FORM OF AMENDMENT TO PARTICIPATION AGREEMENT

                              Exhibit 99-B.8.xxxxi


                                     FORM OF
                      AMENDMENT TO PARTICIPATION AGREEMENT













                              EXHIBIT 99-B.8.xxxxi

                                     FORM OF
                      AMENDMENT TO PARTICIPATION AGREEMENT

                                      AMONG

                               ING PARTNERS, INC.

                     ING LIFE INSURANCE AND ANNUITY COMPANY

                                       AND

                           ING FINANCIAL ADVISERS, LLC

         This Amendment is dated as of ___ day of ___________, 200__ by and
between ING Partners, Inc. (the "Fund"), ING Life Insurance and Annuity Company
(referred to as the "Adviser" in its capacity as investment adviser to the Fund,
and the "Company" in its capacity as the issuer of variable annuity and variable
life insurance contracts), and ING Financial Advisers, LLC (the "Distributor")
(collectively, the "Parties").

         WHEREAS, the Parties entered into a Participation Agreement on November
28, 2001 (the "Agreement") and subsequently amended the Agreement on March 5,
2002, May 1, 2003; and November 1, 2004

         WHEREAS, the Parties desire to further amend said Agreement in the
manner hereinafter set forth;

         NOW THEREFORE, the parties hereby amend the Agreement in the following
form:

         1. By replacing the existing Schedule B with the Schedule B attached
hereto.

         2. All of the other provisions contained in the Agreement shall remain
in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized signatories as of the date and year first
above written.




ING PARTNERS, INC.                            ING LIFE INSURANCE AND ANNUITY COMPANY

                                           
By:                                           By:
    -------------------------------------         ---------------------------------------




ING FINANCIAL ADVISERS, LLC

By:
        ---------------------------------------------
Name:
        ---------------------------------------------
Title:
        ---------------------------------------------






                                   SCHEDULE B

                               ING PARTNERS, INC.
                              DESIGNATED PORTFOLIOS



     
ING Aeltus Enhanced Index Portfolio - Initial, Adviser and Service Class
ING Xxxxx Growth Portfolio - Initial, Adviser and Service Class
ING Xxxxx Aggressive Growth Portfolio - Initial, Adviser and Service Class
ING Xxxxx Capital Appreciation Portfolio - Initial, Adviser and Service Class
ING American Century Small Cap Value Portfolio - Initial, Adviser and Service Class
ING Baron Small Cap Growth Portfolio - Initial, Adviser and Service Class
ING Fidelity(R) VIP Contrafund(R) Portfolio** - Initial, Adviser and Service Class
ING Fidelity(R) VIP Growth Portfolio - Initial, Adviser and Service Class
ING Fidelity(R) VIP Value Strategies Portfolio - Initial, Adviser and Service Class
ING Fidelity(R) VIP Equity-Income Portfolio - Initial, Adviser and Service Class
ING Fidelity(R) VIP Mid Cap Portfolio - Initial, Adviser and Service Class
ING Xxxxxxx Xxxxx(R) Capital Growth Portfolio* - Initial, Adviser and Service Class
ING Xxxxxxx Sachs(R) Core Equity Portfolio* - Initial, Adviser and Service Class
ING JPMorgan Xxxxxxx International Portfolio - Initial, Adviser and Service Class
ING JPMorgan Mid Cap Value Portfolio - Initial, Adviser and Service Class
ING MFS Capital Opportunities Portfolio - Initial, Adviser and Service Class
ING MFS Global Growth Portfolio - Initial, Adviser and Service Class
ING OpCap Balanced Value Portfolio - Initial, Adviser and Service Class
ING Xxxxxxxxxxx Strategic Income Portfolio - Initial, Adviser and Service Class
ING PIMCO Total Return Portfolio - Initial, Adviser and Service Class
ING Salomon Brothers Aggressive Growth Portfolio - Initial, Adviser and Service Class
ING Salomon Brothers Investors Value Portfolio - Initial, Adviser and Service Class
ING Salomon Brothers Fundamental Value Portfolio - Initial, Adviser and Service Class
ING X. Xxxx Price Growth Equity Portfolio - Initial, Adviser and Service Class
ING UBS U.S. Allocation Portfolio - Initial, Adviser and Service Class
ING UBS U.S. Large Cap Equity Portfolio - Initial, Adviser and Service Class
ING Xxx Xxxxxx Xxxxxxxx Portfolio - Initial, Adviser and Service Class
ING Solution 2015 Portfolio - Initial, Adviser and Service Class
ING Solution 2025 Portfolio - Initial, Adviser and Service Class
ING Solution 2035 Portfolio - Initial, Adviser and Service Class
ING Solution 2045 Portfolio - Initial, Adviser and Service Class
ING Solution Income Portfolio - Initial, Adviser and Service Class
ING American Century Select Portfolio - Initial, Adviser and Service Class
ING Xxxxxxxxxxx Global Portfolio - Initial, Adviser and Service Class
ING Xxxxxxxxxxx Strategic Income Portfolio - Initial, Adviser and Service Class
ING Baron Small Cap Portfolio - Initial, Adviser and Service Class
ING Xxx Xxxxxx Equity and Income Portfolio - Initial, Adviser and Service Class


*Xxxxxxx Sachs(R) is a registered service xxxx of Xxxxxxx, Xxxxx & Co., and it
is used by agreement with Xxxxxxx, Sachs & Co.
** Fidelity(R) and Contrafund(R) are registered trademarks of FMR Corp.