0000103007-05-000090 Sample Contracts

PARTICIPATION AGREEMENT
Participation Agreement • April 12th, 2005 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Massachusetts

THIS AGREEMENT, made and entered into as of this ___ day of ___________, 200__, among ING Life Insurance and Annuity Company (the "Company"), a life insurance company organized under the laws of Connecticut, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A attached hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the "Account"), ING VARIABLE INSURANCE TRUST ("Trust") an open-ended management investment company and business trust organized under the laws of the Commonwealth of Massachusetts, and DIRECTED SERVICES, INC. (the "Distributor"), a corporation organized under the laws of the State of New York.

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Form of Amendment to Participation Agreement Among ING Partners, Inc. ING Life Insurance and Annuity Company and ING Financial Advisers, LLC
Variable Annuity Acct C of Ing Life Insurance & Annuity Co • April 12th, 2005

This Amendment is dated as of ___ day of ___________, 200__ by and between ING Partners, Inc. (the "Fund"), ING Life Insurance and Annuity Company (referred to as the "Adviser" in its capacity as investment adviser to the Fund, and the "Company" in its capacity as the issuer of variable annuity and variable life insurance contracts), and ING Financial Advisers, LLC (the "Distributor") (collectively, the "Parties").

Third Amendment to Participation Agreement As of May 3, 2004 by and among Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. ING Life Insurance and Annuity Company ING Insurance Company of America ING USA...
Participation Agreement • April 12th, 2005 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • California

Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin/Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us"), ING Life Insurance and Annuity Company, ING Insurance Company of America and ING USA Annuity and Life Insurance Company (formerly "Golden American Life Insurance Company") ("you"), and Directed Services, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated July 20, 2001, as amended December 10, 2003 and January 2, 2002 (the "Agreement"). The parties now desire to amend the Agreement in this amendment (the "Amendment").

FORM OF Amendment to ING Partners, Inc. Shareholder Servicing Agreement Service Class Shares
Variable Annuity Acct C of Ing Life Insurance & Annuity Co • April 12th, 2005

This Amendment is dated as of the ___ day of _____________, 200__ by and between ING Partners, Inc. (the "Fund") and ING Life Insurance and Annuity Company (the "Service Organization") (collectively, the "Parties").

Amendment to ING Partners, Inc. Shareholder Servicing Agreement Service Class Shares
Shareholder Servicing Agreement • April 12th, 2005 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This Amendment is dated as of the 1st day of November, 2004 by and between ING Partners, Inc. (the "Fund") and ING Life Insurance and Annuity Company (the "Service Organization") (collectively, the "Parties").

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