0000103007-15-000018 Sample Contracts

Amendment No. 4 to Amended and Restated Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. VOYA Retirement Insurance and Annuity Company VOYA Insurance and Annuity Company ReliaStar Life...
Participation Agreement • April 13th, 2015 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Voya Retirement Insurance and Annuity Company (formerly ING Life Insurance and Annuity Company), Voya Insurance and Annuity company (formerly ING USA Annuity and Life Insurance Company), ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, and Directed Services, LLC and Voya Financial Partners, LLC (formerly ING Financial Advisers, LLC), your distributors, (collectively, the “Company”, “you” or “your”) on your behalf and on behalf of certain Accounts, (individually a “Party”, collectively, the “Parties”) have previously entered into an Amended and Restated Participation Agreement dated December 30, 2005, and subsequently amended June 5, 2007, November 17, 2011 and August 12, 2013 (the “Agreement”). The Parties now desire to amend the Agreement by this amendment (the “Amendment”). Unless other

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Fifth Amendment to the Selling and Services Agreement and Fund Participation Agreement
Participation Agreement • April 13th, 2015 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Fifth Amendment dated as of December 1, 2014 is made by and between Voya Retirement Insurance and Annuity Company (“Voya Retirement”), Voya Institutional Plan Services, LLC (“Voya Institutional”), Voya Financial Partners, LLC (“Voya Financial”) (collectively “Voya”), NYLIFE Distributors LLC (“NYLIFE Distributors”), and NYLIM Service Company LLC (“NSC”)(NYLIFE Distributors and NSC are collectively referred to herein as “Fund Service Provider”) ”), is made to the Selling and Services Agreement and Fund Participation Agreement dated as of November 8, 2007 (the “Agreement”), as amended on September 30, 2008, April 24, 2009 November 16, 2009, and February 1, 2013. Terms defined in the Agreement are used herein as therein defined.

SERVICES AGREEMENT
Services Agreement • April 13th, 2015 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co • Massachusetts

This Services Agreement (the "Agreement") entered into as of January 6, 2014 (the "Effective Date") by and between ING Life Insurance and Annuity Company a life insurance company organized under the laws of the State of Connecticut, ING Institutional Plan Services, LLC a limited liability company liability company organized under the laws of the State of Delaware, and ReliaStar Life Insurance Company of NY a life insurance company organized under the laws of the State of New York (individually a "Recordkeeper" and collectively the "Recordkeepers") , and Fidelity Investments Institutional Operations Company, Inc., a Massachusetts corporation. ("FIIOC") and Fidelity Distributors Corporation ("FDC") (collectively, "Fidelity"). This Agreement hereby terminates and replaces in its entirety the Services Agreement between ING Financial Advisers, LLC previously identified as the Recordkeeper and FDC effective April 1, 2007, as amended.

Third Amendment to the Selling and Services Agreement and Fund Participation Agreement
Participation Agreement • April 13th, 2015 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Third Amendment dated as of August 12, 2014 by and between ING Life Insurance and Annuity Company ("ING Life"), ING Institutional Plan Services, LLC ("ING Institutional"), ING Financial Advisers, LLC ("ING Financial") (collectively "ING"), and Thornburg Investment Management, Inc. ("Adviser") and Thornburg Securities Corporation ("Distributor") (together the "Fund Parties"), acting as agent for the registered open-end management investment companies listed in Schedule B whose shares are or may be underwritten by Distributor (each a "Fund" or collectively the "Funds"), is made to the Selling and Services Agreement and Fund Participation Agreement dated as of March 12, 2008 (the "Agreement"), as amended on December 15, 2009 and May 1, 2012. Terms defined in the Agreement are used herein as therein defined.

First Amendment to the Selling and Services Agreement and Participation Agreement
Agreement and Participation Agreement • April 13th, 2015 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This First Amendment dated as of the 18 day of March, 2009, by and between ING Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan Services, LLP (“ING Institutional”), ING Financial Advisers, LLC (“ING Financial”)(collectively “ING”), Victory Capital Advisers, Inc. (the “Distributor”), and Victory Capital Management Inc. (the “Advisor”), The Victory Portfolios (the “Trust”), and The Victory Institutional Funds (the “Institutional Funds”), is made to the Selling and Services Agreement and Fund Participation Agreement dated as of September 15, 2008 (the “Agreement”). Terms defined in the Agreement are used herein as therein defined.

Second Amendment to the Selling and Services Agreement and Participation Agreement
Agreement and Participation Agreement • April 13th, 2015 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Second Amendment dated as of the 1st day of April, 2014, by and between ING Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan Services, LLC (“ING Institutional”), ING Financial Advisers, LLC (“ING Financial”)(collectively “ING”), Victory Capital Advisers, Inc. (the “Distributor”), and Victory Capital Management Inc. (the “Advisor”), The Victory Portfolios (the “Trust”), and The Victory Institutional Funds (the “Institutional Funds”), is made to the Selling and Services Agreement and Fund Participation Agreement dated as of September 15, 2008 (the “Agreement”), as amended. Terms defined in the Agreement are used herein as therein defined.

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