**Exhibit 3(i)**

 

**AMENDEDAND RESTATED ARTICLES OF INCORPORATION**

**OF**

**INGINSURANCE COMPANY OF AMERICA**

**(Restatedas of April 1, 2005)**

 

The restated Articles of Incorporation supercedes and takes the placeof the existing Articles of Incorporation and all amendments to it.

 

ARTICLE I

NAME AND PLACE OFBUSINESS

 

The name of the company shall be ING INSURANCE COMPANYOF AMERICA. The principal place of business of the company shall be 2202 NorthWestshore Boulevard, Tampa, Hillsborough County, Florida 33607. The company mayestablish and maintain the principal place of business at such other placewithin the State of Florida and may establish such other offices within oroutside of Florida as may be determined by the Board of Directors from time totime.

 

ARTICLE II

NATURE OF BUSINESS

 

The purposes of the company shall be to engage inevery aspect of life, annuity, and health insurance and reinsurance and suchother business as may be permitted for such an insurance company underapplicable law.

 

ARTICLE III

CAPITAL STOCK

 

The company shall be authorized to issue not more thanThirty-Five Thousand (35,000) shares of common stock having a par value of OneHundred Dollars ($100) per share. The company shall not begin transactinginsurance until it achieves capital and surplus equal to or exceeding theamount of capital and surplus required under applicable law.

 

ARTICLE IV

STATUTORY AGENTAND OFFICE

 

The company hereby appoints the Florida InsuranceCommissioner and Chief Financial Officer as its attorney in fact to receiveservice of legal process issued against it in any civil action or proceeding inthis state, and such appointment shall remain in effect for so long as isrequired by applicable law, specifically including section 624.422, FloridaStatutes, or any successor thereto.

 

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ARTICLE V

TERM OF EXISTENCE

 

The company shall have perpetual existence, unlesssooner dissolved as provided for by the laws of the State of Florida.

 

ARTICLE VI

DIRECTORS

 

The company shall have five (5) or more directors, theexact number of which shall be determined from time to time in accordance withthe company’s bylaws. The names and addresses of the Board of Directors of thecompany, as of the adoption of the amended and restated Articles ofIncorporation are as follows:

 
| Thomas J. McInerney,  Chairman |   | Catherine H. Smith         |
|--------------------------------|--------|----------------------------|
| 5780 Powers Ferry Road  NW     |   | 151 Farmington Avenue      |
| Atlanta, GA 30327              |   | Hartford, CT 06156         |
|                           |   |                       |
| Jacques de Vaucleroy           |   | David A. Wheat             |
| 5780 Powers Ferry Road  NW     |   | 5780 Powers Ferry Road  NW |
| Atlanta, GA 30327              |   | Atlanta, GA 30327          |
|                           |   |                       |
| Kathleen A. Murphy             |   |                       |
| 151 Farmington Avenue          |   |                       |
| Hartford, CT 06156             |   |                       |

 

In addition to the powers and authorities herein or by statuteexpressly conferred upon them, the directors are hereby empowered to exerciseall such powers and do all such acts and things as may be exercised or done bythe company, subject to the provisions of the laws of the State of Florida,these Articles of Incorporation, and the bylaws of the company; provided,however, that no bylaw hereafter adopted by the shareholders shall invalidateany prior act of the directors which would have been valid if such bylaw hadnot been adopted.

 

ARTICLE VII

TRANSACTIONS INWHICH DIRECTORS

OR OFFICERS AREINTERESTED

 

No contract or other transactionbetween the company and one or more of its directors or officers, or betweenthe company and any other corporation, firm, or entity in which one or more ofthe company’s directors or officers are directors or officers, or have afinancial interest, shall be void or voidable solely because of suchrelationship or interest, or solely because such director or directors arepresent at or participate in the meetings of the Board of Directors or acommittee thereof which authorizes, approves, or ratifies such contract ortransaction, or solely because his or their votes are counted for such purpose,if:

 

1.             The fact of such relationship or interest is disclosedor known to the Board of Directors or the committee which authorizes, approves,or ratifies the contract or transaction by a

 

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vote or written consentsufficient for the purpose without counting the votes or consents of suchinterested director or directors; or

 

2.             The fact of such relationship or interest is disclosedor known to the shareholders of the company entitled to vote thereon, and theyauthorize, approve, or ratify such contract or transaction; or

 

3.             The contract or transaction is fair and reasonable as tothe company at the time it is authorized by the Board of Directors, a committeethereof, or the shareholders.

 

Common or interesteddirectors may be counted in determining the presence of a quorum at a meetingof the Board of Directors or of a committee thereof which authorizes, approves,or ratifies such contract or transaction, and shares held by them may becounted in determining the presence of a quorum at a meeting of shareholders atwhich action is taken pursuant to this Article.

 

ARTICLE VIII

DIRECTOR LIABILITY

 

The personal liability ofany director of the company to the company or its shareholders for monetarydamages for breach of duty as a director shall be limited to an amount that isequal to the compensation received by the director for serving the companyduring the year of the violation if such breach did not (i) involve a knowingand culpable violation of law by the director; (ii) enable the director or anassociate (defined as any corporation or organization of which such person isan officer or partner or is, directly or indirectly, the beneficial owner often percent or more of any class of voting stock; any trust or other estate inwhich such person has at least a ten percent beneficial interest or as to whichsuch person serves as trustee or in a similar fiduciary capacity; and anyrelative or spouse of such persons, or any relative of such spouse, who has thesame home as such person) to receive an improper personal gain; (iii) show alack of good faith and a conscious disregard for the duty of the director tothe company under circumstances in which the director was aware that hisconduct or omission created an unjustifiable risk of serious injury to thecompany; (iv) constitute a sustained and unexcused pattern of inattention thatamounted to an abdication of the director’s duty to the company; or (v) createliability under Section 607.0834, Florida Statutes. Any repeal or modificationof this Section shall not adversely affect any right or protection of adirector of the company existing hereunder with respect to any act or omissionoccurring prior to such repeal or modification.

 

The company shall have the power to indemnify, and mayinsure, its directors and officers to the fullest extent permitted byapplicable Florida law.

 

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ARTICLE IX

AMENDMENTS

 

The company reserves theright to amend, alter, change or repeal any provision contained in theseArticles of Incorporation, subject to applicable laws of the State of Florida,and all rights conferred upon shareholders are granted subject to thisreservation.

 

These amended andrestated Articles of Incorporation were duly adopted by the Board of Directorsof the Company on the 15th day of March, 2005.

 

 
|   | /s/ Paula Cludray-Engelke, Secretary |
|--------|--------------------------------------|
|   | Paula  Cludray-Engelke, Secretary    |

 

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