AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and
entered into as of the 1st day of December, 2007, by and among MINNESOTA LIFE
INSURANCE COMPANY (the "Company"), on its own behalf and on behalf of each
separate account of the Company identified in the Participation Agreement (as
defined below), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Fund"), XXXXXX
XXXXXXX DISTRIBUTION, INC. (the "Underwriter"), and XXXXXX XXXXXXX INVESTMENT
MANAGEMENT INC. (the "Adviser").
WHEREAS, the Company, the Fund, the Underwriter and the Adviser have
entered into a Participation Agreement dated as of June 1, 2007, as such
agreement may be amended from time to time (the "Participation Agreement");
and
WHEREAS, the Company, the Fund, the Underwriter, and the Adviser 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 in
its entirety with the attached Schedule A.
2. Schedule B of the Participation Agreement is unchanged but restated
in its entirety in the attached Schedule B.
3. 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.
4. This Amendment may be amended only by written instrument executed by
each party hereto.
5. This Amendment shall be effective as of the date written above.
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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:
-----------------------------
Name:
Title:
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By:
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
XXXXXX XXXXXXX DISTRIBUTION, INC.
By:
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By:
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
FORM NUMBER AND NAME OF
NAME OF SEPARATE ACCOUNT CONTRACT FUNDED BY SEPARATE ACCOUNT
------------------------ -----------------------------------
Variable Annuity Account MultiOption Advisor Variable Annuity (02-70067)
(B Class, C Class and L Class)
MultiOption Legend Variable Annuity (06-70139)
MultiOption Extra Variable Annuity (06-70147
Rev. 8-2007)
Minnesota Life Individual Variable Minnesota Life Accumulator Variable Universal
Universal Life Account Life Policy (07-660)
A-1
SCHEDULE B
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL
FUNDS, INC. AVAILABLE UNDER THIS AGREEMENT
Emerging Markets Equity Portfolio - Class II Shares
Mid Cap Value Portfolio - Class II Shares
B-1
