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                              TAX SHARING AGREEMENT

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

                                   WITNESSETH:

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

WHEREAS, it is desirable for the Subsidiary and ILIAC to enter into this Tax
Sharing Agreement ("Agreement") to provide for the manner of computation of the
amounts and timing of payments with regard thereto by ILIAC to the Subsidiary
and by the Subsidiary to ILIAC, and various related matters;

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

1.       AMOUNT OF PAYMENTS

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

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

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

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

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

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

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

2.       INSTALLMENT PAYMENTS

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

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

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

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

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

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

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


               The due dates, basis of calculation and cumulative installments
               set forth above and made during a taxable year are intended to
               correspond to the applicable percentages as set forth in Section
               6655(e)(2)(B)(ii) of the Code. Should the Code be amended to
               alter such provisions, it is hereby agreed by the parties to this
               Agreement that the provisions will correspondingly change. ILIAC
               may revise the schedule of installment payments set forth in this
               paragraph, and may provide for annual rather than quarterly
               payments in cases where amounts due fall below a certain
               threshold, although any such change shall be prospective and
               shall not take effect prior to written notice to the Subsidiary.

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

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

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

3.       ADJUSTED RETURNS - If any adjustments are made to the income, gains,
         losses, deductions or credits of the affiliated group for a taxable
         year during which the Subsidiary is a member, whether by reason of the
         filing of an amended return, or a claim for refund with respect to such
         taxable year, or an audit with respect to such taxable year by the IRS,
         the amounts due under this Agreement for such taxable year shall be
         redetermined by taking into account such adjustments. If, as a result
         of such redetermination, any amounts due under this Agreement shall
         differ from the amounts previously paid, then, except as provided in
         section 6 hereof, payment of such difference shall be made by the
         Subsidiary to ILIAC or by ILIAC to the Subsidiary, as the case may be,
         (a) in the case of an adjustment resulting in a refund or credit, not
         later than thirty (30) days after the date on which such refund is
         received or credit is allowed with respect to such adjustment or (b) in
         the case of an adjustment resulting in the assertion of a deficiency,
         not later than thirty (30) days after the Subsidiary is notified of the
         deficiency. Any amounts due to or from a Subsidiary under this section
         shall be determined with respect to such refund or deficiency and any
         penalties, interest or other additions to tax which may be imposed.
         ILIAC shall indemnify the Subsidiary in the event the Internal Revenue
         Service levies upon such Subsidiary's assets for unpaid taxes in excess
         of the amount required to be paid by such Subsidiary in relation to a
         consolidated federal income tax return filed pursuant to this
         Agreement.

4.       PROCEDURAL MATTERS - ILIAC shall prepare and file the consolidated
         federal income tax return and any other returns, documents or
         statements required to be filed with the IRS with respect to the
         determination of the federal income tax liability of the affiliated
         group. In its sole discretion, ILIAC shall have the right with respect
         to any consolidated federal income tax returns which it has filed or
         will file, (a) to determine (i) the manner in which such returns,
         documents or statements shall be prepared and filed, including, without
         limitation, the manner in which any item of income, gain, loss,
         deduction or credit shall be reported, (ii) whether any extensions may
         be requested and (iii) the elections that will be made by the
         Subsidiary, (b) to contest, compromise or settle

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

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

6.       COMPANIES LEAVING ILIAC GROUP - Except as specifically treated to the
         contrary herein, the Subsidiary shall be treated as having withdrawn
         from this Agreement when the Subsidiary ceases to be a member of the
         affiliated group, or upon signing a letter of intent or a definitive
         agreement to sell the Subsidiary. Notwithstanding any provision to the
         contrary in section 2 hereof, amounts payable to or receivable from
         ILIAC shall be recomputed with respect to the Subsidiary, including an
         estimate of the remaining taxes actually payable or receivable upon the
         filing of the consolidated tax return for the year of withdrawal, as of
         the last day the Subsidiary is a member of the affiliated group. Any
         amounts so computed as due to or from ILIAC to or from the Subsidiary
         shall be paid prior to its leaving the group, provided, however, that
         any deficiency or excess of taxes determined on the basis of the tax
         return filed for the year of withdrawal, and paid to or from ILIAC
         related to the tax liability of the Subsidiary for the portion of the
         year of withdrawal during which it had been a member of the affiliated
         group, shall be settled not later than November 15 of the year
         following the year of the date of withdrawal, in accordance with
         section 2 of this Agreement.

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

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

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

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

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

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

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

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

12.      PERIOD COVERED - This Agreement shall be effective with respect to each
         party thereto upon signing by such party, and shall supersede all
         previous agreements between ILIAC and the Subsidiary with respect to
         the matters contained herein and such previous agreement shall
         thereupon terminate. The Agreement shall apply to the taxable year
         2001, to all prior taxable years which are open to adjustments as
         provided in section 3 hereof (to the extent not subject to any separate
         tax sharing agreement) and to all subsequent periods unless and until
         amended or terminated, as provided in section 10 hereof.

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


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


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