First Amendment to the Selling and Services Agreement and Participation Agreement This First Amendment dated as of February 9, 2009 by and between ING Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan Services, LLP (“ING...

Exhibit 24(b)(8.6)
First Amendment to the Selling and Services Agreement and Participation Agreement
This First Amendment dated as of February 9, 2009 by and between ING Life Insurance and
Annuity Company (“ING Life”), ING Institutional Plan Services, LLP (“ING Institutional”), ING Financial
Advisers, LLC (“ING Financial”)(collectively “ING”) and American Beacon Advisers, Inc. (“Advisor, is
made to the Selling and Services Agreement and Fund Participation Agreement dated as of June 27, 2008
(the “Agreement”). Terms defined in the Agreement are used herein as therein defined.
WHEREAS, the parties wish to add ING Institutional to the Agreement; and
WHEREAS, the parties wish to make additional funds available under the Agreement.
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.	Paragraph 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, three omnibus accounts, each
	held in the name of the Nominee, shall be maintained (the “Account” or collectively, the
	“Accounts”). One Account shall be maintained in connection with Plans for which ING
	Life shall provide various recordkeeping and other administrative services, and a second
	Account shall be maintained in connection with Plans for which ING Institutional shall
	provide various recordkeeping and other 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.	Paragraphs 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 or Advisor. 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, Advisor agrees to pay to ING

	Life or ING Institutional, as appropriate, a servicing fee, as specified in Schedule C
	(attached), based on 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. Advisor 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 Advisor to
	offset other fees payable by the Plan to ING Life or ING Institutional. ING Life and ING
	Institutional acknowledge that Advisor is not a party to such allocation and ING Life and
	ING Institutional represent to Advisor that any allocation it undertakes will be done in
	accordance with applicable laws.
	6.	12b-1 Fees.
		To compensate ING Financial for its distribution of Fund Shares or shareholder
	services related to Fund Shares, Advisor shall make quarterly payments to ING
	Financial, as specified in Schedule C (attached), based on 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. Advisor 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 fees, or to use 12b-1 fees it collects from Advisor to offset other
	fees payable by the Plan to ING Financial. ING acknowledges that Advisor is not a party
	to such allocation and ING represents to Advisor that any allocation it undertakes will be
	done in accordance with applicable laws.
4.	The following is added as Section 13(e) 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
		(ii) that it is authorized under the Plans to (1) provide administrative services to
	the Plans and (2) facilitate transactions in the Fund through the Account.
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5.	The following replaces Section 15(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:
	Xxxxxxx Xxxxxxxxxx
	Counsel
	ING Americas Legal Services
	Xxx Xxxxxx Xxx, X0X
	Xxxxxxx, XX 00000
	Fax: 000-000-0000
	To Advisor:
	American Beacon Advisors, Inc.
	0000 Xxxx Xxxxxx Xxxx., XX 2450
	Xxxx Xxxxx, XX 00000
	Attn: President
	To Distributor:
	Foreside Fund Services, LLC
	Xxx Xxxxxxxx Xxxxxx
	Xxxxxxxx, XX 00000
	Attn: Chief Compliance Officer
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.	Exhibit III is hereby deleted and replaced by Schedules B and C, attached hereto.
7.	Except as modified hereby, all other terms and conditions of the Agreement shall remain in full
force and effect.
8.	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.
[Signatures appear on following page.]
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ING LIFE INSURANCE AND			ING INSTITUTIONAL PLAN SERVICES, LLC
ANNUITY COMPANY
By:	/s/ Xxxx X. Xxxxxxx		By:	/s/ Xxxxxxxx Xxxxxxxxx attorney in fact
Name:	Xxxx X. Xxxxxxx		Name:	Xxxxxxxx Xxxxxxxxx
Title:	Vice President		Title:	Vice President
ING FINANCIAL ADVISERS, LLC			AMERICAN BEACON ADVISORS, INC.
By:	/s/ Xxxxx X. Xxxxxx		By:	/s/ Xxxxx X. Xxxxx
Name:	Xxxxx X. Xxxxxx		Name:	Xxxxx Xxxxx
Title:			Title:	Vice President, Sales
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SCHEDULE B

List of Available Funds¹

All Institutional class shares of American Beacon Funds

All PlanAhead class shares of American Beacon Funds

All Service class shares of American Beacon Funds

¹ The Small Cap Value Fund is closed to new investors.

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SCHEDULE C
Fee Schedule
As compensation for the services ING renders under the Agreement, Advisor will pay a fee to ING
Financial equal to on an annual basis the rate set forth below multiplied by the average daily value of the
assets in ING accounts in the Funds.
Share Class	Institutional*	PlanAhead	Service
12b-1 Fees	%	%	%
Service Fees	%	%	%
Total Fees	%	%	%
* AmBeacon shall pay ING Financial a fee of % on each new account in the Institutional Class of
certain Funds created after the effective date of this Amendment with a minimum initial investment of $
and which maintains a minimum average balance of $			in a Fund within the Institutional Class. ING
Financial will provide AmBeacon with information regarding the account assets, along with supporting
data, at the end of each calendar quarter. Asset accumulation, share class exchanges and the following
Funds of the Institutional Class do not qualify for payment: Short Term Bond Fund, Intermediate Bond
Fund, S&P 500 Index Fund, Small Cap Index Fund, International Equity Index Fund, TIPS Fund, and
Money Market Fund.
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