TAX SHARING AGREEMENT


THIS  AGREEMENT is entered into by and between ING AMERICA  INSURANCE  HOLDINGS,
INC. ("ING") and each of its undersigned subsidiaries (the "Subsidiaries", or in
the singular "Subsidiary").

                                   WITNESSETH:


WHEREAS,  ING and/or some or all of the Subsidiaries may join in the filing of a
state or local tax return on a consolidated, combined or unitary basis; and

WHEREAS,  it is desirable  for the  Subsidiaries  and ING to enter into this Tax
Sharing Agreement  ("Agreement") to provide for the manner of computation of the
amounts and timing of payments among them, and various related matters;

NOW, THEREFORE, in consideration of the agreements contained herein and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1.   APPLICABILITY
     -------------

          The parties intend that the  provisions of this Agreement  shall apply
          to situations in which a state or local franchise, income tax or other
          tax return  based on, or  measured  by,  net  income  ("state or local
          income tax  return") is filed on behalf of more than one party to this
          Agreement on a consolidated,  combined, or unitary basis (each company
          participating  in such a return  is  referred  to  herein  as a "Group
          Member").  ING  is  hereby  authorized  to  determine,   in  its  sole
          discretion,  whether any of the  Subsidiaries  will be included in the
          filing of a consolidated,  combined,  or unitary state or local income
          tax  return,   or  whether  any  Subsidiary   will  file  a  separate,
          stand-alone  state or local  income tax  return,  in states  where the
          choice is available.

2.   ALLOCATION OF LIABILITY
     -----------------------

          For each taxable year during which a consolidated, combined or unitary
          state or local income tax return is filed,  each Group Member will pay
          to the Designated  Lead Company of such group an amount  determined as
          follows:

               i.)  Where  the  tax  liability  of the  group  of  companies  is
               calculated by reference to the consolidated, combined, or unitary
               apportionment or allocation  factors of the group as a whole, the
               amount of tax  liability  payable  by each Group  Member  will be
               determined  on the basis of its  proportional  share of the total
               group's  apportionment  or allocation  factor.  Each Group Member
               generating  tax  losses  or  credits,  including  any  carryovers
               thereof,  will be paid for such  losses  or  credits  as they are
               recognized  and  actually   utilized  to  reduce  the  total  tax
               liability of the group.


                                       1
<PAGE>


               ii.)  Where  the tax  liability  of the  group  of  companies  is
               calculated  for each  Group  Member on a separate  company  basis
               utilizing separate company  apportionment or allocation  factors,
               the amount of tax liability  payable by each Group Member will be
               an amount equal to its separate  company tax liability.  Separate
               company losses or credits, and any carryovers thereof,  will only
               be recognized and paid for at the time,  and to the extent,  that
               they are utilized in the reduction of the consolidated,  combined
               or unitary taxable income of the group.

               iii.) In those situations in which ING or any of the Subsidiaries
               files  separate,  stand-alone  state or local income tax returns,
               each  such  party  will be  solely  responsible  for  all  taxes,
               additions to tax,  penalties,  and interest  associated with such
               stand-alone filings.

               iv.) Unless specifically  approved in writing,  all payments made
               pursuant to this  Agreement  by a Group  Member  shall be made by
               that Group Member,  and not by any other company or business unit
               on its behalf.

3.   SEPARATE RETURN YEARS
     ---------------------

          To the extent any  portion of a tax loss or credit of a  consolidated,
          combined  or  unitary  group is carried  back or carried  forward to a
          separate return year of a Group Member (whether by operation of law or
          at the  discretion  of the  Designated  Lead Company) the Group Member
          shall not be entitled to payment from the Designated Lead Company with
          respect  thereto.  This  shall be the case  whether  or not the  Group
          Member actually  receives  payment for the benefit of such tax loss or
          credit from the applicable tax authority or otherwise.

4.   INSTALLMENT PAYMENTS
     --------------------

          a.   During and  following a taxable  year in which Group  Members are
               included  in a state  or  local  income  tax  return  filed  on a
               consolidated,  combined or unitary  basis,  each shall pay to the
               Designated  Lead  Company,  or receive from the  Designated  Lead
               Company,  as the case may be, installment  payments of the amount
               determined  pursuant  to  section 2 of this  Agreement.  Payments
               shall made by or to each Group Member in amounts that produce, on
               a  group  basis,  cumulative  installments  consistent  with  the
               payment rules of the applicable taxing authority.  Payments shall
               be made to/by each Group Member to/by the Designated Lead Company
               within 30 days of the  installment  payment date  mandated by the
               applicable  taxing  authority.  The  Designated  Lead Company may
               revise the  schedule of  installment  payments  set forth in this
               paragraph,  and may  provide  for annual  rather  than  quarterly
               payments  in  cases  where  amounts  due  fall  below  a  certain
               threshold,  although  any such change  shall be  prospective  and
               shall  not take  effect  prior to  written  notice  to the  Group
               Members.


                                       2
<PAGE>


          b.   The Designated  Lead Company shall pay to the  applicable  taxing
               authority all required  installments  of state or local estimated
               taxes pursuant to applicable  provisions of state or local law on
               behalf of itself  and each  Group  Member.  The  Designated  Lead
               Company shall have the sole right to determine the amount of each
               such tax payment  with respect to the group's tax  liability  for
               the taxable year.

          c.   Should the amount of any tax payment made by the Designated  Lead
               Company under this section to the taxing authority exceed the sum
               of  installment  payments  made  by all  Group  Members  for  any
               corresponding  installment date, the Designated Lead Company may,
               in its sole  discretion,  determine  each Group Member's fair and
               reasonable  share of that  excess,  and notify each Group  Member
               thereof.  The amount of such excess  amount shall be paid over to
               the  Designated  Lead Company within 15 business days of the date
               of notification.

          d.   If a penalty or an addition to tax for  underpayment of estimated
               taxes is  imposed  on the  group  with  respect  to any  required
               installment  under  applicable state or local law, the Designated
               Lead Company shall, in its sole discretion,  determine the amount
               of each Group  Member's share of such penalty or addition to tax,
               which  amount shall be paid over to the  Designated  Lead Company
               within 15 business days of the date of notification.

5.   ADJUSTED RETURNS
     ----------------

          If any adjustments are made to the  consolidated,  combined or unitary
          returns  for a taxable  year,  whether  by reason of the  filing of an
          amended  return,  or a claim for refund with  respect to such  taxable
          year, or an audit with respect to such taxable  year,  the amounts due
          under this  Agreement for such taxable year shall be  redetermined  by
          the Designated Lead Company taking into account such adjustments.  If,
          as a result  of such  redetermination,  any  amounts  due  under  this
          Agreement shall differ from the amounts  previously paid, then, except
          as provided in section 6 hereof,  payment of such difference  shall be
          made by each Group Member to the  Designated  Lead Company,  or by the
          Designated  Lead Company to the Group Member,  as the case may be, (a)
          in the case of an  adjustment  resulting  in a refund or  credit,  not
          later than  thirty  (30) days  after the date on which such  refund is
          received or credit is allowed with respect to such  adjustment  or (b)
          in  the  case  of  an  adjustment  resulting  in  the  assertion  of a
          deficiency,  not later than thirty (30) days after the Group Member is
          notified of the deficiency.  Any amounts due to or from a Group Member
          under this section shall be determined  with respect to such refund or
          deficiency  taking  into  account  any  penalties,  interest  or other
          additions  to tax  which may be  imposed.  ING  shall  indemnify  each
          Subsidiary  in  the  event  the  taxing  authority  levies  upon  such
          Subsidiary's  assets for unpaid taxes in excess of the amount required
          to be paid by such Subsidiary in relation to a consolidated,  combined
          or unitary return filed pursuant to this Agreement.


                                       3
<PAGE>


6.   PROCEDURAL MATTERS
     ------------------

          The Designated  Lead Company shall prepare and file the  consolidated,
          combined  or  unitary  state or local  return  and any other  returns,
          documents  or  statements  required  to be filed with the  appropriate
          jurisdiction,  with respect to the  determination of the tax liability
          of the filing  group.  In its sole  discretion,  the  Designated  Lead
          Company  shall have the right with  respect to any return which it has
          filed or will  file,  (a) to  determine  (i) the  manner in which such
          returns,   documents  or  statements  shall  be  prepared  and  filed,
          including, without limitation, the manner in which any item of income,
          gain,  loss,  deduction or credit shall be reported,  (ii) whether any
          extensions  may be requested and (iii) the elections that will be made
          by any  Group  Member,  (b)  to  contest,  compromise  or  settle  any
          adjustment or deficiency proposed, asserted or assessed as a result of
          any  audit  of such  returns  by the  taxing  authority,  (c) to file,
          prosecute,  compromise  or  settle  any claim  for  refund  and (d) to
          determine  whether  any  refunds  to which  the  filing  group  may be
          entitled  shall be paid by way of refund or  credited  against the tax
          liability of the group. Each Group Member hereby irrevocably  appoints
          the Designated Lead Company as its agent and  attorney-in-fact to take
          such action  (including  the execution of documents) as the Designated
          Lead Company may deem appropriate to effect the foregoing.

7.   ADDITIONAL MEMBERS
     ------------------

          If future subsidiaries are acquired or created and they participate in
          the consolidated,  combined or unitary filing, such subsidiaries shall
          join in and be bound by this  Agreement.  This section will also apply
          to subsidiaries  that are not eligible  immediately to join the filing
          group, when they become eligible to join the filing group.

8.   COMPANIES LEAVING GROUP
     -----------------------

          Except as specifically  treated to the contrary herein, a Group Member
          shall be  treated as having  withdrawn  from this  Agreement  upon the
          signing of a letter of intent or a  definitive  agreement  to sell the
          Group Member.  Amounts  payable to or receivable  from Designated Lead
          Company  shall be  recomputed  with respect to the  withdrawing  Group
          Member,  including an estimate of the remaining taxes actually payable
          or  receivable  upon  the  filing  of the tax  return  for the year of
          withdrawal,  as of the last day such  Group  Member is a member of the
          group.  Any amounts so computed as due to or from the Designated  Lead
          Company to or from Group Member shall be paid prior to its leaving the
          group, provided, however,


                                       4
<PAGE>


          that any deficiency or excess of taxes  determined on the basis of the
          tax  return  filed  for the  year of  withdrawal,  and paid to or from
          Designated   Lead  Company   related  to  the  tax  liability  of  the
          withdrawing  Group  Member for the  portion of the year of  withdrawal
          during which it had been a member of the  affiliated  group,  shall be
          settled not later than  November 15 of the year  following the year of
          the date of withdrawal.

          The extent to which  Designated  Lead  Company or such Group Member is
          entitled to any other payments as a result of adjustments, as provided
          in section 5 hereof,  determined  after such Group Member has left the
          affiliated  group but  affecting  any taxable  year during  which this
          Agreement  was in effect with respect to the  Designated  Lead Company
          and such Group  Member,  shall be provided  for pursuant to a separate
          written  agreement  between ING and the former Group Member or its new
          owner, or in the absence of such agreement,  pursuant to the provision
          of  section 5 hereof.  Tax  benefits  arising  from the carry  back of
          losses or credits of the former Group Member to tax years during which
          it was a member  of the  group  shall  not be  refunded  to the  Group
          Member,  unless  specifically  provided  for  pursuant  to a  separate
          written  agreement between ING and the former Group Member, or its new
          owner.

9.   BOOKS AND RECORDS
     -----------------

          The books,  accounts and records of ING and the Subsidiaries  shall be
          maintained so as to provide  clearly and  accurately  the  information
          required  for  the  operation  of  this   Agreement.   Notwithstanding
          termination  of  this  Agreement,  all  materials  including,  but not
          limited to, returns, supporting schedules, workpapers,  correspondence
          and other documents relating to the combined,  consolidated or unitary
          tax return shall be made available to ING and/or any Subsidiary during
          regular  business  hours.  Records will be retained by ING and by each
          Subsidiary,  in a manner  satisfactory to ING, adequate to comply with
          any audit request by the appropriate  State or local taxing authority,
          and,  in any  event to  comply  with any  record  retention  agreement
          entered into by ING or any Subsidiary with such taxing authority.

10.  ESCROW AGREEMENTS
     -----------------


          The parties  hereto agree that,  to the extent  required by applicable
          law, they shall enter into and file with appropriate jurisdictions any
          escrow agreements or similar contractual  arrangements with respect to
          the taxes  covered  by this  Agreement.  The terms of such  agreements
          shall,  to the  extent  set forth  therein,  and with  respect  to the
          parties thereto, prevail over the terms of this Agreement.

11.  TERMINATION
     -----------

          This Agreement shall be terminated if ING and the  Subsidiaries  agree
          in writing to such termination.


                                       5
<PAGE>


12.  ADMINISTRATION
     --------------

          This Agreement shall be administered by the Vice President of Taxes of
          ING or, in his/her absence,  by any other officer of ING so designated
          by the  Controller  of ING.  Disputes  between ING and any  Subsidiary
          shall  be  resolved  by the  Vice  President  of Taxes of ING or other
          designated officer and the senior financial officer of each Subsidiary
          involved in the dispute. Should ING, in its sole discretion, determine
          that any provision of this Agreement cannot be applied  practicably to
          any item or any part of any  state or local  income  tax  return,  ING
          shall apply a  reasonable  rule of  operation  in such  situation,  as
          determined in its sole discretion,  but predicated on the principle of
          equitable  sharing of the tax impact of such item among those  parties
          included in the tax return  responsible  for such tax impact.  ING and
          the  Subsidiaries  each agree to indemnify any party to this agreement
          for any loss or  other  injury  sustained  as a result  of  errors  or
          omissions  committed by ING or one of the  Subsidiaries  in connection
          with this Agreement.

13.  PERIOD COVERED
     --------------

          This  Agreement  shall be effective with respect to each party thereto
          upon  signing  by  such  party,   and  shall  supersede  all  previous
          agreements  between ING and any Subsidiary with respect to the matters
          contained   herein  and  such  previous   agreement   shall  thereupon
          terminate.  The Agreement shall apply to the taxable year 2001, to all
          prior  taxable  years  which are open to  adjustments  as  provided in
          section 5 hereof  (to the  extent  not  subject  to any  separate  tax
          sharing  agreement)  and to all  subsequent  periods  unless and until
          amended or terminated, as provided in section 11 hereof.




                                       6
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>

IN WITNESS WHEREOF, the parties hereto have executed this Tax Sharing Agreement.



ING America Insurance Holdings, Inc.                       By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Treasurer


Cyberlink Development, LLC                                 By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


GAC Capital, Inc.                                          By:      /s/  Boyd Combs
                                                                    -------------------------------------
                                                                    Name:  Boyd Combs
                                                                    Title:


ING America Life Corporation                               By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


ING Fund Services Co., LLC                                 By:      /s/  Lydia L. Homer
                                                                    -------------------------------------
                                                                    Name:  Lydia L. Homer
                                                                    Title:  Senior Vice President and Controller


ING Mutual Funds Management Co., LLC
(merged into ING Investments, LLC in 2001)                 By:      /s/  Lydia L. Homer
                                                                    -------------------------------------
                                                                    Name:  Lydia L. Homer
                                                                    Title:  Senior Vice President and Controller


ING North America Insurance Corporation                    By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name: David Pendergrass
                                                                    Title:  Vice President and Treasurer


Life of Georgia Agency, Inc.                               By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


                                       7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>

Life Insurance Company of Georgia                          By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


Lion Custom Investments, LLC                               By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


Lion II Custom Investments, LLC                            By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


MIA Office Americas, Inc.                                  By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


Orange Investment Enterprises, Inc.                        By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


QuickQuote, Inc.                                           By:      /s/  Boyd Combs
                                                                    -------------------------------------
                                                                    Name:  Boyd Combs
                                                                    Title:


QuickQuote Financial, Inc.                                 By:      /s/  Eric Banta
                                                                    -------------------------------------
                                                                    Name:  Eric Banta
                                                                    Title:  Assistant Secretary


QuickQuote Systems, Inc.                                   By:      /s/  Eric Banta
                                                                    -------------------------------------
                                                                    Name:  Eric Banta
                                                                    Title:  Assistant Secretary


Southland Life Insurance Company                           By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


                                       8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


Springstreet Associates, Inc.                              By:      /s/  Boyd Combs
                                                                    -------------------------------------
                                                                    Name:  Boyd Combs
                                                                    Title:


First Columbine Life Insurance Company                     By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


First Secured Mortgage Deposit Corporation                 By:      /s/  Jeffrey William Seel
                                                                    -------------------------------------
                                                                    Name:  Jeffrey William Seel
                                                                    Title:  President and Director


First ING Life Insurance Company of New York               By:      /s/  Eric G. Banta
                                                                    -------------------------------------
                                                                    Name:  Eric G. Banta
                                                                    Title:  Secretary


ING America Equities, Inc.                                 By:      /s/  Paula Cludray-Engelke
                                                                    -------------------------------------
                                                                    Name:  Paula Cludray-Engelke
                                                                    Title:  Secretary


Midwestern United Life Insurance Company                   By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


Security Life of Denver Insurance Company                  By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title: Vice President and Treasurer


Security Life Assignment Corporation                       By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


UC Mortgage Corp                                           By:      /s/  Boyd Combs
                                                                    -------------------------------------
                                                                    Name:  Boyd Combs
                                                                    Title:


                                       9
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


ING Brokers Network, LLC (fka ING                          By:      /s/  Miles Z. Gordon
Advisors Network, Inc.)                                             -------------------------------------
                                                                    Name:  Miles Z. Gordon
                                                                    Title:  Director


ING Insurance Agency, Inc.                                 By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Chief Executive Officer


IFG Advisory Services, Inc. (aka Associated                By:      /s/  Glenn Black
                                                                    -------------------------------------
Financial Planners, Inc.)                                           Name:  Glenn Black
                                                                    Title:  Vice President, Taxation



Carnegie Financial Corporation                             By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


Carnegie Securities Corporation                            By:      /s/  E. Pual Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


Compulife Agency, Inc.                                     By:      /s/  E. Pual Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


Compulife, Inc.                                            By:      /s/  Boyd Combs
                                                                    -------------------------------------
                                                                    Name:  Boyd Combs
                                                                    Title:


Compulife Investor Services, Inc.                          By:      /s/  Joesph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


IFG Advisory, Inc.                                         By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


IFG Agency, Inc.                                           By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


                                       10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


IFG Agency of Ohio, Inc.                                   By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


IFG Brokerage Corp.                                        By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


IFG Insurance Agency of Massachusetts, Inc.                By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


IFG Insurance Services, Inc.                               By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


IFG Insurance Services of Alabama, Inc.                    By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


IFG Network, Inc.                                          By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


IFG Network Securities, LLC                                By:      /s/  Glenn Black
                                                                    -------------------------------------
                                                                    Name:  Glenn Black
                                                                    Title:  Vice President and Tax Officer


IFG Services, Inc.                                         By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


                                       11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


Investors Financial Group, LLC                             By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


Investors Financial Planning, Inc.                         By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


National Alliance for Independent Portfolio                By:      /s/  E. Paul Stewart
Managers, Inc.                                                      -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


Pennington, Bass & Associates, Inc.                        By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


Planned Investments, Inc.                                  By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


Planned Investment Resources, Inc.                         By:      /s/  E. Paul Stewart
                                                                    -------------------------------------
                                                                    Name:  E. Paul Stewart
                                                                    Title:  Treasurer


MFSC Insurance Agency of California, Inc.                  By:      /s/  Douglas G. Temple-Trujillo
                                                                    -------------------------------------
                                                                    Name:  Douglas G. Temple-Trujillo
                                                                    Title:  Director


MFSC Insurance Agency of Massachusetts, Inc.               By:      /s/  Boyd Combs
                                                                    -------------------------------------
                                                                    Name:  Boyd Combs
                                                                    Title:


MFSC Insurance Agency of Nevada, Inc.                      By:      /s/  Douglas G. Temple-Trujillo
                                                                    -------------------------------------
                                                                    Name:  Douglas G. Temple-Trujillo
                                                                    Title:  Director


                                       12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


MFSC Insurance Agency of Ohio, Inc.                        By:      /s/  Douglas G. Temple-Trujillo
                                                                    -------------------------------------
                                                                    Name:  Douglas G. Temple-Trujillo
                                                                    Title:  Director


MFSC Insurance Agency of Texas, Inc.                       By:      /s/  Boyd Combs
                                                                    -------------------------------------
                                                                    Name:  Boyd Combs
                                                                    Title:


Multi-Financial Group, Inc.                                By:      /s/  Douglas G. Temple-Trujillo
                                                                    -------------------------------------
                                                                    Name:  Douglas G. Temple-Trujillo
                                                                    Title:  Director


Multi-Financial Securities Corporation                     By:      /s/  Douglas G. Temple-Trujillo
                                                                    -------------------------------------
                                                                    Name: Douglas G. Temple-Trujillo
                                                                    Title:  Director


PMG Agency, Inc.                                           By:      /s/  Luke F. Baum
                                                                    -------------------------------------
                                                                    Name:  Luke F. Baum
                                                                    Title:  Vice President


VESTAX Capital Corporation                                 By:      /s/  Valerie G. Brown
                                                                    -------------------------------------
                                                                    Name:  Valerie G. Brown
                                                                    Title:  Director


VESTAX Securities Corporation                              By:      /s/  Luke F. Baum
                                                                    -------------------------------------
                                                                    Name:  Luke F. Baum
                                                                    Title:  Vice President, Chief Operating Officer and SROP


VTX Agency, Inc.                                           By:      /s/  R. Jack Conley
                                                                    -------------------------------------
                                                                    Name:  R. Jack Conley
                                                                    Title:  Vice President, Secretary and Treasurer


VTX Agency of Massachusetts, Inc.                          By:      /s/  R. Jack Conley
                                                                    -------------------------------------
                                                                    Name:  R. Jack Conley
                                                                    Title:  Vice President, Secretary and Treasurer


                                       13
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


VTX Agency of Michigan, Inc.                               By:      /s/  R. Jack Conley
                                                                    -------------------------------------
                                                                    Name:  R. Jack Conley
                                                                    Title:  Vice President, Secretary and Treasurer


VTX Agency of Texas, Inc.                                  By:      /s/  Luke F. Baum
                                                                    -------------------------------------
                                                                    Name:  Luke F. Baum
                                                                    Title:  President, Secretary and Treasurer


ING Payroll Management, Inc.                               By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title: Treasurer


Directed Services, Inc.                                    By:      /s/  Ann Marie Lynch
                                                                    -------------------------------------
                                                                    Name:  Ann Marie Lynch
                                                                    Title:  Vice President


Equitable of Iowa Companies, Inc.                          By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


ING Funds Distributor, Inc. (fka ING Pilgrim               By:      /s/  Lydia L. Homer
Securities, Inc.; fka Pilgrim Securities, Inc.)                     -------------------------------------
                                                                    Name:   Lydia L. Homer
                                                                    Title:  Senior Vice President and Controller


Locust Street Securities, Inc.                             By:      /s/  Jacqueline C. Conley
                                                                    -------------------------------------
                                                                    Name:  Jacqueline C. Conley
                                                                    Title:  Vice President, Compliance


LSSI, Inc.                                                 By:      /s/  Jacqueline C. Conley
                                                                    -------------------------------------
                                                                    Name:  Jacqueline C. Conley
                                                                    Title:  Secretary


LSSI Massachusetts Insurance Agency, Inc.                  By:      /s/  Karl Lindberg
                                                                    -------------------------------------
                                                                    Name:  Karl Lindberg
                                                                    Title:   President and Secretary


                                       14
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


LSSI North Carolina, Inc.                                  By:      /s/  Karl Lindberg
                                                                    -------------------------------------
                                                                    Name:  Karl Lindberg
                                                                    Title:  President and Secretary


LSSI Nevada, Inc.                                          By:      /s/  Jacqueline C. Conley
                                                                    -------------------------------------
                                                                    Name:  Jacqueline C. Conley
                                                                    Title:  Secretary


LSSI Ohio Agency, Inc.                                     By:      /s/  Karl S. Lindberg
                                                                    -------------------------------------
                                                                    Name:  Karl S. Lindberg
                                                                    Title:  Vice President and Secretary


LSSI Texas, Inc.                                           By:      /s/  Jacqueline C. Conley
                                                                    -------------------------------------
                                                                    Name:  Jacqueline C. Conley
                                                                    Title:  Secretary


ReliaStar Financial Corp.                                  By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


Bancwest Insurance Agency, Inc.                            By:      /s/  Paula Cludray-Engelke
                                                                    -------------------------------------
                                                                    Name:  Paula Cludray-Engelke
                                                                    Title:  Assistant Secretary


Washington Square Securities, Inc.                         By:      /s/  Joseph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


Washington Square Insurance Agency, Inc. (MA)              By:      /s/  Joseph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


Washington Square Insurance Agency, Inc. (TX)              By:      /s/  Joseph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


                                       15
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


Washington Square Insurance Agency, Inc. (NM)              By:      /s/  Joseph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


Washington Square Insurance Agency, Inc. (OH)              By:      /s/  Joseph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


PrimeVest Financial Services, Inc.                         By:      /s/  Joseph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


PrimeVest Insurance Agency of Alabama, Inc.                By:      /s/  Kevin P. Mass
                                                                    -------------------------------------
                                                                    Name:  Kevin P. Maas
                                                                    Title:  Secretary


PrimeVest Insurance Agency of New Mexico, Inc.             By:      /s/  Kevin P. Mass
                                                                    -------------------------------------
                                                                    Name:  Kevin P. Maas
                                                                    Title:  Secretary


PrimeVest Insurance Agency of Ohio, Inc.                   By:      /s/  Kevin P. Mass
                                                                    -------------------------------------
                                                                    Name:  Kevin P. Maas
                                                                    Title:  Secretary


PrimeVest Insurance Agency of Oklahoma, Inc.               By:      /s/  Kevin P. Mass
                                                                    -------------------------------------
                                                                    Name:  Kevin P. Maas
                                                                    Title:  Secretary


PrimeVest Insurance Agency of Texas, Inc.                  By:      /s/  LeAnn Rummel McCool
                                                                    -------------------------------------
                                                                    Name:  LeAnn Rummel McCool
                                                                    Title:  Sole Director and President, Secretary and
                                                                       Treasurer


                                       16
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


Branson Insurance Agency, Inc.                             By:      /s/  Kevin P. Mass
                                                                    -------------------------------------
                                                                    Name:  Kevin P. Maas
                                                                    Title:  Secretary


Express America TC, Inc.                                   By:      /s/  Lydia L. Homer
                                                                    -------------------------------------
                                                                    Name:  Lydia L. Homer
                                                                    Title:  Senior Vice President and Controller


EAMC Liquidation Corp.                                     By:      /s/  Lydia L. Homer
                                                                    -------------------------------------
                                                                    Name:  Lydia L. Homer
                                                                    Title:  Senior Vice President and Controller


Granite Investment Services, Inc.                          By:      /s/  Joseph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


ReliaStar Investment Research, Inc.                        By:      /s/  Joseph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


ReliaStar Payroll Agent, Inc.                              By:      /s/  Paula Cludray-Engelke
                                                                    -------------------------------------
                                                                    Name:  Paula Cludray-Engelke
                                                                    Title:  Secretary


ING Capital Corporation, LLC (fka ING Pilgrim Capital      By:      /s/  Lydia L. Homer
Corporation; fka Pilgrim Capital Corporation; fka                   -------------------------------------
Pilgrim Holdings Corporation)                                       Name:  Lydia L. Homer
                                                                    Title:  Senior Vice President and Controller

ING Pilgrim Funding, Inc. (fka Pilgrim Funding, Inc.)      By:      /s/  Lydia L. Homer
                                                                    -------------------------------------
                                                                    Name:   Lydia L. Homer
                                                                    Title:  Senior Vice President and Controller


ING Funds Services, LLC (fka ING Pilgrim Group,            By:      /s/  Lydia L. Homer
LLC; fka Pilgrim Group, LLC)                                        -------------------------------------
                                                                    Name:  Lydia L. Homer
                                                                    Title:  Senior Vice President and Controller


                                       17
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


ING Investments, LLC (fka ING Pilgrim Investments, LLC;    By:      /s/  Lydia L. Homer
fka Pilgrim Investments, Inc.)                                      -------------------------------------
                                                                    Name:   Lydia L. Homer
                                                                    Title:  Senior Vice President and Controller

ING Re Underwriters, Inc. (fka ReliaStar Managing          By:      /s/  Paula Cludray-Engelke
Underwriters, Inc.)                                                 -------------------------------------
                                                                    Name:  Paula Cludray-Engelke
                                                                    Title:  Secretary

ING National Trust (fka ReliaStar National Trust Company)  By:      /s/  Robert J. Scalise
                                                                    -------------------------------------
                                                                    Name:  Robert J. Scalise
                                                                    Title:  Assistant Vice President, Finance


Northeastern Corporation                                   By:      /s/  Boyd Combs
                                                                    -------------------------------------
                                                                    Name:  Boyd Combs
                                                                    Title:


Successful Money Management Seminars, Inc.                 By:      /s/  Duane Pfaff
                                                                    -------------------------------------
                                                                    Name:  Duane Pfaff
                                                                    Title:  Vice President


Financial Northeastern Corporation                         By:      /s/  Paula Cludray-Engelke
                                                                    -------------------------------------
                                                                    Name:   Paula Cludray-Engelke
                                                                    Title:  Secretary


FNC Insurance Services, Inc.                               By:      /s/  Jeffrey P. Zage
                                                                    -------------------------------------
                                                                    Name:  Jeffrey P. Zage
                                                                    Title:  Secretary


Financial Northeastern Securities, Inc.                    By:      /s/  Joseph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title: Tax Officer


Guaranty Brokerage Services, Inc. (fka Split Rock          By:      /s/  Joseph J. Elmy
Financial, Inc.; fka Bisys Brokerage Services, Inc.)                -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


                                       18
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


Bancwest Investment Services, Inc.                         By:      /s/  Joseph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


Washington Square Insurance Agency, Inc. (AL)              By:      /s/  Joseph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


Lexington Funds Distributor, Inc.                          By:      /s/  Lydia L. Homer
                                                                    -------------------------------------
                                                                    Name:  Lydia L. Homer
                                                                    Title:  Senior Vice President and Controller


ING Advisors, Inc. (fka ING Pilgrim Advisors; fka ING      By:      /s/  Lydia L. Homer
Lexington Management Corporation)                                   -------------------------------------
                                                                    Name:   Lydia L. Homer
                                                                    Title:  Senior Vice President and Controller


Lion Connecticut Holdings Inc.                             By:      /s/  Joseph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Vice President and Tax Officer


Aetna Financial Services, Inc.                             By:      /s/  Paula Cludray-Engelke
                                                                    -------------------------------------
                                                                    Name:  Paula Cludray-Engelke
                                                                    Title:  Secretary


ING Insurance Services Holding Company, Inc. (fka Aetna    By:      /s/  Joseph J. Elmy
Insurance Agency Holding Co., Inc.)                                 -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


ING Insurance Services, Inc. (fka Aetna Insurance          By:      /s/  Joseph J. Elmy
Agency, Inc.)                                                       -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


ING Insurance Services of Alabama, Inc. (fka Aetna         By:      /s/  Joseph J. Elmy
Insurance Agency of Alabama, Inc.)                                  -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


                                       19
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


ING Insurance Services of Massachusetts, Inc. (fka Aetna   By:      /s/  Joseph J. Elmy
Insurance Agency of Massachusetts, Inc.)                            -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title: Tax Officer


Aetna Insurance Agency of Ohio, Inc.                       By:      /s/  Boyd Combs
                                                                    -------------------------------------
                                                                    Name:  Boyd Combs
                                                                    Title:


ING Retail Holding Company, Inc. (fka Aetna Retail         By:      /s/  Joseph J. Elmy
Holding Company, Inc.)                                              -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


ING Retirement Services, Inc. (fka Aetna Retirement        By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


ING Retirement Holdings, Inc. (fka Aetna Retirement        By:      /s/  David Pendergrass
Holdings, Inc.)                                                     -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Senior Vice President and Treasurer


ING Insurance Services Holding Company, Inc. (fka Aetna    By:      /s/  Joseph J. Elmy
Service Holding Company, Inc.                                       -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


Systematized Benefits Administrators, Inc.                 By:      /s/  Joseph J. Elmy
                                                                    -------------------------------------
                                                                    Name:  Joseph J. Elmy
                                                                    Title:  Tax Officer


FNI International, Inc.                                    By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Corporate Secretary


Financial Network Investment Corporation                   By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Corporate Secretary


                                       20
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


FN Insurance Services, Inc.                                By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Executive Vice President and Secretary


FN Insurance Agency of Massachusetts, Inc.                 By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Secretary


FN Insurance Agency of New  Jersey, Inc.                   By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name: John S. Simmers
                                                                    Title:  Corporate Secretary


FN Insurance Services of Nevada, Inc.                      By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Secretary


FN Insurance Services of Alabama, Inc.                     By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Secretary


FN Insurance Agency of Kansas, Inc.                        By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Corporate Secretary


ING International Insurance Holdings, Inc. (fka Aetna      By:      /s/  Lena A. Rabbitt
                                                                    -------------------------------------
International, Inc.)                                                Name: Lena A. Rabbitt
                                                                    Title:  Assistant Secretary


ING International Nominee Holdings, Inc. (fka AE Five,     By:      /s/  Lena A. Rabbitt
Incorporated)                                                       -------------------------------------
                                                                    Name: Lena A. Rabbitt
                                                                    Title:  Assistant Secretary


ALICA Holdings, Inc.                                       By:      /s/  David Pendergrass
                                                                    -------------------------------------
                                                                    Name:  David Pendergrass
                                                                    Title:  Vice President and Treasurer


                                       21
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


Aetna Capital Holdings, Inc.                               By:      /s/  Scott Burton
                                                                    -------------------------------------
                                                                    Name  Scott Burton
                                                                    Title:  Assistant Secretary


Aetna International Fund Management, Inc.                  By:      /s/  Scott Burton
                                                                    -------------------------------------
                                                                    Name  Scott Burton
                                                                    Title:  Assistant Secretary


Financial Network Investment Corporation of Hawaii         By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Secretary


Financial Network Investment Corporation of Hilo, Inc.     By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Corporate Secretary


Financial Network Investment Corporation Of Honolulu       By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Corporate Secretary


Financial Network Investment Corporation of Kauai, Inc.    By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Corporate Secretary


Financial Network Investment Corporation of Puerto Rico,   By:      /s/  John S. Simmers
Inc.                                                                -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Corporate Secretary


FN Insurance Services of HI, Inc.                          By:      /s/  John S. Simmers
                                                                    -------------------------------------
                                                                    Name:  John S. Simmers
                                                                    Title:  Vice President and Corporate Secretary


ReliaStar Life Insurance Company                           By:      /s/  Paula Cludray-Engelke
                                                                    -------------------------------------
                                                                    Name:  Paula Cludray-Engelke
                                                                    Title:  Secretary


                                       22
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>


Northern Life Insurance Company                            By:      /s/  Paula Cludray-Engelke
                                                                    -------------------------------------
                                                                    Name:  Paula Cludray-Engelke
                                                                    Title:  Secretary


Security-Connecticut Life Insurance Company                By:      /s/  Paula Cludray-Engelke
                                                                    -------------------------------------
                                                                    Name:  Paula Cludray-Engelke
                                                                    Title:  Secretary


ING Life Insurance and Annuity Company                     By:      /s/  Paula Cludray-Engelke
                                                                    -------------------------------------
                                                                    Name:  Paula Cludray-Engelke
                                                                    Title: Secretary


ING Insurance Company of America                           By:      /s/  Paula Cludray-Engelke
                                                                    -------------------------------------
                                                                    Name:  Paula Cludray-Engelke
                                                                    Title:  Secretary


Equitable Life Insurance Company of Iowa                   By:      /s/  Paula Cludray-Engelke
                                                                    -------------------------------------
                                                                    Name:  Paula Cludray-Engelke
                                                                    Title:  Secretary


USG Annuity & Life Company                                 By:      /s/  Paula Cludray-Engelke
                                                                    -------------------------------------
                                                                    Name:  Paula Cludray-Engelke
                                                                    Title:  Secretary


Golden American Life Insurance Company                     By:      /s/  Paula Cludray-Engelke
                                                                    -------------------------------------
                                                                    Name:  Paula Cludray-Engelke
                                                                    Title:  Secretary



                                       23
</TABLE>