EXHIBIT 99.8(s)(ii)
AMENDMENT NO.2 TO PARTICIPATION AGREEMENT
AMONG XXXXXXXXXXX VARIABLE ACCOUNT FUNDS,
OPPENHEIMERFUNDS, INC. AND
MINNESOTA LIFE INSURANCE COMPANY
This Amendment No.2 is incorporated in and made a part of the
Participation Agreement (the" Agreement") made as of the 1st day of May 2003, by
and among Minnesota Life Insurance Company (hereinafter the "Company"), on its
own behalf and on behalf of one or more segregated asset accounts of the Company
(hereinafter the "Account"), Xxxxxxxxxxx Variable Account Funds (hereinafter the
"Fund") and OppenheimerFunds, Inc. (hereinafter the "Adviser"). The following
terms and conditions amend the terms of the Agreement and, in the case of any
conflict between the terms and conditions of the Agreement and the terms and
conditions of this Addendum, the language of this Addendum shall control and
govern. All capitalized and abbreviated terms defined in the Agreement shall
have the same definitions apply in this Addendum.
1. Schedule 1 of the Agreement is deleted and replaced with the Schedule
to this Addendum, attached hereto.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No.1 to
the Agreement to be executed in its name and on its behalf by its duly
authorized representative as of May 1, 2003:
Company:
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MINNESOTA LIFE INSURANCE COMPANY
By its authorized officer,
/s/ Xxxxxx X. Xxxxx
By: Xxxxxx X. Xxxxx
Title: 2nd VP & Actuary
Date: 3/31/03
Fund:
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XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
By its authorized officer,
/s/ Xxxxx X. Xxxxxxx
By: Xxxxx X. Xxxxxxx
Title: Assistant Secretary
Date: March 27, 2003
Advisor:
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OPPENHEIMERFUNDS, INC.
By its authorized officer,
/s/ Xxxxx X. Xxxxxxx
By: Xxxxx X. Xxxxxxx
Title: Vice President & Senior Counsel
Date: March 27, 2003
SCHEDULE I
(AS AMENDED MAY 1, 2003)
Separate Accounts Products
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Variable Annuity Account Achiever Multi-Option Annuity
Multi-Option Classic Annuity
Multi-Option Advisor Annuity
Minnesota Life Variable Life Account Variable Adjustable Life
Variable Adjustable Life - Second Death
Variable Adjustable Life - Horizon