0000103007-16-000101 Sample Contracts

FIRSTAMENDMENT TO THE RULE 22C-2 AGREEMENT
2 Agreement • April 7th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

THIS FIRST AMENDMENT (“Amendment”) is made as of July 2, 2015, between the Pax World Funds Series Trust I (“Fund ”), a registered investment company with series of mutual fund portfolios (each a “Fund” and collectively the “Funds”), ALPS Distributors, Inc., (“Distributor”), as principal underwriter on behalf of the of the Funds, Voya Retirement Insurance and Annuity Company (formerly ING Life Insurance and Annuity Company), Security Life of Denver Insurance Company, Voya Institutional Trust Company (formerly ING National Trust), Systematized Benefit Administrators Inc., Voya Insurance and Annuity Company (formerly ING USA Annuity and Life Insurance Company), ReliaStar Life Insurance Company and ReliaStar Life Insurance Company of New York to the Rule 22c-2 Agreement among the parties, made as of October 15, 2009, as amended from time to time (the “Agreement”). Voya Retirement Insurance and Annuity Company, Security Life of Denver Insurance Company, Voya Institutional Trust Company, Sys

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2nd AMENDMENT TO THE SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT
Selling and Services Agreement • April 7th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

THIS AMENDMENT (“Amendment”) is made as of July 2, 2015, between the Pax World Funds Series Trust I (“Fund Company”), a registered investment company with series of mutual fund portfolios (each a “Fund” and collectively the “Funds”), ALPS Distributors, Inc., the Fund Company’s principal underwriter (“Distributor”) of the Funds’ shares, Voya Retirement Insurance and Annuity Company (formerly ING Life Insurance and Annuity Company), Voya Institutional Plan Services, LLC (formerly ING Institutional Plan Services, LLC), and Voya Financial Partners, LLC (formerly ING Financial Advisers, LLC) to the Selling and Services Agreement and Fund Participation Agreement among the parties, made as of October 15, 2009, as amended from time to time (the “Agreement”). Voya Retirement Insurance and Annuity Company, Voya Institutional Plan Services, LLC, and Voya Financial Partners, LLC shall be collectively referred to as “Voya”. All capitalized terms used in the Amendment and not otherwise defined herei

Fourth Amendment to the Amended and Restated Selling and Services Agreement and Participation Agreement
Agreement and Participation Agreement • April 7th, 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.

THIRD AMENDMENT TO THE SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT
Selling and Services Agreement and Fund Participation Agreement • April 7th, 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 7th, 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 • April 7th, 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.

THIRD AMENDMENT TO SERVICE AGREEMENT
Service Agreement • April 7th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

THIS THIRD AMENDMENT is made as of February 1, 2016 by and among Voya Retirement Insurance and Annuity Company (formerly, ING Life Insurance and Annuity Company), Voya Financial Partners, LLC (formerly, ING Financial Advisers, LLC), and Voya Institutional Plan Services, LLC (formerly, ING Institutional Plan Services, LLC) (collectively with Voya Retire, Voya Institutional and Voya Financial, “Service Provider”), Dodge & Cox, a California corporation (“Dodge & Cox”) and Boston Financial Data Services, Inc. , a Massachusetts corporation (“Transfer Agent”) is made to the and Service Agreement dated as of August 1, 2002 (the “Agreement”) as amended. Terms defined in the Agreement are used herein as therein defined.

SIXTH AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 7th, 2016 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

THIS SIXTH AMENDMENT dated as of September 25, 2015, by and between AllianceBernstein Investments, Inc. (the “Distributor”) and Voya Retirement Insurance and Annuity Company ( formerly, “ING Life Insurance and Annuity Company”) (“Voya Retirement”), and Voya Financial Partners, LLC (formerly, “ING Financial Advisers, LLC”) (“Voya Financial”) (collectively, “ING”), is made to the Fund Participation Agreement dated as of October 26, 2000, as amended. Terms defined in the Agreement are used herein as therein defined.

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