0000103007-05-000222 Sample Contracts

FORM OF Amendment to ING Partners, Inc. Shareholder Servicing Agreement Service Class Shares
Shareholder Servicing Agreement • October 24th, 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").

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Form of ING PARTNERS, INC. SHAREHOLDER SERVICING AGREEMENT Class T Shares
Shareholder Servicing Agreement • October 24th, 2005 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Maryland

This SHAREHOLDER SERVICING AGREEMENT is being entered into as of the 31st day of August, 2005 between ING Partners, Inc. (the "Fund"), in respect of the Class T Shares of its Portfolios set forth on Schedule A hereto, and ING Life Insurance and Annuity Company (the "Service Organization"). In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

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 • October 24th, 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").

Amended and Restated Administrative Services Agreement Franklin Templeton Services, LLC ING Life Insurance and Annuity Company ING Insurance Company of America ING USA Annuity and Life Insurance Company ReliaStar Life Insurance Company
Administrative Services Agreement • October 24th, 2005 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • California

THIS AGREEMENT, by and between Franklin Templeton Services, LLC (the "Fund Administrator"), and ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company , ING Insurance Company of America (formerly Aetna Insurance Company of America, ING USA Annuity and Life Insurance Company (formerly Golden American Life Insurance Company and ReliaStar Life Insurance Company (each of which is referred to as the "Company"), concerning certain administrative services with respect to each series ("Fund" or "Funds") of Franklin Templeton Variable Insurance Products Trust (the "Trust"), which Funds are specified in the Participation Agreement, as may be amended from time to time, among the Company, Directed Services, Inc., the Trust, and Franklin Templeton Distributors, Inc. (the "Underwriter"), among others, dated July 20, 2001 (the "Participation Agreement").

AND FUND PARTICIPATION AGREEMENT
Selling and Services Agreement and Fund Participation Agreement • October 24th, 2005 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Connecticut

THIS AGREEMENT, made and entered into as of this 29th day of April, 2005 by and among ING Life Insurance and Annuity Company ("ING Life"), ING Financial Advisers, LLC ("ING Financial") (collectively, "ING"), Aquinas Funds, Inc. ("Aquinas") and Aquinas Investment Advisers, Inc. ("Adviser"), acting as agent for the registered open-end management investment companies advised by the Adviser(each a "Fund" or collectively the "Funds").

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