Exhibit 99.26(h)(5)(viii)
AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT
by and among
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Minnesota Life Insurance Company
Securian Financial Services, Inc.
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us") and Minnesota Life Insurance Company ("you") and Securian
Financial Services, Inc., ("Distributor"), on your behalf and on behalf of
certain Accounts, have previously entered into a Participation Agreement dated
as of May 1, 2000 (the "Agreement"). The parties now desire to amend the
Agreement by this amendment (the "Amendment").
Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect. Unless otherwise indicated, the terms
defined in the Agreement shall have the same meaning in this Amendment.
A M E N D M E N T
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:
1. Section 1 and Section 2.2.1 are hereby each amended to reflect that
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust") is
organized as a statutory trust under the laws of the State of Delaware.
2. Section 3.1.3 is amended and restated in its entirety as follows:
"3.1.3 We agree that shares of the Trust will be sold only to: (i) life
insurance companies which have entered into fund participation agreements
with the Trust ("Participating Insurance Companies") and their separate
accounts or to qualified pension and retirement plans in accordance with
the terms of the Shared Funding Order; and (ii) investment companies in the
form of funds of funds. No shares of any Portfolio will be sold to the
general public."
3. Section 5.2 is amended and restated in its entirety as follows:
"5.2 If and to the extent required by law, you shall: (i) solicit voting
instructions from Contract owners; (ii) vote the Trust shares in accordance
with the instructions received from Contract owners; and (iii) vote Trust
shares owned by subaccounts for which no instructions have been received
from Contract owners in the same proportion as Trust shares of such
Portfolio for which instructions have been received from Contract owners;
so long as and to the extent that the SEC continues to interpret the 1940
Act to require pass-through voting privileges for variable contract owners.
You reserve the right to vote Trust shares held in any Account in your own
right, to the extent permitted by law."
4. Schedules C and D of the Agreement are deleted and replaced in their
entirety with the Schedules C and D attached hereto, respectively.
5. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers
to execute this Amendment effective as of June ___, 2007.
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE
PRODUCTS TRUST
ONLY ON BEHALF OF
EACH PORTFOLIO LISTED
ON SCHEDULE C OF
THE AGREEMENT. By:
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By:
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Name: Xxxxxx Xxxxxx
Title: Senior Vice President
The Company: MINNESOTA LIFE INSURANCE COMPANY
By:
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Name: Xxxxxx X. Xxxxx
Title: Vice President
The Distributor: SECURIAN FINANCIAL SERVICES, INC.
By:
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Name: Xxxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
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SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST
1. Franklin Large Cap Growth Securities Fund - Class 2
2. Franklin Small Cap Value Securities Fund - Classes 1 & 2
3. Franklin Small-Mid Cap Growth Securities Fund - Class 2
4. Mutual Shares Securities Fund - Class 2
5. Xxxxxxxxx Developing Markets Securities Fund - Class 2
6. Xxxxxxxxx Global Asset Allocation Fund - Class 2
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SCHEDULE D
CONTRACTS OF THE COMPANY
1. MegAnnuity
2. MultiOption Achiever Annuity
3. MultiOption Advisor Annuity
4. MultiOption Classic Annuity
5. MultiOption Flex/Single Annuity
6. MultiOption Legend Annuity
7. MultiOption Select Annuity
8. MultiOption Extra Annuity
9. Variable Adjustable Life
10. Variable Adjustable Life - Horizon
11. Variable Adjustable Life Second Death
12. Variable Adjustable Life Summit
13. Variable Adjustable Life Survivor
14. Minnesota Life Accumulator Variable Universal Life Policy
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