Third Amendment to Target Funds Participation Agreement (For Products Sold Through W&R Distribution System)

EX-99.B(e)mnl2partamend3

Third Amendment to Target Funds Participation Agreement
(For Products Sold Through W&R Distribution System)

	This Third Amendment (the "Amendment") is entered into this 1st day of July, 2007, by and among Minnesota Life Insurance Company ("Company"), Xxxxxxx & Xxxx, Inc. ("W&R"), and W&R Target Funds, Inc.

	WHEREAS, Company and W&R are parties to the Agreement; and

	WHEREAS, the parties intended, at the effective date of the Agreement, for W&R Target Funds, Inc. to be a party to the Agreement, as evidenced by the W&R Target Funds, Inc. executing and performing obligations under the Agreement, as amended; and

	WHEREAS, Company wishes to amend Exhibit A of the Agreement;

	NOW, THEREFORE, the parties agree as follows:

	1.	W&R Target Funds, Inc. is hereby made a party to the Agreement, as amended, for all purposes as of September 19, 2003.

	2.	Exhibit A is deleted and replaced in its entirety by the Exhibit A attached to this Second Amendment.

	IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

MINNESOTA LIFE INSURANCE COMPANY

XXXXXXX & XXXX, INC.

W&R TARGET FUNDS, INC.

EXHIBIT A

(as amended July 1, 2007)

Variable Accounts of Minnesota Life Insurance Company

1. Variable Annuity Account

2. Minnesota Life Variable Life Account

3. Minnesota Life Individual Variable Universal Life Account

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