ING Life Insurance and Annuity Company ING Insurance Company of America Hartford, CT 06156-3124 Attention: Lisa S. Gilarde Re: Third Amendment to Master Shareholder Services Agreement for the Franklin Templeton Funds

EXHIBIT 99-B.8.73
ING Life Insurance and Annuity Company
ING Insurance Company of America
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxx
Re: Third Amendment to Master Shareholder Services Agreement
for the Franklin Xxxxxxxxx Funds
Effective May 1, 2004, this Amendment is made to the Master Shareholder Services Agreement dated August 28, 2000, as amended November 13, 2000 and February 1, 2002 ("Agreement"), between ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) ("ILIAC," also referred to as "you"), Franklin Xxxxxxxxx Distributors, Inc. ("Distributors") and Franklin Xxxxxxxxx Investor Services, LLC ("Transfer Agent," together, Distributors and Transfer Agent shall be referred to as "we" or "us").
1.	All references in the Agreement (including any Exhibits thereto) to Aetna Life Insurance and Annuity Company ("ALIAC") are deleted and replaced with ING Life Insurance and Annuity Company ("ILIAC").
2.	ING Insurance Company of America ("IICA") is added as a party to the Agreement.
3.	Unless otherwise amended, all references in the Agreement (including any Exhibits thereto) to the word "you" shall now be defined as ILIAC and IICA, as appropriate.
4.	Paragraph 17 of the Agreement is deleted and replaced with the following:
If to you, to:		ING Life Insurance and Annuity Company; ING Insurance Company of America 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000-0000 Attention: Xxxx X. Xxxxxxx
If to us, to:		Franklin Xxxxxxxxx Distributors, Inc. Xxx Xxxxxxxx Xxxxxxx Xxx Xxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx X. Xxxxx, President
and:		Franklin Xxxxxxxxx Investor Services, LLC 0000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: Xxxxx X. Xxx, Xx., President
with a copy to:		Franklin Xxxxxxxxx Investments Retirement Division Xxx Xxxxxxxx Xxxxxxx Xxx Xxxxx, XX 00000 Attention: Xxxxx X. Xxx, Senior Vice President

Please acknowledge your agreement to the foregoing amendment by signing where indicated below.
Franklin Xxxxxxxxx Distributors, Inc.
By:		/s/ Xxxxx X. Xxx
		Xxxxx X. Xxx, President
Franklin Xxxxxxxxx Investor Services, LLC
By:		/s/ Xxxxx X. Xxx, Xx.
		Xxxxx X. Xxx, Xx., President
Accepted and agreed to:
ING Life Insurance and Annuity Company
By:	/s/ Xxxxxx X. Xxxxxxxxxxx
Name:	Xxxxxx X. Xxxxxxxxxxx
Title:	Vice President
Accepted and agreed to:
ING Insurance of America
By:	/s/ Xxxxxx X. Xxxxxxxxxxx
Name:	Xxxxxx X. Xxxxxxxxxxx
Title:	Vice President