Form Prospectus Voya Retirement Insurance & Annuity Co

424B3 - Prospectus [Rule 424(b)(3)]

Published: 2004-05-05 17:25:56
Submitted: 2004-05-05
prospectus.txt PROSPECTUS
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>prospectus.txt
<DESCRIPTION>PROSPECTUS
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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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[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
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The following is intended as a summary. Please read each section of this
prospectus for additional detail.

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

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

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 Amounts withdrawn may be subject to a market value adjustment,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

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

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

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contract described in this prospectus until they are withdrawn.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until they are withdrawn.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

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

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


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GUARANTEED TERMS AND GUARANTEED INTEREST RATES
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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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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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YOUR CHOICES AT THE END OF A GUARANTEED TERM
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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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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
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You may cancel the contract within ten days of receiving it (or as otherwise
provided by state law) by returning it to our Service Center along with a
written notice of cancellation. We will issue a refund within seven days of our
receipt of the contract and written notice of cancellation. The refund will
equal the amount of your purchase payment.


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

>    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%
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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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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
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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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SYSTEMATIC DISTRIBUTION OPTIONS
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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.

Unless your beneficiary elects otherwise, the distribution will be made into an
interest bearing account, backed by our general account, that is accessed by the
beneficiary through a checkbook feature. The beneficiary may access death
benefit proceeds at any time without penalty.

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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                                       20
<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.


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<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

</TEXT>
</DOCUMENT>
Additional Files
FileSequenceDescriptionTypeSize
0000837276-04-000233.txt   Complete submission text file   110368

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