SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 11-K

             FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
               AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



     [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

For the Fiscal Year ended December 31, 2002

OR

     [    ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the Transition Period from ________________ to __________________


Commission File No. 1-14642

     A.   Full title of the plan and the address of the plan if  different  from
          that of the issuer named below:

          ING 401(k) Plan for ILIAC Agents



     B.   Name of issuer of the  securities  held  pursuant  to the plan and the
          address of its principal executive office:

          ING GROEP N.V.

          Amstelveenseweg 500
          1081 KL Amsterdam
          The Netherlands
                    or
          P.O. Box 810
          1000 AV Amsterdam
          The Netherlands









ING 401(k) Plan for ILIAC Agents
Contents of Audited Financial Statements and Supplemental Schedule





The following financial statements and supplemental  schedule for the ING 401(k)
Plan for ILIAC Agents are being filed herewith:

Description                                                                                                 Page

                                                                                                         
Financial  Statements and Supplemental Schedule
December 31, 2002 and 2001, and the year ended December 31, 2002:

Report of Independent Auditors                                                                               3

Financial Statements:

         Statements of Net Assets Available for Benefits as of:

         December 31, 2002                                                                                   5

         December 31, 2001                                                                                   5

         Statements of Changes in Net Assets  Available for Benefits for the years ended:

         December 31, 2002                                                                                   6

         December 31, 2001                                                                                   6

         Notes to Financial Statements                                                                       7


Supplemental Schedule:

         Schedule H, Line 4i - Schedule of Assets (Held End of Year)                                        15





         The following exhibits are being filed herewith:

         Exhibit No.       Description

              1            Consent of Independent Auditors - Ernst & Young LLP

           99.1            Certification Pursuant to 18 U.S.C. Section 1350
                           (Section 906 of the Sarbanes-Oxley Act of 2002)






                         Report of Independent Auditors

Board of Directors
ING 401(k) Plan for ILIAC Agents

We have audited the accompanying statements of net assets available for benefits
of the ING 401(k) Plan for ILIAC  Agents as of December  31, 2002 and 2001,  and
the related  statements of changes in net assets  available for benefits for the
years then ended.  These  financial  statements  are the  responsibility  of the
Plan's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements based on our audits.

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

As  permitted  by 29 CFR  2520.103-8  of the  Department  of  Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974, investment assets held by Aetna Life Insurance and Annuity
Company,  the  custodian  of the Plan,  and  transactions  in those  assets were
excluded  from the scope of our audit of the Plan's 2001  financial  statements,
except  for  comparing  the  information  provided  by the  custodian,  which is
summarized in Note 4 to the financial  statements,  with the related information
included in the financial statements.

Because of the  significance  of the  information  that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial  statements as
of December 31, 2001.  The form and content of the  information  included in the
2001  financial  statements,  other  than  that  derived  from  the  information
certified by the  custodian,  have been  audited by us and, in our opinion,  are
presented in compliance with the Department of Labor's Rules and Regulations for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the net assets  available  for benefits of the Plan at
December 31, 2002,  and changes in its net assets  available for benefit for the
year then ended in conformity with accounting  principles  generally accepted in
the United States.

Our  audit of the  Plan's  financial  statements  as of and for the  year  ended
December 31, 2002,  was  performed  for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedule of
assets  (held at end of year) as of December  31,  2002,  is  presented  for the
purpose  of  additional  analysis  and is not a required  part of the  financial
statements  but is  supplementary  information  required  by the  Department  of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement  Income  Security  Act of 1974.  This  supplemental  schedule  is the
responsibility  of the Plan's  management.  The  supplemental  schedule has been
subjected  to the  auditing  procedures  applied  in the audit of the  financial
statements for the year ended December 31, 2002, and, in our opinion,  is fairly
stated in all material respects in relation to the financial statements taken as
a whole.

                                                           /S/ Ernst & Young LLP


June 23, 2003




ING 401(k) Plan for ILIAC Agents
Statements of Net Assets Available for Benefits
As of December 31, 2002 and 2001






                                                                          2002                2001
                                                                   ------------------- --------------------
                                                                                 
Assets Investments at fair value:
     Cash and cash equivalents                                     $               -   $         172,238
     Mutual funds                                                         11,588,519          12,866,228
     Common stock                                                             95,674                   -
     Participant loans                                                       527,257                   -
Group annuity contract at contract value                                   1,541,122             533,325
                                                                   ------------------- --------------------
Net assets available for benefits                                  $      13,752,572   $      13,571,791
                                                                   =================== ====================









   The accompanying notes are an integral part of these financial statements.






ING 401(k) Plan for ILIAC Agents
Statements  of Changes in Net Assets  Available for Benefits For the years ended
December 31, 2002 and 2001



                                                                            2002                2001
                                                                   ------------------- --------------------
Additions:
                                                                                

     Interest and dividends                                        $         144,147   $          21,694
     Contributions - participant                                           3,057,481           2,605,154
     Employer contributions                                                1,014,903           1,003,023
                                                                   ------------------- --------------------
Total additions                                                            4,216,531           3,629,871

Deductions:
     Net depreciation in fair value of investments                         3,457,236           1,526,945
     Benefits paid to participants                                           573,304             502,244
     Administrative expenses                                                   5,210               7,917
                                                                   ------------------- --------------------
Total deductions                                                           4,035,750           2,037,106

                                                                   ------------------- --------------------
Net increase                                                                 180,781           1,592,765

Net assets available for benefits:
     Beginning of year                                                    13,571,791          11,979,026
                                                                   ------------------- --------------------
     End of year                                                   $      13,752,572   $      13,571,791
                                                                   =================== ====================



   The accompanying notes are an integral part of these financial statements.







ING 401(k) Plan for ILIAC Agents
Notes to Financial Statements

1. Description of Plan

General

The  following  description  of the ING 401(k) Plan for ING Life  Insurance  and
Annuity Company ("ILIAC") Agents (the "Plan") provides only general information.
Participants  should refer to the Summary Plan  Description  for a more complete
description of the Plan's provisions.

The Plan is a voluntary  defined  contribution  plan  available to all full-time
insurance  salesmen who, as defined,  have entered into a Career Agent Agreement
with ILIAC.  The Plan is subject to the  provisions  of the Employee  Retirement
Income Security Act of 1974 ("ERISA").

ILIAC is the Plan sponsor and ING US Pension Committee is the plan administrator
(the "Plan  Administrator").  Effective  January 2002, ING National Trust became
the trustee of the Plan. The former trustee was Mellon Bank  ("Mellon")  through
January 2002.

Plan Amendment

Effective  January 1, 2002,  the Plan was amended to change the name of the Plan
to ING 401(k)  Plan for ILIAC  Agents from  Agents of Aetna Life  Insurance  and
Annuity Company Incentive Savings Plan.

Investment Options

Effective  January 1, 2002, ING National Trust,  the trustee of the Plan,  holds
plan  investments.  Prior to that date, plan investments were held by Aetna Life
Insurance and Annuity Company,  the custodian of the Plan. At December 31, 2002,
the Plan's assets were comprised of the following investment vehicles: ING Fixed
Account,  ING GNMA Income Fund, ING  Intermediate  Bond Fund,  Fidelity  Puritan
Fund, ING Index Plus LargeCap Fund,  Merrill Lynch Equity Index Trust,  Fidelity
Blue Chip Growth Fund,  ING Growth Fund,  ING  LargeCap  Growth Fund,  ING Value
Opportunity Fund, MFS Capital Opportunities Fund, AIM Small Cap Growth Fund (A),
ING Index Plus MidCap Fund, ING Small Company Fund,  ING SmallCap  Opportunities
Fund, ING Global  Technology  Fund, ING  International  Fund, ING  International
Value Fund, Janus Worldwide Fund and ING Market Stock Fund.

Eligibility

All employees  meeting the age,  service and other qualifying  requirements,  as
defined  in  the  applicable  Plan  agreement,   are  immediately   eligible  to
participate in the Plan.





Participant Accounts

Each participant's  account is credited with the participant's  contribution and
allocations  of Plan  earnings  and is charged with an  administrative  fee. All
earnings,  with  respect to  participant's  accounts,  will be allocated to each
participant's  account  as soon as  practicable  after  they  accrue or arise in
proportion  to the  account  values  of  the  participant's  account.  Forfeited
balances of terminated participants nonvested accounts are used to reduce future
Company  contributions or pay Plan expenses.  The benefit to which a participant
is entitled is the benefit that can be provided  from the  participant's  vested
account.

Vesting

Participants are immediately vested in their  contributions plus actual earnings
thereon.  Participants vest in ILIAC matching  contributions over three years of
service at the rate of 50% after the first  year,  75% after the second year and
100% after the third year.  Employees are  immediately  fully vested when any of
the following  occur:  (1) obtaining age 65 while actively  employed,  (2) dying
while actively  employed,  (3) obtaining  eligibility for benefits under Aetna's
managed long term disability plan, or (4) termination or partial  termination of
the Plan.

Effective January 1, 2002, for those participants that enter into a career agent
agreement  after January 1, 2002, the Plan was amended to provide for vesting in
ILIAC matching contributions ratably over four years of completed service.

The amount of cumulative forfeited nonvested participant accounts as of December
31, 2002 and 2001 is $25,908 and $15,910, respectively.

Employee Contributions

Prior to January 1, 2002,  participants  could  contribute  up to 10% of pre-tax
eligible  earnings as defined by ILIAC.  Effective  January 1, 2002 participants
may contribute up to 20% of an active participant's pay. These contributions are
considered to be employee  contributions in accordance with the Internal Revenue
Code ("IRC"). Contributions are subject to certain limitations of the IRC.

Employer Contributions

ILIAC matches participants'  deferral contributions at 50% of each participant's
contributions  up to the  first  6% of total  eligible  earnings.  The  Internal
Revenue  Service  ("IRS") limits can affect  certain  highly paid  participants'
eligibility to receive matching contributions.





Loans

Effective January 1, 2002,  subject to the provisions of the Plan,  participants
may borrow against their account balances  provided that the amount requested is
at least  $1,000 but not more than the  lesser of 50% of the  vested  balance or
$50,000.

Each loan will bear an  interest  rate as  prescribed  by the Plan's  applicable
provisions,  currently  prime interest rate plus 1%. Loan repayment  periods are
for a maximum of five years.  Principal and interest are repaid ratably  through
commission check deductions.
Benefits

Upon  termination  of  service  due  to  death,  disability  or  retirement,   a
participant  or  his/her  beneficiary  may elect to  receive  either a  lump-sum
distribution  or  periodic  payments  of  the  vested  account   balances.   The
installments  shall be provided  from a group  annuity  contract  or  individual
contract purchased by ILIAC.  Effective January 1, 2002, a participant may elect
to receive his or her benefit in Company (defined as American  Depository Shares
of ING Groep, N.V., a Netherlands Corporation which is the parent company of the
custodian  of the plan)  stock to the  extent  his or her  account  is vested in
Company stock.

Administrative Expenses

The Plan sponsor pays expenses in excess of the basic charge,  as defined in the
Plan document, which are deducted from participant accounts.
Plan Termination

Although  it has not  expressed  any intent to do so, the  Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan  subject  to the  provisions  of ERISA.  In the event of Plan  termination,
participants will become 100% vested in their accounts.

2. Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared using the accrual basis
of accounting.





Investment Valuation and Income Recognition

The Plan provides for investments in ING American Depository Shares,  guaranteed
investment  contract  ("GIC") related  investments and mutual funds.  Investment
securities,  in general,  are exposed to various  risks,  such as interest rate,
credit and overall market  volatility risks. Due to the level of risk associated
with certain investment  securities,  it is reasonably  possible that changes in
values of investment  securities will occur in the near term; such changes could
materially affect the amounts reported in the statements of net assets available
for benefits.

Mutual  funds are  stated  at fair  value,  which is the  quoted  market  price.
Investments  in ING American  Depository  Shares are based on the quoted  market
price of the common  shares of ING Groep N.V. The group  annuity  contract  (ING
Fixed  Account) is  presented  at contract  value in  accordance  with  American
Institute of Certified Public Accountants  (AICPA) Statement of Position ("SOP")
94-4 Reporting of Investment  Contracts Held by Health and Welfare Benefit Plans
and Defined  Contribution  Pension Plans, which approximates fair value. The ING
Fixed Account guarantees a minimum rate of interest.  Once the rate is credited,
the interest becomes part of the principal and the investment  increases through
compound interest.

Loans  to  participants  are  valued  at  their  outstanding   balances,   which
approximate fair value.

Interest  income is recorded on the accrual basis of  accounting.  Dividends are
recorded on the ex-dividend date. Purchases and sales of securities are recorded
on the trade date.

Use of Estimates

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

Reclassification

Certain  2001   balances  have  been   reclassified   to  conform  to  the  2002
presentation.




3. Income Tax Status

The Plan has received a determination  letter from the Internal  Revenue Service
dated June 11, 1996,  stating that the Plan is qualified under Section 401(a) of
the IRC and, therefore, the related trust is exempt from taxation. Subsequent to
the  issuance  of this  determination  letter,  the Plan was  amended  and a new
determination  letter  was  received  (see  Subsequent  Event  footnote).   Once
qualified,  the Plan is  required  to  operate  in  conformity  with the Code to
maintain its  qualification.  The plan  administrator  believes that the Plan is
being operated in compliance  with the applicable  requirements of the Code and,
therefore,  believes  that the Plan is  qualified  and the related  trust is tax
exempt.

The Plan was amended and restated  effective January 1, 2002, to incorporate the
applicable requirements of the Uruguay Round Agreements Act ("GAAT"),  Uniformed
Services  Employment  and  Reemployment  Rights Act of 1994,  Small Business Job
Protection  Act of 1996, the Taxpayer  Relief Act of 1997, the Internal  Revenue
Service  Restructuring  and Reform  Act of 1998 and the  Community  Renewal  Tax
Relief Act of 2000.


4. Investments

The following  individual  investments  represent 5% or more of the Plan's total
net assets as of the years ended December 31:


                                                 2002                    2001
                                          ----------------        --------------
ING Small Company Fund-Class I            $   2,496,094             $  3,569,200
American Century Ultra Fund                         N/A                2,542,130
Fidelity Equity Income Fund                         N/A                  657,552
Fidelity Growth Opportunities Fund                  N/A                  887,929
Janus Fund                                          N/A                2,753,026
Templeton Foreign Fund                              N/A                1,126,422
ING Fixed Account                             1,541,122                      N/A
Fidelity Blue Chip Growth Fund                1,987,272                      N/A
ING Growth Fund-Class I                       1,624,859                      N/A
MFS Capital Opportunities Fund                  745,732                      N/A
ING International Value Fund-Class I          1,171,579                      N/A



The net appreciation  (depreciation)  in fair value of each significant class of
investments,  which  consists of the realized gains of losses and the unrealized
appreciation  (depreciation) on those  investments,  is as follows for the years
ended December 31:
                                          2002                       2001
                                    ------------------       -------------------
Mutual Funds                          $     (3,423,356)        $     (1,526,945)
ING Company Shares                             (33,880)                       -
                                    ------------------       -------------------
Net depreciation in fair value        $     (3,457,236)        $     (1,526,945)
                                    ==================       ===================





5. Blackout Period

During  2002,  as  part of the  transfer  to a new  trustee,  the  Plan  Sponsor
initiated  blackout period  restrictions  with respect to participant  activity.
Effective November 30, 2001, former investment  allocations were mapped based on
a  prescribed  table  into new funds and new  options  were  made  available  to
participants. The following table represents a summary of this fund mapping:





        Sector                          New Funds                               Former Funds
------------------------ ---------------------------------------- -----------------------------------------
                                                           

Global/                  Pilgrim International Value Fund         Templeton Foreign Fund
International

                         Janus Worldwide Fund                     New Investment Option
                         Pilgrim International Fund
                         Pilgrim Global Fund
                         Technology Fund

------------------------ ---------------------------------------- -----------------------------------------
Aggressive Growth        Aetna Small Company Fund                 Aetna Small Company Fund

                         Aetna Index Plus MidCap Fund             New Investment Option
                         AIM SmallCap Growth Fund
                         Pilgrim SmallCap Opportunities Fund

------------------------ ---------------------------------------- -----------------------------------------
Growth                   Aetna Growth Fund                        American Century Ultra Fund

                         Aetna Value Opportunity Fund             Neuberger & Berman Guardian Trust Fund

                         Fidelity Blue Chip Growth Fund           Janus Fund

                         MFS Capital Opportunities Fund           Fidelity Advisor Growth Opportunities

------------------------ ---------------------------------------- -----------------------------------------
Growth and Income        Aetna Index Plus LargeCap Fund           Aetna Growth & Income Fund
(stocks)
                         Merrill Lynch Equity Index Trust         Fidelity Advisor Equity Income

------------------------ ---------------------------------------- -----------------------------------------
Growth and Income        Fidelity Puritan Fund                    Evergreen Foundation Fund
(stocks and bonds)

------------------------ ---------------------------------------- -----------------------------------------
Income                   Pilgrim Intermediate Bond Fund           Janus Flexible Income Fund
                                                                  Aetna Bond Fund

                         Pilgrim GNMA Income Fund                 New Investment Option

------------------------ ---------------------------------------- -----------------------------------------
Stability of Principal   Aetna Fixed Account                      Aetna Fixed Account
                                                                  Aetna Money Market Fund

---------------------- ---------------------------------------- -----------------------------------------
Company Stock            ING Market Stock Fund                    New Investment Option








In December  2001,  all activity was suspended  while account  records and trust
assets were  transferred to the new trustee.  During January 2002,  current year
contributions are directed to the new Plan trustee. Effective February 15, 2002,
the blackout period ended and  full-service  activity resumed on all participant
accounts.

6. Parties-in-Interest to the Plan

The Plan holds  investments  in  several  mutual  funds that are  managed by the
affiliated   companies  of  the  Plan  Sponsor.   These  funds  are   considered
parties-in-interest  to the  Plan.  At  December  31,  2002 and  2001,  funds of
$9,354,919  and  $4,933,567  were held in such  investments  and are  considered
parties-in-interest to the Plan.

7. Subsequent Event

The Plan received a determination letter from the Internal Revenue Service dated
March 27, 2003,  stating that the Plan is qualified  under Section 401(a) of the
IRC and,  therefore,  the related trust is not subject to taxation under current
law.





                              Supplemental Schedule




ING 401(k) Plan for ILIAC Agents  EIN-71-0294708  Plan-005 Schedule H, Line 4(i)
Schedule of Assets (Held at End of Year) At December 31, 2002





        Identity of Issuer,
         Borrower, Lessor or      Description of Investment Including Maturity Date, Rate
          Similar Party               of Interest, Collateral, Par or Maturity Value                                 Current Value
                                                                                                        
 (a)             (b)                                      (c)                                                            (e)
------- ----------------------    -------------------------------------------------------                          ----------------

  *     ING Fixed Account          Investments underlying the ING Fixed Account are managed                          $   1,541,122
                                   with a goal of producing the highest sustainable
                                   credited interest rates. An emphasis on high-credit,
                                   mortgage backed securities, and careful monitoring of
                                   the portfolio's risk to changes in interest rates are
                                   key strategies for maintaining competitive rates. The
                                   fixed account credited rate is 5.65% in 2002.

  *     ING GNMA Income Fund       This separate account seeks a high level of current                                     250,417
                                   income, consistent with liquidity and safety of
                                   principal, through investment primarily in
                                   mortgage-backed GNMA certificates that are guaranteed
                                   as to the timely payment of principal and interest by
                                   the United States Government. 27,732 units at $9.03
                                   per unit

  *     ING Intermediate           This separate account seeks to provide investors with a                                 414,109
        Bond Fund                  high level of current income, consistent with the
                                   preservation of capital and liquidity.  39,666 units
                                   at $10.44 per unit.

        Fidelity Puritan Fund      This separate account seeks income and capital growth                                   367,034
                                   consistent with reasonable risk. 23,245 units at
                                   $15.79 per unit

        Merrill Lynch Equity       This separate  account seeks to provide  investment                                     401,463
        Equity Index Trust         results that,  before  expenses,  replicate the
                                   total return of the Standard & Poor's 500 Composite
                                   Stock Price Index. 6,218 units at $64.56 per unit

        Fidelity Blue Chip         This separate account seeks growth of capital over the                                1,987,272
        Growth Fund                long term. 62,219 units at $31.94 per unit

  *     ING Growth Fund -          This separate account seeks growth of capital through                                 1,624,859
        Class I                    investment in a diversified portfolio consisting
                                   primarily of common stocks and securities convertible
                                   into common stocks believed to offer growth
                                   potential. 178,360 units at $9.11 per unit

  *     ING LargeCap Growth        This separate account seeks long-term capital                                            34,222
        Fund - Class I             appreciation. 2,649 units at $12.92 per unit

  *     ING Value                  This separate account seeks growth of capital primarily                                 516,605
        Opportunity Fund           through investment in a diversified portfolio of
        - Class I                  common stocks and securities convertible into common
                                   stock. 64,015 units at $8.07 per unit

        MFS Capital                This separate account seeks capital appreciation 79,333                                 745,732
        Opportunities              units at $9.40 per unit
        Fund- Class A









        Identity of Issuer,
         Borrower, Lessor or      Description of Investment Including Maturity Date, Rate
          Similar Party               of Interest, Collateral, Par or Maturity Value                                 Current Value
                                                                                                             
 (a)             (b)                                      (c)                                                            (e)
------ ----------------------     ---------------------------------------------------------                        ----------------

        AIM Small Cap Growth       This separate account seeks long-term growth of capital.                                214,417
        Fund - Class R             11,603 units at $18.48 per unit

  *     ING Index Plus             This separate account seeks to outperform the total                                     604,289
        MidCap Fund -              return performance of the Standard & Poor's MidCap
        Class I                    400 Index while maintaining a market level of risk.
                                   56,581 units at $10.68 per unit

  *     ING Index Plus             This separate account seeks to outperform the total                                     527,336
        LargeCap Fund (I)          return performance of the Standard & Poor's 500
                                   Composite Index while maintaining a market level of
                                   risk. 46,380 units at $11.37 per unit

  *     ING Small Company          This separate account seeks growth of capital primarily                               2,496,094
        Fund - Class I             through investment in a diversified portfolio of
                                   common stocks and securities convertible into common
                                   stocks of companies with smaller market
                                   capitalization. 222,866 units at $11.20 per unit

  *     ING SmallCap               This separate account seeks capital appreciation. 3,311                                  54,971
        Opportunities              units at $16.60 per unit
        Fund - Class A

  *     ING Global                 This separate account seeks long-term capital                                            92,223
        Technology Fund            appreciation. 27,204 units at $3.39 per unit
        - Class I

  *     ING International          This separate account seeks long-term growth of capital.                                 27,093
        Fund - Class I             3,816 units at $7.10 per unit

  *     ING International          This separate account seeks long-term capital                                         1,171,579
        Value Fund -               appreciation. 113,967 units at $10.28 per unit
        Class I

        Janus Worldwide Fund       This separate account seeks long-term growth of capital                                  58,804
                                   in a manner consistent with the preservation of
                                   capital. 1,830 units at $32.13 per unit

        ING Market Stock Fund      This separate account seeks to invest primarily in ING                                   95,674
                                   American Depositary Shares ("ING ADSs").
                                                                                                                   ----------------
        Participant loans                                                                                                  527,257
                                                                                                                   ----------------
                                                                                                                     $  13,752,572
                                                                                                                   ================

Note: Column (d) cost information is omitted for all participant directed investments.

* Indicates a party-in-interest to the Plan.







                                                    17


Signature

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.

                                    ING 401(k) PLAN FOR ILIAC AGENTS


Dated:  July 15, 2003               By: ING US PENSION COMMITTEE


                                    By:  /s/ Darryl L. Harris
                                    -------------------------------------------
                                    Name:  Darryl L. Harris
                                    Title:  Chairman, ING U.S. Pension Committee





                                    Exhibit 1


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.  333-14254)  pertaining  to the ING 401(k) Plan for ILIAC  Agents of ING
Groep N.V. and affiliates of our report dated July 10, 2003, with respect to the
financial  statements  and  schedule  of the ING  401(k)  Plan for ILIAC  Agents
included in this Annual Report (Form 11-K) for the year ended December 31, 2002.


                                                           /s/ Ernst & Young LLP

Atlanta, Georgia
July 10, 2003





                                  Exhibit 99.1

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)


In  connection  with the Annual  Report on Form 11-K of the ING 401(k)  Plan for
ILIAC Agents (the "Plan") for the year ended December 31, 2002 as filed with the
Securities  and  Exchange  Commission  on the date  hereof (the  "Report"),  the
undersigned  hereby  certifies,  pursuant to 18 U.S.C.  Section 1350, as adopted
pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the best of
such officer's knowledge:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Plan.


Date:  July 15, 2003                By:  /s/ Darryl L. Harris
                                    -------------------------------------------
                                    Name:  Darryl L. Harris
                                    Title:  Chairman, ING U.S. Pension Committee



The foregoing  certification  is being  furnished  solely  pursuant to 18 U.S.C.
Section  1350 and is not  being  filed as part of the  Report  or as a  separate
disclosure document. This certification shall not be deemed "filed" for purposes
of Section 18 of the  Securities  Exchange Act of 1934 or  otherwise  subject to
liability  under  that  section.  This  certification  shall not be deemed to be
incorporated  by reference  into any filing under the  Securities Act of 1933 or
the Securities  Exchange Act of 1934 except to the extent that this Exhibit 99.1
is expressly and specifically incorporated by reference in any such filing.

A signed  original of this  written  statement  required by Section 906 has been
provided  to the Plan  and will be  retained  by the Plan and  furnished  to the
Securities and Exchange Commission or its staff upon request.