0000103007-06-000237 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 • December 20th, 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. WHEREAS, the Trust is an open-end diversified management investment company and is available to act as the investment vehicle for (a) separate accounts established for variable life insurance policies and variable annuity contracts (collectively, the “Contracts”) to be offered b

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Contract
The Administrative Service Agreement • December 20th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This Second Amendment, dated as of January 3, 1996, between Aetna Life Insurance and Annuity Company (“ALIAC” or the “Sub-Administrator”) located at 151 Farmington Avenue, Hartford, Connecticut 06156 and Neuberger & Berman Management Incorporated located at 605 Third Avenue, 2nd Floor, New York, NY 101058-0180 (“NBMI”) is made to the Administrative Service Agreement, dated as of May 24, 1994, and amended as of March 1, 1995, between the Sub-Administrator and NBMI (the “Agreement”). WHEREAS, the Sub-Administrator and NBMI desire to amend the terms and conditions of the Agreement to provide for certain changes in their relationship relating to placing orders for both allocated and unallocated accounts. NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows:

Ex. 99-B.8.110 SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT
Selling and Services Agreement and Fund Participation Agreement • December 20th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Delaware

THIS AGREEMENT, made and entered into as of this 7th day of February, 2006 by and among ING Life Insurance and Annuity Company ("ING Life"), ING Financial Advisers, LLC ("ING Financial") (collectively, "ING"), Quasar Distributors, LLC ("Quasar") and Luther King Capital Management Corporation ("Adviser"), acting as agent for the registered open-end management investment companies advised by the Adviser (each a "Fund" or collectively the "Funds"). WHEREAS, LKCM Funds is a registered open-end investment company consisting of separate series identified on the attached schedule A; and WHEREAS, Quasar serves as principal underwriter in connection with the offering and sale of the Shares of each Fund pursuant to a Distribution Agreement, and WHEREAS, Adviser is registered investment adviser licensed under the Investment Advisers Act of 1940 (the “Advisers Act”); and WHEREAS, ING Life is an insurance company that issues annuity contracts to, and/or provides various r

Contract
Administrative Service Agreement • December 20th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • New York

This Agreement is entered as of May 25, 1994 between Aetna Life Insurance and Annuity Company (the "Sub-Administrator" or "Servicing Agent"), a Connecticut corporation located at 151 Farmington Avenue, Hartford, Connecticut 06156 and Neuberger & Berman Management Incorporated, an investment advisory company located at 605 Third Avenue, 2nd Floor, New York, NY 10158-0006 ("NBMI") on behalf of Neuberger & Berman Equity Trust and Neuberger & Berman Income Trust, Delaware business trusts, and their respective series listed in Appendix A hereto, as amended from time to time (each, a "Fund"). WHEREAS, the Sub-Administrator has established separate accounts as investment vehicles for certain contracts (the "Contracts") that will purchase and redeem shares in the Funds (the "Shares"); and WHEREAS, the Sub-Administrator provides administrative services to qualified retirement plans (the "Plan" or "Plans") and to certain Plan participants (the "Participants") that purchase t

Contract
To Agreement • December 20th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This is an ADDENDUM, dated as of October 1, 2001, to the agreement(s) (which may be administrative services, sales and services, bank agency, and/or other services or sales agreement(s) (the “Agreement(s)”) between you (or your affiliate) )collectively, the “Company”) and Neuberger Berman Management Inc. (“NBMI”) or any mutual funds for which NBMI is administrator (the “Funds”). WHEREAS, the Company and NBMI or the Funds are parties to the Agreement(s) pursuant to which shares of the Funds are made available to clients of the Company and the Company provides services to the Funds on behalf of NBMI with respect to the clients. WHEREAS, in December 2000 and February 2001, the Funds were reorganized (the “Reorganization”) form a two-tiered master-feeder structure to a single-tiered multi-class structure, in which the investment companies that had been know as “Neuberger Berman Equity Trust,” “Neuberger Berman Income Trust,” and “Neuberger Berman Equity Assets” (co

Ex. 99-B.8.112 FIRST AMENDMENT TO THE ADMINISTRATIVE SERVICE AGREEMENT
The Administrative Service Agreement • December 20th, 2006 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This First Amendment, dated as of March 1, 1995 between Aetna Life Insurance and Annuity Company (“ALIAC” or the “Sub-Administrator”) located at 151 Farmington Avenue, Hartford, Connecticut 06156 and Neuberger & Berman Management Incorporated located at 605 Third Avenue, 2nd Floor, New York, NY 101058-0180 (“NBMI”) is made to the Administrative Service Agreement, dated as of May 24, 1994, and amended as of March 1, 1995, between the Sub-Administrator and NBMI (the “Agreement”). WHEREAS, the Sub-Administrator and NBMI desire to amend the terms and conditions of the Agreement to provide for certain changes in their relationship . NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows:

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