Second Amendment to the Selling and Services Agreement and Participation Agreement

Exhibit 99-B.8.138
Second Amendment to the Selling and Services Agreement and Participation Agreement
This Second Amendment dated as of February 18, 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”), Columbia Management Distributors, Inc.
(“Distributor”), and Columbia Management Services, Inc. (“Transfer Agent”), is made to the Selling and
Services Agreement and Fund Participation Agreement dated as of September 26, 2005 (the “Agreement”),
as amended on April 1, 2008. 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, including any representations and undertakings, 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 (the “Account” or
		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 4 and 5 of the Agreement are hereby deleted in their entirety and replaced with the
		following:
		4.		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 Transfer Agent. 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

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		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, Transfer Agent 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. Transfer Agent will make such payments to ING Life or ING Institutional
		within thirty (30) days after the end of each calendar quarter. If required by a Plan or by
		applicable law, Transfer Agent acknowledges that 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 Transfer Agent to offset
		other fees payable by the Plan to ING Life or ING Institutional. Transfer Agent’s
		liability to ING for the payment of a distribution or service fee related to a Fund for any
		period is limited solely to the proceeds of that Fund’s distribution or service fee actually
		received by Transfer Agent for such period. Transfer Agent may stop paying distribution
		and service fees for and Fund at any time without notice to ING. Each Fund reserves the
		right to establish and change minimum asset amounts at the representative’s level and
		dealer level as conditions for its obligations to pay service fees.
		You agree to disclose your compensation under this Agreement, together with any other
		compensation you receive in connection with your customers’ investments in Fund
		shares, to your customers as required by applicable law and to the extent necessary to
		ensure that your customers fully understand all such compensation and any conflicts of
		interest related to your receipt of such compensation. You also agree and warrant that
		your customers will authorize your compensation to the extent required by applicable
		law.
		5.		12b-1 Fees.
				Subject to Section 4 and the Fund prospectus, to compensate ING Financial for
		its distribution of Fund Shares, Distributor 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. Distributor will make such payments
		to ING Financial within thirty (30) days after the end of each calendar month. 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. Distributor acknowledges that, 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
		Distributor to offset other fees payable by the Plan to ING Financial.
4.		The following is added as Section 14(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

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                   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.

5. The following replaces Section 16(b) of the Agreement:

(b) 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 Transfer Agent:

                   Columbia Management Services, Inc.

                   Xxx Xxxxxxxxx Xxxxxx

                   XX0-000-00-00

                   Xxxxxx, XX 00000

                   Fax: (000) 000-0000

                   Attn: Dealer File Department

                   To Distributor:

                   C/O Columbia Management Services, Inc.

                   Xxx Xxxxxxxxx Xxxxxx

                   XX0-000-00-00

                   Xxxxxx, XX 00000

                   Fax: (000) 000-0000

                   Attn: Dealer File Department

Any notice, demand or other communication given in a manner prescribed in this Subsection (b)

shall be deemed to have been delivered on receipt.

6. The following paragraph is added under Section 16 “Miscellaneous” of the Agreement:

                                       (g) The parties agree that transactions in shares of Funds that impose a

                   redemption fee (“Redemption Fee Funds”) by Plans or Plan Participants pursuant to the

                   terms of this Agreement are subject to redemption fees in accordance with the applicable

                   prospectus; ING Life and ING Institutional will implement such redemptions fees as

                   soon as reasonably practically, but not later than May 31, 2009, provided however that if

                   ING Life and ING Institutional cannot implement such fees in accordance with the

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		prospectus prior to May 31, 2009, as of June 1, 2009, Accounts holding shares of
		Redemption Fee Funds will be limited to only redeeming shares of such Funds.
7.		Schedule B, attached hereto, is hereby added to the Agreement.
8.		Schedule C, attached hereto, is hereby added to the Agreement.
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 of the date first
written above.

ING LIFE INSURANCE AND						COLUMBIA MANAGEMENT DISTRIBUTORS,
ANNUITY COMPANY						INC.
By:		/s/ Xxxx X. Xxxxxxx				By:		/s/ Xxxx Xxx Xxxxx
Name:		Xxxx X. Xxxxxxx				Name:		Xxxx Xxx Xxxxx
Title:		Vice President				Title:		Managing Director
ING FINANCIAL ADVISERS, LLC						COLUMBIA MANAGEMENT SERVICES, INC.
By:		/s/ Xxxxx X. Xxxxxx				By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxxx				Name:		Xxxxx X. Xxxxx
Title:		V.P./C.O.O.				Title:		Senior Vice President
ING INSTITUTIONAL PLAN SERVICES, LLC
By:		/s/ Xxxxxxxx Xxxxxxxxx		attorney in fact
Name:		Xxxxxxxx Xxxxxxxxx
Title:		Vice President

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                                                                                      SCHEDULE B

                                                              List of Available Funds

All Class Z shares of Columbia Funds

All Class A shares of Columbia Funds

All Class R shares of Columbia Funds

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SCHEDULE C

Fee Schedule

As compensation for the services ING renders under the Agreement, Transfer Agent or 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		Z		A		R
12b-1 Fees*		___%		___%		___%
Service Fees**		___%%		___%		___%
Total Fees		___%		___%		___%

* Subject to the applicable Fund prospectus.

** Service Fees are not payable on Index funds.

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