SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT


Exhibit 24(b)(8.4)
SELLING AND SERVICES AGREEMENT
AND
FUND PARTICIPATION AGREEMENT


	THIS AGREEMENT, made and entered into as of this 27^thday of June, 2008 by and
among ING Life Insurance and Annuity Company ("ING Life"), ING Financial Advisers, LLC
("ING Financial") (collectively, "ING"), American Beacon Advisors, Inc. (“Advisor”), acting as
investment manager for the registered open-end management investment companies, listed in
Exhibit III (each a "Fund" or collectively the "Funds"), and Foreside Fund Services, LLC, a
Delaware limited liability company (“Distributor”), acting as the principal underwriter of Fund
shares.

	WHEREAS, Advisor is a registered investment advisor under the Investment Advisers Act
of 1940, as amended, and acts as investment manager for the Funds; and

	WHEREAS, Distributor is a registered broker-dealer under the federal Securities and
Exchange Act of 1934, as amended, a member of the National Securities Clearing Corporation
(“NSCC”) and acts as principal underwriter for the Funds; and

	WHEREAS, ING Life is an insurance company that issues annuity contracts to, and/or
provides various recordkeeping and other administrative services to, certain plans under Sections
401, 403(b), 457 or 408 of the Internal Revenue Code of 1986, as amended ("Code"), certain
nonqualified deferred compensation arrangements, and custodial accounts under Section
403(b)(7) or 408 of the Code (collectively, "Plans"); and

	WHEREAS, such Plans may invest in the Funds directly, or alternatively, certain of such
Plans may invest in the Funds indirectly through annuity contracts and funding agreements
issued by ING Life (the "Contracts"); and

	WHEREAS, ING Life has established separate accounts: Variable Annuity Accounts B, C,
F, I and Separate Account D and may establish such other accounts as may be set forth in
Schedule A attached hereto (the "Separate Accounts") to serve as an investment vehicle for the
Contracts; and

	WHEREAS, ING Life will provide various administrative and shareholder services in
connection with the investment by the Plans in the Funds or in the Contracts; and

	WHEREAS, ING Financial will distribute to Plans shares of the Funds or units of the
Separate Accounts that may in turn invest in the Funds;

	NOW, THEREFORE, it is agreed as follows:

1.	Investment of Plan Assets.


	(a) With respect to Plans that invest in the Funds directly, ING Financial represents
that it is authorized under the Plans to implement the investment of Plan assets in the name of an
appropriately designated nominee of each Plan ("Nominee") in shares of investment companies
or other investment vehicles specified by a sponsor, an investment adviser, an administrative
committee, or other fiduciary as designated by a Plan ("Plan Representative") upon the direction
of a Plan participant or beneficiary ("Participant"). The parties acknowledge and agree that
selections of particular investment companies or other investment vehicles are made by Plan
Representatives or Participants, who may change their respective selections from time to time in
accordance with the terms of the Plan.

	(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 Connecticut
Insurance law and that it has registered or will register each of the Separate Accounts (except for
such Accounts for which no such 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. Each Contract provides for the allocation of net amounts received by ING Life to a
Separate Account for investment in the shares of one or more specified open-end management
investment companies available through that Separate Account as underlying investment media.
Selection of a particular investment management company and changes therein from time to time
are made by the Contract owner or Participant, as applicable under a particular Contract.

2.	Omnibus Account.

	The parties agree that, with respect to each Fund, a single omnibus account held in the
name of the Nominee shall be maintained by the Fund for those Plan assets directed for
investment directly in the Fund, and a single omnibus account held in the name of ING Life shall
be maintained by the Fund for those Plan assets directed for investment in the Fund through the
Contracts (collectively, the "Accounts.") ING Life as issuer of the Contracts or as service agent
for the Plans, shall facilitate purchase and sale transactions with respect to the Accounts in
accordance with the Agreement.

3.	Services to be Performed by ING.

	ING may be responsible for performing shareholder account servicing functions, which
shall include without limitation:

	(a)	making the funds available under the Contracts or other arrangements offered by
		ING;

	(b)	assisting in processing Contract owner, Plan, Plan Representative, or Participant
		purchase and redemption requests;

	(c)	answering Contract owner, Plan, Plan Representative, or Participant inquiries
		regarding account status and history;




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(d)	assisting Contract owners, Plans, Plan Representatives, or Participants in
	designating and changing dividend options, account designations and addresses;

(e)	adopting and maintaining appropriate security measures for identifying Contract
	owners, Plans, Plan Representatives, or Participants;

(f)	providing periodic statements showing a Contract owner's, Plan's, Plan
	Representative's, or Participant's account balances and, to the extent practicable,
	integration of such information with other customer transactions otherwise
	effected with or through the ING;

(g)	furnishing (either separately or on an integrated basis with other reports sent to a
	Contract owner, Plan, Plan Representative, or Participant by ING) statements and
	confirmations of all purchases and redemption requests as may be required by
	agreement between ING and the Contract owners, Plans, Plan Representatives, or
	Participants;

(h)	processing Contract owner, Plan, Plan Representative, or Participant purchase
	and redemption requests for Shares and placing purchase and redemption
	instructions with the Funds’ transfer agent, including any designee thereof,
	(“Transfer Agent”) in the manner described in Section 6 hereof;

(i)	providing subaccounting services and maintaining accurate subaccounting records
	regarding Shares beneficially owned by Contract owners, Plans, Plan
	Representatives, or Participants;

(j)	maintaining and updating Contract owner, Plan, Plan Representative, or
	Participant records to reflect dividend payments;

(k)	transmitting proxy statements, annual and semi-annual reports, the Funds’ then
	current prospectuses (in each case, the “Prospectus”) and other communications
	from the Funds to Contract owners, Plans, Plan Representatives, or Participants
	as may be required by law and by agreement between ING and the Contract
	owners, Plans, Plan Representatives, or Participants; and

(l)	providing such other related services upon which the Advisor and ING may
	mutually agree.

ING shall provide all personnel, facilities and equipment reasonably necessary in order for it to
perform the functions described in this paragraph with respect to Contract owners, Plans, Plan
Representatives, or Participants. ING shall exercise reasonable care in performing all such
services.




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4.	Pricing Information, Orders, Settlement.

	(a) Distributor will make shares available to be purchased by the Nominee or by ING Life,
as applicable, on behalf of the Accounts, at the net asset value applicable to each order; provided,
however, that the Plans or the Separate Accounts meet the criteria for purchasing shares of the
Funds at net asset value as described in the Funds’ prospectuses. Fund shares shall be purchased
and redeemed on a net basis for such Plans or such Separate Accounts in such quantity and at
such time determined by ING or the Nominee to correspond with investment instructions
received by ING from Contract owners, Plan Representatives or Participants, provided, however,
that the Board of Trustees of the Fund (hereinafter the "Trustees") may upon reasonable notice to
ING, refuse to sell shares of any Funds to any person, or suspend, or terminate the offering of
any shares of Funds if such action is required by law or by regulatory authorities having
jurisdiction or is, in the sole discretion of the Trustees, acting in good faith and in the best
interests of the shareholders of the Fund shares and is acting in compliance with their fiduciary
obligations under federal and/or any applicable state laws.

	(b) Advisor agrees to furnish or cause to be furnished to ING Financial for each Fund: (i)
confirmed net asset value information as of the close of trading (normally 4:00 p.m., East Coast
time) on the New York Stock Exchange ("Close of Trading") on each business day that the New
York Stock Exchange is open for business or any day on which the Fund calculates its net asset
value pursuant to the rules of the Securities and Exchange Commission and the Fund’s
prospectus ("Business Day") in a format that includes the Fund’s name and the change from the
last calculated net asset value, (ii) dividend and capital gains information as it arises, and (iii) in
the case of a fixed income fund, the daily accrual or the distribution rate factor. Advisor shall
provide or cause to be provided to ING Financial such information by 7:00 p.m., East Coast
time. If Advisor is unable to provide ING such information by 7:00 p.m., East Coast time,
Advisor will communicate by phone and/or e-mail with ING, as soon as reasonably practicable
upon learning of such inability, regarding the estimated time such data will be available and
transmitted. In such event, Advisor will continue to communicate by phone and/or e-mail with
ING until it has verified that the data is received by ING. So long as Advisor communicates and
follows these procedures in good faith, the indemnification provisions in 4(i) regarding late
reporting or timely data will not be triggered.

	(c) ING Financial, as agent for the Funds solely for the purposes expressed herein shall
receive from Contract owners, Plan Representatives or Participants for acceptance as of the
Close of Trading on each Business Day orders for the purchase of shares of the Funds, exchange
orders, and redemption requests and redemption directions with respect to shares of the Funds
held by the Nominee or by ING Life on behalf of its Separate Accounts ("Instructions"). In
addition, ING Financial shall (i) transmit to the Funds’ Transfer Agent such Instructions no later
than 9:00 a.m., East Coast time on the next following Business Day, and (ii) upon acceptance of
any such Instructions, communicate such acceptance to the Contract owners, Plan
Representatives or Plan Participants, as appropriate ("Confirmation"). The Business Day on
which such Instructions are received in proper form by ING Financial and time stamped by the
Close of Trading will be the date as of which Fund shares shall be deemed purchased,
exchanged, or redeemed as a result of such Instructions (“Trade Date”). Instructions received in
proper form by ING Financial and time stamped after the Close of Trading on any given



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Business Day shall be treated as if received on the next following Business Day. ING Financial

agrees that all Instructions received by ING Financial, which will be transmitted to the Funds’

Transfer Agent for processing as of a particular Business Day, will have been received and time

stamped prior to the Close of Trading on that previous Business Day.

(d) ING Financial will wire payment, or arrange for payment to be wired, for such

purchase orders, in immediately available funds, to a Fund custodial account or accounts

designated by the Funds’ Transfer Agent, as soon as possible, but in any event no later than 4:00

p.m., East Coast time on the same Business Day after the Trade Date.

(e) The Funds’ Transfer Agent will wire payment, or arrange for payment to be wired, for

redemption orders, in immediately available funds, to an account or accounts designated by ING

Financial, as soon as possible, but in any event no later than 4:00 p.m. East Coast time on the

next Business Day on which such purchase orders are made by ING in conformance with Section

4(c).

(f) In lieu of applicable provisions set forth in paragraphs 4(c) through 4(e) above, the

Funds' Transfer Agent and ING may agree to execute orders and wire payments for purchases

and redemptions through National Securities Clearing Corporation’s Fund/SERV System, in

which case such activities will be governed by the provisions set forth in Exhibit I to this

Agreement. In addition, ING and Advisor may also provide or cause to be provided pricing

information in accordance with Exhibit I.

(g) Upon Advisor’s request, ING shall provide copies of historical records relating to

transactions between the Funds and the Contract owners, Plan Representatives or Participants

investing in such Funds, written communications regarding the Funds to or from such persons,

and other materials, in each case, as may reasonably be requested to enable Advisor or any other

designated entity, including without limitation, auditors, investment advisers, or transfer agents

of the Funds to monitor and review the services being provided under this Agreement, or to

comply with any request of a governmental body or self-regulatory organization or a

shareholder. ING also agrees that ING will permit Advisor, the Funds Transfer Agent or the

Funds, or any duly designated representative to have reasonable access to ING’s personnel and

records in order to facilitate the monitoring of the quality of the services being provided under

this Agreement.

(h) ING Financial shall assume responsibility as herein described for any loss to Advisor,

the Funds’ Transfer Agent, Distributor or to a Fund caused by a cancellation or correction made

to an Instruction by a contract owner, Plan Representative or Participant subsequent to the date

as of which such Instruction has been received by ING Financial and originally relayed to the

Funds’ Transfer Agent, and ING Financial will immediately pay such loss to Advisor, the Funds’

Transfer Agent, Distributor or such Fund upon ING Financial’s receipt of written notification,

with supporting data.

(i) Advisor shall indemnify and hold ING harmless, from the effective date of this

Agreement, against any amount ING is required to pay to Contract owners, Plans, Plan

Representatives or Participants due to: (i) an incorrect calculation of a Fund’s daily net asset


value, dividend rate, or capital gains distribution rate or (ii) incorrect or late reporting of the daily
net asset value, dividend rate, or capital gain distribution rate of a Fund, upon written notification
by ING, with supporting data, to Advisor. In addition, Advisor shall be liable to ING for
systems and out of pocket costs incurred by ING in making a Contract owner’s, a Plan’s or a
Participant's account whole, if such costs or expenses are a result of the Fund's failure to provide
timely or correct net asset values, dividend and capital gains or financial information. If a
mistake is caused in supplying such information or confirmations, which results in a
reconciliation with incorrect information, the amount required to make a Contract owner’s or a
Plan’s or a Participant's account whole shall be borne by the party providing the incorrect
information, regardless of when the error is corrected.

	(j) Advisor and ING shall each notify the other of any errors or omissions in any
information, including a net asset value and distribution information set forth above, and
interruptions in or delay or unavailability of, the means of transmittal of any such information as
promptly as possible. ING Financial and Advisor agree to maintain reasonable errors and
omissions insurance coverage commensurate with each party’s respective responsibilities under
this Agreement.

5.	Servicing Fees.

	The provision of shareholder and administrative services to Contract owners or to the Plans
shall be the responsibility of ING Financial, ING Life or the Nominee and shall not be the
responsibility of Distributor or Advisor. The Nominee, or ING Life on behalf of its Separate
Accounts, will be recognized as the sole shareholder of Fund 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,
Advisor agrees to pay to ING Life a servicing fee as set forth in Exhibit III – Funds and Fees,
attached hereto. Advisor will make such payments to ING Life within thirty (30) days after the
end of each calendar quarter. Each payment will be accompanied by a statement showing the
calculation of the fee payable to ING Life for the quarter and such other supporting data as may
be reasonably requested by ING Life. If required by a Plan or by applicable law, ING Life may
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 Advisor to offset other fees payable by the Plan to ING Life.
ING Life acknowledges that Advisor is not a party to such allocation and ING Life represents to
Advisor that any allocation it undertakes will be done in accordance with applicable laws.”

6.	12b-1 Fees.

	To compensate ING Financial for its distribution of Fund Shares, Advisor shall make
quarterly payments to ING Financial as set forth in Exhibit III - Funds and Fees, attached hereto.
Advisor will make such payments to ING Financial within thirty (30) days after the end of each
calendar quarter. Each 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 may allocate to a Plan or to Participant accounts in a Plan all or a portion of such 12b-1



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fees, or to use 12b-1 fees it collects from Advisor to offset other fees payable by the Plan to ING
Financial. ING Financial acknowledges that Advisor is not a party to such allocation and ING
Financial represents to Advisor that any allocation it undertakes will be done in accordance with
applicable law.”

7.	Expenses.

	ING may provide information to the Funds designated mailing agent for distribution of
certain Fund related materials to Contract owners, Plans, Plan Representatives or Participant.
Alternatively, if ING acts as mailing agent for distribution of such materials, Advisor shall make
available for reimbursement certain out-of-pocket expenses ING Life incurs in connection with
providing shareholder services to Contract owners or the Plans. These expenses include printing
costs and actual postage paid by ING Life in connection with mailing updated prospectuses,
supplements, information statements, financial reports, and proxies to Contract owners, Plans,
Plan Representatives or Participants for which ING Life provides shareholder services
hereunder, so long as such costs and expenses do not exceed the amounts that Advisor would
have expended by sending all such materials through its shareholder mailing agent. Advisor will
reimburse ING's costs and expenses for the aforementioned mailings up to the amount it would
have expended. If ING's mailings are consolidated such that they include information not related
to the Funds, Advisor will only reimburse the proportional postage. Except as otherwise agreed
in writing, ING shall bear all other expenses incidental to the performance of the services
described herein. Advisor shall, however, provide ING, or at ING’s request, the Plan, with such
sufficient copies of relevant prospectuses for all Participants making an initial Fund purchase as
well as relevant prospectuses, prospectus supplements and periodic reports to shareholders, and
other material as shall be reasonably requested by ING to disseminate to Plan participants who
purchase shares of the Funds.

8.	Termination.

This Agreement shall terminate as to the maintenance of the Account:

	(a) At the option of either ING Life, ING Financial or Advisor upon one-hundred and
twenty (120) days’ advance written notice to the other parties;

	(b) At the option of ING Life or ING Financial, if shares of the Funds are not available
for any reason to meet the investment requirements of the Contracts or the Plans; provided,
however, that prompt advance notice of election to terminate shall be furnished by the
terminating entity;

	(c) At the option of either ING Financial, Advisor or Distributor, upon institution of
formal disciplinary or investigative proceedings against ING Financial, Advisor, Distributor or
the Funds by the Financial Industry Regulatory Authority (“FINRA”), SEC, or any other
securities regulatory body;




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	(d) At the option of Advisor or Distributor, if Advisor or Distributor shall reasonably
determine in good faith that shares of the Funds are not being offered in conformity with the
terms of this Agreement;

	(e) At the option of ING, upon termination of the management agreement between the
Fund and Advisor; written notice of such termination shall be promptly furnished to ING;

	(f) Upon the determination of ING Life to substitute for the Fund’s shares the shares of
another investment company in accordance with the terms of the applicable Contracts. ING Life
will give 60 days’ written notice to the Fund, Advisor and Distributor of any decision to replace
the Fund’s shares;

	(g) Upon assignment of this Agreement by any party, unless made with the written
consent of all other parties hereto; provided, however, that ING Financial and ING Life may
assign, without consent of Advisor or Distributor, their respective duties and responsibilities
under this Agreement to any of their affiliates (which shall mean any person or entity that
controls, is controlled by, or is under common control with ING Financial and ING Life,
respectively), and provided, further, that ING Financial or ING Life may enter into subcontracts
with other dealers for the solicitation of sales of shares of the Funds without the consent of
Advisor or Distributor, or

	(h) If the Fund’s shares are not registered, issued or sold in conformance with federal
law or such law precludes the use of Fund shares as an investment vehicle for the Contracts or
the Plans; provided, however, that prompt notice shall be given by any party should such
situation occur.

9.	Continuation of Agreement.

	Termination as the result of any cause listed in Section 8 hereof shall not affect the
Funds’ respective obligations to continue to maintain the Account as an investment option for
Contracts then in force for which its shares serve or may serve as the underlying medium, or for
Plans electing to invest in the Funds prior to the termination of this Agreement. For avoidance of
doubt, servicing fee will continue to be payable under the terms in section 5 (Servicing Fees)
after the termination, for as long as fund assets are held through the Contracts or through ING
Life’s arrangement with Plans.

10.	Advertising and Related Materials.

	(a) Advertising and sales literature with respect to the Funds prepared by ING Financial
or the Nominee or its agents for use in marketing shares of the Funds to Contract owners or Plans
(except any material that simply lists the Funds’ names) shall be submitted to Advisor for review
and such material shall not be used with the general public or any Contract owner, Plan, Plan
Representative, or Participant without prior approval from Advisor or Distributor. Advisor shall
use its reasonable best efforts to advise the submitting party in writing within five (5) calendar
days of receipt of such materials of its approval or disapproval of such materials; provided,




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however, that Advisor’s failure to do so shall not mean that Advisor has approved such material.
ING Financial shall approve and file such material with FINRA, as required.

	(b) Advisor will provide to ING at least one complete copy of all prospectuses,
statements of additional information, annual and semiannual reports and proxy statements, other
related documents, and all amendments or supplements to any of the above documents that relate
to the Funds promptly after the filing of such document with the SEC or other regulatory
authorities. Advisor will also provide to ING an electronic copy of all prospectuses, statements
of additional information, annual and semiannual reports, and all amendments or supplements
suitable for posting on ING's websites at Advisor’s discretion.

	(c) Advisor will provide via Excel spreadsheet in an electronic transmission to ING at
least quarterly the ten largest portfolio holdings necessary to update Fund profiles within fifteen
calendar days following the end of each quarter.

11.	Proxy Voting.

	ING or the Nominee will distribute to Contract owners, Plan Representatives or
Participants all proxy materials furnished by Advisor or its designees for the Funds. ING and the
Nominee shall not oppose or interfere with the solicitation of proxies for Fund shares held for
such beneficial owners.

12.	Indemnification.

	(a) ING agrees to indemnify and hold harmless the Funds, Advisor, Distributor and each
of their directors, officers, employees, agents and each person, if any, who controls the Funds or
their investment adviser within the meaning of the Securities Act of 1933 ("1933 Act") against
any losses, claims, damages or liabilities to which the Funds, Advisor, Distributor or any such
director, officer, employee, agent, or controlling person may become subject, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) (i) arise out of, or are based
upon, the provision of services by ING, the Nominee, their affiliates, or subcontracted dealers
under this Agreement, or (ii) result from its breach of a material provision of this Agreement.
ING will reimburse any legal or other expenses reasonably incurred by the Funds, Advisor or
Distributor or any such director, officer, employee, agent, or controlling person in connection
with investigating or defending any such loss, claim, damage, liability or action; provided,
however, that ING will not be liable for indemnification hereunder to the extent that any such
loss, claim, damage, liability or action arises out of or is based upon the gross negligence or
willful misconduct of the Funds, Advisor or Distributor or any such director, officer, employee,
agent or any controlling person herein defined in performing their obligations under this
Agreement.

	(b) Distributor agrees to indemnify and hold harmless each of ING Financial and ING
Life, the Nominee and each of their directors, officers, employees, agents and each person, if
any, who controls ING Financial and ING Life and the Nominee within the meaning of the 1933
Act against any losses, claims, damages or liabilities to which ING Financial or ING Life, the
Nominee, or any such director, officer, employee, agent or controlling person may become



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subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) result

from its breach of a material provision of this Agreement. Distributor will reimburse any legal

or other expenses reasonably incurred by ING Financial or ING Life, the Nominee, or any such

director, officer, employee, agent, or controlling person in connection with investigation or

defending any such loss, claim, damage, liability or action; provided, however, that will not be

liable for indemnification hereunder to the extent that any such loss, claim, damage or liability

arises out of, or is based upon, the gross negligence or willful misconduct of ING Financial or

ING Life, the Nominee or their respective directors, officers, employees, agents, or any

controlling person herein defined in the performance of their obligations under this Agreement.

the Nominee and each of their directors, officers, employees, agents and each person, if any, who

controls ING Financial and ING Life and the Nominee within the meaning of the1933 Act

against any losses, claims, damages or liabilities to which ING Financial or ING Life, the

Nominee, or any such director, officer, employee, agent or controlling person may become

subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i)

arise out of or are based upon any untrue statement of any material fact contained in the

registration statement, prospectus, or sales literature of the Funds or arise out of, or are based

upon, the omission or the alleged omission to state a material fact that is necessary to make the

statements therein not misleading or (ii) result from its breach of a material provision of this

Agreement. Advisor will reimburse any legal or other expenses reasonably incurred by ING

Financial or ING Life, the Nominee, or any such director, officer, employee, agent, or

controlling person in connection with investigation or defending any such loss, claim, damage,

liability or action; provided, however, that will not be liable for indemnification hereunder to the

extent that any such loss, claim, damage or liability arises out of, or is based upon, the gross

negligence or willful misconduct of ING Financial or ING Life, the Nominee or their respective

directors, officers, employees, agents, or any controlling person herein defined in the

performance of their obligations under this Agreement.

(d) Promptly after receipt by an indemnified party hereunder of notice of the

commencement of action, such indemnified party will, if a claim in respect thereof is to be made

against the indemnifying party hereunder, notify the indemnifying party of the commencement

thereof, but the omission so to notify the indemnifying party will not relieve it from any liability

that it may have to any indemnified party otherwise than under this Section 12. In case any such

action is brought against any indemnified party, and it notifies the indemnifying party of the

commencement thereof, the indemnifying party will be entitled to participate therein and, to the

extent that it may wish to, assume the defense thereof, with counsel satisfactory to such

indemnified party, and after notice from the indemnifying party to such indemnified party of its

election to assume the defense thereof, the indemnifying party will not be liable to such

indemnified party under this Section 12 for any legal or other expenses subsequently incurred by

such indemnified party in connection with the defense thereof other than reasonable costs of

investigation.

No party to this Agreement shall be liable to any other party for consequential, special or indirect

damages under any provision of this Agreement.

This section shall survive after termination of this agreement.


13.	Representations and Warranties.

	(a) Representations of ING Life. ING Life represents and warrants:

		(i)	that it (1) is a life insurance company organized under the laws of the State
of Connecticut, (2) is in good standing in that jurisdiction, (3) is in material compliance with all
applicable federal and state insurance laws, (4) is duly licensed and authorized to conduct
business in every jurisdiction where such license or authorization is required, and will maintain
such license or authorization in effect at all times during the term of this Agreement, and (5) has
full authority to enter into this Agreement and carry out its obligations pursuant to its terms; and

		(ii) that it is authorized under the Plans to (1) provide administrative services to
the Plans and (2) facilitate transactions in the Fund through the Account.

		(ii)	that to the extent ING Life enters into subcontracts with dealers for the
solicitation of sales of shares of the Funds, ING Life has determined that they are qualified and
capable of performing these services and has taken and will continue to take such measures as it
deems necessary to ensure that these dealers perform such services in accordance with this
Agreement. The appointment of such dealers does not relieve ING Life of its duties under the
Agreement.

	(b)	Representations of ING Financial. ING Financial represents and warrants:

		(i) that it (1) is a member in good standing of the FINRA, (2) is registered as a
broker-dealer with the SEC, and (3) will continue to remain in good standing and be so
registered during the term of this Agreement;

		(ii) that it (1) is a limited liability company duly organized under the laws of the
State of Delaware , (2) is in good standing in that jurisdiction, (3) is in material compliance with
all applicable federal, state and securities laws, (4) is duly registered and authorized to conduct
business in every jurisdiction where such registration or authorization is required, and will
maintain such registration or authorization in effect at all times during the term of this
Agreement, and (5) has full authority to enter into this Agreement and carry out its obligations
pursuant to the terms of this Agreement;

		(iii) that it is authorized under the Plans to make available investments of Plan
assets in the name of the Nominee of each Plan or in the name of ING Life in shares of
investment companies or other investment vehicles specified by Plan Representatives or
Participants;

		(iv) that it will not, without the written consent of Advisor, make representations
concerning shares of the Funds except those contained in the then- current prospectus and in the
current printed sales literature approved by either the Fund or Advisor; and




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(v) that to the extent ING Financial enters into subcontracts with dealers for the

solicitation of sales of shares of the Funds, ING Financial has determined that they are qualified

and capable of performing these services and has taken and will continue to take such measures

as it deems necessary to ensure that these dealers perform such services in accordance with this

Agreement. The appointment of such dealers does not relieve ING Financial of its duties under

the Agreement.

(i) that Distributor (1) is a member in good standing of FINRA, (2) is registered as

a broker-dealer with the SEC, and (3) will continue to remain in good standing and be so

registered during the term of this Agreement; and

(ii) that the Distributor (1) is a limited liability company duly organized under the

laws of the State of Delaware (2) is in good standing in that jurisdiction, (3) is in material

compliance with all applicable federal, state, and securities laws, (4) is duly registered and

authorized in every jurisdiction where such license or registration is required, and will maintain

such registration or authorization in effect at all items during the term of this Agreement, and (5)

has full authority to enter into this Agreement and carry out its obligations pursuant to the terms

of this Agreement.

(d) Representations of Advisor. Advisor represents and warrants on its behalf and on

behalf of the Funds:

(i) that the Funds (1) are duly organized as a business trust in the state of

Massachusetts, (2) are in good standing in such jurisdictions. (3) are in material compliance with

all applicable federal, state and securities laws, and (4) are duly licensed and authorized to

conduct business in every jurisdiction where such license or authorization is required;

(ii) that the shares of the Funds are registered under the 1933 Act, duly authorized

for issuance and sold in compliance with the laws of the States and all applicable federal, state,

and securities laws; that the Funds amend their registration statements under the 1933 Act and

the 1940 Act from time to time as required or in order to effect the continuous offering of its

shares; and that the Funds have registered and qualified its shares for sale in accordance with the

laws of each jurisdiction where it is required to do so;

(iii) that the Funds are currently qualified as regulated investment companies

under Subchapter M of the Internal Revenue Code of 1986, as amended, and will make every

effort to maintain such qualification, and that Advisor will notify ING Financial and ING Life

immediately upon having a reasonable basis for believing that any of the Funds have ceased to so

qualify or that any might not qualify in the future;

(iv) Advisor (1) is a registered investment advisor under the Investment Advisers

Act of 1940, as amended, and (2) will continue to be so registered during the term of this

Agreement; and


		(v) that Advisor (1) is a corporation duly organized under the laws of the State
of Delaware (2) is in good standing in that jurisdiction, (3) is in material compliance with all
applicable federal, state, and securities laws, (4) is duly registered and authorized in every
jurisdiction where such license or registration is required, and will maintain such registration or
authorization in effect at all times during the term of this Agreement, and (5) has full authority to
enter into this Agreement and carry out its obligations pursuant to the terms of this Agreement

14.	Governing Law and Arbitration.

	This Agreement and all the rights and obligations of the parties shall be governed by and
construed under the laws of the State of New York without giving effect to the principles of
conflicts of laws and the provisions shall be continuous. In the event of a dispute with respect to
this Agreement that the parties are unable to resolve themselves, such dispute will be settled by
arbitration before arbitrators sitting in the Borough of Manhattan, New York, New York, in
accordance with the then existing procedures of the American Arbitration Association, provided,
however, that in the event an aggrieved party reasonably believes that there is a possibility it will
suffer immediate and irreparable harm, such party may seek emergency and/or injunctive relief
in a court of competent jurisdiction. However, nothing in this paragraph should be construed to
constitute a waiver of the parties' rights and obligations to arbitrate regarding matters other than
those specifically addressed in this paragraph.

15.	Miscellaneous.

	(a) Amendment and Waiver. Neither this Agreement nor any provision hereof may be
amended, waived, discharged or terminated orally, but only by an instrument in writing signed
by all parties hereto.

	(b)	Anti-Money Laundering. Each of the parties to this Agreement will establish and
maintain programs, policies and procedures as required by applicable federal, state or local law
to detect and prevent money laundering. Each party shall cooperate with the others to the extent
required by law to facilitate implementation of each other's anti-money laundering (AML)
program, which may include annual AML compliance certifications, periodic AML due
diligence reviews and/or other requests deemed necessary to ensure compliance with the AML
regulations.

	(c)	Restrictions on "Excessive Trading." ING has adopted its own excessive trading
policy, a copy of which is attached as Exhibit II (“Market Timing Policy”). ING does not
monitor trading in fund shares on behalf of, or in accordance with disclosed policies of, any fund
groups; however, ING monitors individual Participant and Contract owner trading in accordance
with its Market Timing Policy. ING will use its best efforts, and shall reasonably cooperate with
the Advisor and the Funds, to enforce both its Market Timing Policy and stated policies in a
Fund’s currently effective Prospectus or Statement of Additional Information regarding
transactions in Fund shares, including those related to market timing and excessive trading. The
Funds, Advisor and the Funds’ Transfer Agent shall each have access to (i) Participant account
numbers, (ii) an investment professional identifier, and (iii) tax identification numbers on
transactions and the amounts and dates of those transactions transmitted by ING to advisor or the



13

Funds Transfer Agent. ING will execute any instructions from the Advisor or the Funds to

restrict or prohibit further purchases or exchanges of Fund shares by an individual participant or

Contract owner who has been identified by the Funds as having engaged in transactions in Fund

shares that violate market timing policies established by the Funds. Moreover, ING agrees that it

will use its best efforts to determine whether a Participant is itself a financial intermediary as that

term is defined in Rule 22c-2 of the 1940 Act, as amended (a “Financial Intermediary”). In

addition, ING will use its best efforts to furnish Advisor and the Funds with the above

information about other shareholders who hold an account with such Financial Intermediary.

ING, Advisor and the Funds shall use their best efforts, and shall reasonably cooperate with each

other to prevent future market timing and frequent trading.

(d) 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 Financial/ING:

ING Financial Advisers, LLC/ING Life Insurance and Annuity Company

000 Xxxxxxxxxx Xxxxxx, XX00

Xxxxxxxx, XX 00000

Attention: Xxxxxxx Xxxxxxxx (000) 000-0000

Worksite Investment Products

To Advisor:

American Beacon Advisors, Inc.

0000 Xxxx Xxxxxx Xxxx., XX 2450

Xxxx Xxxxx, XX 00000

Attn: President

To Distributor:

Foreside Fund Services, LLC

Xxx Xxxxxxxx Xxxxxx

Xxxxxxxx, XX 00000

Attn: Chief Compliance Officer

Any notice, demand or other communication given in a manner prescribed in this Subsection (b)

shall be deemed to have been delivered on receipt.

(e) Successors and Assigns. This Agreement shall be binding upon and inure to the

benefit of the parties hereto and their respective permitted successors and assigns.

(f) 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.

(g) Severability. In case any one or more of the provisions contained in this Agreement

should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability

of the remaining provisions contained herein shall not in any way be affected or impaired

thereby.

(h) Entire Agreement. This Agreement constitutes the entire agreement and

understanding between the parties hereto relating to the subject matter hereof, and supersedes all

prior agreement and understanding relating to such subject matter.

IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly

authorized officers as of the date first written above.

ING LIFE INSURANCE AND ANNUITY COMPANY

By /s/ Xxxxx X. Xxxxxx

Name Xxxxx X. Xxxxxx

Title VP

ING FINANCIAL ADVISERS, LLC

By /s/ Xxxxx X. Xxxxxx

Name Xxxxx X. Xxxxxx

Title COO/VP

AMERICAN BEACON ADVISORS, INC.

By /s/ Xxxxx X. Xxxxx

Name Xxxxx X. Xxxxx

Title VP Sales

FORESIDE FUND SERVICES, LLC

By /s/ Xxxxxxx X. Xxxxx

Name Xxxxxxx X. Xxxxx

Title Chief Compliance Officer

Foreside Fund Services, LLC

Schedule A

For any additional separate accounts

EXHIBIT I

SELLING AND SERVICES AGREEMENT

Procedures for Pricing and Order/Settlement Through National Securities Clearing Corporation’s

Mutual Fund Profile System and Mutual Fund Settlement, Entry and Registration Verification

System

1. As provided in Section 4(f) of the Selling and Services Agreement and Fund Participation

Agreement, Advisor, the Funds Transfer Agent or the Funds hereby agree to provide pricing

information, execute orders and wire payments for purchases and redemptions of Fund shares

through NSCC and its subsidiary systems as follows:

(a) Advisor, the Funds Transfer Agent or the Funds will furnish to ING Financial or its affiliate

through NSCC’s Mutual Fund Profile System ("MFPS") as well as via fax directly to ING at

000-000-0000 (1) the most current net asset value information for each Fund, (2) a schedule

of anticipated dividend and distribution payment dates for each Fund, which is subject to

change without prior notice, ordinary income and capital gain dividend rates on the Fund’s

ex-date, and (3) in the case of fixed income funds that declare daily dividends, the daily

accrual or the interest rate factor. Advisor shall provide or cause to be provided to ING

Financial such information by 7:00 p.m., East Coast time on each business day that the New

York Stock Exchange is open for business or any day on which the Fund calculates its net

asset value pursuant to the rules of the Securities and Exchange Commission and the Fund’s

prospectus ("Business Day"). If Advisor is unable to provide ING such information by 7:00

p.m., East Coast time, Advisor will communicate by phone and/or e-mail with ING, as soon

as reasonably practicable upon learning of such inability, regarding the estimated time such

data will be available and transmitted. In such event, Advisor will continue to communicate

by phone and/or e-mail with ING until it has verified that the data is received by ING. So

long as Advisor communicates and follows these procedures in good faith, the

indemnification provisions in 4(i) regarding late reporting or timely data will not be

triggered. Changes in pricing information will be communicated to both NSCC and ING

Financial or its affiliate.

(b) Upon receipt of Fund purchase, exchange and redemption instructions for acceptance as of

the time at which a Fund's net asset value is calculated as specified in such Fund's prospectus

("Close of Trading") on each Business Day ("Instructions"), and upon its determination that

there are good funds with respect to Instructions involving the purchase of Shares, ING

Financial or its affiliate will calculate the net purchase or redemption order for each Fund.

Orders for net purchases or net redemptions derived from Instructions received by ING

Financial or its affiliate prior to the Close of Trading on any given Business Day will be sent

to the Defined Contribution Interface of NSCC’s Mutual Fund Settlement, Entry and

Registration Verification System ("Fund/SERV") by 5:00 a.m. Eastern Time on the next

Business Day. Subject to ING Financial’s or its affiliate’s compliance with the foregoing,

ING Financial or its affiliate will be considered the agent of the Advisor, the Funds’ Transfer

Agent and the Funds, and the Business Day on which Instructions are received by ING

Financial or its affiliate in proper form prior to the Close of Trading will be the date as of

which shares of the Funds are deemed purchased, exchanged or redeemed pursuant to such


	Instructions. Instructions received in proper form by ING Financial or its affiliate after the
	Close of Trading on any given Business Day will be treated as if received on the next
	following Business Day. Dividends and capital gains distributions will be automatically
	reinvested at net asset value in accordance with the Fund's then current prospectuses.

(c) ING Financial or its affiliate will wire payment for net purchase orders by the Fund’s NSCC
	Firm Number, in immediately available funds, to an NSCC settling bank account designated
	by ING Financial or its affiliate no later than 5:00 p.m. Eastern time on the same Business
	Day such purchase orders are communicated to NSCC. For purchases of shares of daily
	dividend accrual funds, those shares will not begin to accrue dividends until the day the
	payment for those shares is received.

(d) NSCC will wire payment for net redemption orders by Fund, in immediately available funds,
	to an NSCC settling bank account designated by ING Financial or its affiliate, by 5:00 p.m.
	Eastern Time on the Business Day such redemption orders are communicated to NSCC,
	except as provided in a Fund's prospectus and statement of additional information.

(e) With respect to (c) or (d) above, if Advisor or the Funds’ Transfer Agent does not send a
	confirmation of ING Financial’s or its affiliate’s purchase or redemption order to NSCC by
	the applicable deadline to be included in that Business Day’s payment cycle, payment for
	such purchases or redemptions will be made the following Business Day.

(f) If on any day ING Financial or its affiliate or the Funds’ Transfer Agent is unable to meet the
	NSCC deadline for the transmission of purchase or redemption orders, it may at its option
	transmit such orders and make such payments for purchases and redemptions directly to the
	Funds’ Transfer Agent or to ING Financial or its affiliate, as applicable, as is otherwise
	provided in Section 4 of the Agreement.

(g) These procedures are subject to any additional terms in each Fund's prospectus and the
	requirements of applicable law. The Funds reserve the right, at their discretion and without
	notice, to suspend the sale of shares or withdraw the sale of shares of any Fund.

2.	ING Financial or its affiliate, the Funds’ Transfer Agent, clearing agents (if applicable),
and agents of the Fund are each required to have entered into membership agreements with
NSCC and met all requirements to participate in the MFPS and Fund/SERV systems before these
procedures may be utilized. Each party will be bound by the terms of their membership
agreement with NSCC and will perform any and all duties, functions, procedures and
responsibilities assigned to it and as otherwise established by NSCC applicable to the MFPS and
Fund/SERV system and the Networking Matrix Level utilized.

3.	Except as modified hereby, all other terms and conditions of the Agreement shall remain
in full force and effect. Unless otherwise indicated herein, the terms defined in the Agreement
shall have the same meaning as in this Exhibit.




18

EXHIBIT II


EXHIBIT III
FUNDS & FEES


Name of Fund	CUSIP	Fund Symbol

American Beacon Funds-Institutional Class
Balanced Fund	00000X000	AADBX
Large Cap Value Fund	00000X000	AADEX
Large Cap Growth Fund	00000X000	ALCGX
Mid-Cap Value Fund	00000X000	AACIX
*Small Cap Value Fund	00000X000	AVFIX
Small Cap Value Opportunity Fund	00000X000	ASOIX
International Equity Fund	00000X000	AAIEX
Emerging Markets Fund	00000X000	AEMFX
S&P 500 Index Fund	00000X000	AASPX
Small Cap Index Fund	00000X000	ASCIX
International Equity Index Fund	00000X000	AIIIX
High Yield Bond Fund	00000X000	AYBFX
Intermediate Bond Fund	00000X000	AABDX
Short-Term Bond Fund	00000X000	AASBX
Treasury Inflation Protected Securities Fund	00000X000	ATPIX

American Beacon Funds-PlanAhead Class
Balanced Fund	00000X000	AABPX
Emerging Markets Fund	00000X000	AAEPX
Enhanced Income Fund	00000X000	AANPX
High Yield Bond Fund	00000X000	AHYPX
International Equity Fund	00000X000	AAIPX
Large Cap Value Fund	00000X000	AAGPX
Mid-Cap Value Fund	00000X000	AMPAX
Money Market Fund	00000X000	APAXX
S&P 500 Index Fund	00000X000	AAFPX
Short-Term Bond Fund	00000X000	AALPX
*Small Cap Value Fund	00000X000	AVPAX
Small Cap Value Opportunity Fund	00000X000	ASOPX
U.S. Government Money Market Fund	00000X000	AUPXX

American Beacon Funds-Service Class
Balanced Fund	00000X000	ABLSX
International Equity Fund	00000X000	AAISX
Large Cap Value Fund	00000X000	AVASX
Mid-Cap Value Fund	00000X000	AMCSX
*Small Cap Value Fund	00000X000	AASSX

*Closed to new investors.


21


The Advisor shall pay ING a fee with respect to each Fund, calculated by the Advisor
and paid quarterly, equal to the applicable amount set forth below per annum of the average daily
net asset value of the Shares of such Fund that are held on behalf of the Contract owners in an
Account for which ING is providing Services under this Agreement. No fee shall be paid with
respect to Shares first placed or purchased after termination of this Agreement with respect to
such Fund.

Funds	Service Fee	12b-1 Fee	Total Fee
American Beacon Funds-Institutional Class	%	%	%
American Beacon Funds-PlanAhead Class	%	%	%
American Beacon Funds - Service Class	%	%	%




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SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT

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