0000925981-16-000127 Sample Contracts

FIRSTAMENDMENT TO THE RULE 22C-2 AGREEMENT
2 Agreement • April 15th, 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 15th, 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 15th, 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.

Second Amendment to Selling and Services Agreement and Fund Participation Agreement
Selling and Services Agreement and Fund Participation Agreement • April 15th, 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.

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