SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT

Exhibit 99-B.8.145

FIRST AMENDMENT TO

SELLING AND SERVICES AGREEMENT

AND

FUND PARTICIPATION AGREEMENT

                     THIS FIRST AMENDMENT to the Selling and Services Agreement and Fund Participation

 Agreement (First Amendment) is made and entered into as of the _31st___ day of

 December, 2003, by and between ING Life Insurance and Annuity Company ("ING

 Life"), ReliaStar Life Insurance Company ("ReliaStar"), ReliaStar Life Insurance Company of New

 York ("ReliaStar New York") (collectively, the "Insurer(s)"), ING Financial Advisers, LLC ("ING

 Financial") (together with Insurers referred to collectively as "ING"), and PIMCO Advisors

 Distributors LLC ("Distributor"). Capitalized terms not otherwise defined herein shall have the

 meaning ascribed to them in the Agreement (defined below).

          WHEREAS, ING and the Distributor are parties to a Selling and Services Agreement and Fund

Participation Agreement dated as of March 11, 2003 ("Agreement"); and

          WHEREAS, the parties now desire to amend the Agreement to add an additional class

of shares of the Funds to be made available as investment options under the

Agreement; and

          WHEREAS, the parties now desire to revise the reimbursement terms as set forth

herein.

          NOW, THEREFORE, in consideration of the mutual promises set forth herein, the

parties agree as follows:

1. Class A shares shall be referred to as “Class A Shares” and Class R shares shall be

referred to as “Class R Shares” and “shares” which previously meant Class A shares

shall now mean Class A shares and Class R shares collectively.

2. Section 4 of the Agreement entitled Servicing Fees is deleted and replaced with the following:

                 Servicing Fees

                                     The provision of shareholder and administrative services to Contract owners or

                 to the Plans shall be the responsibility of ING Financial, Insurers or the Nominee and

                 shall not be the responsibility of Distributor. The Nominee, or Insurers on behalf of

                 their Separate Accounts, will be recognized as the sole shareholders of the 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, Distributor agrees to pay to the applicable

                 Insurer a servicing fee based on the annual rate of ____% (_____% quarterly) for Class

                 A shares, and ____% (____% quarterly) for Class R shares on equity funds (the MMS

		Funds) and ____% (_____% quarterly) for Class A and Class R shares on the fixed
		income funds (the PIMS Funds) , in all cases, of the average net assets invested in the
		Funds through the Contracts or through Insurer’s arrangements with Plans in each
		calendar quarter. After the end of each quarter, the Insurer shall invoice the Distributor
		for the applicable portion of the Servicing Fees. Distributor will make such payments to
		Insurer within thirty (30) days after the end of each calendar quarter. If required by a
		Plan or by applicable law, Insurer 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 Distributor to offset other fees payable by the Plan to Insurer.
3.		Section 5 of the Agreement entitled 12b 1 Fees is deleted and replaced with the following:
		12b-1 Fees.
		(a) Class A Shares Only —
		To compensate ING Financial for its distribution of Class A Shares, Distributor shall
		make quarterly payments to ING Financial based on the annual rate of ____% (_____%
		quarterly) of the average net assets invested in Class A shares of the Funds through the
		Contracts or through Insurer’s arrangements with Plans in each calendar quarter.
		(b) Class R Shares Only —
		To compensate ING Financial for its distribution of Class R Shares, Distributor shall
		make quarterly payments to ING Financial based on the annual rate of ____% (____%
		quarterly) of the average net assets invested in Class R shares of the Funds through the
		Contracts or through Insurer’s arrangements with Plans in each calendar quarter.
		(c) Both Class A and Class R Shares
		Distributor will make such payments to ING Financial within thirty (30) days after the
		end of each calendar quarter. Upon request, 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. 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. Payments pursuant to this Section shall only be made by Distributor after
		receipt thereof by Distributor from the applicable Trust pursuant to its 12b-1 Plan.
3.		Except as modified hereby, all other terms and conditions of the Agreement shall remain in full
		force and effect.
4.		This Amendment may be executed in 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 parties hereto have executed and delivered this Amended Agreement as of the
date first above written.
ING LIFE INSURANCE AND ANNUITY				PIMCO ADVISORS DISTRIBUTORS LLC
COMPANY
By:		/s/ Xxxxxx X. Xxxxxxxxxxx		By:		/s/ Xxxxxx X. Xxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxxxxxxx		Name:		Xxxxxx X. Xxxxxx, Xx.
Title:		Vice President		Title:		Managing Director
Date:		3-26-04		Date:		4-1-04
RELIASTAR LIFE INSURANCE
COMPANY
By:		/s/ Xxxxxx X. Xxxxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxxxx
Title:		Vice President
Date:		3-26-04
RELIASTAR LIFE INSURANCE
COMPANY OF NEW YORK
By:		/s/ Xxxxxx X. Xxxxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxxxx
Title:		Vice President
Date:		3-26-04