EX-26.(H)(1)(V) 3 a2181787zex-26_h1v.txt EX-26.(H)(1)(V) Ex 26(h)(1)(v) 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"), Waddell & Reed, 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 By: Bruce P. Shay Its: Senior Vice President WADDELL & REED, INC. By: --------------------------------- Its: --------------------------------- W&R TARGET FUNDS, INC. By: --------------------------------- Its: --------------------------------- 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