0000950156-04-000053 Sample Contracts

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AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN ING LIFE INSURANCE AND ANNUITY COMPANY AND OPCAP ADVISORS
Investment Sub-Advisory Agreement • February 24th, 2004 • Ing Partners Inc

AMENDMENT made as of this 3rd day of June, 2003, to the Investment Sub-Advisory Agreement dated as of November 19, 2001 (the "Agreement"), between ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company), an insurance corporation organized and existing under the laws of the State of Connecticut (the "Adviser"), and OpCap Advisors, a general partnership organized and existing under the laws of Delaware (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree to amend the Agreement as follows:

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN
Investment Sub-Advisory Agreement • February 24th, 2004 • Ing Partners Inc • Maryland
ASSUMPTION AGREEMENT
Assumption Agreement • February 24th, 2004 • Ing Partners Inc
AMENDMENT AGREEMENT
Sub-Administration Agreement • February 24th, 2004 • Ing Partners Inc
R E C I T A L
Administrative Services Agreement • February 24th, 2004 • Ing Partners Inc • Delaware
AMENDMENT TO UNDERWRITING AGREEMENT FOR ING PARTNERS, INC.
Underwriting Agreement • February 24th, 2004 • Ing Partners Inc
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