0000103007-09-000088 Sample Contracts

SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT
Selling and Services Agreement and Fund Participation Agreement • December 18th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Connecticut

THIS AGREEMENT is made and entered into as of this 22nd day of October, 2009 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 Neuberger Berman Management LLC (“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”). WHEREAS, the Parties or their predecessors entered into various administrative services, services or related agreements relating to the Funds, including the certain agreements dated September 14, 1993, May 25, 1994, May 12, 2005 and October 6, 2000, each as amended (collectively, the “Prior Agreements”); and

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SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT
Selling and Services Agreement and Fund Participation Agreement • December 18th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Connecticut

THIS AGREEMENT is made and entered into as of this 15th day of October, 2009 by and among ING Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan Services, LLC (“ING Institutional”), ING Financial Advisers, LLC (“ING Financial”) (collectively, “ING”), Pax World Funds Series Trust I (“Fund”), and ALPS Distributors, Inc. (“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”).

FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 18th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This First Amendment to Fund Participation Agreement (“Amendment”) is dated this 30th of April, 2009, effective as of the 1st day of May, 2005, among ING Life Insurance and Annuity Company (f/k/a Aetna Life Insurance and Annuity Company) (“ING Life”), the Lord Abbett Series Fund, Inc. (the “Fund”), and Lord Abbett Distributor LLC (the “Distributor”) (collectively, the “Parties”).

Fourth Amendment to the Selling and Services Agreement and Participation Agreement
Agreement and Participation Agreement • December 18th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This Fourth Amendment dated as of March 10, 2009 by and between ING Life Insurance and Annuity Company (“ING Life”), ReliaStar Life Insurance Company (“ReliaStar”), ReliaStar Life Insurance Company of New York (“ReliaStar New York”), ING USA Annuity and Life Insurance Company (“ING USA”), ING Institutional Plan Services, LLP (“ING Institutional”), (collectively, the “Insurers”), ING Financial Advisers, LLC (“ING Financial”)(together with Insurers referred to collectively as “ING”), and Allianz Global Investors Distributors LLC (formerly PIMCO Advisers Distributors LLC)(“Distributor”) is made to the Selling and Services Agreement and Fund Participation Agreement dated as of March 11, 2003 (the “Agreement”), as amended on December 31, 2003, July 1, 2005, and October 1, 2008. Unless otherwise defined herein, terms defined in the Agreement are used herein as therein defined.

FIRST AMENDMENT TO SERVICE AGREEMENT
Service Agreement • December 18th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This First Amendment to Service Agreement (“Amendment”) is dated this 30th of April, 2009, effective as of the 1st day of May, 2005, between ING Life Insurance and Annuity Company (f/k/a Aetna Life Insurance and Annuity Company) (“ING Life”) and the Lord Abbett Series Fund, Inc. (the “Fund”) (collectively, the “Parties”).

AMENDED AND RESTATED PARTICIPATION AGREEMENT Among
Participation Agreement • December 18th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the 26th day of June, 2009 by and among ING LIFE INSURANCE AND ANNUITY COMPANY, (hereinafter the "Company"), a Connecticut corporation, , on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS FUND V each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the "Fund").

Second Amendment to the Amended and Restated Selling and Services Agreement and Participation Agreement This First Amendment dated as of October 1, 2009 by and between ING Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan...
Selling and Services Agreement and Participation Agreement • December 18th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows:

FOURTH AMENDMENT TO SELLING AND SERVICES AGREEMENT
Selling and Services Agreement • December 18th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This Fourth Amendment dated as of April 6, 2009 by and between ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) (“ING Life”), ING Institutional Plan Services, LLP (“ING Institutional”), ING Financial Advisers, LLC (formerly Aetna Investment Services, Inc.)(“ING Financial”)(collectively “ING”), American Century Investment Services, Inc. (“Distributor”), and American Century Services, LLC (formerly known as American Century Services Corporation)(“Fund Agent”) is made to the Selling and Services Agreement dated as of July 1, 2000 (the “Agreement”) as amended on April 1, 2007, October 1, 2004, and November 7, 2003. Terms defined in the Agreement are used herein as therein defined.

RULE 22C-2 AGREEMENT
2 Agreement • December 18th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co

This AGREEMENT, made and entered into as of this 15th day of October, 2009, between ALPS Distributors, Inc (the “Distributor”) as principal underwriter on behalf of the Pax World Funds Series Trust I (the “Fund”) 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, and Systematized Benefits Administrators Inc. (individually an “Intermediary” and collectively the “Intermediaries”)

RiverSource Fund Distributors, Inc.
Variable Annuity Acct C of Ing Life Insurance & Annuity Co • December 18th, 2009

Date: To: March 26, 2009 ING Life Insurance and Annuity Company, ING Institutional Plan Services, LLC, and ING Financial Advisers, LLC (collectively referred to as “Company”)

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • December 18th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co • Massachusetts

This AMENDMENT (this “Amendment”) is made and entered into as of the 26th day of June, 2009 by and among ING LIFE INSURANCE AND ANNUITY COMPANY (the “Company”), a Connecticut corporation; FIDELITY DISTRIBUTORS CORPORATION (the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III, VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS V, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each, a “Fund”)

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