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As filed with the Securities and Exchange Registration No. 333-104456
Commission on April 5, 2004
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ING Life Insurance and Annuity Company
Connecticut
71-0294708
151 Farmington Avenue, Hartford, Connecticut 06156, (860) 723-2239
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Michael A. Pignatella, Counsel
ING Life Insurance and Annuity Company
151 Farmington Avenue, TS31, Hartford, Connecticut 06156
(860) 723-2239
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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The annuities covered by this registration statement are to be issued from time
to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. /X/
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
/ / ______________
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If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / / ______________
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ______________
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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GUARANTEED ACCUMULATION ACCOUNT PROSPECTUS - APRIL 30, 2004
INTRODUCTION
The Guaranteed Accumulation Account (GAA) 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). Read this
prospectus carefully before investing in GAA and save it for future reference.
GENERAL DESCRIPTION
GAA offers investors the 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 GAA. Each guaranteed term offers a guaranteed interest rate for investments
that remain in GAA 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 GAA 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
GAA 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.
This prospectus will explain:
- - Guaranteed interest rates and guaranteed terms;
- - Contributions to GAA;
- - Types of investments available, and how they are classified;
- - 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 GAA;
- - Taking investments out of GAA; 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.
Our Home Office:
ING Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
1-800 262-3862
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TABLE OF CONTENTS
<Table>
SUMMARY 3
DESCRIPTION OF THE GUARANTEED ACCUMULATION ACCOUNT 6
General, Contributions to GAA, Deposit Period, Guaranteed Terms, Guaranteed Term Classifications,
Guaranteed Interest Rates, Maturity of a Guaranteed Term, Maturity Value Transfer Provision
TRANSFERS 9
Transfers from GAA, Transfers Between Guaranteed Term Classifications
WITHDRAWALS 10
Deferral of Payments, Reinvestment Privilege
MARKET VALUE ADJUSTMENT (MVA) 12
Calculation of the MVA, Deposit Period Yield, Current Yield, MVA Formula
CONTRACT CHARGES 14
OTHER TOPICS 14
The Company, Income Phase, Contract Loans, 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 18
APPENDIX II - EXAMPLES OF MARKET VALUE ADJUSTMENT AT VARIOUS YIELDS 20
</Table>
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SUMMARY
GAA is a fixed interest option that may be available during the accumulation
phase of your annuity contract. The following is a summary of certain facts
about GAA.
IN GENERAL. Amounts that you invest in GAA will earn a guaranteed interest rate
if left in GAA for a specified period of time (the guaranteed term). You must
invest amounts in GAA 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 GAA in order to earn the guaranteed interest rate specified for that
guaranteed term. We offer different guaranteed terms at different times. Check
with your 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. In
addition, under certain contracts, we reserve the right to discontinue offering
GAA, or to limit the availability of GAA guaranteed term classifications.
Some annuity contracts that offer GAA distinguish between short- and long-term
classifications of GAA. Under those contracts, we make the following
distinction:
- - Short-term classification--three years or less.
- - Long-term classification--between three and ten years.
GUARANTEED INTEREST RATES. We guarantee different interest rates, depending upon
when account dollars are invested in GAA. 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 can in no way guarantee any aspect of future
offerings.
FEES AND OTHER DEDUCTIONS. We do not make deductions from amounts in GAA to
cover mortality and expense risks. Rather, 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 GAA:
[SIDENOTE]
QUESTIONS: CONTACTING THE COMPANY. To answer your questions, contact your sales
representative or write or call our Home Office at:
ING
USFS Customer Service
Defined Contribution Administration, TS21
151 Farmington Avenue
Hartford, CT 06156-1277
1-800-262-3862
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- - 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."
- - 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
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 GAA. See
"Contract Charges"; see also the "Fees" section of the contract prospectus.
- - Transfer Fees. Under some contracts, during the accumulation phase,
transfer fees of up to $10 per transfer may be deducted from amounts held
in or transferred from GAA. 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 GAA. See "Contract Charges"; see also the "Fees" section of the
contract prospectus.
- - Front End Sales Charges. Under some contracts, we may deduct front end
sales charges of up to 6%. See "Contract Charges"; see also the "Fees"
section of the contract prospectus.
MARKET VALUE ADJUSTMENT (MVA). If you withdraw or transfer all or part of your
account value from GAA before the 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.
Any MVA applied to a withdrawal or transfer from GAA 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
- - Withdrawals due to the death of the participant (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;
- - Payments due to the death of the participant, if paid more than six months
following death; and
- - Full or partial withdrawals during the accumulation phase (except for
withdrawals at the end of a guaranteed term or pursuant to the maturity
value transfer provision, see "Maturity of a Guaranteed Term" and "Maturity
Value Transfer Provision").
See "Description of the Guaranteed Accumulation Account" and "Market Value
Adjustment."
MATURITY OF A GUARANTEED TERM. On or before the end of a guaranteed term, the
contract holder or you, if applicable, 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.
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Amounts withdrawn may be subject to an early withdrawal charge, maintenance fee,
tax withholding and, tax penalties. (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, we will automatically reinvest the
maturing investment into a guaranteed term available in the current deposit
period. (See "Maturity of a Guaranteed Term" and "Maturity Value Transfer
Provision.") For contracts that distinguish between short-term and long-term
classifications, we will generally transfer the maturing investment to the
available deposit period for the guaranteed term having the shortest maturity
within the same classification. For other contracts, we will generally transfer
the maturing investment in the following manner based upon availability:
- - To a guaranteed term of the same duration, if available; or
- - To a guaranteed term with the next shortest duration, if available; or
- - To a guaranteed term with the next longest duration.
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. If we automatically transfer the matured
investment into the current deposit period, the contract holder or you, if
applicable, may, for a limited time, transfer or withdraw all or a portion of
the matured investment that was transferred without the application of an MVA.
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 GAA may be
transferred among guaranteed terms offered through GAA, 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 GAA 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 GAA
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 GAA.
Amounts allocated to GAA 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 the contract holder or you, if
applicable, 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 five business days prior to the maturity date
(1-800-GAA-FUND or 1-800-422-3863). (See "Description of the Guaranteed
Accumulation Account--General" and "Maturity of a Guaranteed Term.")
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DESCRIPTION OF THE GUARANTEED ACCUMULATION ACCOUNT
GENERAL
GAA 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 during which that rate
and term are offered. Each deposit period may offer more than one guaranteed
term. Guaranteed terms may be classified according to length of time to
maturity, and each deposit period may offer various guaranteed terms within
these classifications.
Any MVA applied to a withdrawal or transfer from GAA 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
- - Withdrawals due to the death of the participant (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;
- - Payments due to the death of the participant, if paid more than six months
following death; and
- - Full or partial withdrawals during the accumulation phase (except for
withdrawals at the end of a guaranteed term or pursuant to the maturity
value transfer provision, see "Maturity of a Guaranteed Term" and "Maturity
Value Transfer Provision").
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-GAA-FUND (1-800-422-3863). At least 18
calendar days before a guaranteed term matures, we will notify the contract
holder or you, if applicable, of the upcoming deposit period dates and the
current guaranteed interest rates, guaranteed terms and projected matured
guaranteed term values.
CONTRIBUTIONS TO GAA
The contract holder or you, if applicable, may invest in the guaranteed terms
available in the current deposit period by allocating new purchase payments to
GAA or by transferring a sum from other funding options available under the
contract or from other guaranteed terms.
Though 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. We
reserve the right to establish a minimum amount 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 nor 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. See
"Maturity Value Transfer Provision."
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DEPOSIT PERIOD
The deposit period is the period of time during which the contract holder or
you, if applicable, 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. Generally, we will offer at least one guaranteed term of three
years or less and one guaranteed term of more than three years in any deposit
period. However, under certain contracts we reserve the right to limit the
guaranteed terms or guaranteed term classifications offered, as well as the
right to discontinue offering GAA. We offer guaranteed terms at our discretion
for various periods ranging from one to ten years.
GUARANTEED TERM CLASSIFICATIONS
Some contracts distinguish between long-term and short-term guaranteed term
classifications. The following are the guaranteed term classifications:
- - Short-term--All guaranteed terms of three years or less.
- - Long-term--All guaranteed terms of between three and ten years.
During each deposit period, we may offer more than one guaranteed term within
each guaranteed term classification. The contract holder or you, if applicable,
may allocate investments to guaranteed terms within one or both guaranteed term
classifications during a deposit period.
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.
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 certain contracts 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
5% for the first year, 4.75% for the next two years, and 4.5% for the remaining
two years.
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 GAA (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.
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MATURITY OF A GUARANTEED TERM
At least 18 calendar days prior to the maturity of a guaranteed term, we will
notify the contract holder or you, if applicable, of the upcoming deposit
period, the projected value of the amount maturing at the end of the guaranteed
term, and 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 one or more new guaranteed terms available under the current
deposit period; or
- - Transferred to other available investment options; or
- - Withdrawn from the contract.
We do not apply an MVA to amounts transferred or surrendered 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 tax
penalties. If we have not received direction from the contract holder or you, if
applicable, by the maturity date of a guaranteed term, we will automatically
transfer the matured value to one of the following:
- - For contracts distinguishing between short- and long-term classifications,
we will generally transfer the amount maturing to the available deposit
period for the guaranteed term having the shortest maturity within the same
classification, though it may be different than the maturing term; or
- - For contracts that do not distinguish between short- and long-term
classifications, we will generally transfer the maturing amount as follows:
- To a guaranteed term of the same duration, if available; or
- To a guaranteed term with the next shortest duration, if available; or
- To a guaranteed term with the next longest duration.
The contract holder or you, if applicable, will receive a confirmation
statement, plus information on the new guaranteed interest rate(s) and
guaranteed terms.
MATURITY VALUE TRANSFER PROVISION
If we automatically reinvest the proceeds from a matured guaranteed term, the
contract holder or you, if applicable, may transfer or withdraw from GAA 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 or you, if applicable, with respect to a particular matured
guaranteed term value, regardless of the amount involved in the transaction.
[SIDENOTE]
BUSINESS DAY--any day on which the New York Stock Exchange is open.
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TRANSFERS
We allow the contract holder or you, if applicable, to transfer all or a portion
of your account value to GAA 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 days following the close of that deposit period, except for amounts
transferred under the maturity value transfer provision.
We do not apply an MVA to the value transferred upon maturity of a guaranteed
term nor for values transferred under the maturity value transfer provision. We
do not count either of these types of transfers as one of the 12 free transfers
allowed per calendar year by those contracts allowing only 12 free transfers.
When the contract holder or you, if applicable, request 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.
TRANSFERS FROM GAA
For contracts that do not distinguish between short- and long-term
classifications, the contract holder or you, if applicable, may choose the
guaranteed term from which funds will be first withdrawn. If there is more than
one guaranteed term of the same duration, we will withdraw funds starting from
the oldest guaranteed term that has not reached maturity.
If we do not receive directions, we will withdraw funds pro rata from each
guaranteed term in which you are invested. If there is more than one guaranteed
term of the same duration, we will withdraw funds starting from the oldest
guaranteed term that has not reached maturity.
For contracts that distinguish between short- and long-term classifications, the
contract holder or you, if applicable, may choose the guaranteed term
classification from which funds will be first withdrawn. We will withdraw funds
starting from the oldest guaranteed term that has not reached maturity within
the classification chosen.
If we do not receive directions, we will withdraw funds pro rata from the
guaranteed term classifications, starting with the oldest guaranteed term that
has not reached maturity, and any other investment options.
We will apply an MVA to transfers made before the end of a guaranteed term. (See
"Market Value Adjustment.")
TRANSFERS BETWEEN GUARANTEED TERM CLASSIFICATIONS
(For contracts that distinguish between short-term and long-term classifications
only)
The contract holder or you, if applicable, may transfer amounts from short-term
guaranteed terms to available long-term guaranteed terms of the current deposit
period, or from long-term guaranteed terms to available short-term guaranteed
terms of the current deposit period.
For example, funds may be transferred from a three-year guaranteed term (any
time after 90 days from the close of the deposit period applicable to that
three-year guaranteed term) to the open deposit period of a seven-year
guaranteed term.
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Funds will be first transferred from the oldest deposit period for which the
guaranteed term has not reached maturity and we will assess an MVA on the
transferred amount. These transfers are counted toward the 12 free transfers
allowed per calendar year by those contracts allowing only 12 free transfers.
We do not permit the transfer of value from one guaranteed term prior to its
maturity to another guaranteed term within the same classification. For example,
we do not permit transfers from one-year to three-year, one-year to one-year,
five-year to seven-year, or ten-year to seven-year guaranteed terms.
WITHDRAWALS
The contract allows for full or partial withdrawals from GAA 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 Home Office
(or other designated office as provided in the contract).
Partial withdrawals are made pro rata from funding options unless the contract
holder or you, if applicable, request otherwise. For contracts that do not
distinguish between short- and long-term classifications, each guaranteed term
is considered a separate funding option for the purpose of a partial withdrawal.
The contract holder or you, if applicable, may choose the guaranteed term from
which funds will be withdrawn. If there is more than one guaranteed term of the
same duration, we will withdraw funds starting from the oldest guaranteed term
that has not reached maturity. If no guaranteed term is elected, we will
withdraw funds pro rata from each guaranteed term in which you are invested. If
there is more than one guaranteed term of the same duration, we will withdraw
funds starting from the oldest guaranteed term that has not reached maturity.
For contracts distinguishing between short- and long-term classifications, each
guaranteed term classification is considered a separate funding option for the
purpose of a partial withdrawal. The contract holder or you, if applicable, may
elect to take a partial withdrawal from either guaranteed term classification.
We will first withdraw funds from the oldest guaranteed term that has not
reached maturity within the chosen classification. If no guaranteed term
classification is elected, we will withdraw funds pro rata from each
classification (starting with the oldest guaranteed term which has not reached
maturity) and other funding options.
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 a
maintenance fee depending upon the terms of the contract. 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 GAA. Refer to the contract prospectus for a
description of these fees. 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 GAA withdrawal for
up to six months. Refer to the contract prospectus for more details.
REINVESTMENT PRIVILEGE
If allowed by the contract, the contract holder or you, if applicable, may elect
to reinvest all or a portion of a full withdrawal during the 30 days following
such a withdrawal. We must receive amounts for reinvestment within 60 days of
the withdrawal.
We will apply reinvested amounts to the current deposit period. This means that
the guaranteed annual interest rate and guaranteed terms available on the date
of reinvestment will apply. Amounts are reinvested in the guaranteed term
classifications, where applicable, in the same proportion as prior to the full
withdrawal. Any negative MVA we applied to a withdrawal will not be refunded,
and any taxes that were withheld may also not be refunded. Refer to the contract
prospectus for further details.
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MARKET VALUE ADJUSTMENT (MVA)
We apply an MVA to amounts transferred or withdrawn from GAA 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 market value adjustment amount may be negative. Conversely,
when interest rates decrease after the deposit period, the value of the
investment increases and the market value adjustment 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 applied to a withdrawal or transfer from GAA 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
- - Withdrawals due to the death of the participant (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;
- - Payments due to the death of the participant, if paid more than six months
following death; and
- - Full or partial withdrawals during the accumulation phase (except for
withdrawals at the end of a guaranteed term or pursuant to the maturity
value transfer provision, see "Maturity of a Guaranteed Term" and "Maturity
Value Transfer Provision").
Should two or more consecutive guaranteed terms have the same guaranteed
interest rate and mature on the same date, we will calculate an MVA applicable
to each. We will apply the MVA that is more favorable to you to any withdrawal
or transfer from either guaranteed term prior to their maturity.
Under some contracts, election of a Systematic Distribution Option, as described
in the contract prospectus, will not result in an MVA being applied to amounts
withdrawn from GAA.
[SIDENOTE]
AGGREGATE MVA is 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
12
<Page>
CALCULATION OF THE MVA
The amount of the MVA depends on 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).
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:
(1 + i) x
{ ------- } (TO THE POWER OF ---)
(1 + j) 365
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 GAA.
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 GAA. 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 GAA. These charges are
only applicable to the variable funding options.
We may deduct a charge for premium taxes of up to 4% from amounts in GAA, and,
under some contracts, front end sales charges of up to 6%.
Under certain contracts, we reserve the right to charge $10 for each transfer of
accumulated value between available investment options over 12.
Refer to the contract prospectus for further details on contract deductions.
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
GAA 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 only receive an aggregate MVA to the extent
it is positive; 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 further discussion of the income phase.
14
<Page>
CONTRACT LOANS
(403(b) and some 457 and 401(a) Plans Only)
The contract holder or you, if applicable, may not take a loan from amounts held
in GAA, but we include amounts invested in GAA when calculating the account
value which determines the amount available for a loan. Amounts held in GAA must
be transferred to a funding option available for loans in order to be received
as a loan. (Refer to the contract prospectus for more information on contract
loans.) We will apply an MVA to amounts transferred from guaranteed terms due to
a loan request.
INVESTMENTS
Amounts applied to GAA will be deposited in a nonunitized separate account
established under Connecticut law.
A nonunitized separate account is a separate account in which neither the
contract holder nor you participate in the performance of the assets through
unit values or any other interest. Contract holders and participants 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 U.S. Government agencies or instrumentalities (these issues may
or may not be guaranteed by the United States Government);
- - 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; or
- - 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 CONTRACTS
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.
15
<Page>
DISTRIBUTION OF CONTRACTS
The Company's subsidiary, ING Financial Advisers, LLC serves as the principal
underwriter for the variable annuity contracts which include the Guaranteed
Accumulation Account as an investment option. ING Financial Advisers, LLC, a
Delaware limited liability company, is registered as a broker-dealer with the
Securities and Exchange Commission. ING Financial Advisers, LLC is also a member
of the National Association of Securities Dealers, Inc. and the Securities
Investor Protection Corporation. ING Financial Advisers, LLC's principal office
is located at 151 Farmington Avenue, Hartford, Connecticut 06156.
As principal underwriter, ING Financial Advisers, LLC may enter into
arrangements with one or more registered broker-dealers to offer and sell the
contracts. We and our affiliate(s) may also sell the contracts directly. All
individuals offering and selling the contracts must be registered
representatives of a broker-dealer and must be licensed as insurance agents to
sell variable annuity contracts. 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 contracts. Refer to the applicable contract prospectus for
a further 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. The Company owns all assets
supporting the contract obligations of GAA. 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 contracts with respect to any tax liability of the
Company.
TAXATION OF PAYMENTS AND DISTRIBUTIONS. For information concerning the tax
treatment of payments to and distributions from the contracts, please refer to
the applicable contract prospectus.
EXPERTS
We have included and/or incorporated by reference into the Registration
Statement of which this prospectus is a part and/or into this prospectus:
The consolidated financial statements of ING Life Insurance and Annuity Company
and Subsidiaries (the Company), at December 31, 2003, December 31, 2002, and
December 31, 2001, and for the years then ended, which have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
incorporated herein by reference.
The consolidated financial statements of the Company appearing in the Company's
Annual Report on Form 10-K for the year ended December 31, 2003, have been
audited by Ernst & Young LLP, 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 firm as experts in accounting and auditing.
LEGAL MATTERS
For information regarding legal matters affecting the Company or the distributor
of the variable annuity contracts, please refer to the applicable contract
prospectus.
16
<Page>
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:
SEC Public Reference Room
450 Fifth Street, N.W.
Washington, D.C. 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 or by e-mailing publicinfo@sec.gov. You may
also find more information about the Company by visiting the Company's homepage
on the internet at www.ingretirementplans.com.
A copy of the Company's annual report on Form 10-K for the year ended December
31, 2003 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 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 Sections 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 Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, CT 06156-1277
1-800-262-3862
INQUIRIES
You may contact us directly by writing or calling to us at the address or phone
number shown above.
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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 that may be
assessed under the contract upon withdrawal.
EXAMPLE I
<Table>
<Caption>
ASSUMPTIONS: ASSUMPTIONS:
i, the deposit period yield, is 4% i, the deposit period yield, is 5%
j, the current yield, is 6% j, the current yield, is 6%
x, the number of days remaining (computed from x, the number of days remaining (computed from
Wednesday of the week of withdrawal) in the Wednesday of the week of withdrawal) in the
guaranteed term, is 927. guaranteed term, is 927.
(1 + i) x
MVA --> = --> { ------- } (TO THE POWER OF ---) (1 + i) x
(1 + j) 365 MVA --> = --> { ------- } (TO THE POWER OF ---)
(1 + j) 365
(1.04) 927 (1.05) 927
MVA --> = --> { ------ } (TO THE POWER OF ---) MVA --> = --> { ------ } (TO THE POWER OF ---)
(1.06) 365 (1.06) 365
= .9528 = .9762
In this example, the deposit period yield of 4% is In this example, the deposit period yield of 5% is
less than the current yield of 6%; therefore, the less than the current yield of 6%; therefore, the
MVA is less than one. The amount withdrawn from the MVA is less than one. The amount withdrawn from the
guaranteed term is multiplied by this MVA. guaranteed term is multiplied by this MVA.
If a withdrawal or transfer request of a specific If a withdrawal or transfer request of a specific
dollar amount is requested, the amount withdrawn dollar amount is requested, the amount withdrawn
from a guaranteed term will be increased to from a guaranteed term will be increased to
compensate for the negative MVA amount. For compensate for the negative MVA amount. For
example, a withdrawal request to receive a check example, a withdrawal request to receive a check
for $2,000 would result in a $2,099.08 withdrawal for $2,000 would result in a $2,048.76 withdrawal
from the guaranteed term. from the guaranteed term.
</Table>
18
<Page>
EXAMPLE II
<Table>
<Caption>
ASSUMPTIONS: ASSUMPTIONS:
i, the deposit period yield, is 6% i, the deposit period yield, is 5%
j, the current yield, is 4% j, the current yield, is 4%
x, the number of days remaining (computed from x, the number of days remaining (computed from
Wednesday of the week of withdrawal) in the Wednesday of the week of withdrawal) in the
guaranteed term, is 927. guaranteed term, is 927.
(1 + i) x
MVA --> = --> { ------- } (TO THE POWER OF ---) (1 + i) x
(1 + j) 365 MVA --> = --> { ------- } (TO THE POWER OF ---)
(1 + j) 365
(1.06) 927 (1.05) 927
MVA --> = --> { ------ } (TO THE POWER OF ---) MVA --> = --> { ------ } (TO THE POWER OF ---)
(1.04) 365 (1.04) 365
= 1.0496 = 1.0246
In this example, the deposit period yield of 6% is In this example, the deposit period yield of 5% is
greater than the current yield of 4%; therefore, greater than the current yield of 4%; therefore,
the MVA is greater than one. The amount withdrawn the MVA is greater than one. The amount withdrawn
from the guaranteed term is multiplied by this MVA. from the guaranteed term is multiplied by this MVA.
If a withdrawal or transfer request of a specific If a withdrawal or transfer request of a specific
dollar amount is requested, the amount withdrawn dollar amount is requested, the amount withdrawn
from a guaranteed term will be decreased to reflect from a guaranteed term will be decreased to reflect
the positive MVA amount. For example, a withdrawal the positive MVA amount. For example, a withdrawal
request to receive a check for $2,000 would result request to receive a check for $2,000 would result
in a $1,905.49 withdrawal from the guaranteed term. in a $1,951.98 withdrawal from the guaranteed term.
</Table>
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<Page>
APPENDIX II
EXAMPLES OF MARKET VALUE ADJUSTMENT AT VARIOUS YIELDS
The following hypothetical examples show the market value adjustment based on a
given current yield at various times remaining in the guaranteed term. Table A
illustrates the application of the market value adjustment based on a deposit
period yield of 6%; Table B illustrates the application of the market value
adjustment based on a deposit period yield of 5%. The market value adjustment
will have either a positive or negative influence on the amount withdrawn from
or remaining in a guaranteed term. Also, the amount of the market value
adjustment generally decreases as the end of the guaranteed term approaches.
TABLE A: DEPOSIT PERIOD YIELD OF 6%
<Table>
<Caption>
CHANGE IN TIME REMAINING TO
DEPOSIT MATURITY OF GUARANTEED TERM
CURRENT PERIOD ------------------------------------------------------------------------------
YIELD YIELD 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%
<Table>
<Caption>
CHANGE IN TIME REMAINING TO
DEPOSIT MATURITY OF GUARANTEED TERM
CURRENT PERIOD ------------------------------------------------------------------------------
YIELD YIELD 8 YEARS 6 YEARS 4 YEARS 2 YEARS 1 YEAR 3 MONTHS
----- ----- ------- ------- ------- ------- ------ --------
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>
20
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Not Applicable
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 33-779 of the Connecticut General Statutes ("CGS") provides that a
corporation may provide indemnification of or advance expenses to a director,
officer, employee or agent only as permitted by Sections 33-770 to 33-778,
inclusive, of the CGS. Reference is hereby made to Section 33-771(e) of the CGS
regarding indemnification of directors and Section 33-776(d) of CGS regarding
indemnification of officers, employees and agents of Connecticut corporations.
These statutes provide in general that Connecticut corporations incorporated
prior to January 1, 1997 shall, except to the extent that their certificate of
incorporation expressly provides otherwise, indemnify their directors, officers,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, including an excise tax assessed with
respect to an employee benefit plan, or reasonable expenses incurred with
respect to a proceeding) when (1) a determination is made pursuant to Section
33-775 that the party seeking indemnification has met the standard of conduct
set forth in Section 33-771 or (2) a court has determined that indemnification
is appropriate pursuant to Section 33-774. Under Section 33-775, the
determination of and the authorization for indemnification are made (a) by the
disinterested directors, as defined in Section 33-770(3); (b) by special
counsel; (c) by the shareholders; or (d) in the case of indemnification of an
officer, agent or employee of the corporation, by the general counsel of the
corporation or such other officer(s) as the board of directors may specify.
Also, Section 33-772 with Section 33-776 provide that a corporation shall
indemnify an individual who was wholly successful on the merits or otherwise
against reasonable expenses incurred by him in connection with a proceeding to
which he was a party because he is or was a director, officer, employee, or
agent of the corporation. Pursuant to Section 33-771(d), in the case of a
proceeding by or in the right of the corporation or with respect to conduct for
which the director, officer, agent or employee was adjudged liable on the basis
that he received a financial benefit to which he was not entitled,
indemnification is limited to reasonable expenses incurred in connection with
the proceeding against the corporation to which the individual was named a
party.
<Page>
The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who was a director, officer, employee or
agent of the corporation. Consistent with the statute, ING Groep N.V. maintains
an umbrella insurance policy with an international insurer. The policy covers
ING Groep N.V. and any company in which ING Groep N.V. has an ownership control
of over 50%. This would encompass the principal underwriter as well as the
depositor. The policy provides for the following types of coverage: errors and
omissions, directors and officers, employment practices, fiduciary and fidelity.
Section 20 of the ING Financial Advisers, LLC Limited Liability Company
Agreement provides that ING Financial Advisers, LLC will indemnify certain
persons against any loss, damage, claim or expenses (including legal fees)
incurred by such person if he is made a party or is threatened to be made a
party to a suit or proceeding because he was a member, officer, director,
employee or agent of ING Financial Advisers, LLC, as long as he acted in good
faith on behalf of ING Financial Advisers, LLC and in a manner reasonably
believed to be within the scope of his authority. An additional condition
requires that no person shall be entitled to indemnity if his loss, damage,
claim or expense was incurred by reason of his gross negligence or willful
misconduct. This indemnity provision is authorized by and is consistent with
Title 8, Section 145 of the General Corporation Law of the State of Delaware.
Exhibits
(4) Instruments Defining the Rights of Security Holders(1)
(a) Variable Annuity Contract (G-CDA-HF)(2)
(b) Variable Annuity Contract Certificate (GTCC-HF)(3)
(c) Variable Annuity Contract (GIT-CDA-HO)(4)
(d) Variable Annuity Contract (G-CDA-IA(RP))(5)
(e) Variable Annuity Contract Certificate (GTCC-IA(RP))(6)
(f) Variable Annuity Contract (G-CDA(99))(7)
(g) Variable Annuity Contract Certificate (CDACERT (99))(7)
(h) Variable Annuity Contract (GLIT-CDA-HO)(4)
(i) Variable Annuity Contract (GST-CDA-HO)(4)
(j) Variable Annuity Contract (IP-CDA-IB)(8)
(k) Variable Annuity Contract (I-CDA-IA(RP))(5)
(l) Variable Annuity Contract (I-CDA-HD)(4)
(m) Variable Annuity Contract (GIH-CDA-HB)(3)
(n) Variable Annuity Contract (IMT-CDA-HO)(3)
(o) Variable Annuity Contract (G-401-IB(X/M))(9)
(p) Variable Annuity Contract (G-CDA-IB(XC/SM))(9)
(q) Variable Annuity Contracts (G-CDA-IB(ATORP)) and (G-CDA-IB
(AORP))(10)
(r) Variable Annuity Contract (G-CDA-96(TORP))(11)
(s) Group Combination Annuity Contract (Nonparticipating)
(A001RP95)(12)
(t) Group Combination Annuity Contract (Nonparticipating)
(A007RC95)(12)
<Page>
(u) Group Combination Annuity Certificate (Nonparticipating)
(A020RV95)(12)
(v) Group Combination Annuity Certificate (Nonparticipating)
(A027RV95)(12)
(w) Variable Annuity Contract (GID-CDA-HO)(13)
(x) Variable Annuity Contract (GSD-CDA-HO)(13)
(y) Variable Annuity Contract (IST-CDA-HO)(14)
(z) Variable Annuity Contract (I-CDA-HD(XC))(14)
(aa) Variable Annuity Contract (HR1O-DUA-GIA)(15)
(bb) Variable Annuity Contract (GA-UPA-GO)(15)
(cc) Variable Annuity Contracts (G-TDA-HH(XC/M)) and (G-TDA-HH
(XC/S))(16)
(dd) Variable Annuity Certificate (GTCC-HH(XC/M))(17)
(ee) Variable Annuity Certificate (GTCC-HH(XC/S))(17)
(ff) Variable Annuity Contract (IA-CDA-IA)(2)
(gg) Variable Annuity Contract (GLID-CDA-HO)(13)
(hh) Variable Annuity Contract (G-CDA-HD)(18)
(ii) Variable Annuity Contract Certificate (GTCC-HD)(6)
(jj) Variable Annuity Contract (G-CDA-IA(RPM/XC))(4)
(kk) Variable Annuity Contracts and Certificate (G-CDA-95(ORP)),
(G-CDA-95(TORP)) and (GTCC-95 (ORP))(10)
(ll) Variable Annuity Contracts and Certificate (G-CDA-ORP),
(CDA-IB(TORP)) and (GTCC-95(TORP))(10)
(mm) Variable Annuity Contract (IRA-CDA-IC)(5)
(nn) Variable Annuity Contract (GIP-CDA-HB)(19)
(oo) Variable Annuity Contract (I-CDA-98(ORP))(6)
(pp) Variable Annuity Contract (G-CDA(12/99))(20)
(qq) Variable Annuity Contract Certificate (C-CDA(12/99))(20)
(rr) Variable Annuity Contract (G-CDA-99(NY))(20)
(ss) Variable Annuity Contract Certificate (C-CDA-99(NY))(20)
(tt) Variable Annuity Contract (G-CDA(99))(20)
(uu) Variable Annuity Contract Certificate (C-CDA(99))(20)
(vv) Variable Annuity Contract Certificate (GDCC-HF)(20)
(ww) Variable Annuity Contract Certificate (GDCC-HD)(20)
(xx) Variable Annuity Contract (G-CDA-HD(XC)(20)
(yy) Variable Annuity Contract Certificate (GDCC-HO)(20)
(zz) Variable Annuity Contract Certificate (GDCC-HD(XC))(20)
(a1) Variable Annuity Contract Certificate (GTCC-HD(XC))(20)
(b1) Variable Annuity Contract Certificate (GTCC-HO)(20)
(c1) Variable Annuity Contract Certificate (GTCC-96(ORP))(20)
<Page>
(d1) Variable Annuity Contract G-CDA-96(ORP))(20)
(e1) Variable Annuity Contract Certificate (GTCC-96(TORP))(20)
(f1) Variable Annuity Contract Certificate (GTCC-IB(ATORP))(20)
(g1) Variable Annuity Contract Certificate (GTCC-IB(AORP)(20)
(h1) Variable Annuity Contract (ISE-CDA-HO)(21)
(i1) Variable Annuity Contract (G-CDA-IB(ORP))(10)
(j1) Variable Annuity Contract (G-CDA-IB(TORP))(10)
(k1) Variable Annuity Contract (G-CDA-01(NY))(22)
(l1) Variable Annuity Contract Certificate (C-CDA-01(NY))(22)
(5) Opinion re Legality
(10) Material contracts are listed under Item 14(a)10 in the
Company's Form 10-K for the fiscal year ended December 31,
2003 (File No. 33-23376), as filed with the Commission on
March 29, 2004. Each of the Exhibits so listed is
incorporated by reference as indicated in the Form 10-K
(13) ING Life Insurance and Annuity Company Form 10-K for the fiscal
year ended December 31, 2003
(23) (a) Consent of Independent Auditors
(b) Consent of Legal Counsel (included in Exhibit (5) above)
(24) (a) Powers of Attorney
(b) Certificate of Resolution Authorizing Signature by Power of
Attorney(5)
Exhibits other than those listed above are omitted because they are not required
or are not applicable.
1. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form S-1 (File No. 33-60477), as filed on April 15, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 14 to
Registration Statement on Form N-4 (File No. 33-75964), as filed on
July 29, 1997.
3. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75980), as filed on February 12, 1997.
4. Incorporated by reference to Post-Effective Amendment No. 12 to the
Registration Statement on Form N-4 (File No. 33-75964), as filed on
February 11, 1997.
5. Incorporated by reference to Post-Effective Amendment No. 5 to the
Registration Statement on Form N-4 (File No. 33-75986), as filed on
April 12, 1996.
6. Incorporated by reference to Post-Effective Amendment No. 11 to
Registration Statement on Form N-4 (File No. 333-01107), as filed on
February 4, 1999.
7. Incorporated by reference to Post-Effective Amendment No. 13 to
Registration Statement on Form N-4 (File No. 333-01107), as filed on
April 7, 1999.
8. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-4 (File No. 33-75988), as filed on April 15, 1996.
9. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-81216), as filed on April 7, 1996.
10. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-91846), as filed on April 15, 1996.
<Page>
11. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-91846), as filed on August 6, 1996.
12. Incorporated by reference to Registration Statement on Form N-4 (File No.
333-01107), as filed on February 21, 1996.
13. Incorporated by reference to Post-Effective Amendment No. 12 to
Registration Statement on Form N-4 (File No. 33-75982), as filed on
February 20, 1997.
14. Incorporated by reference to Post-Effective Amendment No. 7 to Registration
Statement on Form N-4 (File No. 33-75992), as filed on February 13, 1997.
15. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75974), as filed on February 28, 1997.
16. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75962), as filed on April 17, 1996.
17. Incorporated by reference to Post-Effective Amendment No. 14 to
Registration Statement on Form N-4 (File No. 33-75962), as filed on
April 17, 1998.
18. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75982), as filed on April 22, 1996.
19. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-4 (File No. 33-75980), as filed on August 19, 1997.
20. Incorporated by reference to Post-Effective Amendment No. 19 to
Registration Statement on Form N-4 (File No. 333-01107), as filed on
February 16, 2000.
21. Incorporated by reference to Post-Effective Amendment No. 21 to
Registration Statement on Form N-4 (File No. 33-75996), as filed on
February 16, 2000.
22. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form S-2 (File No. 333-60016), as filed on April 5, 2002.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows, pursuant to Item 512 of
Regulation S-K:
(a) Rule 415 offerings:
(1) To file, during any period in which offers or sales of the
registered securities are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material
<Page>
changes to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(h) Request for Acceleration of Effective Date:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
ITEM 18. FINANCIAL STATEMENTS AND SCHEDULES
Not Applicable
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-2 (File No. 333-104456)
to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Hartford, State of Connecticut, on this 5th day of April, 2004.
By: ING LIFE INSURANCE AND ANNUITY
COMPANY
(REGISTRANT)
By: Keith Gubbay*
-----------------------------------
Keith Gubbay
President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
Keith Gubbay* Director and President )
- --------------------------------- (principal executive officer) )
Keith Gubbay
)
Thomas J. McInerney* Director ) April 5, 2004
- ---------------------------------
Thomas J. McInerney )
)
Kathleen A. Murphy* Director )
- ---------------------------------
Kathleen A. Murphy )
)
Jacques de Vaucleroy* Director )
- ---------------------------------
Jacques de Vaucleroy )
)
David Wheat* Director and Chief Financial Officer )
- --------------------------------- (principal accounting officer) )
David Wheat
</Table>
By: /s/ Michael A. Pignatella
----------------------------------------------
Michael A. Pignatella
Attorney-in-Fact
----------------------------------------------
<Page>
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. EXHIBIT
- ----------- -------
16(5) Opinion re: Legality
------------
16(13) ING Life Insurance and Annuity Company Form 10-K for the fiscal year ended **
December 31, 2003
16(23)(a) Consent of Independent Auditors
------------
16(23)(b) Consent of Legal Counsel *
16(24)(a) Powers of Attorney
------------
</Table>
*Included in Exhibit 16(5) above
**Filed by Module Name: ILIAC10K123103