PROGRAM SERVICES AGREEMENT

Exhibit 10.27

PROGRAM SERVICES AGREEMENT

between

ING Life Insurance and Annuity Company

and

ABA Retirement Funds

TABLE OF CONTENTS

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THIS PROGRAM SERVICES AGREEMENT (the "Agreement") is entered into on              , 2008, by and between ING Life Insurance and Annuity Company ("ING") and the ABA RETIREMENT FUNDS ("ABA RF").

W I T N E S S E T H:

WHEREAS, ABA RF sponsors the ABA Retirement Funds Program (the "Program") under which it has established the American Bar Association Members Defined Benefit Pension Plan (the "ABA Members Pension Plan"), the American Bar Association Members Retirement Plan (the "ABA Members Retirement Plan"), the American Bar Association Members Retirement Trust (the "Master Trust") and the American Bar Association Members Pooled Trust for Retirement Plans (the "Pooled Trust"); and

WHEREAS, pursuant to an Administrative and Investment Management Agreement between ABA RF and State Street Bank and Trust Company ("State Street"), as amended and restated effective November 18, 2002 (the "State Street Agreement"), as amended, State Street has been responsible for performing trustee, investment, recordkeeping, communications and sales and marketing services for the Program;

WHEREAS, ING Institutional Plan Services, LLC, a Delaware limited liability company and formerly called Citistreet, LLC ("IPS"), has performed the recordkeeping, communications and sales and marketing services with respect to the Program pursuant to the Administrative Services Agreement, dated as of April 1, 2000, between State Street and Citistreet, LLC, a Delaware limited liability company, as contemplated by Exhibit A to the State Street Agreement;

WHEREAS, pursuant to Sections 15.01 and 15.03 of the State Street Agreement, ABA RF and State Street each have the right to terminate the State Street Agreement by notice to the other party as specified therein;

WHEREAS, on August 15, 2008, ABA RF entered into an agreement with another vendor whereby such vendor shall provide the trustee and fiduciary investment services for the Program previously provided by State Street pursuant to the State Street Agreement;

WHEREAS, ABA RF desires to engage ING to perform the recordkeeping, communications and sales and marketing services for the Program for which State Street previously was primarily responsible; and

WHEREAS, ABA RF and ING desire to establish their relationship pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and undertakings, and subject to the terms and conditions, hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1 DEFINITIONS

1.01 " ABA " means the American Bar Association and any successor thereto.

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1.02 " ABA Members Collective Trust " means the American Bar Association Members/Northern Trust Collective Trust, a group trust established and maintained pursuant to a Declaration of Trust, dated July 1, 2009 or such other date as may be mutually agreed upon by Northern Trust, NTI and ABA RF, in a form approved by ABA RF, as an amendment and restatement of, or otherwise as successor to, the American Bar Association Members/State Street Collective Trust as in effect at the close of business on the day before the Effective Date, and maintained by Northern Trust for the purpose of providing certain Investment Options to Participant Accounts and Plan Accounts under the Program.

1.03 " ABA Members Pension Plan " means the American Bar Association Members Defined Benefit Pension Plan, as amended and in effect from time to time.

1.04 " ABA Members Plans " means the ABA Members Pension Plan and the ABA Members Retirement Plan, collectively.

1.05 " ABA Members Retirement Plan " means the American Bar Association Members Retirement Plan, as amended and in effect from time to time.

1.06 " ABA RF " means the ABA Retirement Funds, an Illinois not-for-profit corporation, and any successor through which qualified retirement plans are offered to Qualified Employers.

1.07 " ABA RF Program Services Unit " means the program services unit of ING described in Section 9.03.

1.08 " Affiliate " means any person or entity, including any general partnership, limited partnership, corporation, joint venture, business trust, limited liability partnership, limited liability company or similar organization, that, directly or indirectly, controls, is controlled by, or is under common control with ING.

1.09 " Aggregate Recordkeeping Plan " means (a) any Master Plan established pursuant to the ABA Members Pension Plan except as to any Prior Plan Accounts under such Master Plan or (b) any Non-Master Plan with respect to which the Program Trustee has not agreed to maintain separate accounts for the Participants.

1.10 " Annual Sales and Marketing Plan " means the sales and marketing plan submitted by ING to ABA RF pursuant to Section 5.01, as such plan is amended and in effect from time to time.

1.11 " Board " means the Board of Directors of ABA RF, or the comparable governing body of any successor thereto.

1.12 " Business Day " means any day on which the New York Stock Exchange is open for trading. Any other reference in this Agreement to a "day," "week," "quarter," or "year" shall mean, respectively, a calendar day, a calendar week, a calendar quarter or a calendar year.

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1.13 " Cause " means behavior by ABA RF that is described in Section 12.02 which gives ING certain rights with respect to this Agreement.

1.14 " Code " means the Internal Revenue Code of 1986, as amended and in effect from time to time.

1.15 " Date of Termination " means the date specified in the Notice of Termination delivered pursuant to Section 12.01 or 12.03, as applicable, as the date as on which this Agreement shall terminate.

1.16 " Effective Date " means May 1, 2009 or such earlier date as may be agreed to by the parties.

1.17 " Employer " means (a) any Qualified Employer that maintains a Plan and (b) any successor to any such Qualified Employer that agrees, or is required by operation of law, to continue the Plan.

1.18 " ERISA " means the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.

1.19 " Extension Period " means the period immediately following the Date of Termination during which ING, at the written request of ABA RF, is obligated to perform its obligations and is entitled to exercise its rights under this Agreement pursuant to Sections 12.05 and 12.06.

1.20 " Fund " means any Investment Option that is a collective investment fund established from time to time under the ABA Members Collective Trust.

1.21 " Good Order " means ING’s receipt of data, information, approvals and authorizations that conform to ING’s reasonable instructions, as mutually agreed to by the parties, to Employers, Participants, or Investment Fiduciaries, as the case may be, regarding the timing, form and method of transmission of information, consents or assets relevant to the various services provided under this Agreement and which shall be communicated to Employer Firms.

1.22 " Indemnified Person " means any person or entity entitled to indemnification pursuant to Sections 9.07 and 11.04.

1.23 " Individual Recordkeeping Plan " means (a) any Master Plan established pursuant to the ABA Members Retirement Plan, (b) any Master Plan established pursuant to the ABA Members Pension Plan but only with respect to Prior Plan Accounts and (c) any Non-Master Plan with respect to which the Program Trustee has agreed to maintain separate accounts for Participants.

1.24 " ING " means ING Life Insurance and Annuity Company, a Connecticut corporation. References to ING shall include references to Affiliates of ING, including, without limitation, IPS.

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1.25 " Investment Advisor " means any person or entity in the business of acting as a fiduciary providing investment allocation advice to participants in various retirement plans to make recommendations, or provide investment advice, to Participants regarding the allocations of the assets held on their behalf under the Trusts among the Funds.

1.26 " Investment Fiduciary " means in the case of a Plan Account, the person or entity having investment discretion with respect to the investment in, and allocation among, Investment Options of the assets of such Plan Account.

1.27 " Investment Option " means any investment offered to, or obtained for Participant Accounts or Plan Accounts under the Program, including, without limitation, the Self-Managed Option.

1.28 " IPS " means ING Institutional Plan Services, LLC, a Delaware limited liability company.

1.29 " Major Vendor " means any person or entity providing material services to the Program that ING has engaged for the benefit of the Program to provide customer services, sales and marketing services, Plan or Participant recordkeeping services, communications services, actuarial services or paying agent services (provided, that such paying agent services shall be performed by a party other than Northern Trust or State Street).

1.30 " Master Plan " means any employee benefit plan established and maintained by a Qualified Employer pursuant to either of the ABA Members Plans.

1.31 " Master Trust " means the trust maintained under the ABA Members Plans, known as of the Effective Date as the American Bar Association Members Retirement Trust, as amended and in effect from time to time.

1.32 " Non-Master Plan " means any employee benefit plan (other than a Master Plan) that is established and maintained by a Qualified Employer, and with respect to which the Pooled Trust has been adopted.

1.33 " Northern Trust " means The Northern Trust Company, a banking corporation organized and existing under the laws of the State of Illinois, and any entity that succeeds to Northern Trust’s obligations under the Northern Trust Agreement by operation of law or to which such obligations are otherwise assigned with the consent of ABA RF. References to Northern Trust hereunder shall, where appropriate, be deemed to include NTI for any period during which NTI is the Program Trustee.

1.34 " Northern Trust Agreement " means the Fiduciary Investment Services Agreement among Northern Trust, NTI and ABA RF, dated August 15, 2008, as amended.

1.35 " Notice of Termination " means a written notice delivered by ING or by ABA RF pursuant to Section 12.01 or 12.03, as applicable, declaring an intent to terminate this Agreement.

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1.36 " NTI " means Northern Trust Investments, N.A., a national banking association with trust powers, and any entity that succeeds to NTI’s obligations under the Northern Trust Agreement by operation of law or to which such obligations are otherwise assigned with the consent of ABA RF.

1.37 " Participant " means any person for whom benefits under a Plan are provided under the Trusts including, where the context so requires, (a) a beneficiary designated under the terms of a Plan to receive a benefit after the death of a Participant and (b) a person designated by an Employer in writing to ING as having been determined by the Employer to be an alternate payee entitled to benefits under the Trust in accordance with a qualified domestic relations order as defined in Section 414(p) of the Code.

1.38 " Participant Account " means any account established and maintained for a Participant, in the case of a Plan for which the Participant is authorized to direct the investment in, and allocation among, Investment Options of the amounts attributable to such Participant’s accounts in the Plan (or applicable portion thereof).

1.39 " Plan " means a Master Plan, Non-Master Plan, or both, as the case may be.

1.40 " Plan Account " means any account established and maintained for a Plan, in the case of a Plan (or portion thereof) for which Participants are not authorized to direct the investment in, and allocation among, Investment Options.

1.41 " Pooled Trust " means the trust maintained under the Program to hold assets of Non-Master Plans, known as of the Effective Date as the American Bar Association Members Pooled Trust for Retirement Plans, as amended and in effect from time to time.

1.42 " Prior Plan Account " means any account established and maintained for amounts attributable to accounts under another qualified plan and transferred to the Program Trustee of the Master Trust in accordance with applicable provisions of a Master Plan under the ABA Members Pension Plan.

1.43 " Program " means the program sponsored by ABA RF for Qualified Employers that provides for administrative, recordkeeping, custodial and investment services and includes the ABA Members Plans, the Trusts and the Investment Options, known as of the Effective Date as the ABA Retirement Funds Program, as amended from time to time.

1.44 " Program Data and Records " means (a) all Participant, Plan, Employer and Investment Fiduciary records acquired by, provided to, created by or maintained by ING pursuant to this Agreement, (b) all information and data made available to ING by any Major Vendor engaged by ING in connection with performing service for the benefit of the Program, (c) all reports compiled by ING (or any person engaged by ING) pursuant to, or otherwise in the course of performing its obligations under, this Agreement and (d) all data, records and other information derived from any of the foregoing.

1.45 " Program Interface Agreement " means the agreement entered into between ING and the Program Trustee pursuant to Section 9.01.

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1.46 " Program Trustee " means the organization or entity engaged by ABA RF to provide trustee services for the Program.

1.47 " Purchase Order " means an agreement entered into between ING and ABA RF or an Employer, as the case may be, pursuant to which additional services or a service modification shall be provided to ABA RF or such Employer. Such Purchase Order shall (i) be in a form mutually agreed to by the parties thereto; (ii) include, without limitation, a detailed description of such additional services or service modification, date of implementation of such additional services or service modification, and related additional fees, if applicable and (iii) be executed by authorized representatives of the parties thereto.

1.48 " Qualified Bar Association " means an organization that is represented in the House of Delegates of the ABA.

1.49 " Qualified Employer " means (a) any sole practitioner, partnership, corporation, limited liability partnership, limited liability company or association engaged in the practice of law, provided that the sole practitioner or at least one partner of the partnership, one shareholder of the corporation or one member of the limited liability partnership or company is a member or associate of the ABA or of a Qualified Bar Association, (b) the ABA, (c) any Qualified Bar Association, and (d) any organization that does not engage in the practice of law but is closely associated with the legal profession, which receives the approval of ABA RF, and which has as an owner or a member of its governing board a member or associate of the ABA.

1.50 " SEC " means the Securities and Exchange Commission and any successor thereto.

1.51 " Self-Managed Option " means the Investment Option available under the Trusts, pursuant to which a Participant or Investment Fiduciary may designate the investment of assets of a Participant’s account or of a Plan, as the case may be, in securities (other than those issued by the ABA Members Collective Trust) selected by such Participant or Investment Fiduciary.

1.52 " Service Standards " means those identified minimum performance standards established by agreement between ING and ABA RF and set forth in Appendix A, as amended from time to time pursuant to Section 9.02.

1.53 " State Street " means State Street Bank and Trust Company, a trust company organized and existing under the laws of The Commonwealth of Massachusetts, and any entity that succeeds to State Street’s obligations under the State Street Agreement by operation of law or to which such obligations are otherwise assigned with the consent of ABA RF.

1.54 " State Street Agreement " means the Administrative and Investment Management Agreement between ABA RF and State Street, as amended and restated effective November 18, 2002, as amended.

1.55 " Transfer Completion Date " means the date as of which ABA RF or a third party designated by it assumes full responsibility for ING’s obligations to perform services under this Agreement, which shall be the later of the Date of Termination or the end of the Extension Period.

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1.56 " Trust " means the Master Trust, the Pooled Trust, and "Trusts" means both the Master Trust and the Pooled Trust.

ARTICLE 2 MAINTENANCE OF TRUSTS AND PLANS

2.01 Establishment and Maintenance of the ABA Members Collective Trust and the Trusts . ABA RF represents that Northern Trust shall, no later than the effective date specified in the Northern Trust Agreement, become the Program Trustee and shall maintain in accordance with the Northern Trust Agreement and in accordance with its Declaration of Trust, the ABA Members Collective Trust with exclusive management and control over the assets thereof until the "transfer completion date" (as such term is defined in the Northern Trust Agreement). Pursuant to the ABA Members Collective Trust, Northern Trust shall have the exclusive fiduciary responsibility with respect to the establishment and maintenance of the ABA Members Collective Trust and the Trusts and ING shall have no responsibility whatsoever with respect to the establishment or maintenance of the ABA Members Collective Trust and the Trusts, except to the extent provided in Sections 2.04, 3.01, 3.02, 4.05 and 4.07. ING shall have no responsibility under the terms of this Agreement with respect to assets not held in trust by the Program Trustee.

2.02 Necessary Amendments to Trusts and ABA Members Plans and Trusts . ABA RF, as sponsor of the ABA Members Plans, shall make all amendments to the ABA Members Plans and any form of participation agreement or other agreements thereunder and to the Trusts that are necessary to comply with ING’s reasonable administrative requirements or to comply with applicable laws, regulations, revenue rulings, revenue procedures, advisory opinions or other governmental pronouncements. All such amendments shall be made in accordance with the following procedures:

(a) If ABA RF has prepared a necessary amendment to the ABA Members Plans or any form of participation agreement or other agreement thereunder or to the Trusts, it shall provide such amendment to ING for review and ING shall be entitled to make comments and suggestions with respect thereto (to which ABA RF shall give full consideration), and shall conduct its reviews under this Section in accordance with a reasonable schedule specified by ABA RF or, if none is specified, within a reasonable period of time. To the extent such an amendment requires additional material services, the provision of such additional services shall be governed by Section 10.02.

(b) ABA RF shall, to the extent necessary, submit such necessary amendments to the Internal Revenue Service for approval. ABA RF shall provide copies of such submissions to ING for review prior to submission and ING shall (i) be entitled to make comments and suggestions (to which ABA RF shall give full consideration), (ii) conduct such reviews in accordance with a reasonable schedule specified by ABA RF or, if none is specified, within a reasonable period of time, and (iii) offer timely assistance to ABA RF in making such submissions and obtaining approvals thereof.

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(c) Outside legal expenses incurred by either ABA RF or ING pursuant to this Section shall be paid by such party incurring such expense.

2.03 Other Amendments to the Trusts and ABA Members Plans . From time to time, ABA RF and ING may each notify the other of proposed amendments or changes to the Trusts, the ABA Members Plans and any form of participation agreement or other agreement thereunder that such party believes are appropriate or desirable in connection with the Program, but not required under Section 2.02, in accordance with the following procedures:

(a) ABA RF, as sponsor of the ABA Members Plans, shall be responsible for making any amendment to the ABA Members Plans and any form of participation agreement or other agreement thereunder and to the Trusts.

(b) Each party shall cooperate with the other to make such amendments as both parties agree are reasonable and practicable, subject to the terms of this Agreement, including without limitation, discussions with the trustee of the Trusts regarding the same.

(c) Each party shall be entitled to make comments and suggestions on such amendments, to which the other party shall give full consideration, subject to agreement by the trustee of the Trusts.

(d) ABA RF shall, to the extent necessary, submit such amendments to the Internal Revenue Service and other governmental agencies for approval and shall provide ING with copies of the submissions prior to submission for review.

(e) ING shall offer timely assistance to ABA RF in making such submissions and obtaining such approvals as may be necessary or advisable, including by conducting its reviews under this Section in accordance with a reasonable schedule specified by ABA RF or, if none is specified, within a reasonable period of time.

(f) Outside legal expenses incurred by either ABA RF or ING pursuant to this Section shall be paid by such party incurring such expense.

2.04 Notice to Employers of Amendments . Assuming that the Program Trustee carries out its applicable obligations under the Northern Trust Agreement or the Program Interface Agreement and subject to Section 8.02, ING shall promptly notify each affected Employer of (a) any amendments to the Trusts, the ABA Members Plans and any form of participation agreement or other agreement thereunder, including amendments required to comply with applicable laws or regulations, and (b) any actions the Employer must take to conform to such amendments.

2.05 Assistance to Employers . ING shall provide technical, operational and other appropriate assistance to each Employer that adopts one or both of the ABA Members Plans, including, without limitation, services as to (a) the design, operation and interpretation of the Master Plan, (b) the procedures to be used in making elections under the Master Plan, (c) the annual reports required to be filed with the Internal Revenue Service and other federal agencies, (d) the application for Internal Revenue Service approval of the Master Plan and (e) the

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distribution options available from time to time under the ABA Members Plans. In order to provide assistance to the Employers, ING shall maintain one or more toll-free telephone numbers and, subject to Section 9.03, employ an adequate number of customer service representatives, each as reasonably anticipated to be required to respond to Employers’ inquiries on a timely and responsive basis, in accordance with the applicable Service Standards.

2.06 Plan Interpretation . ABA RF, as sponsor of the Program, shall provide any legal or other technical assistance as it may, from time to time, determine is necessary or appropriate to assist ING with the proper interpretation and operation of the Master Plans with respect to issues brought to ABA RF’s attention by ING or otherwise. Outside legal and other expenses incurred by ABA RF pursuant to this Section shall be paid by ABA RF, but may be reimbursed by the Trusts or the ABA Members Collective Trust to the extent permitted by the Northern Trust Agreement.

ARTICLE 3 SERVICES WITH RESPECT TO PLAN ADMINISTRATION AND INVESTMENT OPTIONS

3.01 Plan Recordkeeping . Subject to compliance with applicable Service Standards and receipt of required instructions or information in Good Order, ING shall maintain records for the Employers, Investment Fiduciaries and Participants reflecting all interest in the Funds purchased, redeemed and exchanged by the Employers, Investment Fiduciaries and Participants (including the date, price, and units), including the cost, unit and market values thereof, as applicable, and all re-investments of dividends and capital gains distributions paid, as applicable. ING shall reconcile on each Business Day all such transactions involving shares or units of the Funds (including purchases, redemptions and exchanges) with the corresponding transactions on the IPS recordkeeping system. In addition, such records shall also disclose the aggregate positions of Employers, Participants or Investment Fiduciaries in the Self-Managed Option.

Investment transactions received by ING shall be based on: (i) Participant and Employer transactions which are recorded on the IPS recordkeeping system; or (ii) other authorized transaction directions received by ING from Investment Fiduciaries which are recorded on the IPS recordkeeping system. ING shall transmit a purchase and/or redemption instruction on behalf of the Program to the Program Trustee, reflecting the net or aggregate activity of all investment transaction activity. For purposes of this Agreement, investment instructions shall include any investment instruction, received in Good Order:

(A) to invest contributions and loan repayments in an Investment Option;

(B) to exchange existing amounts held on behalf of any Participant to or out of an Investment Option in accordance with the terms and conditions of the Plan; and

(C) to pay loan, withdrawal or distribution proceeds to a Participant from an Investment Option in accordance with the terms and conditions of the Plan.

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ING’s obligations under this Section 3.01 shall be subject to the proper performance by the Program Trustee under the Program Interface Agreement, and shall not be applicable with respect to assets held under a Plan by a trustee other than the Program Trustee.

3.02 Forms/Administrator’s Guide . Subject to Section 8.02, ING shall design, maintain and provide to Employers, Participants, and Investment Fiduciaries, as the case may be, such forms as are necessary under the ABA Members Plans and the Trusts in order to make contributions, to request distributions and withdrawals, to designate beneficiaries and to make elections in accordance with the applicable provisions of the Code and ERISA regarding survivor benefits, and such other forms as are or may become necessary for the administration of the Plans and Trusts. Subject to applicable laws and regulations and as otherwise determined by ABA RF, in its sole and absolute discretion, all forms shall either bear the logo of the Program or the logos of the Program and ING. ING shall also design, maintain and provide to Employers an administrator’s guide which provides instruction on use of such forms and proper administration of the Master Plan. Any changes to existing forms and any new forms shall be furnished to ABA RF as provided in Section 8.02.

3.03 Telephone Service . ING shall, subject to Section 8.02, make available to Participants and Investment Fiduciaries a telephone service using customer service representatives and a voice response system through which a Participant or Investment Fiduciary may authorize and direct ING to (i) change the manner in which future contributions shall be allocated among the Investment Options and (ii) make transfers between Investment Options. Such telephone service shall include the availability of participant service representatives for not less than twelve (12) hours during each Business Day. The use of such telephone service shall be subject to applicable laws and regulations and to such reasonable requirements and procedures as ING may establish from time to time, a copy of which ING shall provide to ABA RF; provided, however, that all authorizations and directions made through such telephone service using customer service representatives shall be recorded. ING shall administer the transfer transactions authorized by telephone in accordance with Section 3.01.

3.04 Internet Services . ING shall, subject to Section 8.02, make available to Employers, Participants and Investment Fiduciaries an Internet accessible service with features and functions as are reasonably requested by ABA RF or are made available to any other customer of ING and suitable for the Program, including the ability of Participants and Investment Fiduciaries to (i) make contributions, (ii) obtain account balance information, (iii) obtain current information regarding unit values and rates of return of Funds (as determined under the ABA Members Collective Trust) and other appropriate performance information relating to the Funds and, to the extent such information has been provided to ING, the Investment Options, (iv) change the manner in which future contributions shall be allocated among the Investment Options, (v) make transfers between Investment Options, (vi) model and request participant loans, (vii) access Program forms, (viii) subject to applicable laws and regulations and the internal compliance policies of ING, submit certain required Program forms, in Good Order and (ix) and make available a direct hyperlink to the Self-Managed Option’s provider’s website, to the extent available. ING shall administer the transactions authorized pursuant to this Section in accordance with Section 3.01. Subject to the prior written consent of ABA RF, ING may make changes to the features and functions of such Internet accessible service.

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3.05 Assistance with Respect to Investment Options .

(a) ING shall provide assistance to each Participant and Investment Fiduciary in connection with the procedures applicable to making investment elections and allocations among Investment Options (other than the Self-Managed Option) in accordance with the applicable Service Standards; provided, however, that ING shall not recommend any Investment Option or attempt in any way to influence the selection of any Investment Option for a Participant Account or Plan Account, but shall make available investment allocation advice pursuant to Section 3.05(b). ING shall maintain one or more toll-free telephone numbers and internet access pursuant to Section 3.03 and Section 3.04, respectively, and employ an adequate number of customer service representatives, each as reasonably required to respond to Participants’ and Investment Fiduciaries’ inquiries on a timely and responsive basis, in accordance with the applicable Service Standards.

(b) ING shall make available to the Program, Internet accessible investment allocation advice from an "investment manager" as defined in Section 3(38) of ERISA that is in the business of acting as a "fiduciary" as defined in Section 3(21) of ERISA providing investment allocation advice to participants in retirement plans, at no cost to the Program, Participants, Investment Fiduciaries or Employers. ING shall enter into an agreement with such fiduciary, which agreement shall include, among other things, the acknowledgement by such fiduciary that it is an "investment manager" as defined in section 3(38) of ERISA. As of the date hereof, ING represents that such fiduciary is Financial Engines, LLC, and ING shall not change the fiduciary responsible for performing the services described in this Section 3.05(b) without the prior written consent of ABA RF.

(c) At the direction of ABA RF, ING shall make available to the Program, investment management from an Investment Advisor at a fee chargeable from the applicable Participant Account or Plan Account based on the fee provided for in the agreement between ABA RF and such Investment Advisor; provided, however, that any Participant utilizing the investment management services pursuant to this Section 3.05(c) shall be required to enter into an agreement with such Investment Advisor in such form as may be prescribed by such Investment Advisor.

3.06 Recorded Information Concerning Investment Options . ING shall, to the extent permitted by applicable laws and regulations, subject to Section 8.02, and in accordance with the applicable Service Standards, maintain one or more toll-free numbers from which Participants and Investment Fiduciaries may obtain current information regarding unit values and rates of return of Funds (as determined under the ABA Members Collective Trust) and other appropriate performance information relating to the Funds and, to the extent such information has been provided to ING, the Investment Options. ING shall use its best efforts to obtain on a timely basis such information regarding the Investment Options.

3.07 Communication with Participants and Investment Fiduciaries . ING shall, subject to Section 8.02, make available to each Participant and Investment Fiduciary all information and forms necessary to effect an allocation of contributions among the Investment Options and transfers between the Investment Options (a) at the time of such Participant’s or Investment Fiduciary’s initial investment, (b) upon request by the Participant or Investment

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Fiduciary, (c) upon any termination of, or material change in the Program with respect to, an Investment Option or Investment Advisor, (d) upon the establishment of an Investment Option and (e) at such other times as ING may, upon consultation with ABA RF, determine to be appropriate, consistent with applicable Service Standards.

ARTICLE 4 SERVICES WITH RESPECT TO TRUSTS AND PLANS

4.01 Plan Records . ING shall establish and maintain records for all Plans. To the extent that Northern Trust, pursuant to the Program Interface Agreement, an Investment Advisor or any other financial institution or third party (other than an Employer, Participant or Investment Fiduciary) provides information to ING, ING may rely on the information so furnished. To the extent an Employer, Participant or Investment Fiduciary provides information to ING, ING may rely on the information so furnished, unless on its face, such information appears to be not in Good Order.

4.02 Additional Records for Individual Recordkeeping Plans . For Individual Recordkeeping Plans, ING shall maintain records, including but not limited to account balance, vested percentage, retirement date and designated beneficiaries of each Participant, as provided under the applicable Plan and Trust. The records of each account shall reflect separately amounts attributable to Employer contributions, Participant after-tax contributions, Employer matching contributions, pre-tax contributions and "designated Roth Contributions" within the meaning of Section 402A of the Code under a cash or deferred arrangement established pursuant to Section 401(k) of the Code, and amounts transferred or rolled over from the plan of the Participant’s previous employer either directly or indirectly through an individual retirement account or individual retirement annuity established pursuant to Section 408 of the Code. To the extent that Northern Trust or any other financial institution or third party (other than an Employer, Participant or Investment Fiduciary) provides information to ING, ING may rely on the information so furnished. To the extent an Employer, Participant or Investment Fiduciary provides information to ING, ING may rely on the information so furnished, unless on its face, such information appears to be not in Good Order.

4.03 Additional Records For Plans Under ABA Members Pension Plan . For Plans that have adopted the ABA Members Pension Plan, ING shall (a) maintain records of the accrued benefit, vested percentage, retirement date and designated beneficiaries of each Participant under the ABA Members Pension Plan, as provided in the ABA Members Pension Plan and the Master Trust, and (b) provide, directly or through an independent actuarial firm, all actuarial services required under the ABA Members Pension Plan. If ING retains an independent actuarial firm, (x) such services shall be performed under the supervision of ING, and ING shall remain responsible for such performance, (y) any contract between ING and an independent actuarial firm shall provide that upon termination of such contract, all records (in their then current format and structure) that were created or maintained in connection with the ABA Members Plans shall be transferred to ING or its designated agent or, if on or after the Date of Termination, to ABA RF or its designated agent, and (z) ING shall use all reasonable efforts either to include a provision in any contract to the effect that, or otherwise to cause the result that, such transfer be made without additional cost to the Program or ING or ABA RF (including their designated agents). To the extent that Northern Trust or any other financial institution or third party (other than an Employer, Participant or Investment Fiduciary) provides information to

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ING or such independent actuarial firm, ING and such independent actuarial firm may rely on the information so furnished. To the extent an Employer, Participant or Investment Fiduciary provides information to ING, ING may rely on the information so furnished, unless on its face, such information appears to be not in Good Order.

4.04 Tax Penalties on Distributions . Subject to applicable laws and regulations, ING shall inform each Participant at the time of distribution (or prior to the time of distribution if required by laws or regulations) of any tax penalties that may apply to such distribution and of any applicable requirement that distributions commence no later than the dates specified in the Code. All forms provided by ING pursuant to Section 3.02 that are necessary to effect such distributions shall include notice that tax penalties may apply. Assuming that the Program Trustee carries out its obligations under the Program Interface Agreement, ING shall make distributions no later than the time, and in an amount no less than, required by Section 401(a)(9) of the Code and any successor provision thereto. ING shall be responsible for preparation of all applicable tax forms, including the Form 1099-R. To the extent that Northern Trust or any other financial institution or third party (other than a Participant, Employer or Investment Fiduciary) provides information to ING, ING may rely upon the information furnished to perform its obligations under this Section. To the extent that a Participant, Employer or Investment Fiduciary provides information to ING, ING may rely upon the information furnished to perform its obligations under this Section, unless on its face, such information appears to be incorrect or invalid.

4.05 ING as Payor .

(a) Federal Tax Requirements . ING shall be the "payor" (within the meaning of such term as used in Section 3405 of the Code) of benefits under the Master Plans and under any other Individual Recordkeeping Plan except as otherwise provided in this Section. As payor, ING shall instruct the Program Trustee to perform any required withholding of income tax from distributions and withdrawals. Prior to the distribution of each Participant’s benefits and in accordance with the applicable Service Standards, ING shall provide appropriate notice of withholding and any applicable withholding election forms to such Participant. ING shall provide to the Participant copies of any notice required by Section 402(f) of the Code in connection with the payment of all amounts as to which it is the payor. Notwithstanding the foregoing, ING shall not be the payor of benefits under a Plan to the extent that such benefits are paid by the issuer of an annuity contract that is purchased by the Program Trustee in accordance with a Participant’s election pursuant to the applicable Plan. In such event, the issuer of such annuity contract shall be the payor (within the meaning of the Code).

(b) Distribution Procedures . Immediately prior to the time when a distribution is to be made pursuant to Section 3.01, ING shall instruct the Program Trustee to transfer the amount thereof to a demand deposit account maintained by ING for this purpose. Upon such transfer, the appropriate Trust shall be relieved of, and ING shall assume, the liability to pay such distribution.

4.06 Account Statements . In accordance with and not in addition to the provisions of the Trusts and in accordance with the applicable Service Standards, ING shall provide (a) each Participant under an Individual Recordkeeping Plan with statements of such Participant’s account and (b) the trustee of each Aggregate Recordkeeping Plan with statements of such Plan’s account.

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4.07 Forms 5500, Annual Reports and Other Information . ING shall provide the following to each Employer, as appropriate, each in accordance with the applicable Service Standards, provided that, to the extent that Northern Trust or any other financial institution or third party (other than an Employer, Participant or Investment Fiduciary) provides information to ING, ING may rely on the most recent information so furnished. To the extent that an Employer, Participant or Investment Fiduciary provides information to ING, ING may rely on the most recent information so furnished, unless on its face, such information appears to be not in Good Order:

(a) a Form 5500, completed to the extent possible with information available to ING, for each Master Plan and for each Individual Recordkeeping Plan that is required to file a Form 5500;

(b) all of the information available to ING necessary to complete a Form 5500 for each Aggregate Recordkeeping Plan that is required to file a Form 5500;

(c) all schedules required to be filed with a Plan’s annual report, to the extent the schedule or required information is available to ING;

(d) a summary plan description for each Master Plan;

(e) a form of summary annual report; and

(f) instructions and financial information that is available to ING to aid each such Employer in filing its Internal Revenue Service applications and other forms needed by such Employer to assist it in complying with laws and regulations applicable to the Trusts and the ABA Members Plans.

4.08 Section 415 Monitoring . In accordance with the applicable Service Standards, ING shall (a) monitor each Master Plan’s compliance with Section 415 of the Code based on the employee compensation and other relevant data supplied to ING by the Employer, and (b) provide each Employer that maintains a Non-Master Plan with the data available to ING for purposes of the Employer’s monitoring of its Plan’s compliance with Section 415 of the Code. ING shall timely request compensation information and other relevant data from those Employers who have not otherwise provided such information to ING, and ING shall not be required to test compliance with Section 415 of the Code for any Employers who fail to provide such information after such request.

4.09 Section 401(k) and 40l(m) Testing . In accordance with the applicable Service Standards, ING shall perform the average deferral percentage testing required by Section 401(k) of the Code and the average contribution percentage testing required by Section 401(m) of the Code for each Individual Recordkeeping Plan that contains a cash or deferred arrangement based on the employee compensation and other relevant data supplied to it by the Employer. ING shall timely request compensation information and other relevant data from Employers who have not otherwise provided such information and data and ING shall not be required to perform such average deferral percentage and average contribution percentage testing for any Employers who fail to provide such information and data after such request.

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4.10 Additional Monitoring and Testing . ING shall perform annual testing for compliance with the top-heavy requirements of Section 416 of the Code, monitor annual additions limitations of Section 415(c) of the Code and monitor elective deferral limitations under Section 402(g) of the Code.

4.11 SEC Compliance Matters . In accordance with applicable Service Standards and as reasonably requested by ABA RF, with the consent of ING, ING shall, on behalf of the Program, perform all necessary compliance with respect to federal and state securities laws including, without limitation, the Sarbanes-Oxley Act of 2002, registration pursuant to the Securities Act of 1933, as amended, and Rule 180 compliance applicable to administrative services. In connection with such compliance matters, ING shall receive all Rule 180 certifications submitted by Employers and provide such certifications to the Program Trustee. To the extent that ING’s responsibilities with respect to compliance matters pursuant to this Section 4.11 results in a material change in the responsibilities of ING compared to ING’s responsibilities with respect to compliance matters as of the date hereof or requires ING to incur third party costs (other than costs incurred by a Major Vendor), ING may require the execution by the parties of a Purchase Order and the imposition of reasonable fees for the additional expenses associated with such compliance matters.

4.12 Written Communications to Employers, Participants and Investment Fiduciaries . ING shall, subject to Section 8.02, send written communications to each Employer, Participant and Investment Fiduciary no less frequently than quarterly, including but not limited to communications containing information (to the extent permitted by applicable laws and regulations) regarding (a) investment performance of the Investment Options offered or made available by the ABA Members Collective Trust and, (b) to the extent appropriate, changes in the Program, the ABA Members Plans or the Trusts, but only, in the case of this clause (b), to the extent such written communications are made available to ING in a timely manner. ING may rely on the accuracy and legal sufficiency of such written communications until and unless ING has been expressly notified that such information is no longer reliable or has been superseded. ING may use such communications to provide any or all of the statements, forms, procedures and information that may be required or appropriate to be provided to each Employer, Participant and Investment Fiduciary except communications or information required by Sections 3.06, 4.06, 4.07, 4.08 and 4.09. Notwithstanding the foregoing, such excepted communications or information may be included in the same package for mailing as any other communication provided that such inclusion does not result in a delay in sending such excepted communications or information to the Employers, Participants or Investment Fiduciaries, as the case may be. Delivery of such statements, forms, procedures and information shall be made as required by applicable laws and regulations. ABA RF shall be entitled to review and comment on such communications, statements, forms, procedures and information to the extent provided in Section 8.02. With the prior consent of ABA RF, communications required by this Section 4.12 may be transmitted electronically.

4.13 Record Retention . ING shall not destroy or otherwise dispose of any Program Data and Records, without the prior written consent of ABA RF.

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4.14 Address for Communications to Participants . ING shall mail any communication that it is required to provide to a Participant to such Participant at the address provided to ING by the Participant or the Participant’s Employer, or if none is provided, at the address of such Participant’s Employer. After a Participant or Employer notifies ING that the Participant is no longer employed by the Employer and provides ING with a new address, ING shall mail all communications to such new address or, in the absence of such information, ING shall use commercially available sources for locating lost Participants and Employers.

4.15 Plan Administrator and Fiduciary . ING shall not be the "plan administrator" (as defined in Section 3(16) of ERISA) or a "fiduciary" (as defined Section 3(21) of ERISA) with respect to any Plan or trust or the Program.

4.16 Other Requirements . ING covenants that until the Date of Termination, ING shall use commercially reasonable efforts to ensure that its services hereunder shall be supplemented and enhanced from time to time in order to make available any advancements or improvements in the methods of delivering such services to similarly situated clients. Furthermore, ING shall make available to ABA RF any supplement, enhancement or improvement in services made generally available to other similarly situated clients and on reasonable economic terms that are no less favorable than the terms offered to similarly situated clients or as otherwise agreed to in advance by the parties.

ARTICLE 5 SALES AND MARKETING SERVICES TO BE PROVIDED BY ING

5.01 Sales and Marketing Requirements and Establishment of Annual Sales and Marketing Plan and Goals . ING shall market the Program to persons and entities who are Qualified Employers or who reasonably can be expected to become Qualified Employers through the ABA RF Program Services Unit. ING shall deliver to ABA RF a proposed Annual Sales and Marketing Plan for the 2009 calendar year on a date mutually agreed to by the parties to this Agreement, and no later than November 15 or thereabouts of 2009 and of each year thereafter until the Transfer Completion Date, ING shall deliver to ABA RF a proposed Annual Sales and Marketing Plan for the next succeeding calendar year. The proposed Annual Sales and Marketing Plan shall be presented in sufficient detail to enable ABA RF to evaluate the level and type of effort, including the amount of the direct costs thereof, to be expended by ING in carrying out such plan.

Each proposed Annual Sales and Marketing Plan shall contain goals for the number of additional new Plans, Participants and assets for the year. Each proposed Annual Sales and Marketing Plan shall contain a description of the information (including demographic and other data as may be reasonably requested by ABA RF) relied upon and the methodology used by ING to develop such plan and goals.

ABA RF shall review each such proposed Annual Sales and Marketing Plan, and shall be entitled to make recommendations to ING regarding such plan and the various goals set forth therein. ABA RF and ING shall consult with each other in good faith for the purpose of agreeing to such Annual Sales and Marketing Plan and the goals set forth therein, prior to the meeting of the Board during the fourth calendar quarter during the year preceding the year covered by such plan. ING shall carry out the Annual Sales and Marketing Plan as so agreed and shall use its best

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efforts to achieve the annual goals established within the Annual Sales and Marketing Plan. Notwithstanding the foregoing ABA RF and ING may agree that the minimum amounts required to be expended pursuant to the Annual Sales and Marketing Plans, respectively, for years beginning after December 31, 2008 shall be reallocated among such plans, provided that the aggregate annual amount of such expenditures shall in no event be less than the greater of $6,000,000 and 20% of the Program Expense Fee for the twelve month period ending on September 30 of each year during the term of the Agreement.

5.02 Sales and Marketing Reports . At each meeting of the Board prior to the Transfer Completion Date, ING shall provide to ABA RF a written report showing the progress of the Annual Sales and Marketing Plan up to the last day of the preceding calendar quarter. No later than the meeting of the Board that occurs during the first calendar quarter of each calendar year prior to the Transfer Completion Date, ING shall provide to ABA RF a report showing the actual result of the sales and marketing activities for the preceding calendar year as compared to the sales and marketing goals for such year as expressed in the Annual Sales and Marketing Plan. Each report provided required by this Section 5.02 shall contain an accounting of the direct expenditures made by ING for sales and marketing purposes, by category, for the period covered by such report. The report required by this Section 5.02 for the first quarter of each calendar year shall contain an