FIRST AMENDMENT TO FUND PATICIPATION AGREEMENT


Exhibit 24(b)(8.68)
FIRST AMENDMENT
TO FUND PATICIPATION AGREEMENT

This First Amendment dated as of September 11, 2009 by and between ING Life Insurance and
Annuity Company (formerly Aetna Life Insurance and Annuity Company) (“the Company”), and Xxxxxxx
Xxxxx Trust (the “Fund”) and Xxxxxxx, Sachs & Co. (“Distributor”), is made to the Participation
Agreement dated as of October 1, 2000. Terms defined in the Agreement are used herein as therein defined.

WHEREAS, the parties wish to make additional funds and fund share classes available under the
Agreement; and

WHEREAS, the parties wish to amend certain other provisions of the Agreement, as provided
below.

NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter
contained, the parties agree as follows:

1.	Paragraph 3 of the Agreement is hereby deleted in it entirety and replaced with the
following:

	3.	Servicing Fees: The provision of shareholder and administrative services
	to the Plans shall be the responsibility of the Company and shall not be the responsibility
	of Distributor. The Nominee will be recognized as the sole shareholder of Fund shares
	purchased under this Agreement. It is further recognized that there will be a substantial
	savings in administrative expense and recordkeeping expenses by virtue of having one
	shareholder rather than multiple shareholders. In consideration of the administrative
	savings resulting from such arrangement, Distributor agrees to pay or cause to be paid an
	annual fee as specified in Schedule B (attached), based on the average net assets invested
	in the Funds through the Company’s Contracts in each calendar quarter. The servicing
	fees may include a sub-transfer agency fee, a service fee, and an additional fee paid from
	fund assets. All payments are for services provided by the Company. Within thirty (30)
	days after the end of each calendar quarter Distributor shall provide the Company with a
	statement showing the aggregate value of the Company’s accounts for the preceding
	quarter and include therewith a payment to the Company for the compensation due the
	Company in accordance with this paragraph. The Funds and/or Distributor may be
	responsible for the payment of all or a portion of the fees specified in Schedule B.

2.	The following replaces Section 11(b) of the Agreement:

	(b) Notices. All notices and other communications hereunder shall be given or
	made in writing and shall be delivered personally, or sent by telex, facsimile, express
	delivery or registered or certified mail, postage prepaid, return receipt requested, to the


	party or parties to whom they are directed at the following address, or at such other
	addresses as may be designated by notice from such party to all other parties.

	To the Company:

	Xxxxxxx Xxxxxxxxxx
	Counsel
	ING Americas Legal Services
	Xxx Xxxxxx Xxx, X0X
	Xxxxxxx, XX 00000
	Fax: 000-000-0000

	To Distributor:
	Xxxxxxx, Sachs & Co.
	00 Xxx Xxxx
	Xxx Xxxx, XX 00000
	Attn: Xxxxx XxXxxxxx

	To the Fund:
	Xxxxxxx Sachs Trust
	00 Xxx Xxxx
	Xxx Xxxx, XX 00000
	Attn: Xxxxx Xxxxxxx

	Any notice, demand or other communication given in a manner prescribed in this
	Subsection (b) shall be deemed to have been delivered on receipt.

3.	The following paragraph is added under Section 11 “Miscellaneous” of the Agreement:

	(k) Distributor acknowledges and agrees that due to systems limitations, the
	Company is not able to deduct redemption fees that may otherwise be required by the
	Funds; provided however that upon development of systematic capabilities to administer
	redemption fees, or as otherwise requested by Distributor in writing, the Company will
	implement such redemptions fees in a time frame and manner mutually acceptable to all
	parties. The Company agrees that in the event redemption fees are not implemented in a
	time frame and manner mutually acceptable to all parties, Distributor may remove from
	the list of available Funds any Fund that assesses a redemption fee.

4.	Schedule B and Schedule C to the Agreement are hereby deleted and replaced by
Schedule B, attached hereto.

5.	Except as modified hereby, all other terms and conditions of the Agreement shall remain in
full force and effect.

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	6.	This Amendment may be executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same Amendment.

	IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first
written above.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written
above.


ING LIFE INSURANCE AND			XXXXXXX, SACHS & CO.
ANNUITY COMPANY

By:	/s/ Xxxx X. Xxxxxxx		By:	/s/ Xxxxx XxXxxxxx
Name:	Xxxx X. Xxxxxxx		Name:
Title:	Vice President		Title:


			XXXXXXX SACHS TRUST


			By:	/s/ Xxxxx XxXxxxxx
			Name:
			Title:




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	SCHEDULE B

	AVAILABLE FUNDS

The Xxxxxxx Sachs Equity Funds (including Asset Allocation and Retirement Strategy Portfolios) (“Equity
Funds”) and the Xxxxxxx Xxxxx Fixed Income Funds (including Income Strategies) (“Fixed Income Funds”)

	APPLICABLE FEES

Funds and Share	Sub-Transfer Agent	Service Fee¹	Additional Fee²
Class	Fee
Service Shares -	___%	___%	___%
Equity Funds
Service Shares - Fixed	___%	___%	___%
Income Funds
A Shares - Equity	___%	___%	___%
Funds
A Shares - Fixed	___%	___%	___%
Income Funds
Institutional Shares -	___%	___%	___%
Equity Funds
Institutional Shares -	___%	___%	___%
Fixed Income Funds
R Shares - Equity	___%	___%	___%
Funds
R Shares - Fixed	___%	___%	___%
Income Funds
IR Shares - Equity	___%	___%	___%
Funds
IR Shares - Fixed	___%	___%	___%
Income Funds
Institutional Class	___%	___%	___%
(FST Shares) –
Financial Square
Money Market Funds
Select Class –	___%	___%	___%
Financial Square
Money Market Funds
Preferred Class –	___%	___%	___%
Financial Square

¹The Service Fee is paid out of Fund assets.
²The Additional Fee is paid from the profits of Xxxxxxx, Sachs & Co. and/or its affiliates.
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Money Market Funds
Capital Class –	___%	___%	___%
Financial Square
Money Market Funds
Adminstration Class –	___%	___%	___%
Financial Square
Money Market Funds
Service Class –	___%	___%	___%
Financial Square
Money Market Funds

	Exhibit III (continued)

The fees are as follows for Contracts invested in the Funds for which the Company provided
administrative and record keeping services prior to the date of this amendment:

Funds and Share	Sub-Transfer Agent	Service Fee¹	Additional Fee²
Class	Fee
Service Shares -	___%	___%	___%
Equity Funds
Service Shares - Fixed	___%	___%	___%
Income Funds
A Shares - Equity	___%	___%	___%
Funds
A Shares - Fixed	___%	___%	___%
Income Funds
Institutional Shares –	___%	___%	___%
Equity Funds
Institutional Shares –	___%	___%	___%
Fixed Income Funds
Institutional Shares -	___%	___%	___%
Mid Cap Value Fund
Institutional Shares -	___%	___%	___%
Small Cap Value
Fund
- Growth
Opportunities Fund
- Large Cap Value
Fund
Institutional Class	___%	___%	___%

¹The Service Fee is paid out of Fund assets.
²The Additional Fee is paid from the profits of Xxxxxxx, Xxxxx & Co. and/or its affiliates.
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(FST Shares) –
Financial Square
Money Market Funds
Select Class –	___%	___%	___%
Financial Square
Money Market Funds
Preferred Class –	___%	___%	___%
Financial Square
Money Market Funds
Capital Class –	___%	___%	___%
Financial Square
Money Market Funds
Adminstration Class –	___%	___%	___%
Financial Square
Money Market Funds
Service Class –	___%	___%	___%
Financial Square
Money Market Funds




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FIRST AMENDMENT TO FUND PATICIPATION AGREEMENT

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