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                                                                  EXHIBIT 3.(ii)

                         AMENDED AND RESTATED BYLAWS OF

                     ING LIFE INSURANCE AND ANNUITY COMPANY
                           (Effective January 1, 2005)

                                    ARTICLE I

                                    LOCATION

       SECTION 1. The principal office of ING Life Insurance and Annuity Company
("ILIAC" or the "Company") shall be in the City of Hartford, County of Hartford,
State of Connecticut. The Company may establish and maintain such other office
or offices, within or without the State of Connecticut, as the Board of
Directors ("Board") may authorize or the business of the Company may require.

                                   ARTICLE II

       SECTION 1. TIME AND PLACE OF MEETINGS. All meetings of the shareholders
of the Company may be held at such time and place, within or without the State
of Connecticut, as fixed by the Board, or as designated in the notice of
meeting, provided that any or all shareholders may participate in such meeting
by means of conference telephone, video conference, or similar telephonic
communications by means of which all persons participating in the meeting can
simultaneously hear each other. A shareholder participating in a meeting by this
means shall be considered to be present at the meeting.

       SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall
be held each year at a time and place designated by the Board. Annual meetings
may be called by the Board or by any officer of the Company instructed by the
Board to call the meeting. At the annual meeting, the shareholders shall elect
Directors, and may elect a Chairman of the Board ("Chairman"), to serve until
the next annual meeting or until their successors shall be elected and
qualified, whichever is later. Any other proper business may also be transacted
at the annual meeting

       SECTION 3. SPECIAL MEETINGS. Special meetings of shareholders may be
called at any time by the Chairman, the Board acting upon majority vote, the
President or Secretary of the Company. A special meeting of shareholders shall
also be called by the Secretary upon the written request of shareholders who
together own of record a majority of the outstanding shares of each class of
stock entitled to vote at such meeting, which written request shall state the
purpose for the meeting. No business other than that specified in the notice of
meeting shall be transacted at a special meeting of the shareholders.

       SECTION 4. NOTICE OF MEETING. A written notice, in either paper or
electronic format, stating the time and place of any meeting of shareholders,
and in the case of a special meeting the purpose of the meeting, shall be mailed
or delivered to each shareholder entitled to vote at the meeting, as required by
law. Shareholders may waive notice of any meeting, and the presence of a
shareholder at any meeting, in person or represented by proxy, shall constitute
a waiver of notice of such meeting.

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       SECTION 5. ORGANIZATION. Meetings of shareholders shall be presided over
by the Chairman, or in his absence by the President, or if in his absence by a
Vice-President, or in the absence of all of the foregoing persons, a person
designated by the Board. The Secretary shall act as the secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

       SECTION 6. ADJOURNMENTS. Any meeting of shareholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such reconvened meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. Any
business which might have been transacted at the original meeting, can be
transacted at the reconvened meeting. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
reconvened meeting, a notice of the reconvened meeting shall be given to each
shareholder of record entitled to vote at the meeting.

       SECTION 7. QUORUM. Except as otherwise provided by law or these by-laws,
a quorum at any meeting of the shareholders shall consist of the number of
shareholders holding a majority of the shares of each class of outstanding
voting stock, present in person or represented by proxy. For purposes of the
foregoing, two or more classes or series of stock shall be considered a single
class if holders thereof are entitled to vote together as a single class at the
meeting.

       SECTION 8. VOTING AND PROXIES. At all meetings of the shareholders, each
shareholder may cast one vote in person or by proxy for each share held. All
proxies must be in writing and signed by the shareholder or by his duly
authorized attorney-in-fact. All proxies shall be filed with the Secretary of
the Company and recorded as part of the minutes of the shareholders meetings.

       SECTION 9. DETERMINATION OF SHAREHOLDERS OF RECORD. The Company shall
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders, or to express consent to an action without a meeting, or to
receive payment of any dividend or other distribution or allotment of rights, or
to exercise any shareholder rights, as follows: (i) the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next preceding the day
on which notice is given, or if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (ii) the record
date for determining shareholders entitled to express consent to an action in
writing without a meeting shall be the day on which the written consent is
signed by the shareholder; and (iii) the record date for determining
shareholders for any other purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto.

       SECTION 10. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice or vote, if all shareholders consent in writing to
the action. Written actions must describe the action taken, bear the signature
of each of the shareholders, and be delivered to the Secretary to be filed in
the Company's records. The written action shall be effective on the date the
last of the shareholders has approved the action unless a different date is
specified.

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                                   ARTICLE III

                               BOARD OF DIRECTORS

       SECTION 1. GENERAL POWERS. The affairs, property and business of the
Company shall be managed by the Board.

       SECTION 2. NUMBER, TERM, AND QUALIFICATIONS OF DIRECTORS. The Board shall
consist of not less than five (5) nor more than fifteen (15) persons elected by
the shareholders at the annual meeting of the shareholders. The number of
directors may be increased or decreased by amendment to, or in the manner
provided in, these bylaws or articles of incorporation. The number of directors
to be elected may be determined by a resolution of the shareholders, but in the
absence of such a resolution, there shall be elected the number of directors
that were elected at the previous annual meeting of shareholders. Each Director
shall hold office for the term for which he was elected, until his successor
shall have been elected and qualified, or until his earlier resignation or
removal.

       SECTION 3. RESIGNATION. A Director may resign at any time by providing
written notice to the Board, the Chairman, or the Secretary. If no effective
date is specified in the notice, it will become effective at the time it is
received by the Secretary.

       SECTION 4. REMOVAL. At any meeting of shareholders, any Director or
Directors may be removed from office, with or without cause, by the affirmative
vote of the holders of a majority of the outstanding shares entitled to vote.

       SECTION 5. VACANCIES. Unless otherwise provided in the Articles of
Incorporation or these bylaws, vacancies and any newly created directorships
resulting from any increase in the authorized number of directors may be filled
by the affirmative vote of a majority of the Directors then in office, even if
less than a quorum of the Board. A Director so elected shall be elected for the
unexpired term of his predecessor in office or for the full term of a new
directorship.

       SECTION 6. TIME AND PLACE OF MEETINGS. The Board may hold regular
meetings at such time and place as fixed by the Board from time to time. Special
meetings may also be called by the Chairman, or any other member of the Board,
the President, or the Secretary. Members of the Board may participate in such
meeting by means of conference telephone, video conference, or similar
telephonic communications by means of which all persons participating in the
meeting can simultaneously hear each other. A Director participating in a
meeting by this means is considered to be present at the meeting.

       SECTION 7. NOTICE OF MEETINGS. Notice shall not be required with respect
to any regular meeting called by the Board. With respect to a special meeting
called by the Chairman or any other member of the Board, the President or the
Secretary, written notice, in either paper or electronic format, stating the
time, place and purpose of the meeting shall be mailed or delivered to each
Director not less than twenty-four (24) hours before such meeting. Directors may
waive notice of any meeting, and the presence of a Director at any meeting shall
constitute a waiver of notice of such meeting.

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       SECTION 8. ORGANIZATION. Meetings shall be presided over by the Chairman,
or in his absence by the President, or if in his absence by a Vice-President, or
in the absence of all of the foregoing persons a person designated by the Board.
The Secretary shall act as the secretary of the meeting, but in his absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

       SECTION 9. ADJOURNMENTS. Any meeting may be adjourned from time to time
to reconvene at the same or some other place, and notice need not be given of
any such reconvened meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. Any business which might have been
transacted at the original meeting, can be transacted at the reconvened meeting.

       SECTION 10. QUORUM. Except as otherwise provided by law or these bylaws,
a majority of the entire Board currently holding office shall constitute a
quorum at any meeting of the Board. The act of a majority of the Directors at a
meeting at which a quorum is present shall constitute the act of the Board,
unless the law or these bylaws shall require the vote of a greater number. At
any meeting of the Board where a quorum is not present, the Directors present
shall adjourn the meeting until such time as a quorum shall be present.

       SECTION 11. ACTION BY BOARD OF DIRECTORS WITHOUT MEETING. Any action that
might be taken at a meeting of the Board may be taken without a meeting if done
in writing signed by all of the Directors currently holding office. Written
actions must describe the action taken, bear the signature of each of the
Directors, and be delivered to the Secretary to be filed in the Company's
records. The written action shall be effective on the date the last of the
Directors has approved the action unless a different date is specified.

                                   ARTICLE IV

                             COMMITTEES OF THE BOARD

       SECTION 1. COMMITTEE CREATION. The Board may, in its discretion, appoint
one or more committees consisting of two or more members of the Board. The
duties and responsibilities of each committee so appointed shall be determined
in accordance with customary corporate practice, and as more specifically set
forth in the Board resolution creating such committee and in the charter of such
Committee which must be approved by the Board. Each committee shall have all the
authority of the Board, except as expressly limited by the Board and applicable
law. Committee actions shall be subject to revision or alteration by the Board
provided rights of third parties would not be affected.

       SECTION 2. QUORUM; ALTERNATE MEMBER. A majority of the members of any
Committee appointed by the Board shall constitute a quorum for the transaction
of any business at any meeting of such Committee. The Board may appoint one or
more members of the Board as alternate members of any Committee, who will act in
the place of any absent or disqualified Committee member. Any vacancy occurring
in the membership of the Committee will be filled by any alternate Committee
member previously appointed by the Board, until such time as the Board may
appoint a replacement Committee member who will serve for the remainder of the
vacating member's term. If a committee member is absent from or disqualified
from voting at a Committee meeting and no alternate Committee member has been
appointed by the Board, the

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remaining member or members of the Committee at the meeting, whether or not he
or they constitute a quorum, may unanimously select from the Board a Director to
act at the meeting in place of the absent or disqualified Committee member. The
Board may remove a member of a Committee, with or without cause, whenever in its
judgment such removal would serve the best interests of the Company.

       SECTION 3. COMMITTEE RULES AND OPERATIONS. Unless the Board otherwise
provides, each Committee appointed by the Board may adopt, amend and repeal
rules for the conduct of its business without the approval of the Board, so long
as such rules are not inconsistent with the Board resolution creating such
Committee or with the Committee charter. In the absence of a specific provision
in the Committee charter or the rules of the Committee, each Committee shall
conduct its business in the same manner as the Board conducts its business
pursuant to the relevant provisions of Article III of these bylaws.

       SECTION 4. REPORTS TO THE BOARD. The Secretary of the Company (or such
other officer as the Committee members shall designate) shall keep a written
record of each Committee's proceedings and shall submit a report of the
Committee's activities to the Board as stated in the Board resolution creating
such Committee or as otherwise required by the Board.

                                    ARTICLE V

                                    OFFICERS

       SECTION 1. ELECTION OF OFFICERS. As soon as practicable after the annual
meeting of shareholders, the Board may, at its option, elect from among its
members a Chairman, who shall be designated as the Chairman of the Board and an
elected officer of the Company, but in any event shall elect a President; one or
more Vice Presidents; a Treasurer; a Secretary; and such other officers as the
Board deems necessary and may give them such designations or titles it considers
desirable. The Board may authorize the classification of certain levels of Vice
President and may authorize Assistant Treasurers, Assistant Secretaries, and
other categories it deems proper. The Board of Directors may also elect or, by
resolution, delegate to the President of the Company, the authority to appoint
from time to time one or more business unit Presidents to act as the chief
operating officers of the various business units of the Company. Unless
prohibited by applicable law, the same person may hold two or more offices
simultaneously.

       SECTION 2. TERM OF OFFICE. Elected officers shall hold office until a
successor is elected and qualified, or until his death, resignation, removal or
suspension. Any officer vacancy may be filled prior to the next annual election
by the Board at any regular or special meeting of the Board, or by written Board
action without a meeting. Election as an officer shall not of itself create any
contractual rights or expectation of continued employment.

       The Board may remove an elected officer, with or without cause, whenever
in its judgment such removal would serve the best interests of the Company. Such
removal may be with or without prejudice to the contractual rights of such
officer, if any.

       An officer may resign at any time upon written notice to the Board, the
President or the Secretary of the Company. Such resignation shall take effect at
the time specified therein, and

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unless otherwise specified therein, no acceptance of such resignation shall be
necessary to make it effective. If no time is specified in the written
resignation notice, it shall be effective upon delivery.

       SECTION 3. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. If one is
elected, the Chairman shall preside at all meetings of the Board and shall
perform such other duties and have such other authority as the Board may from
time to time prescribe.

       SECTION 4. POWERS AND DUTIES OF THE PRESIDENT. The President shall have
operational charge and management of the affairs, property and business of the
Company, as well as all duties prescribed by the Board from time to time. The
President shall also be responsible to ensure that all directives and
resolutions of the Board are carried into effect.

       Any business unit President appointed by the President shall be the chief
operating executive for and shall have supervisory authority over the business
unit for which he is appointed. Powers and duties of the business unit
Presidents shall also include, but not be limited to, all of the authority,
powers, and duties usually incident to the office of Vice President.

       SECTION 5. POWERS AND DUTIES OF VICE PRESIDENTS. Vice Presidents shall
have such authority, powers and duties in the management of the Company as
generally pertain to such office, as well as all duties prescribed by the Board
or President from time to time.

       SECTION 6. POWERS AND DUTIES OF THE TREASURER. The Treasurer (and
Assistant Treasurers), except as otherwise required by law, shall have charge
and custody of all funds and securities of the Company under the direction of
the Board; shall deposit all moneys of the company to the credit of the Company
in such depositories as are authorized by the Board; shall see that all
expenditures are duly authorized and evidenced; and perform all other duties
usually incident to the office of Treasurer, as well as all duties prescribed by
the Board or President from time to time.

       SECTION 7. POWERS AND DUTIES OF THE SECRETARY. The Secretary (and
Assistant Secretaries) shall give, or cause to be given, all required notices of
Board and shareholders meetings; attend all Board and shareholders meetings and
record and retain the minutes of such meetings (if the Secretary is absent from
any meeting, the Chairman of the meeting may appoint a temporary secretary to
act at such meeting); have custody of the stock register, minute books, and seal
of the Company; and perform all other duties usually incident to the office of
Secretary, as well as all duties prescribed by the Board from time to time.

                                   ARTICLE VI

                                  CAPITAL STOCK

       All certificates of stock shall be signed by the President or a Vice
President, and the Secretary or an Assistant Secretary of the Company. When a
certificate is signed by a transfer agent or registrar appointed by the Board of
Directors, the signature of any corporate officer and the corporate seal upon
the certificate may be facsimiles, engraved, printed, or digital. The Company
may issue a new certificate of stock to replace one that has been lost, stolen,
or

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destroyed, and may require the owner or the owner's legal representative to
indemnify the Company against any claim that may be made against it on account
of the loss.

                                   ARTICLE VII

        INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHER PERSONNEL

       SECTION 1. RIGHT TO INDEMNIFICATION AND STANDARD OF CONDUCT. To the full
extent permitted by Connecticut law, Title XXXIII, Section 773-778, as amended
from time to time, or by other provisions of applicable law, each person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, wherever brought, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director, officer, fiduciary or employee of the Company, or is or was serving
at the request of the Company as a director, officer, fiduciary, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified by the company against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
if he acted in good faith and in a manner reasonably believed to be in and not
opposed to the best interests of the Company, and with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.

       SECTION 2. AUTHORIZATION. Any indemnification under this Article VII
(unless ordered by a court) shall be made by the Company only as authorized in
the specific case upon a determination that the indemnification is proper in the
circumstances because the person claiming indemnification has met the applicable
standard of conduct set forth in Section 1. Such determination shall be made by
the Board by a majority vote of a quorum consisting of Directors who were not
parties to the action, suit or proceeding in question. If such a quorum is not
obtainable, the Board shall retain independent legal counsel who shall make such
determination in a written opinion.

       SECTION 3. ADVANCE PAYMENT OF EXPENSES. Expenses (including attorney's
fees) incurred in defending a civil or criminal action, suit, or proceeding may
be paid by the Company in advance of the final disposition of such action upon
receipt of an undertaking by or on behalf of a person entitled to claim
indemnification to repay such amount, unless it is ultimately determined that he
is entitled to be indemnified under this Article VII.

       SECTION 4. INSURANCE. The Company shall have power to purchase and
maintain insurance on behalf of any person described in Section 1 against any
liability asserted against and incurred by him, whether or not the Company would
have the power to indemnify him against such liability under this Article VII.

       SECTION 5. NON-EXCLUSIVITY. The indemnification provided by this Article
VII shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled under the Articles of Incorporation, any agreement,
insurance policy, vote of the shareholders or disinterested Directors, or
otherwise.

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       SECTION 6. CONTINUANCE. The indemnification provided by this Article VII
shall continue as to a person who has ceased to be director, officer, fiduciary,
employee or agent with regard to acts or omissions of such person occurring or
alleged to have occurred while the person was so engaged, shall apply whether or
not the claim against such person arises out of matters occurring before the
adoption of this by-law, and shall inure to the benefit of heirs, executors, and
administrators of such person.

                                  ARTICLE VIII

                                  MISCELLANEOUS

       SECTION 1. FISCAL YEAR. The fiscal year of the Company begins with
January first and ends with December thirty-first, or as otherwise determined by
the Board from time to time.

       SECTION 2. SEAL. The seal of the Company shall bear the corporate name of
the Company, the place of its home office and such other features as may be
approved by the Board from time to time. The seal of the Company shall be kept
in the custody of the Secretary and may be affixed to any instrument requiring a
seal and may be duly attested to by any officer of the Company.

       SECTION 3. DIVIDENDS. The Board may from time to time declare, subject
where required to regulatory approval or notice, and cause to be paid dividends
of cash, property, or shares of stock or securities of, or owned by, the
Company.

       SECTION 4. INVESTMENTS. The President, a Vice President, the Secretary,
and the Treasurer, or other officers or employees designated by the Board, have
authority to sign instruments, including but not limited to: all note, bond,
stock, or other securities purchase agreements and security, mortgage, or real
estate commitment letters and amendments thereto, deeds and leases, and
assignments, releases, or partial releases, or payment or performance
moratoriums of any mortgages, debt obligations or other security interests held
by the Company.

       SECTION 5. POLICY CONTRACTS. All insurance policies and contracts for
annuities, guaranteed investment contracts (GICs) or funding agreements, and for
the disposition of the proceeds thereof, may be signed by any of the following
officers: the President, a Vice President, the Treasurer, the Secretary or an
Assistant Secretary; with respect to GICs or funding agreements, the business
unit President may also execute contracts on behalf of the Company. The
signatures may be facsimile, digital or electronic signatures.

       SECTION 6. AGENCY AND OTHER CONTRACTS. The President, a Vice President,
the Secretary and other officers or employees designated by the Board shall have
authority to sign or approve agency contracts and related agreements, tax
returns or reports, and any other reports filed with governmental agencies.

       SECTION 7. OTHER INSTRUMENTS. All other contracts and written instruments
not previously described shall be signed by one of the following officers: the
President, a Vice President, the Secretary or the Treasurer, or by any other
officer or employee of the Company designated by the Board, or by such other
person or persons as may be designated from time to time by the Board.

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       SECTION 8. STATUTORY AGENTS. The President, a Vice President and the
Secretary or an Assistant Secretary are authorized to appoint statutory agents
of the Company and to execute powers of attorney as needed, to accept service of
process against the Company, to execute papers to comply with laws in order to
qualify the Company to do business in any state, territory, district, country or
jurisdiction and to take other actions needed to be taken to comply with laws,
rules, or regulations in order to qualify the Company to do business.

       SECTION 9. FORM OF RECORDS. Unless otherwise required by law, any records
maintained by the Company in the regular course of its business, including its
stock ledger, books of account and minute books, may be kept on, or be in the
form of, magnetic tape, magnetic disk, optical disk, CD-ROM, microfiche,
microfilm, or any other information storage format, provided that the records so
kept can be converted into clearly legible form within a reasonable time.

       SECTION 10. AMENDMENTS. The Board shall have the power to make, alter,
amend or repeal any and all of these bylaws. Any such action by the Board may be
amended, altered, or repealed by the shareholders.

       These amended and restated bylaws were duly adopted by the Board of
Directors of the Company on the 15th day of December, 2004.


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

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