Form POS AM Voya Retirement Insurance & Annuity Co

POS AM - Post-Effective amendments for registration statement

Published: 2004-04-08 16:36:34
Submitted: 2004-04-08
s-2multirate.txt REGISTRATION STATEMENT
<DOCUMENT>
<TYPE>POS AM
<SEQUENCE>1
<FILENAME>s-2multirate.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
As filed with the Securities and Exchange              Registration No. 33-63657
Commission on April 8, 2004
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         POST-EFFECTIVE AMENDMENT NO. 13
                                       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
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        Linda E. Senker, Esq.                       Kimberly J. Smith, Esq.
        ING                                         ING
        1475 Dunwoody Drive                         1475 Dunwoody Drive
        West Chester, PA 19380-1478                 West Chester, PA 19380-1478
        (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. [ ]
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<PAGE>
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                                     PART I

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                          PROSPECTUS -- APRIL 30, 2004
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THE CONTRACT. The contract described in this prospectus is a group or
individual, single purchase payment, modified guaranteed deferred annuity
contract issued by ING Insurance Company of America (the Company, we, us, our)
(formerly known as Aetna Insurance Company of America). The contract is
available as a nonqualified deferred annuity. Additionally, the contract is
available as a rollover to a traditional Individual Retirement Annuity (IRA)
under section 408(b) of the Internal Revenue Code of 1986, as amended (Tax Code)
or a rollover to a Roth IRA under Tax Code section 408A. See "Purchase" in this
prospectus for additional information.

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

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

Table of Contents   page 3

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

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

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

             Our Home Office:                        Our Service Center:
     ING Insurance Company of America                        ING
          5100 West Lemon Street                        P.O. Box 9271
                 Suite 213                      Des Moines, Iowa 50306-92711
           Tampa, Florida 33609                        1-800-531-4547
              1-813-261-9582



IICA - MRA - 131766                                                  04/30/2004

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                                TABLE OF CONTENTS
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CONTRACT OVERVIEW ...........................................................  4

Questions: Contacting the Company (sidebar)

Contract Design

Who's Who

Contract Phases

Contract Facts
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GUARANTEED TERMS AND GUARANTEED INTEREST RATES ..............................  6

YOUR CHOICES AT THE END OF A GUARANTEED TERM ................................  8

PURCHASE ....................................................................  8

RIGHT TO CANCEL .............................................................  9

FEES ........................................................................ 10

WITHDRAWALS ................................................................. 13

SYSTEMATIC DISTRIBUTION OPTIONS ............................................. 14

MARKET VALUE ADJUSTMENT (MVA) ............................................... 16

DEATH BENEFIT ............................................................... 17

INCOME PHASE ................................................................ 18

INVESTMENTS ................................................................. 21

TAXATION .................................................................... 23

OTHER TOPICS ................................................................ 30
Contract Distribution-- Contract Modification-- Transfer of Ownership;
Assignment-- Involuntary Terminations-- Legal Matters--
Experts-- Getting Further Information-- Incorporation of Certain Documents
by Reference-- Inquiries

APPENDIX I--CALCULATING A MARKET VALUE ADJUSTMENT (MVA) ..................... 34


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<PAGE>

[sidebar]

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

ING
P.O. Box 9271
Des Moines, Iowa 50306-92711

1-800-531-4547

[end sidebar]


CONTRACT OVERVIEW
--------------------------------------------------------------------------------

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

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                                CONTRACT DESIGN
--------------------------------------------------------------------------------

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

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                                   WHO'S WHO
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The contract holder (you): The person to whom we issue an individual contract or
a certificate under a group contract. The Company (we, us, our): ING Insurance
Company of America. We issue the contract. The contract: Both individual
contracts and certificates under a group contract are referred to in this
prospectus as the contract.

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                                CONTRACT PHASES
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THE ACCUMULATION PHASE

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

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


THE INCOME PHASE

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


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                                       4

<PAGE>

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                                 CONTRACT FACTS
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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


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                                       5
<PAGE>


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

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

GUARANTEED TERMS

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

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

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

GUARANTEED INTEREST RATES

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

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

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

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                                       6
<PAGE>

EXAMPLE:

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

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

Account Value at End of                        Interest Earned at End of
Each Contract Year                             Each Contract Year
------------------                             ------------------

Contract year 1 = $21,200.00                   Interest at end of contract year
($20,000.00 x 1.06)                            1 = $1,200.00
Contract year 2 = $22,472.00                   Interest at end of contract year
($21,200.00 x 1.06)                            2 = $1,272.00
Contract year 3 = $23,820.32                   Interest at end of contract year
($22,472.00 x 1.06)                            3 = $1,348.32
Contract year 4 = $25,249.54                   Interest at end of contract year
($23,820.32 x 1.06)                            4 = $1,429.22
Contract year 5 = $26,764.51                   Interest at end of contract year
($25,249.54 x 1.06)                            5 = $1,514.97
Contract year 6 = $28,370.38                   Interest at end of contract year
($26,764.51 x 1.06)                            6 = $1,605.87
End of guaranteed term = $30,072.61            Interest at end of contract year
($28,370.38 x 1.06)                            7 = $1,702.23

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

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

>    Regulatory and tax requirements;

>    Sales commissions;

>    Administrative expenses;

>    General economic trends; and

>    Competitive factors.

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

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                                       7
<PAGE>


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

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

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

>    Withdraw all or part of it; or

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

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

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

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

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

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

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

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

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

(1)  A nonqualified deferred annuity;

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

(3)  A rollover to a Roth IRA under Tax Code section 408A (limitations apply,
     see "Purchasing a Roth IRA" in this section).

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

PAYMENT METHODS. The following purchase payment methods are allowed:

>    One lump-sum payment; or

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

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


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<PAGE>


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

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

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

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

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

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

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

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

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

RIGHT TO CANCEL
--------------------------------------------------------------------------------

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


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<PAGE>

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

>    Early Withdrawal Charge (see below);

>    Maintenance Fee (see below);

>    Premium Taxes (see below);

>    Market Value Adjustment (see "Market Value Adjustment"); and

>    Taxation (see "Taxation").

EARLY WITHDRAWAL CHARGE

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

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

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

EARLY WITHDRAWAL CHARGE SCHEDULE:

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Years since purchase
payment credited                        0    1    2    3    4    5    6    7

Fee as a percentage of
payment withdrawn:                      7%   7%   6%   6%   5%   4%   2%   0%
--------------------------------------------------------------------------------

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

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

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EXAMPLE. Assume the first guaranteed term you select is for five years. Further
assume that at the end of this five-year guaranteed term, you decide to reinvest
your account value for another guaranteed term of four years. Assume you then
make a withdrawal (but not a special withdrawal, as described below) during the
second year of the new guaranteed term. Because six years have passed since your
purchase payment was credited, you would pay a 2% early withdrawal charge, even
though you could have withdrawn all or part of your account value at the end of
the first five-year guaranteed term without paying an early withdrawal charge.
See "Waiver of Charge," below. However, if you make a withdrawal during the
third year of the new guaranteed term, or anytime thereafter, you would pay no
early withdrawal charge, because seven years would have passed since your
purchase payment was credited.
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SPECIAL WITHDRAWALS. After 12 months from the contract effective date, you may
make one withdrawal equal to 10% or less of your account value during any
calendar year, valued at the time we receive your withdrawal request in writing,
and we will not deduct any early withdrawal charge. This special withdrawal is
subject to the following restrictions:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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<PAGE>

ANNUAL MAINTENANCE FEE

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

PREMIUM TAXES

MAXIMUM AMOUNT. Some states and municipalities charge a premium tax on
annuities. These taxes currently range from 0% to 4%, depending upon the
jurisdiction. WHEN/HOW. We reserve the right to deduct a charge for premium
taxes from your account value or from your payment to the account at any time,
but not before there is a tax liability under state law. For example, we may
deduct a charge for premium taxes at the time of a complete withdrawal or we may
reflect the cost of premium taxes in our income phase payment rates when you
commence income phase payments. If, at your death, your beneficiary elects to
receive a lump-sum distribution, a charge may be deducted for any premium taxes
paid on your behalf for which we have not been reimbursed. If we deduct premium
taxes from your purchase payment, the amount invested in a guaranteed term will
be equal to the amount of your purchase payment reduced by any applicable
premium tax.

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

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

STEPS FOR MAKING A WITHDRAWAL.

>    Select the withdrawal amount.

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

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

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


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

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

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

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

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

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

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

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


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<PAGE>

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

FEATURES OF A SYSTEMATIC DISTRIBUTION OPTION

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

The following systematic distribution options may be available:

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

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

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

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


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<PAGE>

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

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

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

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

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

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

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

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



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<PAGE>

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

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

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

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

WHEN DOES AN MVA APPLY? An MVA may apply when:

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

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

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

>    You cancel the contract.

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

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

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

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

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

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

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<PAGE>

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

DURING THE ACCUMULATION PHASE

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

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

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

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

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

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

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

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

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

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

>    In one lump-sum payment;

>    In accordance with any of the available income phase payment options. See
     "Income Phase--Payment Options"; or

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

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

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

[sidebar]

This section provides information about the death benefit during the
accumulation phase. For death benefit information applicable to the income
phase, see "Income Phase."

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

[end sidebar]

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<PAGE>

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

[sidebar]

We may have used the following terms in prior prospectuses:

ANNUITY PHASE--Income Phase

ANNUITY OPTION--Payment Option

ANNUITY PAYMENT--Income Phase Payment

ANNUITIZATION--Initiating Income Phase Payments

[end sidebar]

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

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

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

>    Start date;

>    Payment option (see the payment options table in this section); and

>    Payment frequency (i.e., monthly, quarterly, semi-annually or annually).

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

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

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

>    A first payment of at least $50.

>    Total yearly payments of at least $250.

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

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

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

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<PAGE>

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

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

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

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

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


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<PAGE>

INCOME PHASE PAYMENT OPTIONS

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

TERMS USED IN THE TABLES:

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

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

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

                    DEATH BENEFIT--NONE: All payments end upon the annuitant's
                    death.
--------------------------------------------------------------------------------
Life Income--       LENGTH OF PAYMENTS: For as long as the annuitant lives, with
Guaranteed          payments guaranteed for your choice of 5, 10, 15, or 20
Payments            years, or other periods specified in the contract.

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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




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                                       22
<PAGE>
TAXATION
--------------------------------------------------------------------------------

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

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

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

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

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

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


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

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


TAXATION OF NON-QUALIFIED CONTRACTS
     TAXATION PRIOR TO DISTRIBUTION
     We believe that if you are a natural person you will generally not be taxed
on increases in the value of a non-qualified Contract until a distribution
occurs or until annuity payments begin. This assumes that the Contract will
qualify as an annuity contract for federal income tax purposes. For these
purposes, the agreement to assign or pledge any portion of the contract value
generally will be treated as a distribution. In order to receive deferral of
taxation, the following requirements must be satisfied:

        REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract
forfederal income tax purposes, the Code requires any non-qualified Contract to
contain certain provisions specifying how your interest in the Contract will be
distributed in the event of your death. The non-qualified Contracts contain
provisions that are intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We intend to
review such distribution provisions and modify them if necessary to assure that
they comply with the applicable requirements when such requirements are
clarified by regulation or otherwise. See "Death Benefit Choices" for additional
information on required distributions from non-qualified contracts.

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

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

     TAXATION OF DISTRIBUTIONS

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

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

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

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

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

               o    attributable to the taxpayer's becoming disabled; or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         WITHHOLDING. We will withhold and remit to the U.S. government a
part of the taxable portion of each distribution made under a Contract unless
the distributee notifies us at or before the time of the distribution that he or
she elects not to have any amounts withheld. The withholding rates applicable to
the taxable portion of periodic annuity payments are the same as the withholding
rates generally applicable to payments of wages. In addition, a 10% withholding
rate applies to the taxable portion of non-periodic payments. Regardless of
whether you elect not to have federal income tax withheld, you are still liable
for payment of federal income tax on the taxable portion of the payment.


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

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

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

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

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

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

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

     INDIVIDUAL RETIREMENT ANNUITIES - DISTRIBUTIONS
     All distributions from a traditional IRA are taxed as received unless
either one of the following is true:

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

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

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

          o    Start date for distributions;

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

          o    Distribution amounts.

Generally, you must begin receiving distributions from a traditional IRA by
April 1 of the calendar year following the calendar year in which you attain age
70 1/2. We must pay out distributions from the contract over one of the
following time periods:

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

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

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

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

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


If your death occurs before you begin receiving minimum distributions under the
contract, your entire balance must be distributed by December 31 of the calendar
year containing the fifth anniversary of the date of your death. For example, if
you die on September 1, 2004, your entire balance must be distributed to the
designated beneficiary by December 31, 2009. However, if the distributions begin
by December 31 of the calendar year following the calendar year of your death,
and you have named a designated beneficiary, then payments may be made over
either of the following time frames:

          o    Over the life of the designated beneficiary; or

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

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

          o    December 31 of the calendar year following the calendar year of
               your death; or

          o    December 31 of the calendar year in which you would have attained
               age 70 1/2.

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

     ROTH IRAS - DISTRIBUTIONS
     A qualified distribution from a Roth IRA is not taxed when it is received.
A qualified distribution is a distribution:

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

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

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

     TAX SHELTERED ANNUITIES - GENERAL
     Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a Contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(Social Security) tax. Distributions of (1) salary reduction contributions made
in years beginning after December 31, 1988; (2) earnings on those contributions;
and (3) earnings on amounts held as of the last year beginning before January 1,
1989, are not allowed prior to age 59 1/2, severance from employment, death or
disability. Distributions allocable to salary reduction contributions, but not
earnings on such contributions, may also be distributed upon hardship. Certain
penalties may apply.

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

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

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

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


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


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


FEDERAL INCOME TAX WITHHOLDING
We will withhold and remit to the U.S. government a part of the taxable portion
of each distribution made under a Contract unless the distributee notifies us at
or before the time of the distribution that he or she elects not to have any
amounts withheld. In certain circumstances, we may be required to withhold tax,
as explained above. The withholding rates applicable to the taxable portion of
periodic annuity payments (other than eligible rollover distributions) are the
same as the withholding rates generally applicable to payments of wages. In
addition, a 10% withholding rate applies to the taxable portion of non-periodic
payments (including withdrawals prior to the annuity starting date) and
conversions of, and rollovers from, non-Roth IRAs to Roth IRAs. Regardless of
whether you elect not to have federal income tax withheld, you are still liable
for payment of federal income tax on the taxable portion of the payment. As
discussed above, the withholding rate applicable to eligible rollover
distributions is 20%.


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


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



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

CONTRACT DISTRIBUTION

The Company's affiliate, ING Financial Advisers, LLC (ING Financial) (prior to
May 1, 2002, known as Aetna Investment Services, LLC), serves as the 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., (NASD) and the
Securities Investor Protection Corporation. ING Financial's principal office is
located at 151 Farmington Avenue, Hartford, Connecticut 06156.

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

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

COMMISSION PAYMENTS. Persons who offer and sell the contracts may be paid a
commission. The maximum percentage amount paid with respect to a given purchase
payment is 6% of the payment to an account. Asset-based service fees may also be
paid. Asset-based service fees will not exceed 11/4%of the assets held under a
contract. Some sales personnel may receive various types of non-cash
compensation as special sales incentives, including trips and educational and/or
business seminars. The total compensation package for sales, supervisory and
management personnel of affiliated or related broker-dealers may be positively
impacted if the overall amount of investments in the contracts and other
products issued or advised by the Company or its affiliates increases over time.
The distributor may be reimbursed for certain expenses. The name of the
distributor and the registered representative responsible for your account are
stated in your application. Commissions and sales related expenses are paid by
us or our affiliates and these are not deducted from payments to your account.

Independent third party broker-dealers who will act as wholesalers by assisting
us in finding broker-dealers interested in acting as distributors of the
contracts may also be contracted. These wholesalers may also provide training,
marketing and other sales related functions for us and for the distributors and
may provide certain administrative services to us in connection with the
contracts. Such wholesalers compensation may be paid based on purchase payments
for the contracts purchased through distributors selected by the wholesaler.
Third parties may also be designated to provide services in connection with the
contracts, such as reviewing applications for completeness and compliance with
insurance requirements and providing the distributors with approved marketing
material, prospectuses or other supplies. These parties may also receive
payments based on purchase payments for their services, to the extent applicable
securities laws and NASD rules allow such payments. All costs and expenses
related to these services will be paid by us or our affiliates.

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<PAGE>

CONTRACT MODIFICATION

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

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

TRANSFER OF OWNERSHIP; ASSIGNMENT

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

INVOLUNTARY TERMINATIONS

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

EXPERTS

The consolidated financial statements and schedules of the Company as of
December 31, 2003 and 2002, and for each of the three years in the period ended
December 31, 2003 appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 2003, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon and incorporated
herein by reference. The consolidated financial statements and schedules
referred to above are incorporated herein by reference in reliance upon such
reports given on the authority of such firm as experts in accounting and
auditing.



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<PAGE>

LEGAL MATTERS

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

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

FURTHER INFORMATION

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

                       Securities and Exchange Commission
                               450 Fifth Street NW
                              Washington, DC 20549

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

A copy of the Company's annual report on Form 10-K for the year ended December
31, 2003, 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.



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<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

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

INQUIRIES

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






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<PAGE>

                                   APPENDIX I

                   CALCULATING A MARKET VALUE ADJUSTMENT (MVA)

MARKET VALUE ADJUSTMENT FORMULA

The mathematical formula used to determine the MVA is:

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

Where:

>    I is the deposit period yield;

>    J is the current yield; and

>    X is the number of days remaining (computed from Wednesday of the week of
     withdrawal) in the guaranteed term.

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

EXPLANATION OF THE MARKET VALUE ADJUSTMENT FORMULA

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

The MVA depends on the relationship between the following:

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

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

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

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

DEPOSIT PERIOD YIELD

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

>    We identify the Treasury Notes that mature in the last three months of the
     guaranteed term; and

>    We determine the yield-to-maturity percentages of these Treasury Notes for
     the last business day of each week in the deposit period.

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


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<PAGE>

CURRENT YIELD

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

EXAMPLES OF MVA CALCULATIONS

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


EXAMPLE I

Assumptions:                                 Assumptions:

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

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

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

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

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

                        =.9528                                       =.9762

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

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


IICA - MRA - 131766
                                       35
<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 - MRA - 131766
                                       36

<PAGE>

<Page>

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

                                    Form 10-K

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

<Table>
<S>                                              <C>
For the fiscal year ended December 31, 2003      Commission file number: 333-49581, 033-63657
                          -----------------                              --------------------
</Table>

                        ING INSURANCE COMPANY OF AMERICA
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

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

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

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


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

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

                                 Yes /X/   No / /

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

                                 Yes /X/   No / /

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

                                 Yes / /   No /X/

APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 25,500 shares of Common Stock
as of March 25, 2004, 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, 2003

                                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 Disclosures About Market Risk                               15
Item 8.     Financial Statements and Supplementary Data                                              16
Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     40
Item 9A.    Controls and Procedures                                                                  40

                                                  PART III

Item 10.    Directors and Executive Officers of the Registrant*                                      40
Item 11.    Executive Compensation*                                                                  40
Item 12.    Security Ownership of Certain Beneficial Owners and Management*                          40
Item 13.    Certain Relationships and Related Transactions*                                          40
Item 14.    Principal Accountant Fees and Services*                                                  40

                                                  PART IV

Item 15.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K                         41

            Index on Financial Statement Schedules                                                   44
            Signatures                                                                               47
</Table>

 * Item omitted pursuant to General Instruction I(2) of Form 10-K, except as
   to Part III, Item 10 with respect to compliance with Sections 406 and 407
   of the Sarbanes-Oxley Act of 2002
** 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"), is a stock life
insurance company organized in 1990 under the insurance laws of Connecticut.
Effective January 5, 2000, the Company's state of domicile changed from
Connecticut to Florida. The Company is a wholly-owned subsidiary of ING Life
Insurance and Annuity Company ("ILIAC"). ILIAC was a wholly-owned subsidiary of
ING Retirement Holdings, Inc. ("HOLDCO"), which was a wholly-owned subsidiary of
ING Retirement Services, Inc. ("IRSI") until March 30, 2003. IRSI was a
wholly-owned subsidiary of Lion Connecticut Holdings Inc. ("Lion") until March
30, 2003, which in turn was ultimately owned by ING Groep N.V. ("ING"), a
financial services company based in The Netherlands. On March 30, 2003, a series
of mergers occurred in the following order: IRSI merged into Lion, HOLDCO merged
into Lion. As a result, ILIAC is now a direct wholly-owned subsidiary of Lion.

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.

PRODUCTS AND SERVICES

Management has determined that under Statement of Financial Accounting Standards
No. 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 mutual funds advised and/or distributed by the Company
or its affiliates or advised and/or distributed by non-affiliates. Variable
separate account investment income and realized capital gains and losses are not
reflected in the Company's statements of income.

Fixed options are either "fully guaranteed" or "experience-rated". 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 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.

                                        3
<Page>

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. In addition, 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. The Company may also receive
administrative service, distribution (12b-1), and/or service plan fees, in
addition to 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

A substantial portion of fees or other charges and margins is based on assets
under management. Assets under management are principally affected by net
deposits (i.e. 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 $723.3 million, $689.1 million and $897.4 million at
December 31, 2003, 2002 and 2001, respectively. Assets under management are
available for policyholder 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.

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.

                                        4
<Page>

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.

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 and receives an expense
allocation, at cost, based on the utilization of these employees.

                                        5
<Page>

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 2003. 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 Lion, which is ultimately owned by 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, 2003 versus 2002.

CHANGE IN ACCOUNTING PRINCIPLE

During 2002, the Company adopted Financial Accounting Standards Board ("FASB")
Statement of Financial Accounting Standards No. 142, GOODWILL AND OTHER
INTANGIBLE ASSETS ("FAS No. 142"). The adoption of this standard resulted in an
impairment loss of $101.8 million. The Company, in accordance with FAS No. 142,
recorded the impairment loss retroactive to the first quarter of 2002; prior
quarters of 2002 were restated accordingly. This impairment loss represented the
entire carrying amount of goodwill, net of accumulated amortization. This
impairment charge was shown as a change in accounting principle on the December
31, 2002 Income Statement.

RESULTS OF OPERATIONS

Fee income for the year ended December 31, 2003 decreased by $1.8 million
compared to the year ended December 31, 2002. A substantial portion of fee
income is calculated based on variable assets under management. The decrease in
fee income was primarily due to a decrease in the Company's average variable
assets under management. The Company's variable assets under management declined
due to normal net cash outflows, partially offset by improved equity market
returns.

Net investment income decreased $0.1 million for the year ended December 31,
2003, respectively, compared to the same periods in 2002. Net investment income
decreased due to the lower interest rate environment.

Net realized capital gains for the year ended December 31, 2003 increased by
$4.7 million compared to the year ended 2002. Net realized gains resulted
from sales of fixed maturities having a fair value greater than book value
primarily due to declining interest rates.

Interest credited and other benefits to policyholders decreased $3.7 million
in contrast to the comparative period in 2002. The decrease was primarily a
result of a decline in assets under management with fixed options coupled
with a decrease in credited interest rates resulting from a management
decision to lower credited rates as a result of the lower interest rate
environment in 2003 compared to 2002.

                                        7
<Page>

Underwriting, acquisition, and insurance expenses for the year ended December
31, 2003 decreased by $0.1 million compared to the same period in 2002. The
lower expenses are primarily due to decreases in general expenses and
commissions substantially offset by a decrease in policy acquisition costs
deferred. The reduction in general expenses was a result of lower allocation of
expenses from the Company's parent. Commissions decreased during the periods as
a result of decreases in new and renewal business generated during the year
ended December 31, 2003 as compared to the same period in 2002. Policy
acquisition costs deferred decreased primarily due to lower commissions and
other acquisition costs during the respective periods.

Amortization of deferred policy acquisition costs and value of business acquired
for the year ended December 31, 2003, decreased by $7.0 million compared to the
same period in 2002. Decreased amortization during the year was primarily due to
improved market and fund performance. Amortization of long-duration products is
recorded in proportion to actual and estimated future gross profits. Estimated
gross profits are computed based on assumptions related to the underlying
contracts, including but not limited to interest margins, surrenders,
withdrawals, expenses, and asset growth. The decrease 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.

The cumulative effect of change in accounting principle for the year ended
December 31, 2002, was a loss of $101.8 million, related to the adoption of FAS
No. 142, which addresses the value of goodwill and other intangible assets.

Net income, excluding cumulative effect of change in accounting principle,
increased by $9.6 million for the year ended December 31, 2003, as compared to
the year ended December 31, 2002. Higher earnings are primarily the result of an
increase in net realized capital gains and a decrease in amortization of
deferred policy acquisition costs and value of business acquired partially
offset by a decrease in fee income.

The Company's annuity deposits and assets under management were as follows:

<Table>
<Caption>
(MILLIONS)                                              2003      2002      2001
--------------------------------------------------------------------------------
<S>                                                  <C>       <C>       <C>
Deposits
  Annuities--fixed options                           $   4.6   $   6.6   $   7.1
  Annuities--variable options                           17.9      21.4      29.6
--------------------------------------------------------------------------------
Total deposits                                       $  22.5   $  28.0   $  36.7
================================================================================
Assets under management
  Annuities--fixed options (1)                       $ 138.9   $ 150.7   $ 156.1
  Annuities--variable options (2)                      584.4     538.4     741.3
--------------------------------------------------------------------------------
Total--assets under management                       $ 723.3   $ 689.1   $ 897.4
================================================================================
</Table>

(1) Excludes net unrealized capital gains of $5.2 million, $8.0 million and $4.2
    million at December 31, 2003, 2002 and 2001, respectively.
(2) Includes $440.5 million, $399.0 million and $564.9 million at December 31,
    2003, 2002 and 2001, respectively, of assets invested through the Company's
    products in unaffiliated mutual funds.

                                        8
<Page>

FINANCIAL CONDITION

INVESTMENTS

FIXED MATURITIES

At December 31, 2003 and 2002, 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, $92.3
million, or 69% of total fixed maturities, and $118.2 million, or 91% of total
fixed maturities, respectively, supported experience-rated products. Total fixed
maturities reflected net unrealized capital gains of $5.2 million and $8.0
million at December 31, 2003 and 2002, 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, 2003 and 2002.

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.

The percentage of total fixed maturities by quality rating category is as
follows:

<Table>
<Caption>
                                                             DECEMBER 31, 2003   DECEMBER 31, 2002
--------------------------------------------------------------------------------------------------
<S>                                                               <C>                 <C>
AAA                                                                47.7%               53.9%
AA                                                                  1.2                 4.5
A                                                                  27.7                21.8
BBB                                                                22.6                17.4
BB                                                                  0.1                 0.3
B and below                                                         0.7                 2.1
--------------------------------------------------------------------------------------------------
   Total                                                          100.0%              100.0%
==================================================================================================
</Table>

                                        9
<Page>

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

<Table>
<Caption>
                                                             DECEMBER 31, 2003   DECEMBER 31, 2002
--------------------------------------------------------------------------------------------------
<S>                                                               <C>                 <C>
U.S. Corporate                                                     56.9%               41.9%
Residential Mortgaged-backed                                       19.7                18.0
U.S. Treasuries/Agencies                                            6.0                22.4
Commercial/Multifamily Mortgage-backed                              4.0                 5.2
Asset-backed                                                        6.2                 5.5
Foreign                                                             7.2                 7.0
--------------------------------------------------------------------------------------------------
   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.

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.

                                       10
<Page>

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: investment impairment testing, amortization of deferred acquisition
costs and value of business acquired and goodwill impairment testing. 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.

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 and non-capitalized commissions.

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,

                                       11
<Page>

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 variable universal life and variable deferred annuity products
is the assumed return associated with future variable 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
variable 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.

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

The Company has remained unlocked during 2003, and reset long-term assumptions
for the separate account returns from 9.0% to 8.5% (gross before fund management
fees and mortality and expense and other policy charges), as of December 31,
2003, maintaining a blended return of equity and other sub-accounts. The 2003
unlocking adjustment from the previous year was primarily driven by improved
market performance. For the year ended December 31, 2003, the Company recorded a
deceleration of DAC/VOBA amortization totaling $1.1 million before tax, or $0.7
million, net of $0.4 million of federal income tax expense.

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 value of goodwill and the resulting impairment loss recorded is based on
these estimates, which require a significant amount of management judgment.
The adoption of FAS No. 142 resulted in the impairment of the Company's
entire goodwill balance during 2002. 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 and Financial Condition for the impact these procedures had on the
Company's income.

OFF-BALANCE SHEET ARRANGEMENTS

In January 2003, the FASB issued FASB Interpretation 46, CONSOLIDATION OF
VARIABLE INTEREST ENTITIES, AN INTERPRETATION OF ARB NO.51 ("FIN 46"). In
December 2003, the FASB modified FIN 46 to make certain technical revisions and
address certain implementation issues that had arisen. FIN 46 provides a new
framework for identifying variable interest entities ("VIE") and determining
when a company should include

                                       12
<Page>

the assets, liabilities, noncontrolling interests and results of activities of a
VIE in its consolidated financial statements.

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

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

At December 31, 2003, the Company held the following investments that, for
purposes of FIN 46, were evaluated and determined to not require consolidation
in the Company's financial statements:

<Table>
<Caption>
ASSET TYPE                                              PURPOSE         BOOK VALUE (1)   MARKET VALUE
-----------------------------------------------------------------------------------------------------
<S>                                               <C>                       <C>             <C>
Private Corporate Securities--synthetic leases;
  project financings; credit tenant leases        Investment Holdings       $  3.0          $  3.1
Commercial Mortgage Obligations (CMO)             Investment Holdings         26.3            26.2
Asset Backed Securities (ABS)                     Investment Holdings          6.0             6.3
Commercial Mortgage Backed Securities (CMBS)      Investment Holdings          4.9             5.3
</Table>

(1) Represents maximum exposure to loss except for those structures for which
the Company also receives asset management fees

As of December 31, 2003, the Company had no significant contractual
obligations.

LEGISLATIVE INITIATIVES

The Jobs and Growth Tax Relief Reconciliation Act of 2003, which was enacted in
the second quarter, may impact the Company. The Act's provisions, which reduce
the tax rates on long-term capital gains and corporate dividends, impact the
relative competitiveness of the Company's products especially variable
annuities.

Other legislative proposals under consideration include repealing the estate
tax, changing the taxation of products, changing life insurance company taxation
and making changes to nonqualified deferred compensation arrangements. Some of
these proposals, if enacted, could have a material effect on life insurance,
annuity and other retirement savings product sales.

The impact on the Company's tax position and products cannot be predicted.


                                       13
<Page>

OTHER REGULATORY MATTERS

Like many financial services companies, certain U.S. affiliates of ING Groep
N.V. have received informal and formal requests for information since
September 2003 from various governmental and self-regulatory agencies in
connection with investigations related to mutual funds and variable insurance
products. ING has cooperated fully with each request.

In addition to responding to regulatory requests, ING management initiated an
internal review of trading in ING insurance, retirement, and mutual fund
products. The goal of this review has been to identify whether there have
been any instances of inappropriate trading in those products by third
parties or by ING investment professionals and other ING personnel. This
internal review is being conducted by independent special counsel and
auditors. Additionally, ING reviewed its controls and procedures in a
continuing effort to deter improper frequent trading in ING products. ING's
internal reviews related to mutual fund trading are continuing.

The internal review has identified several arrangements allowing third
parties to engage in frequent trading of mutual funds within our variable
insurance and mutual fund products, and identified other circumstances where
frequent trading occurred despite measures taken by ING intended to combat
market timing. Most of the identified arrangements were initiated prior to
ING's acquisition of the businesses in question. In each arrangement
identified, ING has terminated the inappropriate trading, taken steps to
discipline or terminate employees who were involved, and modified policies
and procedures to deter inappropriate activity. While the review is not
completed, management believes the activity identified does not represent a
systemic problem in the businesses involved.

These instances included agreements (initiated in 1998) that permitted one
variable life insurance customer of Reliastar Life Insurance Company
("Reliastar") to engage in frequent trading, and to submit orders until 4pm
Central Time, instead of 4pm Eastern Time. Reliastar was acquired by ING in
2000. The late trading arrangement was immediately terminated when current
senior management became aware of it in 2002. ING believes that no profits
were realized by the customer from the late trading aspect of the arrangement.

In addition, the review has identified five arrangements that allowed
frequent trading of funds within variable insurance products issued by
Reliastar and by ING USA Annuity & Life Insurance Company; and in certain ING
Funds. ING entities did not receive special benefits in return for any of
these arrangements, which have all been terminated. The internal review also
identified two investment professionals who engaged in improper frequent
trading in ING Funds.

ING will reimburse any ING Fund or its shareholders affected by inappropriate
trading for any profits that accrued to any person who engaged in improper
frequent trading for which ING is responsible. Management believes that the
total amount of such reimbursements will not be material to ING or its U.S.
business.

                                       14
<Page>

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 policyholder behavior and variable
separate account performance. Policyholders bear the investment risk related to
variable insurance products.

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.

                                       15
<Page>

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                                                PAGE
                                                                                ----
<S>                                                                               <C>
Report of Independent Auditors                                                    19

Financial Statements:

      Income Statements for the years ended December 31, 2003, 2002 and 2001      20

      Balance Sheets as of December 31, 2003 and 2002                             21

      Statements of Changes in Shareholder's Equity for the years ended
           December 31, 2003, 2002 and 2001                                       22

      Statements of Cash Flows for the years ended
           December 31, 2003, 2002 and 2001                                       23

Notes to Financial Statements                                                     24
</Table>

                                       16
<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, 2003 and 2002, and the related income statements,
statements of changes in shareholder's equity, and statements of cash flows for
each of the three years in the period ended December 31, 2003. 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 as of December 31, 2003 and 2002, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
2003, in conformity with accounting principles generally accepted in the United
States.

As discussed in Note 1 to the financial statements, the Company changed its
accounting for goodwill and other intangible assets effective January 1, 2002.


                                                     /s/ Ernst & Young LLP


Atlanta, Georgia
March 22, 2004

                                       17
<Page>

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

                                INCOME STATEMENTS
                                   (Millions)

<Table>
<Caption>
                                                              YEAR ENDED DECEMBER 31,
                                                           ------------------------------
                                                            2003       2002        2001
                                                           -------   ---------   --------
<S>                                                        <C>       <C>         <C>
Revenues:
   Fee income                                              $   6.7   $     8.5   $   14.6
   Net investment income                                       6.6         6.7        9.9
   Net realized capital gains (losses)                         2.3        (2.4)       0.9
                                                           -------   ---------   --------
           Total revenue                                      15.6        12.8       25.4
                                                           -------   ---------   --------
Benefits, losses and expenses:
   Benefits:
      Interest credited and other benefits
         to policyholders                                      0.3         4.0        7.2
   Underwriting, acquisition, and insurance expenses:
      General expenses                                         1.9         2.2        0.8
      Commissions                                              1.8         2.1        2.4
      Policy acquisition costs deferred                       (0.3)       (0.8)      (1.0)
   Amortization:
      Deferred policy acquisition costs and value
      of business acquired                                     3.6        10.6        4.8
      Goodwill                                                  --          --        2.6
                                                           -------   ---------   --------
           Total benefits, losses and expenses                 7.3        18.1       16.8
                                                           -------   ---------   --------

Income (loss) before income taxes and cumulative effect
   of change in accounting principle                           8.3        (5.3)       8.6
Income tax expense (benefit)                                   2.0        (2.0)       3.7
                                                           -------   ---------   --------
Income (loss) before cumulative effect of change
   in accounting principle                                     6.3        (3.3)       4.9
Cumulative effect of change in accounting principle             --      (101.8)        --
                                                           -------   ---------   --------

Net income (loss)                                          $   6.3   $  (105.1)  $    4.9
                                                           =======   =========   ========
</Table>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE 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>
                                                                                AS OF DECEMBER 31,
                                                                                2003         2002
                                                                             ----------   ----------
<S>                                                                          <C>           <C>
ASSETS:
Investments
Fixed maturities, available for sale, at fair value
   (amortized cost of $127.9 at 2001 and $121.6 at 2002)                     $   133.1     $   129.6
Cash and cash equivalents                                                          4.8           5.2
Accrued investment income                                                          1.3           1.5
Deferred policy acquisition costs                                                  0.9           1.2
Value of business acquired                                                        31.6          34.2
Other Assets                                                                      19.7          14.5
Assets held in separate accounts                                                 660.7         622.0
                                                                             ---------     ---------
Total assets                                                                 $   852.1     $   808.2
                                                                             =========     =========
Liabilities and Shareholder's Equity
Policy liabilities and accruals:
  Other policyholders' funds                                                 $    86.6     $    91.1
Current income taxes                                                               1.7           2.1
Deferred income taxes                                                              7.9           6.3
Other liabilities                                                                  2.6           0.8
Liabilities related to separate accounts                                         660.7         622.0
                                                                             ---------     ---------
Total liabilities                                                            $   759.5     $   722.3
                                                                             =========     =========
Shareholder equity
Common Stock (35,000 shares authorized; 25,000 issued
   and outstanding $100 per share per value)                                       2.5           2.5
Additional paid-in capital                                                       181.2         181.2
Accumulated other comprehensive income                                             2.2           1.8
Retained deficit                                                                 (93.3)        (96.6)

Total shareholder's equity                                                        92.6          85.9
                                                                             ---------     ---------
Total liabilities and shareholder's equity                                   $   852.1     $   808.2
                                                                             =========     =========
</Table>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE 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
                                             ADDITIONAL       OTHER       RETAINED        TOTAL
                                    COMMON     PAID-IN    COMPREHENSIVE   EARNINGS    SHAREHOLDER'S
                                     STOCK     CAPITAL       INCOME       (DEFICIT)      EQUITY
                                    ------   ----------   -------------   ---------   -------------
<S>                                 <C>      <C>          <C>             <C>         <C>
Balance at December 31, 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
   Comprehensive income:
     Net income                         --           --              --         6.3             6.3
     Other comprehensive
         income net of tax:
         Unrealized gain on
           securities ($0.6
           pretax)                      --           --             0.4          --             0.4
                                                                                      -------------
   Comprehensive income                                                                         6.7
                                    ------   ----------   -------------   ---------   -------------
Balance at December 31, 2003        $  2.5   $    181.2   $         2.2   $  (93.3)   $        92.6
                                    ======   ==========   =============   =========   =============
</Table>

                                       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>
                                                                                      YEAR ENDED DECEMBER 31,
                                                                                ----------------------------------
                                                                                   2003         2002        2001
                                                                                ----------   ----------   --------
<S>                                                                             <C>          <C>          <C>
Cash Flows from Operating Activities:
Net income (loss)                                                               $      6.3   $   (105.1)  $    4.9
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 (gain) losses                                                 (2.3)         2.4       (0.9)
   (Increase) decrease in accrued investment income                                    0.2          0.5       (0.4)
   (Increase) decrease in deferred policy acquisition costs                            0.3         (0.4)       3.8
   (Increase) decrease in value of business acquired                                   2.6          10.2         --
   Amortization of goodwill, net of adjustments                                         --           --        2.6
   Goodwill impairment                                                                  --        101.8         --
   Change in other assets and liabilities                                             (6.7)         7.3        1.3
   Net change in amounts due to/from parent and affiliate                               --           --       (0.3)
   Provision for deferred income taxes                                                 1.4          1.3        3.1
   Other, net                                                                           --          0.1         --
                                                                                ----------   ----------   --------
Net cash provided by operating activities                                              2.0         18.1       14.1
                                                                                ----------   ----------   --------
Cash Flows from Investing Activities:
   Proceeds from the sale of:
     Fixed maturities available for sale                                             192.0        117.2       67.6
     Short-term investments                                                             --           --        2.8
   Investment maturities and collections of:
     Fixed maturities available for sale                                              14.3         15.9       12.1
   Acquisition of investments:
     Fixed maturities available for sale                                            (210.3)      (128.1)     (71.3)
   Other, net                                                                         (0.2)         0.7         --
                                                                                ----------   ----------   --------
Net cash provided by (used for) investing activities                                  (4.2)         5.7       11.2
                                                                                ----------   ----------   --------
Cash Flows from Financing Activities:
   Deposits and interest credited for investment contracts                             7.7          8.0        6.3
   Maturities and withdrawals from insurance contracts                                (2.2)       (26.4)     (29.7)
   Return of capital                                                                    --           --       (0.4)
   Transfers from (to) separate accounts                                              (3.7)         0.4      (11.2)
                                                                                ----------   ----------   --------
Net cash provided by (used for) financing activities                                   1.8        (18.0)     (35.0)
                                                                                ----------   ----------   --------
Net increase (decrease) in cash and cash equivalents                                  (0.4)         5.8       (9.7)
Cash and cash equivalents, beginning of period                                         5.2         (0.6)       9.1
                                                                                ----------   ----------   --------
Cash and cash equivalents, end of period                                        $      4.8   $      5.2   $   (0.6)
                                                                                ==========   ==========   ========
Supplemental cash flow information:
Income taxes (received) paid, net                                               $      1.1   $     (1.3)  $    0.3
                                                                                ==========   ==========   ========
</Table>

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

                                       21
<Page>

NOTES TO FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION

     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 was a wholly-owned
     subsidiary of ING Retirement Holdings, Inc. ("HOLDCO"), which was a
     wholly-owned subsidiary of ING Retirement Services, Inc. ("IRSI"). IRSI was
     a wholly-owned subsidiary of Lion Connecticut Holdings, Inc. ("Lion") until
     March 30, 2003, which in turn was ultimately owned by ING Groep N.V.
     ("ING"), a financial services company based in The Netherlands. On March
     30, 2003, a series of mergers occurred in the following order: IRSI merged
     into Lion, HOLDCO merged into Lion. As a result ILIAC is now a direct
     wholly-owned subsidiary of Lion.

     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.

     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.

     RECENTLY ADOPTED ACCOUNTING STANDARDS

     ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

     During 2002, the Company adopted Financial Accounting Standards Board
     ("FASB") Statement of Financial Accounting Standards No. 142, GOODWILL AND
     OTHER INTANGIBLE ASSETS ("FAS No. 142"). The adoption of this standard
     resulted in an impairment loss of $101.8 million. The Company, in
     accordance with FAS No. 142, recorded the impairment loss retroactive to
     the first quarter of 2002; prior quarters of 2002 were restated
     accordingly. This impairment loss represented the entire carrying amount of
     goodwill, net of accumulated amortization. This impairment charge was shown
     as a change in accounting principle on the December 31, 2002 Income
     Statement.

     Application of the nonamortization provision (net of tax) of the standard
     resulted in an increase in net income of $3.8 million for the twelve months
     ended December 31, 2002. Had the Company been

                                       22
<Page>

     accounting for goodwill under FAS No. 142 for all periods presented, the
     Company's net income would have been as follows:

<Table>
<Caption>
                                                           YEAR ENDED
                                                          DECEMBER 31,
     (MILLIONS)                                               2001
     -----------------------------------------------------------------
     <S>                                                    <C>
     Reported net income                                    $  4.9
     Add back goodwill amortization, net of tax                2.6
     -----------------------------------------------------------------
     Adjusted net income                                    $  7.5
     =================================================================
</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 holdings 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 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.

                                       23
<Page>

     The Derivative Implementation Group ("DIG") responsible for issuing
     guidance on behalf of the FASB for implementation of FAS No. 133,
     ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES recently
     issued Statement Implementation Issue No. B36, EMBEDDED DERIVATIVES:
     MODIFIED COINSURANCE ARRANGEMENTS AND DEBT INSTRUMENTS THAT INCORPORATE
     CREDIT RISK EXPOSURES THAT ARE UNRELATED OR ONLY PARTIALLY RELATED TO THE
     CREDIT WORTHINESS OF THE OBLIGOR UNDER THOSE INSTRUMENTS ("DIG B36"). Under
     this interpretation, modified coinsurance and coinsurance with funds
     withheld reinsurance agreements as well as other types of receivables and
     payables where interest is determined by reference to a pool of fixed
     maturity assets or total return debt index may be determined to contain
     embedded derivatives that are required to be bifurcated. The required date
     of adoption of DIG B36 for the Company was October 1, 2003. The Company
     completed its evaluation of DIG B36 and determined that it has no
     investment or insurance products that require implementation of the
     guidance, and therefore, the guidance did not impact Company's financial
     position, results of operations or cash flows.

     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.

     VARIABLE INTEREST ENTITIES

     In January 2003, the FASB issued FASB Interpretation 46, CONSOLIDATION OF
     VARIABLE INTEREST ENTITIES, AN INTERPRETATION OF ARB NO. 51 ("FIN 46"). In
     December 2003, the FASB modified FIN 46 to make certain technical revisions
     and address certain implementation issues that had arisen. FIN 46 provides
     a new framework for identifying variable interest entities ("VIE") and
     determining when a company should include the assets, liabilities,
     noncontrolling interests and results of activities of a VIE in its
     consolidated financial statements.

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

     FIN 46 requires a VIE to be consolidated if a party with an ownership,
     contractual or other financial interest in the VIE (a variable interest
     holder) is obligated to absorb a majority of the risk of loss from the
     VIE's activities, is entitled to receive a majority of the VIE's residual
     returns (if no party absorbs a

                                       24
<Page>

     majority of the VIE's losses), or both. A variable interest holder that
     consolidates the VIE is called the primary beneficiary. Upon consolidation,
     the primary beneficiary generally must initially record all of the VIE's
     assets, liabilities and noncontrolling interests at fair value and
     subsequently account for the VIE as if it were consolidated based on
     majority voting interest. FIN 46 also requires disclosures about VIEs that
     the variable interest holder is not required to consolidate, but in which
     it has a significant variable interest.

     At December 31, 2003, the Company held the following investments that, for
     purposes of FIN 46, were evaluated and determined to not require
     consolidation in the Company's financial statements:

<Table>
<Caption>
          ASSET TYPE                                        PURPOSE           BOOK VALUE (1)   MARKET VALUE
     ------------------------------------------------------------------------------------------------------
     <S>                                                <C>                     <C>              <C>
     Private Corporate Securities--synthetic leases;
     project financings; credit tenant leases           Investment Holdings     $   3.0          $   3.1
     Commercial Mortgage Obligations (CMO)              Investment Holdings        26.3             26.2
     Asset Backed Securities (ABS)                      Investment Holdings         6.0              6.3
     Commercial Mortgage Backed Securities (CMBS)       Investment Holdings         4.9              5.3
</Table>

     (1)  Represents maximum exposure to loss except for those structures for
          which the Company also receives asset management fees

     NEW ACCOUNTING PRONOUNCEMENTS

     In July 2003, the American Institute of Certified Public Accountants
     ("AICPA") issued Statement of Position ("SOP") 03-1, ACCOUNTING AND
     REPORTING BY INSURANCE ENTERPRISES FOR CERTAIN NONTRADITIONAL LONG-DURATION
     CONTRACTS AND FOR SEPARATE ACCOUNTS, which the Company intends to adopt
     during first quarter 2004. The impact on the financial statements is not
     known at this time.

     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.

     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

                                       25
<Page>

     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 included 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.

     Fair values for fixed maturities are obtained from independent pricing
     services or broker/dealer quotations. Fair values for privately placed
     bonds are determined using a matrix-based model. The matrix-based model
     considers the level of risk-free interest rates, current corporate spreads,
     the credit quality of the issuer and cash flow characteristics of the
     security. 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." The
     Company had no securities pledged to creditors at December 31, 2003 and
     2002.

                                       26
<Page>

     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 maturities issues purchased with an original maturity of 91
     days to one year, are considered available for sale and are carried at fair
     value, which approximates amortized cost.

     The Company's use of derivatives is limited to economic 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. Value of business acquired ("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

                                       27
<Page>

     policies (usually 25 years) in relation to the emergence of estimated gross
     profits from surrender charges, investment margins, mortality and expense
     fees, 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.

     Activity for the years ended December 31, 2003, 2002 and 2001 within VOBA
     were as follows:

<Table>
<Caption>
<S>                                                    <C>
     Balance at December 31, 2000                      $   58.7
     Adjustment of allocation purchase price               (7.6)
     Additions                                              0.2
     Interest accrued at 7%                                 3.3
     Amortization                                          (8.1)
     -------------------------------------------------------------
     Balance at December 31, 2001                          46.5
     Adjustments for unrealized gain (loss)                (2.1)
     Additions                                              0.2
     Amortization                                         (10.4)
     -------------------------------------------------------------
     Balance at December 31, 2002                          34.2
     Adjustment for unrealized gain (loss)                  0.6
     Interest accrued at 7%                                 1.7
     Amortization                                          (4.9)
     -------------------------------------------------------------
     Balance at December 31, 2003                          31.6
     =============================================================
</Table>

     The estimated amount of VOBA to be amortized, net of interest, over the
     next five years is $6.8 million, $5.4 million, $4.1 million, $3.2 million
     and $2.6 million for the years 2004, 2005, 2006, 2007 and 2008,
     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 of
     2002, the Company unlocked its long-term rate of return assumptions. The
     Company reset long-term assumptions for the separate account returns to
     9.0% (gross before fund management fees and mortality and expense and other
     policy charges), as of December 31, 2002, reflecting a blended return of
     equity and other sub-accounts. The initial unlocking adjustment in 2002 was
     primarily driven by the sustained downturn in the equity markets and
     revised expectations for future returns. During 2002, the Company recorded
     an acceleration of DAC/VOBA amortization totaling $3.5 million before tax,
     or $2.3 million, net of $1.2 million of federal income tax benefit.

     The Company has remained unlocked during 2003, and reset long-term
     assumptions for the separate account returns from 9.0% to 8.5% (gross
     before fund management fees and mortality and expense and other policy
     charges), as of December 31, 2003, maintaining a blended return of equity
     and other sub-accounts. The 2003 unlocking adjustment from the previous
     year was primarily driven by improved market performance. For the year
     ended December 31, 2003, the Company recorded a deceleration


                                       28
<Page>

     of DAC/VOBA amortization totaling $1.1 million before tax, or $0.7
     million, net of $0.4 million of federal income tax expense.

     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 4.9% 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 3.0% 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 policyholders, plan participants, and the
     Company.

     REVENUE RECOGNITION

     For certain annuity contracts, fee income for the cost of insurance,
     surrender expenses, and other fees are recorded as revenue as fee income.
     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 policyholders. The assets of each account are
     legally segregated and are not subject to claims that arise out of any
     other business of the Company.

                                       29
<Page>

     Separate Account assets supporting variable options under annuity contracts
     are invested, as designated by the policyholder 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, 2003 and
     2002, unrealized gains of $3.3 million and $2.7 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 2.4% to 6.4% in 2003 and 3.0% to
     7.3% in 2002.

     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.

     Deferred corporate tax is stated at the face value and is calculated for
     temporary valuation differences between carrying amounts of assets and
     liabilities in the balance sheet and tax bases based on tax rates that are
     expected to apply in the period when the assets are realized or the
     liabilities are settled.

     Deferred tax assets are recognized to the extent that it is probable that
     taxable profits will be available against which the deductible temporary
     differences can be utilized. A deferred tax asset is recognized for the
     carryforward of unused tax losses to the extent that it is probable that
     future taxable profits will be available for compensation.

                                       30
<Page>

2.   INVESTMENTS

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

<Table>
<Caption>
                                                                        GROSS       GROSS
                                                           AMORTIZED  UNREALIZED  UNREALIZED   FAIR
      2003 (MILLIONS)                                        COST       GAINS       LOSSES     VALUE
     ------------------------------------------------------------------------------------------------
      <S>                                                  <C>          <C>         <C>       <C>
      U.S. government and government agencies
        and authorities                                    $   7.6      $  0.4      $   --    $   8.0

      U.S. corporate securities:
           Public utilities                                    4.1         0.1          --        4.2
           Other corporate securities                         73.2         3.9         0.3       76.8
     ------------------------------------------------------------------------------------------------
        Total U.S. corporate securities                       77.3         4.0         0.3       81.0
     ------------------------------------------------------------------------------------------------

      Foreign securities:
           Other                                               9.0         0.6          --        9.6
     ------------------------------------------------------------------------------------------------
        Total foreign securities                               9.0         0.6          --        9.6
     ------------------------------------------------------------------------------------------------

      Mortgage-backed securities                              26.3         0.2         0.3       26.2

      Other asset-backed securities                            7.7         0.6          --        8.3
     ------------------------------------------------------------------------------------------------

      Total fixed maturities                               $ 127.9      $  5.8      $  0.6    $ 133.1
     ================================================================================================
</Table>

<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                         50.4         4.5         0.1       54.8
     ------------------------------------------------------------------------------------------------
        Total U.S. corporate securities                       56.6         4.7         0.3       61.0
     ------------------------------------------------------------------------------------------------

      Foreign securities:
           Other                                               8.4         0.7          --        9.1
     ------------------------------------------------------------------------------------------------
        Total foreign securities                               8.4         0.7          --        9.1
     ------------------------------------------------------------------------------------------------

      Mortgage-backed securities                              22.0         1.3          --       23.3

      Other assets-backed securities                           6.7         0.5          --        7.2
     ------------------------------------------------------------------------------------------------

      Total fixed maturities                               $ 121.6      $  8.3      $  0.3    $ 129.6
     ================================================================================================
</Table>

                                       31
<Page>

     At December 31, 2003 and 2002, net unrealized appreciation of $5.2 million
     and $8.0 million, respectively, on available-for-sale fixed maturities
     (including fixed maturities pledged to creditors in 2002) included $5.1
     million and $7.3 million, respectively, related to experience-rated
     contracts, which were not reflected in shareholder's equity but in other
     policyholders' funds.

     The aggregate unrealized losses and related fair values of investments with
     unrealized losses as of December 31, 2003, are shown below by duration:

<Table>
<Caption>
                                              UNREALIZED   FAIR
      (MILLIONS)                                 LOSS      VALUE
     ------------------------------------------------------------
      <S>                                      <C>        <C>
      Duration category:
        Less than six months below cost        $   0.1    $  16.4
        More than six months and less than
          twelve months below cost                 0.5       29.4
     ------------------------------------------------------------
      Fixed maturities                         $   0.6    $  45.8
     ============================================================
</Table>

     The losses more than 6 months and less than 12 months in duration of $0.5
     million are primarily related to interest rate movement or spread widening
     for other than credit-related reasons. Business and operating fundamentals
     are performing as expected.

     The amortized cost and fair value of total fixed maturities for the
     year-ended December 31, 2003 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                       $   8.2    $   8.5
        After one year through five years         42.2       44.4
        After five years through ten years        28.2       28.9
        After ten years                           10.4       11.5
        Mortgage-backed securities                33.0       33.5
        Other asset-backed securities              5.9        6.3
     ------------------------------------------------------------
        Fixed maturities                       $ 127.9    $ 133.1
     ============================================================
</Table>

     At December 31, 2003 and 2002, fixed maturities with fair values of $6.7
     million and $6.5 million, respectively, were on deposit as required by
     regulatory authorities.

     The Company did not have investments in equity securities at December 31,
     2003 or 2002.

     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


                                       32
<Page>

     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.

3.   FINANCIAL INSTRUMENTS

     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 following financial instruments:

     FIXED MATURITIES: The fair values for the actively traded marketable bonds
     are determined based upon the quoted market prices. The fair values for
     marketable bonds without an active market are obtained through several
     commercial pricing services which provide the estimated fair values. Fair
     values of privately placed bonds are determined using a matrix-based
     pricing model. The model considers the current level of risk-free interest
     rates, current corporate spreads, the credit quality of the issuer and cash
     flow characteristics of the security. 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 policyholder 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.

                                       33
<Page>

     The carrying values and estimated fair values of certain of the Company's
     financial instruments at December 31, 2003 and 2002 were as follows:

<Table>
<Caption>
                                                   2003               2002
                                            -----------------  ------------------
                                            CARRYING   FAIR    CARRYING   FAIR
      (MILLIONS)                             VALUE     VALUE    VALUE     VALUE
     ----------------------------------------------------------------------------
      <S>                                   <C>       <C>      <C>       <C>
      Assets:
        Fixed maturities                    $ 133.1   $ 133.1  $  129.6  $  129.6
        Cash and cash equivalents               4.8       4.8       5.2       5.2
      Investment contract liabilities:
        With a fixed maturity                   1.6       1.5       1.4       1.4
        Without a fixed maturity               17.6      17.6      12.6      12.6
</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.

4.   NET INVESTMENT INCOME

     Sources of net investment income were as follows:

<Table>
<Caption>
                                            YEAR ENDED    YEAR ENDED    YEAR ENDED
                                            DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
       (MILLIONS)                              2003          2002          2001
     -------------------------------------------------------------------------------
       <S>                                     <C>           <C>           <C>
       Fixed maturities                        $  7.4        $  7.9        $  8.9
       Cash equivalents                            --           0.1           0.5
       Other                                       --            --           1.0
     -------------------------------------------------------------------------------
       Gross investment income                    7.4           8.0          10.4
       Less: investment expenses                  0.8           1.3           0.5
     -------------------------------------------------------------------------------
       Net investment income                   $  6.6        $  6.7        $  9.9
     ===============================================================================
</Table>

     Net investment income includes amounts allocable to experience rated
     policyholders of $5.7 million, $2.8 million and $7.3 million, for the years
     ended December 31, 2003, 2002 and 2001, respectively. Interest credited to
     policyholders 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 2003 and 2002.

                                       34
<Page>

     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 $5.0 million, $2.5
     million and $1.1 million for the years ended December 31, 2003, 2002 and
     2001, respectively. Statutory capital and surplus was $68.3 million and
     $63.7 million as of December 31, 2003 and 2002, respectively.

     As of December 31, 2003, 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.

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

6.   CAPITAL GAINS AND LOSSES

     Net realized capital gains of $1.6 million, $1.7 million and $1.3 million
     for the years ended December 31, 2003, 2002 and 2001, respectively,
     allocable to experience rated contracts, were deducted from net realized
     capital gains (losses) and an offsetting amount was reflected in Other
     policyholders' funds on the Balance Sheets. Net unamortized gains (losses)
     allocable to experienced rated policyholders were $1.3 million, $0.1
     million and $(1.1) million at December 31, 2003, 2002 and 2001,
     respectively.

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

<Table>
<Caption>
                                                         YEAR ENDED    YEAR ENDED    YEAR ENDED
                                                        DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
       (MILLIONS)                                           2003          2002          2001
     -------------------------------------------------------------------------------------------
       <S>                                                <C>           <C>           <C>
       Proceeds on sales                                  $  192.0      $  117.2      $   67.6
       Gross gains                                             4.4           0.6           0.9
       Gross losses                                            2.1           3.0            --
</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 policyholders) were as follows:

<Table>
<Caption>
                                                         YEAR ENDED    YEAR ENDED    YEAR ENDED
                                                        DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
       (MILLIONS)                                           2003          2002          2001
     -------------------------------------------------------------------------------------------
       <S>                                                <C>           <C>           <C>
       Fixed maturities                                   $   (0.6)     $    0.4      $     --
       Equity securities                                        --            --           0.1
       Other                                                   1.2           0.4           1.6
     -------------------------------------------------------------------------------------------
            Subtotal                                           0.6           0.8           1.7
       Less: Increase in deferred income taxes                 0.2           0.3           0.6
     -------------------------------------------------------------------------------------------
</Table>

                                       35
<Page>

<Table>
<Caption>
                                                         YEAR ENDED    YEAR ENDED    YEAR ENDED
                                                        DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
       (MILLIONS)                                           2003          2002          2001
     -------------------------------------------------------------------------------------------
       <S>                                                <C>           <C>           <C>
       Net changes in accumulated other
          comprehensive income                            $    0.4      $    0.5      $    1.1
     ===========================================================================================
</Table>

     Net unrealized capital gains allocable to experience-rated contracts of
     $5.1 million and $7.3 million at December 31, 2003 and 2002, respectively,
     are reflected on the Balance Sheets in Other policyholders' funds and are
     not included in shareholder's equity. Shareholder's equity included the
     following accumulated other comprehensive income, which is net of amounts
     allocable to experience-rated policyholders:

<Table>
<Caption>
                                                         YEAR ENDED    YEAR ENDED    YEAR ENDED
                                                        DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
       (MILLIONS)                                           2003          2002          2001
     -------------------------------------------------------------------------------------------
       <S>                                                <C>           <C>           <C>
       Net unrealized capital gains:
          Fixed maturities                                $    0.1      $    0.7      $    0.3
          Other                                                3.3           2.1           1.7
     -------------------------------------------------------------------------------------------
                                                               3.4           2.8           2.0
     -------------------------------------------------------------------------------------------
       Less: deferred income taxes                             1.2           1.0           0.7
     -------------------------------------------------------------------------------------------
       Net accumulated other comprehensive income         $    2.2      $    1.8      $    1.3
     ===========================================================================================
</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 policyholders) were
     as follows:

<Table>
<Caption>
                                                         YEAR ENDED    YEAR ENDED    YEAR ENDED
                                                        DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
       (MILLIONS)                                           2003          2002          2001
     -------------------------------------------------------------------------------------------
       <S>                                                <C>           <C>           <C>
       Unrealized holding gains arising during
          the year (1)                                    $    0.6      $    0.8      $    1.7
       Less: reclassification adjustment for gains
          and other items included in net income (2)           0.2           0.3           0.6
     -------------------------------------------------------------------------------------------
       Net unrealized gains on securities                 $    0.4      $    0.5      $    1.1
     ===========================================================================================
</Table>

       (1) Pretax unrealized holding gains arising during the year were $0.9
           million, $1.3 million and $2.6 million for the years ended December
           31, 2003, 2002 and 2001, respectively.
       (2) Pretax reclassification adjustments for gains and other items
           included in net income were $0.3 million, $0.5 million and $0.9
           million for the years ended December 31, 2003, 2002 and 2001,
           respectively.

7.   INCOME TAXES

     The Company files a consolidated federal income tax return with its parent,
     ILIAC. 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.

                                       36
<Page>

     Income taxes consist of the following:

<Table>
<Caption>
                                                         YEAR ENDED    YEAR ENDED    YEAR ENDED
                                                        DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
       (MILLIONS)                                           2003          2002          2001
     -------------------------------------------------------------------------------------------
       <S>                                                <C>           <C>           <C>
       Current taxes (benefits):
          Federal                                         $   (0.1)     $   (1.4)     $    1.6
          State                                                 --           0.2             -
          Net realized capital gains                           0.9           0.5           0.2
     -------------------------------------------------------------------------------------------
            Total current taxes (benefits)                     0.8          (0.7)          1.8
     -------------------------------------------------------------------------------------------
       Deferred taxes (benefits):
          Federal                                              1.3           0.1           1.8
          Net realized capital gains (losses)                 (0.1)         (1.4)          0.1
     -------------------------------------------------------------------------------------------
            Total deferred taxes (benefits)                    1.2          (1.3)          1.9
     -------------------------------------------------------------------------------------------
            Total                                         $    2.0      $   (2.0)     $    3.7
     ===========================================================================================
</Table>

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

<Table>
<Caption>
                                                         YEAR ENDED    YEAR ENDED    YEAR ENDED
                                                        DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
       (MILLIONS)                                           2003          2002          2001
     -------------------------------------------------------------------------------------------
       <S>                                                <C>           <C>           <C>
       Income (loss) before income taxes and cumulative
          effect of change in accounting principle        $    8.3      $   (5.3)     $    8.6
       Tax rate                                                 35%           35%           35%
     -------------------------------------------------------------------------------------------
       Application of the tax rate                             2.9          (1.9)          3.0
       Tax effect of:
          State income tax, net of federal benefit              --           0.1            --
          Excludable dividends                                (0.6)         (0.3)         (0.2)
          Goodwill amortization                                 --            --           0.9
          Other, net                                          (0.3)          0.1            --
     -------------------------------------------------------------------------------------------
            Income taxes (benefits)                       $    2.0      $   (2.0)     $    3.7
     ===========================================================================================
</Table>

                                       37
<Page>

     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)                                                         2003          2002
     -------------------------------------------------------------------------------------------
       <S>                                                              <C>           <C>
       Deferred tax assets:
          Insurance reserves                                            $    2.9      $    5.4
          Deferred policy acquisition costs                                  1.4           1.9
          Unrealized gains allocable to experience-rated contracts           1.8           2.5
          Guaranty fund assessments                                          0.1           0.1
          Other                                                              0.6           0.1
     -------------------------------------------------------------------------------------------
       Total gross assets                                                    6.8          10.0
     -------------------------------------------------------------------------------------------

       Deferred tax liabilities:
          Value of business acquired                                        11.0          12.7
          Net unrealized capital gains                                       3.6           3.5
          Other                                                              0.1           0.1
     -------------------------------------------------------------------------------------------
       Total gross liabilities                                              14.7          16.3
     -------------------------------------------------------------------------------------------
       Net deferred tax liability                                       $    7.9      $    6.3
     ===========================================================================================
</Table>

     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. Benefit charges to the Company for the years ended December 31,
     2003, 2002 and 2001 were not significant. There were no pension benefit
     charges allocated to the Company from the ING Americas Retirement Plan for
     2003, 2002 or 2001. During 2003, the Company was not allocated charges
     related to the Supplemental ING Retirement Plan for Aetna Financial
     Services that covers certain employees of ING Life Insurance Company of
     America and its affiliates. During 2002, liabilities totaling $0.3 million
     were allocated to the Company related to the SERP. During 2003, 2002 or
     2001, there were no matching contribution charges allocated to the Company
     from the ING Americas Savings Plan and ESOP.

                                       38
<Page>

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, 2003, 2002 and 2001, respectively. At December 31,
     2003 and 2002, IICA did not have any outstanding borrowings from ING AIH
     under this agreement.

     CAPITAL TRANSACTIONS

     The Company did not receive capital contributions in 2003, 2002 or 2001.

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. Under the lease agreements, the Company
     incurred an immaterial amount of rent expense for the years ended December
     31, 2003, 2002 and 2001, respectively.

     COMMITMENTS

     At December 31, 2003 and 2002, 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.

     OTHER REGULATORY MATTERS

     Like many financial services companies, certain U.S. affiliates of ING
     Groep N.V. have received informal and formal requests for information
     since September 2003 from various governmental and self-regulatory
     agencies in connection with investigations related to mutual funds and
     variable insurance products. ING has cooperated fully with each request.

     In addition to responding to regulatory requests, ING management
     initiated an internal review of trading in ING insurance, retirement,
     and mutual fund products. The goal of this review has been to identify
     whether
                                       39
<Page>

     there have been any instances of inappropriate trading in those products
     by third parties or by ING investment professionals and other ING
     personnel. This internal review is being conducted by independent
     special counsel and auditors. Additionally, ING reviewed its controls
     and procedures in a continuing effort to deter improper frequent trading
     in ING products. ING's internal reviews related to mutual fund trading
     are continuing.

     The internal review has identified several arrangements allowing third
     parties to engage in frequent trading of mutual funds within our
     variable insurance and mutual fund products, and identified other
     circumstances where frequent trading occurred despite measures taken by
     ING intended to combat market timing. Most of the identified
     arrangements were initiated prior to ING's acquisition of the businesses
     in question. In each arrangement identified, ING has terminated the
     inappropriate trading, taken steps to discipline or terminate employees
     who were involved, and modified policies and procedures to deter
     inappropriate activity. While the review is not completed, management
     believes the activity identified does not represent a systemic problem
     in the businesses involved.

     These instances included agreements (initiated in 1998) that permitted
     one variable life insurance customer of Reliastar Life Insurance Company
     ("Reliastar") to engage in frequent trading, and to submit orders until
     4pm Central Time, instead of 4pm Eastern Time. Reliastar was acquired by
     ING in 2000. The late trading arrangement was immediately terminated
     when current senior management became aware of it in 2002. ING believes
     that no profits were realized by the customer from the late trading
     aspect of the arrangement.

     In addition, the review has identified five arrangements that allowed
     frequent trading of funds within variable insurance products issued by
     Reliastar and by ING USA Annuity & Life Insurance Company; and in
     certain ING Funds. ING entities did not receive special benefits in
     return for any of these arrangements, which have all been terminated.
     The internal review also identified two investment professionals who
     engaged in improper frequent trading in ING Funds.

     ING will reimburse any ING Fund or its shareholders affected by
     inappropriate trading for any profits that accrued to any person who
     engaged in improper frequent trading for which ING is responsible.
     Management believes that the total amount of such reimbursements will
     not be material to ING or its U.S. business.


                                      40
<Page>

Restatement of Financial Information: During the quarterly period ended
June 30, 2003, the Company incorrectly recorded investment income and
realized capital gains related to Separate Accounts. The Company noted the
effect of this error during the compilation of the December 31, 2003
financial statements and made the appropriate changes to the quarterly period
ended June 30, 2003 and September 30, 2003.

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

QUARTERLY DATA (UNAUDITED)

<Table>
<Caption>
       AS REPORTED
       2003 (MILLIONS)                                  FIRST    SECOND   THIRD    FOURTH
     ------------------------------------------------------------------------------------
       <S>                                            <C>        <C>      <C>      <C>
       Total revenue                                  $    4.7   $  5.7   $  3.8   $  1.4
     ------------------------------------------------------------------------------------
       Income from continuing operations
          before income taxes                              0.2      3.5      2.9      1.7
       Less: Income tax expense                             --      0.8      0.7      0.5
     ------------------------------------------------------------------------------------
       Income from continuing operations                   0.2      2.7      2.2      1.2
     ------------------------------------------------------------------------------------
       Net income                                     $    0.2   $  2.7   $  2.2   $  1.2
     ====================================================================================
<Caption>
       AS RESTATED
       2003 (MILLIONS)                                  FIRST    SECOND*  THIRD*   FOURTH
     ------------------------------------------------------------------------------------
       <S>                                            <C>        <C>      <C>      <C>
       Total revenue                                  $    4.7   $  5.0   $  3.8   $  2.1
     ------------------------------------------------------------------------------------
       Income from continuing operations
          before income taxes                              0.2      2.8      3.0      2.3
       Less: Income tax expense                             --      0.5      0.8      0.7
     ------------------------------------------------------------------------------------
       Income from continuing operations                   0.2      2.3      2.2      1.6
     ------------------------------------------------------------------------------------
       Net income                                     $    0.2   $  2.3   $  2.2   $  1.6
     ====================================================================================
<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)                              $ (101.4)  $ (0.9)  $ (2.2)  $ (0.6)
     ====================================================================================
</Table>

* Restated

                                       41
<Page>

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

          None.

ITEM 9A.  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 III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

          a)   CODE OF ETHICS FOR FINANCIAL PROFESSIONALS

               The Company has approved and adopted a Code of Ethics for
               Financial Professions, pursuant to the requirements of Section
               406 of the Sarbanes-Oxley Act of 2002 (attached). Any waiver of
               the Code of Ethics will be disclosed by the Company by way of a
               Form 8-K filing.

          b)   DESIGNATION OF BOARD FINANCIAL EXPERT

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

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.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

                                       42
<Page>

                                     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 18.

  2.     Financial statement schedules. See Index to Financial Statement
         Schedules on Page 50.

  EXHIBITS

  1.(a)  Principal Underwriting Agreement between Aetna Insurance Company of
         America (now ING Insurance Company of America ("IICA" or Registrant"))
         and Aetna Investment Services, LLC (now ING Financial Advisers, LLC)
         effective as of November 17, 2002, incorporated by reference to
         Post-Effective Amendment No. 2 to Registration Statement on Form N-4,
         filed with the Securities and Exchange Commission ("SEC") on December
         31, 2000 (File No. 333-87131).
  3.(i)  Articles of Incorporation, as restated January 1, 2002, incorporated
         by reference to the Registrant's Form 10-K, as filed with the SEC on
         March 28, 2002 (File No. 33-81010).
   (ii)  By-Laws, as amended and restated January 1, 2002, incorporated by
         reference to the Registrant's Form 10-K, as filed with the SEC on
         March 28, 2002 (File No. 33-81010).

  4.(a)  Instruments Defining the Rights of Security Holders, Including
         Indentures (Annuity Contracts)

         Incorporated herein by reference to Registration Statement on Form N-4,
         File No. 33-80750, as amended and filed with the SEC on April 23, 1997.

         Incorporated herein by reference to Registration Statement on Form N-4,
         File No. 33-59749, as filed with the SEC on June 1, 1995.

         Incorporated herein by reference to Post-Effective Amendment No. 4 to
         Registration Statement on Form N-4, File No. 33-59749, as filed with
         the SEC on April 16, 1997.

         Incorporated herein by reference to Post-Effective Amendment No. 6 to
         Registration Statement on Form N-4, File No. 33-59749, as filed with
         the SEC on November 26, 1997.

         Incorporated herein by reference to Post-Effective Amendment No. 8 to
         Registration Statement on Form N-4, File No. 33-59749, as filed with
         the SEC on April 17, 1998.

         Incorporated herein by reference to Registration Statement on Form S-2,
         File No. 33-63657, as filed with the SEC on October 25, 1995.

         Incorporated herein by reference to Pre-Effective Amendment No. 3 to
         the Registration Statement on Form S-2, File No. 33-63657, as filed
         with the SEC on January 17, 1996.

         Incorporated herein by reference to Post-Effective Amendment No. 3 to
         Registration Statement on Form S-2, File No. 33-63657, as filed with
         the SEC on November 24, 1997.

                                       43
<Page>

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

  10.(a) Distribution Agreement, dated as of December 13, 2000, between Lion
         Connecticut Holdings Inc. ("Lion") and Aetna Inc., incorporated by
         reference to ING Life Insurance and Annuity Company's ("ILIAC") Form
         10-K filed with the SEC on March 30, 2001 (File No. 33-81010).

  10.(b) Employee Benefits Agreement, dated as of December 13, 2000, between
         Lion and Aetna Inc., incorporated by reference to ILIAC's Form 10-K
         filed with the SEC on March 30, 2001 (File No. 33-81010).

  10.(c) Tax Sharing Agreement, dated as of December 13, 2000, among Lion, Aetna
         Inc. and ING America Insurance Holdings, Inc., incorporated by
         reference to ILIAC's Form 10-K filed with the SEC on March 30, 2001
         (File No. 33-81010).

  10.(d) Transition Services Agreement, dated as of December 13, 2000, between
         Lion and Aetna Inc., incorporated by reference to ILIAC's Form 10-K
         filed with the SEC on March 30, 2001 (File No. 33-81010).

  10.(e) Lease Agreement, dated as of December 13, 2000, between the
         Registrant and ILIAC, incorporated by reference to ILIAC's Form 10-K
         filed with the SEC on March 30, 2001 (File No. 33-81010).

  10.(f) Real Estate Services Agreement, dated as of December 13, 2000, between
         Aetna Inc. and ILIAC, incorporated by reference to ILIAC's Form 10-K
         filed with the SEC on March 30, 2001 (File No. 33-81010).

  10.(g) Tax Sharing Agreement between IICA and ILIAC, effective January 1,
         2001.

  10.(h) Tax Sharing Agreement between IICA, ING America Insurance Holdings,
         Inc. and affiliated companies, effective January 1, 2001.

  10.(i) Services Agreement between IICA and the affiliated companies listed on
         Exhibit B to that Agreement, effective January 1, 2001.

  10.(j) Services Agreement between IICA and ING North American Insurance
         Corporation, Inc., effective January 1, 2001.

  10.(k) Investment Advisory Agreement between IICA and ING Investment
         Management LLC, effective March 31, 2001.

  10.(l) Amendment to Services Agreement between IICA and the affiliated
         companies listed on Exhibit B to the Agreement, effective January 1,
         2002.

  10.(m) Amendment to Investment Advisory Agreement between IICA and ING
         Investment Management LLC, effective January 1, 2003.

  10.(n) Amendment to Investment Advisory Agreement between IICA and ING
         Investment Management, LLC, effective August 26, 2003.

  14.    ING Code of Ethics for Financial Professionals.

                                       44
<Page>

  31.1   Certificate of David A. Wheat pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

  31.2   Certificate of Keith Gubbay pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

  32.1   Certificate of David A. Wheat pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

  32.2   Certificate of Keith Gubbay pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

  (b)    Reports on Form 8-K.

         None.

                                       45
<Page>

                     INDEX TO FINANCIAL STATEMENT SCHEDULES

<Table>
<Caption>
                                                                            PAGE
 <S>                                                                         <C>
 Report of Independent Auditors                                              51

 I.      Summary of Investments as of December 31, 2003                      52
</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, 2003 and 2002, and for each of the three years in the period
ended December 31, 2003, and have issued our report thereon dated March 22,
2004. Our audits also included the financial statement schedule listed in Item
15. This schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits.

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


                                                  /s/ Ernst & Young LLP


Atlanta, Georgia
March 22, 2004

                                       47
<Page>

                                   SCHEDULE I
                 Summary of Investments--As of December 31, 2003
                                   (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                           $    7.6   $   8.0     $     8.0
   U.S. corporate securities                        77.3      81.0          81.0
   Foreign securities (1)                            9.0       9.6           9.6
   Mortgage-backed securities                       26.3      26.2          26.2
   Other asset-backed securities                     7.7       8.3           8.3
                                                --------   -------     ---------
      Total investments                         $  127.9   $ 133.1     $   133.1
                                                ========   =======     =========
</Table>

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

(1) The term "foreign" includes foreign governments, foreign political
    subdivisions, foreign public utilities and all other bonds of foreign
    issuers. Substantially all of the Company's foreign securities are
    denominated in U.S. dollars.

                                       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)

Date  March 25, 2004        By  /s/ David A. Wheat
      --------------            ------------------
                                David A. Wheat
                                Director, Senior Vice President and
                                  Chief Financial Officer
                                (Duly Authorized Officer and Principal Financial
                                  Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on or before March 25, 2004.

              SIGNATURES                                 TITLE

/s/ David A. Wheat
--------------------------------------
David A. Wheat                            Director, Senior Vice President and
                                          Chief Financial Officer


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


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


/s/ Jacques de Vaucleroy
--------------------------------------
Jacques de Vaucleroy                      Director


/s/ Kathleen A. Murphy
--------------------------------------
Kathleen A. Murphy                        Director

                                       49
<Page>

                                                                      EXHIBIT 14

                 ING CODE OF ETHICS FOR FINANCIAL PROFESSIONALS

This ING Code of Ethics for Financial Professionals has been adopted by the
boards of the U.S. domiciled insurance companies which are members of the ING
family of companies ("ING Companies") and applies to the principal executive
officer, chief financial officer and all other finance, accounting, treasury,
tax and investor relations professionals ("ING Financial Professionals") serving
one or more of the ING Companies, their subsidiaries or affiliates. This Code of
Ethics is intended to supplement the ING Americas General Code of Conduct -
together these set the standards of personal and professional integrity that we
expect ING Financial Professionals to demonstrate in all their activities.

Financial professionals hold an important and elevated role in corporate
governance in that they are vested with the responsibility and authority to
protect, balance and preserve the interests of all company stakeholders,
including shareholders, customers and employees. ING Financial Professionals are
expected to adhere to this Code of Ethics with respect to their individual
conduct and advocate its tenets among their peers and colleagues.

As an ING Financial Professional, you agree to:

-  Engage in, promote and reward honest and ethical conduct, including avoidance
   of actual or apparent conflicts of interest in your personal and professional
   relationships;

-  Disclose to the USFS Chief Compliance Officer any material transaction or
   relationship that could reasonably be expected to give rise to such a
   conflict;

-  Take all reasonable measures to protect the confidentiality of non-public
   information obtained or created in connection with ING business activities,
   unless disclosure of such information is required by law or regulation, or
   legal or regulatory process;

-  Use non-public information obtained or created in connection with ING
   business activities only for the benefit of the ING companies, not for
   personal advantage;

-  Act as a responsible steward with respect to the use and control of ING
   assets and resources;

-  Produce full, fair, complete, accurate, timely and understandable disclosure
   in reports and documents that the ING Companies file with or submit to the
   Securities and Exchange Commission, other regulators and in other public
   communications made by them;

-  Take all reasonable measures to ensure that business and investment
   transactions are properly authorized and completely and accurately recorded
   in accordance with applicable GAAP and statutory accounting principles and
   established company financial policy;

-  Comply with all applicable governmental laws, rules and regulations, as well
   as the rules and regulations of appropriate regulatory and self-regulatory
   agencies;

-  Not attempt to unduly or fraudulently influence, coerce, manipulate, or
   mislead any authorized audit or interfere with any auditor engaged in the
   performance of an internal or independent audit of the ING Companies'
   financial statements or accounting books and records.

                                       50
<Page>

If you become aware of any suspected or known violation of this Code of Ethics
or the ING Code of Conduct, you have a duty to report such concerns promptly to
the USFS Chief Compliance Officer. You may also submit a concern confidentially
and anonymously by accessing the ING Ethics Hotline/Voice Line at 800-555-1853
(detailed access instructions posted on ING Exchange). Your inquiry will be
handled discretely and every effort will be made to maintain, within the limits
allowed by law, the confidentiality of anyone requesting guidance or reporting
suspect behavior or a compliance concern.

As an ING Financial Professional, you understand that you will be held
accountable for your adherence to this Code of Ethics. Your failure to observe
its terms may result in disciplinary action, including termination of
employment. Violations of this Code of Ethics may also constitute violations of
law and may result in civil and criminal penalties for you, your manager and the
ING companies. AS EVIDENCE THAT YOU HAVE READ AND AGREED TO ABIDE BY THIS CODE
OF ETHICS, YOU MUST SIGN AND RETURN THE DECLARATION ACKNOWLEDGMENT FORM
(DELIVERED ALONG WITH THIS CODE OF ETHICS) AS INSTRUCTED ON THE FORM.

A request for a waiver of any provision of this Code of Ethics must be in
writing and addressed to the USFS Chief Compliance Officer. No waiver of this
Code of Ethics shall be granted without the approval of the board of directors
for the relevant ING Company and any waiver shall be disclosed promptly on Form
8-K or any other means approved by the Securities and Exchange Commission.

The ING Companies intend that this Code of Ethics serve as its written code of
ethics under Section 406 of the Sarbanes-Oxley Act of 2002, complying with the
standards set forth in the Securities and Exchange Commission Regulation S-K.

                 ING CODE OF ETHICS FOR FINANCIAL PROFESSIONALS
                              EMPLOYEE DECLARATION

I, (print name) ________________________, have read, reviewed carefully and
understand the ING Code of Ethics for Financial Professionals. I understand that
observing this Code of Ethics and the ING General Code of Conduct is an integral
part of my job responsibilities.

I understand that any deviation from or violation of this Code of Ethics could
cause embarrassment and/or financial harm to ING's interests. I also understand
that violation of this Code of Ethics can lead to disciplinary action, up to and
including termination of my employment, and civil or criminal charges. I further
understand that it is my responsibility to prevent and report any violations.

I also acknowledge that ING may modify or amend this Code of Ethics from time to
time and that, upon receiving written notice of such changes, adherence to them
will constitute part of my ongoing job responsibilities.

                                       51
<Page>

                                 CODE OF ETHICS

I understand that this Code of Ethics does not constitute an employment contract
or any guarantee of continued employment and that the employment relationship is
at will.

Position _____________________________________

Department ___________________________________

Company ______________________________________

Signature ____________________________________

Date _________________________________________

PLEASE SIGN AND RETURN THIS FORM TO THE USFS CHIEF COMPLIANCE OFFICER AT ING,
151 FARMINGTON AVENUE, TS31, HARTFORD, CT 06156

                                       52
<Page>

                                                                    EXHIBIT 31.1

                                  CERTIFICATION

I, David A. Wheat, certify that:

1. I have reviewed this annual report on Form 10-K of ING Insurance Company of
   America;

2. Based on my knowledge, this report does not contain any untrue statement of a
   material fact or omit to state a material fact necessary to make the
   statements made, in light of the circumstances under which such statements
   were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this report, fairly present in all material respects
   the financial condition, results of operations and cash flows of the
   registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

   a) designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our supervision,
      to ensure that material information relating to the registrant, including
      its consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation; and

   c) disclosed in this report any change in the registrant's internal control
      over financial reporting that occurred during the registrant's most recent
      fiscal quarter (the registrant's fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the registrant's internal control over financial
      reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
   our most recent evaluation of internal control over financial reporting, to
   the registrant's auditors and the audit committee of the registrant's board
   of directors (or persons performing the equivalent functions):

   a) all significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant's ability to record,
      process, summarize and report financial information; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal control
      over financial reporting.

Date:  March 25, 2004

By     /s/ David A. Wheat
       ---------------------------------------------
       David A. Wheat
       Director, Senior Vice President and Chief Financial Officer
       (Duly Authorized Officer and Principal Accounting Officer)

                                       53
<Page>

                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, Keith Gubbay, certify that:

2. I have reviewed this annual report on Form 10-K of ING Insurance Company of
   America;

2. Based on my knowledge, this report does not contain any untrue statement of a
   material fact or omit to state a material fact necessary to make the
   statements made, in light of the circumstances under which such statements
   were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this report, fairly present in all material respects
   the financial condition, results of operations and cash flows of the
   registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

   a) designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our supervision,
      to ensure that material information relating to the registrant, including
      its consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation; and

   c) disclosed in this report any change in the registrant's internal control
      over financial reporting that occurred during the registrant's most recent
      fiscal quarter (the registrant's fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the registrant's internal control over financial
      reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
   our most recent evaluation of internal control over financial reporting, to
   the registrant's auditors and the audit committee of the registrant's board
   of directors (or persons performing the equivalent functions):

   a) all significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant's ability to record,
      process, summarize and report financial information; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal control
      over financial reporting.

Date:  March 25, 2004

By     /s/ Keith Gubbay
       --------------------------------------------
       Keith Gubbay
       Director and President
       (Duly Authorized Officer and Principal Officer)

                                       54
<Page>

                                                                    EXHIBIT 32.1

                                  CERTIFICATION

Pursuant to 18 U.S.C. Section1350, 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, 2003 (the "Report") fully complies with the requirements of Section 13 or
15(d), as applicable, of the Securities Exchange Act of 1934 and that the
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.

Date   March 25, 2004                    By  /s/ David A. Wheat
       --------------                        ------------------
                                             David A. Wheat
                                             Director, Senior Vice President and
                                               Chief Financial Officer

                                       55
<Page>

                                                                    EXHIBIT 32.2

                                  CERTIFICATION

Pursuant to 18 U.S.C. Section1350, 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, 2003 (the "Report") fully complies with the requirements of Section 13 or
15(d), as applicable, of the Securities Exchange Act of 1934 and that the
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.

Date   March 25, 2004                    By  /s/ Keith Gubbay
       --------------                        ----------------
                                             Keith Gubbay
                                             Director and President


The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section1350 and is not being filed as part of the Report or as a separate
disclosure document.

                                       56

<PAGE>
                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution
------------------------------------------------------

Not Applicable

Item 15.   Indemnification of Directors and Officers
----------------------------------------------------

Florida  Statutes  chapter  607.0850  governs the  indemnification  of officers,
directors,  employees and agents of a Florida  corporation.  Section 607.0850(1)
provides that a corporation shall have power to indemnify a person who was or is
a party to a  proceeding  (other  than an action  by,  or in the  right of,  the
corporation),  by reason of the fact that the person  who is or was a  director,
officer,  employee  or agent of the  corporation  (or in certain  other  defined
circumstances)  against  liability  (defined as  obligations  to pay a judgment,
settlement,  penalty, fine, including an excise tax assessed with respect to any
employee  benefit  plan,  and expenses  actually and  reasonably  incurred  with
respect to the proceeding).  Section 607.0850(2) provides that a corporation may
indemnify a person who was or is a party to any proceeding by or in the right of
the  corporation to procure a judgment in its favor by reason that the person is
or was connected to the corporation as noted in subsection (1) against  expenses
and amounts paid in settlement  not  exceeding,  in the judgment of the board of
directors,  the estimated  expense of litigating  the  proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal. Indemnification under both subsection (1)
and (2) is subject to a  determination  that the person seeking  indemnification
has met the standard of conduct set forth in the applicable subsection. However,
pursuant  to  section  607.0850(3),  to  the  extent  that  the  person  seeking
indemnification has been successful on the merits or otherwise in defense of any
proceeding,  claim or issue  referred to in  subsection  (1) or (2), that person
shall be  indemnified  against  expenses that he or she actually and  reasonably
incurred.  Expenses incurred by an officer or director in defending any civil or
criminal  proceeding  may be paid in  advance  of the final  disposition  of the
proceeding,  provided that such person undertakes to repay any such amount if he
or she is  ultimately  found not to be entitled to  indemnification  pursuant to
section  607.0850.  Expenses  incurred  by other  employees  and  agents  may be
advanced  upon such  terms and  conditions  deemed  appropriate  by the board of
directors.

Section 607.0850(4)  provides that any  indemnification  under subsection (1) or
(2),  unless made pursuant to a determination  by a court,  shall be made by the
corporation  only as authorized in the specific case upon a  determination  that
that  indemnification  is proper in the circumstances  because the party has met
the  applicable  standard of conduct set forth in  subsection  (1) or (2).  Such
determination  may be  made  (a) by the  disinterested  directors,  pursuant  to
section  607.0850(4)(a);  (b) by a  committee  duly  designated  by the board of
directors, pursuant to section 607.0850(4)(b); (c) by independent legal counsel,
pursuant  to section  607.0850(4)(c);  or (d) by the  shareholders,  pursuant to
section  607.0850(4)(d).  The  reasonableness  of expenses and  authorization of
indemnification  shall be made in the same manner,  except as otherwise required
by section 607.0850(5).

<PAGE>

The  indemnification  and advancement of expenses provisions of section 607.0850
are not exclusive,  and a corporation  may make other or further  provisions for
the  indemnification or advancement of expenses of parties identified in section
607.0850(1),   except  as   otherwise   prohibited   by   section   607.0850(7).
Indemnification  and  advancement  of expenses may also be ordered by a court of
competent  jurisdiction,  pursuant to section 607.0850(9).  Section 607.0850(12)
specifically  authorizes a corporation to procure  indemnification  insurance on
behalf of an individual  who was a director,  officer,  employee or agent of the
corporation.  Consistent with this statute, ING Groep N.V. maintains an umbrella
insurance  policy with an  international  insurer to cover errors and omissions,
directors and officers, employment practices, fiduciary and fidelity. The policy
covers ING Groep N.V.  and any company in which ING Groep N.V.  has  controlling
interest of 50% or more.  This would  encompass the principal and underwriter as
well as the depositor.

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

Item 16.   Exhibits
-------------------

Exhibit No.

(1)  Principal Underwriting Agreement between Aetna Insurance Company of America
     and Aetna Investment Services, LLC (1)

(4)  Instruments Defining the Rights of Security Holders:

     (a)  Group Annuity Contract (Form No. G2-MGA-95) (2)
     (b)  Individual Annuity Contract (Form No. I2-MGA-95) (3)
     (c)  Certificate (G2CC-MGA-95) to Group Annuity Contract Form
          No.G-MGA-95 (4)
     (d)  Endorsement  (E2-MGAIRA-95-2) to Group Annuity Contract Form No.
          G2-MGA-95 and Certificate No. G2CC-MGA-95 (4)
     (e)  Endorsement (E2-MGAROTH-97) to Group Annuity Contract Form No.
          G2-MGA-95 and Certificate No. G2CC-MGA-95 (4)

(5)  Opinion re Legality

(10) Material  contracts are listed under exhibit 10 in the Company's  Form
     10-K for the fiscal year ended December 31, 2003 (File No.  33-81010),
     as filed with the  Commission on March 29, 2004.  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, 2003

(23)(a) Consent of Independent Auditors
    (b) Consent of Legal Counsel (included in Exhibit (5) above)

(24)(a) Powers of Attorney (6)
    (b) Certificate of Resolution Authorizing Signature by Power of
        Attorney (5)

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

<PAGE>

1.   Incorporated by reference to Post-Effective Amendment No. 2 to Registration
     Statement on Form N-4 (File No. 333-87131), as filed on December 13, 2000.

2.   Incorporated by reference to  Registration  Statement on Form S-2 (File No.
     33-63657), as filed on October 25, 1995.

3.   Incorporated by reference to Pre-Effective  Amendment No. 3 to Registration
     Statement on Form S-2 (File No. 33-63657), as filed on January 17, 1996.

4.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form S-2 (File No. 33-63657), as filed on November 24, 1997.

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

6.   Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form S-2 of ING Life  Insurance and Annuity  Company (File No.
     333-104456), as filed on April 5, 2004.


Item 17.   Undertakings
-----------------------

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

(a)  Rule 415 offerings:

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

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

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

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

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

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

(h) Request for Acceleration of Effective Date:

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

Item 18.  Financial Statements and Schedules
--------------------------------------------

Not Applicable

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Form S-2 and has duly  caused  this  Post-Effective
Amendment No. 13 to the  Registration  Statement on Form S-2 (File No. 33-63657)
to be signed on its behalf by the undersigned,  thereunto duly authorized in the
City of West Chester,  Commonwealth of  Pennsylvania,  on this 8th day of April,
2004.


                        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. 13 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*                     Director and President               )
------------                       (principal executive officer)       )
Keith Gubbay                                                           )
                                                                       )
Thomas J. McInerney*              Director                       April 8, 2004
-------------------                                                    )
Thomas J. McInerney                                                    )
                                                                       )
Kathleen A. Murphy*               Director                             )
------------------                                                     )
Kathleen A. Murphy                                                     )
                                                                       )
Jacques de Vaucleroy*             Director                             )
--------------------                                                   )
Jacques de Vaucleroy                                                   )
                                                                       )
David Wheat*                      Director and Chief Financial Officer )
-----------                        (principal accounting officer)      )
David Wheat                                                            )


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


<PAGE>


                                  EXHIBIT INDEX

Exhibit No.           Exhibit
----------            ------

16(5)                 Opinion re Legality

16(13)                ING Insurance Company of America Form 10-K
                      for the fiscal year ended December 31, 2003**

16(23)(a)             Consent of Independent Auditors

16(23)(b)             Opinion and Consent of Legal Counsel*


*Included in Exhibit 16(5) above
**Filed as Module No. IICA10K123103

</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 8, 2004

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

 Gentlemen:

 In my capacity as Counsel of ING Insurance Company of America,
 a Florida domiciled corporation ("Company"), I have supervised the
 preparation of the registration statement for the Deferred Modified
 Guaranteed Annuity Contract ("Contract") to be filed by the Company
 with the Securities and Exchange Commission under the Securities
 Act of 1933.

 I am of the following opinion:

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

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

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

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

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

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

 Sincerely,


/s/Kimberly J. Smith
---------------------

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

</TEXT>
</DOCUMENT>
eyconsent.txt E & Y CONSENT
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>4
<FILENAME>eyconsent.txt
<DESCRIPTION>E & Y CONSENT
<TEXT>
Exhibit 23(a) - Consent of Ernst and Young LLP, Independent Auditors

We consent to the reference of our firm under the caption "Experts" and to the
incorporation by reference in the Registration Statement (Form S-2 No. 33-63657)
and related prospectus of our reports dated March 22, 2004, with respect to the
consolidated financial statements and schedules of ING Insurance Company of
America as of December 31, 2003 and 2002 and for each of the three years in the
period ended December 31, 2003, included in its Annual Report (Form 10-K) for
the year ended December 31, 2003, filed with the Securities and Exchange
Commission.




                                                /s/Ernst & Young LLP



Atlanta, Georgia
April 5, 2004



</TEXT>
</DOCUMENT>
Additional Files
FileSequenceDescriptionTypeSize
0000837276-04-000150.txt   Complete submission text file   301619

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