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ILIAC GUARANTEED ACCOUNT - MAY 1, 2002
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INTRODUCTION

The ILIAC Guaranteed Account (the Guaranteed Account) is a fixed interest option
available during the accumulation phase of certain variable annuity contracts
issued by ING Life Insurance and Annuity Company (the Company, we, us, our)
(formerly known as Aetna Life Insurance and Annuity Company). Read this
prospectus carefully before investing in the Guaranteed Account and save it for
future reference.

GENERAL DESCRIPTION

The Guaranteed Account offers investors an opportunity to earn specified
guaranteed rates of interest for specified periods of time, called guaranteed
terms. We generally offer several guaranteed terms at any one time for those
considering investing in the Guaranteed Account. Each guaranteed term offers a
guaranteed interest rate for investments that remain in the Guaranteed Account
for the duration of the specific guaranteed term. The guaranteed term
establishes both the length of time for which we agree to credit a guaranteed
interest rate and how long your investment must remain in the Guaranteed Account
in order to receive the guaranteed interest rate.

We guarantee both principal and interest if, and only if, your investment
remains invested for the full guaranteed term. Charges related to the contract,
such as a maintenance fee or early withdrawal charge, may still apply even if
you do not withdraw until the end of a guaranteed term. INVESTMENTS TAKEN OUT OF
THE GUARANTEED ACCOUNT PRIOR TO THE END OF A GUARANTEED TERM MAY BE SUBJECT TO A
MARKET VALUE ADJUSTMENT WHICH MAY RESULT IN AN INVESTMENT GAIN OR LOSS. SEE
"MARKET VALUE ADJUSTMENT," PAGE 12.

PREMIUM BONUS OPTION. If the premium bonus option is available under your
contract and you elect that option, we will credit a premium bonus to your
contract for each purchase payment you make during the first account year. There
is an additional charge for this option during the first seven account years.
For amounts allocated to the Guaranteed Account, the assessment of this charge
will result in a reduction in the interest which would have been credited to
your account during the first seven account years if you had not elected the
premium bonus option. Therefore, the fees you will pay if you elect the premium
bonus option will be greater than the fees you will pay if you do not elect the
premium bonus option. The premium bonus option may not be right for you if you
expect to make additional purchase payments after the first account year or if
you anticipate that you will need to make withdrawals during the first seven
account years. In these circumstances the amount of the premium bonus option
charge may be more than the amount of the premium bonus we credit to your
contract. See the "Premium Bonus Option-Suitability" section of the contract
prospectus. The premium bonus option may not be available under all contracts or
in all states.

This prospectus will explain:

- -- Guaranteed interest rates and guaranteed terms;

- -- Contributions to the Guaranteed Account;

- -- Types of investments available;

- -- How rates are offered;

- -- How there can be an investment risk and how we calculate gain or loss;

- -- Contract charges that can affect your account value in the Guaranteed
Account;

- -- Taking investments out of the Guaranteed Account; and

- -- How to reinvest or withdraw at maturity.

ADDITIONAL DISCLOSURE INFORMATION

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense. We do not intend for this prospectus to be an offer to sell or
a solicitation of an offer to buy these securities in any state or jurisdiction
that does not permit their sale. We have not authorized anyone to provide you
with information that is different than that contained in this prospectus. The
Guaranteed Account is not a deposit with, obligation of or guaranteed or
endorsed by any bank, nor is it insured by the FDIC.

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Our Home Office: Our Service Center:
ING Life Insurance and Annuity Company ING
151 Farmington Avenue P.O. Box 2700
Hartford, Connecticut 06156 West Chester, Pennsylvania 19380
1-800-262-3862 1-800-366-0066
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TABLE OF CONTENTS

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<Caption>
PAGE

SUMMARY..................................................... 3

DESCRIPTION OF THE GUARANTEED ACCOUNT....................... 6
General, Contributions to the Guaranteed Account, Deposit
Period, Guaranteed Terms, Guaranteed Interest Rates,
Maturity Value Transfer Provision

TRANSFERS................................................... 9

WITHDRAWALS................................................. 10
Deferral of Payments, Reinstatement Privilege

MARKET VALUE ADJUSTMENT (MVA)............................... 12
Calculation of the MVA, Deposit Period Yield, Current Yield,
MVA Formula

CONTRACT CHARGES............................................ 14
OTHER TOPICS................................................ 15
The Company--Income Phase--Investments--Distribution of
Contracts--Taxation--Experts--Legal Matters--Further
Information--Incorporation of Certain Documents by
Reference--Inquiries
APPENDIX I--EXAMPLES OF MARKET VALUE ADJUSTMENT
CALCULATIONS................................................ 19
APPENDIX II--EXAMPLES OF MARKET VALUE ADJUSTMENT YIELDS..... 21
</Table>
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[SIDE NOTE]
QUESTIONS: CONTACTING THE COMPANY. To answer your questions, contact your sales
representative or write or call our Service Center at:
ING
P.O. Box 2700
West Chester, Pennsylvania 19380
1-800-366-0066
[END SIDE NOTE]

SUMMARY
- ----------------------------------------------

The Guaranteed Account is a fixed interest option that may be available during
the accumulation phase of your variable annuity contract. The following is a
summary of certain facts about the Guaranteed Account.

IN GENERAL. Amounts that you invest in the Guaranteed Account will earn a
guaranteed interest rate if left in the Guaranteed Account for a specified
period of time (the guaranteed term). You must invest amounts in the Guaranteed
Account for the full guaranteed term in order to receive the quoted guaranteed
interest rate. If you withdraw or transfer those amounts before the end of the
guaranteed term, we may apply a "market value adjustment," which may be positive
or negative.

DEPOSIT PERIODS. A deposit period is the time during which we offer a specific
guaranteed interest rate if you deposit dollars for a specific guaranteed term.
For a particular guaranteed interest rate and guaranteed term to apply to your
account dollars, you must invest them during the deposit period in which that
rate and term are offered.

GUARANTEED TERMS. A guaranteed term is the period of time account dollars must
be left in the Guaranteed Account in order to earn the guaranteed interest rate
specified for that guaranteed term. We offer different guaranteed terms at
different times. We may also offer more than one guaranteed term of the same
duration with different guaranteed interest rates. Check with your sales
representative or the Company to learn the details about the guaranteed
term(s) currently offered. We reserve the right to limit the number of
guaranteed terms or the availability of certain guaranteed terms.

GUARANTEED INTEREST RATES. We guarantee different interest rates, depending upon
when account dollars are invested in the Guaranteed Account. For guaranteed
terms one year or longer, we may offer different rates for specified time
periods within a guaranteed term. The interest rate we guarantee is an annual
effective yield; that means that the rate reflects a full year's interest. We
credit interest at a rate that will provide the guaranteed annual effective
yield over one year. The guaranteed interest rate(s) is guaranteed for that
deposit period and for the length of the guaranteed term.

The guaranteed interest rates we offer will always meet or exceed the minimum
interest rates agreed to in the contract. Apart from meeting the contractual
minimum interest rates, we cannot guarantee any aspect of future offerings.

FEES AND OTHER DEDUCTIONS. We do not make deductions from amounts in the
Guaranteed Account to cover mortality and expense risks. We consider these risks
when determining the credited rate. The following other types of charges may be
deducted from amounts held in, withdrawn or transferred from the Guaranteed
Account:

- -- Market Value Adjustment (MVA). An MVA may be applied to amounts transferred
or withdrawn prior to the end of a guaranteed term, which reflects changes in
interest rates since the deposit period. The MVA may be positive or negative
and therefore may increase or decrease the amount withdrawn to satisfy a
transfer or withdrawal request. See "Market Value Adjustment (MVA)."

- -- Tax Penalties and/or Tax Withholding. Amounts withdrawn may be subject to
withholding for federal income taxes, as well as a 10% penalty tax for

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amounts withdrawn prior to your having attained age 59 1/2. See "Taxation";
see also the "Taxation" section of the contract prospectus.

- -- Early Withdrawal Charge. An early withdrawal charge, which is a deferred
sales charge, may apply to amounts withdrawn from the contract, in order to
reimburse us for some of the sales and administrative expenses associated
with the contract. See "Contract Charges"; see also the "Fees" section of the
contract prospectus.

- -- Maintenance Fee. A maintenance fee of up to $30 may be deducted, on an annual
basis, pro rata from all funding options including the Guaranteed Account.
See "Contract Charges"; see also the "Fees" section of the contract
prospectus.

- -- Transfer Fees. During the accumulation phase, transfer fees of up to $10 per
transfer may be deducted from amounts held in or transferred from the
Guaranteed Account. See "Contract Charges"; see also the "Fees" section of
the contract prospectus.

- -- Premium Taxes. We may deduct a charge for premium taxes of up to 4% from
amounts in the Guaranteed Account. See "Contract Charges"; see also the
"Fees" section of the contract prospectus.

- -- Premium Bonus Option Charge. If the premium bonus option is available under
your contract and elected by you at the time of application, a charge will be
deducted from amounts allocated to the Guaranteed Account, resulting in a
0.50% reduction in the interest which would have been credited to your
account during the first seven account years if you had not elected the
premium bonus option. See "Contract Charges"; see also the "Fee Tables,"
"Fees" and "Premium Bonus Option" sections of the contract prospectus.
[SIDE NOTE]
CONTRACT HOLDER (YOU/YOUR): The contract holder of any individually owned
contract or the certificate holder of a group contract.
[END SIDE NOTE]

MARKET VALUE ADJUSTMENT (MVA). If you withdraw or transfer your account value
from the Guaranteed Account before a guaranteed term is complete, an MVA may
apply. The MVA reflects the change in the value of the investment due to changes
in interest rates since the date of deposit. The MVA may be positive or negative
depending upon interest rate activity at the time of withdrawal or transfer.

An MVA will not apply to:

- -- Amounts transferred or withdrawn at the end of a guaranteed term;

- -- Transactions made under the maturity value transfer provision;

- -- Transfers due to participation in the dollar cost averaging program (see
"Market Value Adjustment" for certain restrictions);

- -- Amounts distributed under a systematic distribution option (see "Systematic
Distribution Options" in the contract prospectus);

- -- Withdrawals for minimum distributions required by the Internal Revenue Code
of 1986, as amended (Tax Code), and for which the early withdrawal charge is
waived; and

- -- Withdrawals due to your exercise of the right to cancel your contract. See
the "Right to Cancel" section of the contract prospectus.

MVAs applied to withdrawals or transfers from the Guaranteed Account will be
calculated as an "aggregate MVA," which is the sum of all MVAs applicable due to
the withdrawal (see sidebar on page 12 for an example of the calculation of the
aggregate MVA). The following withdrawals will be subject to an aggregate MVA
only if it is positive:

- -- Withdrawals due to the election of a lifetime income option; and

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- -- Unless otherwise noted, payment of a guaranteed death benefit (if paid within
the first six months following death).

All other withdrawals will be subject to an aggregate MVA, regardless of whether
it is positive or negative, including:

- -- Withdrawals due to the election of a nonlifetime income option;

- -- Payment of a guaranteed death benefit due to the death of a spousal
beneficiary or a joint contract holder who continued the account in his or
her name after the death of the other joint contract holder;

- -- Payment of a guaranteed death benefit more than six months after the date of
death (except under certain contracts issued in the State of New York); and

- -- Full or partial withdrawals during the accumulation phase (an MVA may not
apply in certain situations, see "Market Value Adjustment (MVA)").

See "Description of the Guaranteed Account" and "Market Value Adjustment (MVA)."

MATURITY OF A GUARANTEED TERM. On or before the end of a guaranteed term, you
may instruct us to:

- -- Transfer the matured amount to one or more new guaranteed terms available
under the current deposit period;

- -- Transfer the matured amount to other available investment options; or

- -- Withdraw the matured amount.

Amounts withdrawn may be subject to an early withdrawal charge, a maintenance
fee, tax withholding and, if you are under age 59 1/2, tax penalties.
Withdrawals may also result in the forfeiture of all or a part of any premium
bonus credited to the Guaranteed Account. See "Description of the Guaranteed
Account--Maturity of a Guaranteed Term"; see also the "Premium Bonus
Option--Forfeiture" and "Withdrawals" sections of the contract prospectus.

See "Contract Charges"; see also the "Fees" and "Taxation" sections of the
contract prospectus.

When a guaranteed term ends, if we have not received instructions from you, we
will automatically reinvest the maturing investment into a new guaranteed term
of similar length (see "Maturity of a Guaranteed Term" and "Maturity Value
Transfer Provision"). If the same guaranteed term is no longer available, the
next shortest guaranteed term available in the current deposit period will be
used. If no shorter guaranteed term is available, the next longest guaranteed
term will be used.

If you do not provide instructions concerning the maturing amount on or before
the end of a guaranteed term, and this amount is automatically reinvested as
noted above, the maturity value transfer provision will apply.

MATURITY VALUE TRANSFER PROVISION. This provision allows transfers or
withdrawals of amounts automatically reinvested at the end of a guaranteed term
without an MVA, if the transfer or withdrawal occurs during the calendar month
immediately following a guaranteed term maturity date. As described in "Fees and
Other Deductions" above, other fees, including an early withdrawal charge and a
maintenance fee, may be assessed on amounts withdrawn. See "Maturity Value
Transfer Provision."

TRANSFER OF ACCOUNT DOLLARS. Generally, account dollars invested in the
Guaranteed Account may be transferred among guaranteed terms offered

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through the Guaranteed Account and/or to other investment options offered
through the contract. However:

- -- Transfers may not be made during the deposit period in which your account
dollars are invested in the Guaranteed Account or for 90 days after the close
of that deposit period; and

- -- We may apply an MVA to transfers made before the end of a guaranteed term.

INVESTMENTS. Guaranteed interest rates credited during any guaranteed term do
not necessarily relate to investment performance. Deposits received into the
Guaranteed Account will generally be invested in federal, state and municipal
obligations, corporate bonds, preferred stocks, real estate mortgages, real
estate, certain other fixed income investments and cash or cash equivalents. All
of our general assets are available to meet guarantees under the Guaranteed
Account.

Amounts allocated to the Guaranteed Account are held in a nonunitized separate
account established by the Company under Connecticut law. To the extent provided
for in the contract, assets of the separate account are not chargeable with
liabilities arising out of any other business that we conduct. See
"Investments."

NOTIFICATION OF MATURITY. We will notify you at least 18 calendar days prior to
the maturity of a guaranteed term. We will include information relating to the
current deposit period's guaranteed interest rates and the available guaranteed
terms. You may obtain information concerning available deposit periods,
guaranteed interest rates and guaranteed terms by telephone (1-800-366-0066).
See "Description of the ILIAC Guaranteed Account--General" and "Maturity of a
Guaranteed Term."

DESCRIPTION OF THE GUARANTEED ACCOUNT
- ----------------------------------------------

GENERAL

The Guaranteed Account offers guaranteed interest rates for specific guaranteed
terms. For a particular guaranteed interest rate and guaranteed term to apply to
your account dollars, you must invest them during the deposit period in which
that rate and term are offered. For guaranteed terms of one year or longer, we
may offer different interest rates for specified time periods within a
guaranteed term. We may also offer more than one guaranteed term of the same
duration with different guaranteed interest rates.

An MVA may be applied to any values withdrawn or transferred from a guaranteed
term prior to the end of that guaranteed term, except for amounts transferred
under the maturity value transfer provision, amounts transferred under the
dollar cost averaging program, amounts withdrawn under a systematic distribution
option, amounts withdrawn for minimum distributions required by the Tax Code and
withdrawals due to your exercise of the right to cancel your contract.

6
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MVAs applied to withdrawals or transfers from the Guaranteed Account will be
calculated as an "aggregate MVA," which is the sum of all MVAs applicable due to
the withdrawal (see sidebar on page 12 for an example of the calculation of the
aggregate MVA). The following withdrawals will be subject to an aggregate MVA
only if it is positive:

- -- Withdrawals due to the election of a lifetime income option; and

- -- Unless otherwise noted, payment of a guaranteed death benefit (if paid within
the first six months following death).

All other withdrawals will be subject to an aggregate MVA, regardless of whether
it is positive or negative, including:

- -- Withdrawals due to the election of a nonlifetime income option;

- -- Payment of a guaranteed death benefit more than six months after the date of
death (except under certain contracts issued in the State of New York); and

- -- Full or partial withdrawals during the accumulation phase (an MVA may not
apply in certain situations, see "Market Value Adjustment (MVA)").

We maintain a toll-free telephone number for those wishing to obtain information
concerning available deposit periods, guaranteed interest rates and guaranteed
terms. The telephone number is 1-800-366-0066. At least 18 calendar days before
a guaranteed term matures we will notify you of the upcoming deposit period
dates and information on the current guaranteed interest rates, guaranteed terms
and projected matured guaranteed term values.

CONTRIBUTIONS TO THE GUARANTEED ACCOUNT

You may invest in the guaranteed terms available in the current deposit period
by allocating new payments to the Guaranteed Account or by transferring a sum
from other funding options available under the contract or from other guaranteed
terms of the Guaranteed Account, subject to the transfer limitations described
in the contract. We may limit the number of guaranteed terms you may select.
Currently, if the dollar cost averaging program is in effect in a guaranteed
term and you wish to add an additional deposit to be dollar cost averaged, all
amounts to be dollar cost averaged will be combined and the dollar cost
averaging amount will be recalculated. This will affect the duration of amounts
in the guaranteed term.

Although there is currently no limit, we reserve the right to limit the total
number of investment options you may select at any one time during the life of
the contract. For purposes of determining any limit, each guaranteed term counts
as one investment option. Although we may require a minimum payment(s) to a
contract, we do not require a minimum investment for a guaranteed term. Refer to
the contract prospectus. There is a $500 minimum for transfers from other
funding options.

Investments may not be transferred from a guaranteed term during the deposit
period in which the investment is applied or during the first 90 days after the
close of the deposit period. This restriction does not apply to amounts
transferred or withdrawn under the maturity value transfer provision, to amounts
transferred under the dollar cost averaging program or, in some situations,
withdrawn because you discontinued the dollar cost averaging

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program, or to amounts distributed under a systematic distribution option. See
"Maturity Value Transfer Provision" and "Transfers."

DEPOSIT PERIOD

The deposit period is the period of time during which you may direct investments
to a particular guaranteed term(s) and receive a stipulated guaranteed interest
rate(s). Each deposit period may be a month, a calendar quarter or any other
period of time we specify.

GUARANTEED TERMS

A guaranteed term is the time we specify during which we credit the guaranteed
interest rate. We offer guaranteed terms at our discretion for various periods
ranging up to and including ten years. We may limit the number of guaranteed
terms you may select and may require enrollment in the dollar cost averaging
program.

GUARANTEED INTEREST RATES

Guaranteed interest rates are the rates that we guarantee will be credited on
amounts applied during a deposit period for a specific guaranteed term. We may
offer different guaranteed interest rates on guaranteed terms of the same
duration. Guaranteed interest rates are annual effective yields, reflecting a
full year's interest. We credit interest at a rate that will provide the
guaranteed annual effective yield over one year. Guaranteed interest rates are
credited according to the length of the guaranteed term as follows:

GUARANTEED TERMS OF ONE YEAR OR LESS. The guaranteed interest rate is credited
from the date of deposit to the last day of the guaranteed term.

GUARANTEED TERMS OF GREATER THAN ONE YEAR. Except for those contracts or
certificates issued in the State of New York, several different guaranteed
interest rates may be applicable during a guaranteed term of more than one year.
The initial guaranteed interest rate is credited from the date of deposit to the
end of a specified period within the guaranteed term. We may credit several
different guaranteed interest rates for subsequent specific periods of time
within the guaranteed term. For example, for a five-year guaranteed term we may
guarantee 7% for the first year, 6.75% for the next two years and 6.5% for the
remaining two years. We reserve the right, however, to apply one guaranteed
interest rate for an entire guaranteed term.

We will not guarantee or credit a guaranteed interest rate below the minimum
rate specified in the contract, nor will we credit interest at a rate above the
guaranteed interest rate we announce prior to the start of a deposit period.

Our guaranteed interest rates are influenced by, but do not necessarily
correspond to, interest rates available on fixed income investments we may buy
using deposits directed to the Guaranteed Account (see "Investments"). We
consider other factors when determining guaranteed interest rates including
regulatory and tax requirements, sales commissions and administrative expenses
borne by the Company, general economic trends and competitive factors. WE MAKE
THE FINAL DETERMINATION REGARDING GUARANTEED INTEREST RATES. WE CANNOT PREDICT
THE LEVEL OF FUTURE GUARANTEED INTEREST RATES.

MATURITY OF A GUARANTEED TERM. At least 18 calendar days prior to the maturity
of a guaranteed term we will notify you of the upcoming deposit period, the
projected value of the amount maturing at the end of the guaranteed term and

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the guaranteed interest rate(s) and guaranteed term(s) available for the current
deposit period.

When a guaranteed term matures, the amounts in any maturing guaranteed term may
be:

- -- Transferred to a new guaranteed term(s), if available under the contract;

- -- Transferred to any of the allowable investment options available under the
contract; or

- -- Withdrawn from the contract.

We do not apply an MVA to amounts transferred or withdrawn from a guaranteed
term on the date the guaranteed term matures. Amounts withdrawn, however, may be
subject to an early withdrawal charge, a maintenance fee, taxation and, if the
contract holder is under age 59 1/2, tax penalties. Withdrawals may also result
in the forfeiture of all or part of any premium bonus credited to the Guaranteed
Account. See the "Premium Bonus Option--Forfeiture" and "Withdrawals" sections
of the contract prospectus.

If we have not received direction from you by the maturity date of a guaranteed
term, we will automatically transfer the matured term value to a new guaranteed
term of similar length. If the same guaranteed term is no longer available, the
next shortest guaranteed term available in the current deposit period will be
used. If no shorter guaranteed term is available, the next longest guaranteed
term will be used.
[SIDE NOTE]
BUSINESS DAY--Any day on which the New York Stock Exchange is open.
[END SIDE NOTE]

Under the Guaranteed Account, each guaranteed term is counted as one funding
option. If a guaranteed term matures, and is renewed for the same term, it will
not count as an additional investment option for purposes of any limitation on
the number of investment options.

You will receive a confirmation statement, plus information on the new
guaranteed rate(s) and guaranteed term.

MATURITY VALUE TRANSFER PROVISION

If we automatically reinvest the proceeds from a matured guaranteed term, you
may transfer or withdraw from the Guaranteed Account the amount that was
reinvested without an MVA. An early withdrawal charge and maintenance fee may
apply to withdrawals. If the full amount reinvested is transferred or withdrawn,
we will include interest credited to the date of the transfer or withdrawal.
This provision is only available until the last business day of the month
following the maturity date of the prior guaranteed term. This provision only
applies to the first transfer or withdrawal request received from the contract
holder with respect to a particular matured guaranteed term value, regardless of
the amount involved in the transaction.

TRANSFERS
- ----------------------------------------------

We allow you to transfer all or a portion of your account value to the
Guaranteed Account or to other investment options under the contract. We do not
allow transfers from any guaranteed term to any other guaranteed term or
investment option during the deposit period for that guaranteed term or for 90

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days following the close of that deposit period. The 90-day wait does not apply
to:

- -- Amounts transferred on the maturity date or under the maturity value transfer
provision;

- -- Amounts transferred from the Guaranteed Account before the maturity date due
to the election of an income phase payment option;

- -- Amounts distributed under a systematic distribution option;

- -- Amounts transferred from an available guaranteed term in connection with the
dollar cost averaging program; and

- -- Withdrawals due to your exercise of the right to cancel your contract. See
the "Right to Cancel" section of the contract prospectus.

Transfers after the 90-day period are permitted from a guaranteed term(s) to
another guaranteed term(s) available during a deposit period or to other
available investment options. We will apply an MVA to transfers made before the
end of a guaranteed term. Transfers within one calendar month of a term's
maturity date are not counted as one of the 12 free transfers of accumulated
values in the account.

When the contract holder requests the transfer of a specific dollar amount, we
account for any applicable MVA in determining the amount to be withdrawn from a
guaranteed term(s) to fulfill the request. Therefore, the amount we actually
withdraw from the guaranteed term(s) may be more or less than the requested
dollar amount (see "Appendix I" for an example). For more information on
transfers, see the contract prospectus.

WITHDRAWALS
- ----------------------------------------------
[SIDE NOTE]
GUARANTEED TERM GROUP--A grouping of deposits or investments having the same
guaranteed term.
[END SIDE NOTE]

The contract allows for full or partial withdrawals from the Guaranteed Account
at any time during the accumulation phase. To make a full or partial withdrawal,
a request form (available from us) must be properly completed and submitted to
our Service Center (or other designated office as provided in the contract).

Partial withdrawals are made pro rata from each guaranteed term group. From each
guaranteed term group, we will first withdraw funds from the oldest deposit
period, then from the next oldest and so on.

We may apply an MVA to withdrawals made prior to the end of a guaranteed term,
except for withdrawals made under the maturity value transfer provision (see
"Market Value Adjustment"). We may deduct an early withdrawal charge and
maintenance fee. The early withdrawal charge is a deferred sales charge which
may be deducted upon withdrawal to reimburse us for some of the sales and
administrative expenses associated with the contract. A maintenance fee, up to
$30, may be deducted pro rata from each of the funding options, including the
Guaranteed Account. Refer to the contract prospectus for a description of these
charges. When a request for a partial withdrawal of a specific dollar amount is
made, we will include the MVA in determining the amount to be withdrawn from the
guaranteed term(s) to fulfill the request. Therefore, the amount we actually
take from the guaranteed term(s) may be more or less than the dollar amount
requested. See "Appendix I" for an example.

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DEFERRAL OF PAYMENTS

Under certain emergency conditions, we may defer payment of a Guaranteed Account
withdrawal for up to six months. Refer to the contract prospectus for more
details.

REINSTATEMENT PRIVILEGE

You may elect to reinstate all or a portion of a full withdrawal during the 30
days following such a withdrawal. We must receive amounts for reinstatement
within 60 days of the withdrawal.

We will apply reinstated amounts to the current deposit period. This means that
the guaranteed annual interest rate and guaranteed terms available on the date
of reinstatement will apply. Amounts are reinstated in the same proportion as
prior to the full withdrawal. We will not credit your account for market value
adjustments or any premium bonus forfeited that we deducted at the time of
withdrawal or refund any taxes that were withheld. Refer to the contract
prospectus for further details.

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[SIDE NOTE]
AGGREGATE MVA--The total of all MVAs applied due to a transfer or withdrawal.
CALCULATION OF THE AGGREGATE MVA--In order to satisfy a transfer or withdrawal,
amounts may be withdrawn from more than one guaranteed term, with more than one
guaranteed interest rate. In order to determine the MVA applicable to such a
transfer or withdrawal, the MVAs applicable to EACH GUARANTEED TERM will be
added together, in order to determine the "aggregate MVA."
Example:
$1,000 withdrawal, two guaranteed terms,
MVA1 = $10, MVA2 = $-30
$10 + $-30 = $-20.
Aggregate MVA = $-20.
Example:
$1,000 withdrawal, two guaranteed terms,
MVA1 = $30, MVA2 = $-10
$30 + $-10 = $20.
Aggregate MVA = $20.
[END SIDE NOTE]

MARKET VALUE ADJUSTMENT (MVA)
- ----------------------------------------------

We apply an MVA to amounts transferred or withdrawn from the Guaranteed Account
prior to the end of a guaranteed term. To accommodate early withdrawals or
transfers, we may need to liquidate certain assets or use cash that could
otherwise be invested at current interest rates. When we sell assets prematurely
we could realize a profit or loss depending upon market conditions.

The MVA reflects changes in interest rates since the deposit period. When
interest rates increase after the deposit period, the value of the investment
decreases and the MVA amount may be negative. Conversely, when interest rates
decrease after the deposit period, the value of the investment increases and the
MVA amount may be positive. Therefore, the application of an MVA may increase or
decrease the amount withdrawn from a guaranteed term to satisfy a withdrawal or
transfer request.

An MVA will not apply to:

- -- Amounts transferred or withdrawn at the end of a guaranteed term;

- -- Transactions made under the maturity value transfer provision;

- -- Transfers due to participation in the dollar cost averaging program*;

- -- Amounts distributed under a systematic distribution option--see "Systematic
Distribution Options" in the contract prospectus; or

- -- Withdrawals for minimum distributions required by the Tax Code and for which
the early withdrawal charge is waived.

* If you discontinue the dollar cost averaging program and transfer the amounts
in it, subject to the Company's terms and conditions governing guaranteed
terms, to another guaranteed term, an MVA will apply.

MVAs applied to withdrawals or transfers from the Guaranteed Account will be
calculated as an "aggregate MVA," which is the sum of all MVAs applicable due to
the withdrawal (see sidebar on this page for an example of the calculation of
the aggregate MVA). The following withdrawals will be subject to an aggregate
MVA only if it is positive:

- -- Withdrawals due to the election of a lifetime income option; and

- -- Unless otherwise noted, payment of a guaranteed death benefit (if paid within
the first six months following death).

All other withdrawals will be subject to an aggregate MVA, regardless of whether
it is positive or negative, including:

- -- Withdrawals due to the election of a nonlifetime income option;

- -- Payment of a guaranteed death benefit more than six months after the date of
death (except under certain contracts issued in the State of New York); and

- -- Full or partial withdrawals during the accumulation phase (an MVA may not
apply in certain situations, as noted above).

<Page>
CALCULATION OF THE MVA

The amount of the MVA depends upon the relationship between:

- -- The deposit period yield of U.S. Treasury Notes that will mature in the last
quarter of the guaranteed term; and

- -- The current yield of such U. S. Treasury Notes at the time of withdrawal.

If the current yield is less than the deposit period yield, the MVA will
decrease the amount withdrawn from a guaranteed term to satisfy a transfer or
withdrawal request (the MVA will be positive). If the current yield is greater
than the deposit period yield, the MVA will increase the amount withdrawn from a
guaranteed term (the MVA will be negative or detrimental to the investor).

DEPOSIT PERIOD YIELD

We determine the deposit period yield used in the MVA calculation by considering
interest rates prevailing during the deposit period of the guaranteed term from
which the transfer or withdrawal will be made. First, we identify the Treasury
Notes that mature in the last three months of the guaranteed term. Then, we
determine their yield-to-maturity percentages for the last business day of each
week in the deposit period. We then average the resulting percentages to
determine the deposit period yield.

Treasury Note information may be found each business day in publications such as
the Wall Street Journal, which publishes the yield-to-maturity percentages for
all Treasury Notes as of the preceding business day.

CURRENT YIELD

We use the same Treasury Notes identified for the deposit period yield to
determine the current yield--Treasury Notes that mature in the last three months
of the guaranteed term. However, we use the yield-to-maturity percentages for
the last business day of the week preceding the withdrawal and average those
percentages to get the current yield.

MVA FORMULA

The mathematical formula used to determine the MVA is:

x
----
365

{ (1+i) }
{ }
-----
{ (1+j) }

where i is the deposit period yield; j is the current yield; and x is the number
of days remaining (computed from Wednesday of the week of withdrawal) in the
guaranteed term. (For examples of how we calculate MVA, refer to Appendix I.)

We make an adjustment in the formula of the MVA to reflect the period of time
remaining in the guaranteed term from the Wednesday of the week of a withdrawal.

13
<Page>
CONTRACT CHARGES
- ----------------------------------------------

Certain charges may be deducted directly or indirectly from the funding options
available under the contract, including the Guaranteed Account. The contract may
have a maintenance fee of up to $30 that we will deduct, on an annual basis, pro
rata from all funding options including the Guaranteed Account. We may also
deduct a maintenance fee upon full withdrawal of a contract.

The contract may have an early withdrawal charge that we will deduct, if
applicable, upon a full or partial withdrawal from the contract. If the
withdrawal occurs prior to the maturity of a guaranteed term, both the early
withdrawal charge and an MVA may be assessed.

We do not deduct mortality and expense risk charges and other asset-based
charges that may apply to variable funding options from the Guaranteed Account.
These charges are only applicable to the variable funding options.

If the premium bonus option is available under your contract and elected by you
at the time of application, a charge will be deducted from amounts allocated to
the Guaranteed Account, resulting in a 0.50% reduction in the interest which
would have been credited to your account during the first seven account years if
you had not elected the premium bonus option. See the "Fee Tables," "Fees" and
"Premium Bonus Option" sections of the contract prospectus.

We may deduct a charge for premium taxes of up to 4% from amounts in the
Guaranteed Account.

During the accumulation phase, transfer fees of up to $10 per transfer may be
deducted from amounts held in or transferred from the Guaranteed Account.

Refer to the contract prospectus for details on contract deductions.

14
<Page>
OTHER TOPICS
- ----------------------------------------------

THE COMPANY

We are a stock life insurance company organized under the insurance laws of the
State of Connecticut in 1976 and an indirect wholly-owned subsidiary of ING
Groep N.V., a global financial institution active in the fields of insurance,
banking and asset management. Through a merger, our operations include the
business of Aetna Variable Annuity Life Insurance Company (formerly known as
Participating Annuity Life Insurance Company, an Arkansas life insurance company
organized in 1954). Prior to May 1, 2002, the Company was known as Aetna Life
Insurance and Annuity Company.

Our principal executive offices are located at:

151 Farmington Avenue
Hartford, Connecticut 06156

INCOME PHASE

The Guaranteed Account may not be used as a funding option during the income
phase. Amounts invested in guaranteed terms must be transferred to one or more
of the options available to fund income payments before income payments can
begin.

An aggregate MVA, as previously described, may be applied to amounts transferred
to fund income payments before the end of a guaranteed term. Amounts used to
fund lifetime income payments will receive either a positive aggregate MVA or
none at all; however, amounts transferred to fund a nonlifetime income payment
option may receive either a positive or negative aggregate MVA. Refer to the
contract prospectus for a discussion of the income phase.

INVESTMENTS

Amounts applied to the Guaranteed Account will be deposited to a nonunitized
separate account established under Connecticut law. A nonunitized separate
account is a separate account in which the contract holder does not participate
in the performance of the assets through unit values or any other interest.
Contract holders allocating funds to the nonunitized separate account do not
receive a unit value of ownership of assets accounted for in this separate
account. The risk of investment gain or loss is borne entirely by the Company.
All Company obligations due to allocations to the nonunitized separate account
are contractual guarantees of the Company and are accounted for in the separate
account. All of the general assets of the Company are available to meet our
contractual guarantees. To the extent provided for in the applicable contract,
the assets of the nonunitized separate account are not chargeable with
liabilities resulting from any other business of the Company. Income, gains and
losses of the separate account are credited to or charged against the separate
account without regard to other income, gains or losses of the Company.

TYPES OF INVESTMENTS. We intend to invest primarily in investment-grade fixed
income securities including:

- -- Securities issued by the United States Government;

- -- Issues of United States Government agencies or instrumentalities (these
issues may or may not be guaranteed by the United States Government);

15
<Page>
- -- Debt securities which have an investment grade, at the time of purchase,
within the four highest grades assigned by Moody's Investors Services, Inc.
(Aaa, Aa, A or Baa), Standard & Poor's Corporation (AAA, AA, A or BBB) or any
other nationally-recognized rating service;

- -- Other debt instruments, including those issued or guaranteed by banks or bank
holding companies, and of corporations, which although not rated by Moody's,
Standard & Poor's or other nationally-recognized rating services, are deemed
by the Company's management to have an investment quality comparable to
securities which may be purchased as stated above; and

- -- Commercial paper, cash or cash equivalents and other short-term investments
having a maturity of less than one year which are considered by the Company's
management to have investment quality comparable to securities which may be
purchased as stated above.

We may invest in futures and options. We purchase financial futures, related
options and options on securities solely for non-speculative hedging purposes.
Should securities prices be expected to decline, we may sell a futures contract
or purchase a put option on futures or securities to protect the value of
securities held in or to be sold for the nonunitized separate account.
Similarly, if securities prices are expected to rise, we may purchase a futures
contract or a call option against anticipated positive cash flow or may purchase
options on securities.

WE ARE NOT OBLIGATED TO INVEST THE ASSETS ATTRIBUTABLE TO THE CONTRACT ACCORDING
TO ANY PARTICULAR STRATEGY, EXCEPT AS REQUIRED BY CONNECTICUT AND OTHER STATE
INSURANCE LAWS. THE GUARANTEED INTEREST RATES ESTABLISHED BY THE COMPANY MAY NOT
NECESSARILY RELATE TO THE PERFORMANCE OF THE NONUNITIZED SEPARATE ACCOUNT.

DISTRIBUTION OF CONTRACTS

The Company's subsidiary, ING Financial Advisers, LLC (IFA) (prior to May 1,
2002, known as Aetna Investment Services, LLC), serves as principal underwriter
for the contracts. IFA, a Delaware limited liability company, is registered as a
broker-dealer with the SEC. IFA is also a member of the National Association of
Securities Dealers, Inc. and the Securities Investor Protection Corporation.
IFA's principal office is located at 151 Farmington Avenue, Hartford,
Connecticut 06156.

IFA may offer customers of certain broker-dealers special guaranteed rates in
connection with the Guaranteed Account offered through the contracts and IFA may
negotiate different commissions for these broker-dealers. For additional
information, see the contract prospectus.

TAXATION

You should seek advice from your tax adviser as to the application of federal
(and where applicable, state and local) tax laws to amounts paid to or
distributed under the contract. Refer to the contract prospectus for a
discussion of tax considerations.

TAXATION OF THE COMPANY. We are taxed as a life insurance company under Part I
of Subchapter L of the Internal Revenue Code of 1986, as amended. We own all
assets supporting the contract obligations of the Guaranteed Account. Any income
earned on such assets is considered income to the Company. We do not intend to
make any provision or impose a charge under the contract with respect to any tax
liability of the Company.

<Page>
TAXATION OF PAYMENTS AND DISTRIBUTIONS. For information concerning the tax
treatment of payments to and distributions from the contract, please refer to
the contract prospectus.

EXPERTS

We have incorporated by reference into the Registration Statement of which this
prospectus is a part and/or into this prospectus:

The financial statements of ING Life Insurance and Annuity Company and
Subsidiaries (the Company), formerly Aetna Life Insurance and Annuity Company
and Subsidiaries, at December 31, 2001, and for the year then ended, which have
been audited by Ernst & Young LLP, independent auditors, and at December 31,
2000, and for the period ended December 31, 2000, the period ended November 30,
2000, and the year ended December 31, 1999, which have been audited by KPMG LLP,
independent auditors, as set forth in their respective reports thereon appearing
elsewhere herein.

The financial statements of the Company appearing in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001, have been audited by Ernst &
Young LLP and KPMG LLP (as described in the preceding paragraph), independent
auditors, as set forth in their report thereon and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firms as
experts in accounting and auditing.

LEGAL MATTERS

The validity of the securities offered by this prospectus has been passed upon
by Counsel to the Company.

FURTHER INFORMATION

This prospectus does not contain all of the information contained in the
registration statement of which this prospectus is a part. Portions of the
registration statement have been omitted from this prospectus as allowed by the
Securities and Exchange Commission (SEC). You may obtain the omitted information
from the offices of the SEC, as described below. We are required by the
Securities Exchange Act of 1934 to file periodic reports and other information
with the SEC. You may inspect or copy information concerning the Company at the
Public Reference Room of the SEC at:

Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549

You may also obtain copies of these materials at prescribed rates from the
Public Reference Room of the above office. You may obtain information on the
operation of the Public Reference Room by calling the SEC at either
1-800-SEC-0330 or 1-202-942-8090. You may also find more information about the
Company by visiting the Company's homepage on the internet at
www.aetnafinancial.com which will change in early May to ingretirementplans.com.

A copy of the Company's annual report on Form 10-K for the year ended
December 31, 2001 accompanies this prospectus. We refer to Form 10-K for a
description of the Company and its business, including financial statements. We
intend to send contract holders annual account statements and other such

17
<Page>
legally-required reports. We do not anticipate such reports will include
periodic financial statements or information concerning the Company.

You can find this prospectus and other information the Company files
electronically with the SEC on the SEC's web site at www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We have incorporated by reference the Company's latest Annual Report on Form
10-K, as filed with the SEC and in accordance with the Securities and Exchange
Act of 1934. The Annual Report must accompany this prospectus. Form 10-K
contains additional information about the Company including certified financial
statements for the latest fiscal year. We were not required to file any other
reports pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act
since the end of the fiscal year covered by that Form 10-K. The registration
statement for this prospectus incorporates some documents by reference. We will
provide a free copy of any such documents upon the written or oral request of
anyone who has received this prospectus. We will not include exhibits to those
documents unless they are specifically incorporated by reference into the
document. Direct requests to:

ING
P.O. Box 2700
West Chester, Pennsylvania 19380
1-800-366-0066

INQUIRIES

You may contact us directly by writing or calling us at the address or phone
number shown above.

18
<Page>
APPENDIX I
EXAMPLES OF MARKET VALUE ADJUSTMENT CALCULATIONS
- ------------------------------------------------------------------

The following are examples of market value adjustment (MVA) calculations using
several hypothetical deposit period yields and current yields. These examples do
not include the effect of any early withdrawal charge or other fees or
deductions that may be assessed under the contract upon withdrawal.

EXAMPLE I

Assumptions:

i, the deposit period yield, is 4%

j, the current yield, is 6%

x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.

x
----
365

{ (1+i) }
MVA = { }
-----
{ (1+j) }

927
----
365

{ (1.04) }
= { }
-----
{ (1.06) }

=.9528

In this example, the deposit period yield of 4% is less than the current yield
of 6%; therefore, the MVA is less than one. The amount withdrawn from the
guaranteed term is multiplied by this MVA.

If a withdrawal or transfer of a specific dollar amount is requested, the amount
withdrawn from a guaranteed term will be increased to compensate for the
negative MVA amount. For example, a withdrawal request to receive a check for
$2,000 would result in a $2,099.08 withdrawal from the guaranteed term.

Assumptions:

i, the deposit period yield, is 5%

j, the current yield, is 6%

x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.

x
----
365

{ (1+i) }
MVA = { }
-----
{ (1+j) }

927
----
365

{ (1.05) }
= { }
-----
{ (1.06) }

=.9762

In this example, the deposit period yield of 5% is less than the current yield
of 6%; therefore, the MVA is less than one. The amount withdrawn from the
guaranteed term is multiplied by this MVA.

19
<Page>
EXAMPLE II

Assumptions:

i, the deposit period yield, is 6%

j, the current yield, is 4%

x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.

x
----
365

{ (1+i) }
MVA = { }
-----
{ (1+j) }

927
----
365

{ (1.06) }
= { }
-----
{ (1.04) }

=1.0496

In this example, the deposit period yield of 6% is greater than the current
yield of 4%; therefore, the MVA is greater than one. The amount withdrawn from
the guaranteed term is multiplied by this MVA.

If a withdrawal or transfer of a specific dollar amount is requested, the amount
withdrawn from a guaranteed term will be decreased to compensate for the
positive MVA amount. For example, a withdrawal request to receive a check for
$2,000 would result in a $1,905.49 withdrawal from the guaranteed term.

Assumptions:

i, the deposit period yield, is 5%

j, the current yield, is 4%

x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.

x
----
365

{ (1+i) }
MVA = { }
-----
{ (1+j) }

927
----
365

{ (1.05) }
= { }
-----
{ (1.04) }

=1.0246

In this example, the deposit period yield of 5% is greater than the current
yield of 4%; therefore, the MVA is greater than one. The amount withdrawn from
the guaranteed term is multiplied by this MVA.

20
<Page>
APPENDIX II
EXAMPLES OF MARKET VALUE ADJUSTMENT YIELDS
- ------------------------------------------------------------------

The following hypothetical examples show the MVA based upon a given current
yield at various times remaining in the guaranteed term. Table A illustrates the
application of the MVA based upon a deposit period yield of 6%; Table B
illustrates the application of the MVA based upon a deposit period yield of 5%.
The MVA will have either a positive or negative influence on the amount
withdrawn from or remaining in a guaranteed term. Also, the amount of the MVA
generally decreases as the end of the guaranteed term approaches.

TABLE A: DEPOSIT PERIOD YIELD OF 6%

<Table>
<Caption>
CHANGE IN
DEPOSIT
CURRENT PERIOD TIME REMAINING TO
YIELD YIELD MATURITY OF GUARANTEED TERM
- ------- --------- ----------------------------------------------------
8 YEARS 6 YEARS 4 YEARS 2 YEARS 1 YEAR 3 MONTHS
------- ------- ------- ------- ------ --------

9% 3% -20.0% -15.4% -10.6% -5.4% -2.8% -0.7%
8% 2% -13.9 -10.6 -7.2 -3.7 -1.9 -0.5
7% 1% -7.2 -5.5 -3.7 -1.9 -0.9 -0.2
6% 0% 0.0 0.0 0.0 0.0 0.0 0.0
4% -2% 16.5 12.1 7.9 3.9 1.9 0.5
3% -3% 25.8 18.8 12.2 5.9 2.9 0.7
2% -4% 36.0 26.0 16.6 8.0 3.9 1.0
1% -5% 47.2 33.6 21.3 10.1 5.0 1.2
</Table>

TABLE B: DEPOSIT PERIOD YIELD OF 5%

9% +4% -25.9% -20.1% -13.9% -7.2% -3.7% -0.9%
8% +3% -20.2 -15.6 -10.7 -5.5 -2.8 -0.7
7% +2% -14.0 -10.7 -7.3 -3.7 -1.9 -0.5
6% +1% -7.3 -5.5 -3.7 -1.9 -0.9 -0.2
4% -1% 8.0 5.9 3.9 1.9 1.0 0.2
3% -2% 16.6 12.2 8.0 3.9 1.9 0.5
2% -3% 26.1 19.0 12.3 6.0 2.9 0.7
1% -4% 36.4 26.2 16.8 8.1 4.0 1.0
</Table>