Second Amendment to the Selling and Services Agreement and Participation Agreement

Exhibit 99-B.8.130
Second Amendment to the Selling and Services Agreement and Participation Agreement
This Second Amendment dated as of January 1, 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”), RiverSource Service Corporation (“RSC”), and
RiverSource Distributors, Inc. (“Distributor”) (separately and collectively referred to as “Fund Agent” as
context requires), is made to the Selling and Services Agreement and Fund Participation Agreement dated as
of December 29th, 2006, as amended on July 1, 2007, between ING Life, ING Financial, RSC, and
Distributor (the “Agreement”). Terms defined in the Agreement are used herein as therein defined.
WHEREAS, the parties wish to add ING Institutional as a party to the Agreement; and
WHEREAS, the parties wish to replace RiverSource Distributors, Inc. with RiverSource Fund
Distributors, Inc. as a party to the Agreement on April 30, 2009;
WHEREAS, the parties agree to amend the Agreement to modify the Funds offered and the
payment terms.
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.		Effective April 30, 2009, by deleting all references to “RiverSource Distributors, Inc.” in
the Agreement and replacing them with “RiverSource Fund Distributors, Inc.” wherever they appear in the
Agreement.
3.		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.

4.		Paragraphs 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 Fund 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
		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, Fund Agent agrees to pay to
		ING Life or ING Institutional, as appropriate, a servicing fee, as specified in Exhibit III
		(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. The parties agree that all or a portion of such servicing fee may be derived from
		a Fund’s 12b-1 plan. Fund Agent will make such payments to ING Life or ING
		Institutional within thirty (60) days after the end of each calendar quarter. Upon
		reasonable request, Fund Agent shall provide 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 Fund Agent to offset other fees payable by the Plan to
		ING Life or ING Institutional.
		5.		12b-1 Fees.
				To compensate ING Financial for its distribution of Fund Shares or shareholder
		services related to Fund Shares, Fund Agent shall make quarterly payments to ING
		Financial, as specified in Exhibit III (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. Fund Agent will make such payments
		to ING Financial within thirty (60) days after the end of each calendar quarter. Upon
		reasonable request, Fund Agent shall provide 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 Fund Agent to offset
		other fees payable by the Plan to ING Financial.
5.		The following is added as Section 12(e) to the Agreement:
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		(e) 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.
6.		The following replaces Section 14(d) 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:
		ING
		Xxx Xxxxxx Xxx, X0X
		Xxxxxxx, XX 00000-0000
		Attention: Xxxxxxxx Xxxxxxxx
		Worksite Investment Products
		To Fund Agent:
		RiverSource Fund Distributors, Inc.
		X00/0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx
		Xxxxxxxxxxx, XX 00000
		Attention: Mutual Fund Counsel
		Fax: 000-000-0000
Any notice, demand or other communication given in a manner prescribed in this Subsection (b)
shall be deemed to have been delivered on receipt.
7.		Exhibit III to the Agreement is hereby replaced by the Exhibit III attached hereto.
8.		Except as modified hereby, all other terms and conditions of the Agreement shall remain in full
force and effect.
9.		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.
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ING LIFE INSURANCE AND				RIVERSOURCE SERVICE CORP.
ANNUITY COMPANY
				By:		/s/ Xxxxxxxx Xxxxxxx-Strong
By:		/s/ Xxxx X. Xxxxxxx		Name:		Xxxxxxxx Xxxxxxx-Strong
Name:		Xxxx X. Xxxxxxx		Title:
Title:		Vice President
ING FINANCIAL ADVISERS, LLC				RIVERSOURCE DISTRIBUTORS, INC.
By:		/s/ Xxxxx X. Xxxxxx		By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxx		Name:		Xxxxxxx X. Xxxxxxxx
Title:		COO/VP		Title:		Senior Vice President
ING INSTITUTIONAL PLAN SERVICES, LLC				RIVERSOURCE FUND DISTRIBUTORS, INC.
By:		/s/ Xxxxxxxx Xxxxxxxxx attorney-in-fact		By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxxx Xxxxxxxxx		Name:		Xxxxxxx X. Xxxxxxxx
Title:		Vice President		Title:		Senior Vice President

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EXHIBIT III

FEES AND SERVICES

ING shall provide distribution and shareholder services. In addition, ING shall: (i) process all

shareholder activity related to buying, redeeming, or exchanging Fund shares, paying or reinvesting

dividends, processing ownership changes, and confirming these activities with the Plan and its

participants; (ii) maintain records of all Plan and participant accounts, (iii) provide tax reports, account

statements and current prospectuses to the Plan and its participants, and other information required by

law or at the request of the Plan or its participants; (iv) respond to Plan and participant inquiries; and (v)

provide reports to Fund Agent or the Funds’ Board of Directors, from time to time, so that each Fund can

ascertain the quality and level of service being provided.

Further, ING may be responsible for performing account servicing functions, which shall include without

limitation:

(a) making the funds available under the Contracts or other arrangements offered by ING; (b) assisting

customers in changing account addresses; (c) adopting and maintaining appropriate security measures for

identifying customers; (d) providing subaccounting services and maintaining accurate subaccounting

records regarding Shares beneficially owned by customers; (e) providing such other related services upon

which the Distributor and ING may mutually agree.

ING shall provide all personnel, facilities and equipment reasonably necessary in order for it to perform

the functions described in this paragraph with respect to its Customers. ING shall exercise reasonable

care in performing all such services.

ING acknowledges and agrees that Fund Agent shall not have any obligation to ING with respect to the

services described in this Exhibit.

As compensation for the services ING renders under the Agreement, Fund Agent 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 held on Fund Agent’s systems.

Share Class

X-00

X-0

X-0

X-0

X0

X0

Y

12b-1 Fees

___%

___%

___%

___%

___%

___%

___%

Other Fees

___%

___%

___%

___%

___%

___%

___%

Total Fees

___%

___%%

___%

___%

___%

___%

___%

Compensation described above shall be contingent upon fees being payable under Fund Agent’s

agreements with the Funds.

1ING acknowledges and agrees that 0.25% of the above rate paid on R-2 Shares is compensation for distribution services

provided by a broker-dealer registered under the 1934 Act and ING represents and warrants that it shall pay such fee to such

broker-dealer for such services.

2 Excluding Cash Management.

3 Cash Management only.

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