Form 10-Q Voya Retirement Insurance & Annuity Co

10-Q - Quarterly report [Sections 13 or 15(d)]

Published: 2004-05-17 17:28:48
Submitted: 2004-05-17
Period Ending In: 2004-03-31
a2136343z10-q.txt 10-Q
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a2136343z10-q.txt
<DESCRIPTION>10-Q
<TEXT>
<Page>

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

                                   ----------

                                    FORM 10-Q
(Mark One)
/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 2004

                                       OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ___________________ to


     Commission file number: 333-49581, 033-63657

<Table>
<S>                                                                             <C>
                                     ING INSURANCE COMPANY OF AMERICA
-------------------------------------------------------------------------------------------------------------------
                            (Exact name of registrant as specified in its charter)

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

Corporate Center One, 2202 North Westshore Boulevard, #350, Tampa, Florida                                   33607
----------------------------------------------------------------------------   ------------------------------------
(Address of principal executive offices)                                                                (Zip code)

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


-------------------------------------------------------------------------------------------------------------------
                     Former name, former address and former fiscal year, if changed since last report
</Table>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes / X /   No /  /

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes /  /   No / X /

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 25,500 shares of Common Stock
as of May 14, 2004, all of which were directly owned by ING Life Insurance and
Annuity Company.

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

<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
                  FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2004


                                      INDEX

<Table>
<Caption>
                                                                                    PAGE
                                                                                    ----
<S>          <C>                                                                      <C>
PART I.      FINANCIAL INFORMATION (UNAUDITED)

Item 1.      Financial Statements:

             Condensed Statements of Income                                            3
             Condensed Balance Sheets                                                  4
             Condensed Statements of Changes in Shareholder's Equity                   5
             Condensed Statements of Cash Flows                                        6
             Notes to Condensed Financial Statements                                   7

Item 2.      Management's Narrative Analysis of the Results of
             Operations and Financial Condition                                       12

Item 4.      Controls and Procedures                                                  20

                           PART II. OTHER INFORMATION

Item 1.      Legal Proceedings                                                        21

Item 6.      Exhibits and Reports on Form 8-K                                         21

Signatures                                                                            22
</Table>

                                        2
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
                  FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2004


PART I. FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. FINANCIAL STATEMENTS


                        ING INSURANCE COMPANY OF AMERICA
      (A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)

                         CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                                   (Millions)

<Table>
<Caption>
                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                                      2004              2003
                                                                                  -------------    --------------
<S>                                                                               <C>              <C>
Revenue:
   Fee income                                                                     $         2.5    $          2.5
   Net investment income                                                                    2.4               2.5
   Net realized capital gains                                                               0.4               0.3
                                                                                  -------------    --------------
Total revenue                                                                               5.3               5.3
                                                                                  -------------    --------------
Benefits, losses and expenses:
   Benefits:
     Interest credited and other benefits to policyholders                                  1.5               2.4
   Underwriting, acquisition, and insurance expenses:
     General expenses                                                                       0.4               0.5
     Commissions                                                                            0.5               0.4
     Policy acquisition costs deferred                                                     (0.1)             (0.1)
   Amortization of deferred policy acquisition costs and value of
     business acquired                                                                      1.2               1.9
                                                                                  -------------    --------------
Total benefits, losses and expenses                                                         3.5               5.1
                                                                                  -------------    --------------
Income before income taxes                                                                  1.8               0.2
Income tax expense                                                                          0.5                 -
                                                                                  -------------    --------------
Net income                                                                        $         1.3    $          0.2
                                                                                  =============    ==============
</Table>

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

                                        3
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)


                            CONDENSED BALANCE SHEETS
                          (Millions, except share data)

<Table>
<Caption>
                                                                                   MARCH 31,        DECEMBER 31,
                                                                                     2004              2003
                                                                                 -------------     --------------
                                                                                  (Unaudited)
<S>                                                                              <C>               <C>

ASSETS
Investments:
   Fixed maturities, available for sale, at fair value (amortized cost of
     $190.5 at 2004 and $127.9 at 2003)                                          $       199.4     $        133.1
   Securities pledged to creditors (amortized cost of $7.6 at 2004)                        7.9                  -
                                                                                 -------------     --------------
Total investments                                                                        207.3              133.1
Cash and cash equivalents                                                                  7.5                4.8
Short term investments under securities loan agreement                                     8.2                  -
Accrued investment income                                                                  2.0                1.3
Deferred policy acquisition costs                                                          1.0                0.9
Value of business acquired                                                                30.1               31.6
Other assets                                                                               1.5               20.3
Assets held in separate accounts                                                         576.6              660.7
                                                                                 -------------     --------------
Total assets                                                                     $       834.2     $        852.7
                                                                                 =============     ==============

LIABILITIES AND SHAREHOLDER'S EQUITY
Policy liabilities and accruals:
   Due to affiliates                                                             $         2.6     $          0.6
Other policyholder's funds                                                               141.0               86.6
Payables under securities loan agreement                                                   8.2                  -
Current income taxes                                                                       2.7                1.7
Deferred income taxes                                                                      7.7                7.9
Other liabilities                                                                          2.5                2.6
Liabilities related to separate accounts                                                 576.6              660.7
                                                                                 -------------     --------------
                                                                                         740.3              760.1
                                                                                 -------------     --------------

Shareholder's equity
   Common stock (35,000 shares authorized, 25,500 issued and
     outstanding; $100 per share par value)                                                2.5                2.5
   Additional paid-in capital                                                            181.2              181.2
   Accumulated other comprehensive income                                                  1.2                2.2
   Retained deficit                                                                      (92.0)             (93.3)
                                                                                 -------------     --------------
Total shareholder's equity                                                                92.9               92.6
                                                                                 -------------     --------------
Total liabilities and shareholder's equity                                       $       834.2     $        852.7
                                                                                 =============     ==============
</Table>

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

                                        4
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)


             CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                   (Unaudited)
                                   (Millions)

<Table>
<Caption>
                                                                             THREE MONTHS ENDED MARCH 31,
                                                                                2004             2003
                                                                           -------------    --------------
<S>                                                                        <C>              <C>
Shareholder's equity, beginning of period                                  $        92.6    $         85.9
Comprehensive income (loss):
   Net income (loss)                                                                 1.3               0.2
   Other comprehensive income net of tax: Unrealized gain (loss)
     on securities ($(1.5) and $1.5, pretax year to date)                           (1.0)              1.0
                                                                           -------------    --------------
Total comprehensive income (loss)                                                    0.3               1.2
Other                                                                                  -              (0.1)
                                                                           -------------    --------------
Shareholder's equity, end of period                                        $        92.9    $         87.0
                                                                           =============    ==============
</Table>

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

                                        5
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)


                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (Millions)

<Table>
<Caption>
                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                                       2004              2003
                                                                                  -------------    --------------
<S>                                                                               <C>              <C>
Net cash provided by operating activities                                         $         1.3    $          5.4
Cash Flows from Investing Activities
   Proceeds from the sale of:
     Fixed maturities available for sale                                                   71.1              25.6
   Investment maturities and collections of:
     Fixed maturities available for sale                                                    4.5               3.8
   Acquisition of investments:
     Fixed maturities available for sale                                                  (74.2)            (13.2)
     Short-term investments                                                                   -                 -
     Other, net                                                                               -                 -
                                                                                  -------------    --------------
Net cash provided by investing activities                                                   1.4              16.2
                                                                                  -------------    --------------
Cash Flows from Financing Activities
   Deposits and interest credited for investment contracts                                  0.1               0.1
   Maturities and withdrawals from insurance and investment contracts                      (0.1)             (2.2)
   Other, net                                                                                 -              (3.8)
                                                                                  -------------    --------------
Net cash used for financing activities                                                        -              (5.9)
                                                                                  -------------    --------------
Net change in cash and cash equivalents                                                     2.7              15.7
Cash and cash equivalents, beginning of period                                              4.8               5.2
                                                                                  -------------    --------------
Cash and cash equivalents, end of period                                          $         7.5    $         20.9
                                                                                  =============    ==============
</Table>

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

                                        6
<Page>

ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1.   BASIS OF PRESENTATION

     ING Insurance Company of America ("IICA", or the "Company"), is a provider
     of financial products and services in the United States. The Company is a
     wholly-owned subsidiary of ING Life Insurance and Annuity Company
     ("ILIAC"). ILIAC is a wholly-owned subsidiary of Lion Connecticut Holdings,
     Inc. ("Lion Connecticut"). Lion Connecticut's ultimate parent is ING Groep
     N.V. ("ING"), a financial services company based in The Netherlands.

     The condensed financial statements and notes as of March 31, 2004 and
     December 31, 2003 and for the three month periods ended March 31, 2004
     and 2003 ("interim periods") have been prepared in accordance with
     accounting principles generally accepted in the United States of America
     and are unaudited. The condensed financial statements reflect all normal
     recuring adjustments (consisting only of normal recurring accruals) which
     are, in the opinion of management, necessary for the fair presentation of
     the financial position, results of operations and cash flows for the
     interim periods. These condensed financial statements and notes should be
     read in conjunction with the financial statements and related notes as
     presented in the Company's 2003 Annual Report on Form 10-K. The results of
     operations for the interim periods should not be considered indicative of
     results to be expected for the full year.

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

2.   RECENTLY ADOPTED ACCOUNTING STANDARDS

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

     The Company evaluated all requirements of SOP 03-1 and determined that it
     is affected by the SOP's requirements to account for certain separate
     account arrangements as general account arrangements and to defer,
     amortize, and recognize separately, sales inducements to contractholders.
     Requirements to establish additional liabilities for minimum guarantee
     benefits are applicable to the Company, however, the Company's policies
     on policy liabilities have historically been, and continue to be, in
     conformity with the requirements newly

                                        7
<Page>

     established. Requirements for recognition of additional liabilities for
     Universal Life products with certain patterns of cost of insurance
     charges are not applicable to the Company.

     The adoption of SOP 03-1 did not have a significant effect on the Company's
     results of operations, and had no impact on the Company's net income.

     In 2003, the Derivative Implementation Group ("DIG") responsible for
     issuing guidance on behalf of the FASB for implementation of FAS No. 133,
     "Accounting for Derivative Instruments and Hedging Activities" issued
     Statement Implementation Issue No. B36, "Embedded Derivatives: Modified
     Coinsurance Arrangements and Debt Instruments That Incorporate Credit Risk
     Exposures That Are Unrelated or Only Partially Related to the Credit
     Worthiness of the Obligor under Those Instruments" ("DIG B36"). Under this
     interpretation, modified coinsurance and coinsurance with funds withheld
     reinsurance agreements as well as other types of receivables and payables
     where interest is determined by reference to a pool of fixed maturity
     assets or total return debt index may be determined to contain embedded
     derivatives that are required to be bifurcated. The Company adopted DIG B36
     on October 1, 2003. The Company has no investment or insurance products
     that are applicable to the guidance and, therefore, the guidance has no
     impact on the Company's financial position, results of operations or cash
     flows.

3.   DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED

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

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

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

     Under FAS No. 97, acquisition costs for universal life and investment-type
     products, which include universal life policies and fixed and variable
     deferred annuities, are amortized over the life of the blocks of policies
     (usually 25 years) in relation to the

                                        8
<Page>

     emergence of estimated gross profits from surrender charges, investment
     margins, mortality and expense margins, asset-based fee income, and actual
     realized gains (losses) on investments. Amortization is adjusted
     retrospectively when estimates of current or future gross profits to be
     realized from a group of products are revised.

     VOBA activity for the three month periods ended March 31, 2004 and 2003
     was as follows:

<Table>
<Caption>
     (MILLIONS)                                                2004            2003
     ----------                                             ----------      ----------
     <S>                                                    <C>             <C>
     Balance at December 31, 2003                           $     31.6      $     34.2
     Interest accrued at 5.0% - 7.0%                               0.4             0.7
     Amortization                                                 (1.5)           (3.1)
     Adjustment for unrealized gain (loss)                        (0.4)              -
                                                            ----------      ----------
     Balance at March 31, 2004                              $     30.1      $     31.8
                                                            ==========      ==========
</Table>

4.   SEPARATE ACCOUNTS

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

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

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

     Assets and liabilities of separate account arrangements that do not meet
     the criteria in SOP 03-1 for separate presentation in the Condensed
     Balance Sheets (those arrangements supporting the guaranteed interest
     option) and revenues and expenses related to such arrangements, were
     reclassified to the general account on January 1, 2004, in accordance
     with the SOP requirements.

                                        9
<Page>

5.   ADDITIONAL INSURANCE BENEFITS AND MINIMUM GUARANTEES

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

     The SOP reserve calculated is the minimum guaranteed death benefits
     ("MGDB") reserve and is determined each period by estimating the expected
     value of death benefits in excess of the projected account balance and
     recognizing the excess ratably over the accumulation period based on total
     expected assessments. The Company regularly evaluates estimates used to
     adjust the additional liability balance, with a related charge or credit to
     benefit expense, if actual experience or other evidence suggests that
     earlier assumptions should be revised. The following assumptions and
     methodology were used to determine the MGDB SOP reserve at March 31, 2004:

<Table>
<Caption>
                 AREA                                    ASSUMPTIONS/BASIS FOR ASSUMPTIONS
     -------------------------------   ------------------------------------------------------------------
     <S>                               <C>
     Data used                         Based on 101 investment performance scenarios stratified based on
                                       10,000 random generated scenarios
     Mean investment performance       8.5%
     Volatility                        20.0%
     Mortality                         60.0% of the 90-95 ultimate mortality table
     Lapse rates                       Vary by contract type and duration; range between 1.0% and 40.0%
     Discount rates                    6.5%, based on the portfolio earned rate of the general account
</Table>

     As of March 31, 2004, the separate account liability subject to SOP 03-1
     for minimum guaranteed benefits and the additional liability recognized
     related to minimum guarantees is $561.0 million and $0.2 million,
     respectively. During the three months ended March 31, 2004, there were no
     incurred guaranteed benefits and paid guaranteed benefits. The net amount
     at risk (net of reinsurance) and the weighted average attained age of
     contractholders is $7.2 million and 72, respectively, as of March 31,
     2004.

     The aggregate fair value of assets, by major investment asset category,
     supporting separate accounts with additional insurance benefits and minimum
     investment return guarantees as of March 31, 2004 are:

<Table>
<Caption>
     (MILLIONS)
     ----------
     <S>                                                                   <C>
     Private Corporate Securities                                          $        335.8
     Public Corporate Securities                                                     39.3
     U.S. Treasury & Agency                                                          27.4
     Commercial Mortgage Obligations                                                 22.8
     Commercial Mortgage Backed Securities                                          135.7
                                                                           --------------
     Total                                                                 $        561.0
                                                                           ==============
</Table>


                                       10
<Page>

6.   INCOME TAXES

     The Company's effective tax rates for the three months ended March 31,
     2004 and 2003 were 27.3% and 0.0%, respectively. The increase in the
     effective tax rate resulted primarily from a larger increase in pre-tax
     book income relative to the increase in the deduction allowed for
     dividends received.

7.   COMMITMENTS AND CONTINGENT LIABILITIES

     LITIGATION

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

8.   RECLASSIFICATIONS AND CHANGES TO PRIOR YEAR PRESENTATION

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

     During 2003, certain changes were made to the classification of MGDB
     excess reserves, which previously were included as a reduction to
     fee income period. These changes had no impact on net income or
     shareholder's equity of the Company. The following summarizes the
     change in classification to each financial statement line item (in
     millions):

<Table>
<Caption>
                                                            PREVIOUSLY
          THREE MONTHS ENDED 3/31/2003                    REPORTED 2003      ADJUSTMENTS       RESTATED 2003
                                                         ----------------------------------------------------
<S>                                                       <C>               <C>                <C>
Fee Income                                                $         1.9     $         0.6      $         2.5
                                                         ----------------------------------------------------
     Total Revenue                                        $         4.7     $         0.6      $         5.3
                                                         ====================================================
Interest credited and other benefits to policyholders     $         1.8     $         0.6      $         2.4
                                                         ----------------------------------------------------
     Total Expense                                        $         4.5     $         0.6      $         5.1
                                                         ====================================================

<Caption>
                                                            PREVIOUSLY
          SIX MONTHS ENDED 6/30/2003                      REPORTED 2003      ADJUSTMENTS       RESTATED 2003
                                                         ----------------------------------------------------
<S>                                                       <C>               <C>                <C>
Fee Income                                                $         3.6     $         1.7      $         5.3
                                                         ----------------------------------------------------
     Total Revenue                                        $         9.7     $         1.7      $        11.4
                                                         ====================================================
Interest credited and other benefits to policyholders     $         2.1     $         1.7      $         3.8
                                                         ----------------------------------------------------
     Total Expense                                        $         6.7     $         1.7      $         8.4
                                                         ====================================================

<Caption>
                                                            PREVIOUSLY
          NINE MONTHS ENDED 9/30/2003                     REPORTED 2003      ADJUSTMENTS       RESTATED 2003
                                                         ----------------------------------------------------
<S>                                                       <C>               <C>                <C>
Fee Income                                                $         5.0     $         2.7      $         7.7
                                                         ----------------------------------------------------
     Total Revenue                                        $        13.5     $         2.7      $        16.2
                                                         ====================================================
Interest credited and other benefits to policyholders     $         3.0     $         2.7      $         5.7
                                                         ----------------------------------------------------
     Total Expense                                        $         7.5     $         2.7      $        10.2
                                                         ====================================================

<Caption>
                                                            PREVIOUSLY
          TWELVE MONTHS ENDED 12/31/2003                  REPORTED 2003      ADJUSTMENTS       RESTATED 2003
                                                         ----------------------------------------------------
<S>                                                       <C>               <C>                <C>
Fee Income                                                $         6.7     $         3.0      $         9.7
                                                         ----------------------------------------------------
     Total Revenue                                        $        15.6     $         3.0      $        18.6
                                                         ====================================================
Interest credited and other benefits to policyholders     $         0.3     $         3.0      $         3.3
                                                         ----------------------------------------------------
     Total Expense                                        $         7.3     $         3.0      $        10.3
                                                         ====================================================
</Table>

                                       11
<Page>

ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION

        OVERVIEW

        The following narrative analysis of the results of operations and
        financial condition presents a review of the ING Insurance Company of
        America ("IICA", or the "Company") as of March 31, 2004 and December 31,
        2003 and for the three month periods ended March 31, 2004 and 2003. This
        review should be read in conjunction with the condensed financial
        statements and other data presented herein, as well as the "Management's
        Narrative Analysis of the Results of Operations and Financial Condition"
        section contained in the Company's 2003 Annual Report on Form 10-K.

        NATURE OF BUSINESS

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

        RECENTLY ADOPTED ACCOUNTING STANDARDS

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

        The Company evaluated all requirements of SOP 03-1 and determined that
        it is affected by the SOP's requirements to account for certain
        separate account arrangements as general account arrangements and to
        defer, amortize, and recognize separately, sales inducements to
        contractholders. Requirements to establish additional liabilities for
        minimum guarantee benefits are applicable to the Company, however, the
        Company's policies on policy liabilities have historically been, and
        continue to be, in conformity with the requirements newly established.
        Requirements for recognition of additional liabilities for Universal
        Life products with certain patterns of cost of insurance charges are
        not applicable to the Company.

                                       12
<Page>

        The adoption of SOP 03-1 did not have a significant effect on the
        Company's results of operations, and had no impact on the Company's
        net income.

        In 2003, the Derivative Implementation Group ("DIG") responsible for
        issuing guidance on behalf of the FASB for implementation of FAS No.
        133, "Accounting for Derivative Instruments and Hedging Activities"
        issued Statement Implementation Issue No. B36, "Embedded Derivatives:
        Modified Coinsurance Arrangements and Debt Instruments That Incorporate
        Credit Risk Exposures That Are Unrelated or Only Partially Related to
        the Credit Worthiness of the Obligor under Those Instruments" ("DIG
        B36"). Under this interpretation, modified coinsurance and coinsurance
        with funds withheld reinsurance agreements as well as other types of
        receivables and payables where interest is determined by reference to a
        pool of fixed maturity assets or total return debt index may be
        determined to contain embedded derivatives that are required to be
        bifurcated. The Company adopted DIG B36 on October 1, 2003. The Company
        has no investment or insurance products that are applicable to the
        guidance and, therefore, the guidance has no impact on the Company's
        financial position, results of operations or cash flows.

        CRITICAL ACCOUNTING POLICIES

        GENERAL

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

        The Company has identified the following estimates as critical in that
        they involve a higher degree of judgment and are subject to a
        significant degree of variability. In developing these estimates
        management makes subjective and complex judgments that are inherently
        uncertain and subject to material change as facts and circumstances
        develop. Although variability is inherent in these estimates, management
        believes the amounts provided are appropriate based upon the facts
        available upon compilation of the condensed financial statements.

        INVESTMENT IMPAIRMENT TESTING

        The Company reviews the general account investments for impairments by
        considering the length of the time and the extent to which the fair
        value has been less than amortized cost; the financial condition and
        near-term prospects of the issuer; future economic conditions and market
        forecasts; and the Company's intent and ability to retain the investment
        in the issuer for a period of time sufficient to allow for recovery in
        fair value. Based on the facts and circumstances of each case,

                                       13
<Page>

        management uses judgment in deciding whether any calculated impairments
        are temporary or other than temporary. For those impairments judged to
        be other than temporary, the Company reduces the carrying value of those
        investments to the current fair value and records impairment losses for
        the difference.

        AMORTIZATION OF DEFERRED ACQUISITION COSTS AND VALUE OF BUSINESS
        ACQUIRED

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

        Changes in assumptions can have a significant impact on the calculation
        of DAC/VOBA and its related amortization patterns. Due to the relative
        size of the DAC/VOBA balance and the sensitivity of the calculation to
        minor changes in the underlying assumptions and the related volatility
        that could result in the reported DAC/VOBA balance, the Company performs
        a quarterly analysis of DAC/VOBA. At each balance sheet date, actual
        historical gross profits are reflected and expected future gross profits
        and related assumptions are evaluated for continued reasonableness.

        Any adjustment in estimated profit requires that the amortization rate
        be revised retroactively to the date of policy or contract issuance
        ("unlocking"), which could be significant. The cumulative difference
        related to prior periods is recognized as a component of the current
        period's amortization, along with amortization associated with the
        actual gross profits of the period. In general, increases in estimated
        returns result in increased expected future profitability and may lower
        the rate of amortization, while increases in lapse/surrender and
        mortality assumptions or decreases in returns reduce the expected future
        profitability of the underlying business and may increase the rate of
        amortization.

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

                                       14
<Page>

        FORWARD-LOOKING INFORMATION/RISK FACTORS

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

        Forward-looking statements are necessarily based on estimates and
        assumptions that are inherently subject to significant business,
        economic and competitive uncertainties and contingencies, many of which
        are beyond the Company's control and many of which are subject to
        change. These uncertainties and contingencies could cause actual results
        to differ materially from those expressed in any forward-looking
        statements made by, or on behalf of, the Company.

        Whether or not actual results differ materially from forward-looking
        statements may depend on numerous foreseeable and unforeseeable
        developments. Some may be national in scope, such as general economic
        conditions, changes in tax law and changes in interest rates (for
        additional information, see the Legislative Initiatives section below).
        Some may relate to the insurance industry generally, such as pricing
        competition, regulatory developments and industry consolidation. Others
        may relate to the Company specifically, such as credit, volatility and
        other risks associated with the Company's investment portfolio.
        Investors are also directed to consider other risks and uncertainties
        discussed in documents filed by the Company with the SEC. The Company
        disclaims any obligation to update forward-looking information.

        RESULTS OF OPERATIONS

        Fee income for the three months ended March 31, 2004 compared to the
        three months ended March 31, 2003 remained stable.

        Net investment income decreased $0.1 million for the three months
        ended March 31, 2004 compared to the same period in 2003. Net
        investment income decreased primarily due to investments in lower
        yielding fixed securities combined with the relatively stable interest
        rate environment.

        Net realized capital gains for the three months ended March 31, 2004
        increased by $0.1 million compared to same period in 2003. Net
        realized gains result from sales of fixed maturities having a fair
        value greater than book value. The increase in net realized capital
        gains is the result of credit related losses realized in 2003.

                                               15
<Page>

        Interest credited and other benefits to policyholders decreased $0.9
        million for the three months ended March 31, 2003 in contrast to the
        comparative period in 2003. The decrease was primarily a result of a
        decline in assets under management with fixed options coupled with a
        decrease in credited interest rates resulting from a management decision
        to lower credited rates.

        Underwriting, acquisition, and insurance expenses for the three months
        ended March 31, 2004 compared to the three months ended March 31, 2003
        remained relatively stable.

        Amortization of deferred policy acquisition costs and value of business
        acquired for the three months ended March 31, 2004, decreased by $0.7
        million compared to the same period in 2003. Amortization of
        long-duration products is recorded in proportion to actual and estimated
        future gross profits. Estimated gross profits are computed based on
        assumptions related to the underlying contracts, including but not
        limited to interest margins, surrenders, withdrawals, expenses, and
        asset growth. The decrease in the amortization of deferred policy
        acquisition costs and value of insurance acquired reflects the impact of
        these variables on the overall book of business.

        Net income increased by $1.1 million for the three months ended March
        31, 2004, compared to the three months ended March 31, 2003. Higher
        net income is primarily the result of the slight increase in net
        realized capital gains in addition to more significant declines in
        interest credited and DAC and VOBA amortization, slightly offset by
        the decrease in net investment income.

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

<Table>
<Caption>
                                                                  MARCH 31,      DECEMBER 31,
        (MILLIONS) (UNAUDITED)                                      2004             2003
                                                                ------------     ------------
        <S>                                                     <C>              <C>
        Deposits
          Annuities - fixed options                             $        0.6     $        4.6
          Annuities - variable options                                   4.7             17.9
                                                                ------------     ------------
          Total - deposits                                      $        5.3     $       22.5
                                                                ============     ============

        Assets under management
          Annuities - fixed options (1)                         $      134.3     $      138.9
          Annuities - variable options (2)                             576.6            584.4
                                                                ------------     ------------
          Total - assets under management                       $      710.9     $      723.3
                                                                ============     ============
</Table>

        (1)  Excludes net unrealized capital gains of $9.2 million and $5.2
             million at March 31, 2004 and December 31, 2003.
        (2)  Includes $431.9 million and $440.5 million at March 31, 2004 and
             December 31, 2003, respectively, of assets invested through the
             Company's products in unaffiliated mutual funds.

                                       16
<Page>

        FINANCIAL CONDITION

        INVESTMENTS

        FIXED MATURITIES

        At March 31, 2004 and December 31, 2003, the Company's carrying value
        of available for sale fixed maturities including securities pledged to
        creditors (hereinafter referred to as "total fixed maturities")
        represented 100.0% of the total general account for 2004 and 2003. For
        the same periods, $92.1 million, or 44.0% of total fixed maturities,
        and $92.3 million, or 69.0% of total fixed maturities, respectively,
        supported experience-rated products. Total fixed maturities reflected
        net unrealized capital gains of $9.2 million and $5.2 million at March
        31, 2004 and December 31, 2003, respectively.

        It is management's objective that the portfolio of fixed maturities be
        of high quality and be well diversified by market sector. The fixed
        maturities in the Company's portfolio are generally rated by external
        rating agencies and, if not externally rated, are rated by the Company
        on a basis believed to be similar to that used by the rating agencies.
        The average quality rating of the Company's fixed maturities portfolio
        was AA at March 31, 2004 and AA- at December 31, 2003.

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

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

<Table>
<Caption>
                                                              MARCH 31,            DECEMBER 31,
                                                                2004                  2003
                                                             -----------          --------------
        <S>                                                        <C>                     <C>
        AAA                                                         43.7%                   47.7%
        AA                                                           3.7                     1.2
        A                                                           27.1                    27.7
        BBB                                                         22.2                    22.6
        BB                                                           2.3                     0.1
        B and below                                                  1.0                     0.7
                                                             -----------          --------------
        Total                                                      100.0%                  100.0%
                                                             ===========          ==============
</Table>

                                       17
<Page>

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

<Table>
<Caption>
                                                                    MARCH 31            DECEMBER 31,
                                                                      2004                  2003
                                                                 --------------        --------------
        <S>                                                      <C>                   <C>
        U.S. Corporate                                                     56.2%                 56.9%
        Residential Mortgaged-Backed                                       16.6                  19.7
        U.S. Treasuries/Agencies                                            5.8                   6.0
        Foreign (1)                                                         5.3                   7.2
        Asset-Backed                                                        9.9                   6.2
        Commercial/Multifamily Mortgage-Backed                              6.2                   4.0
                                                                 --------------        --------------
        Total                                                    $        100.0%       $        100.0%
                                                                 ==============        ==============
</Table>

        (1)     Primarily U.S. dollar denominated

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

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

        LIQUIDITY AND CAPITAL RESOURCES

        Liquidity is the ability of the Company to generate sufficient cash
        flows to meet the cash requirements of operating, investing, and
        financing activities. The Company's principal sources of liquidity are
        product charges, investment income and maturing investments. Primary
        uses of these funds are payments of commissions and operating expenses,
        interest credits, investment purchases, as well as withdrawals and
        surrenders.

        Management believes that its sources of liquidity are adequate to meet
        the Company's short-term cash obligations. The Company has entered into
        agreements with ILIAC under which ILIAC has agreed to cause the Company
        to have sufficient capital to meet certain capital and surplus levels.

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

                                       18
<Page>

        Amounts reported indicate that the Company has total adjusted capital
        above all required capital levels.

        LEGISLATIVE INITIATIVES

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

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

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

                                       19
<Page>

ITEM 4. CONTROLS AND PROCEDURES

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

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

                                       20
<Page>

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

         As with many financial services companies, affiliates of the Company
         have received requests for information from various governmental and
         self-regulatory agencies in connection with investigations related to
         trading in investment company shares. In each case, full cooperation
         and responses are being provided. The Company is also reviewing its
         policies and procedures in this area.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

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

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

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

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

              A    Amendment to the Investment Advisory Agreement dated as of
                   August 26, 2003, between ING Insurance Company of America
                   and ING Investment Management LLC.

         (b)  Reports on Form 8-K.

              None.

                                       21
<Page>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        ING INSURANCE COMPANY OF AMERICA
                                        --------------------------------
                                                 (Registrant)


                                        By
------------------------                  ------------------------------------
         (Date)                            David A. Wheat
                                           Director, Senior Vice President, and
                                           Chief Financial Officer

                                       22

</TEXT>
</DOCUMENT>
a2136343zex-31_1.txt EX 31.1
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>a2136343zex-31_1.txt
<DESCRIPTION>EX 31.1
<TEXT>
<Page>

                                                                    EXHIBIT 31.1

                                  CERTIFICATION

I, David A. Wheat, certify that:

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

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

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

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

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

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

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

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

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

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

Date:
      -----------

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

</TEXT>
</DOCUMENT>
a2136343zex-31_2.txt EX 31.2
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>a2136343zex-31_2.txt
<DESCRIPTION>EX 31.2
<TEXT>
<Page>

                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, Keith Gubbay, certify that:

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

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

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

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

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

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

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

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

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

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

Date
      -------------

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

</TEXT>
</DOCUMENT>
a2136343zex-32_1.txt EX 32.1
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>a2136343zex-32_1.txt
<DESCRIPTION>EX 32.1
<TEXT>
<Page>

                                                                    EXHIBIT 32.1

                                  CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of ING Insurance
Company of America (the "Company") hereby certifies that, to the officer's
knowledge, the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934
and that the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

                                  By
-----------------                    ------------------------------------------
      (Date)                         David A. Wheat
                                     Director, Senior Vice President, and
                                       Chief Financial Officer

</TEXT>
</DOCUMENT>
a2136343zex-32_2.txt EX 32.2
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>5
<FILENAME>a2136343zex-32_2.txt
<DESCRIPTION>EX 32.2
<TEXT>
<Page>

                                                                    EXHIBIT 32.2

                                  CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of ING Insurance
Company of America (the "Company") hereby certifies that, to the officer's
knowledge, the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934
and that the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

                                  By
-----------------                    -----------------------------------------
     (Date)                          Keith Gubbay
                                     Director and President

</TEXT>
</DOCUMENT>
a2136343zex-32_a.txt EX 32.A
<DOCUMENT>
<TYPE>EX-32.A
<SEQUENCE>6
<FILENAME>a2136343zex-32_a.txt
<DESCRIPTION>EX 32.A
<TEXT>
<Page>

                                                                       Exhibit A

                   AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

This Amendment to Investment Advisory Agreement (this "Amendment") amends the
Investment Advisory Agreement between ING Investment Management LLC ("IIM") and
ING Insurance Company of America, formerly known as Aetna Insurance Company of
America ("Client"). This Amendment is dated as of August 26, 2003.

   1. BACKGROUND. IIM and Client are parties to an Investment Advisory
      Agreement, dated March 31, 2001, as amended (the "Agreement"), pursuant to
      which IIM provides Client with certain investment advisory services. IIM
      and Client wish to clarify the limited circumstances under which IIM may
      have custody of Client funds or securities under the Agreement. Although
      the parties do not intend by this Amendment to address whether or not
      Original Mortgage Documents (as defined below) are in fact securities, it
      is the intention of IIM and Client that, except as may be otherwise agreed
      from time to time, IIM will not have actual or constructive custody of
      Client funds or securities other than Original Mortgage Documents.

   2. AMENDMENT TO SECTION 3 OF THE AGREEMENT. Section 3 of the Agreement is
      hereby amended to add the following to the end of such Section:

      "Notwithstanding anything to the contrary in this Section 3, except with
      regard such Original Mortgage Documents as are selected by IIM from time
      to time, and as may otherwise be agreed between IIM and Client:

      (a) IIM shall not maintain physical custody of Client funds or securities;
          and

      (b) IIM shall not have the power to direct any custodian or other third
          party to transfer Client funds or securities, except in the case of
          (i) transactions involving a delivery vs. payment or vice versa, (ii)
          free receipts into Client Accounts, (iii) transfers between Client's
          own accounts, (iv) transfers to satisfy margin or collateral calls by
          brokers or other counterparties, and (v) other transactions that would
          not reasonably be considered to result in actual or constructive
          custody of Client funds or securities.

      "Original Mortgage Documents" means original (a) mortgage notes, (b)
      certificates of participation where more than one entity has invested in
      the mortgage via a participation agreement, and (c) letters of credit, as
      applicable, that are provided from time to time by borrowers as additional
      security."

   3. AMENDMENT TO SECTION 6 OF THE AGREEMENT. The second sentence of Section 6
      of the Agreement is hereby amended to add the language highlighted in
      italics below:

      "EXCEPT AS SPECIALLY CONTEMPLATED BY SECTION 3, IIM shall not MAINTAIN
      CUSTODY OF CLIENT FUNDS OR SECURITIES OR OTHERWISE act as custodian for
      the Account."

<Page>

   4. AMENDMENT TO SECTION 9 OF THE AGREEMENT. Section 9 of the Agreement is
      hereby amended to read as follows:

      SECTION 9. LIMITATION OF LIABILITY - In rendering services under this
      Agreement, IIM will not be subject to any liability to Client or to any
      other party for any act or omission of IIM except as a result of IIM's
      negligence, misconduct or violation of applicable law. Nothing herein
      shall in any way constitute a waiver or limitation of any rights of any
      party under applicable Federal or State law.

   5. AMENDED AGREEMENT. Except as specifically amended by this Amendment, each
      and every term of this Agreement remains in full force and effect.


          CLIENT:                    ING INSURANCE COMPANY OF AMERICA


                                     By: /s/ Paula Cludray-Eengelke
                                         --------------------------------
                                         Name: Paula Cludray-Engelke
                                         Title: Secretary


          IIM:                       ING INVESTMENT MANAGEMENT LLC


                                     By: /s/ Fred C. Smith
                                         --------------------------------
                                         Name: Fred C. Smith
                                         Title: Executive Vice President

</TEXT>
</DOCUMENT>
Additional Files
FileSequenceDescriptionTypeSize
0001047469-04-017648.txt   Complete submission text file   84133

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