0000103007-05-000145 Sample Contracts

PARTICIPATION AGREEMENT Among ING Mutual Funds TRUST and ING LIFE INSURANCE AND ANNUITY COMPANY and DISTRIBUTOR
Participation Agreement • June 17th, 2005 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Delaware

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 as set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the "Account"), IGN EQUITY TRUST (the "Trust"), an open-ended management investment company and business trust organized under the laws of Massachusetts, and ______________________ (the "Distributor"), a corporation organized under the laws of the State of _____________.

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FORM OF Amendment to ING Partners, Inc. Shareholder Servicing Agreement Service Class Shares
Shareholder Servicing Agreement • June 17th, 2005 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

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").

ING Life Insurance and Annuity Company ING Insurance Company of America Hartford, CT 06156-3124 Attention: Lisa S. Gilarde Re: Third Amendment to Master Shareholder Services Agreement for the Franklin Templeton Funds
Master Shareholder Services Agreement • June 17th, 2005 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

Effective May 1, 2004, this Amendment is made to the Master Shareholder Services Agreement dated August 28, 2000, as amended November 13, 2000 and February 1, 2002 ("Agreement"), between ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) ("ILIAC," also referred to as "you"), Franklin Templeton Distributors, Inc. ("Distributors") and Franklin Templeton Investor Services, LLC ("Transfer Agent," together, Distributors and Transfer Agent shall be referred to as "we" or "us").

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