STANDARD FORM OF ILIAC BROKER-DEALER AGREEMENT

Exhibit 99-B.3.1

STANDARD FORM OF

ILIAC BROKER-DEALER AGREEMENT

THIS AGREEMENT (“Agreement”) is entered into by and among ING Life Insurance and Annuity Company (“the Issuer”), 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, incorporated under the laws of the State of Connecticut, ING Financial Advisers, L.L.C. (“the Dealer”), 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, incorporated under the laws of the State of Connecticut, and ______________________________________(the “Broker-Dealer”), incorporated under the laws of ______________, and is effective as of the date signed by all parties hereto. (The Issuer and the Dealer shall be referred to herein collectively as the “Company.”)

WHEREAS, the Dealer is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member of the National Association of Securities Dealers, Inc. (“NASD”); and

WHEREAS, the Issuer has appointed the Dealer as the principal underwriter of the Contracts (as defined below); and

WHEREAS, the parties hereto desire that Broker-Dealer and its registered representatives who are duly licensed and qualified under applicable securities and insurance laws, rules and regulations be authorized to offer and sell the Contracts subject to the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows:

ARTICLE I -- AGREEMENTS OF THE COMPANY

1.1 The Company hereby authorizes the Broker-Dealer during the term of this Agreement to solicit, offer and sell (and service) to suitable customers the individual and group annuity contracts and other products (including certificates to individual participants under group contracts and other products) (collectively “Contracts”) described in the Schedules attached hereto that are issued and distributed by the Company, provided that the Contracts are qualified for sale under all applicable federal and state securities and insurance laws and regulations of the jurisdiction in which the solicitations, offers or sales will be made.

1.2 The Company, during the term of this Agreement, will notify the Broker-Dealer of the issuance by the Securities and Exchange Commission (“SEC”) or regulatory authority of any jurisdiction of any stop order with respect to the registration statement or any amendments thereto or the initiation of any proceedings for that purpose or for any other purpose relating to the registration and/or offering of the Contracts and of any other action or circumstance that may prevent the lawful sale of any Contract in any jurisdiction.

1.3 During the term of this Agreement, the Company shall advise the Broker-Dealer of any amendment to any registration statement and/or any amendment, sticker or supplement to any prospectus.

ARTICLE II -- AGREEMENTS OF BROKER-DEALER

2.1 Registration and Licenses. The Broker-Dealer represents that it is a registered Broker-Dealer with the SEC and a member in good standing of the NASD. The Broker-Dealer represents that it is or will become registered, licensed and appointed to sell the Contracts, as required under the securities and insurance laws of those jurisdictions where its registered representatives will solicit, offer and sell the Contracts. The Broker-Dealer represents that each registered representative who solicits, offers and sells the Contracts will be a duly registered representative of the Broker-Dealer. The Broker-Dealer represents that each registered representative will hold all registrations and licenses required by the NASD and any applicable jurisdiction to sell the Contracts.

2.2 Sales Practices and Supervision. The Broker-Dealer agrees to lawfully solicit, offer and sell the Contracts and further agrees to the following:

(a) The Broker-Dealer shall only use advertising material and sales literature, including prospectuses that have been approved by the Company and, if required, filed with the NASD and any applicable jurisdiction. The Broker-Dealer agrees to discard immediately any out-dated sales and advertising material and prospectuses or any materials the Company notifies the Broker-Dealer to discontinue using.

(b) The Broker-Dealer shall establish and implement compliance and supervisory procedures for the supervision of the sales practices and conduct of its registered representatives. The Broker-Dealer shall submit to the Company, as reasonably requested, periodic reports concerning compliance by the Broker-Dealer and its registered representatives with its procedures and applicable laws and regulations, as they may pertain to the Company’s Contracts. The Broker-Dealer agrees to permit the Company to periodically audit its records with respect to compliance upon reasonable notice.

(c) The Broker-Dealer agrees that its registered representatives will not make recommendations to a customer to invest in a Contract in the absence of reasonable grounds to believe that the Contract is suitable for the customer. Determination of suitability shall be the sole responsibility of the Broker-Dealer.

(d) The Broker-Dealer agrees that neither it nor any of its affiliates will engage in any systematic program to encourage the replacement of any of the Company’s Contracts (or those of the Company’s affiliates) with the products of any other entity.

(e) The Broker-Dealer and its employees, agents or registered representatives shall not, directly or indirectly, rebate or offer to rebate all or part of its compensation on a Contract issued or distributed, or to be issued or distributed, by the Company, nor offer anything of value to a customer not specified in the Contract as an inducement to the customer to buy or retain a Contract issued or distributed by the Company.

(f) As required by the SEC, the Broker-Dealer agrees that it will ensure that registered representatives who solicit participants to purchase an IRC Section 403(b) tax deferred annuity specifically bring to the attention of the potential participants the redemption restriction imposed by IRC Section 403(b)(11).

(g) The Broker-Dealer agrees to offer any Contracts in compliance with the interagency statement on Retail Sales of Non-Deposit Investment Products issued by federal banking regulators on February 15, 1994 (“Interagency Statement”) and any amendments thereto and official interpretation thereof.

(h) The Broker-Dealer agrees that, without the prior written authorization of the Company, the Broker-Dealer shall not have any authority on behalf of the Company, directly or indirectly, to:

(i) alter, in any manner, any Contract or any form relating thereto;

(ii) alter, in any manner, any advertising material or other written communications concerning the Contracts after they have been approved by the Company;

(iii) waive or modify any terms, conditions or limitations of the Contracts, forms, underwriting rules or interest rates, or grant permits, special rates or make endorsements;

(iv) incur any indebtedness or liability on behalf of the Company or any of its affiliates, or expend or contract for the expenditure of funds of the Company or any of its affiliates;

(v) adjust or settle any claim against the Company or any of its affiliates or commit the Company or any of its affiliates with respect thereto, or bind the Company or any of its affiliates in any way; or

(vi) make any oral or written representation about any Contract that is not contained in the Contract or any advertising material approved by the Company.

2.3 Handling of Customer Payments. All payments for Contracts collected by the Broker-Dealer shall be remitted promptly to the Company together with all applications, forms and other documentation required by the Company. Payments from customers shall be in

accordance with the procedures established by the Company from time to time. No payment is deemed received by the Company until actually received by the Company. The Broker-Dealer acknowledges that the Company retains the unconditional right to reject, in whole or part, any application for a Contract. Upon the Company’s acceptance of a Contract application submitted by the Broker-Dealer, the Company shall mail the appropriate documentation of the Contract to the Broker-Dealer, which shall make prompt delivery to the customer; provided, however, that the Company reserves the right to transmit such documentation directly to the customer.

2.4 Independent Contractor. The Broker-Dealer agrees it is and shall act as an independent contractor. Nothing in this Agreement shall make the Broker-Dealer, or any of its employees, agents or registered representatives, an employee of the Company. Neither the Broker-Dealer, nor its employees, agents, or registered representatives shall hold themselves out to be employees, agents or registered representatives of the Company in any dealings with the public. Neither the Broker-Dealer nor its employees, agents or registered representatives has any authority to bind the Company.

2.5 Authority. The Broker-Dealer warrants and represents that it has the authority to act on behalf of any and all affiliates, and is hereby exercising such authority on behalf of such affiliates with respect to the obligations set forth in this Agreement as well as the transfer of customer payments and forms, and the acceptance of any compensation paid under this Agreement.

2.6 Training. The Broker-Dealer shall be responsible for training its registered representatives with regard to the Contracts and the Company procedures before such representatives are permitted to sell any Contract. The Company will, at the request of the Broker-Dealer, provide such training to the registered representatives of the Broker-Dealer at the Broker-Dealer's expense.

2.7 Use of Sales and Training Materials. The Broker-Dealer agrees that any material that it develops or intends to use for sales, advertising, training, explanatory or other purposes in connection with the Contracts will not be used without the prior written consent of the Company.

2.8 Compliance with Laws and Regulations. The solicitation, offer and sale of the Contracts by the Broker-Dealer and its registered representatives shall be undertaken only in accordance with applicable laws and regulations. No registered representative of the Broker-Dealer shall solicit, offer or sell the Contracts until duly registered, licensed, or appointed, as required by the NASD and any applicable jurisdiction. The Broker-Dealer understands and acknowledges that neither the Broker-Dealer nor its registered representatives are authorized by the Company to give any information or make any representation in connection with the solicitation, offer or sale of the Contracts other than as contained in the prospectus or sales or advertising material supplied by the Company or otherwise authorized in writing by the Company.

2.9 Maintaining Records. The Broker-Dealer shall have the responsibility for maintaining the records of those registered representatives of the Broker-Dealer registered, licensed and appointed and otherwise qualified to sell the Contracts as required by applicable laws and regulations. The books, accounts and records maintained by the Broker-Dealer that relate to the sale of the Contracts, shall be maintained so as to clearly and accurately disclose the nature and details of all transactions related to the Contracts.

2.10 Proprietary Information. All materials developed by the Company or provided to the Company by the Broker-Dealer, including customer files, sales aids, computer software, customer names, addresses, telephone numbers and related paperwork, literature, authorizations, manuals and supplies of every kind and nature, relating to the Contracts are and shall remain the property of the Company. Any and all such materials (including without limitation, all copies made by the Broker-Dealer and all materials developed by the Broker-Dealer in support of the marketing, sales, advertising or training related to the Contracts) shall be returned to the Company upon termination of this Agreement. The Broker-Dealer shall keep confidential all such materials and the information contained therein, and shall disclose such materials or information only if authorized in writing by the Company or expressly required by the laws or regulations of any applicable jurisdiction or the NASD.

2.11 Marketing Changes. The Broker-Dealer shall notify the Company of any material change or intention to materially change its marketing operations. Such notice shall be given in the manner specified in Section 6.9 of this Agreement. All of the Broker-Dealer’s marketing plans and methods for offering Contracts are subject to review by the Company at its sole discretion.

2.12 Customer Information. Broker-Dealer agrees that it will not use or disclose nonpublic personal information about any Company customer or consumer (“Customer Information”) except as permitted by law, including, without limitation, Regulation S-P of the Securities and Exchange Commission, and Title V of the Xxxxx-Xxxxx-Xxxxxx Act. Broker-Dealer agrees to use Company’s Customer Information solely for the purposes for which it was disclosed or as otherwise specifically permitted or required by law, and to have in place procedures to ensure the security and privacy of all Customer Information. Except as permitted by this paragraph, Broker-Dealer may not use or disclose Company’s Customer Information to any person without prior written permission of Company.

2.13 Customer Identification Program.

(a) Dealer and Broker-Dealer agree that they (i) are subject to a rule implementing Section 352 of the Patriot Act, 31 U.S.C. §5318(h), requiring them to adopt anti-money laundering programs (“AML Programs”) and (ii) have implemented AML Programs reasonably calculated to comply with the rule and the Patriot Act.

(b) Broker-Dealer agrees that it has adopted and implemented a customer identification program (the “Broker-Dealer CIP Program”) meeting the requirements of Section 326 of the Patriot Act, 31 U.S.C. § 5318(1) and any rules, regulations and orders promulgated thereunder, as they may be amended from time to time (“CIP Rule”)

(c) Broker-Dealer agrees that Dealer may rely on the Broker-Dealer CIP Program to satisfy the requirements of the CIP Rule in connection with any Contract solicited or sold by Broker-Dealer pursuant to this Agreement.

(d) Broker-Dealer agrees to certify annually by the end of each calendar year that: (i) Broker-Dealer has implemented and will continue to implement an AML Program and a Broker-Dealer CIP Program; and (ii) Broker-Dealer will perform the specific requirements of the CIP Ruler for Dealer in connection with any Contract solicited or sold by Broker-Dealer pursuant to this Agreement.

ARTICLE III -- COMPENSATION

3.1 Payment Schedule. The Company agrees to pay compensation to the Broker-Dealer for the sale of each Contract lawfully sold by a registered representative of the Broker-Dealer; provided, however, that the Company shall not be obligated to pay any compensation to the Broker-Dealer with respect to the sale of Contracts exempted under Section 3(a)(12) of the Securities Exchange Act of 1934 if compensation with respect to sales of such Contracts made by registered representatives of the Broker-Dealer is paid directly to such registered representatives. In order to comply with the laws of any applicable jurisdiction, such compensation may be paid to a designee and/or a nominee, if provided in Exhibit 3.1 attached hereto and made part of this Agreement. The amount of compensation shall be in accordance with the Schedules attached hereto. Notwithstanding the foregoing, no compensation shall be payable for any transaction not in compliance with all applicable laws, rules and regulations at the time of the solicitation, offer and sale of a Contract and thereafter. Notwithstanding any provision in the Schedules concerning chargebacks, if any Contract is rescinded or otherwise not consummated, no compensation shall be paid, and no compensation shall be paid with respect to any premium or other payments returned by the Company to a customer for any reason. Payment of compensation as described in the attached Schedules is due only when an application for a Contract, and any premium or other payment with respect thereto, has been tendered to and accepted by the Company. The Broker-Dealer shall be solely responsible for the payment of any compensation of any kind to its registered representatives.

3.2 Debts of Broker-Dealer -- Deductions by the Company. The Company reserves the right to deduct from any compensation due the Broker-Dealer any amount the Company determines is owed by the Broker-Dealer to the Company or its affiliates. This right shall apply, but is not limited to, the following: (i) advances to the Broker-Dealer; (ii) compensation paid to the Broker-Dealer with respect to payments by a customer received by the Company and later returned or credited to such customer for any reason; and (iii) any overpayment of compensation to the Broker-Dealer. Any amounts due the Company shall be a debt of the Broker-Dealer and will accrue interest at eight percent (8%) per

annum from the time incurred until paid by the Broker-Dealer or deducted by the Company from amounts owing to the Broker-Dealer. The Company shall have all rights of a creditor to collect amounts owed it by the Broker-Dealer.

3.3 Payment Upon Termination. Upon the termination of this Agreement, the Broker-Dealer will be not be entitled to any further compensation on business placed with the Company prior to the termination date of this Agreement unless, and only to the extent, such compensation is provided for in the applicable Schedule attached hereto (and further provided the Broker-Dealer pays for all renewal or new appointment fees required in order to pay such compensation). Notwithstanding the foregoing sentence, (i) compensation will not be paid after the termination date of this Agreement if such payment or receipt of such payment would violate any laws, rules or regulations of any applicable jurisdiction or the NASD. Service fees, including, without limitation, trailer compensation and asset-based compensation, if payable by the Company in accordance with the Schedules attached hereto, are non-vested and transferable by the Company in its sole discretion and will not be paid to the Broker-Dealer following termination of this Agreement.

ARTICLE IV -- COMPLAINTS AND INVESTIGATIONS

4.1 Cooperation. The Company and the Broker-Dealer agree to cooperate fully in any investigation of the Broker-Dealer or proceeding with respect to the Broker-Dealer, to the extent that such investigation or proceeding concerns any matters related to the subjects of this Agreement. Without limiting the foregoing:

(i) The Company shall promptly notify the Broker-Dealer of receipt of any customer complaint or notice of any inquiry, investigation or proceeding concerning any matter related to the subjects of this Agreement; and

(ii) The Broker-Dealer shall promptly notify the Company of receipt of any customer complaint or notice of any inquiry, investigation or proceeding concerning any matter related to the subjects of this Agreement. The Broker-Dealer shall promptly notify the Company of any NASD, federal or state inquiry, investigation or proceeding, or litigation or arbitration that has been initiated against the Broker-Dealer.

4.2 Settlement by the Company. The Company reserves the right to settle any claim or complaint made by a customer concerning any conduct, act or omission by the Broker-Dealer or its registered representatives. The Broker-Dealer shall reimburse the Company for the amount of any such settlement. Any such reimbursement to be made by the Broker-Dealer shall be a debt of the Broker-Dealer as described in Section 3.2.

ARTICLE V -- INDEMNIFICATION.

5.1 By the Company. The Company agrees to hold harmless and indemnify the Broker-Dealer and its affiliates against any and all claims, damages, losses, liabilities and expenses (including reasonable attorney’s fees and related expenses) arising from (i) any

acts or omissions of the Company relating to the subjects of this Agreement, or (ii) any breach or violation of this Agreement.

5.2 By the Broker-Dealer. The Broker-Dealer and its affiliates agree to hold harmless and indemnify the Company, and its affiliates, agents, officers, directors and employees, against any and all claims, damages, losses, liabilities and expenses (including reasonable attorney’s fees and related expenses) arising from (i) any acts or omissions of the Broker-Dealer, its employees, registered representatives or other associated persons (including, without limitation, any Designee or Nominee identified in any Addendum to this Agreement) relating to this Agreement; or (ii) any breach or violation of this Agreement.

5.3 Notice of Action. After receipt by an indemnified party of notice of the commencement of any action with respect to which a claim will be made against an indemnifying party, such indemnified party shall notify the indemnifying party promptly in writing of the commencement of the action. The failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may otherwise have to any indemnified party except and to the extent the indemnifying party is prejudiced thereby. In any such action where the indemnified party has given the notice described in this Section 5, the indemnifying party shall be entitled to participate in and, at its option, jointly with any other indemnifying party similarly notified, to assume defense of the action. After notice to such indemnified party that the indemnifying party has elected to assume defense of the action, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation.

ARTICLE VI -- MISCELLANEOUS

6.1 Assignability

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by either party without the written consent of the other party; provided, however, that the Company may assign this Agreement to an affiliate of the Company without the consent of the Broker-Dealer.

6.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States, the State of Connecticut (without regard to its choice of law provisions), and rules of the NASD, as applicable.

6.3 Revocation of Prior Agreements

This Agreement (including the exhibits and schedules attached hereto) constitutes the entire agreement between the Company and the Broker-Dealer with respect to the matters set forth herein. This Agreement supersedes all previous contracts, agreements or arrangements made between the parties with respect to the matters set forth herein.

6.4 Severability

The provisions of this Agreement are severable, and if any provision of this Agreement is found to be invalid, such provision shall not affect any other provision of this Agreement that can be given effect without the invalid provision.

6.5 Amendments

(a) The Company may amend this Agreement or the Schedules hereto (including adding additional Schedules) at any time without approval of the Broker-Dealer. Subject to Section 6.7(a)(vi), an amendment to this Agreement shall become effective thirty (30) days from the date notice is given the Broker-Dealer; provided, however, amendments to the Schedules shall be effective from the date notice is given to the Broker-Dealer that a new or amended Schedule has been issued by the Company.

(b) No amendment to this Agreement requested by the Broker-Dealer shall be effective unless it is agreed to in writing by the Company.

6.6 Waiver

Failure of either party to require performance of any provision of this Agreement shall not constitute a waiver of that party’s right to enforce such provision at a later time. Waiver of any breach of any provision shall not constitute a waiver of any preceding or subsequent breach.

6.7 Termination

(a) This Agreement shall terminate:

(i) Immediately, if the Broker-Dealer is dissolved, liquidated or otherwise ceases business operations;

(ii) Upon notice by the Company to the Broker-Dealer, if the Broker-Dealer fails, in the Company’s reasonable judgment, to comply with any of its material obligations under this Agreement;

(iii) Upon notice by the Broker-Dealer to the Company, if the Company fails, in the Broker-Dealer’s reasonable judgment, to comply with any of its material obligations under this Agreement;

(iv) Immediately if any state or jurisdiction revokes, suspends or otherwise terminates the insurance license or appointment to represent the Company of the Broker-Dealer or, where applicable, the Broker-Dealer’s Designee and/or Nominee, unless the Broker-Dealer immediately substitutes a Designee and/or Nominee satisfactory to the Company, in its sole discretion;

(v) Immediately, if the Broker-Dealer’s SEC, state or NASD registration or membership is suspended, terminated or otherwise restricted so as to render the Broker-Dealer, in the Company’s opinion, unable to perform its obligations pursuant to this Agreement; or

(vi) Immediately upon such notification, if the Broker-Dealer notifies the Company within 15 days of receiving notice of an Amendment in accordance with Section 6.5(a), unless the Company immediately thereupon notifies Broker-Dealer of its revocation of such Amendment.

(b) Notwithstanding the provisions of Section 6.7(a), each of the Company and the Broker-Dealer have the right to terminate this Agreement for any reason upon sixty (60) days written notice to the other party.

(c) Upon termination of this Agreement, all authorizations, rights and obligations shall cease; provided, however that the provisions of Sections 3.2 and 3.3 and Articles IV and V shall survive termination.

6.8 Arbitration

All claims and controversies related to or stemming from this Agreement, except actions for equitable relief pending an arbitration award, shall be submitted to binding arbitration in Hartford, Connecticut in accordance with the Code of Arbitration procedure of the NASD, if the NASD accepts jurisdiction, and, if not, by a panel of three neutral arbitrators under the Commercial Arbitration Rules of the American Arbitration Association. Judgement upon an award of the arbitrators may be entered and enforced in any court having jurisdiction. The parties to such dispute will equally share the fees and expenses of the arbitrators. The parties agree that the prevailing party in any such arbitration, as determined by the arbitrator(s), shall be entitled to reasonable attorney's fees.

6.9 Notice

Any notice required by the terms of this Agreement, shall be valid if in writing and hand delivered, or sent by United States Mail postage prepaid, overnight delivery service or facsimile transmission with confirmation by United States Mail to the other party at the address provided below such party’s signature hereto.

6.10 Force Majeure

No party to this Agreement shall be responsible to the other for delays or errors in its performance or other breach under this Agreement occurring solely by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, fire, major mechanical breakdown, labor disputes, flood or catastrophe, acts of God, insurrection, war, riots, delays of supplier, or failure of transportation, communication or power supply.

6.11 Headings

The headings in this Agreement are for reference purposes only and shall not be deemed part of this Agreement or affect its meaning or interpretation.

6.12 Counterparts

This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one agreement, and any party hereto may execute this Agreement by signing any such counterpart.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

ING LIFE INSURANCE AND ANNUITY COMPANY

By:				Date:
Name:	Xxx Xxxxxxx
Title:	VP
Address:		000 Xxxxxxxxxx Xxxxxx
		Xxxxxxxx, XX 00000

ING FINANCIAL ADVISERS, LLC

By:				Date:
Name:	Xxxxx X. Xxxxxx
Title:	VP
Address:		000 Xxxxxxxxxx Xxxxxx
		Xxxxxxxx, XX 00000

By:				Date:
Name:
Title:
Address:

Designation of Nominee

STATE NOMINEE

SCHEDULE 1