Ex. 99-B.8.41 Amendment to Participation Agreement Among ING Partners, Inc. ING Life Insurance and Annuity Company ING Financial Advisers, LLC and ING Insurance Company of America

Ex. 99-B.8.41

Amendment to Participation Agreement

Among

ING Partners, Inc.

ING Life Insurance and Annuity Company

ING Financial Advisers, LLC

and

ING Insurance Company of America

This Amendment is dated as of 29^th day of April, 2005 by and between ING Partners, Inc. (the "Fund"), ING Life Insurance and Annuity Company (the "Adviser"), ING Financial Advisers, LLC (the "Distributor") and ING Insurance Company of America (the "Company") (collectively, the "Parties").

WHEREAS, the Parties entered into a Participation Agreement on December 5, 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:	/s/ Xxxxxx X. Naka		By:	/s/ Xxxxxx X. Xxxxxxxxxxx
	Xxxxxx X. Naka			Xxxxxx X. Xxxxxxxxxxx
	Senior Vice President			Vice President

ING Financial Advisers, LLC			ING Insurance Company of America
By:	/s/ Terran X. Xxxxx		By:	/s/ Xxxxxx X. Xxxxxxxxxxx
	Terran X. Xxxxx			Xxxxxx X. Xxxxxxxxxxx
	Vice President, Advisory Services			Vice President

SCHEDULE B

ING Partners, Inc.

Designated Portfolios

ING American Century Large Company Value Portfolio - Initial, Adviser and Service Class

ING American Century Select 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® VIP Contrafund® Portfolio - Initial, Adviser and Service Class

ING Fidelity® VIP Equity-Income Portfolio - Initial, Adviser and Service Class

ING Fidelity® VIP Growth Portfolio - Initial, Adviser and Service Class

ING Fidelity® VIP Mid Cap Portfolio - Initial, Adviser and Service Class

ING Fundamental Research Portfolio - Initial, Adviser and Service Class

ING Xxxxxxx Xxxxx® Capital Growth Portfolio* - Initial, Adviser and Service Class

ING Xxxxxxx Sachs® 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 OpCap Balanced Value 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 PIMCO Total Return Portfolio - Initial, Adviser and Service Class

ING Salomon Brothers Aggressive Growth Portfolio - Initial, Adviser and Service Class

ING Salomon Brothers Fundamental Value Portfolio - Initial, Adviser and Service Class

ING Salomon Brothers Large Cap Growth 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 X. Xxxx Price Diversified Mid Cap Growth Portfolio - Initial, Adviser and Service Class

ING X. Xxxx Price Growth Equity 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 Xxx Xxxxxx Equity and Income Portfolio - Initial, Adviser and Service Class

______________
*Xxxxxxx Xxxxx® is a registered service xxxx of Xxxxxxx, Xxxxx & Co., and it is used by agreement with Xxxxxxx, Sachs & Co.

** Fidelity® and Contrafund® are registered trademarks of FMR Corp.