THIRD AMENDMENT TO THE SELLING AND SERVICES AGREEMENT AND PARTICIPATION AGREEMENT This Third Amendment dated as of March 21, 2011 (the “Amendment”) by and among Columbia Management Investment Distributors, Inc. (formerly RiverSource Fund Distributors,...

Exhibit 24(b)(8.46)

THIRD AMENDMENT TO

THE SELLING AND SERVICES AGREEMENT AND PARTICIPATION

AGREEMENT

This Third Amendment dated as of March 21, 2011 (the “Amendment”) by and among

Columbia Management Investment Distributors, Inc. (formerly RiverSource Fund Distributors,

Inc.) ((“Distributor”), Columbia Management Investment Services Corp. (formerly RiverSource

Service Corporation) ( “Transfer Agent”), ING Life Insurance and Annuity Company (“ING

Life”), ING Institutional Plan Services, LLC (“ING Institutional”) and ING Financial

Advisers, LLC (“ING Financial”) (collectively, “ING), to the Selling and Services Agreement

and Fund Participation Agreement dated September 26, 2005, (the “Agreement”), as amended on

April 1, 2008, February 18, 2009 and including the assignment of the Agreement in a letter dated

March 12, 2010. Terms defined in the Agreement are used herein as therein defined.

RECITALS

WHEREAS, ING and Columbia Management Distributors, Inc have entered into a an

Agreement dated as of September 26, 2005;

WHEREAS, Ameriprise Financial, Inc., the parent company of Columbia Management

Investment Advisers, LLC (formerly known as RiverSource Investments, LLC), has acquired the

long-term asset management business of Columbia Management Advisors, LLC and its related

affiliates from Bank of America, N.A.;

WHEREAS, in connection with such transaction, in a letter dated March 12, 2010, the

Agreement was assigned by Columbia Management Distributors, Inc. to RiverSource Fund

Distributors, Inc. and by Columbia Management Services, Inc. to RiverSource Service

Corporation;

WHEREAS, the Agreement dated September 26, 2005 was automatically terminated as a

result of such assignment;

WHEREAS, ING consented to such assignment and entered into a new selling and

services agreement and fund participation agreement on terms identical to those in the current

Agreement dated September 26, 2005, other than the substitution of RiverSource Fund

Distributors, Inc. for Columbia Management Distributors, Inc. and RiverSource Service

Corporation for Columbia Management Services, Inc.;

WHEREAS, RiverSource Fund Distributors, Inc. has been subsequently renamed

Columbia Management Investment Distributors, Inc (“Distributor”);

WHEREAS, RiverSource Service Corporation has been subsequently renamed Columbia

Management Investment Services Corp. (“Transfer Agent”)

WHEREAS, the RiverSource and Xxxxxxxx branded mutual funds, together with the

Columbia branded mutual funds, are now part of the Columbia family of funds (the “CMID

Distributed Funds”), which as of the date of this Amendment are covered under the Agreement;

WHEREAS, Distributor serves as the exclusive distributor of the CMID Distributed

Funds;


WHEREAS, the CMID Distributed Funds have been consolidated onto a single transfer
agent recordkeeping system, share common shareholder servicing policies and procedures and
are freely exchangeable;

WHEREAS, Transfer Agent serves as exclusive transfer agent for the CMID Distributed
Funds;

WHEREAS, the Distributor, Transfer Agent and ING are parties to the Agreement and
desire to amend the Agreement in the manner hereinafter set forth;

WHEREAS, Distributor and/or Transfer Agent are parties to certain duplicative sales,
service, networking or distribution agreements with ING relating to the legacy Columbia funds
and the legacy RiverSource Funds, including Xxxxxxxx funds, as a result of their consolidation
into the CMID Distributed Funds, and the parties wish to terminate such duplicative agreements;

WHEREAS, as of the date of this Third Amendment Variable Annuity Account I is
hereby added as an additional Separate Account to serve as an investment vehicle for the
Contracts;

WHEREAS, the parties wish to amend the Agreement to modify the funds offered and
the payment terms; and

WHEREAS, the parties wish to amend certain other provisions of the Agreement, as
provided below.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained,
the parties agree as follows:


1	.	The first sentence of Section 1(b) of the Agreement is hereby amended to read as follows:

		(b) With respect to Plans that invest in the Funds indirectly through the Contracts, ING Life
		represents that each of the Separate Accounts is a separate Account under applicable state
		law and that it is registered or will register each of the Separate Accounts (except for such
		Accounts for which no registration is required) as a unit investment trust under the
		Investment Company Act of 1940 (the “1940 Act”) to serve as an investment vehicle for
		the Contracts.

2	.	The second paragraph of Section 4 of the Agreement is hereby amended to read as follows:

		You agree to disclose that you receive compensation under this Agreement, including 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.




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3	.	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:
		Xxxxxxxxxx Xxxxxxx
		ING Americas Legal Services
		Xxx Xxxxxx Xxx, X0X
		Xxxxxxx, XX 00000
		Fax: 000-000-0000

		To Transfer Agent:
		Columbia Management Investment Services Corp.
		000 Xxxxxxxx Xxxxxx
		Xxxxxx, XX 00000
		BX25 10320
		Attention: Dealer File Department
		Facsimile: 000-000-0000


		To Distributor:
		Columbia Management Investment Distributors, Inc.
		000 Xxxxxxxx Xxxxxx
		Xxxxxx, XX 00000
		BX25 10320
		Attention: Dealer File Department
		Facsimile: 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.

4	.	Schedule C to the Agreement is hereby replaced by the Schedule C attached hereto.


5	.	The parties agree that any sales, service, networking, distribution or other agreements
		between them or their affiliates which relate solely to the RiverSource funds,
		including Xxxxxxxx funds, are terminated as of the effective date of this Amendment.
		Such agreements include, without limitation, the agreements listed on Exhibit B,
		attached hereto. Each party represents that it is authorized to terminate any such
		agreement on behalf of an affiliate, or will notify such affiliate of the other party’s
		termination of such agreement in accordance with the applicable notice provisions of
		such agreement.




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6. Amendment. This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original but
all of which taken together will constitute one and the same instrument.

As modified herein, the Agreement is confirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date and year first above written.


ING Life Insurance and Annuity Company	ING Financial Advisers, LLC


By: /s/ Xxxx X. Xxxxxxx	By: /s/ Xxxxx Xxxxxx
Name: Xxxx X. Xxxxxxx	Name: Xxxxx Xxxxxx
Title: Vice President	Title: COO/VP

ING Institutional Plan Services, LLC


By: /s/ Xxxxxxxx Xxxxxxxxx, Attorney in fact
Name: Xxxxxxxx Xxxxxxxxx, Attorney in Fact
Title: Vice President


Columbia Management Investment Services Corp.


By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Vice President


Columbia Management Investment Distributors, Inc.


By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Senior Vice President




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	Schedule C

COMPENSATION

In consideration of the Administrative Services provided by Intermediary pursuant to the
Agreement to which this is attached, Transfer Agent shall pay Intermediary an amount equal to
__ bps on A Shares, __ bps on R Shares, __ bps on R3 Shares, __ bps on R4 Shares, __ bps
on R5 Shares and __ bps on Z Shares per annum of the average daily net asset value of Fund
shares held in the Accounts, other than money market Fund shares, each calendar quarter.

Exception:	__ bps on A Share Index Funds, R Share Index Funds and Z Share Index
	Funds

In addition, with respect to Class R3 and Class R4 shares, Transfer Agent shall pay
Intermediary the non 12b-1 service fee collected from the Funds in an amount equal to __
bps per annum of the average daily net asset value of Class R3 and Class R4 Fund shares

Intermediary shall calculate this payment at the end of each calendar quarter and shall
forward an invoice to Transfer Agent, along with such other supporting data as may be
reasonably requested by Transfer Agent. Such invoice, at a minimum, shall designate the Funds
in which assets are invested and shall identify: (1) the Account number(s) for each Plan, if
applicable, (2) the average daily net asset value of Fund shares held in the Account(s) on which
the fee is paid and (3) the amount of such fee. Transfer Agent shall make such payment to
Intermediary via check as soon as practicable after receipt of the invoice. Failure to submit such
invoice to Transfer Agent within 60 days of quarter end may result in Transfer Agent’s inability
to pay Intermediary for Administrative Services provided during such quarter.




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EXHIBIT B


LIST OF TERMINATED DUPLICATIVE AGREEMENTS
APPLICABLE TO LEGACY RIVERSOURCE FUNDS


1	.	Selling and Services Agreement and Fund Participation Agreement, dated December
		29, 2006, as amended on January 1, 2009 and July 1, 2007 by and among
		RiverSource Service Corporation , Riversource Distributors, Inc., ING Life Insurance
		and Annuity Company, ING Financial Advisers, LLC and ING Institutional Plan
		Services, LLP

2	.	Rule 22c-2 Agreement, dated April 16, 2007 between Riversource Service
		Corporation, ING Life Insurance and Annuity Company, ING National Trust, ING
		USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company,
		ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance
		Company and Systematized Benefits Administrators, Inc.

3	.	Confidentiality Agreement, dated January 22, 2007 between Ameriprise Financial,
		Inc. and ING Life Insurance and Annuity Company

4	.	Any Sales, Service, Networking, Distribution or other Agreement which relates solely
		to the RiverSource funds, including Xxxxxxxx funds.




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THIRD AMENDMENT TO THE SELLING AND SERVICES AGREEMENT AND PARTICIPATION AGREEMENT This Third Amendment dated as of March 21, 2011 (the “Amendment”) by and among Columbia Management Investment Distributors, Inc. (formerly RiverSource Fund Distributors,...

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