Exhibit 26(h)(21)(ii)
AMENDMENT NUMBER ONE TO PARTICIPATION AGREEMENT
This AMENDMENT NUMBER ONE TO PARTICIPATION AGREEMENT (the "Amendment") is made
and entered into as of this 29th day of January, 2010, by and among MINNESOTA
LIFE INSURANCE COMPANY (the "Insurer"), on its own behalf and on behalf of each
separate account of the Company (each an "Account") identified in the
Participation Agreement (as defined below), Securian Financial Services, Inc.,
("Contracts Distributor"), AllianceBernstein L.P., ("Adviser"), and
AllianceBernstein Investments, Inc., ("Distributor").
WHEREAS, the Insurer, the Contracts Distributor, the Adviser and the Distributor
have entered into a Participation Agreement dated as of August 1, 2007, as such
agreement may be amended from time to time (the "Participation Agreement"); and
WHEREAS, the Insurer, the Contracts Distributor, the Adviser, and the
Distributor wish to amend the Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund, the Underwriter, and the Adviser agree to
amend the Participation Agreement as follows:
1. Schedule B of the Participation Agreement is deleted and replaced with
the new attached Schedule B.
2. Except as provided herein, the Participation Agreement shall remain in
full force and effect. This Amendment and the Participation Agreement, as
amended, constitute the entire agreement between the parties hereto pertaining
to the subject matter hereof and fully supersede any and all prior agreements or
understandings between the parties hereto pertaining to the subject matter
hereof. In the event of any conflict between the terms of this Amendment and the
Participation Agreement, the terms of this Amendment shall control.
3. This Amendment may be amended only by written instrument executed by
each party hereto.
4. This Amendment shall be effective as of the date written above.
5. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one agreement binding on all parties. Each
party shall become bound by this Amendment immediately upon signing any
counterpart, independently of the signature of any other party.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed in its name and on its behalf by its duly authorized representative
as of the date specified above.
MINNESOTA LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President
SECURIAN FINANCIAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President and Chief Executive
Officer
ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Secretary
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Secretary
SCHEDULE B
To the Participation Agreement Among Minnesota Life Insurance Company,
Securian Financial Services, Inc., AllianceBernstein L.P.,
AllianceBernstein Variable Products Series Fund, Inc.,
and
AllianceBernstein Investments, Inc.
Separate Account Contract(s)
------------------------------------ ---------------------------------------
Variable Annuity Account MultiOption Advisor
MultiOption Legend
MultiOption Extra
Minnesota Life Variable Life Account Variable Adjustable Life
Variable Adjustable Life - Second Death
Variable Adjustable Life Horizon
Variable Adjustable Life Summit
Variable Adjustable Life Survivor
