EXHIBIT 26(h)(21)(iii)
AMENDMENT NUMBER TWO TO PARTICIPATION AGREEMENT
-----------------------------------------------
This AMENDMENT NUMBER TWO TO PARTICIPATION AGREEMENT (the "Amendment") is made
and entered into as of this 4/th/ day of March, 2013, 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 A of the Participation Agreement is deleted and replaced with
the new attached Schedule A.
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/ Xxxxxx Xxxxx
--------------------------
Name: Xxxxxx Xxxxx
Title: Second Vice President and
Actuary, Individual
Annuity Products
SECURIAN FINANCIAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President and CEO
ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
ALLIANCEBERNSTEIN INVESTMENTS,
INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
SCHEDULE A
----------
EFFECTIVE AS OF MARCH 4, 2013
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.
AllianceBernstein International Value Portfolio - Class B Shares
AllianceBernstein Dynamic Asset Allocation Portfolio - Class B Shares
