0000103007-06-000026 Sample Contracts

FORM OF PARTICIPATION AGREEMENT Among ING VARIABLE INSURANCE TRUST and ING LIFE INSURANCE AND ANNUITY COMPANY and ING FUNDS DISTRIBUTOR, LLC
Participation Agreement • April 11th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Massachusetts

THIS AGREEMENT, made and entered into _____________, 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 “Separate Accounts”), ING VARIABLE INSURANCE TRUST (the “Trust”) an open-ended management investment company and business trust organized under the laws of the State of Delaware, and ING FUNDS DISTRIBUTOR, LLC (the “Distributor”), a limited liability corporation organized under the laws of the State of Delaware.

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Amendment to ING Partners, Inc. Shareholder Servicing Agreement Service Class Shares
Shareholder Servicing Agreement • April 11th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This Amendment is dated as of the 7th day of December, 2005 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 11th, 2006 • 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”).

Amendment to Participation Agreement Among ING Partners, Inc. ING Life Insurance and Annuity Company and ING Financial Advisers, LLC
Participation Agreement • April 11th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This Amendment is dated as of 31st day of August, 2005 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”).

Amendment to Participation Agreement Among ING Partners, Inc. ING Life Insurance and Annuity Company and ING Financial Advisers, LLC
Participation Agreement • April 11th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This Amendment is dated as of 7th day of December, 2005 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”).

Administrative Services Agreement Franklin Templeton Services, LLC Aetna Life Insurance and Annuity Company Aetna Insurance Company of America
Administrative Services Agreement • April 11th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • California

THIS AGREEMENT made as of July 20, 2001, by and between Franklin Templeton Services, LLC (the “Fund Administrator”), and Aetna Life Insurance and Annuity Company and Aetna Insurance Company of America (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, the Trust, and Franklin Templeton Distributors, Inc. (the “Underwriter”), among others, dated July 20, 2001 (the “Participation Agreement”).

Amendment to ING Partners, Inc. Shareholder Servicing Agreement Service Class Shares
Shareholder Servicing Agreement • April 11th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This Amendment is dated as of the 29th day of April, 2005 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 Adviser Class Shares
Shareholder Servicing Agreement • April 11th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This Amendment is dated as of the 29th day of April, 2005 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 ADVISER CLASS SHARES
Shareholder Servicing Agreement • April 11th, 2006 • 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").

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 • April 11th, 2006 • 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”).

Amendment to Participation Agreement Among ING Partners, Inc. ING Life Insurance and Annuity Company and ING Financial Advisers, LLC
Participation Agreement • April 11th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This Amendment is dated as of 29th day of April, 2005 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”).

STANDARD FORM OF ILIAC BROKER-DEALER AGREEMENT
Broker-Dealer Agreement • April 11th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Connecticut

THIS AGREEMENT (“Agreement”) is entered into by and among ING Life Insurance and Annuity Company (“the Issuer”), 151 Farmington Avenue, Hartford, Connecticut 06156, incorporated under the laws of the State of Connecticut, ING Financial Advisers, L.L.C. (“the Dealer”), 151 Farmington Avenue, Hartford, Connecticut 06156, incorporated under the laws of the State of Connecticut, and ______________________________________(the “Broker-Dealer”), incorporated under the laws of ______________, and is effective as of the date signed by all parties hereto. (The Issuer and the Dealer shall be referred to herein collectively as the “Company.”)

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