ING Life Insurance and Annuity Company ING Insurance Company of America Hartford, CT 06156-3124 Attention: Lisa S. Gilarde Re: Third Amendment to Master Shareholder Services Agreement for the Franklin Templeton Funds

EXHIBIT 99-B.8.73

ING Life Insurance and Annuity Company

ING Insurance Company of America

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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Re: Third Amendment to Master Shareholder Services Agreement

for the Franklin ▇▇▇▇▇▇▇▇▇ Funds

Effective May 1, 2004, this Amendment is made to the Master Shareholder Services Agreement dated August 28, 2000, as amended November 13, 2000 and February 1, 2002 ("Agreement"), between ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) ("ILIAC," also referred to as "you"), Franklin ▇▇▇▇▇▇▇▇▇ Distributors, Inc. ("Distributors") and Franklin ▇▇▇▇▇▇▇▇▇ Investor Services, LLC ("Transfer Agent," together, Distributors and Transfer Agent shall be referred to as "we" or "us").

1.

All references in the Agreement (including any Exhibits thereto) to Aetna Life Insurance and Annuity Company ("ALIAC") are deleted and replaced with ING Life Insurance and Annuity Company ("ILIAC").

2.

ING Insurance Company of America ("IICA") is added as a party to the Agreement.

3.

Unless otherwise amended, all references in the Agreement (including any Exhibits thereto) to the word "you" shall now be defined as ILIAC and IICA, as appropriate.

4.

Paragraph 17 of the Agreement is deleted and replaced with the following:

If to you, to:

ING Life Insurance and Annuity Company;

ING Insurance Company of America

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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

If to us, to:

Franklin ▇▇▇▇▇▇▇▇▇ Distributors, Inc.

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Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, President

and:

Franklin ▇▇▇▇▇▇▇▇▇ Investor Services, LLC

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Attention: ▇▇▇▇▇ ▇. ▇▇▇, ▇▇., President

with a copy to:

Franklin ▇▇▇▇▇▇▇▇▇ Investments

Retirement Division

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Attention: ▇▇▇▇▇ ▇. ▇▇▇, Senior Vice President

Please acknowledge your agreement to the foregoing amendment by signing where indicated below.

By:

/s/ ▇▇▇▇▇ ▇. ▇▇▇

▇▇▇▇▇ ▇. ▇▇▇, President

By:

/s/ ▇▇▇▇▇ ▇. ▇▇▇, ▇▇.

▇▇▇▇▇ ▇. ▇▇▇, ▇▇., President

Accepted and agreed to:

ING Life Insurance and Annuity Company

By:

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇

Name:

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Title:

Vice President

Accepted and agreed to:

ING Insurance of America

By:

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇

Name:

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Title:

Vice President