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                              TAX SHARING AGREEMENT


THIS AGREEMENT is entered into by and between ING Life Insurance and Annuity
Company (formerly known as Aetna Life Insurance and Annuity Company) ("ILIAC")
and ING Insurance Company of America, Inc. (formerly known as Aetna Insurance
Company of America, Inc.) ("Subsidiary").

                                   WITNESSETH:

WHEREAS, ILIAC and the Subsidiary are members of an affiliated group, as that
term is defined in Section 1504 of the Internal Revenue Code of 1986, as amended
(the "Code"), which expects to file a consolidated federal income tax return for
each taxable year during which the Subsidiary are includible corporations
qualified to so file; and

WHEREAS, it is desirable for the Subsidiary and ILIAC to enter into this Tax
Sharing Agreement ("Agreement") to provide for the manner of computation of the
amounts and timing of payments with regard thereto by ILIAC to the Subsidiary
and by the Subsidiary to ILIAC, 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. AMOUNT OF PAYMENTS

     a.   GENERAL - For each taxable year during which the Subsidiary is
          included in a consolidated federal income tax return with ILIAC, the
          Subsidiary will pay to ILIAC an amount equal to the regular federal
          income tax liability (including any interest, penalties and other
          additions to tax) that the Subsidiary would pay on its taxable income
          if it were filing a separate, unconsolidated return, provided that (i)
          Tax Assets (as defined herein) will be treated in accordance with
          subsection (b) of this section, (ii) intercompany transactions will be
          treated in accordance with income tax regulations governing
          intercompany transactions in consolidated returns and subject to any
          election which may be made by ILIAC with regard thereto; (iii) the
          Subsidiary's payment will be increased to the extent that such
          Subsidiary generates Other Taxes, as determined in accordance with
          subsection (d) of this section; (iv) such computation will be made as
          though the highest rate of tax specified in subsection (b) of Section
          11 of the Code were the only rate set forth in that subsection, and
          (v) such computation shall reflect the positions, elections and
          accounting methods used by ILIAC in preparing the consolidated federal
          income tax return for ILIAC and its Subsidiary.

     b.   TAX ASSETS - "Tax Asset" shall mean any net operating loss, net
          capital loss, investment tax credit, foreign tax credit, charitable
          deduction, dividends received deduction or any other deduction, credit
          or tax attribute which could reduce taxes. Except as provided in
          subsection (c) of this section, for each taxable year during



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          which a Subsidiary is included in a consolidated federal income tax
          return with ILIAC, ILIAC will pay to the Subsidiary an amount equal to
          the tax benefit of the Subsidiary's Tax Assets generated in such year.
          The valuation of the tax benefit attributable to a Subsidiary's Tax
          Assets shall be made by ILIAC, and shall be determined without regard
          to whether such Tax Assets are actually utilized in the reduction of
          the consolidated federal income tax liability for any consolidated
          taxable year.

     c.   SEPARATE RETURN YEARS - To the extent any portion of a Tax Asset of
          the affiliated group is carried back to a pre-consolidation separate
          return year of the Subsidiary (whether by operation of law or at the
          discretion of ILIAC) the Subsidiary shall not be entitled to payment
          from ILIAC with respect thereto. This shall be the case whether or not
          that Subsidiary actually receives payment for the benefit of such Tax
          Asset from the Internal Revenue Service ("IRS") or from the parent of
          a former affiliated group.

     d.   OTHER TAXES - For any taxable year in which the affiliated group
          incurs taxes (other than the alternative minimum tax) such as ITC
          recapture, environmental tax, etc. ("Other Taxes"), such taxes, to the
          extent directly allocable to particular members of the affiliated
          group, will be paid by such members. To the extent such taxes are not
          directly allocable to particular members of the affiliated group, such
          taxes will be paid by ILIAC and/or the Subsidiary producing the
          attributes that give rise to such taxes, in the proportion that such
          attributes bear to the total amount of such attributes.

     e.   ALTERNATIVE MINIMUM TAX ("AMT") AND RELATED MINIMUM TAX CREDIT
          ("MTC")- For any taxable year in which the affiliated group incurs an
          AMT or utilizes a MTC, the Subsidiary producing the attributes that
          give rise to the AMT or MTC shall pay to, or receive from, ILIAC such
          AMT or MTC amount respectively. The calculation of the AMT or MTC
          shall be subject to a methodology determined by ILIAC in its sole
          discretion, provided, however, that any method adopted by ILIAC shall
          not be changed without prior notification to all affected Subsidiary.
          Any payments required under this subsection are in addition to
          payments required under the previous subsections.

     f.   Unless specifically approved in writing, all payments made pursuant to
          this Agreement by the Subsidiary shall be made by the Subsidiary, and
          not by any other company or business unit on behalf of the Subsidiary.

2. INSTALLMENT PAYMENTS

     a.   DETERMINATION AND TIMING - During and following a taxable year in
          which the Subsidiary is included in a consolidated federal income tax
          return with ILIAC, it shall pay to ILIAC, or receive from ILIAC, as
          the case may be, installment payments of the amount determined
          pursuant to section 1 of this Agreement. Payments shall take place on
          the dates, on the bases of calculations, and in amounts that produce
          cumulative installments, as follows:

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<Table>
<Caption>
DATE                           BASIS OF CALCULATION                          CUMULATIVE INSTALLMENT
<S>                            <C>                                           <C>
April 15                       Prior year annual financial statement         25% of tax liability as determined in prior
                                                                             year financial statements results updated for
                                                                             known adjustments

June 15                        March 31 three month financial statement      50% of tax liability as determined by current
                                                                             financial statement annualized results

September 15                   June 30 six month financial statement         75% of tax liability as determined by current
                                                                             financial statement annualized results

December 15                    September 30 nine month financial             100% of tax liability as determined by
                               statement                                     current financial statement annualized results

March 15                       Year-end annual financial statement           100% of tax liability as determined by actual
                                                                             financial statements results for prior year
                                                                             updated for known adjustments

Not earlier than               Final tax return                              100% of tax liability for prior year
September 15 of the
following year
</Table>


          The due dates, basis of calculation and cumulative installments set
          forth above and made during a taxable year are intended to correspond
          to the applicable percentages as set forth in Section
          6655(e)(2)(B)(ii) of the Code. Should the Code be amended to alter
          such provisions, it is hereby agreed by the parties to this Agreement
          that the provisions will correspondingly change. ILIAC 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 Subsidiary.

     b.   ESTIMATED TAXES AND OTHER AMOUNTS - ILIAC shall pay required
          installments of federal estimated taxes pursuant to Code section 6655,
          and such other amounts with respect to taxes shown on the consolidated
          return for the taxable year pursuant to any other applicable provision
          of the Code ("tax payment"), to the IRS on behalf of itself and the
          Subsidiary. ILIAC shall have the sole right to determine the amount of
          each such tax payment with respect to the affiliated group's tax
          liability for the taxable year.

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     c.   ADDITIONAL PAYMENTS BY SUBSIDIARY - Should the amount of any tax
          payment made by ILIAC under this section exceed the sum of installment
          payments made by it and the Subsidiary for any corresponding
          installment date pursuant to section 2 of this Agreement, ILIAC may,
          in its sole discretion, determine the Subsidiary's fair and reasonable
          share of that excess, and notify the Subsidiary thereof and such
          amount shall be paid over to ILIAC within 15 business days of the date
          of notification by ILIAC. Should ILIAC make any tax payment to the IRS
          on a date that does not correspond to the installment dates pursuant
          to section 2, the Subsidiary will pay over to ILIAC an amount which
          ILIAC may in its sole discretion, determine to be due from the
          Subsidiary.

     d.   PENALTY IN ADDITION TO TAX - If a penalty or an addition to tax for
          underpayment of estimated taxes is imposed on the affiliated group
          with respect to any required installment under section 6655 of the
          Code, ILIAC shall, in its sole discretion, determine the amount of the
          Subsidiary's share of such penalty or addition to tax, which amount
          shall be paid over to ILIAC within 15 business days of the date of
          notification by ILIAC.

3.   ADJUSTED RETURNS - If any adjustments are made to the income, gains,
     losses, deductions or credits of the affiliated group for a taxable year
     during which the Subsidiary is a member, 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 by the IRS, the amounts due
     under this Agreement for such taxable year shall be redetermined by 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 the Subsidiary to ILIAC or by ILIAC to the
     Subsidiary, 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 Subsidiary is
     notified of the deficiency. Any amounts due to or from a Subsidiary under
     this section shall be determined with respect to such refund or deficiency
     and any penalties, interest or other additions to tax which may be imposed.
     ILIAC shall indemnify the Subsidiary in the event the Internal Revenue
     Service 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 federal income tax return filed pursuant to this Agreement.

4.   PROCEDURAL MATTERS - ILIAC shall prepare and file the consolidated federal
     income tax return and any other returns, documents or statements required
     to be filed with the IRS with respect to the determination of the federal
     income tax liability of the affiliated group. In its sole discretion, ILIAC
     shall have the right with respect to any consolidated federal income tax
     returns 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
     the Subsidiary, (b) to contest, compromise or settle

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     any adjustment or deficiency proposed, asserted or assessed as a result of
     any audit of such returns by the IRS, (c) to file, prosecute, compromise or
     settle any claim for refund and (d) to determine whether any refunds to
     which the affiliated group may be entitled shall be paid by way of refund
     or credited against the tax liability of the affiliated group. The
     Subsidiary hereby irrevocably appoints ILIAC as its agent and
     attorney-in-fact to take such action (including the execution of documents)
     as ILIAC may deem appropriate to effect the foregoing.

5.   ADDITIONAL MEMBERS - If future subsidiaries are acquired or created and
     they participate in the consolidated federal income tax filing, such
     subsidiary shall join in and be bound by this Agreement. This section will
     also apply to subsidiaries that are not eligible immediately to join the
     affiliated group, when they become eligible to join the affiliated group.

6.   COMPANIES LEAV ING ILIAC GROUP - Except as specifically treated to the
     contrary herein, the Subsidiary shall be treated as having withdrawn from
     this Agreement when the Subsidiary ceases to be a member of the affiliated
     group, or upon signing a letter of intent or a definitive agreement to sell
     the Subsidiary. Notwithstanding any provision to the contrary in section 2
     hereof, amounts payable to or receivable from ILIAC shall be recomputed
     with respect to the Subsidiary, including an estimate of the remaining
     taxes actually payable or receivable upon the filing of the consolidated
     tax return for the year of withdrawal, as of the last day the Subsidiary is
     a member of the affiliated group. Any amounts so computed as due to or from
     ILIAC to or from the Subsidiary shall be paid prior to its leaving the
     group, provided, however, 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 ILIAC related to the tax liability of the Subsidiary 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, in accordance with section 2
     of this Agreement.

     The extent to which ILIAC or the Subsidiary is entitled to any other
     payments as a result of adjustments, as provided in section 3 hereof,
     determined after the Subsidiary has left the affiliated group but affecting
     any taxable year during which this Agreement was in effect with respect to
     ILIAC and the Subsidiary, shall be provided for pursuant to a separate
     written agreement between ILIAC and the Subsidiary, or its new owner, or in
     the absence of such agreement, pursuant to the provision of section 3
     hereof. Tax benefits arising from the Tax Assets of the Subsidiary carried
     back to tax years during which the Subsidiary was a member of the
     affiliated group shall not be refunded to the Subsidiary, unless
     specifically provided for pursuant to a separate written agreement between
     ILIAC and the Subsidiary, or its new owner.

     In the case of any Tax Asset of a Subsidiary (i) that arose in a
     consolidated taxable year during which it was a member of the affiliated
     group, (ii) for which the Subsidiary was paid by ILIAC pursuant to Section
     1(b) of this Agreement, and (iii) which has not been utilized in the
     reduction of the consolidated federal income tax liability of the
     affiliated group for any consolidated taxable period ending on or before
     the date that the Subsidiary

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     leaves the group, the Subsidiary shall repay to ILIAC prior to the time it
     leaves the group the amount of the tax benefit previously received with
     respect to the Tax Asset.

7.   BOOKS AND RECORDS - The books, accounts and records of ILIAC and the
     Subsidiary 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 consolidated federal income tax return shall be
     made available to ILIAC and/or the Subsidiary during regular business
     hours. Records will be retained by ILIAC and by the Subsidiary, in a manner
     satisfactory to ILIAC, adequate to comply with any audit request by the IRS
     or appropriate State taxing authority, and, in any event to comply with any
     record retention agreement entered into by ILIAC or the Subsidiary with
     such taxing authority.

8.   EARNINGS AND PROFITS - The earnings and profits of ILIAC and the Subsidiary
     shall be determined during the period in which they are members of the
     affiliated group filing a consolidated tax return by allocating the
     consolidated tax liability in accordance with Income Tax Regulations
     Sections 1.1552-1(a)(2) and 1.1502-33(d)(3).

9.   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.

10.  TERMINATION - This Agreement shall be terminated if ILIAC and the
     Subsidiary agree in writing to such termination or if the affiliated group
     fails to file a consolidated federal income tax return for any taxable
     year.

11.  ADMINISTRATION - This Agreement shall be administered by the Vice President
     of Taxes of ILIAC or, in his/her absence, by any other officer of ILIAC so
     designated by the Controller of ILIAC. Disputes between ILIAC and the
     Subsidiary shall be resolved by the Vice President of Taxes of ILIAC or
     other designated officer and the senior financial officer of each
     Subsidiary involved in the dispute.

12.  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 ILIAC and the 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 3 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 10 hereof.


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




ING Life Insurance and                         By /s/ Paula Culdray-Engelke
Annuity Company                                   ------------------------------
                                                   Title: SECRETARY




ING Insurance Company of                       By /s/ Paula Culdray-Engelke
America, Inc.                                     ------------------------------
                                                   Title: SECRETARY