0000103007-16-000095 Sample Contracts

Fourth Amendment to the Amended and Restated Selling and Services Agreement and Participation Agreement
Selling and Services Agreement and Participation Agreement • April 4th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Fourth Amendment dated as of November 1, 2015 by and between Voya Retirement Insurance and Annuity Company, formerly known as ING Life Insurance and Annuity Company (“Voya Retirement”), Voya Institutional Plan Services, LLC, formerly known as ING Institutional Plan Services, LLP (“Voya Institutional”), Voya Financial Partners, LLC, formerly known as ING Financial Advisers, LLC (“Voya Financial”)(collectively “Voya”), and Fred Alger & Company, Incorporated (“Distributor”), is made to the Amended and Restated Selling and Services Agreement and Fund Participation Agreement dated as of May 1, 2008, as amended February 5, 2009, October 1, 2009, and July 8, 2011 (the “Agreement”). Terms defined in the Agreement are used herein as therein defined.

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THIRD AMENDMENT TO THE SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT
Selling and Services Agreement and Fund Participation Agreement • April 4th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Amendment (“Amendment”), signed as of August 1, 2015 (“Execution Date”) and effective as of January 1, 2016 (the "Effective Date"), is executed by and between Voya Retirement Insurance and Annuity Company (formerly known as ING Life Insurance and Annuity Company) (“Voya Retirement ”), Voya Institutional Plan Services, LLC (formerly known as ING Institutional Plan Services, LLC) (“Voya Institutional”), Voya Financial Partners, LLC (formerly known as ING Financial Advisers, LLC) (“Voya Financial”) (collectively, “Voya”), BlackRock Advisors, LLC ("Company” or Advisor”"), and BlackRock Investments, LLC (“BRIL” or “Distributor”).

JOINDER TO PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, MASSACHUSETTS FINANCIAL SERVICES COMPANY, AND Voya retirement insurance and annuity company
Participation Agreement • April 4th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

THIS JOINDER TO PARTICIPATION AGREEMENT (“Joinder”) is entered into by MFS Variable Insurance Trust (“Trust I”), Massachusetts Financial Services Company, (“MFS”), Voya Retirement Insurance and Annuity Company ("Voya Retirement"), and Voya Insurance and Annuity Company ("Voya Insurance"), for the purpose of amending the Participation Agreement dated April 17, 1996 by and among Trust I, MFS, and Voya Retirement (the “Agreement”), as amended, to add Voya Insurance as a party thereto as of the date hereof.

Second Amendment to the Selling and Services Agreement and Fund Participation Agreement
Selling and Services Agreement and Fund Participation Agreement • April 4th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Second Amendment, dated as of September 1, 2015, by and among Voya Retirement Insurance and Annuity Company (formerly, ING Life Insurance and Annuity Company) (“Voya Insurance”), Voya Institutional Plan Services, LLC (formerly, ING Institutional Plan Services, LLC) (“Voya Institutional”), Voya Financial Partners, LLC (formerly, ING Financial Advisers, LLC) (“Voya Financial”) (collectively, “Voya”), Artisan Partners Limited Partnership (“APLP”) and Artisan Partners Distributors LLC (formerly, Artisan Distributors LLC) (“Distributor”), is made to the Selling and Services Agreement and Fund Participation Agreement dated as of November 30, 2006, as amended (the “Agreement”). Terms defined in the Agreement are used herein as therein defined.

Second Amendment to Selling and Services Agreement and Fund Participation Agreement
Selling and Services Agreement and Fund Participation Agreement • April 4th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Second Amendment dated as of September 1, 2015 by and between Voya Retirement Insurance and Annuity Company (“Voya Retirement”), Voya Institutional Plan Services, LLC (“Voya Institutional”), Voya Financial Advisers, LLC (“Voya Financial”) (collectively “Voya”), and USAA Investment Management Company (“Distributor”) acting as agent for the registered open-end management investment companies 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 Participation Agreement as of January 17, 2011 (the “Agreement”), as amended. Terms defined in the Agreement are used herein as defined.

EIGHTH AMENDMENT TO SERVICES AGREEMENT
Services Agreement • April 4th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Eighth Amendment dated as of November 11, 2015, by and between Voya Retirement Insurance and Annuity Company (formerly ING Life Insurance and Annuity Company) (“Voya Retirement”), Voya Institutional Plan Services, LLC (formerly ING Institutional Plan Services, LLC) (“Voya Institutional”), Voya Financial Partners, LLC (formerly ING Financial Advisers, LLC) (“Voya Financial”) (collectively, “Voya”), and DeAWM Service Company (formerly DWS Investments Service Company, DWS Scudder Investments Service Company, DWS Scudder Investments Service Company and Bankers Trust Company) (“Transfer Agent”), acting as agent for the registered open-end management companies listed in Schedule A, is made to the Services Agreement dated as of March 7, 2000 (the “Agreement”) as amended on July 1, 2000, August 1, 2005, May 1, 2006, February 2, 2009, December 1, 2009, January 1, 2014 and October 1, 2014. Terms defined in the Agreement are used herein as therein defined.

THIRD AMENDMENT TO SERVICES AGREEMENT
Services Agreement • April 4th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Third Amendment dated as of November 1, 2015 by and between Voya Retirement Insurance and Annuity Company ING Life Insurance and Annuity Company (formerly, Aetna Life Insurance and Annuity Company) (“Voya Retirement”), Voya Institutional Plan Services, LLC (formerly , ING Institutional Plan Services, LLC), (“Voya Institutional”, Voya Financial Partners, LLC (formerly ING Financial Advisers, LLC) (“Voya Financial”) (collectively “Voya”), Goldman, Sachs & Co. (“Distributor”) and Goldman Sachs Trust (the “Fund”) is made to the Services Agreement dated as of May 1, 1999, as amended on September 1, 2004 and July 29, 2009. Terms defined in the Agreement are used herein as therein defined.

SECOND AMENDMENT TO FUNDS PARTICIPATION AGREEMENT
Funds Participation Agreement • April 4th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This second amendment dated as of November 1, 2015 by and between Voya Retirement Insurance and Annuity Company (formerly, ING Life Insurance and Annuity), (the “Company”), and Goldman Sachs Trust (the “Fund”) and Goldman, Sachs & Co. (the “Distributor”), is made to the Participation Agreement dated October 1, 2000, as amended (the “Agreement”). Terms defined in the Agreement are used herein as therein defined.

SELLING AND SERVICES AGREEMENT
Selling and Services Agreement • April 4th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Eighth Amendment to Selling and Services Agreement (“Amendment”) is entered into effective September 1, 2015, by and among Legg Mason Investor Services, LLC (the “Distributor”), Voya Retirement Insurance and Annuity Company (“VRIAC”), Voya Institutional Plan Services, LLC (“Voya Institutional”) and Voya Financial Partners, LLC (“Voya Financial”, VRIAC and Voya Institutional are collectively referred to herein as “Voya”). Distributor and Voya shall each be referred to separately as a “Party”, and together as the “Parties”.

FOURTH AMENDMENT TO SERVICES AGREEMENT
Services Agreement • April 4th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This amendment (“Amendment”) is made effective as of the September 21, 2015 by and between Voya Retirement Insurance and Annuity Company (formerly ING Life Insurance and Annuity Company) (“Voya Retirement”), Voya Institutional Plan Services, LLC (formerly ING Institutional Plan Services, LLC (“Voya Institutional”), Voya Financial Partners, LLC (formerly ING Financial Advisers, LLC) (“Voya Financial”) (collectively “Voya”), T. Rowe Price Services, Inc. (the “T. Rowe Price”), and T. Rowe Price Investment Services, Inc. (the “Distributor”).

FOURTH AMENDMENT TO
Fund Participation Agreement • April 4th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Fourth Amendment to Fund Participation Agreement (“Amendment”) is entered into effective September 1, 2015, by and among Legg Mason Investor Services, LLC (the “Distributor”), Voya Retirement Insurance and Annuity Company (“VRIAC”) and Voya Financial Partners, LLC (“Voya Financial” and VRIAC are collectively referred to herein as “Voya”). Distributor and Voya shall each be referred to separately as a “Party”, and together as the “Parties”.

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