EX-99 14 ex99b823franklintplamdmtopa.htm EXHIBIT 99-B.8.23 FRANKLIN TEMPLETON AMDMT TO PA ex99b823franklintplamdmtopa.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 99-B.8.23

Amendment to Participation Agreement
Franklin Templeton Variable Insurance Products Trust
Franklin/Templeton Distributors, Inc.
ING Life Insurance and Annuity Company
ING USA Annuity and LIfe Insurance Company
ReliaStar Life Insurance Company
ReliaStar Life Insurance Company of New York
Directed Services, LLC.
 

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton
Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), ING Life
Insurance and Annuity Company, ING USA Annuity and LIfe Insurance Company, ReliaStar
Life Insurance Company and ReliaStar Life Insurance Company of New York (together the
“Company” or “you”), and Directed Services, LLC., your distributor, on your behalf and on
behalf of certain Accounts, have previously entered into a Participation Agreement dated
December 30, 2005, as amended (the “Agreement”). The parties now desire to amend the
Agreement by this amendment (the “Amendment”).
 

Except as modified hereby, all other terms and conditions of the Agreement shall remain
in full force and effect. Unless otherwise indicated, the terms defined in the Agreement shall
have the same meaning in this Amendment.

A M E N D M E N T

 
For good and valuable consideration, the receipt of which is hereby acknowledged, the
parties agree to amend the Agreement as follows:

1.
Section 1 and Section 2.2.1 are hereby each amended to reflect that Franklin Templeton
  Variable Insurance Products Trust (the “Trust”) is organized as a statutory trust under the
  laws of the State of Delaware, effective as of May 1, 2007.

2.

Section 3.1.3 is amended and restated in its entirety as follows:
 

“3.1.3 We agree that shares of the Trust will be sold only to: (i) life insurance companies
  which have entered into fund participation agreements with the Trust (“Participating
  Insurance Companies”) and their separate accounts or to qualified pension and retirement
  plans in accordance with the terms of the Shared Funding Order; and (ii) investment
  companies in the form of funds of funds. No shares of any Portfolio will be sold to the
  general public.”

3.
Section 5.2 is amended and restated in its entirety as follows:
 

“5.2 If and to the extent required by law, you shall: (i) solicit voting instructions from
  Contract owners; (ii) vote the Trust shares in accordance with the instructions received
  from Contract owners; and (iii) vote Trust shares owned by subaccounts for which no
  instructions have been received from Contract owners in the same proportion as Trust
  shares of such Portfolio for which instructions have been received from Contract owners;
  so long as and to the extent that the SEC continues to interpret the 1940 Act to require


  pass-through voting privileges for variable contract owners. You reserve the right to vote
  Trust shares held in any Account in your own right, to the extent permitted by law.”


4.
All other terms and provisions of the Agreement not amended herein shall remain in full
  force and effect.    


IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute
this Amendment effective as of June 5, 2007.  


The Trust:
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Only on behalf of each Portfolio    
listed on Schedule C of the By: /s/ Karen L. Skidmore
Agreement    
    Name: Karen L. Skidmore
Title: Vice President
The Underwriter: FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
 
  By: /s/ Thomas Regner
 
  Name: Thomas Regner
    Title: Senior Vice President


The Company:
   
 
ING Life Insurance and Annuity Company
ING USA Annuity and LIfe Insurance
      Company
 

By: /s/ Michael C. Eldredge
  By: /s/ Richard Lau
 Name: Michael C. Eldredge   Name: Richard Lau
 Title: Vice President   Title: Vice President
 ReliaStar Life Insurance Company   ReliaStar Life Insurance Company of New
      York


 By: /s/ Richard Lau
  By: /s/ Richard Lau
 Name: Richard Lau   Name: Richard Lau
 Title: Vice President   Title: Vice President
 The Distributor:   Directed Services, Inc.
 

    By: /s/ James Shuchart
      Name: James Shuchart
      Title: General Counsel

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