First Amendment to the Selling and Services Agreement and Participation Agreement This First Amendment (the “Amendment”) dated as of December 1, 2010, by and between ING Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan Services,...

Exhibit 24(b)(8.125)
First Amendment to the Selling and Services Agreement and Participation Agreement
This First Amendment (the “Amendment”) dated as of December 1, 2010, by and between ING
Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan Services, LLC (“ING
Institutional”), ING Financial Advisers, LLC (“ING Financial”) (collectively “ING”), and Nuveen
Investments, LLC (“Distributor”), acting as agent for the registered open-end management investment
companies whose shares are or may be underwritten by the Distributor (each a “Fund” and collectively the
“Funds”), is made to the Selling and Services Agreement and Fund Participation Agreement dated as of
September 11, 2007 (the “Agreement”). Terms defined in the Agreement are used herein as therein defined.
WHEREAS, the parties wish to add ING Institutional to the Agreement, it being understood that
the Agreement applies only to that portion of ING Institutional’s business which trades through ING
National Trust; and
WHEREAS, the parties wish to amend certain other provisons of the Agreement, as provided
below.
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter
contained, the parties agree as follows:
1.	ING Institutional is hereby added to the Agreement as an additional recordkeeper, and all
provisions in the Agreement relating to ING Life in its capacity as a recordkeeper in connection with the
investment by Plans in the Funds are hereby amended to refer to both ING Life and ING Institutional. The
defined term “ING” in the Agreement is hereby amended to include ING Life, ING Institutional, and ING
Financial.
2.	Section 2 of the Agreement is hereby deleted in its entirety and replaced with the following:
	2.	Omnibus Account.
		The parties agree that, with respect to each Fund, up to three omnibus accounts,
	each held in the name of the Nominee, may be maintained (each an “Account” and
	collectively the “Accounts”). One Account may be maintained in connection with Plans
	for which ING Life shall provide various recordkeeping and other administrative
	services, and a second Account may be maintained in connection with Plans for which
	ING Institutional shall provide various recordkeeping and other administrative services.
	Alternatively, one Account may be maintained in connection with Plans for which both
	ING Life and ING Institutional shall provide such recordkeeping and administrative
	services. A third Account held in the name of ING Life shall be maintained for those
	Plan assets directed for investment in the Fund through the Contracts. ING Institutional,
	as service agent for Plans, or ING Life, as service agent for Plans or issuer of the
	Contracts, shall facilitate purchase and sale transactions with respect to the Accounts in
	accordance with the Agreement.
3.	Sections 5 and 6 of the Agreement are hereby deleted in their entirety and replaced with the
following:
	5.	Servicing Fees.
		The provision of shareholder and administrative services to contract owners or to
	the Plans shall be the responsibility of ING Financial, ING Life, ING Institutional or the
	Nominee and shall not be the responsibility of Distributor. The Nominee, or ING Life

	on behalf of its Separate Accounts, 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 to ING
	Life or ING Institutional, as appropriate, a servicing fee based on the annual rate, as
	specified in Attachment A (attached), of the average net assets invested in the Funds
	through the Contracts or through ING Life’s or ING Institutional’s arrangements with
	Plans in each calendar quarter. The parties agree that all or a portion of such servicing
	fee may be derived from a Fund’s 12b-1 plan. Distributor will make such payments to
	ING Life or ING Institutional within thirty (30) days after the end of each calendar
	quarter. Each payment will be accompanied by a statement showing the calculation of
	the fee payable to ING Life or ING Institutional for the quarter and such other supporting
	data as may be reasonably requested by ING Life or ING Institutional. If required by a
	Plan or by applicable law, ING Life or ING Institutional shall have the right to allocate
	to a Plan or to Participant accounts in a Plan all or a portion of such servicing fees, or to
	use servicing fees it collects from Distributor to offset other fees payable by the Plan to
	ING Life or ING Institutional.
	6.	12b-1 Fees.
To compensate ING Financial for its distribution of Fund shares or
	administrative services related to Fund shares, Funds or Distributor shall make quarterly
	payments to ING Financial based on the annual rate, as specified in Attachment A
	(attached), of the average net assets invested in the Funds through the Contracts or
	through ING Life’s or ING Institutional’s arrangements with Plans in each calendar
	quarter. Distributor will make such payments to ING Financial within thirty (30) days
	after the end of each calendar quarter. Each payment will be accompanied by a statement
	showing the calculation of the fee payable to ING Financial for the quarter and such
	other supporting data as may be reasonably requested by ING Financial. If required by a
	Plan or by applicable law, ING Financial shall have the right to allocate to a Plan or to
	Participant accounts in a Plan all or a portion of such 12b-1 or shareholder servicing fees,
	or to use 12b-1 or shareholder servicing fees it collects from Funds or Distributor to
	offset other fees payable by the Plan to ING Financial.
4.	The following is added as Section 13(d) to the Agreement:
	(d) Representations of ING Institutional. ING Institutional represents and warrants:
		(i) that it (1) is a limited liability company organized under the laws of the State
	of Delaware, (2) is in good standing in that jurisdiction, (3) is in material compliance
	with all applicable federal and state laws, (4) is duly licensed and authorized to conduct
	business in every jurisdiction where such license or authorization is required, and will
	maintain such license or authorization in effect at all times during the term of this
	Agreement, and (5) has full authority to enter into this Agreement and carry out its
	obligations pursuant to it terms; and
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	(ii) that it is authorized under the Plans to (1) provide administrative services to
the Plans and (2) facilitate transactions in the Funds through the Account.
5.	The following replaces Section 16(d) of the Agreement:
	(d) 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 ING:
	Xxxxxxxxxx Xxxxxxx
	ING Americas Legal Services
	Xxx Xxxxxx Xxx, X0X
	Xxxxxxx, XX 00000
	Fax: 000-000-0000
	To Distributor/APLP:
	Nuveen Investments, LLC
	Attention: Xxxxx XxXxxxxx
	000 X. Xxxxxx Xxxxx, Xxxxx 0000
	Xxxxxxx, XX 00000
	Fax: 000-000-0000
	Any notice, demand or other communication given in a manner prescribed in this
	Subsection (d) shall be deemed to have been delivered on receipt.
6.	The following paragraph is added under Section 16 “Miscellaneous” of the Agreement:
	(i) Redemption Fees. ING represents that it does not have the operational
	capability to assess redemption fees imposed by the Funds on transactions in the Fund by
	Plans or Participants, and therefore the parties agree that transactions in the Funds by
	Plans or Participants pursuant to the terms of this Agreement are not subject to any
	redemption fees that may otherwise be required by the Funds; provided however, that
	upon Distributor’s written request, ING Life and ING Institutional will implement such
	redemption fees in a time frame and manner mutually acceptable to all parties.
7.	Section 8(g) of the Agreement is hereby deleted in its entirety and replaced with the
following:
	(g) Upon assignment of this Agreement by any party, unless made with the
	written consent of all other parties hereto, which consent shall not be unreasonably
	withheld; provided, however, that ING Financial, ING Life and ING Institutional may
	assign, without consent of Distributor, their respective rights, duties and responsibilities
	under this Agreement to any of their affiliates, and provided further that ING Financial
	may enter into subcontracts with other dealers for the solicitation of sales of shares of the
	Funds without the consent of Distributor if such other dealers are bound to terms
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	substantially similar to those in this Agreement, and that ING Financial, ING Life or
	ING Institutional, as appropriate, shall be responsible and liable for the performance of
	such affiliates or other dealers; or
8.	Attachment A of the Agreement is hereby deleted and replaced by Attachment A
attached hereto.
9.	Except as modified hereby, all other terms and conditions of the Agreement shall remain in
full force and effect.
10.	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 by their duly
authorized officers as of the date first written above.
ING LIFE INSURANCE AND		NUVEEN INVESTMENTS, LLC
ANNUITY COMPANY
		By:	/s/ Xxxxx XxXxxxxx
y:	/s/ Xxxxxx Xxxxxx	Name:	Xxxxx XxXxxxxx
Name:	Xxxxxx Xxxxxx	Title:	Managing Director
Title:	Vice President
ING FINANCIAL ADVISERS, LLC
By:	/s/ Xxxxx Xxxxxx
Name:	Xxxxx Xxxxxx
Title:	COO/VP
ING INSTITUTIONAL PLAN SERVICES, LLC
By:	/s/ Xxxxxxxx Xxxxxxxxx, Attorney in Fact
Name:	Xxxxxxxx Xxxxxxxxx, Attorney in Fact
Title:	Vice President
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ATTACHMENT A

AVAILABLE FUNDS AND APPLICABLE FEE

Except as otherwise specified below, this Agreement applies to all Funds and shares of Funds

that are offered by Distributor:

Effective December 1, 2010, for services rendered by ING under this Agreement with respect to

all equity and taxable fixed-income Funds, ING shall receive the following fees:

Share Class	12b-1 Fee	Servicing Fee
I/Y Shares	%	%
A Shares	%	%
R3/R Shares	%	%
Effective January 1, 2011, for services rendered by ING under this Agreement with respect to all equity-
based index Funds, ING shall receive the following fees:
Share Class	12b-1 Fee	Servicing Fee
I/Y Shares	%	%
A Shares	%	%
R3/R Shares	%	%
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