AGREEMENT AND PLAN OF REORGANIZATION



         THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as

of this ___ day of __________, 2004, by and between ING Funds Trust, a Delaware

statutory trust with its principal place of business at 7337 East Doubletree

Ranch Road, Scottsdale, Arizona 85258-2034, on behalf of its series, ING

Intermediate Bond (the "Acquiring Fund"), and ING Series Fund, Inc., a Maryland

corporation (the "Company") with its principal place of business at 7337 East

Doubletree Ranch Road, Scottsdale, Arizona 85258-2034, on behalf of its series,

ING Bond Fund (the "Acquired Fund").



         This Agreement is intended to be and is adopted as a plan of

reorganization and liquidation within the meaning of Section 368(a)(1) of the

United States Internal Revenue Code of 1986, as amended (the "Code"). The

reorganization (the "Reorganization") will consist of the transfer of all of the

assets of the Acquired Fund to the Acquiring Fund in exchange solely for Class

A, Class B, Class C, Class I and Class O voting shares of beneficial interest of

the Acquiring Fund (the "Acquiring Fund Shares"), the assumption by the

Acquiring Fund of the liabilities of the Acquired Fund described in paragraph

1.3, and the distribution of the Acquiring Fund Shares to the shareholders of

the Acquired Fund in complete liquidation of the Acquired Fund as provided

herein, all upon the terms and conditions hereinafter set forth in this

Agreement.



         WHEREAS, the Acquired Fund and the Acquiring Fund are series of

open-end, registered investment companies of the management type and the

Acquired Fund owns securities which generally are assets of the character in

which the Acquiring Fund is permitted to invest;



         WHEREAS, the Trustees of ING Funds Trust have determined that the

exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares and

the assumption of the liabilities of the Acquired Fund described in paragraph

1.3 by the Acquiring Fund is in the best interests of the Acquiring Fund and its

shareholders and that the interests of the existing shareholders of the

Acquiring Fund would not be diluted as a result of this transaction; and



         WHEREAS, the Directors of the Company have determined that the exchange

of all of the assets of the Acquired Fund for Acquiring Fund Shares and the

assumption of all liabilities of the Acquired Fund by the Acquiring Fund is in

the best interests of the Acquired Fund and its shareholders and that the

interests of the existing shareholders of the Acquired Fund would not be diluted

as a result of this transaction.



         NOW, THEREFORE, in consideration of the premises and of the covenants

and agreements hereinafter set forth, the parties hereto covenant and agree as

follows:



1.       TRANSFER OF ASSETS OF THE ACQUIRED FUND TO THE ACQUIRING FUND IN

         EXCHANGE FOR THE ACQUIRING FUND SHARES, THE ASSUMPTION OF ACQUIRED FUND

         LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND



         1.2.     Subject to the requisite approval of the Acquired Fund

shareholders and the other terms and conditions herein set forth and on the

basis of the representations and warranties contained herein, the Acquired Fund

agrees to transfer all of the Acquired Fund's assets, as set forth in paragraph

1.2, to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefore:

(i) to deliver to the Acquired Fund the number of full and fractional Class A,

Class B, Class C, Class I and Class O Acquiring Fund Shares determined by

dividing the value of the Acquired Fund's net assets with respect to each class,

computed in the manner and as of the time and date set forth in paragraph 2.1,

by the net asset value of one Acquiring Fund Share of the same class, computed

in the manner and as of the time and date set forth in paragraph 2.2; and (ii)

to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3.

Such transactions shall take place at the closing provided for in paragraph 3.1

(the "Closing").



         1.2.     The assets of the Acquired Fund to be acquired by the

Acquiring Fund shall consist of all assets and property, including, without

limitation, all cash, securities, commodities and futures interests and

dividends or interests receivable that are owned by the Acquired Fund and any

deferred or prepaid expenses shown as an asset on the books of the Acquired Fund

on the closing date provided for in paragraph 3.1 (the "Closing Date")

(collectively, "Assets").



{PAGE}



         1.3.     The Acquired Fund will endeavor to discharge all of its known

liabilities and obligations prior to the Closing Date. The Acquiring Fund shall

assume the liabilities of the Acquired Fund set forth in the Acquired Fund's

statement of assets and liabilities as of the Closing Date delivered by the

Company, on behalf of the Acquired Fund, to the Trust, on behalf of the

Acquiring Fund, pursuant to paragraph 7.2 hereof. On or as soon as practicable

prior to the Closing Date, the Acquired Fund will declare and pay to its

shareholders of record one or more dividends and/or other distributions so that

it will have distributed substantially all (and in no event less than 98%) of

its investment company taxable income (computed without regard to any deduction

for dividends paid) and realized net capital gain, if any, for the current

taxable year through the Closing Date.



         1.4.     Immediately after the transfer of assets provided for in

paragraph 1.1, the Acquired Fund will distribute to the Acquired Fund's

shareholders of record with respect to each class of its shares, determined as

of immediately after the close of business on the Closing Date (the "Acquired

Fund Shareholders"), on a pro rata basis within that class, the Acquiring Fund

Shares of the same class received by the Acquired Fund pursuant to paragraph

1.1, and will completely liquidate. Such distribution and liquidation will be

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