First Amendment to the Selling and Services Agreement and Participation Agreement This First Amendment dated as of February 5, 2009 by and between ING Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan Services, LLP (“ING...

Exhibit 24(b)(8.121)
First Amendment to the Selling and Services Agreement and Participation Agreement
This First Amendment dated as of February 5, 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 Munder Series Trust and Munder Series Trust II,
on behalf of their respective series (each a “Fund” or collectively the “Funds”), is made to the Selling and
Services Agreement and Participation Agreement dated as of August 10, 2005 (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 IFA.
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, 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.	Paragraph 4 of the Agreement is hereby deleted in its 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 the Funds. 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, the Funds agree 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. The Funds 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 the Funds to offset other fees payable by the Plan to ING Life or ING
	Institutional.
	Periodically, upon reasonable request of the Funds, ING will provide information to the
	Funds necessary to meet requests of their Board.
4.	The following is added as Section 12(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
	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 the performance of its obligations hereunder will not
	violate, impair or conflict with any governing documents or agreements of ING
	Institutional or any applicable law, rule or regulation, including without limitation
	ERISA;
	(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 and has all
	requisite registrations and licenses to provide such services and facilitate such
	transactions;
	(iii) ING will monitor Participant trading activity and will attempt to discourage
	excessive trading activity. ING’s efforts may include sending warning letters to
	Participants who are engaging in excessive trading and suspending Participants’
	electronic or phone trading privileges. ING will also reasonably cooperate with the
	Funds to curb Participants’ excessive trading activity in the Funds if brought to ING’s
	attention by the Fund;
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	(iv) to the extent ING Institutional develops and implements the requisite fully-
	automated systems functionality to assess short-term trading (redemption) fees on
	Participant accounts, ING Institutional will notify the Funds of such capability and
	assess short-term trading fees in accordance with the terms of the Funds’ Prospectuses
	and remit payment of such fees to the Funds; and
	(v) that the fees payable to ING under this Agreement will be properly disclosed
to the Plans and/or their Participants in accordance with applicable law.
5.	The following replaces Section 15(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:
	ING
	Xxx Xxxxxx Xxx, X0X
	Xxxxxxx, XX 00000-0000
	Attention: Xxxxxxxx Xxxxxxxx
	Worksite Investment Products
	To the Funds:
	The Munder Funds
	000 Xxxxxx Xxxxxx
	Xxxxxxxxxx, XX 00000
	Attn: Chief Legal Officer
	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.
6.	The following paragraph is added under Section 15 “Miscellaneous” of the Agreement:
	(j) The parties agree that, due to the fact that ING does not currently have the
	requisite fully-automated systems functionality to assess short-term trading (redemption)
	fees on Participant accounts, transactions in the Funds by Plans or Plan Participants
	pursuant to the terms of this Agreement are not subject to any redemption fees that may
	otherwise be required by the 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.
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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 as of the date first
written above.

ING LIFE INSURANCE AND		MUNDER SERIES TRUST
ANNUITY COMPANY		MUNDER SERIES TRUST II, ON BEHALF OF
		THEIR RESPECTIVE SERIES
By:	/s/ Xxxx X. Xxxxxxx
Name:	Xxxx X. Xxxxxxx	By:	/s/ Xxxxxxx Xxxx West
Title:	Vice President	Name:	Xxxxxxx Xxxx West
		Title:	Assistant Secretary
ING FINANCIAL ADVISERS, LLC		ING INSTITUTIONAL PLAN SERVICES, LLC
By:	/s/ Xxxxx X. Xxxxxx	By:	/s/ Xxxxxxxx Xxxxxxxxx attorney-in-fact
Name:	Xxxxx X. Xxxxxx	Name:	Xxxxxxxx Xxxxxxxxx
Title:	V.P. Operations	Title:	Vice President

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SCHEDULE B

List of Available Funds

All Class A shares of Munder Funds

All Class Y shares of Munder Funds

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SCHEDULE C

Fee Schedule

As compensation for the services ING renders under the Agreement, the Funds will pay to ING on a

quarterly basis an annual fee of ___% of the average daily net assets of each of the classes of the Funds

listed on Schedule B and held in the Accounts, except that there shall be no annual fee payable for

Account assets invested in the Index or Money Market Funds.

Provided that the party responsible for the sale of shares of the Funds within the Accounts, including

without limitation ING Financial or an affiliate of ING Financial (each, a “Seller”), has entered into a

Selling Agreement with the Funds’ distributor or its successor, the Funds will pay or cause to be paid to

such Seller all 12b-1 fees paid with respect to such shares, as applicable, in accordance with the payout

schedule of the Funds’ distributor. Subject to change without notice, as of the date of this Schedule C,

the Funds pay or cause to be paid Class A shares 12b-1 fees as follows:

	Class A
Fund(s)	12b-1 Fees
All Funds except Index 500 Fund	___%
Index 500 Fund	___%
No 12b-1 fees are payable with respect to Class Y shares.
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