0001105607-08-000103 Sample Contracts

Fourth Amendment to Target Funds Participation Agreement (For Products Sold Through W&R Distribution System)
Participation Agreement • April 29th, 2008 • W&r Target Funds Inc

This Fourth Amendment (the "Amendment") is entered into this 1st day of March 2008, by and among Minnesota Life Insurance Company ("Company"), Waddell & Reed, Inc. ("W&R"), and W&R Target Funds, Inc.

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SECOND AMENDMENT to the Target Funds Participation Agreement (For Products Sold Through W&R Distribution System) among Minnesota Life Insurance Company Waddell & Reed, Inc. W&R Target Funds, Inc.
Participation Agreement • April 29th, 2008 • W&r Target Funds Inc

WHEREAS, Minnesota Life Insurance Company (the "Company"), and Waddell & Reed, Inc. ("W&R") which serves as the distributor to the W&R Target Funds, Inc. (the "Funds") listed on Exhibit B have a Fund Participation Agreement whereby shares of W&R's Funds are made available to serve as an underlying investment alternative for variable accounts of Minnesota Life Insurance Company; and

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 29th, 2008 • W&r Target Funds Inc

THIS FIRST AMENDMENT TO THE FUND PARTICIPATION AGREEMENT ("Amendment"), made and entered into as of the 11th day of December, 2007, shall amend the Fund Participation Agreement dated December 1, 2000 ("Agreement"). The Agreement was made by and among NATIONWIDE LIFE INSURANCE COMPANY and/or NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY (separately or collectively "Nationwide"), on behalf of the current and any future Nationwide separate accounts as applicable ("Variable Accounts") as listed on Exhibit A and WADDELL & REED SERVICES COMPANY ("WRSCO") and WADDELL & REED, INC. ("W&R, INC") which serve respectively as the accounting services/shareholder servicing agent and the distributor to the W&R TARGET FUNDS (the "Funds") listed on Exhibit A.

SUBADVISORY AGREEMENT W&R TARGET FUNDS, INC.
Subadvisory Agreement • April 29th, 2008 • W&r Target Funds Inc • Florida

This SUBADVISORY AGREEMENT made as of February 27, 2008 (this "Agreement") by and between TEMPLETON INVESTMENT COUNSEL, LLC, a Delaware limited liability company ("TIC") and TEMPLETON GLOBAL ADVISORS LIMITED ("TGAL"), a Bahamian corporation located in Nassau.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 29th, 2008 • W&r Target Funds Inc • Maryland

THIS AGREEMENT, made as of the 2nd day of February, 2007, by and between Waddell & Reed Investment Management Company, a Kansas corporation, registered as an Investment Adviser under the Investment Advisers Act of 1940 (the "Adviser") and BlackRock Capital Management, Inc., a Delaware corporation, registered as an Investment Adviser under the Investment Advisers Act of 1940 (the "Sub-Adviser").

Third Amendment to Target Funds Participation Agreement (For Products Sold Through W&R Distribution System)
Participation Agreement • April 29th, 2008 • W&r Target Funds Inc

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

AMENDMENT NUMBER ONE to the Target Funds Participation Agreement (Excludes Products Sold Through W&R Distribution System) among Minnesota Life Insurance Company Waddell & Reed, Inc. W&R Target Funds, Inc.
W&r Target Funds Inc • April 29th, 2008

WHEREAS, Minnesota Life Insurance Company (the "Company"), and Waddell & Reed, Inc. ("W&R") which serves as the distributor to the W&R Target Funds, Inc. (the "Funds") listed on Exhibit B have a Fund Participation Agreement whereby shares of W&R's Funds are made available to serve as an underlying investment alternative for variable accounts of Minnesota Life Insurance Company; and

Second Amendment to Target Funds Participation Agreement (Excludes Products Sold Through W&R Distribution System)
Participation Agreement • April 29th, 2008 • W&r Target Funds Inc

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

FIRST AMENDMENT TO TARGET FUNDS PARTICIPATION AGREEMENT (For Products Sold Through W&R Distribution System)
W&r Target Funds Inc • April 29th, 2008

THIS FIRST AMENDMENT (the "Amendment") is entered into this 4th day of June, 2004, by and among Minnesota Life Insurance Company ("Company") and Waddell & Reed, Inc. ("W&R"). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in that certain Target Funds Participation Agreement, dated as of December 12, 2003 (the "Agreement"), by and among the Company (as defined herein) and W&R (as defined herein).

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