conduct of business. Due to the climate in insurance and business
    litigation, 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, in light of
    existing insurance, reinsurance and established reserves, it is the opinion
    of management that the disposition of such lawsuits will not have a
    materially adverse effect on the Company's operations or financial position.

                                       41
<Page>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

10. COMMITMENTS AND CONTINGENT LIABILITIES (continued)
    QUARTERLY DATA (UNAUDITED)

<Table>
<Caption>
2002 (Millions)                 First  Second  Third  Fourth
<S>                             <C>    <C>     <C>    <C>
Total Revenue                   $4.8   $ 3.7   $3.2   $   1.1
-------------------------------------------------------------
Income (loss) from continuing
  operations before income
  taxes                          0.5    (1.4)  (3.4)     (1.0)
Less: Income tax expense
  (benefit)                      0.1    (0.5)  (1.2)     (0.4)
-------------------------------------------------------------
Income (loss) from continuing
  operations                     0.4    (0.9)  (2.2)     (0.6)
-------------------------------------------------------------
Cumulative effect of change in
  accounting principle            --      --     --    (101.8)
-------------------------------------------------------------
Net income (loss)               $0.4   $(0.9)  $(2.2) $(102.4)
-------------------------------------------------------------

<Caption>
2001 (Millions)                 First  Second  Third  Fourth
<S>                             <C>    <C>     <C>    <C>
Total Revenue                   $6.7   $ 6.8   $5.5   $   6.4
-------------------------------------------------------------
Income from continuing
  operations before income
  taxes                          1.5     2.2    0.7       4.2
Less: Income tax expense         0.8     0.9    0.1       1.9
-------------------------------------------------------------
Net income                      $0.7   $ 1.3   $0.6   $   2.3
-------------------------------------------------------------
</Table>

                                       42
<Page>
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

          None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

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.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 14.  CONTROLS AND PROCEDURES

a)  Within the 90-day period prior to the filing of this report, 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-14 of the
    Securities Exchange Act of 1934). 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 have not been any significant changes in the internal controls of the
    Company or other factors that could significantly affect these internal
    controls subsequent to the date the Company carried out its evaluation.

                                    PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this report:

     1.  Financial statements. See Item 8 on Page 14.
     2.  Financial statement schedules. See Index to Financial Statement
         Schedules on Page 44.

EXHIBITS

     3.(i)     Articles of Incorporation as restated January 1, 2002.
               Incorporated by reference to the ING Insurance Company of America
               Annual Report on Form 10-K for the year ending December 31, 2002
               (File No. 33-81010), as filed on March 28, 2002.

                                       43
<Page>
ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
          8-K (continued)
     (ii)      By-Laws, as amended and restated January 1, 2002. Incorporated by
               reference to the ING Insurance Company of America Annual Report
               on Form 10-K for the year ending December 31, 2002 (File No.
               33-81010), as filed on March 28, 2002.

     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 on April 23,
              1997.

              Incorporated herein by reference to Registration Statement on
              Form N-4, File No. 33-59749, as filed 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 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 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 on April 17, 1998.

              Incorporated herein by reference to Registration Statement on
              Form S-2, File No. 33-63657, as filed 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 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
              on November 24, 1997.

     10.      Material Contracts (Management contracts / compensatory plans or
              arrangements)

     10.(a)   Amended and Restated Asset Purchase Agreement by and among ING
              Life Insurance Company, ING Life Insurance and Annuity Company,
              The Lincoln National Life Insurance Company and Lincoln Life &
              Annuity Company of New York, dated May 21, 1998, incorporated
              herein by reference to ING Life Insurance and Annuity Company's
              Form 10-Q filed on August 8, 1998.

     10.(b)   Distribution Agreement, dated as of December 13, 2000, between
              Lion Connecticut Holdings Inc. and Aetna Inc., incorporated by
              reference to ILIAC's Form 10-K filed on March 30, 2001.

     10.(c)   Employee Benefits Agreement, dated as of December 13, 2000,
              between Lion Connecticut Holdings Inc. and Aetna Inc.,
              incorporated by reference to ILIAC's Form 10-K filed on March 30,
              2001.

                                       44
<Page>
ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
          8-K (continued)
     10.(d)   Tax Sharing Agreement, dated as of December 13, 2000, among Lion
              Connecticut Holdings Inc., Aetna Inc. and ING America Insurance
              Holdings, Inc., incorporated by reference to ILIAC's Form 10-K
              filed on March 30, 2001.

     10.(e)   Transition Services Agreement, dated as of December 13, 2000,
              between Lion Connecticut Holdings Inc. and Aetna Inc.,
              incorporated by reference to ILIAC's Form 10-K filed on March 30,
              2001.

     10.(f)   Lease Agreement, dated as of December 13, 2000, by and between ING
              Life Insurance Company and ING Life Insurance and Annuity Company,
              incorporated by reference to ILIAC's Form 10-K filed on March 30,
              2001.

     10.(g)   Real Estate Services Agreement, dated as of December 13, 2000,
              between Aetna Inc. and ING Life Insurance and Annuity Company,
              incorporated by reference to ILIAC's Form 10-K filed on March 30,
              2001.

     10.(h)   10 State House Square Services Agreement, dated as of
              December 13, 2000, between Aetna Inc. and Lion Connecticut
              Holdings Inc., incorporated by reference to ILIAC's Form 10-K
              filed on March 30, 2001.

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

(b)  Reports on Form 8-K.

    None.

                                       45
<Page>
                     INDEX TO FINANCIAL STATEMENT SCHEDULES

<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>                                                                         <C>

Report of Independent Auditor.............................................    47

1.  Summary of Investments as of December 31, 2002........................    48
</Table>

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

                                       46
<Page>
                         REPORT OF INDEPENDENT AUDITORS

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, 2002 and 2001, and for each of the years then ended, and have
issued our report thereon dated March 21, 2003. Our audits also included the
financial statement schedules listed in Item 15. These schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.

                                                /s/ Ernst & Young LLP

Atlanta, Georgia
March 21, 2003

                                       47
<Page>
                                   SCHEDULE I
                             Summary of Investments
                            As of December 31, 2002
                                   (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         $ 27.9  $29.0      $ 29.0
  U.S. corporate securities            65.0   70.1        70.1
  Mortgage-backed securities           22.0   23.3        23.3
  Other asset-backed securities         6.7    7.2         7.2
                                     ------  ------     ------
    Total investments                $121.6  $129.6     $129.6
                                     ======  ======     ======
</Table>

  *  See Notes 2 and 3 of Notes to Financial Statements.

                                       48
<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)

<Table>
<S>                                                 <C>
March 24, 2003                                      By  /s/ Cheryl L. Price
-------------------                                     -----------------------
        (Date)                                          Cheryl L. Price
                                                        Vice President, Chief Financial Officer and
                                                          Chief Accounting Officer
                                                          (Duly Authorized Officer and Principal
                                                          Financial Officer)
</Table>

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 27, 2003.

<Table>
<Caption>
                    SIGNATURES                                            TITLE
<S>                                                 <C>
/s/ Cheryl L. Price
----------------------------------------------
Cheryl L. Price                                     Vice President, Chief Financial Officer
                                                      and Chief Accounting Officer

/s/ Keith Gubbay
----------------------------------------------
Keith Gubbay                                        Director and President

/s/ Thomas J. McInerney
----------------------------------------------
Thomas J. McInerney                                 Director

/s/ P. Randall Lowery
----------------------------------------------
P. Randall Lowery                                   Director

/s/ Mark A. Tullis
----------------------------------------------
Mark A. Tullis                                      Director
</Table>

                                       49
<Page>
                                 CERTIFICATION

I, Cheryl L. Price, 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 annual 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 annual report;
3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual 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 annual 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-14 and 15d-14) for the registrant and we have:

    (a)   designed such disclosure controls and procedures 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 annual report
          is being prepared;
    (b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and
    (c)   presented in this annual report our conclusion about the effectiveness
          of the disclosure controls and procedures based on our evaluation as
          of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation, to the registrant's auditors and the audit
    committee of registrant's board of directors (or persons performing the
    equivalent function):

    (a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
    (b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.  The registrant's other certifying officers and I have indicated in this
    annual report whether or not there were significant changes in internal
    controls or in other factors that could significantly affect internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies, defenses and
    material weaknesses.

<Table>
<S>                                                 <C>
Date: March 24, 2003

By /s/ Cheryl L. Price
--------------------------------------------------
Cheryl L. Price
Vice President, Chief Accounting Officer and Chief
Financial Officer
(Duly Authorized Officer and Principal Accounting
Officer)
</Table>

                                       50
<Page>
                                 CERTIFICATION

I, Keith Gubbay, 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 annual 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 annual report;
3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual 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 annual 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-14 and 15d-14) for the registrant and we have:

    (a)   designed such disclosure controls and procedures 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 annual report
          is being prepared;
    (b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and
    (c)   presented in this annual report our conclusion about the effectiveness
          of the disclosure controls and procedures based on our evaluation as
          of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation, to the registrant's auditors and the audit
    committee of registrant's board of directors (or persons performing the
    equivalent function):

    (a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
    (b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.  The registrant's other certifying officers and I have indicated in this
    annual report whether or not there were significant changes in internal
    controls or in other factors that could significantly affect internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies, defenses and
    material weaknesses.

<Table>
<S>                                                 <C>
Date March 24, 2003

By /s/ Keith Gubbay
--------------------------------------------------
Keith Gubbay
President
(Duly Authorized Officer and Principal Officer)
</Table>

                                       51
<Page>
                                 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, 2002 (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.

<Table>
<S>                                                 <C>
March 24, 2003                                      By /s/ Cheryl L. Price
----------------------------------------            -------------------------------------------------
(Date)                                              Cheryl L. Price
                                                    Vice President, Chief Financial Officer and
                                                    Chief Accounting Officer
</Table>

The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate
disclosure document.

                                       52
<Page>
                                 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, 2002 (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.

<Table>
<S>                                                 <C>
March 24, 2003                                      By /s/ Keith Gubbay
----------------------------------------            -------------------------------------------------
(Date)                                              Keith Gubbay
                                                    President
</Table>

The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate
disclosure document.

                                       53

<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  607.0859  governs the  indemnification  of officers,
directors,  employees and agents of a Florida  corporation.  Section 607.0859(1)
provides  that a  corporation  may indemnify a person who is or was a party to a
proceeding by reason of the fact that the person was or is 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  607.0859(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  607.0859(3),  to  the  extent  that  the  person  seeking
indemnification has been successful 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 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

<PAGE>

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.
The policy  covers ING Groep N.V. and any company in which ING Groep N.V. has an
ownership   control  of  over  50%.  This  would  encompass  the  principal  and
underwriter  as well as the  depositor.  The policy  provides for the  following
types of coverage:  errors and  omissions,  directors and  officers,  employment
practices, fiduciary and fidelity.

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

     Exhibits

     (4.1)  Variable Annuity Contract (G2-CDA-94(IR))(1)
     (4.2)  Variable Annuity Contract (G2-CDA-94(NQ))(1)
     (4.3)  Variable Annuity Contract (G-MP2(5/96))(2)
     (4.4)  Certificate of Group Annuity Coverage (MP2CERT(5/96))(2)
     (4.5)  Variable Annuity Contract (G-CDA-GP2(4/94))(3)
     (4.6)  Variable Annuity Contract (I-CDA-GP2(4/94))(3)
     (4.7)  Certificate of Group Annuity Coverage (GP2CERT(4/94))(3)
     (4.8)  Group Variable, Fixed, or Combination Annuity Contract
            (Nonparticipating) (G-GP2(5/96))(4)
     (4.9)  Individual Variable,  Fixed  or Combination Annuity Contract
            (Nonparticipating) (I-GP2(5/96))(4)
     (4.10) Variable Annuity Contract (G-GP2(5/97))(3)
     (4.11) Variable Annuity Contract (G-MP2(5/97))(5)
     (4.12) Variable Annuity Certificate (MP2CERT(5/97))(5)
     (4.13) Variable Annuity Contract (IMP2(5/97))(5)
     (4.14) Certificate of Group Annuity Coverage (GP2CERT(5/97))(4)

     (5)    Opinion re Legality

<PAGE>

     (10) Material  Contracts are listed under exhibit 10 in the Company's  Form
          10-K for the fiscal year ended December 31, 2002 (File No.  33-81010),
          as filed with the  Commission on March 31, 2003.  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, 2002

     (23)(a) Consents of Independent Auditors

     (23)(b) Consent of Legal Counsel (Included in Exhibit (5) above)

     (24)(a) Powers of Attorney(6)

     (24)(b) Certificate of Resolution Authorizing Signature by Power of
             Attorney(1)

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

     1.   Incorporated by reference to Registration  Statement on Form N-4 (File
          No. 33-59749), as filed on June 1, 1995.

     2.   Incorporated  by  reference  to  Post-Effective  Amendment  No.  4  to
          Registration  Statement on Form N-4 (File No.  33-59749),  as filed on
          April 16, 1997.

     3.   Incorporated  by  reference  to  Post-Effective  Amendment  No.  9  to
          Registration  Statement on Form N-4 (File No.  33-80750),  as filed on
          April 17, 1998.

     4.   Incorporated  by  reference  to  Post-Effective  Amendment  No.  8  to
          Registration  Statement on Form N-4 (File No.  33-80750),  as filed on
          April 23, 1997.

     5.   Incorporated  by  reference  to  Post-Effective  Amendment  No.  6  to
          Registration  Statement on Form N-4 (File No.  33-59749),  as filed on
          November 26, 1997.

     6.   Incorporated  by  reference  to  Post-Effective  Amendment  No.  28 to
          Registration  Statement on Form N-4 (File No. 33-75988),  as filed on
          April 10, 2003 for Variable  Annuity  Account C of ING Life  Insurance
          and Annuity Company.

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

<PAGE>

               (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. 9 to the Registration Statement on Form S-2 (File No.333-49581) to
be signed on its behalf by the  undersigned,  thereunto  duly  authorized in the
City of West Chester, Commonwealth of Pennsylvania, on this 15th day of
April, 2003.

ING INSURANCE COMPANY OF AMERICA
(REGISTRANT)
By: Keith Gubbay*
-----------------
Keith Gubbay
President
principal executive officer

Pursuant to the requirements of the Securities Act of 1933, this  Post-Effective
Amendment  No. 9 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
---------                           -----                            ----
Keith Gubbay* 1                     Director and President        )
-----------------------------------                               )
Keith Gubbay                        (principal executive officer) )
                                                                  )
Randy Lowery* 1                     Director                      )
-----------------------------------                               April___, 2003
P. Randall Lowery                                                 )
                                                                  )
Thomas J. McInerney* 1              Director                      )
----------------------------------                                )
Thomas J. McInerney                                               )
                                                                  )
Mark A. Tullis* 1                   Director                      )
-----------------------------------                               )
Mark A. Tullis                                                    )
                                                                  )
                                    Director                      )
-----------------------------------                               )
David Wheat                                                       )
                                                                  )
Cheryl L. Price*                    Chief Financial Officer and   )
----------------------------------- Chief Accounting Officer      )
Cheryl L. Price                     (principal accounting officer))

<PAGE>




By:       /s/ Linda E. Senker
          ----------------------------------------------------------
         Linda E. Senker
         *Attorney-in-Fact

1 Constitutes a majority of directors

<PAGE>



                                  Exhibit Index
                                  -------------

Item No.                Exhibit                                   Page #
--------                -------                                   ------
5                     Opinion re Legality                          EX-5

13                    ING Insurance Company of America
                      Form 10-K for the fiscal year ended           *
                      December 31, 2002

23(a)                 Consents of Independent Auditors             EX-23.A

23(b)                 Opinion and Consent of Legal Counsel          **

-----------------------------

*Filed as Module No. IICA10K
**Included in Exhibit 5 above



</TEXT>
</DOCUMENT>
kjsopin.txt OPINION OF COUNSEL
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>kjsopin.txt
<DESCRIPTION>OPINION OF COUNSEL
<TEXT>

 ING

 KIMBERLY J. SMITH
 Counsel


 April 15, 2003

 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 ING Insurance Company
 of America Guaranteed Account available under certain variable annuity
 contracts ("Contracts") to be filed by the Company with the Securities
 and Exchange Commission under the Securities Act of 1933.

 I am of the following opinion:

       (1)  The Company was organized in accordance with the laws of the
            State of 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/Kimberly J. Smith
---------------------

1475 Dunwoody Drive                                           Tel: 610-425-3427
West Chester, PA  19380-1478                                  Fax: 610-425-3735

</TEXT>
</DOCUMENT>
auditorsconsents.txt AUDITORS CONSENTS
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>4
<FILENAME>auditorsconsents.txt
<DESCRIPTION>AUDITORS CONSENTS
<TEXT>


Exhibit 23(a) - Consent of Ernst and Young LLP, Independent Auditors

We consent to the  reference to our firm under the caption  "Experts" and to the
use of  our  reports  dated  March  21,  2003,  with  respect  to the  financial
statements of ING Insurance  Company of America as of December 31, 2002 and 2001
and for each of the two years in the period ended  December 31, 2002 and related
financial  statement  schedules,  included  and  incorporated  by  reference  in
Post-Effective   Amendment  No.  9  to  the  Registration  Statement  under  the
Securities Act of 1933 (Form S-2 No.  333-49581)  and the related  Prospectus of
ING Insurance Company of America.

                                   /s/Ernst & Young LLP

Atlanta, Georgia
April 14, 2003


<PAGE>

                                                   Independent Auditors' Consent


The Shareholder and Board of Directors of
ING Insurance Company of America:


We consent to incorporation  by reference in the Registration  Statement on Form
S-2 of ING  Insurance  Company of  America,  formerly  known as Aetna  Insurance
Company of America (the "Company") of our report dated March 27, 2001,  relating
to the statements of income,  changes in shareholder's equity and cash flows for
the period from December 1, 2000 to December 31, 2000 ("Successor Company"), and
for the  period  from  January 1, 2000 to  November  30,  2000  ("Preacquisition
Company"),  which report appears in the December 31, 2002, annual report on Form
10-K of the Company and to the reference to our firm under the heading "Experts"
in the prospectus. Our report refers to the acquisition,  effective November 30,
2000, by ING America Insurance  Holdings Inc. of all of the outstanding stock of
Aetna Inc., Aetna Life Insurance and Annuity Company's  indirect parent and sole
shareholder in a business combination  accounted for as a purchase.  As a result
of the  acquisition,  the  financial  information  for  the  periods  after  the
acquisition  is  presented  on a different  cost basis than that for the periods
before the acquisition and, therefore, is not comparable.



                                                             /s/ KPMG LLP


Hartford, Connecticut
April 16, 2003

</TEXT>
</DOCUMENT>
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