0000103007-09-000022 Sample Contracts

ASSIGNMENT AND RULE 22C-2 AGREEMENT
Assignment and Rule 22c-2 Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This AGREEMENT, dated no later than April 16, 2007, is effective as of the 16th day of October, 2007, between Professional Funds Distributor, LLC (PFD) as principal underwriter for each of the funds listed on the attached Schedule A (the “Funds”) and ING Life Insurance and Annuity Company, ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance Company and Systematized Benefits Administrators Inc. (individually an “Intermediary” and collectively the “Intermediaries”). WHEREAS, the Intermediaries have adopted policies and procedures to monitor and deter excessive trading activity within the mutual funds, including the Funds, available through the variable annuity, variable life insurance and variable retirement plan products which they offer (the “Variable Products”); and WHEREAS, the Intermediaries’ policies and procedures to monitor and deter excessi

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FIRST AMENDMENT TO THE PARTICIPATION AGREEMENT
Participation Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

Reference is made to the Participation Agreement dated September 15, 2000 (together with all amendments thereof and supplements and exhibits thereto the “Agreement”) between ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) (the “Service Provider”) and MFS Fund Distributors, Inc. (“MFD”). Service Provider provides, either directly or in conjunction with a recordkeeper or other service provider(s) appointed by one or more qualified employee benefit plans (each, a “Plan”), administrative services including, but not limited to, plan administration, recordkeeping, reporting and communication/educational services (the “Administrative Services”), as described in the attached Schedule A, to the Plans and to Plan participants which invest in Class A and Class R3 shares of the Funds ( “Class R Shares”). Administrative Services for each Plan include processing and transfer arrangements for the investment and reinvestment of Plan assets in inv

Contract
The Participation Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

Reference is made to the Participation Agreement dated September 15, 2000 (together with all amendments thereof and supplements and exhibits thereto, the “Agreement”) by and among ING Life Insurance and Annuity company (formerly Aetna Life Insurance and Annuity Company) (“Service Provider”), MFS Fund Distributors, Inc. (“MFD”) and MFS Service Center, Inc. (“MFSC”). Terms not otherwise defined herein have the definitions ascribed to them in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect and unamended. This Amendment to the Agreement (the “Amendment”) shall take effect as of June 1, 2008. Service Provider provides, either directly or in conjunction with a recordkeeper or other service provider(s) appointed by one or more qualified employee benefit plans (each, a “Plan”), administrative services including, but not limited to, plan administration, recordkeeping, reporting and communication/educational services (the “Admi

THIRD AMENDMENT to SELLING AND SERVICES AGREEMENT and FUND PARTICIPATION AGREEMENT
Selling and Services Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co
Contract
22c-2 Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This AGREEMENT, will become operational as of the 16th day of October, 2007, between Eaton Vance Distributors, Inc. (the “Fund”) as principal underwriter for each of the funds (the “EVD Funds”) and ING Life Insurance and Annuity Company, ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance Company and Systematized Benefits Administrators Inc. (individually an “Intermediary” and collectively the “Intermediaries”). WHEREAS, the Intermediaries have adopted policies and procedures to monitor and deter excessive trading activity within the mutual funds, including the Funds, available through the variable annuity, variable life insurance and variable retirement plan products which they offer (the “Variable Products”); and WHEREAS, the Intermediaries’ policies and procedures to monitor and deter excessive trading activity within the mutual funds availabl

FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This Amendment, dated as of January 1, 2008, by and among ING Life Insurance and Annuity Company (“ILIAC"), each registered investment company, or series thereof, executing this Amendment on its own behalf and on behalf of each of its classes of shares listed on Exhibit B, attached hereto, as may be amended from time to time (collectively, the “Funds”), Van Kampen Investor Services Inc. (the "Transfer Agent") and Van Kampen Funds Inc. (the "Distributor"), modifies the Participation Agreement, dated as of April 26, 2004, by and among ILIAC, the Transfer Agent and the Distributor (the “Agreement”). Capitalized terms used, but not defined, herein shall have the same meanings ascribed to them in the Agreement.

Fourth Amendment to the Fund Participation Agreement
Fund Participation Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This Fourth Amendment dated as of March 1, 2008 by and between ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) (“ING Life”), ReliaStar Life Insurance and Annuity Company (“ReliaStar”), and ReliaStar Life Insurance Company of New York (“ReliaStar New York”)(collectively the “Company”), Pioneer Investment Management Shareholder Services, Inc. (formerly Pioneering Services Corporation)(the “Transfer Agent”), and Pioneer Funds Distributor, Inc. (the “Distributor”), is made to the Fund Participation Agreement dated as of September 21, 2000, as amended by Amendment No. 1 (effective April 1, 2003), Amendment No. 2 (effective August 5, 2003), and Amendment No. 3 (effective May 1 2004). Unless otherwise indicated, terms defined in the Agreement are used herein as therein defined. WHEREAS, the parties reserved to themselves the right to amend the Agreement from time to time in a writing executed by the parties; and

FUND PARTICIPATION AGREEMENT between PROFESSIONAL FUNDS DISTRIBUTOR, LLC, CRAMER ROSENTHAL MCGLYNN, LLC and ING LIFE INSURANCE AND ANNUITY COMPANY
Participation Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Delaware

ING Life Insurance and Annuity Company (“ING Life"), Professional Funds Distributor, LLC (the "Distributor") and Cramer Rosenthal McGlynn, LLC hereby agree to an arrangement whereby the CRM Mid Cap Value Fund and such other funds underwritten by Distributor (the “Fund” or “Funds”) shall be made available to serve as underlying investment media for Variable Annuity Contracts ("Contracts") to be issued by ING Life.

SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT
Selling and Services Agreement and Fund Participation Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Massachusetts

THIS AGREEMENT, made and entered into as of this 9th day of October, 2007 by and among ING Life Insurance and Annuity Company ("ING Life"), ING Financial Advisers, LLC ("ING Financial") (collectively, "ING"), Eaton Vance Distributors, Inc. (“EVD” or "Distributor"), and each of the registered open-end management investment companies whose shares are or may be underwritten by Distributor listed on schedule B hereto (each a "Fund" or collectively the "Funds").

Third Amendment to the Fund Participation Agreement
Fund Participation Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This Third Amendment dated as of January 1, 2009 by and between ING Life Insurance and Annuity Company formerly Aetna Life Insurance and Annuity Company (“ING Life”) on its own behalf and on behalf of its Variable Annuity Separate Accounts B, C, D and F; Ariel Investment Trust (with respect to Ariel Fund, formerly Ariel Growth Fund and Ariel Appreciation Fund) and Ariel Distributors, LLC., formerly Ariel Distributors, Inc. (“Distributor”) is made to the Fund Participation Agreement dated as of April 1, 1998 between Aetna Life Insurance and Annuity Company, Ariel Growth Fund and Ariel Distributors, Inc. (the “Agreement”). Terms defined in the Agreement are used herein as therein defined.

To SELLING AND SERVICES AGREEMENT and FUND PARTICIPATION AGREEMENT
Selling and Services Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co
SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT
Selling and Services Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co
SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT
Selling and Services Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Connecticut
Contract
Rule 22c-2 Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This AGREEMENT, dated as of April 16, 2007, is effective as of the 16th day of October, 2007, between Van Kampen Funds Inc. (the “Fund Agent”), as principal underwriter for each of the funds, including all series and classes thereof, listed on the attached Schedule A (the “Funds”), and ING Life Insurance and Annuity Company, ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance Company and Systematized Benefits Administrators Inc. (individually an “Intermediary” and collectively the “Intermediaries”). WHEREAS, the Intermediaries have adopted policies and procedures to monitor and deter excessive trading activity within the mutual funds, including the Funds, available through the variable annuity, variable life insurance and variable retirement plan products which they offer (the “Variable Products”); and WHEREAS, the Intermediaries’ policies and pro

FUND PARTICIPATION AGREEMENT among VAN KAMPEN FUNDS INC. VAN KAMPEN INVESTOR SERVICES, INC. and ING LIFE INSURANCE AND ANNUITY COMPANY
Fund Participation Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • New York

This Agreement, made and entered into as of this 26th day of April, 2004, by and among Van Kampen Funds Inc. (the "Distributor"), a distributor organized under the laws of Delaware, Van Kampen Investor Services, Inc. (the "Transfer Agent"), a transfer agent organized under the laws of Delaware and ING Life Insurance and Annuity Company ("ILIAC"), a Connecticut life insurance company, on its own behalf and on behalf of its existing and any future separate accounts.

VAN KAMPEN 1 Parkview Plaza tel (630) 684-6000
Variable Annuity Acct C of Ing Life Insurance & Annuity Co • April 16th, 2009

This letter is being executed in connection with the Fund Participation Agreement (the "Participation Agreement") entered into among Van Kampen Funds Inc. ("VKF"), Van Kampen Investor Services, Inc., and ING Life Insurance and Annuity Company ("ILIAC") and dated as of April 26, 2004. Defined terms used in this letter arc as set forth in the Participation Agreement. This letter relates to VKF's agreement to pay ILIAC a supplemental services fee with respect to Class A Shares of the Funds purchased by the Accounts pursuant to the Participation Agreement. For services provided by ILIAC to Contract owners or participants who allocate value under their Contract to Class A Shares of the Funds, VKF agrees to pay ILIAC a supplemental quarterly fee in arrears equal (on an annual basis) to .05% (5 basis points) of the average daily net assets of Contracts invested in Class A Shares of the Funds; provided, however, that VKF shall not pay ILIAC supplemental fees to the extent ILIAC (or

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