Exhibit (h.11)

                         AMENDMENT TO ING PARTNERS, INC.

                         SHAREHOLDER SERVICING AGREEMENT
                              SERVICE CLASS SHARES


         This Amendment is dated as of the __ day of _____ , 2003 by and between
ING Partners, Inc. (the "Fund") and ING Life Insurance and Annuity Company (the
"Service Organization") (collectively, the "Parties").

         WHEREAS, the Parties entered into a Shareholder Servicing Agreement on
November 27, 2001 (the "Agreement");

         WHEREAS, the Parties desire to amend said Agreement in the manner
hereinafter set forth;

         NOW THEREFORE, the parties hereby amend the Agreement in the following
form:

         1. By replacing the existing Schedule A with the Schedule A attached
            hereto.

         2. All of the other provisions contained in the Agreement shall remain
            in full force and effect.


IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.

                                        ING Partners, Inc.

                                        By:
                                              -------------------------
                                        Name:  Laurie M. Tillinghast
                                        Title: President

                                        ING Life Insurance and Annuity Company

                                        By:
                                              -------------------------
                                        Name:  Laurie M. Tillinghast
                                        Title: Vice President


                                   SCHEDULE A



  Adviser Class shares of the following ING Partners, Inc. portfolios:      Annual Rate
                                                                            
         Alger Growth Portfolio                                                0.25%
         Alger Aggressive Growth Portfolio                                     0.25%
         American Century Small Cap Value Portfolio                            0.25%
         Baron Small Cap Growth Portfolio                                      0.25%
         Brinson Tactical Asset Allocation Portfolio                           0.25%
         DSI Enhanced Index Portfolio                                          0.25%
         Goldman Sachs(R) Capital Growth Portfolio                             0.25%
         JPMorgan Mid Cap Value Portfolio                                      0.25%
         MFS Capital Opportunities Portfolio                                   0.25%
         MFS Emerging Equities Portfolio                                       0.25%
         MFS Global Growth Portfolio                                           0.25%
         MFS Research Portfolio                                                0.25%
         OpCap Balanced Value Portfolio                                        0.25%
         PIMCO Total Return Portfolio                                          0.25%
         Salomon Brothers Investors Value Portfolio                            0.25%
         Salomon Brothers Capital Portfolio                                    0.25%
         Scudder International Growth Portfolio                                0.25%
         T. Rowe Price Growth Equity Portfolio                                 0.25%
         Van Kampen Comstock Portfolio                                         0.25%
         [Alger Capital Appreciation Portfolio]                               [0.25%]
         [Goldman Sachs Core Equity Portfolio]                                [0.25%]

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*Goldman Sachs(R) is a registered service mark of Goldman, Sachs & Co., and it is used
 by agreement with Goldman, Sachs & Co.