Amendment No. 3 to Amended and Restated Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. ING Life Insurance and Annuity Company ING USA Annuity and LIfe Insurance Company ReliaStar Life...

Exhibit 24(b)(8.58)
Amendment No. 3 to
Amended and Restated Participation Agreement
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
ING Life Insurance and Annuity Company
ING USA Annuity and LIfe Insurance Company
ReliaStar Life Insurance Company
ReliaStar Life Insurance Company of New York
Directed Services, LLC
ING Financial Advisers, LLC
	Franklin Xxxxxxxxx Variable Insurance Products Trust (the “Trust”),
Franklin/Xxxxxxxxx Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or
“us”), ING Life Insurance and Annuity Company, ING USA Annuity and LIfe Insurance
Company, ReliaStar Life Insurance Company and ReliaStar Life Insurance Company of New
York (together the “Company” or “you”), and Directed Services, LLC, your distributor, on
your behalf and on behalf of certain Accounts, have previously entered into an Amended and
Restated Participation Agreement dated December 30, 2005, and subsequently amended June 5,
2007 and November 17, 2011 (the “Agreement”). The parties now desire to amend the
Agreement by this amendment (the “Amendment”).
	Except as modified hereby, all other terms and conditions of the Agreement shall
remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement
shall have the same meaning in this Amendment.
A M E N D M E N T
	For good and valuable consideration, the receipt of which is hereby acknowledged, the
parties agree to amend the Agreement as follows:
1.	ING Financial Advisers, LLC is hereby added as a party to the Agreement; consents to
	being added as a party to the Agreement and, as of the date of this Amendment is
	subject to all terms of the Agreement applicable to the Distributor.
2.	Section 4.4 and Section 6 of the Agreement are amended and restated in their entirety as
	set forth in Attachment A to this Amendment.
3.	Schedules A, C and G of the Agreement are deleted and replaced in their entirety with
	the Schedules A, C and G attached hereto, respectively.
4.	All other terms and provisions of the Agreement not amended herein shall remain in full
	force and effect.
ING Amd #3 to Restated FPA 2013-08-12.docx

	IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to
execute this Amendment as of August 12, 2013.
The Trust:		FRANKLIN XXXXXXXXX VARIABLE INSURANCE
PRODUCTS TRUST
Only on behalf of
each Portfolio listed
on Schedule C of
the Agreement.		By:	/s/Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title:	Vice President
The Underwriter:		FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
		By:	/s/Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title:	Vice President
The Companies:
ING LIFE INSURANCE AND ANNUITY			ING USA ANNUITY AND LIFE INSURANCE
COMPANY			COMPANY
By: /s/Xxxx X. Xxxxxxx			By: /s/Xxxx X. Xxxxxxx
Name:	Xxxx X. Xxxxxxx		Name:	Xxxx X. Xxxxxxx
Title:	Vice President		Title:	Vice President
RELIASTAR LIFE INSURANCE COMPANY			RELIASTAR LIFE INSURANCE COMPANY OF
			NEW YORK
By: /s/Xxxx X. Xxxxxxx			By: /s/Xxxx X. Xxxxxxx
Name:	Xxxx X. Xxxxxxx		Name:	Xxxx X. Xxxxxxx
Title:	Vice President		Title:	Vice President
The Distributors:
DIRECTED SERVICES, LLC.			ING FINANCIAL ADVISERS, LLC
By: /s/Xxxxx Xxxxxxxxxxx			By: /s/Xxxxxxx X. Xxxxxxx
Name:	Xxxxx Xxxxxxxxxxx		Name:	Xxxxxxx Xxxxxxx
Title:	Vice President		Title:	President
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Attachment A to Amendment to Participation Agreement
4.	Fees, Expenses, Prospectuses, Proxy Materials and Reports
4.4	“Designated Portfolio Document” means the following documents we create
with respect to each Portfolio and provide to you: (1) a Portfolio’s prospectus, including a
summary prospectus (together, “Prospectus”) if the Trust chooses to create one for a Portfolio
and we and you have signed the necessary Participation Agreement Addendum; (2) its annual
report to shareholders; (3) its semi-annual report to shareholders; (4) amendments or
supplements to any of the foregoing if we direct you to deliver them to Contract owners; and
(5) other shareholder communications including, without limitation, proxy statements, if we
direct you to deliver them to Contract owners.
“Document Event” means (1) with respect to the Prospectus, the effectiveness of a new annual
post-effective amendment to the Prospectus to update financial statements and make other
disclosure changes or other post-effective amendment to the Prospectus; (2) with respect to the
Trust’s annual report and semi-annual reports to shareholders, the Trust’s creation of reports
intended to satisfy the requirements of Section 30(a) of the 1940 Act applicable to the Trust; or
(3) with respect to amendments or supplements to any of the foregoing or other shareholder
communications, the Trust’s creation of such documents and provision of them to you.
“Printing Expenses” means expenses of the physical creation of Designated Portfolio
Documents, and not of their distribution to Contract owners (including, without limitation,
mailing and postage expenses) or the provision of other services.
Each time there is a Document Event with respect to a Designated Portfolio Document we
shall, at your option, provide you with one of the following:
(1)	one copy of the applicable Designated Portfolio Document for each Contract
	owner with investments allocated to a subaccount corresponding to the Portfolio
	before the date of the Designated Portfolio Document (the “Contract Owner
	Recipients”); or
(2)	a copy suitable for reproduction of such Designated Portfolio Document, in
	which case we will reimburse you, as provided below under “Reimbursement
	Procedures,” for Printing Expenses you incur to create Designated Portfolio
	Documents in sufficient quantity so that one such Designated Portfolio
	Document is available for you to have delivered to each Contract Owner
	Recipient.
	Reimbursement Procedures
	Routine Reimbursements. Within six months following the delivery date of the
	Designated Portfolio Document (“Delivery Date”), we must receive your request
	for reimbursement and: (i) a statement of the number of Contract Owner
	Recipients; (ii) copies of all printing company invoices applicable to the Printing
	Expenses that you request we reimburse; (iii) a description of the methodology
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		used to determine the amount of reimbursement requested; and (iv) your
		representation that the reimbursement request covers only Printing Expenses
		covered by Section 4.4 of this Agreement; the date we have received all these
		items is the “Request Date.” If we are able to validate your request based on the
		information you provided as well as, among other things we believe to be
		appropriate, our analysis of your previous reimbursement requests, if applicable,
		and/or third party industry benchmarking information, then we will reimburse
		you within sixty days of the Request Date.
		Reimbursements requiring additional information. If we cannot validate your
		reimbursement request based on the information you have provided to us and
		our analysis described in the preceding paragraph, then we will request
		additional information from you and work with you to validate your request.
		Expenses not subject to reimbursement. We will not reimburse expenses related
		to: (1) creation or provision of any Designated Portfolio Document for or to a
		person who is not a Contract Owner Recipient of such document; (2) creation or
		provision of any Designated Portfolio Document to a person accompanying, or
		at the time of the delivery of, a confirmation of their purchase of or exchange
		into subaccount shares corresponding to a Portfolio; (3) posting any Designated
		Portfolio Document on your website; or (4) electronic filing of Designated
		Portfolio Documents or other documents with the Securities and Exchange
		Commission (using its XXXXX or other system).
Statement of Additional Information. We shall provide you with a copy of the Trust’s current
statement of additional information, including any amendments or supplements to it (“SAI”), in
a form suitable for reproduction, but we will not pay Printing Expenses or other expenses with
respect to the SAI.
6.	Sales Material, Information and Trademarks
	6.1	“Sales Literature/ Promotional Material” includes, but is not limited to, portions
of the following that use any logo or other trademark related to the Trust, or Underwriter or its
affiliates, or refer to the Trust: advertisements (such as material published or designed for use
in a newspaper, magazine or other periodical, radio, television, telephone or tape recording,
videotape display, signs or billboards, motion pictures, web-sites and other electronic
communications or other public media), sales literature (i.e., any written communication
distributed or made generally available to customers or the public, including brochures,
circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts or any
other advertisement, sales literature or published article or electronic communication),
educational or training materials or other communications distributed or made generally
available to some or all agents or employees in any media, and disclosure documents,
shareholder reports and proxy materials. “Disclosure Documents” shall mean each item of the
following if prepared, approved or used by you and relating to a Contract, an Account, or a
Portfolio, and any amendments or revisions to such document: registration statements,
prospectuses, statements of additional information, private placement memoranda, retirement
plan disclosure information or other disclosure documents or similar information, as well as
any solicitation for voting instructions.
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6.2	You may use the name of the Trust and trademarks and the logo of the
Underwriter in Sales Literature/Promotional Material as reasonably necessary to carry out your
performance and obligations under this Agreement provided that you comply with the
provisions of this Agreement. You agree to abide by any reasonable use guidelines regarding
use of such trademarks and logos that we may give from time to time. You shall, as we may
request from time to time, promptly furnish, or cause to be furnished to us or our designee, one
complete copy of each item of the following: (i) Sales Literature/Promotional Material
prepared, approved or used by you; and (ii) Disclosure Documents.
6.3	You and your agents shall not give any information or make any representations
or statements on behalf of the Trust or concerning the Trust, the Underwriter or an Adviser,
other than information or representations contained in and accurately derived from the
registration statement or prospectus for the Trust shares (as such registration statement and
prospectus may be amended or supplemented from time to time), annual and semi-annual
reports of the Trust, Trust-sponsored proxy statements, or in Sales Literature/Promotional
Material created by us for the Trust and provided by the Trust or its designee to you, except as
required by legal process or regulatory authorities or with the written permission of the Trust or
its designee.
6.4	You agree, represent and warrant that you are solely responsible for any Sales
Literature/ Promotional Material prepared by you and that such material will: (a) conform to
all requirements of any applicable laws or regulations of any government or authorized agency
having jurisdiction over the offering or sale of shares of the Portfolios or Contracts; (b) be
solely based upon and not contrary to or inconsistent with the written information or materials
provided to you by us or a Portfolio, including the Trust’s prospectus and statement of
additional information; and (c) be made available promptly to us upon our request. You agree
to file any Sales Literature/Promotional Material prepared by you with FINRA, or other
applicable legal or regulatory authority, within the timeframes that may be required from time
to time by FINRA or such other legal or regulatory authority. Unless otherwise expressly
agreed to in writing, it is understood that we will neither review nor approve for use any
materials prepared by you and will not be materially involved in the preparation of, or have any
responsibility for, any such materials prepared by you. You are not authorized to modify or
translate any materials we have provided to you.
6.5	You shall promptly notify us of any written customer complaint or notice of any
regulatory investigation or proceeding received by you relating to any Sales
Literature/Promotional Material.
6.6	Other than naming you as a Trust shareholder, we shall not give any information
or make any representations or statements on behalf of you or concerning you, the Accounts or
the Contracts other than information or representations contained in and accurately derived
from Disclosure Documents (as such Disclosure Documents may be amended or supplemented
from time to time), or in materials approved by you for distribution, including Sales Literature/
Promotional Material, except as required by legal process or regulatory authorities or with your
written permission.
6.7	Except as provided in Section 6.2, you shall not use any designation comprised
in whole or part of the names or marks “Franklin” or “Xxxxxxxxx” or any logo or other
trademark relating to the Trust or the Underwriter without prior written consent, and upon
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termination of this Agreement for any reason, you shall cease all use of any such name or xxxx
as soon as reasonably practicable.
6.8	You shall furnish to us ten (10) Business Days prior to its first submission to the
SEC or its staff, any request or filing for no-action assurance or exemptive relief naming,
pertaining to, or affecting, the Trust, the Underwriter or any of the Portfolios.
6.9	You agree that any posting of Designated Portfolio Documents on your website
or use of Designated Portfolio Documents in any other electronic format will result in the
Designated Portfolio Documents: (i) appearing identical to the hard copy printed version or
.pdf format file provided to you by us (except that you may reformat .pdf format prospectus
files in order to delete blank pages and to insert .pdf format prospectus supplement files
provided by us to you); (ii) being clearly associated with the particular Contracts in which they
are available and posted in close proximity to the applicable Contract prospectuses; (iii) having
no less prominence than prospectuses of any other underlying funds available under the
Contracts; (iv) in compliance with any statutory prospectus delivery requirements and (v) being
used in an authorized manner. Notwithstanding the above, you understand and agree that you
are responsible for ensuring that participation in the Portfolios, and any website posting, or
other use, of the Designated Portfolio Documents is in compliance with this Agreement and
applicable state and federal securities and insurance laws and regulations, including as they
relate to paper or electronic delivery or use of fund prospectuses. We reserve the right to
inspect and review your website if any Designated Portfolio Documents and/or other Trust
documents are posted on your website and you shall, upon our reasonable request, provide us
timely access to your website materials to perform such inspection and review.
In addition, you agree to be solely responsible for maintaining and updating the
Designated Portfolio Documents’ .pdf files and removing and/or replacing promptly any
outdated prospectuses and other documents, as necessary, ensuring that any accompanying
instructions by us, for using or stopping use, are followed. You agree to designate and make
available to us a person to act as a single point of communication contact for these purposes.
We are not responsible for any additional costs or additional liabilities that may be incurred as a
result of your election to place the Designated Portfolio Documents on your website. We
reserve the right to revoke this authorization, at any time and for any reason, although we may
instead make our authorization subject to new procedures.
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Schedule A

The Company and its Distributor

THE COMPANY

ING Life Insurance and Annuity Company

000 Xxxxxxxxxx Xxxxxx

Xxxxxxxx, Xxxxxxxxxxx 00000

An insurance company incorporated in Connecticut.

ING USA Annuity and Life Insurance Company

0000 Xxxxxxxx Xxxxx

Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000

An insurance company incorporated in Minnesota. Effective December 21, 1993,

changed its state of domicile to Delaware.

ReliaStar Life Insurance Company

000 Xxxxxxxxxx Xxxxxx

Xxxxxxxx, Xxxxxxxxxxx 00000

A life insurance company incorporated in Minnesota.

ReliaStar Life Insurance Company of New York

0000 Xxxxxxxx Xxxxx

Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000

A life insurance company incorporated in New York.

THE DISTRIBUTOR

Directed Services, LLC.

0000 Xxxxxxxx Xxxxx

Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000

A corporation incorporated in Delaware.

ING Financial Advisers, LLC

Xxx Xxxxxx Xxx,

Xxxxxxx, XX 00000

A corporation incorporated in Delaware.

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	Schedule C
	Available Portfolios and Classes of Shares of the Trust
All Classes of Shares of the Trust:
1.	Franklin Growth and Income Securities Fund – Classes 1 and 2
2.	Franklin Income Securities Fund – Classes 1, 2 and 4
3.	Franklin Small Cap Value Securities Fund – Classes 1, 2 and 4
4.	Franklin Small-Mid Cap Growth Securities Fund – Classes 1, 2 and 4
5.	Franklin U.S. Government Fund – Classes 1 and 2
6.	Mutual Shares Securities Fund – Classes 1, 2 and 4
7.	Xxxxxxxxx Developing Markets Securities Fund – Classes 1, 2 and 4
8.	Xxxxxxxxx Foreign Securities Fund – Classes 1, 2 and 4
9.	Xxxxxxxxx Global Bond Securities Fund – Classes 1, 2 and 4
10.	Xxxxxxxxx Growth Securities Fund – Classes 1, 2 and 4
11.	Franklin Flex Cap Growth Securities Fund – Classes 2 and 4
12.	Franklin Global Real Estate Securities Fund- Classes 1 and 2
13.	Franklin High Income Securities Fund – Classes 1 and 2
14.	Franklin Large Cap Growth Securities Fund – Classes 1 and 2
15.	Franklin Large Cap Value Securities Fund – Class 2
16.	Franklin Rising Dividends Securities Fund – Classes 1, 2 and 4
17.	Franklin Strategic Income Securities Fund – Classes 1, 2 and 4
18.	Franklin Xxxxxxxxx VIP Founding Funds Allocation Fund – Classes 1, 2 and 4
19.	Mutual Global Discovery Securities Fund – Classes 1, 2 and 4
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	Schedule G
	Addresses for Notices
To the Company:	ING Life Insurance and Annuity Company
	ReliaStar Life Insurance Company
	Xxx Xxxxxx Xxx, X0X
	Xxxxxxx, XX 00000-0000
	Attention: Xxxxxxxxxx Xxxxxxx
	Legal Department
	ING USA Annuity and Life Insurance Company
	ReliaStar Life Insurance Company of New York
	0000 Xxxxxxxx Xxxxx
	Xxxx Xxxxxxx, XX 00000
	Attention: Xxxxxxxx Xxxxxxxx
	Counsel – Retail Annuities
To the Distributor	Directed Services, LLC
	0000 Xxxxxxxx Xxxxx
	Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000
	Attention: Xxxxxx Xxxxxx
	Chief Compliance Officer – Retail Annuities.
	ING Financial Advisers, LLC
	Xxx Xxxxxx Xxx
	Xxxxxxx, XX 00000
	Attention: Xxxx Xxxxxx, Vice President
To the Trust:	Franklin Xxxxxxxxx Variable Insurance Products Trust
	Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
	Xxx Xxxxx, Xxxxxxxxxx 00000
	Attention: Xxxxx X. Xxxxxxxx, Vice President
To the Underwriter:	Franklin/Xxxxxxxxx Distributors, Inc.
	000 Xxxxxxxx Xxxxxxx, Xxxx. 000, 0xx Xxxxx
	Xx. Xxxxxxxxxx, XX 00000
	Attention: Xxxxx Xxxxx, President
If to the Trust or Underwriter
with a copy to:	Franklin Xxxxxxxxx Xxxxxxxxxxx
	Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
	Xxx Xxxxx, Xxxxxxxxxx 00000
	Attention: General Counsel
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