FOURTH AMENDMENT TO PARTICIPATION AGREEMENT

                                                                        8(h)(v)

                              FOURTH AMENDMENT TO
                            PARTICIPATION AGREEMENT

   This Fourth Amendment (the "Amendment") dated October 6/th/, 2012 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, January 26, 2009 and April 5, 2010 (the "Agreement"); and

   WHEREAS, the Trust, the Underwriter, and the Company wish to update the list
of Accounts set forth in Schedule A to the Agreement. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in 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. Schedule A of the Agreement is deleted and replaced with Schedule A to
       this Amendment, attached hereto.

    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.

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   IN WITNESS WHEREOF, 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/ Xxxx Xxxxxx                                   By:      /s/ Xxxx Coreeny
        ---------------------------------------                    --------------------------------------
Name:   Xxxx Xxxxxxx                                      Name:    Xxxx Coreeny
Title:  Treasurer of the Fund                             Title:   Head of Relationship


MINNESOTA LIFE INSURANCE COMPANY

By:     /s/ Xxxxx Xxxx
        --------------------------
Name:   Xxxxx Xxxx
Title:  Executive Vice President

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                                  SCHEDULE A
                                      TO
                       MINNESOTA LIFE INSURANCE COMPANY
                            PARTICIPATION AGREEMENT
                        (AS AMENDED SEPTEMBER 1, 2012)



Name of Separate Account               Product Name
------------------------               --------------------------------------------
                                    
Variable Annuity Account               MultiOption Achiever Annuity
                                       MultiOption Classic Annuity
                                       MultiOption Advisor Annuity
                                       MultiOption Legend Annuity
                                       MultiOption Extra Annuity
                                       MultiOption Guide Annuity
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
All Class IB shares of the Funds