RECITALS

                                                           Exhibit 26(h)(11)(ii)

                AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT

      THIS AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT ("Amendment") is
made as of this 27th day of June, 2003, by and between MINNESOTA LIFE INSURANCE
COMPANY (the "Company") and AMERICAN CENTURY INVESTMENT SERVICES, INC.
("Distributor").

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      WHEREAS, the Company and Distributor are parties to a certain Shareholder
Services Agreement dated May 18, 2002 (the "Agreement"), in which the Company
offers to the public certain variable annuity contracts and variable life
insurance contracts (the "Contracts");

      WHEREAS, the parties have agreed to amend the Agreement to add
indemnification language regarding the printing and communicating of inaccurate
information about the Funds; and

      WHEREAS, the parties now desire to further modify the Agreement as
provided herein.

      NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:

      1. Indemnification by the Company. Section 12 of the Agreement is hereby
amended by adding the following language as Section 12(a)(iv) and the remaining
sections shall be relettered/numbered accordingly:

            "(iv) arise out of any untrue and/or inaccurate statement of a
      material fact or Fund information set forth in any sales materials,
      prospectus and any and all related documentation originally prepared and
      supplied by Distributor reproduced by the Company from time to time of
      which Distributor was not previously afforded the opportunity to review
      pursuant to Sections 9(f) and 9(g)."

      2. Ratification and Confirmation of Agreement. In the event of a conflict
between the terms of this Amendment and the Agreement, it is the intention of
the parties that the terms of this Amendment shall control and the Agreement
shall be interpreted on that basis. To the extent the provisions of the
Agreement have not been amended by this Amendment, the parties hereby confirm
and ratify the Agreement.

      3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.

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      4. Full Force and Effect. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.

      IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as
of the date first above written.

MINNESOTA LIFE INSURANCE                   AMERICAN CENTURY
COMPANY                                    INVESTMENT SERVICES, INC.

By:      /s/ Xxxxxx X. Xxxxx               By:      /s/ Xxxxxxx X. Xxxxx
       --------------------------------           ------------------------------

Name:  Xxxxxx X. Xxxxx                     Name:  Xxxxxxx X. Xxxxx
                                                  ------------------------------

Title:  Second Vice President & Actuary    Title: Executive Vice President
                                                  ------------------------------

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