Exhibit 99-B.8.38

                                                           NINTH AMENDMENT
                                                                             TO
                                                  PARTICIPATION AGREEMENT

                                                                 WITNESSETH

      WHEREAS, ING Life Insurance and Annuity Company (“ILIAC”) f/k/a Aetna Life
Insurance and Annuity Company (“ALIAC”), Fidelity Distributors Corporation (“the
Underwriter”) and Variable Insurance Products Fund (the “Fund”) have entered into a
Participation Agreement, dated February 1, 1994, and as amended on December 15, 1994,
February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997, November 6,
1997 and May 1, 1998 (the “Original Agreement”); and 

      WHEREAS, ILIAC, the Underwriter and the Fund desire to include ILIAC’s Variable
Annuity Accounts and Variable Life Accounts.

      WHEREAS, ILIAC, the Underwriter and the Fund desire to include ING USA ANNUITY
AND LIFE INSURANCE COMPANY (“ING USA”) and its Separate Accounts as a party to the
agreement.

      WHEREAS, ILIAC, the Underwriter and the Fund desire to include RELIASTAR LIFE
INSURANCE COMPANY (“RLIC”) and its Separate Accounts as a party to the agreement.

      WHEREAS, ILIAC, the Underwriter and the Fund desire to include RELIASTAR LIFE
INSURANCE COMPANY OF NEW YORK (“RLIC of NY”) and its Separate Accounts as a
party to the agreement.

      NOW THEREFORE, in consideration of the premises and the mutual covenants and
promises expressed herein, the parties agree as follows:

1.	Schedule A of the Original Agreement is hereby deleted and replaced with Schedule A effective as of August 15, 2007;
2.	The Original Agreement, as supplemented by this Ninth Amendment, is ratified and confirmed; and
3.	This Ninth Amendment may be executed in one or more counterparts, each of which will be an original and all of which, taken together, will be deemed one and the same document.

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IN WITNESS WHEREOF, the Parties have executed this Ninth Amendment as of the
date first above written.

ING Life Insurance and Annuity Company		Variable Insurance Products Fund
By:	/s/ Michael C. Eldredge	By:	/s/ Kimberley Monasterio
Name:	Michael C. Eldredge	Name:	Kimberley Monasterio
Title:	Vice President	Title:	Treasurer, SVP
Fidelity Distributors Corporation		ING USA Annuity and Life Insurance Company
By:	/s/ William Loehning	By:	/s/ Richard K. M. Lau
Name:	William Loehning	Name:	Richard K. M. Lau
Title:	EVP, Institutional	Title:	Vice President
ReliaStar Life Insurance Company
By:	/s/ Richard K. M. Lau
Name:	Richard K. M. Lau
Title:	Vice President
ReliaStar Life Insurance Company of New York
By:	/s/ Richard K. M. Lau
Name:	Richard K. M. Lau
Title:	Vice President

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                                                                      SCHEDULE A
                                                        (Effective as of August 15, 2007)



ING Life Insurance and Annuity Company and all of its Variable Annuity and Variable Life Accounts


ING USA Annuity and Life Insurance Company and all of its Separate Accounts


ReliaStar Life Insurance Company and all of its Separate Accounts


ReliaStar Life Insurance Company of New York and all its Separate Accounts

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