Contract

Exhibit 24(b)(8.8)      Third Amendment to the Amended and Restated Selling and Services Agreement and Participation Agreement
			This Third Amendment dated as of July 8, 2011 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 Xxxx Xxxxx & Company, Incorporated ("Distributor"), is made to the Amended and Restated Selling and Services Agreement and Fund Participation Agreement dated as of May 1, 2008, as amended February 5, 2009 and October 1, 2009 (the "Agreement"). Terms defined in the Agreement are used herein as therein defined.
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.	Schedule B to the Agreement is hereby deleted in its entirety, and replaced with the
attached Schedule B.
2.	Schedule C to the Agreement is hereby deleted in its entirety, and replaced with the
attached Schedule C.
3.	Except as modified hereby, all other terms and conditions of the Agreement shall remain in
full force and effect.
4.	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.
			ING LIFE INSURANCE AND         ANNUITY COMPANY		XXXX XXXXX & COMPANY, INCORPORATED
By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President		By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Chief Operating Officer, Chief Legal         Officer
			ING FINANCIAL ADVISERS, LLC		ING INSTITUTIONAL PLAN SERVICES, LLC
						By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: COO/VP		By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President

SCHEDULE B

List of Available Funds

All Class A shares of Xxxxx Funds
All Class I shares of Xxxxx Funds
All Class I-2 shares of Xxxxx Funds
All Class R shares of Xxxxx Funds
All Class Z shares of Xxxxx Funds

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SCHEDULEC Fee Schedule

As compensation for the services ING renders under the Agreement, Distributor will pay a fee to ING 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

A

I

I-2

R

Z

12b-l Fees

___%

N/A

N/A

___%

N/A

Shareholder Servicing Fees

N/A

___%

N/A

___%

N/A

Sub-Accounting Fees

____%

___%

N/A

___%

N/A

Additional Payments from Legitimate Profits of Xxxx Xxxxx Management, Inc.

___%

___%

___%

N/A

___%

Total Fees

___%

___%

___%

___%

___%

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