PROGRAM SERVICES AGREEMENT Between ING Life Insurance and Annuity Company and ABA Retirement Funds Purchase Order No. 2

Exhibit 10.6.2

PROGRAM SERVICES AGREEMENT

Between

ING Life Insurance and Annuity Company

and

ABA Retirement Funds

Purchase Order No. 2

This is Purchase Order No. 2 to the Program Services Agreement between ING Life Insurance and Annuity Company and ABA Retirement Funds (“ABA RF”) effective May 1, 2009 (the “Agreement”).

I. Describe the Current Service Being Changed (If unrelated to any existing service, do not complete):

A. This Purchase Order specifically addresses replacing State Street Bank and Trust Company of New Hampshire with NTI as the trustee of the ABA Members Collective Trust.

II. Describe the Reason for Making the Change:

A. During the negotiation of the Agreement ING and the ABA RF discussed the future need to build the necessary interface with NTI to transmit daily trading data and receive daily NAV’s at the time NTI became trustee. The interface specifications and cost estimates for building the interface were not available at the time of negotiation. Therefore a Purchase Order is necessary to define and cost the project.

III. The Proposed Change:

A. Build and test two custom electronic feeds as described in Attachment D of the Program Interface Agreement between IPS and Northern Trust

• Feed 1: for IPS to transmit daily Fund account activity to NTI and

• Feed 2: for NTI to delivery NAVs to IPS.

B. Attendance and preparation for project meetings (external) sessions from March 2010 through July 2010 for IPS Implementation Services and IT project personnel not otherwise part of the ABA RF Program Services Unit required by the Agreement (see Section VII for additional staffing details). Meetings consist of reviewing ING Best Practices, tracking requirements and Action Items Log.

C. Development of business and functional design documents that highlight any areas requiring development based upon the findings from the project meeting sessions.

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D. Anticipated areas of development are IPS recordkeeping system, 5500 system, government filings (eg. 1099R’s, 5500’s) and all reports and feeds provided to the Trustee and or list the Trustee by name or EIN.

IV. Why the Change is Outside the Scope of the Current Agreement (or the Statement of Work):

A. The daily data feeds with NTI are new since the current Agreement was executed. The data feeds are custom and unique to the ABA Members Collective Trust upon NTI becoming Trustee.

Fee Schedule Changes (Including implementation costs and hourly rates, if applicable):

One-time Project Costs                                                         $60,000

VI. Implementation Plan and Timetable:

Implementation of the new trustee will be on or around July 1, 2010.

VII. Staffing For the Implementation and Ongoing Services:

There will be no additions to ongoing staffing levels. The project will be staffed with appropriate Implementation Services (project) Team personnel and IT personnel necessary to complete the changes outlined in Section III. Additionally, the project will be supported by dedicated employees within the ABA RF Program Services Unit.

Please see Attachment A which summarizes the project resources broken out by job type with total estimated project hours for each role. The resources are separated by project resources, for which the fee applies, and dedicated Program Services Unit resources, for which there is no additional cost.

VIII. ABA RF Monitoring:

ABA Retirement Funds Staff will be invited to participate in regularly scheduled project meetings to monitor the progress of the project. At the completion of the project an accounting of the total hours spent will be provided.

VIII. Miscellaneous:

Except as otherwise specifically provided herein, all other terms and conditions of the Agreement remain unchanged. All terms and conditions of this Purchase Order constitute an integral part of the Agreement following execution of the Purchase Order and are subject to all of the terms and conditions of the Agreement.

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IN WITNESS WHEREOF, each of the parties hereto have had this Purchase Order executed by its duly authorized representative evidencing that party’s agreement to the terms and conditions contained herein, effective April 28, 2010.

ABA Retirement Funds						ING LIFE INSURANCE AND ANNUITY COMPANY
By:		/s/ Xxxxx X. Xxxxx				By:		/s/ Xxxx Xxxxxxxxxxx
Name:		Xxxxx X. Xxxxx				Name:		Xxxx Xxxxxxxxxxx
Title:		President				Title:
Date:		March 18, 2010				Date:		April 28, 2010

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