ING LIFE INSURANCE & ANNUITY CO
EX-10.(O)
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<TYPE>EX-10.(O)
<SEQUENCE>11
<FILENAME>a2131720zex-10_o.txt
<DESCRIPTION>EX-10.(O)
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                                                                  EXHIBIT 10.(o)

                               SERVICES AGREEMENT

This Services Agreement ("Agreement") is made this first day of June, 2002,
("Effective Date") by and between ING Life Insurance and Annuity Company, an
insurance company organized and existing under the laws of the state of
Connecticut ("Company"), and ING Financial Advisers, LLC, a broker-dealer
organized and existing under the laws of the state of Delaware ("Service
Provider").

                                    RECITALS

      WHEREAS, Service Provider is a broker-dealer registered with and a member
of the National Association of Securities Dealers and a investment advisor
registered with the Securities and Exchange Commission with experience and
expertise in broker-dealer and financial advisory services and investment; and

      WHEREAS, Service Provider possesses certain resources, including
experienced personnel, facilities and equipment, which enables it to provide
certain administrative, management, professional, advisory, consulting and other
services to the others ("Services"); and

      WHEREAS, Company desires to obtain certain services from Service Provider
as described herein for the benefit if its customers;

      WHEREAS, each party contemplates that such an arrangement will achieve
operating economies, synergies and expense savings, and improve services to the
benefit of its policyholders or contractholders; and

      NOW, THEREFORE, in consideration of these premises and of the mutual
promises set forth herein, and intending to be legally bound hereby, the parties
agree as follows:

      1.    SERVICES.

            (a)   Subject to the terms, conditions, and limitations of this
Agreement, the Service Provider will perform for the Company such of the
Services described in Exhibit A, attached hereto and incorporated herein by this
reference, as the Company may from time to time request.

            (b)   The Service Provider shall employ all operating and management
personnel necessary to provide the Services required by this Agreement. The
Service Provider shall also maintain such facilities and equipment and arrange
for provision of services by third parties as it deems reasonably necessary in
order to provide the Services required by the Agreement.

            (c)   The Service Provider shall keep and maintain or cause to be
kept and maintained full and complete documentation and records related to the
Services provided including the accounting necessary to support charges for
Services. The Service Provider shall maintain custody of said documentation and
records and shall make them available to the Company and the appropriate
insurance regulator of the Company upon request.

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      2.    CHARGES FOR SERVICES.

            (a)   It is the intention of the parties that the charges for the
Services provided under this Agreement be determined in accordance with fair and
reasonable standards and that no party realize a profit nor incur a loss as a
result of the Services rendered pursuant to this Agreement.

            (b)   The Company agrees to reimburse the Service Provider for all
direct costs incurred on behalf of the Company and for all indirect costs which
may be charged to the Company as follows:

                  (i)   "Direct Costs" include costs incurred by the Service
Provider for Services provided directly to the Company, including but not
limited to: (a) All costs incident to any employee or employees who are employed
in rendering Services to the Company, such as salary, payroll taxes, and
benefits and (b) the cost of other reasonable and necessary business expenses
incurred by employees who are employed in rendering Services to the Company such
as training, travel and lodging. Direct Costs shall be charged in accordance
with reasonable functional cost studies and/or other information and
methodologies used by the Service Provider for internal cost distribution
including, where appropriate, an analysis of time spent by each employee
providing Services to the Company and/or the percentage of administrative
systems utilized. Data for this analysis will be collected through tracking of
unit costs of Services, through time studies conducted periodically, or through
other methods consistent with customary insurance accounting practices
consistently applied. Annually, the bases for determining direct costs shall be
modified and adjusted by mutual agreement of the Service Provider and the
Company, where necessary or appropriate, to fairly and equitably reflect the
actual cost incurred by the Service Provider on behalf of the Company.

                  (ii)  "Indirect Costs" include all other costs incurred by the
Service Provider in rendering Services to the Company, including but not limited
to the cost of rent or depreciation of office space, utilities, office
equipment, and supplies utilized by employees who are employed in rendering
Services to the Company. Indirect costs shall be charged to the Company based on
the proportion of total direct costs chargeable to the Company under
subparagraph (i), herein. In other words, if the direct costs chargeable to the
Company represents 20% of the Service Provider's total direct costs, then 20% of
the Service Provider's indirect costs will be charged to the Company.

            (c)   The charges for Direct Costs and Indirect Costs referred to
above shall be made by the Service Provider on a monthly, quarterly or annual
basis as appropriate for the particular Service. Payment of such charges shall
be made within 30 days after tender.

            (d)   In the event the Service Provider or the Company should
discover upon review of its accounting by its internal auditors, independent
auditor, any state insurance department, or other regulatory agency, that an
amount charged for Services provided hereunder was erroneous, the party
discovering the error will give prompt notice of such error to the affected
party under this Agreement. Such notice shall contain a description of the
accounting error, corrective action and supporting documentation. Any amounts
owing as a result of the correction shall be paid within sixty (60) days after
notice has been given.

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            (e)   The Company shall have the right to inspect and audit, upon
reasonable notice to the Service Provider, all books and records of the Service
Provider related to the provision of the Services so as to verify the accuracy
of all expenses reimbursed under this Agreement.

      3.    TERM.

      This Agreement shall be effective as of the Effective Date, and shall end
on the 31st day of December, 2002. This Agreement shall be automatically renewed
on the first day of each calendar year thereafter for a twelve-month period
under the same terms and conditions, subject to the provisions for termination
set forth herein.

      4.    TERMINATION.

      This Agreement may be terminated by the Service Provider or by the
Company by providing thirty (30) days' written notice to that effect addressed
to the other party. Any Services provided following the effective date of
termination which, by their nature, continue after termination shall be provided
under the same terms and conditions which prevailed at the time of such notice.

      5.    STANDARD OF SERVICE.

      The Service Provider shall perform the Services in a competent and
professional manner according to standards agreed upon by the Service Provider
and the Company. The Service Provider agrees that it will exercise due diligence
to abide by and comply with all laws, statutes, rules, regulations, and orders
of any governmental authority in the performance of its Services under this
Agreement. The Service Provider will conduct its business and perform its
obligations in a manner which will not cause the possible revocation or
suspension of the Company's Certificate(s) of Authority or cause the Company to
sustain any fines, penalties, or other disciplinary action of any nature
whatsoever.

      6.    LIMITATION OF AUTHORITY.

      The Company shall retain ultimate control and responsibility for all
Services that it has delegated to the Service Provider under this Agreement. In
no event shall the Services involve control of the management of the business
and affairs of the Company. The Service Provider shall provide Services
hereunder as an independent contractor, and shall act hereunder so as to assure
the separate operating identity of the Company. While rendering Services to the
Company pursuant to this Agreement, the Service Provider, its officers and
employees shall not at any time or for any purpose be considered agents of the
Company unless otherwise expressly agreed to by the parties. Under no
circumstances shall the Services provided pursuant to this Agreement be deemed
to be those of a third party administrator pursuant to any applicable state
statutes.

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      7.    INDEMNIFICATION.

            (a)   The Company hereby agrees to indemnify, defend and hold
harmless the Service Provider, its officers, directors and employees, from and
against any and all claims, demands, losses, liabilities, actions, lawsuits and
other proceedings, judgements and awards, and costs and expenses (including
reasonable attorneys' fees), arising directly or indirectly, in whole or in part
out of any action taken by the Service Provider within the scope of its duties
or authority hereunder, excluding only such of the foregoing as result from the
negligence or willful acts or omissions of the Service Provider, its officers,
directors, agents and employees. The provisions of this section shall survive
termination of this Agreement.

            (b)   The Service Provider hereby agrees to indemnify, defend and
hold harmless the Company and its officers, directors and employees from and
against any and all claims, demands, losses, liabilities, action, lawsuits and
other proceedings, judgments and awards, fines and penalties, and costs and
expenses (including reasonable attorneys' fees), arising directly or indirectly,
in whole or in part, out of the negligence or any willful act or omission of the
Service Provider or of any of its officers, directors, agents or employees, in
connection with this Agreement or the performance of the Service Provider's
Services hereunder, or out of any action taken by the Service Provider beyond
the scope of the Service Provider's duties or authority hereunder. The
provisions of this section shall survive termination of this Agreement.

      8.    NOTICES.

      All notices, requests, and communications required or permitted under
this Agreement shall be in writing and deemed given when addressed to the
applicable address set forth in Exhibit B attached hereto and (i) delivered by
hand to an officer of the other party, (ii) deposited with the U.S. Postal
Service, as first-class certified or registered mail, postage prepaid, or (iii)
deposited with an overnight courier. Any notice of a change of address shall be
given in the same manner.

      9.    COOPERATION.

      Each party to this Agreement shall cooperate with the other party, and
with appropriate governmental authorities (including, without limitation, the
Securities and Exchange Commission, the National Association of Securities
Dealers and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.

      10.   ARBITRATION.

      Any controversy or claim arising out of or relating to this Agreement, or
the breach thereof, shall be settled by arbitration in accordance with the Rules
of the American Arbitration Association, and judgment upon the award may be
entered in any Court having jurisdiction thereof.

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      11.   WAIVER.

      No waiver of any provision of this Agreement shall be deemed, or shall
constitute, waiver of any other provision, whether or not similar, nor shall any
waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver. Failure of any party to
exercise or delay in exercising any right or power granted under this Agreement
shall not operate as a waiver of any such right or power.

      12.   MISCELLANEOUS.

      This Agreement may not be assigned by either party without the prior
written consent of the other party. This Agreement constitutes the entire
agreement of the parties hereto. This Agreement may be amended only by a written
instrument executed by both parties. If any portion of this Agreement is invalid
under any applicable statute or rule of law, it shall not affect the remainder
of this Agreement which shall remain valid and binding. This Agreement shall be
binding on the parties, their legal representatives and successors. This
Agreement shall be construed in accordance with and governed by the laws of the
State of Connecticut, without regard to principles of conflict of laws.

      13.   COUNTERPARTS.

      This Agreement may be executed in separate counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.

                                        ING Financial Advisers, LLC

                                        By:   /s/ Christina Lareau
                                              --------------------
                                        Name:     Christina Lareau
                                        Title:    Vice President

                                        ING Life Insurance and Annuity Company

                                        By:   /s/ Paula Cludray-Engelke
                                              -------------------------
                                        Name:     Paula Cludray-Engelke
                                        Title:    Secretary

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                                    Exhibit A

-     Financial counseling and related counseling and education services to
      existing and potential policyholders, contractholders, certificate
      holders, beneficiaries, and other customers of Company, including in
      connection with payment of life benefit proceeds to beneficiaries of life
      insurance policies and related products.

-     Administrative services, including customer service, establishment and
      maintenance of customer benefit accounts and information files, processing
      account payments, and tax reporting.

-     Preparation of sales promotional items, advertising materials and training
      programs.

-     Related financial and other reporting, including reconciliation of
      customer checkbook accounts with Company's general ledgers and tracking
      expenses related to claim payouts, administration of checkbook accounts
      and other expenses related to provision of the services, information and
      data processing services, and printing, record, file, mail and supply
      services.

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                                    Exhibit B
                              Addresses for Notice

      ING Financial Advisers, LLC
      151 Farmington Avenue
      Hartford, CT 06156

      ING Life Insurance and Annuity Company
      151 Farmington Avenue
      Hartford, CT 06156

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