EXHIBIT 24(C)(8)(I)(IV)
THIRD AMENDMENT TO
PARTICIPATION AGREEMENT
THIS THIRD AMENDMENT (the "Amendment") dated April 5, 2010 is made by and
among Xxxxxx Variable Trust (the "Trust"), Xxxxxx Retail Management Limited
Partnership (the "Underwriter") and Minnesota Life Insurance Company (the
"Company").
WHEREAS, the Trust, Underwriter and Company entered into that certain
Participation Agreement dated April 30, 2002, as amended October 1, 2006 and
January 26, 2009 (the "Agreement"); and
WEHEREAS, the Trust, the Underwriter and the Company wish to amend the Funds
listed in Schedule A to the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the Trust, the Underwriter and the Company hereby acknowledge and agree as
follows:
1. The subcategory entitled "Funds" on Schedule A to the Agreement shall be
deleted and replaced with the following: "All Class IB shares of the
Funds."
2. Except as specifically amended hereby, all of the terms and conditions
of the Agreement shall continue to be in full force and effect and shall
be binding upon the parties in accordance with their respective terms.
IN WITNESS WEHREOF, the parties have caused this Amendment to be executed by
their respective officers or authorized representatives as of the day and year
first above written.
XXXXXX VARIABLE TRUST XXXXXX RETAIL MANAGEMENT
LIMITED PARTNERSHIP
By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxx Coreeny
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Name: Xxxxxxxx Xxxxxxx Name: Xxxx Coreeny
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Title: Exec VP Title: Managing Director
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MINNESOTA LIFE INSURANCE
COMPANY
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: Executive Vice President
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