<Page>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-K

              Annual Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

For the fiscal year ended December 31, 2001      Commission file number 33-81010

                        ING Insurance Company of America
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<Table>
 <S>                                                <C>
                      Florida                                     06-1286272
 -----------------------------------------------------------------------------------------
          (State or other jurisdiction of                      (I.R.S. Employer
          incorporation or organization)                     Identification No.)

 5100 West Lemon Street, Suite 213, Tampa, Florida                  33609
 -----------------------------------------------------------------------------------------
     (Address of principal executive offices)                     (ZIP Code)
</Table>

(Registrant's telephone number, including area code) (860) 273-0123

                       AETNA INSURANCE COMPANY OF AMERICA
                      ------------------------------------
                   (FORMER NAME IF CHANGED SINCE LAST REPORT)

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             Yes  __X__  No  ______

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ X ]

As of March 25, 2002 there were 25,500 shares of common stock outstanding, par
value $100 per share, all of which were held by ING Life Insurance and Annuity
Company.

Reduced Disclosure Format

The registrant meets the conditions set forth in General Instruction
I(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced
disclosure format.
<Page>
                        ING INSURANCE COMPANY OF AMERICA
             (Formerly known as Aetna Insurance Company of America,
      a wholly owned subsidiary of ING Life Insurance and Annuity Company)
                           Annual Report on Form 10-K
                      For the Year Ended December 31, 2001

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                          Page
                                                                          ----
<S>         <C>                                                           <C>
                                    PART I

Item 1.     Business**..................................................    3
Item 2.     Properties**................................................    8
Item 3.     Legal Proceedings...........................................    8
Item 4.     Submission of Matters to a Vote of Security Holders*........    8

                                   PART II

Item 5.     Market for Registrant's Common Equity and Related
             Stockholder Matters........................................    8
Item 6.     Selected Financial Data*....................................    8
Item 7.     Management's Analysis of the Results of Operations**........    8
Item 7A.    Quantitative and Qualitative Disclosure About Market Risk...   16
Item 8.     Financial Statements and Supplementary Data.................   17
Item 9.     Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure...................................   41

                                   PART III

Item 10.    Directors and Executive Officers of the Registrant*.........   41
Item 11.    Executive Compensation*.....................................   41
Item 12.    Security Ownership of Certain Beneficial Owners and
             Management*................................................   41
Item 13.    Certain Relationships and Related Transactions*.............   41

                                   PART IV

Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form
              8-K.......................................................   42

            Index to Financial Statement Schedule.......................   44
            Signatures..................................................   48
</Table>

  *  Item omitted pursuant to General Instruction I(2) of Form 10-K.
 **  Item prepared in accordance with General Instruction I(2) of Form 10-K.

                                       2
<Page>
                                     PART I

ITEM 1. BUSINESS

ORGANIZATION OF BUSINESS

ING Insurance Company of America ("IICA," or the "Company"), formerly known as
Aetna Insurance Company of America ("AICA") is a stock life insurance company
organized in 1990 under the insurance laws of Connecticut. Effective January 5,
2000, the Company's state of domicile changed from Connecticut to Florida. The
Company is a wholly owned subsidiary of ING Life Insurance and Annuity Company
("ILIAC"), formerly known as Aetna Life Insurance and Annuity Company ("ALIAC").
ILIAC is a wholly owned subsidiary of Aetna Retirement Holdings, Inc.
("HOLDCO"), which is a wholly owned subsidiary of Aetna Retirement
Services, Inc.("ARSI"). ARSI is ultimately owned by ING Groep N.V. ("ING").

On December 13, 2000, ING America Insurance Holdings, Inc., an indirect wholly
owned subsidiary of ING, acquired Aetna Inc., comprised of the Aetna Financial
Services business, of which the Company is a part, and the Aetna International
businesses for approximately $7.7 billion. The purchase price was comprised of
approximately $5.0 billion in cash and the assumption of $2.7 billion of
outstanding debt and other net liabilities. In connection with the acquisition,
Aetna Inc. was renamed Lion Connecticut Holdings Inc. ("Lion"). At the time of
the sale, Lion entered into certain transition services agreements with a former
related party, Aetna U.S. Healthcare which was renamed Aetna Inc. ("former
Aetna"). Refer to Note 1 of the Notes to Financial Statements for more
information on the acquisition.

Effective January 1, 2002, the Board of Directors of the Company approved an
amendment to the Certificate of Incorporation of the Company to change the name
of the corporation to ING Insurance Company of America. The sole shareholder of
the Company executed a written consent approving and adopting the name change
effective January 1, 2002. Appropriate approvals were obtained from the State of
Florida Department of Insurance.

The Company has one operating segment and all revenue reported by the Company
comes from external customers.

PRODUCTS AND SERVICES

The Company principally offers annuity contracts to individuals on a qualified
and nonqualified basis and to employer-sponsored retirement plans qualified
under Internal Revenue Code Sections 401, 403 and 408. These contracts may be
deferred or immediate ("payout annuities").

INVESTMENT OPTIONS

The Company's products provide customers with variable and/or fixed investment
options. Variable options generally provide for full assumption by the customer
of investment risks. Assets supporting variable options are held in separate
accounts that invest in affiliated and/or unaffiliated mutual funds. Affiliated
mutual funds include funds managed by Aeltus Investment Management, Inc.
("Aeltus"), an affiliate of the Company, and funds managed by ILIAC and
subadvised by outside

                                       3
<Page>

ITEM 1. BUSINESS (continued)
INVESTMENT OPTIONS (continued)

investment advisers. Variable separate account investment income and realized
capital gains and losses are not reflected in the Company's statements of
income.

Fully guaranteed fixed options provide guarantees on investment return, maturity
values, and if applicable, benefit payments. Other fixed options are "experience
rated" and require the customer to assume investment (including realized capital
gains and losses on the sale of invested assets) and other risks subject to,
among other things, principal and interest guarantees. These fixed options
require the customer to assume investment (including realized capital gains and
losses on the sale of invested assets) and other risks subject to, among other
things, those guarantees. The Company will not be issuing these other fixed
options in 2002 and beyond.

FEES AND MARGINS

Insurance charges or other fees earned by the Company vary by product and
depend, among other factors, on the funding option selected by the customer
under the product. For annuity products where assets are allocated to variable
funding options, the Company may charge the separate account asset-based
insurance and expense fees. When a customer selects an affiliated mutual fund as
a variable funding option, the Company may receive compensation from the fund's
adviser, administrator or other affiliated entity for the performance of certain
shareholder services. In the case of funds advised by Aeltus, these fees are
equal to one-half of the investment advisory fee Aeltus receives.

In addition, when a customer selects an unaffiliated mutual fund as a variable
funding option, the Company may receive distribution (12b-1) and service plan
fees, as well as, compensation from the fund's adviser, administrator or other
affiliated entity for the performance of certain shareholder services.

For fixed funding options, the Company earns a margin, which is based on the
difference between income earned on the investments supporting the liability and
interest credited to customers.

The Company may also receive other fees or charges depending on the nature of
the products.

ASSETS UNDER MANAGEMENT

The substantial portion of fees or other charges and margins is based on assets
under management. Assets under management are principally affected by net
deposits (i.e. deposits, including new contracts, less surrenders), investment
performance (e.g., interest credited to customer accounts for fixed options or
market performance for variable options) and customer retention. Assets under
management, excluding net unrealized capital gains and losses related to market
value adjustments required under Financial Accounting Standard ("FAS") No. 115,
were $0.9 billion, $1.1 billion and $1.3 billion at December 31, 2001, 2000 and
1999, respectively. Assets under management are available for contractholder
withdrawal and are subject to fair value adjustments and/or deferred surrender
charges.

                                       4
<Page>

ITEM 1. BUSINESS (continued)
ASSETS UNDER MANAGEMENT (continued)

To encourage customer retention and recover acquisition expenses, contracts
typically impose a surrender charge on policyholder balances withdrawn within a
period of time after the contract's inception. The period of time and level of
the charge vary by product. More favorable credited rates may also be offered
after policies have been in force for a period of time. Existing tax penalties
on annuity distributions prior to age 59-1/2 provide further disincentive to
customers for premature surrenders of account balances, but generally do not
impede transfers of those balances to products of competitors.

PRINCIPAL MARKETS AND METHOD OF DISTRIBUTION

The Company's products are offered primarily to individuals and
employer-sponsored groups in the education market. The Company's products
generally are sold through a managed network of broker/ dealers and dedicated
career agents.

COMPETITION

Competition arises from other insurance companies, as well as an array of
financial services companies including banks, mutual funds and other investment
managers. Principal competitive factors are reputation for investment
performance, product features, service, cost and the perceived financial
strength of the investment manager or sponsor.

Competition may affect, among other matters, both business growth and the
pricing of the Company's products and services.

RESERVES

Reserves for investment contracts (deferred annuities and immediate annuities
without life contingent payouts) are equal to cumulative deposits plus credited
interest less withdrawals and charges thereon. For the investment contracts
which are experience-rated, the reserves also reflect net realized capital
gains/losses on the sale of invested assets, (which the Company reflects through
credited rates on an amortized basis) and net unrealized capital gains/losses
related to FAS No. 115.

Reserves, as described above, are computed amounts that, with additions from
deposits to be received and with interest on such reserves compounded annually
at assumed rates, are expected to be sufficient to meet the Company's policy
obligations at their maturities or to pay expected death or retirement benefits
or other withdrawal requests.

GENERAL ACCOUNT INVESTMENTS

Consistent with the nature of the contract obligations involved in the Company's
operations, the majority of the general account assets are invested in long-term
debt securities such as: U.S. corporate debt securities, U.S. government
securities, foreign government and corporate debt securities, residential
mortgage-backed securities, commercial and multifamily mortgage-backed
securities and other asset-backed securities. It is management's objective that
the portfolios be of high quality while achieving competitive investment yields
and returns. Investment portfolios generally

                                       5
<Page>

ITEM 1. BUSINESS (continued)
GENERAL ACCOUNT INVESTMENTS (continued)

match the duration of the insurance liabilities they support. The general
account of the Company has been segmented to improve the asset/liability
matching process. The duration of investments is monitored and security
purchases and sales are executed with the objective of having adequate funds
available to satisfy the Company's maturing liabilities.

On April 1, 2001, ING Investment Management, LLC replaced Aeltus as the adviser
of the Company's general account investments.

See Management's Analysis of the Results of Operations--General Account
Investments for further discussion of investments.

OTHER MATTERS

a. Regulation

The Company's operations are subject to comprehensive regulation throughout the
United States. The laws of the various jurisdictions establish supervisory
agencies, including the state insurance departments, with broad authority to
grant licenses to transact business and regulate many aspects of the products
and services offered by the Company, as well as solvency and reserve adequacy.
Many agencies also regulate investment activities on the basis of quality,
diversification, and other quantitative criteria. The Company's operations and
accounts are subject to examination at regular intervals by certain of these
regulators.

Operations conducted by the Company are subject to regulation by various
insurance agencies where the Company conducts business, in particular the
Insurance Department of Connecticut, prior to January 5, 2000, and the Florida
Department of Insurance, subsequent to January 5, 2000. Among other matters,
these agencies may regulate premium rates, trade practices, agent licensing,
policy forms, and underwriting and claims practices.

The Securities and Exchange Commission ("SEC") and, to a lesser extent, the
states regulate the sales and investment management activities and operations of
the Company. Regulations of the SEC, Department of Labor and Internal Revenue
Service also impact certain of the Company's annuity and other investment and
retirement products. These products involve Separate Accounts and mutual funds
registered under the Investment Company Act of 1940.

ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001

On June 7, 2001 the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA") was signed into law. EGTRRA contains important changes to many of the
Internal Revenue Code provisions governing qualified defined contribution and
defined benefit plans, Section 457 deferred compensation plans,
Section 403(b) tax sheltered annuity arrangements and individual retirement
accounts and annuities ("IRAs"). These changes include significant increases in
the contribution limits under retirement plans and IRAs and new rollover
provisions that increase the portability of retirement account assets.

                                       6
<Page>

ITEM 1. BUSINESS (continued)
OTHER MATTERS (continued)

INSURANCE HOLDING COMPANY LAWS

A number of states, including Florida and Connecticut, regulate affiliated
groups of insurers, such as the group to which the Company belongs, under
holding company statutes. These laws, among other things, place certain
restrictions on transactions between affiliates such as dividends and other
distributions that may be paid to the Company's parent corporation. For
information regarding payments of dividends by the Company, see "Liquidity &
Capital Resources" in Management's Analysis of the Results of Operations and
Note 5 of Notes to Financial Statements.

INSURANCE COMPANY GUARANTY FUND ASSESSMENTS

Under insurance guaranty fund laws existing in all states, insurers doing
business in those states can be assessed (up to prescribed limits) for certain
obligations of insolvent insurance companies to policyholders and claimants.
There were no after-tax charges to earnings for guaranty fund obligations for
the year ended December 31, 2001; and, after-tax charges were $0.1 million for
the years ended December 31, 2000 and 1999.

For information regarding certain other potential regulatory changes relating to
the Company's businesses, see "Forward-Looking Information/Risk Factors" in
Management's Analysis of the Results of Operations.

b. Ratings

The Company's financial strength ratings at March 25, 2002 and November 9, 2001
are as follows:

<Table>
<Caption>
                                                Rating Agencies
                                -----------------------------------------------
                                                       Moody's       Standard &
                                A.M. Best  Fitch  Investors Service    Poor's
<S>                             <C>        <C>    <C>                <C>
-------------------------------------------------------------------------------
March 25, 2002                     A+       AA+          Aa2            AA+
November 9, 2001                   A+       AA+          Aa2            AA+
-------------------------------------------------------------------------------
</Table>

c. Miscellaneous

The Company utilizes the employees of ING and its affiliates (primarily ILIAC)
and receives an expense allocation, at cost, based on the utilization of these
employees.

The Company uses ILIAC's computer facilities. The Company's management believes
that ILIAC's computer facilities, systems and related procedures are adequate to
meet its business needs. ILIAC's data processing systems and backup and security
policies, practices and procedures are regularly evaluated by ILIAC's management
and internal auditors and are modified as considered necessary.

The Company is not dependent upon any single customer and no single customer
accounted for 10% or more of revenue in 2001. In addition, the loss of business
from any one, or a few, independent brokers or agents would not have a material
adverse effect on the earnings of the Company.

                                       7
<Page>
ITEM 2.  PROPERTIES

The Company's principal executive office is located at 5100 West Lemon Street,
Suite 213, Tampa, Florida 33609 and its principal office for operations is
located at 151 Farmington Avenue, Hartford, Connecticut 06156. The Company
occupies office space that is leased by ILIAC or other affiliates. Expenses
associated with these offices are allocated on a direct and indirect basis to
the Company.

ITEM 3.  LEGAL PROCEEDINGS

The Company is not currently involved in any material litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

All of the Company's outstanding shares are owned by ILIAC. For information on
dividends and capital contributions refer to Note 5 of the Notes to Financial
Statements.

ITEM 6. SELECTED FINANCIAL DATA

Omitted pursuant to General Instruction I(2)(a) of Form 10-K.

ITEM 7. MANAGEMENT'S ANALYSIS OF THE RESULTS OF OPERATIONS

Management's analysis of the results of operations is presented in lieu of
Management's Discussion and Analysis of Financial Condition and Results of
Operations, pursuant to General Instruction I(2)(a) of Form 10-K.

OVERVIEW

On December 13, 2000, ING America Insurance Holdings, Inc., an indirect wholly
owned subsidiary of ING, acquired Aetna Inc., comprised of the Aetna Financial
Services business, of which the Company is a part, and the Aetna International
businesses for approximately $7.7 billion. The purchase price was comprised of
approximately $5.0 billion in cash and the assumption of $2.7 billion of
outstanding debt and other net liabilities. In connection with the acquisition,
Aetna Inc. was renamed Lion Connecticut Holdings Inc. ("Lion"). At the time of
the sale, Lion entered into certain transition services agreements with a former
related party, Aetna U.S. Healthcare which was renamed Aetna Inc. ("former
Aetna"). Refer to Note 1 of the Notes to Financial Statements.

Refer to "Organization of Business" regarding the name change of the Company.

All references to financial data for the year ended December 31, 2000 in this
section represents an aggregation of the pre-acquisition period of the eleven
months ended November 30, 2000 and the post acquisition period of the one month
ended December 31, 2000.

                                       8
<Page>

ITEM 7. MANAGEMENT'S ANALYSIS OF THE RESULTS OF OPERATIONS (continued)
RESULTS OF OPERATIONS

<Table>
<Caption>
(Millions)                             2001      2000      1999
<S>                                  <C>     <C>       <C>
---------------------------------------------------------------
Charges assessed against
  policyholders                      $ 13.4  $   17.7  $   15.5
Net investment income                   9.9      11.2      10.9
Net realized capital gains (losses)     0.9      (0.8)     (0.3)
Other income                            1.2       1.5       1.5
---------------------------------------------------------------
      Total revenue                    25.4      29.6      27.6
---------------------------------------------------------------
Current and future benefits             7.2       7.4       8.0
Operating expenses:
  Salaries and related benefits         0.2       1.3       2.4
  Other                                 2.0       3.9       4.5
Amortization of deferred policy
  acquisition costs                     4.8       5.7       4.6
Amortization of goodwill                2.6        --        --
---------------------------------------------------------------
      Total benefits and expenses      16.8      18.3      19.5
---------------------------------------------------------------
Income before income taxes              8.6      11.3       8.1
Income taxes                            3.7       2.9       2.7
---------------------------------------------------------------
      Net income                     $  4.9  $    8.4  $    5.4
===============================================================
Net realized capital gains
  (losses), net of tax (included
  above)                             $  0.6  $   (0.5) $   (0.2)
===============================================================
Deposits not included above:
  Annuities--fixed options           $  7.1  $    3.4  $    9.0
  Annuities--variable options          29.6      10.5      20.1
---------------------------------------------------------------
Total                                $ 36.7  $   13.9  $   29.1
===============================================================
Assets under management: (1)
  Annuities--fixed options (2)       $156.1  $  178.7  $  223.0
  Annuities--variable options (3)     741.3     925.3   1,108.4
---------------------------------------------------------------
      Total (4)                      $897.4  $1,104.0  $1,331.4
===============================================================
</Table>

(1)  Excludes net unrealized capital gains of $4.2 million and $0.9 million
     at December 31, 2001 and 2000, respectively, and net unrealized capital
     losses of $4.5 million at December 31, 1999.
(2)  Includes $63.2 million, $66.9 million and $78.7 million related to the
     assets supporting a guaranteed interest option at December 31, 2001,
     2000, and 1999, respectively.
(3)  Includes $564.9 million, $719.8 million and $870.3 million at December
     31, 2001, 2000 and 1999, respectively, of assets held and managed by
     unaffiliated mutual funds.
(4)  Includes $266.7 million, $285.2 million and $340.8 million of assets
     managed by an affiliate of the Company at December 31, 2001, 2000 and
     1999, respectively, and includes $65.8 million, $99.0 million and $120.3
     million of assets managed by the Company's parent, ILIAC, at Decem-
     ber 31, 2001, 2000 and 1999, respectively.

Compared to prior years, the Company's net income decreased $3.5 million and
increased $3.0 million in 2001 and 2000, respectively. Excluding goodwill and
net realized capital gains and losses, net income decreased $2.0 million and
increased $3.3 million in 2001 and 2000, respectively. The decrease in net
income excluding goodwill and net realized capital gains and losses was
primarily due to a decrease in charges assessed against policyholders and an
increase in the effective tax rate partially offset by a decrease in operating
expenses. The increase in 2000 net income excluding net realized capital losses
was due to an increase in charges assessed against policyholders, lower
operating expenses and a decline in the effective tax rate.

Substantially all of the charges assessed against policyholders are derived from
assets under management. Assets under management decreased by $206.6 million in
2001 and $227.4 million in 2000. The decrease in 2001 was primarily due to a
continued decline in the stock market throughout most of 2001. The decrease in
2000 was primarily due to declines in the stock market, which began in

                                       9
<Page>

ITEM 7. MANAGEMENT'S ANALYSIS OF THE RESULTS OF OPERATIONS (continued)
RESULTS OF OPERATIONS (continued)

the second half of 2000. In spite of the decline in the second half of 2000,
assets under management for the year ended December 31, 2000 remained higher
than the prior year, resulting in a slight increase in charges assessed against
policyholders in 2000 when compared to 1999.

Annuity deposits relate to annuity contracts not containing life contingencies.
Deposits increased $22.8 million in 2001 and decreased $15.2 million in 2000.
The increase for the year ended December 31, 2001, compared to the prior year,
was primarily due to an increase in employer sponsored annuity sales partially
offset by a decrease in individual annuity sales. The increase in employer
sponsored sales and decrease in individual annuity sales is primarily the result
of the Company's decision to focus its marketing efforts on expanding its
employer sponsored business and to not actively market its annuity products to
individuals. The decrease for the year ended December 31, 2000 is attributable
to a decrease in deposits from new contracts because the Company has not
actively marketed its individual annuity products since late in 1998. Refer to
"Outlook" below.

Compared to the prior year, lower operating expenses for the year ended
December 31, 2001 is primarily the result of management's decision to not
actively market its individual annuity products and its continued focus on
expense reduction initiatives. Lower operating expenses in 2000, when compared
to the prior year, are a direct result of the Company's decision to not actively
market its annuity products to individuals. Refer to "Outlook" below.

The effective tax rate for the year ended December 31, 2001 increased compared
to the prior year primarily due to a decrease in the deduction for dividends
received and the disallowance of goodwill amortization as a deduction. The
effective tax rate for the year ended December 31, 2000, compared to the same
period in 1999, is primarily related to the deduction allowed for dividends
received and a favorable prior period adjustment.

OUTLOOK

The Company's strategy is to increase assets under management and improve
profitability by continuing to focus on distribution opportunities, primarily in
Florida. Effective January 5, 2000, the Company changed its state of domicile
from Connecticut to Florida. The Company has focused its marketing efforts
principally on expanding its group annuity sales with the offering, through
dedicated agents and brokers, of contracts to public, tax exempt and private
employers sponsoring retirement plans.

Although the Company has offered annuities marketed to individuals, principally
non-qualified annuities and qualified individual retirement annuities, it is not
actively marketing these products.

GENERAL ACCOUNT INVESTMENTS

The Company's investment strategies and portfolios are intended to match the
duration of the related liabilities and provide sufficient cash flow to meet
obligations while maintaining a competitive rate of return. The duration of
these investments is monitored, and investment purchases and sales are executed
with the objective of having adequate funds available to satisfy the Company's
maturing

                                       10
<Page>

ITEM 7. MANAGEMENT'S ANALYSIS OF THE RESULTS OF OPERATIONS (continued)
GENERAL ACCOUNT INVESTMENTS (continued)

liabilities. The risks associated with investments supporting "experience-rated"
products are assumed by customers subject to, among other things, principal and
interest guarantees.

The Company's invested assets were comprised of the following:

<Table>
<Caption>
(Millions)                                   December 31, 2001     December 31, 2000
<S>                                       <C>                   <C>
------------------------------------------------------------------------------------
Debt securities, available for sale, at
  fair value (1)                                 $132.1                $132.3
Nonredeemable preferred stock                        --                   1.0
Short-term investments (2)                           --                   2.7
------------------------------------------------------------------------------------
  Total investments                              $132.1                $136.0
====================================================================================
</Table>

(1)  Includes $7.8 million and $5.8 million of debt securities pledged to
     creditors at December 31, 2001 and 2000, respectively. Refer to "Invest-
     ments" in Note 1 of the Notes to Financial Statements.
(2)  Includes $2.3 million of short-term investments pledged to creditors at
     December 31, 2000. Refer to "Investments" in Note 1 of the Notes to
     Financial Statements.

DEBT SECURITIES

At December 31, 2001 and 2000, the Company's carrying value of available for
sale debt securities including debt securities pledged to creditors (herein
after referred to as "total debt securities") represented 100% and 97%,
respectively, of the total general account invested assets. For the same
periods, debt securities of $120.1 million (91% of the total debt securities)
and $119.1 million (90% of the total debt securities), respectively, supported
experience-rated contracts. Total debt securities reflected net unrealized
capital gains of $4.2 million at December 31, 2001 and net unrealized capital
losses of $0.8 million at December 31, 2000. It is management's objective that
the portfolio of debt securities be of high quality and be well-diversified by
market sector. The debt securities in the Company's portfolio are generally
rated by external rating agencies, and, if not externally rated, are rated by
the Company on a basis believed to be similar to that used by the rating
agencies. The average quality rating of the Company's debt securities portfolio
at December 31, 2001 and 2000 was AA-.

The percent of total debt securities investments by quality ratings is as
follows:

<Table>
<Caption>
                                           December 31, 2001     December 31, 2000
<S>                                       <C>                   <C>
------------------------------------------------------------------------------------
AAA                                                   36.0%                 46.8%
AA                                                     5.9                   5.8
A                                                     35.1                  31.2
BBB                                                   23.0                  16.2
------------------------------------------------------------------------------------
  Total                                              100.0%                100.0%
====================================================================================
</Table>

                                       11
<Page>

ITEM 7. MANAGEMENT'S ANALYSIS OF THE RESULTS OF OPERATIONS (continued)
GENERAL ACCOUNT INVESTMENTS (continued)

The percent of total debt securities investments by market sector is as follows:

<Table>
<Caption>
                                           December 31, 2001     December 31, 2000
<S>                                       <C>                   <C>
------------------------------------------------------------------------------------
U.S. Corporate                                        65.1%                 56.2%
Residential Mortgage-Backed                           11.7                  16.9
U.S. Treasuries/Agencies                              10.3                  11.2
Commercial/Multifamily Mortgage-Backed                 7.5                   6.8
Asset-Backed                                           5.4                   8.1
Foreign Securities--U.S. Dollar
  Denominated                                           --                   0.8
------------------------------------------------------------------------------------
  Total                                              100.0%                100.0%
====================================================================================
</Table>

RISK MANAGEMENT AND MARKET-SENSITIVE INSTRUMENTS

The Company regularly evaluates the appropriateness of investments relative to
its management approved investment guidelines and the business objective of the
portfolios. The Company manages interest rate risk by seeking to maintain a
tight duration band, while credit risk is managed by maintaining high average
quality ratings and diversified sector exposure within the debt securities
portfolio. In connection with its investment and risk management objectives, the
Company also uses financial instruments whose fair value is at least partially
determined by, among other things, levels of or changes in domestic interest
rates (short-term or long-term), duration, prepayment rates, or credit
ratings/spreads.

The risks associated with investments supporting experience-rated annuity
products are assumed by those contractholders and not by the Company (subject
to, among other things, principal and interest guarantees). Risks associated
with the investments and liabilities related to experience-rated annuity
products are not included in the sensitivity analysis presented below.

The following discussion about the Company's risk management activities includes
forward-looking statements that involve risk and uncertainties. Set forth below
are management's projections of hypothetical net losses in fair value of
shareholder's equity related to the Company's market-sensitive instruments if an
immediate increase of 100 basis points in interest rates and an immediate
decrease of 10% in prices for domestic equity securities were to occur
(sensitivity analysis). The instruments included in this analysis are not
leveraged and are held for purposes other than trading. While the Company
believes that the assumed market rate changes are reasonably possible in the
near term, actual results may differ, particularly as a result of any management
actions that would be taken to mitigate such hypothetical losses in fair value
of shareholder's equity.

INTEREST RATE RISK

Assuming an immediate increase of 100 basis points in interest rates, the net
hypothetical loss in fair value of shareholder's equity related to financial
instruments is estimated to be $0.2 million and $0.1 million (after-tax) at
December 31, 2001 and 2000, respectively. The Company believes that an interest
rate shift of this magnitude represents a moderately adverse scenario, and is
approximately equal to the historical annual volatility of interest rate
movements for the Company's intermediate-

                                       12
<Page>

ITEM 7. MANAGEMENT'S ANALYSIS OF THE RESULTS OF OPERATIONS (continued)
GENERAL ACCOUNT INVESTMENTS (continued)

term available-for-sale debt securities. The Company has included corresponding
changes in certain insurance liabilities in this sensitivity analysis.

The risks associated with investments supporting experience-rated annuity
products are assumed by those contractholders and not by the Company (subject
to, among other things, certain minimum guarantees). Risks associated with the
investments and liabilities related to experience-rated annuity products are not
included in the sensitivity analysis presented below.

Based on the Company's overall exposure to interest rate risk, the Company
believes that these changes in market rates would not materially affect the
near-term financial position, results of operations or cash flows of the
Company.

LIQUIDITY AND CAPITAL RESOURCES

Generally, the Company meets its operating requirements by maintaining
appropriate levels of liquidity in its investment portfolio and using overall
cash flows from deposits, income received on investments and capital
contributions. Cash provided from these sources was used primarily for operating
expenses and to fund contract withdrawals.

Debt securities have durations that were selected to approximate the durations
of the liabilities they support. The general account of the Company has been
segmented to improve the asset/liability matching process. The duration of these
investments is monitored, and investment purchases and sales are executed with
the objective of having adequate funds available to satisfy the Company's
maturing liabilities.

As the Company's investment strategy focuses on matching asset and liability
durations, and not specific cash flows, and since these duration assessments are
dependent on numerous cash flow assumptions, asset sales may, from time to time,
be required to satisfy liability obligations and/or rebalance asset portfolios.
The investment portfolios are closely monitored to assess asset and liability
matching in order to rebalance the portfolios as conditions warrant.

Given the quality ratings of the Company's debt securities portfolio (see
"General Account Investments"), management expects the vast majority of the
Company's investments in debt securities to be repaid in accordance with
contractual terms. In addition, most of the debt securities in the portfolio are
highly marketable and can be sold to enhance cash flow before maturity.

Effective January 5, 2000, the Company changed its state of domicile from
Connecticut to Florida. All dividends paid by the Company to ILIAC must be
approved in advance by the Insurance Commissioner of the State of Florida. For
the years ended December 31, 2001 and 1999, it did not pay any dividends to
ILIAC. For the year ended December 31, 2000, the Company paid a dividend to
ILIAC of $2.4 million relating to the Florida re-domestication. In order to
comply with Florida state law, the par value of the Company's common stock was
changed from $2,000 per share to $100 per share at the time of redomestication.
The Company also amended its articles of incorporation and authorized additional
shares of capital stock, which were purchased by its parent. This transaction
had no effect on the value of the Company's common capital stock or total
shareholder's equity.

                                       13
<Page>

ITEM 7. MANAGEMENT'S ANALYSIS OF THE RESULTS OF OPERATIONS (continued)
LIQUIDITY AND CAPITAL RESOURCES (continued)

The Company has entered into support agreements with ILIAC under which ILIAC has
agreed to cause the Company to have sufficient capital to meet a certain capital
and surplus level. The Company did not receive any capital contributions
relating to these agreements in 2001 and 2000 and 1999.

See "Statements of Cash Flows" for additional information.

CRITICAL ACCOUNTING POLICIES

GENERAL

We have identified the accounting policies below as critical to our business
operations and understanding of our results of operations. For a detailed
discussion of the application of these and other accounting policies, see Note 1
in the Notes to Consolidated Financial Statements. Note that the application of
these accounting policies in the preparation of this report requires management
to use judgments involving assumptions and estimates concerning future results
or other developments including the likelihood, timing or amount of one or more
future transactions or events. There can be no assurance that actual results
will not differ from those estimates. These judgments are reviewed frequently by
senior management, and an understanding of them may enhance the reader's
understanding of the Company's financial statements and Management's Discussion
and Analysis.

AMORTIZATION OF DEFERRED ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED

We amortize our deferred policy acquisition costs and value of business acquired
on our annuity and pension contracts in proportion to estimated gross profits
and adjusted to reflect actual gross profits over the life of the contracts (up
to 30 years for annuity and pension contracts). Our estimated gross profits are
computed based on assumptions related to the underlying contracts including, but
not limited to, charges assessed against policyholders, margins, lapse,
persistency, expenses and asset growth rates.

Our current estimated gross profits include certain judgments concerning charges
assessed against policyholders, margins, lapse, persistency, expenses and asset
growth that are based on a combination of actual company experience and
historical market experience of equity and fixed income returns. Estimated gross
profits are adjusted periodically to take into consideration the actual
experience to date and changes in future assumptions. Short-term variances of
actual results from the judgments made by management can impact quarter to
quarter earnings.

INCOME TAXES

The Company establishes reserves for possible adjustments by various taxing
authorities. Management believes there are sufficient reserves provided for, or
adequate defenses against, any such adjustments.

                                       14
<Page>

ITEM 7. MANAGEMENT'S ANALYSIS OF THE RESULTS OF OPERATIONS (continued)
FORWARD-LOOKING INFORMATION/RISK FACTORS

The Private Securities Litigation Reform Act of 1995 (the "1995 Act") provides a
"safe harbor" for forward-looking statements, so long as (1) those statements
are identified as forward-looking, and (2) the statements are accompanied by
meaningful cautionary statements that identify important factors that could
cause actual results to differ materially from those discussed in the statement.
We want to take advantage of these safe harbor provisions.

Certain information contained in this Management's Analysis of the Results of
Operations is forward-looking within the meaning of the 1995 Act or Securities
and Exchange Commission rules. This information includes, but is not limited to
the information that appears under the headings: (1) "Results of
Operations--Outlook" and (2) "General Account Investments--Risk Management and
Market Sensitive Instruments/Interest Rate Risk". In writing this Management's
Analysis of the Results of Operations, we also used the following words, or
variations of these words and similar expressions, where we intended to identify
forward-looking statements:

                    - Expects                 - Plans
                    - Projects                - Believes
                    - Anticipates             - Seeks
                    - Intends                 - Estimates

These forward-looking statements rely on a number of assumptions concerning
future events, and are subject to a number of significant uncertainties and
other factors, many of which are outside our control, that could cause actual
results to differ materially from these statements. You should not put undue
reliance on these forward-looking statements. We disclaim any intention or
obligation to update or revise forward-looking statements, whether as a result
of new information, future events or otherwise.

Set forth below are certain important risk factors that, in addition to general
economic conditions and other factors (some of which are discussed elsewhere in
this report), may affect these forward-looking statements and our businesses
generally.

CERTAIN FACTORS PARTICULAR TO THE COMPANY'S OPERATIONS

SIGNIFICANT CHANGES IN FINANCIAL MARKETS COULD AFFECT EARNINGS.  Significant
changes in financial markets could impact the level of assets under management
and administration in our businesses, and, in turn, our level of asset-based
fees in those businesses. For example, significant increases in interest rates
or decreases in equity markets would directly affect the level of assets under
management and administration and, in addition, may increase the level of
withdrawals and decrease the level of deposits by customers. Customers under
those circumstances may seek to diversify among asset managers or seek
investment alternatives that we do not offer. Significant declines in the value
of investments also may affect our ability to pass through investment losses to
certain experience rated customers, whether due to triggering minimum guarantees
or other business reasons.

DECREASES IN RATINGS COULD AFFECT ASSETS UNDER MANAGEMENT.  Decreases in the
claims-paying ratings of the Company could have the effect of decreasing new
sales and deposits and increasing withdrawals and surrenders in our businesses.
Such changes in sales and deposits, withdrawals and surrenders

                                       15
<Page>

ITEM 7. MANAGEMENT'S ANALYSIS OF THE RESULTS OF OPERATIONS (continued)
FORWARD-LOOKING INFORMATION/RISK FACTORS (continued)

would adversely affect the level of asset-based fees of our businesses.
Claims-paying ratings of the Company are periodically reviewed and subject to
changes, in certain cases, based on factors beyond our control.

EARLY WITHDRAWAL OF ASSETS COULD AFFECT EARNINGS.  We incur up-front costs, such
as commissions, when we sell our annuity and other financial services products.
We generally defer these costs and recognize them over time. As a result, the
retention of assets under these products is an important component of
profitability. We generally seek to structure our products and sales to
encourage retention of assets under management and administration or recover
costs, through surrender charges, higher credited rates to customers if we
retain their assets for longer periods, paying renewal commissions, paying
service fees or other terms. However, if customers withdraw assets earlier than
we anticipated when we priced the products, it would adversely affect
profitability. We could also experience competitive pressure to lower margins.

LITIGATION CAN ADVERSELY AFFECT US.  Litigation also could adversely affect us,
both through costs of defense and adverse results or settlements. Refer to Note
10 of Notes to Financial Statements for information regarding litigation.

CHANGES IN REGULATION COULD AFFECT THE OPERATIONS OF EACH OF OUR
BUSINESSES.  Each of our businesses is subject to comprehensive regulation.
These businesses could be adversely affected by:

-   Increases in minimum capital and other financial viability requirements for
    insurance operations;
-   Changes in the taxation of insurance companies; and
-   Changes in the tax treatment of annuity products as well as changes in
    capital gains tax rates. Certain of these changes, should they occur, could
    affect the attractiveness to customers of our products.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

See "General Account Investments" in Management's Analysis of the Results of
Operations.

                                       16
<Page>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                         INDEX TO FINANCIAL STATEMENTS

<Table>
 <S>                                                                     <C>
 Report of Independent Auditors........................................  18

 Financial Statements:

     Statements of Income for the Year ended December 31, 2001, One
        Month Ended December 31, 2000, the Eleven Months Ended
        November 30, 2000 and for the Year Ended December 31, 1999.....  20

     Balance Sheets as of December 31, 2001 and 2000...................  21

     Statements of Changes in Shareholder's Equity for the Year ended
        December 31, 2001, One Month Ended December 31, 2000, the
        Eleven Months Ended November 30, 2000 and for the Year Ended
        December 31, 1999..............................................  22

     Statements of Cash Flows for the Year ended December 31, 2001, One
        Month Ended December 31, 2000, the Eleven Months Ended
        November 30, 2000 and for the Year Ended December 31, 1999.....  23

     Notes to Financial Statements.....................................  24
</Table>

                                       17
<Page>
                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
ING Insurance Company of America

We have audited the accompanying balance sheet of ING Insurance Company of
America (formerly Aetna Insurance Company of America and hereafter referred to
as the Company) as of December 31, 2001, and the related statements of income,
changes in shareholder's equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ING Insurance Company of
America at December 31, 2001, and the results of their operations and their cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States.

As discussed in Note 1, the Company adopted Financial Accounting Standards (FAS)
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, and FAS
No. 140, ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
EXTINGUISHMENTS OF LIABILITIES.

                                                         /s/ Ernst & Young LLP

Hartford, Connecticut
January 31, 2002

                                       18
<Page>
                          INDEPENDENT AUDITORS' REPORT

The Shareholder and Board of Directors
ING Insurance Company of America:

We have audited the accompanying balance sheet of ING Insurance Company of
America, formerly known as Aetna Insurance Company of America, as of
December 31, 2000, and the related statements of income, changes in
shareholder's equity and cash flows for the period from December 1, 2000 to
December 31, 2000 ("Successor Company"), and for the period from January 1, 2000
to November 30, 2000 and the year ended December 31, 1999 ("Preacquisition
Company"). These financial statements are the responsibility of the Companies'
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the Successor Company's financial statements referred to above
present fairly, in all material respects, the financial position of Aetna
Insurance Company of America at December 31, 2000, and the results of its
operations and its cash flows for the period from December 1, 2000 to
December 31, 2000, in conformity with accounting principles generally accepted
in the United States of America. Further, in our opinion, the Preacquisition
Company's financial statements referred to above present fairly, in all material
respects, the results of its operations and its cash flows for the period from
January 1, 2000 to November 30, 2000, and the year ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States of
America.

As discussed in Note 1 to the financial statements, effective November 30, 2000,
ING America Insurance Holdings Inc. acquired all of the outstanding stock of
Aetna Inc., Aetna Insurance Company of America's indirect parent and sole
shareholder in a business combination accounted for as a purchase. As a result
of the acquisition, the financial information for the periods after the
acquisition is presented on a different cost basis than that for the periods
before the acquisition and, therefore, is not comparable.

                                                              /s/ KPMG LLP

Hartford, Connecticut
March 27, 2001

                                       19
<Page>
                        ING INSURANCE COMPANY OF AMERICA
             (Formerly known as Aetna Insurance Company of America,
      a wholly owned subsidiary of ING Life Insurance and Annuity Company)

                              STATEMENTS OF INCOME
                                   (millions)

<Table>
<Caption>
                                                                     Preacquisition
                                                              ----------------------------
                                                 One month    Eleven months
                                 Year ended        ended          ended       Year ended
                                December 31,   December 31,   November 30,   December 31,
                                    2001           2000           2000           1999
                                -------------  -------------  -------------  -------------
<S>                             <C>            <C>            <C>            <C>
Revenues:
  Charges assessed against
    policyholders                   $13.4           $1.2          $16.5           $15.5
  Net investment income               9.9            1.0           10.2            10.9
  Net realized capital gains
    (losses)                          0.9             --           (0.8)           (0.3)
  Other income                        1.2            0.2            1.3             1.5
                                    -----           ----          -----           -----
      Total revenue                  25.4            2.4           27.2            27.6
                                    -----           ----          -----           -----
Benefits and expenses:
  Current and future benefits         7.2            0.6            6.8             8.0
  Operating expenses:
    Salaries and related
      benefits                        0.2            0.2            1.1             2.4
    Other                             2.0            0.3            3.6             4.5
  Amortization of deferred
    policy acquisition costs
    and value of business
    acquired                          4.8            0.4            5.3             4.6
  Amortization of goodwill            2.6             --             --              --
                                    -----           ----          -----           -----
      Total benefits and
        expenses                     16.8            1.5           16.8            19.5
                                    -----           ----          -----           -----
Income before income taxes            8.6            0.9           10.4             8.1
Income taxes                          3.7            0.3            2.6             2.7
                                    -----           ----          -----           -----
Net income                          $ 4.9           $0.6          $ 7.8           $ 5.4
                                    =====           ====          =====           =====
</Table>

SEE NOTES TO FINANCIAL STATEMENTS.

                                       20
<Page>
                        ING INSURANCE COMPANY OF AMERICA
             (Formerly known as Aetna Insurance Company of America,
      a wholly owned subsidiary of ING Life Insurance and Annuity Company)

                                 BALANCE SHEETS
                         (millions, except share data)

<Table>
<Caption>
                                           December 31,     December 31,
                                               2001             2000
                                          ---------------  ---------------
<S>                                       <C>              <C>
                 ASSETS
Investments:
  Debt securities, available for sale,
    at fair value
    (amortized cost: $120.2 and $125.8)      $  124.4         $  126.5
  Equity securities, at fair value:
    Nonredeemable preferred stock
      (amortized cost: $1.1)                       --              1.0
    Short-term investments                         --              0.4
  Securities pledged to creditors
    (amortized cost: $7.8 and $8.0)               7.8              8.1
Cash and cash equivalents                          --              9.1
Short-term investments under securities
  loan agreement                                  9.9              8.4
Deferred policy acquisition costs                 0.8               --
Value of business acquired                       46.5             58.7
Accrued investment income                         2.0              1.7
Premiums due and other receivables               19.4              4.7
Goodwill                                        101.8             98.9
Other assets                                      2.1              1.1
Separate Accounts assets                        821.3          1,007.8
                                             --------         --------
        Total assets                         $1,136.0         $1,326.4
                                             ========         ========
  LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
  Policyholders' funds left with the
    Company                                  $   95.6         $  110.3
  Payables under securities loan
    agreement                                     9.9              8.4
  Cash overdrafts                                 0.6               --
  Other liabilities                               6.0              3.7
  Due to parent and affiliates                    3.5              3.8
  Income taxes:
    Current                                       1.5               --
    Deferred                                      7.4              7.8
    Separate Accounts liabilities               821.3          1,007.8
                                             --------         --------
        Total liabilities                       945.8          1,141.8
                                             --------         --------
  Shareholder's equity:
    Common capital stock, par value $100
      (35,000 shares authorized, 25,500
      issued and outstanding)                     2.5              2.5
    Paid-in capital                             180.9            181.3
    Accumulated other comprehensive
      income                                      1.3              0.2
    Retained earnings                             5.5              0.6
                                             --------         --------
        Total shareholder's equity              190.2            184.6
                                             --------         --------
          Total liabilities and
            shareholder's equity             $1,136.0         $1,326.4
                                             ========         ========
</Table>

SEE NOTES TO FINANCIAL STATEMENTS.

                                       21
<Page>
                        ING INSURANCE COMPANY OF AMERICA
             (Formerly known as Aetna Insurance Company of America,
      a wholly owned subsidiary of ING Life Insurance and Annuity Company)

                 STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                   (millions)

<Table>
<Caption>
                                                                     Preacquisition
                                                              ----------------------------
                                                 One month    Eleven months
                                 Year ended        ended          ended       Year ended
                                December 31,   December 31,   November 30,   December 31,
                                    2001           2000           2000           1999
                                -------------  -------------  -------------  -------------
<S>                             <C>            <C>            <C>            <C>
Shareholder's equity,
  beginning of period              $184.6          $183.5         $ 73.4          $70.8

Comprehensive income:
  Net income                          4.9             0.6            7.8            5.4
  Other comprehensive income,
    net of tax:
      Unrealized gains
      (losses) on securities
      ($1.7 million,
      $0.8 million,
      $2.0 million and
      ($4.3) million, pretax)         1.1             0.5            1.3           (2.8)
                                   ------          ------         ------          -----
Total comprehensive income            6.0             1.1            9.1            2.6
                                   ------          ------         ------          -----

Return of capital                    (0.4)             --             --             --

Adjustment for purchase
  accounting                           --              --          101.0             --

Common stock issued                    --              --            2.4             --

Dividends paid to parent               --              --           (2.4)            --
                                   ------          ------         ------          -----

Shareholder's equity, end of
  period                           $190.2          $184.6         $183.5          $73.4
                                   ======          ======         ======          =====
</Table>

SEE NOTES TO FINANCIAL STATEMENTS.

                                       22
<Page>
                        ING INSURANCE COMPANY OF AMERICA
             (Formerly known as Aetna Insurance Company of America,
      a wholly owned subsidiary of ING Life Insurance and Annuity Company)

                            STATEMENTS OF CASH FLOWS
                                   (millions)

<Table>
<Caption>
                                                                          Preacquisition
                                                                  ------------------------------
                                                    One month     Eleven months
                                  Year ended          ended           ended        Year ended
                                 December 31,     December 31,    November 30,    December 31,
                                     2001             2000            2000            1999
                                ---------------  ---------------  -------------  ---------------
<S>                             <C>              <C>              <C>            <C>
Cash Flows from Operating
  Activities:
Net income                          $  4.9            $ 0.6          $   7.8         $  5.4
Adjustments to reconcile net
  income to net cash provided
  by operating activities:
  Net amortization of discount
    on debt securities                  --               --             (0.2)          (0.1)
  Net realized capital (gains)
    losses                            (0.9)              --              0.8            0.3
  Changes in assets and
    liabilities:
    (Increase) decrease in
      accrued investment
      income                          (0.4)             0.2              0.1            0.1
    Decrease in deferred
      policy acquisition costs
      and value of business
      acquired                         3.8              0.1              3.3            1.1
    Goodwill amortization, net
      of adjustments                   2.6               --               --             --
    Net change in amounts due
      to/from parent and
      affiliates                      (0.3)             0.9              2.4           (0.4)
    Net change in other assets
      and liabilities                  1.3             (0.1)             1.3          (10.1)
    Increase in income taxes           3.1               --              2.4            4.0
                                    ------            -----          -------         ------
Net cash provided by operating
  activities                          14.1              1.7             17.9            0.3
                                    ------            -----          -------         ------
Cash Flows from Investing
  Activities:
  Proceeds from sales of:
    Debt securities available
      for sale                        67.6               --            148.3           34.2
    Equity securities                   --               --               --            2.1
    Short-term investments             2.8               --              0.1             --
  Investment maturities and
    repayments of:
    Debt securites available
      for sale                        12.1              0.2              6.0           17.9
  Cost of investment purchases
    in:
    Debt securities available
      for sale                       (71.3)            (0.2)          (154.1)         (47.6)
    Short-term investments              --               --             (2.8)            --
                                    ------            -----          -------         ------
  Net cash provided by (used
    for) investing activities         11.2               --             (2.5)           6.6
                                    ------            -----          -------         ------
Cash Flows from Financing
  Activities:
  Deposits and interest
    credited for investment
    contracts                          6.3              0.5              7.4           12.8
  Withdrawal of investment
    contracts                        (29.7)            (2.5)           (39.3)         (19.0)
  Return of Capital                   (0.4)              --               --             --
  Proceeds from issuance of
    common stock                        --               --              2.4             --
  Dividends paid to parent              --               --             (2.4)            --
  Other, net                         (11.2)            (0.2)             3.2            5.7
                                    ------            -----          -------         ------
Net cash used for financing
  activities                         (35.0)            (2.2)           (28.7)          (0.5)
                                    ------            -----          -------         ------
Net decrease in cash and cash
  equivalents                         (9.7)            (0.5)           (13.3)           6.4
Cash and cash equivalents,
  beginning of period                  9.1              9.6             22.9           16.5
                                    ------            -----          -------         ------
Cash and cash equivalents, end
  of period                         $ (0.6)           $ 9.1          $   9.6         $ 22.9
                                    ======            =====          =======         ======
Supplemental cash flow
  information:
Income taxes paid (received),
  net                               $  0.3            $ 0.3          $   0.2         $ (1.3)
                                    ======            =====          =======         ======
</Table>

SEE NOTES TO FINANCIAL STATEMENTS.

                                       23
<Page>
NOTES TO FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ING Insurance Company of America ("IICA", or the "Company"), formerly known
    as Aetna Insurance Company of America ("AICA"), is a provider of financial
    services in the United States. The Company is a wholly-owned subsidiary of
    ING Life Insurance and Annuity Company ("ILIAC"), formerly known as Aetna
    Life Insurance and Annuity Company ("ALIAC"). ILIAC is a wholly-owned
    subsidiary of Aetna Retirement Holdings, Inc. ("HOLDCO"). HOLDCO is a
    wholly-owned subsidiary of Aetna Retirement Services, Inc. ("ARSI"), whose
    ultimate parent is ING Groep N.V. ("ING").

    The Company has one operating segment and all revenue reported by the
    Company comes from external customers.

    BASIS OF PRESENTATION

    These financial statements have been prepared in conformity with accounting
    principles generally accepted in the United States of America. Certain
    reclassifications have been made to 2000 and 1999 financial information to
    conform to the 2001 presentation.

    On December 13, 2000, ING America Insurance Holdings, Inc., an indirect
    wholly-owned subsidiary of ING, acquired Aetna Inc., comprised of the Aetna
    Financial Services business, of which the Company is a part, and the Aetna
    International business, for approximately $7.7 billion. The purchase price
    was comprised of approximately $5.0 billion in cash and the assumption of
    $2.7 billion of outstanding debt and other net liabilities. In connection
    with the acquisition, Aetna Inc. was renamed Lion Connecticut Holdings Inc.
    ("Lion"). At the time of the sale, Lion entered into certain transition
    services agreements with a former related party, Aetna U.S. Healthcare which
    was renamed Aetna Inc. ("former Aetna").

    For accounting purposes, the acquisition was recorded as of November 30,
    2000 using the purchase method. The effects of this transaction, including
    the recognition of goodwill, were pushed down and reflected on the financial
    statements of certain ARSI (a subsidiary of Lion) subsidiaries, including
    the Company. The Balance Sheet changes related to accounting for this
    purchase were entirely non-cash in nature and accordingly have been excluded
    from the pre-acquisition Statements of Cash Flows for the eleven months
    ended November 30, 2000.

    The purchase price was allocated to assets and liabilities based on their
    respective fair values. This revaluation resulted in a net increase to
    assets, excluding the effects of goodwill, of $3.2 million and a net
    increase to liabilities of $1.1 million. Additionally, the Company
    established goodwill of $98.9 million. Goodwill was being amortized over a
    period of 40 years (refer to "Future Accounting Standard" within Note 1).

    The allocation of the purchase price to assets and liabilities has been
    subjected to further refinement throughout 2001 as additional information
    has become available to more precisely

                                       24
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    estimate the fair values of the Company's respective assets and liabilities
    at the purchase date. The refinements to the Company's purchase price
    allocations are as follows:

    The Company completed a full review relative to the assumptions and profit
    streams utilized in the development of value of business acquired ("VOBA")
    and determined that certain refinements were necessary. Such refinements
    resulted in a reduction of VOBA;

    The Company, after giving further consideration to certain exposures in the
    general marketplace, determined that a reduction of its investment portfolio
    carrying value was warranted; and

    The Company adjusted its reserves for policyholder funds left with the
    company in order to conform its accounting policies with those of ING.

    The net impact of the refinements in purchase price allocations, as
    described above, resulted in a net decrease to assets, excluding the effects
    of goodwill, of $9.4 million, a net decrease to liabilities of $3.9 million,
    and a net increase to the Company's goodwill of $5.5 million.

    Unaudited pro forma consolidated net income for the period from the January
    1, 2000 to November 30, 2000 and for the year-ended December 31, 1999,
    assuming that the acquisition of the Company occurred at the beginning of
    each period, would have been approximately $5.5 million and $2.9 million,
    respectively. The pro forma adjustments, which do not affect revenues,
    primarily reflect goodwill amortization.

    NEW ACCOUNTING STANDARD

    ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

    In June 1998, the Financial Accounting Standards Board ("FASB") issued
    Financial Accounting Standard ("FAS") No. 133, Accounting for Derivative
    Instruments and Hedging Activities, as amended and interpreted by FAS No.
    137, Accounting for Derivative Instruments and Hedging Activities --
    Deferral of the Effective Date of FASB Statement No. 133, FAS No. 138,
    Accounting for Certain Derivative Instruments and Certain Hedging
    Activities -- an Amendment of FASB No. 133, and certain FAS No. 133
    implementation issues. This standard, as amended, requires companies to
    record all derivatives on the balance sheet as either assets or liabilities
    and measure those instruments at fair value. The manner in which companies
    are to record gains or losses resulting from changes in the fair values of
    those derivatives depends on the use of the derivative and whether it
    qualifies for hedge accounting. FAS 133 was effective for the Company's
    financial statements beginning January 1, 2001.

    Adoption of FAS No. 133 did not have a material effect on the Company's
    financial position or results of operations given the Company's limited
    derivative and embedded derivative holdings.

                                       25
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    FUTURE ACCOUNTING STANDARD

    ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

    In July 2001, the FASB issued FAS No. 142, Accounting for Goodwill and
    Intangible Assets. Under the new standard, goodwill and intangible assets
    deemed to have indefinite lives will no longer be amortized but will be
    subject to annual impairment tests in accordance with the new standard.
    Other intangible assets will continue to be amortized over their useful
    lives.

    The Company will apply the new rules on the accounting for goodwill and
    other intangible assets beginning in the first quarter of 2002. Application
    of the nonamortization provisions of the new standard is expected to result
    in an increase in net income; however, the Company is still assessing the
    impact of the new standard. During 2002, the Company will perform the
    required impairment tests of goodwill as of January 1, 2002 and has not yet
    determined what the effect of these tests will be on the earnings and
    financial position of the Company.

    USE OF ESTIMATES

    The preparation of financial statements in conformity with accounting
    principles generally accepted in the United States of America requires
    management to make estimates and assumptions that affect the amounts
    reported in the financial statements and accompanying notes. Actual results
    could differ from reported results using those estimates.

    CASH AND CASH EQUIVALENTS

    Cash and cash equivalents include cash on hand, money market instruments and
    other debt issues with a maturity of 90 days or less when purchased.

    INVESTMENTS

    Debt and equity securities are classified as available for sale and carried
    at fair value. Securities are written down (as realized capital losses) for
    other than temporary declines in value. Included in available-for-sale
    securities are investments that support experience-rated products.

    Experience-rated products are products where the customer, not the Company,
    assumes investment (including realized capital gains and losses on the sale
    of invested assets) and other risks subject to, among other things,
    principal and interest guarantees. Realized capital gains and losses on
    sales of, and unrealized capital gains and losses on, investments supporting
    these products are reflected in policyholder's funds left with the Company.

    Realized capital gains and losses on all other investments are reflected in
    the Company's results of operations. Unrealized capital gains and losses on
    all other investments are reflected in shareholders' equity, net of related
    income taxes. Purchases and sales of debt and equity securities are recorded
    on the trade date.

                                       26
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Fair values for debt and equity securities are based on quoted market prices
    or dealer quotations. Where quoted market prices or dealer quotations are
    not available, fair values are measured utilizing quoted market prices for
    similar securities or by using discounted cash flow methods.

    Short-term investments, consisting of money market instruments and other
    debt issues purchased with an original maturity of 91 days to one year, are
    considered available for sale and are carried at fair value, which
    approximates amortized cost.

    Cost for mortgage-backed securities is adjusted for unamortized premiums and
    discounts, which are amortized using the interest method over the estimated
    remaining term of the securities, adjusted for anticipated prepayments. The
    Company does not accrue interest on problem debt securities when management
    believes the collection of interest is unlikely.

    The Company engages in securities lending whereby certain domestic
    securities from its portfolio are loaned to other institutions for short
    periods of time. Initial collateral, primarily cash, is required at a rate
    of 102% of the market value of loaned domestic securities. The collateral is
    deposited by the borrower with a lending agent, and retained and invested by
    the lending agent according to the Company's guidelines to generate
    additional income. The market value of the loaned securities is monitored on
    a daily basis with additional collateral obtained or refunded as the market
    value of the loaned securities fluctuates.

    In September 2000, the FASB issued FAS No. 140, Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of Liabilities. In
    accordance with this new standard, general account securities on loan are
    reflected on the balance sheet as "Securities pledged to creditors," which
    includes the following:

<Table>
<Caption>
                                                Gross       Gross
                                   Amortized  Unrealized  Unrealized  Fair
   December 31, 2001 (Millions)      Cost       Gains       Losses    Value
   <S>                             <C>        <C>         <C>         <C>
   ------------------------------------------------------------------------
   Total securities pledged to
     creditors                       $7.8        $ --        $ --     $7.8
   ------------------------------------------------------------------------
   ------------------------------------------------------------------------

<Caption>
                                                Gross       Gross
                                   Amortized  Unrealized  Unrealized  Fair
   December 31, 2000 (Millions)      Cost       Gains       Losses    Value
   <S>                             <C>        <C>         <C>         <C>
   ------------------------------------------------------------------------
   Debt securities                   $5.7        $0.1        $ --     $5.8
   Short-term investments             2.3          --          --      2.3
   ------------------------------------------------------------------------
   Total securities pledged to
     creditors                       $8.0        $0.1        $ --     $8.1
   ------------------------------------------------------------------------
   ------------------------------------------------------------------------
</Table>

    At December 31, 2001, securities pledged to creditors consisted entirely of
    debt securities.

    GOODWILL

    Goodwill, which represents the excess of cost over the fair value of net
    assets acquired, was amortized on a straight-line basis over 40 years.

                                       27
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    The Company will adopt FAS 142, Accounting for Goodwill and Intangible
    Assets, for 2002 and will change its method of accounting for goodwill
    accordingly. Refer to "Future Accounting Standard" within Note 1 for related
    information regarding accounting for goodwill.

    DEFERRED POLICY ACQUISITION COSTS

    Certain costs of acquiring certain insurance business are deferred. These
    costs, all of which vary with and are primarily related to the production of
    new and renewal business, consist principally of commissions, certain
    expenses of underwriting and issuing contracts, and certain agency expenses.
    For certain annuity contracts, such costs are amortized in proportion to
    estimated gross profits and adjusted to reflect actual gross profits over
    the life of the contracts (up to 30 years for annuity and pension
    contracts).

    Periodically, modifications may be made to deferred annuity contract
    features, such as shortening the surrender charge period or waiving the
    surrender charge, or changing the mortality and expense fees. Unamortized
    deferred policy acquisition costs associated with these modified contracts
    are not written off, but rather, continue to be associated with the original
    block of business to which these costs were previously recorded. Such costs
    are amortized based on revised estimates of expected gross profits based
    upon the contract after the modification.

    Deferred policy acquisition costs are written off to the extent that it is
    determined that gross profits are not adequate to cover related expenses.

    VALUE OF BUSINESS ACQUIRED

    VOBA is an asset and represents the present value of estimated net cash
    flows embedded in the Company's contracts acquired by ING. VOBA is amortized
    in proportion to estimated gross profits and adjusted to reflect actual
    gross profits over the life of the contracts (up to 30 years for annuity
    contracts). VOBA is written off to the extent that it is determined that
    gross profits are not adequate to recover the asset.

    Activity for the year-ended December 31, 2001 within VOBA was as follows:

<Table>
<Caption>
   (Millions)
   <S>                                                 <C>
   --------------------------------------------------------
   Balance at December 31, 2000                        $58.7
   Adjustment of allocation of purchase price          (7.6)
   Additions                                            0.2
   Interest accrued at 7%                               3.3
   Amortization                                        (8.1)
   --------------------------------------------------------
   Balance at December 31, 2001                        $46.5
   --------------------------------------------------------
   --------------------------------------------------------
</Table>

    The estimated amount of VOBA to be amortized, net of interest, over the next
    five years is $8.0 million, $6.7 million, $6.6 million, $5.4 million and
    $3.9 million for the years 2002, 2003, 2004,

                                       28
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    2005, and 2006 respectively. Actual amortization incurred during these years
    may vary as assumptions are modified to incorporate actual results.

    RESERVES

    Reserves for limited payment contracts (i.e., annuities with life contingent
    payout) are computed on the basis of assumed investment yield and mortality,
    including a margin for adverse deviation which is assumed to provide for
    expenses. The assumptions vary by plan, year of issue and policy duration.

    Policyholders' funds left with the Company include reserves for deferred
    annuity investment contracts and immediate annuities without life contingent
    payouts. Reserves on such contracts are equal to cumulative deposits less
    charges and withdrawals plus credited interest thereon (rates range from
    4.60% to 9.00% for 2001 and from 3.80% to 8.00% for 2000 and 1999), net of
    adjustments for investment experience that the Company is entitled to
    reflect in future credited interest. These reserves also include unrealized
    gains/losses related to FAS No. 115. Reserves on contracts subject to
    experience rating reflect the rights of contractholders, plan participants
    and the Company.

    REVENUE RECOGNITION

    For certain annuity contracts, charges assessed against policyholders' funds
    for the cost of insurance, surrender charges, actuarial margin and other
    fees are recorded as revenue in charges assessed against policyholders.
    Other amounts received for these contracts are reflected as deposits and are
    not recorded as revenue. Related policy benefits are recorded in relation to
    the associated premiums or gross profit so that profits are recognized over
    the expected lives of the contracts.

    SEPARATE ACCOUNTS

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

    Separate Account assets supporting variable options under annuity contracts
    are invested, as designated by the contractholder or participant under a
    contract (who bears the investment risk subject, in limited cases, to
    minimum guaranteed rates) in shares of mutual funds which are managed by an
    affiliate of the Company, or other selected unaffiliated mutual funds.

    Separate Accounts assets are carried at fair value. At December 31, 2001
    unrealized gains of $1.1 million, after taxes, on assets supporting a
    guaranteed interest option are reflected in shareholder's equity. The
    amounts in 2000 were immaterial.

                                       29
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Separate Accounts liabilities are carried at fair value, except for those
    relating to the guaranteed interest option. Reserves relating to the
    guaranteed interest option are maintained at fund value and reflect interest
    credited at rates ranging from 3.00% to 14.00% in 2001 and 3.80% to 14.00%
    in 2000.

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

    TAXES

    The Company files a consolidated federal income tax return with its parent,
    ILIAC. The Company is taxed at regular corporate rates after adjusting
    income reported for financial statement purposes for certain items. Deferred
    income tax expenses/benefits result from changes during the year in
    cumulative temporary differences between the tax basis and book basis of
    assets and liabilities.

2.  INVESTMENTS

    Debt securities available-for-sale at December 31, 2001 were as follows:

<Table>
<Caption>
                                                Gross       Gross
                                   Amortized  Unrealized  Unrealized    Fair
   (Millions)                        Cost       Gains       Losses     Value
   <S>                             <C>        <C>         <C>         <C>
   ---------------------------------------------------------------------------
   U.S. government and government
     agencies and authorities       $ 13.5       $0.3        $ --      $ 13.8

   U.S. corporate securities:
       Public utilities                2.4        0.1          --         2.5
       Other corporate                83.0        2.6         0.1        85.5
   ---------------------------------------------------------------------------
     Total U.S. corporate
       securities                     85.4        2.7         0.1        88.0
   ---------------------------------------------------------------------------
   Mortgage-backed securities         13.9        0.6          --        14.5
   ---------------------------------------------------------------------------
   Other asset-backed securities      15.2        0.7          --        15.9
   ---------------------------------------------------------------------------
   Total debt securities,
     including debt Securities
     pledged to creditors            128.0        4.3         0.1       132.2
   ---------------------------------------------------------------------------
   Less: debt securities pledged
     to creditors                      7.8         --          --         7.8
   ---------------------------------------------------------------------------
   Debt securities                  $120.2       $4.3        $0.1      $124.4
   ---------------------------------------------------------------------------
   ---------------------------------------------------------------------------
</Table>

                                       30
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

2.  INVESTMENTS (continued)

    Debt securities available-for-sale at December 31, 2000 were as follows:

<Table>
<Caption>
                                                Gross       Gross
                                   Amortized  Unrealized  Unrealized    Fair
   (Millions)                        Cost       Gains       Losses     Value
   <S>                             <C>        <C>         <C>         <C>
   ---------------------------------------------------------------------------
   U.S. government and government
     agencies and authorities       $ 14.4       $0.4        $ --      $ 14.8

   U.S. corporate securities:
       Public utilities                3.8         --         0.1         3.7
       Other corporate                71.0        1.2         1.5        70.7
   ---------------------------------------------------------------------------
     Total U.S. corporate
       securities                     74.8        1.2         1.6        74.4
   ---------------------------------------------------------------------------
   Foreign securities:
       Government                      1.0        0.1          --         1.1
   ---------------------------------------------------------------------------
     Total foreign securities          1.0        0.1          --         1.1
   ---------------------------------------------------------------------------
   Mortgage-backed securities         30.7        0.6         0.1        31.2
   ---------------------------------------------------------------------------
   Other asset-backed securities      10.6        0.2          --        10.8
   ---------------------------------------------------------------------------
   Total debt securities,
     including debt Securities
     pledged to creditors            131.5        2.5         1.7       132.3
   ---------------------------------------------------------------------------
   Less: debt securities pledged
     to creditors                      5.7        0.1          --         5.8
   ---------------------------------------------------------------------------
   Debt securities                  $125.8       $2.4        $1.7      $126.5
   ---------------------------------------------------------------------------
   ---------------------------------------------------------------------------
</Table>

    As of December 31, 2001 and 2000, net unrealized appreciation (depreciation)
    of $4.2 million and $0.8 million, respectively, on available-for-sale debt
    securities pledged to creditors included $3.9 million and $(4.5) million,
    respectively, related to experience-rated contracts, which were not
    reflected in shareholder's equity but in policyholders' funds left with the
    Company.

    The amortized cost and fair value of total debt securities for the
    year-ended December 31, 2001 are shown below by contractual maturity. Actual
    maturities may differ from contractual maturities because securities may be
    restructured, called or prepaid.

<Table>
<Caption>
                                             Amortized   Fair
   (Millions)                                  Cost      Value
   <S>                                       <C>        <C>
   ------------------------------------------------------------
   Due to mature:
     One year or less                         $  9.5    $  9.7
     After one year through five years          30.5      31.6
     After five years through ten years         39.8      40.6
     After ten years                            19.1      19.9
     Mortgage-backed securities                 13.9      14.5
     Other asset-backed securities              15.2      15.9
     Less: debt securities pledged to
       creditors                                 7.8       7.8
   ------------------------------------------------------------
     Debt securities                          $120.2    $124.4
   ------------------------------------------------------------
   ------------------------------------------------------------
</Table>

                                       31
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

2.  INVESTMENTS (continued)

    At December 31, 2001 and 2000, debt securities carried at fair values of
    $5.8 million and $5.7 million, respectively, were on deposit as required by
    various state regulatory agencies.

    Investments in equity securities available for sale as of December 31, were
    as follows:

<Table>
<Caption>
   (Millions)                                          2000
   <S>                                                 <C>
   ---------------------------------------------------------
   Cost                                                $ 1.1
   Gross unrealized losses                              (0.1)
   ---------------------------------------------------------
   Fair value                                          $ 1.0
   ---------------------------------------------------------
   ---------------------------------------------------------
</Table>

    There were no investments in equity securities at December 31, 2001.

    The Company does not have any investments in a single issuer, other than
    obligations of the U.S. government, with a carrying value in excess of 10%
    of the Company's shareholder's equity at December 31, 2001.

3.  FINANCIAL INSTRUMENTS

    ESTIMATED FAIR VALUE

    The carrying values and estimated fair values of the Company's investment
    contract liabilities at December 31, 2001 and 2000 were as follows:

<Table>
<Caption>
                                         2001              2000
                                   ----------------  ----------------
                                   Carrying   Fair   Carrying   Fair
   (Millions)                       Value    Value    Value    Value
   <S>                             <C>       <C>     <C>       <C>
   ------------------------------------------------------------------
   Investment contract
     liabilities:
     With a fixed maturity          $ 1.6    $ 1.7    $  1.0   $  1.1
     Without a fixed maturity       $94.0    $92.2    $109.3   $106.2
   ------------------------------------------------------------------
</Table>

    Fair value estimates are made at a specific point in time, based on
    available market information and judgments about the financial instrument,
    such as estimates of timing and amount of future cash flows. Such estimates
    do not reflect any premium or discount that could result from offering for
    sale at one time the Company's entire holdings of a particular financial
    instrument, nor do they consider the tax impact of the realization of
    unrealized gains or losses. In many cases, the fair value estimates cannot
    be substantiated by comparison to independent markets, nor can the disclosed
    value be realized in immediate settlement of the instrument. In evaluating
    the Company's management of interest rate, price and liquidity risks, the
    fair values of all assets and liabilities should be taken into
    consideration, not only those presented above.

                                       32
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

3.  FINANCIAL INSTRUMENTS (continued)

    The following valuation methods and assumptions were used by the Company in
    estimating the fair value of the above financial instruments:

    INVESTMENT CONTRACT LIABILITIES (INCLUDED IN POLICYHOLDERS' FUNDS LEFT WITH
    THE COMPANY):

    WITH A FIXED MATURITY: Fair value is estimated by discounting cash flows at
    interest rates currently being offered by, or available to, the Company for
    similar contracts.

    WITHOUT A FIXED MATURITY: Fair value is estimated as the amount payable to
    the contractholder upon demand. However, the Company has the right under
    such contracts to delay payment of withdrawals which may ultimately result
    in paying an amount different than hat determined to be payable.

    OFF-BALANCE-SHEET AND OTHER FINANCIAL INSTRUMENTS

    The Company did not have any transactions in off-balance-sheet or other
    financial instruments in 2001 or 2000.

4.  NET INVESTMENT INCOME

    Sources of net investment income were as follows:

<Table>
<Caption>
                                                                             Preacquisition
                                                                     ------------------------------
                                                       One month     Eleven months
                                     Year-ended          ended           ended        Year-ended
                                    December 31,     December 31,    November 30,    December 31,
   (Millions)                           2001             2000            2000            1999
   <S>                             <C>              <C>              <C>            <C>
   ------------------------------------------------------------------------------------------------
   Debt securities                      $ 8.9            $0.8            $ 8.3           $ 9.4
   Nonredeemable preferred stock           --              --              0.1             0.1
   Cash equivalents                       0.5             0.1              0.9             0.7
   Short-term investments                  --              --              0.1              --
   Other                                  1.0             0.1              0.9             0.8
   ------------------------------------------------------------------------------------------------
   Gross investment income               10.4             1.0             10.3            11.0
   Less: investment expenses              0.5              --              0.1             0.1
   ------------------------------------------------------------------------------------------------
   Net investment income                $ 9.9            $1.0            $10.2           $10.9
   ------------------------------------------------------------------------------------------------
   ------------------------------------------------------------------------------------------------
</Table>

    Net investment income includes amounts allocable to experience-rated
    contractholders of $7.3 million for the year-ended December 31, 2001, $0.7
    million and $8.2 million for the one and eleven month periods ended December
    31, 2000 and November 30, 2000, respectively, and $8.6 million for the
    year-ended December 31, 1999, respectively. Interest credited to
    contractholders is included in current and future benefits.

                                       33
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

5.  DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY

    Effective January 5, 2000 the Company changed its state of domicile from
    Connecticut to Florida. All dividends paid to ILIAC by the Company must be
    approved in advance by the Insurance Commissioner of the State of Florida.
    Prior to January 5, 2000 the Company was domiciled in the State of
    Connecticut.

    For the years-ended December 31, 2001 and 1999 the Company did not pay any
    dividends to ILIAC. For the year-ended December 31, 2000, the Company paid a
    dividend to ILIAC of $2.4 million relating to the Florida redomestication.
    In order to comply with Florida state law, the par value of the Company's
    common stock was changed from $2,000 per share to $100 per share at the time
    of redomestication. The Company also amended its articles of incorporation
    and authorized additional shares of capital stock, which were purchased by
    its parent. This transaction had no effect on the value of the Company's
    common capital stock or total shareholder's equity.

    The Insurance Departments of the State of Florida and the State of
    Connecticut recognize as net income and capital and surplus, those amounts
    determined in conformity with statutory accounting practices prescribed or
    permitted by the respective Departments, which differ in certain respects
    from accounting principles generally accepted in the United States of
    America. Statutory net income (loss) was $1.1 million, $5.7 million, and
    $(0.1) million for the years-ended December 31, 2001, 2000 and 1999,
    respectively. Statutory capital and surplus was $59.7 million and $57.3
    million as of December 31, 2001 and 2000, respectively.

    The Company has entered into support agreements with ILIAC under which ILIAC
    has agreed to cause the Company to have sufficient capital to meet a certain
    capital and surplus level. The Company received no capital contributions
    relating to these agreements in 2001, 2000, or 1999

    As of December 31, 2001, the Company does not utilize any statutory
    accounting practices which are not prescribed by state regulatory
    authorities that, individually or in the aggregate, materially affect
    statutory capital and surplus.

    For 2001, the Company was required to implement statutory accounting changes
    ratified by the National Association of Insurance Commissioners and state
    insurance departments ("Codification"). The cumulative effect of
    Codification to the Company's statutory surplus as of December 31, 2001 was
    an increase of $1.2 million.

6.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS

    Realized capital gains or losses are the difference between the carrying
    value and sale proceeds of specific investments sold.

                                       34
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

6.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (continued)

    Proceeds from the sale of available-for-sale debt securities and the related
    gross gains and losses (excluding those related to experience rated
    contractholders in 2001, 2000 and 1999) were as follows:

<Table>
<Caption>
                                                                             Preacquisition
                                                                     ------------------------------
                                                       One month     Eleven months
                                     Year-ended          ended           ended        Year-ended
                                    December 31,     December 31,    November 30,    December 31,
   (Millions)                           2001             2000            2000            1999
   <S>                             <C>              <C>              <C>            <C>
   ------------------------------------------------------------------------------------------------
   Proceeds on sales                    $67.6            $ --           $148.3           $34.2
   Gross gains                            0.9              --              0.2             0.2
   Gross losses                            --              --              1.0             0.5
   ------------------------------------------------------------------------------------------------
</Table>

    Net realized capital gains (losses) of $1.3 million, $(1.1) million and
    $(1.1) million, respectively, allocable to experience-rated contracts, were
    deducted from net realized capital gains and losses and an offsetting amount
    was reflected in policyholders' funds left with the Company for the
    year-ended December 31, 2001, eleven months ended November 30, 2000 and
    year-ended December 31, 1999, respectively. The amounts for one month ended
    December 31, 2000 were immaterial. Net unamortized losses were
    $(1.1) million, $(1.9) million and $(1.0) million for the year ended
    December 31, 2001, eleven months ended November 30, 2000 and year-ended
    December 31, 1999, respectively. Net amortized losses for the one month
    ended December 31, 2000 were not significant.

    Changes in shareholder's equity related to changes in accumulated other
    comprehensive income (loss) (i.e., unrealized capital gains and losses on
    securities including securities pledged to creditors), were as follows:

<Table>
<Caption>
   (Millions)                           2001  2000  1999
   <S>                                  <C>   <C>   <C>
   ------------------------------------------------------
   Debt securities                      $--   $0.3  $(0.3)
   Equity securities                    0.1    --      --
   Other                                1.6   2.5    (4.1)
   ------------------------------------------------------
     Subtotal                           1.7   2.8    (4.4)
   ------------------------------------------------------
   Increase in deferred income taxes
     (see Note 7)                       0.6   1.0    (1.6)
   ------------------------------------------------------
   Net changes in accumulated other
     comprehensive income (loss)        $1.1  $1.8  $(2.8)
   ------------------------------------------------------
   ------------------------------------------------------
</Table>

    Net unrealized capital gains allocable to experienced rated contracts of
    $3.9 million and $0.5 million at December 31, 2001 and 2000, respectively,
    are reflected on the Balance Sheets in policyholders' funds left with the
    Company and are not included in shareholder's equity.

                                       35
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

6.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (continued)

    Shareholder's equity included the following accumulated other comprehensive
    income, which is net of amounts allocable to experience rated
    contractholders, at December 31:

<Table>
<Caption>
   (Millions)                                2001  2000
   <S>                                       <C>   <C>
   -----------------------------------------------------
   Net unrealized capital gains (losses):
     Debt securities                         $0.3  $ 0.3
     Equity securities                        --    (0.1)
     Other                                   1.7     0.1
   -----------------------------------------------------
                                             2.0     0.3
   -----------------------------------------------------
     Less: deferred federal income taxes
       (benefits) (see Note 7)               0.7     0.1
   -----------------------------------------------------
     Net accumulated other comprehensive
       income (loss)                         $1.3  $ 0.2
   -----------------------------------------------------
   -----------------------------------------------------
</Table>

    Changes in accumulated other comprehensive income related to changes in
    unrealized gains (losses) (excluding those related to experience-rated
    contractholders) on securities including securities pledged to creditors
    were as follows:

<Table>
<Caption>
   (Millions)                           2001  2000   1999
   <S>                                  <C>   <C>    <C>
   -------------------------------------------------------
   Unrealized holding gains (losses)
     arising during the period (1)      $1.7  $ 1.2  $(2.9)
   Less: reclassification adjustment
     for gains and other items
     included in net income (2)         0.6    (0.6)  (0.1)
   -------------------------------------------------------
   Net unrealized gains (losses) on
     securities                         $1.1  $ 1.8  $(2.8)
   -------------------------------------------------------
   -------------------------------------------------------
</Table>

 (1)  Pretax unrealized holding gains (losses) arising during the period
      were $2.6 million $1.8 million and $(4.5) million for 2001, 2000, and
      1999, respectively.
 (2)  Pretax reclassification adjustments for gains (losses) and other items
      included in net income were $0.9 million, $(1.0) million and
      $(0.2) million for 2001, 2000 and 1999, respectively.

7.  INCOME TAXES

    The Company files a consolidated federal income tax return with the ILIAC
    consolidated group. The Company has a tax allocation agreement with ILIAC
    whereby the Company is charged by its parent for taxes it would have
    incurred were it not a member of the consolidated group and is credited for
    losses at the statutory rate.

                                       36
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

7.  INCOME TAXES (continued)

    Income taxes consist of:

<Table>
<Caption>
                                                                             Preacquisition
                                                                     ------------------------------
                                                       One month     Eleven months
                                     Year-ended          ended           ended        Year-ended
                                    December 31,     December 31,    November 30,    December 31,
   (Millions)                           2001             2000            2000            1999
   <S>                             <C>              <C>              <C>            <C>
   ------------------------------------------------------------------------------------------------
   Current taxes (benefits):
       Federal                          $1.6             $(0.4)          $ 0.6           $(0.3)
       Net realized capital gains
         (losses)                        0.2                --            (0.4)           (0.4)
   ------------------------------------------------------------------------------------------------
     Total current taxes
       (benefits)                        1.8              (0.4)            0.2            (0.7)
   ------------------------------------------------------------------------------------------------
   Deferred taxes:
       Federal                           1.8               0.7             2.3             3.1
       Net realized capital gains        0.1                --             0.1             0.3
   ------------------------------------------------------------------------------------------------
     Total deferred taxes                1.9               0.7             2.4             3.4
   ------------------------------------------------------------------------------------------------
   Total                                $3.7             $ 0.3           $ 2.6           $ 2.7
   ------------------------------------------------------------------------------------------------
   ------------------------------------------------------------------------------------------------
</Table>

    Income taxes were different from the amount computed by applying the federal
    income tax rate to income before income taxes for the following reasons:

<Table>
<Caption>
                                                                             Preacquisition
                                                                     ------------------------------
                                                       One month     Eleven months
                                     Year-ended          ended           ended        Year-ended
                                    December 31,     December 31,    November 30,    December 31,
   (Millions)                           2001             2000            2000            1999
   <S>                             <C>              <C>              <C>            <C>
   ------------------------------------------------------------------------------------------------
   Income before income taxes           $ 8.6            $0.9            $10.4           $ 8.1
   Tax rate                                35%             35%              35%             35%
   ------------------------------------------------------------------------------------------------
   Application of the tax rate            3.0             0.3              3.7             2.8
   Tax effect of:
     Excludable dividends                (0.2)             --             (1.0)           (0.1)
     Goodwill amortization                0.9              --               --              --
     Other, net                            --              --             (0.1)             --
   ------------------------------------------------------------------------------------------------
       Income taxes                     $ 3.7            $0.3            $ 2.6           $ 2.7
   ------------------------------------------------------------------------------------------------
   ------------------------------------------------------------------------------------------------
</Table>

                                       37
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

7.  INCOME TAXES (continued)

    The tax effects of temporary differences that give rise to deferred tax
    assets and deferred tax liabilities at December 31 are presented below:

<Table>
<Caption>
   (Millions)                                2001   2000
   <S>                                       <C>    <C>
   ------------------------------------------------------
   Deferred tax assets:
     Policyholders' funds left with the
       Company                               $ 7.1  $ 9.6
     Deferred policy acquisition costs         2.5    3.3
     Unrealized gains allocable to
       experience-rated contracts              1.4    0.2
     Guaranty fund assessments                 0.1    0.1
     Other                                      --     --
   ------------------------------------------------------
   Total gross assets                         11.1   13.2
   ------------------------------------------------------
   Deferred tax liabilities:
     Value of business acquired               16.3   20.6
     Net unrealized capital gains              2.1    0.3
     Other                                     0.1    0.1
   ------------------------------------------------------
   Total gross liabilities                    18.5   21.0
   ------------------------------------------------------
   Net deferred tax liability                $ 7.4  $ 7.8
   ------------------------------------------------------
   ------------------------------------------------------
</Table>

    Net unrealized capital gains and losses are presented in shareholder's
    equity net of deferred taxes.

    The Internal Revenue Service (the "Service") has completed examinations of
    the federal income tax returns of the Company through 1997. Discussions are
    being held with the Service with respect to proposed adjustments. Management
    believes there are adequate defenses against, or sufficient reserves to
    provide for, any such adjustments. The Service has commenced its
    examinations for the years 1998 through 2000.

8.  BENEFIT PLANS

    The Company utilizes the employees of ING and its affiliates, primarily
    ILIAC. The benefit plan charges allocated to the Company were not
    significant for each of the years-ended December 31, 2001, 2000 and 1999.

    As of December 31, 2001, the qualified defined benefit pension plan offered
    by ILIAC ("Transition Pension Plan") to its employees was merged into the
    ING Americas Retirement Plan. Accordingly, ILIAC transferred the net plan
    assets of the Transition Pension Plan to ING North America Insurance
    Corporation, the new plan sponsor, and recorded this transfer as a reduction
    of paid-in capital.

9.  RELATED PARTY TRANSACTIONS

    Substantially all of the administrative and support functions of the Company
    have been and, as of December 31, 2001, still are provided by former Aetna
    and its affiliates. These administrative and support functions are expected
    to be substantially moved to ING affiliates during 2002, in

                                       38
<Page>
NOTES TO FINANCIAL STATEMENTS (continued)

9.  RELATED PARTY TRANSACTIONS (continued)

    conjunction with the purchase of Aetna Inc. by ING AIH. The financial
    statements of the Company reflect allocated charges, at cost, for these
    functions based upon measures appropriate for the type and nature of
    function performed. Total charges allocated to the Company, including rent,
    salaries and other administrative expenses, were $1.1 million and
    $4.3 million for the years-ended December 31, 2001 and 2000, respectively.
    The Company capitalized $1.5 million as deferred policy acquisition costs in
    2000. The amount capitalized in 2001 was immaterial.

    The Company is compensated by the Separate Accounts for bearing mortality
    and expense risks and administrative expense risks pertaining to variable
    annuity contracts. Under the insurance contracts, the Separate Accounts pay
    the Company a daily fee which, on an annual basis, ranged from 1.00 % to
    1.40% for 2001 and from 1.00% to 1.40% and 1.25% to 1.40% for 2000 and 1999
    respectively, of their average daily net assets. The amount of compensation
    and fees received from the Separate Accounts, included in charges assessed
    against policyholders, amounted to $11.2 million, $14.8 million and
    $13.5 million for the years-ended December 31, 2001, 2000 and 1999,
    respectively.

    IICA maintains a loan agreement with ING America Insurance Holdings, Inc.
    ("ING AIH"), a Delaware corporation and affiliate, to facilitate the
    handling of unusual and/or unanticipated short-term cash requirements. Under
    this agreement, IICA can borrow up to 0.5% of its statutory admitted assets
    as of the prior December 31 from ING AIH. Interest on any IICA borrowings is
    charged at the rate of ING AIH's cost of funds for the interest period plus
    0.15%. Under this agreement, IICA incurred an immaterial amount of interest
    expense for the year-ended December 31, 2001. At December 31, 2001, IICA did
    not have any outstanding borrowings from ING AIH under this agreement.

    The Company received no capital contributions in 2001, 2000 and 1999.

    Aeltus Investment Management, Inc. ("Aeltus"), an affiliate of the Company,
    acted as adviser for the Company's general account assets through March 31,
    2001. The Company paid Aeltus an annual fee of 0.6% of the average daily net
    assets under management. The amount of such fees amounted $0.1 million for
    each of the years-ended December 31, 2000 and 1999. Effective April 1, 2001,
    this advisory responsibility was transitioned to ING Investment Management,
    LLC ("IIM"). In 2001, IIM was paid 0.5% of average daily net assets under
    management. The total amount of general account asset advisory fees paid for
    the year-ended December 31, 2001 was $0.3 million.

10. COMMITMENTS AND CONTINGENT LIABILITIES

    COMMITMENTS

    At December 31, 2001 and 2000, the Company had no commitments or contingent
    liabilities.

    LITIGATION

    The Company is not currently involved in any material litigation.

                                       39
<Page>
    QUARTERLY DATA (UNAUDITED)

<Table>
<Caption>
   2001 (Millions)                 First  Second  Third  Fourth
   <S>                             <C>    <C>     <C>    <C>
   ------------------------------------------------------------
   Total Revenue                   $6.7    $6.8   $5.5    $6.4
   ------------------------------------------------------------
   Income before income taxes      $1.5    $2.2   $0.7    $4.2
   Income Taxes                     0.8     0.9    0.1     1.9
   ------------------------------------------------------------
   Net income                      $0.7    $1.3   $0.6    $2.3
   ------------------------------------------------------------
   ------------------------------------------------------------

<Caption>
   2000 (Millions)                 First  Second  Third  Fourth (1)
   <S>                             <C>    <C>     <C>    <C>
   ----------------------------------------------------------------
   Total Revenue                   $7.1    $7.0   $8.1      $7.4
   ----------------------------------------------------------------
   Income before income taxes      $2.4    $2.4   $3.6      $2.9
   Income Taxes                     0.8     0.8    0.8       0.5
   ----------------------------------------------------------------
   Net Income                      $1.6    $1.6   $2.8      $2.4
   ----------------------------------------------------------------
   ----------------------------------------------------------------
</Table>

 (1)  Fourth quarter data reflects an aggregation of the pre acquisition
      period of the two months ended November 30, 2000 and the post
      acquisition period of the one month ended December 31, 2000.

                                       40
<Page>
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

          On May 3, 2001, the Company terminated the engagement of KPMG LLP
          ("KPMG") as its independent accountants. This decision was approved by
          the Board of Directors of the Company.

           The reports of KPMG on the Company's financial statements for the
           years ended December 31, 2000 and 1999, contained no adverse opinion
           or a disclaimer of opinion and were not qualified or modified as to
           uncertainty, audit scope or accounting principle. In connection with
           its audits for the years ended December 31, 2000 and 1999, and
           through May 3, 2001, there have been no disagreements with KPMG on
           any matter of accounting principles or practices, financial statement
           disclosure, or auditing scope or procedure, which disagreements, if
           not resolved to the satisfaction of KPMG, would have caused them to
           make reference thereto in their reports on the financial statements
           for such years. During the years ended December 31, 2000 and 1999,
           and through May 3, 2001, there were no reportable events as defined
           in Regulation S-K Item 304(a)(1)(v).

           On May 3, 2001, the Company engaged Ernst & Young LLP ("Ernst &
           Young") as its independent accountants for the fiscal year ending
           December 31, 2001, including interim periods. The engagement was
           approved by the Board of Directors of the Company. The Company has
           not consulted with Ernst & Young during the fiscal years ended
           December 31, 1999 and December 31, 2000 nor during the subsequent
           period to such date of engagement regarding either (i) the
           application of accounting principles to a specified transaction or
           transactions, either completed or proposed, or (ii) the type of audit
           opinions Ernst & Young might render on the Company's financial
           statements.

           A Form 8-K was filed on May 8, 2001 to disclose this change in
           certifying accountant.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          Omitted pursuant to General Instruction I(2) of Form 10-K.

ITEM 11.  EXECUTIVE COMPENSATION

          Omitted pursuant to General Instruction I(2) of Form 10-K.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          Omitted pursuant to General Instruction I(2) of Form 10-K.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Omitted pursuant to General Instruction I(2) of Form 10-K.

                                       41
<Page>
                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

<Table>
<S>   <C>   <C>
(a)   The following documents are filed as part of this report:

      1.    Financial statements. See Item 8 on Page 20

      2.    Financial statement schedules. See Index to Financial
            Statement Schedule on Page 44.

      3.    Exhibits:

            3(i)   Articles of Incorporation as restated January 1,
            2002.

            3(ii)  By-Laws, as amended and restated January 1, 2002.

      4.    Instruments Defining the Rights of Security Holders,
            Including Indentures (Annuity Contracts)

            Incorporated herein by reference to Registration Statement
            on Form N-4, File No. 33-80750, as amended and filed on
            April 23, 1997.

            Incorporated herein by reference to Registration Statement
            on Form N-4, File No. 33-59749, as filed on June 1, 1995.

            Incorporated herein by reference to Post-Effective Amendment
            No. 4 to Registration Statement on Form N-4, File No.
            33-59749, as filed on April 16, 1997.

            Incorporated herein by reference to Post-Effective Amendment
            No. 6 to Registration Statement on Form N-4, File No.
            33-59749, as filed on November 26, 1997.

            Incorporated herein by reference to Post-Effective Amendment
            No. 8 to Registration Statement on Form N-4, File No.
            33-59749, as filed on April 17, 1998.

            Incorporated herein by reference to Registration Statement
            on Form S-2, File No. 33-63657, as filed on October 25,
            1995.

            Incorporated herein by reference to Pre-Effective Amendment
            No. 3 to the Registration Statement on Form S-2, File No.
            33-63657, as filed on January 17, 1996.

            Incorporated herein by reference to Post-Effective Amendment
            No. 3 to Registration Statement on Form S-2, File No.
            33-63657, as filed on November 24, 1997.

      10.   Material Contracts (Management contracts / compensatory
            plans or arrangements)

      10.1  Amended and Restated Asset Purchase Agreement by and among
            Aetna Life Insurance Company, Aetna Life Insurance and
            Annuity Company, The Lincoln National Life Insurance Company
            and Lincoln Life & Annuity Company of New York, dated
            May 21, 1998, incorporated herein by reference to Aetna
            Life Insurance and Annuity Company's Form 10-Q filed on
            August 8, 1998.

      10.2  Distribution Agreement, dated as of December 13, 2000,
            between Lion Connecticut Holdings Inc. and Aetna Inc.,
            incorporated by reference to ALIAC's Form 10-K filed on
            March 30, 2001.
</Table>

                                       42
<Page>
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
          8-K (continued)

<Table>
<S>   <C>   <C>
      10.3  Employee Benefits Agreement, dated as of December 13, 2000,
            between Lion Connecticut Holdings Inc. and Aetna Inc.,
            incorporated by reference to ALIAC's Form 10-K filed on
            March 30, 2001.

      10.4  Tax Sharing Agreement, dated as of December 13, 2000, among
            Lion Connecticut Holdings Inc., Aetna Inc. and ING America
            Insurance Holdings, Inc., incorporated by reference to
            ALIAC's Form 10-K filed on March 30, 2001.

      10.5  Transition Services Agreement, dated as of December 13,
            2000, between Lion Connecticut Holdings Inc. and Aetna Inc.,
            incorporated by reference to ALIAC's Form 10-K filed on
            March 30, 2001.

      10.6  Lease Agreement, dated as of December 13, 2000, by and
            between Aetna Life Insurance Company and ING Life Insurance
            and Annuity Company, incorporated by reference to ALIAC's
            Form 10-K filed on March 30, 2001.

      10.7  Real Estate Services Agreement, dated as of December 13,
            2000, between Aetna Inc. and ING Life Insurance and Annuity
            Company, incorporated by reference to ALIAC's Form 10-K
            filed on March 30, 2001.

      10.8  10 State House Square Services Agreement, dated as of
            December 13, 2000, between Aetna Inc. and Lion Connecticut
            Holdings Inc., incorporated by reference to ALIAC's Form
            10-K filed on March 30, 2001.

      24.   Power of Attorney

            Filed with this Report immediately after Signature page.

      Exhibits other than these listed are omitted because they are not
      required or not applicable.

(b)   Reports on Form 8-K.

      None.
</Table>

                                       43
<Page>
                     INDEX TO FINANCIAL STATEMENT SCHEDULE

<Table>
<Caption>
                                                                     Page
                                                                     ----
<S>    <C>                                                           <C>

Independent Auditors' Report.......................................    45

III.   Supplementary Insurance Information as of and for the years
        ended December 31, 2001, 2000, and 1999....................    47
</Table>

Schedules other than those listed above are omitted because they are not
required or are not applicable.

                                       44
<Page>
                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
ING Insurance Company of America

We have audited the financial statements of ING Insurance Company of America
(formerly Aetna Insurance Company of America and hereafter referred to as the
Company), as of December 31, 2001, and for the year then ended, and have issued
our report thereon dated January 31, 2002. Our audit also included the financial
statement schedules listed in Item 14. These schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audit.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.

                                                         /s/ Ernst & Young LLP

Hartford, Connecticut
January 31, 2002

                                       45
<Page>
                          INDEPENDENT AUDITORS' REPORT

The Shareholder and Board of Directors
ING Insurance Company of America:

Under date of March 27, 2001, we reported on the balance sheet of ING Insurance
Company of America, formerly known as Aetna Insurance Company of America, as of
December 31, 2000, and the related statements of income, changes in
shareholder's equity and cash flows for the period from December 1, 2000 to
December 31, 2000 ("Successor Company"), and for the period from January 1, 2000
to November 30, 2000 and the year ended December 31, 1999 ("Preacquisition
Company"), as included herein. In connection with our audits of the
aforementioned financial statements, we also audited the related financial
statement schedule as listed in the accompanying index. The financial statement
schedule is the responsibility of the Companies' management. Our responsibility
is to express an opinion on the financial statement schedule based on our
audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

As discussed in Note 1 to the financial statements, effective November 30, 2000,
ING America Insurance Holdings Inc. acquired all of the outstanding stock of
Aetna Inc., Aetna Insurance Company of America's indirect parent and sole
shareholder in a business combination accounted for as a purchase. As a result
of the acquisition, the financial information for the periods after the
acquisition is presented on a different cost basis than that for the periods
before the acquisition and, therefore, is not comparable.

                                                            /s/ KPMG LLP

Hartford, Connecticut
March 27, 2001

                                       46
<Page>
                                  SCHEDULE III
                      Supplementary Insurance Information
         As of and for the years ended December 31, 2001, 2000 and 1999
                                 (in millions)

<Table>
<Caption>
                                                                                        Amortization
                                                                                        of deferred
                                                                                           policy
                                         Policy-                                        acquisition
                            Deferred     holders'                                        costs and
                             policy     funds left     Net                   Current      value of      Other
                           acquisition   with the   Investment    Other     and future    business    operating
                              costs      Company    Income (1)  income (2)   benefits     acquired    expenses
<S>                        <C>          <C>         <C>         <C>         <C>         <C>           <C>
---------------------------------------------------------------------------------------------------------------
2001                          $ 0.8       $ 95.6      $ 9.9       $15.5        $7.2         $4.8        $2.2
---------------------------------------------------------------------------------------------------------------

2000 (3)                      $  --       $110.3      $11.2       $18.4        $7.4         $5.7        $5.2
---------------------------------------------------------------------------------------------------------------

1999                          $58.8       $138.8      $10.9       $16.7        $8.0         $4.6        $6.9
---------------------------------------------------------------------------------------------------------------
</Table>

  (1)  The allocation of net investment income is based upon the investment
       year method or specific identification of certain portfolios within
       specific segments.
  (2)  Amounts include other income, realized capital gains and losses and
       charges assessed against policyholders.
  (3)  Financial data for the year ended December 31, 2000 represents an
       aggregation of the pre-acquisition period of the eleven months ended
       November 30, 2000 and the post acquisition period of the one month ended
       December 31, 2000.

                                       47
<Page>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                         ING INSURANCE COMPANY OF AMERICA
                                         (Registrant)

 Date:   March 28, 2002                  By    /s/ Deborah Koltenuk
         ---------------------                 ---------------------
                                               Deborah Koltenuk
                                               Vice President and Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on March 28, 2002.

<Table>
<Caption>
                  SIGNATURES                                       TITLE
 <S>    <C>                                       <C>
 *
 ---------------------------------------------
 Wayne R. Huneke                                  Director and Chief Financial Officer
                                                    (Principal Financial Officer)

 *
 ---------------------------------------------
 P. Randall Lowery                                Director

 *
 ---------------------------------------------
 Thomas J. McInerney                              Director and President
                                                    (Principal Executive Officer)

 *
 ---------------------------------------------
 Robert C. Salipante                              Director

 *
 ---------------------------------------------
 Mark A. Tullis                                   Director

 /s/ Deborah Koltenuk
 ---------------------------------------------
 Deborah Koltenuk                                 Vice President and Controller

 * By:  /s/ Paula Cludray-Engelke
        --------------------------------------
        Paula Cludray-Engelke
        Attorney-in-fact
</Table>

                                       48
<Page>
                               POWER OF ATTORNEY

We, the undersigned directors and officers of ING Insurance Company of America,
hereby severally constitute and appoint Paula Cludray-Engelke and Deborah
Koltenuk and each of them individually, our true and lawful attorneys, with full
power to them and each of them to sign for us, and in our names and in the
capacities indicated below, the 2001 Form 10-K and any and all amendments
thereto to be filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, hereby ratifying and confirming our signatures
as they may be signed by our said attorney to the Form 10-K and any and all
amendments thereto.

WITNESS our hands and common seal on this 28th day of March, 2002.

<Table>
<Caption>
                 SIGNATURE                                       TITLE
<S>                                           <C>
/s/ Wayne R. Huneke
--------------------------------------------
Wayne R. Huneke                               Director and Chief Financial Officer

/s/ Robert C. Salipante
--------------------------------------------
Robert C. Salipante                           Director

/s/ P. Randall Lowery
--------------------------------------------
P. Randall Lowery                             Director

/s/ Thomas J. McInerney
--------------------------------------------
Thomas J. McInerney                           Director and President

/s/ Mark A. Tullis
--------------------------------------------
Mark A. Tullis                                Director

/s/ Deborah Koltenuk
--------------------------------------------
Deborah Koltenuk                              Vice President and Controller
</Table>

                                       49
<Page>
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                        ING INSURANCE COMPANY OF AMERICA
                        (RESTATED AS OF JANUARY 1, 2002)

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

                                   ARTICLE I
                           NAME AND PLACE OF BUSINESS

The name of the company shall be ING INSURANCE COMPANY OF AMERICA. The principal
place of business of the company shall be 5100 West Lemon Street, Suite 213,
Tampa, Hillsborough County, Florida 33609. The company may establish and
maintain the principal place of business at such other place within the State of
Florida and may establish such other offices within or outside of Florida as may
be determined by the Board of Directors from time to time.

                                   ARTICLE II
                               NATURE OF BUSINESS

The purposes of the company shall be to engage in every aspect of life, annuity,
and health insurance and reinsurance and such other business as may be permitted
for such an insurance company under applicable law.

                                  ARTICLE III
                                 CAPITAL STOCK

The company shall be authorized to issue not more than Thirty-Five Thousand
(35,000) shares of common stock having a par value of One Hundred Dollars ($100)
per share. The company shall not begin transacting insurance until it achieves
capital and surplus equal to or exceeding the amount of capital and surplus
required under applicable law.

                                   ARTICLE IV
                           STATUTORY AGENT AND OFFICE

The company hereby appoints the Florida Insurance Commissioner and Treasurer as
its attorney in fact to receive service of legal process issued against it in
any civil action or proceeding in this state, and such appointment shall remain
in effect for so long as is required by applicable law, specifically including
section 624.422, Florida Statutes, or any successor thereto.

                                   ARTICLE V
                               TERM OF EXISTENCE

The company shall have perpetual existence, unless sooner dissolved as provided
for by the laws of the State of Florida.
<Page>
                                   ARTICLE VI
                                   DIRECTORS

The company shall have three (3) or more directors, the exact number of which
shall be determined from time to time in accordance with the company's by-laws.
The names and residence addresses of the Board of Directors of the company, as
of the adoption of the restated Articles of Incorporation are as follows:

Wayne R. Huneke
4875 Mulberry Drive
Marietta, GA 30068

Thomas J. McInerney
4 Brook Ridge
West Simsbury, CT 06092

Mark A. Tullis
115 Spindale Court
Atlanta, GA 30350

P. Randall Lowery
70 Glen Oaks Drive
Atlanta, GA 30327

Robert C. Salipante
14555 Durham Road
Minnetonka, MN 55345

In addition to the powers and authorities herein or by statute expressly
conferred upon them, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the
company, subject to the provisions of the laws of the State of Florida, these
Articles of Incorporation, and the by-laws of the company; provided, however,
that no by-law hereafter adopted by the shareholders shall invalidate any prior
act of the directors which would have been valid if such by-law had not been
adopted.

                                  ARTICLE VII
                        TRANSACTIONS IN WHICH DIRECTORS
                           OR OFFICERS ARE INTERESTED

No contract or other transaction between the company and one or more of its
directors or officers, or between the company and any other corporation, firm,
or entity in which one or more of the company's directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely because of such relationship or interest, or solely because such director
or directors are present at or participate in the meetings of the Board of
Directors or a committee thereof which authorizes, approves, or ratifies such
contract or transaction, or solely because his or their votes are counted for
such purpose, if:

1.  The fact of such relationship or interest is disclosed or known to the Board
of Directors or the committee which authorizes, approves, or ratifies the
contract or transaction by a vote or written consent sufficient for the purpose
without counting the votes or consents of such interested director or directors;
or

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

                                       2
<Page>
3.  The contract or transaction is fair and reasonable as to the company at the
time it is authorized by the Board of Directors, a committee thereof, or the
shareholders.

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

                                  ARTICLE VIII
                               DIRECTOR LIABILITY

The personal liability of any director of the company to the company or its
shareholders for monetary damages for breach of duty as a director shall be
limited to an amount that is equal to the compensation received by the director
for serving the company during the year of the violation if such breach did not
(i) involve a knowing and culpable violation of law by the director;
(ii) enable the director or an associate (defined as any corporation or
organization of which such person is an officer or partner or is, directly or
indirectly, the beneficial owner of ten percent or more of any class of voting
stock; any trust or other estate in which such person has at least a ten percent
beneficial interest or as to which such person serves as trustee or in a similar
fiduciary capacity; and any relative or spouse of such persons, or any relative
of such spouse, who has the same home as such person) to receive an improper
personal gain; (iii) show a lack of good faith and a conscious disregard for the
duty of the director to the company under circumstances in which the director
was aware that his conduct or omission created an unjustifiable risk of serious
injury to the company; (iv) constitute a sustained and unexcused pattern of
inattention that amounted to an abdication of the director's duty to the
company; or (v) create liability under Section 607.0834, Florida Statutes. Any
repeal or modification of this Section shall not adversely affect any right or
protection of a director of the company existing hereunder with respect to any
act or omission occurring prior to such repeal or modification.

The company shall have the power to indemnify, and may insure, its directors and
officers to the fullest extent permitted by applicable Florida law.

                                   ARTICLE IX
                                   AMENDMENTS

The company reserves the right to amend, alter, change or repeal any provision
contained in these Articles of Incorporation, subject to applicable laws of the
State of Florida, and all rights conferred upon shareholders are granted subject
to this reservation.

                                       3
<Page>
                        ING INSURANCE COMPANY OF AMERICA

                          AMENDED AND RESTATED BY-LAWS
                          (EFFECTIVE JANUARY 1, 2002)
                                 TAMPA, FLORIDA

                                   ARTICLE I
                                    OFFICES

SECTION 1.  The principal office of the company shall be in the City of Tampa,
County of Hillsborough, State of Florida.

SECTION 2.  The company may also have offices at such other places, both within
and without the State of Florida, as the Board of Directors may from time to
time determine or the business of the company may require. Such additional
offices within or without the State of Florida may include one or more regional
home offices and, with the approval of the Commissioner of Insurance of Florida,
an operational home office.

                                   ARTICLE II
                             SHAREHOLDERS' MEETINGS

SECTION 1.  The Annual Meeting of the Shareholders of the company shall be held
in a location within or outside of Florida as may be determined by the Board of
Directors and shall take place in each year on such date and at such hour as the
Board of Directors may determine.

SECTION 2.  Special meetings of the shareholders may be called by the Board of
Directors or the President. Each such meeting shall be held on the date and at
the hour specified in the call for the meeting and, unless another place within
or outside of Florida has been specified in any such call by the Board of
Directors or the President, at such office as the company may maintain in the
City of Hartford, Connecticut.

SECTION 3.  Written notice of each shareholders' meeting stating the place, date
and hour of the meeting and (in the case of a special meeting) the purpose or
purposes for which the meeting is called shall be given by or at the direction
of the Board, the President, the Secretary or any designated committee of the
Board of Directors not less than five (5) days before the date of the meeting to
each shareholder of record entitled to vote at such meeting. Shareholders by
written notice may waive notice of any meeting, and the presence of a
shareholder at any meeting in person or by proxy, shall constitute a waiver of
notice of such meeting.

SECTION 4.  The quorum for each meeting of the shareholders shall consist of a
majority of the voting power of shares entitled to vote at such meeting. Each
share of common stock shall have one vote on all matters on which shareholders
are entitled to vote by the Articles of Incorporation, these by-laws, or
applicable law.

SECTION 5.  Persons entitled to vote at any shareholders' meeting may vote in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact and filed with the Secretary of the company not less than
twenty-four (24) hours prior to the meeting.
<Page>
SECTION 6.  Any action required or permitted by law to be taken at any annual or
special meeting of Shareholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by all the holders of outstanding stock who are entitled
to vote on such action. Such consents may be signed in counterparts each of
which shall be considered an original and all of which together shall constitute
one original.

                                  ARTICLE III
                                   DIRECTORS

SECTION 1.  The Board of Directors shall consist of not less than three and not
more than fifteen directors, and the number of directorships at any time within
such minimum and maximum range shall be the number fixed by vote of the
Shareholders or Directors or, in the absence thereof, shall be the number of
Directors elected at the preceding Annual Meeting of Shareholders.

SECTION 2.  Vacancies in the Board of Directors may be filled for the unexpired
term by majority vote of the remaining Directors, and each person so elected
shall be a Director until his successor is elected by the shareholders at the
next Annual Meeting of Shareholders or at any special meeting of shareholders
called for that purpose and held prior to the Annual Meeting, or until an
earlier resignation, death or removal.

SECTION 3.  Regular meetings of the Board shall be held at such place and on
such day and hour at such periodic intervals as the Board may from time to time
designate. Notice of such regular meetings need not be given, but the Secretary
shall notify each Director by mail or electronic media of the action of the
Board designating or changing the place, period, day, or hour of such regular
meetings.

SECTION 4.  Special meetings of the Board shall be held at the call of the
President, the Secretary, or not less than one-third of the Directors then in
office.

SECTION 5.  The Board of Directors of the company may hold meetings, both
regular and special, either within or without the State of Florida.

SECTION 6.  A quorum shall consist of a majority of the Directors at the time in
office, but not less than two Directors nor less than one-third of the number of
Directors provided for by Article III, Section 1.

SECTION 7.  Unless otherwise restricted by the certificate of incorporation or
these by-laws, any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting if all members of the
Board consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of the Board. Such consents may be signed in
counterpart each of which shall be considered an original and all of which
together shall constitute one original.

                                   ARTICLE IV
                            COMMITTEES OF THE BOARD

SECTION 1.  The Board of Directors may appoint, by resolution passed by a
majority of the whole Board, two or more Directors of the Board of Directors to
constitute an Executive Committee, and which may provide for one or more
Directors to serve as alternate members of the Committee; which

                                       2
<Page>
Committee, to the extent provided in such resolution, shall have and exercise
all the powers of the Board when it is not in session, except as otherwise
required by law.

SECTION 2.  The Board of Directors may also appoint two or more Directors, by
resolution passed by a majority of the whole Board, to constitute other
outstanding committees of the Board of Directors, which may provide for one or
more Directors to serve as alternate members of any such committees. There may
be temporary committees, invested with such powers and subject to such
conditions as the Board may prescribe. The Board of Directors may also appoint
an advisory committee to any committee or to the Board itself. The members of
such advisory committee need not be members of the Board of Directors.

SECTION 3.  Each such committee, other than advisory committees, shall cause
regular minutes of its meetings to be recorded in the corporate records of the
company. The presence of a majority of the members of each such committee shall
be necessary to constitute a quorum. The members of each such committee shall
continue in office until their successors are chosen, or until their earlier
resignation or removal.

                                   ARTICLE V
                                    OFFICERS

SECTION 1.  The Board of Directors may elect a Chief Executive Officer, a
President, one or more Senior Vice Presidents, Executive Vice Presidents, Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers, and any other officers or agents as the Board or President may deem
advisable.

SECTION 2.  The Chief Executive Officer shall have general supervision of the
affairs of the Company and shall be responsible to ensure that all directives
and resolutions of the Board of Directors are carried into effect. The Chief
Executive Officer shall perform all such duties usually incident to the office
of the Chief Executive Officer and such additional duties as are assigned by the
Board of Directors.

SECTION 3.  The President shall have such powers and perform such duties as may
be assigned by the Board of Directors or by the Chief Executive Officer. In the
President's absence or disability, such duties shall be performed by such
Executive Vice Presidents, Senior Vice Presidents, or Vice Presidents as may be
designated by the Board of Directors or Chief Executive Officer.

SECTION 4.  The Secretary shall keep a record of all meetings and acts of the
Board and, except as may be otherwise provided herein or in the resolution
appointing a committee, of all committees appointed by the Board, and the
Secretary shall act as the clerk and shall be the custodian of the records of
all meetings of the shareholders. The Secretary shall have such other authority
and responsibility and perform such other duties as may be delegated to the
Secretary by the Board or the President from time to time.

SECTION 5.  The Treasurer, except as otherwise required by law, shall have
charge and custody of and be responsible for all funds and securities of the
company; shall keep or cause to be kept full and accurate accounts of receipts
and disbursements in books belonging to the company; shall be responsible for
receiving and giving receipts for monies paid to the company from any source;
shall cause all monies and other valuable effects to be deposited in the name
and to the credit of the

                                       3
<Page>
company in such depositories as may be designated by the Board of Directors, and
shall perform such other duties as the Board of Directors or the President may
from time to time require.

SECTION 6.  Each officer shall have such further authority and responsibility
and shall perform such further duties as may from time to time be delegated to
the officer by the Board or the President.

                                   ARTICLE VI
              INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

To the full extent permitted by Florida Statutes, Section 607.0850, as amended
from time to time, or by other provisions of 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 or employee of the company, or is or was serving at the
request of the company as a director, officer, 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. The indemnification
provided by this Section shall continue as to a person who has ceased to be
director, officer, employee or agent and shall apply whether or not the claim
against such person arises out of matters occurring before the adoption of this
by-law.

                                  ARTICLE VII
                               GENERAL PROVISIONS

SECTION 1.  The company shall maintain books and records within the State of
Florida pursuant to Section 628.271, Florida Statutes, except as may be allowed
or authorized pursuant to Section 628.281, Florida Statutes.

SECTION 2.  The Board of Directors shall be authorized to declare and cause the
company to pay dividends pursuant to Section 628.371, Florida Statutes, and any
other applicable laws.

SECTION 3.  The fiscal year of the company shall begin on the first day of
January and end on the thirty-first day of December of each year.

SECTION 4.  The corporate seal of the company shall consist of the corporate
name in a circle and the state of incorporation within the circle. The corporate
seal shall be in the custody of the Secretary and may be affixed to any
instrument requiring a seal and may be duly attested by any officer of the
company.

SECTION 5.  To the fullest extent permissible under applicable law, the
Shareholders and Directors of the company shall be entitled to take action
through written consents, shall be entitled to convene by telephone or other
electronic means by which all participants may hear each other at the same time,
and shall be entitled to use and rely upon facsimiles and other electronic
transmissions to accomplish the business and affairs of the company.

                                       4
<Page>
                                   ARTICLE VI
                              AMENDMENT OF BY-LAWS

These by-laws may be amended, added to, or repealed by the holders of a majority
of the outstanding shares of stock entitled to vote at any annual or special
meeting of shareholders, or by a majority of the whole Board of Directors as
then constituted at any meeting of the Board, provided that notice of the
proposal to amend, add to, or repeal the by-laws is included in the notice of
the meeting of shareholders or Directors at which such action takes place.

                                       5