EX-99.3(C) 2 c00053bexv99w3xcy.txt VARIABLE CONTRACT BROKER-DEALER SALES AGREEMENT MINNESOTA LIFE MINNESOTA LIFE INSURANCE COMPANY www.minnesotalife.com Variable Products are distributed by Securian Financial Services, Inc. Variable Contract Securities Dealer, Member NASD/BIPC. Broker-Dealer Sales Agreement 400 Robert Street North, St. Paul, MN 55101-2096 1.888.237.1838 This Broker-Dealer Sales Agreement ("Agreement") is effective as of the ____ day of _____________, 200__, by and among Minnesota Life Insurance Company ("Company"), Securian Financial Services, Inc. ("Distributor"), a broker-dealer registered with the Securities and Exchange Commission ("SEC") under the Securities and Exchange Act of 1934 ("1934 Act") and a member of the National Association of Securities Dealers, Inc. ("NASD") and Waddell & Reed, Inc. ("Broker-Dealer"), which is also a broker-dealer registered with the SEC under the 1934 Act and a member of the NASD, and any and all undersigned insurance agency affiliates ("Affiliates") of Broker-Dealer. WHEREAS, Company offers certain variable life insurance policies and/or variable annuity contracts, listed on Schedule A hereto as the same may be amended from time to time, which are deemed to be securities under the Securities Act of 1933 (the "Contracts"); and WHEREAS, Distributor is the principal underwriter of the Contracts; and WHEREAS, Broker-Dealer is a broker-dealer engaged in the sale of securities and other investment products, including variable insurance products; and WHEREAS, in those states requiring an insurance agency to be involved in the offering of the Contracts, Broker-Dealer has entered into an agreement with Affiliates to act on its behalf in the capacity of insurance agencies; and WHEREAS, Company and Distributor, in their individual capacities, proposes to authorize Broker-Dealer and any undersigned Affiliates, acting through registered representatives who are associated persons of Broker-Dealer and appointed by Company as individual insurance agents ("Registered Representatives"), to solicit sales of the Contracts and ongoing premium and purchase payments to the Contracts; NOW THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement, including the Schedule(s) as amended from time to time, the parties agree to the following: I. APPOINTMENT AND AUTHORIZATION Company and Distributor hereby authorize and appoint Broker-Dealer, and any Affiliate, to solicit sales of the Contracts and ongoing premium and purchase payments in all states where Company is authorized to do business and where Broker-Dealer or Affiliate is properly licensed and appointed on a non-exclusive basis. Broker-Dealer and Affiliate accept such appointment and authorization, and each agrees to: (a) use its best efforts to find purchasers of the Contracts that satisfy Company's issue requirements; (b) provide ongoing service to such purchasers; and (c) where appropriate, make appropriate efforts to conserve and retain Contracts that are with Company. II. LIMITATION OF AUTHORITY Broker-Dealer and Affiliate have the authority to represent Distributor and Company with respect to the Contracts only to the extent expressly granted in this Agreement and any amendments hereto. Broker-Dealer (or Affiliate) and any Registered Representatives shall not hold themselves out to be employees of Company or Distributor in any dealings with the Public. Broker-Dealer (or Affiliate) and any Registered Representatives shall be independent contractors as to Distributor and Company. Nothing contained herein is intended to create a relationship of employer and employee between Broker-Dealer (or Affiliate) and Distributor or Company or between Registered Representatives and Distributor or Company. 1 III. REPRESENTATIONS AND WARRANTIES (a) BROKER-DEALER AND AFFILIATE. Broker-Dealer and Affiliate each represents and warrants as follows: (1) Broker-Dealer and Affiliate each represents and warrants that it and the officers signing this Agreement have full power and authority to enter into this Agreement, and that this Agreement has been duly executed by them and constitutes a legal, valid and binding agreement. (2) Broker-Dealer represents and warrants that it is, and at all times when performing its functions and fulfilling its obligations under this Agreement will be, a registered broker-dealer under the 1934 Act, a member in good standing of the NASD, and is registered as a broker-dealer under state law to the extent necessary to perform the duties described in this Agreement. Broker-Dealer will notify Distributor immediately, in writing, if such registration is terminated or suspended, and shall take all reasonable actions to reinstate such registration. Broker-Dealer further represents and warrants to Company that an Affiliate is a properly licensed insurance agency in each jurisdiction in which such licensing is required for purposes of receiving compensation in connection with the Contracts. (3) Affiliate represents and warrants to Company that Affiliate is, and at all times when performing its functions and fulfilling its obligations under this Agreement will be, a properly licensed insurance agency in each jurisdiction in which such licensing is required for purposes of soliciting sales of the Contracts and receiving compensation in connection with the Contracts and for ongoing premiums or purchase payments thereon. (4) Broker-Dealer represents and warrants that its Registered Representatives who will be soliciting applications for the Contracts are and will continue to be duly registered representatives associated with Broker-Dealer and that they will be representatives in good standing with accreditation as required by the NASD to sell the Contracts. Registered Representatives shall also have and maintain any required variable contract or other insurance license necessary for the sale of Contracts. (5) Broker-Dealer represents and warrants that it will comply with all rules and regulations of the SEC and NASD governing the sale of the Contracts and with all applicable state insurance laws, rules and regulations. Broker-Dealer further represents and warrants that it has in place and at all times during the term of this Agreement will maintain an adequate system to supervise the activities of its Registered Representatives and associated persons as required by NASD Conduct Rule 3010, as amended or interpreted from time to time, and that it is solely responsible for supervising the activities of its Registered Representatives and other associated persons in connection with the offer and sale of the Contracts or the conduct of business under this Agreement. Broker-Dealer and Affiliate each represents and warrants that it will comply with all other applicable state and federal laws and the rules and regulations of governmental or regulatory agencies affecting or governing the sale of the Contracts including, but not limited to, those of the Department of Labor in connection with the sale of Contracts deemed subject to the Employee Retirement Income Security Act, and with all applicable rules and administrative procedures of the Company. (6) Broker-Dealer represents and warrants that it has in place and will maintain at all times during the term of this Agreement, suitable and adequate 'know your customer' policies and procedures, including comprehensive programs to ensure compliance with (A) all applicable anti-money laundering laws, regulations, rules and government guidance, including the reporting, recordkeeping and compliance requirements of the Bank Secrecy Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act, its implementing regulations and related SEC and NASD rules, and (B) the economic sanctions programs administered by the U.S. Treasury Department's Office of Foreign Assets Control. Broker-Dealer agrees to provide Company or Distributor copies of such policies and procedures and otherwise to cooperate with Company's or Distributor's due diligence policies, which may include annual certifications by Broker-Dealer, periodic reviews of Broker-Dealer or other requests deemed necessary to ensure that Distributor and Company are also in compliance with such laws and regulations as they relate to the Contracts or the conduct of business under this Agreement. (b) COMPANY AND DISTRIBUTOR. Company and Distributor each represents and warrants as follows: 2 (1) Company and Distributor each represent and warrant that they and the officers signing this Agreement have full power and authority to enter into this Agreement, and that this Agreement has been duly executed by them and constitutes a legal, valid and binding agreement. (2) Distributor represents and warrants that it is a registered broker-dealer under the 1934 Act, a member in good standing of the NASD, and is registered as a broker-dealer under state law to the extent necessary to perform under this Agreement. IV. LICENSING AND APPOINTMENT OF REGISTERED REPRESENTATIVES (a) DESIGNATION OF REGISTERED REPRESENTATIVES. Company hereby authorizes Broker-Dealer and, where appropriate, Affiliate, to designate Registered Representatives who are associated persons of Broker-Dealer for appointment by Company as individual insurance agents, for the purpose of soliciting sales of the Contracts. Broker-Dealer and Affiliate shall not recommend a Registered Representative for appointment by Company unless such Registered Representative is duly licensed as an insurance agent in the state(s) in which it is proposed that such Registered Representative will solicit sales of the Contracts. Registered Representatives must specify with each Contract application, the Broker-Dealer and Affiliate on whose behalf the application has been solicited. If a Registered Representative is no longer to be treated as the agent of record on a Contract, Broker-Dealer must immediately notify Company in writing and, within thirty (30) business days of such notice, identify a Registered Representative of Broker-Dealer who will act as the substitute agent of record. (b) APPOINTMENT BY COMPANY. Company shall appoint Registered Representatives designated by Broker-Dealer, except that Company, at its reasonable discretion, reserves the right to refuse to appoint any Registered Representative or, once appointed, to terminate or refuse to renew any Registered Representative's appointment with Company. Company shall pay only those costs of initial and renewal appointments which are in accordance with Company's internal policies regarding the payment of such appointment costs, as amended from time to time by Company. By written notice to Broker-Dealer, Company may require Broker-Dealer to cause Registered Representatives to cease soliciting Contracts and additional premiums or purchase payments thereon on behalf of Company or require Broker-Dealer to cancel the appointment by Company of any Registered Representatives. (c) NOTICE OF DISCIPLINE, SUSPENSION OR TERMINATION. Broker-Dealer shall notify Company in writing within a reasonable time after any Registered Representative appointed by Company ceases to be a Registered Representative of Broker-Dealer, is disciplined or suspended by the NASD or by Broker-Dealer, is placed under heightened or other special supervision by Broker-Dealer, or ceases to be properly licensed or is the subject of a disciplinary proceeding in any state. (d) DUE DILIGENCE ON REGISTERED REPRESENTATIVES. Broker-Dealer and Affiliate represent, warrant and certify that, on their own behalf, and as agent on behalf of Company, each: (1) has performed due diligence in compliance with state law and has duly investigated and performed a thorough background check into the character and fitness of any Registered Representatives designated for appointment by Company; (2) is not aware of any felony or misdemeanor convictions of such Registered Representatives in the last 10 years arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, or involving violations of Sections 1341, 1342, or 1343 of Title 18 of the United States Code or any subsequent amendments thereto; and (3) is satisfied that each such Registered Representative that Broker-Dealer or Affiliate has designated is trustworthy, financially responsible, in good business standing and competent for appointment to act as an individual insurance agent of Company. Upon request, Broker-Dealer and Affiliate agree, to the extent permitted by law, to provide Company with copies of any and all background check reports and any additional documentation in connection with the investigation into the background of the designated Registered Representative. Broker-Dealer and Affiliate affirm that in conducting such due diligence, they have acted or will act as agents on behalf of Company. (e) AUTHORITY OF REGISTERED REPRESENTATIVES. Registered Representatives who are duly licensed as insurance agents and appointed by Company shall have authority to solicit sales of the Contracts and additional premiums and purchase payments thereon. 3 (f) ASSISTANCE BY BROKER-DEALER WITH APPOINTMENTS. Broker-Dealer and Affiliate agree to assist Company in appointing insurance licensed Registered Representatives under applicable state insurance laws. Broker-Dealer and Affiliate also agree to comply with Company's requirements regarding the submission of licensing or other appointment documentation for proposed Registered Representatives. V. BROKER-DEALER AND AFFILIATE OBLIGATIONS (a) TRAINING AND SUPERVISION. Broker-Dealer has sole responsibility for the training and supervision of all Registered Representatives and any other persons associated with Broker-Dealer or Affiliate who are engaged, directly or indirectly, in the offer or sale of the Contracts. Broker-Dealer shall, during the term of the Agreement, establish and implement reasonable rules and procedures for periodic inspection and diligent supervision of all sales practices of its Registered Representatives and associated persons, including procedures for monitoring ongoing compliance by such individuals with applicable NASD rules and federal and state laws, rules and regulations. Upon request by Company or Distributor, Broker-Dealer shall furnish in a timely fashion any records or other documentation evidencing such diligent supervision. Broker-Dealer shall be solely responsible for all acts and omissions of each Registered Representative, and neither Company or Distributor shall incur any liability or have any responsibility for the supervision of Registered Representatives. (b) SOLICITATION AND DELIVERY OF CONTRACTS. Before Registered Representatives begin soliciting sales of the Contracts, and continuously thereafter, Broker-Dealer and Affiliate must ensure that the Registered Representatives are: (1) an associated person of Broker-Dealer; (2) licensed, registered or otherwise qualified under applicable federal and state laws to engage in such activities and any applicable NASD registration; and (3) trained in the sale of the such Contracts. Broker-Dealer must also ensure that its Registered Representatives only solicit sales of the Contracts in states where the Contracts are approved for sale in accordance with applicable state and federal laws. Broker-Dealer shall be notified by Company or Distributor of the availability of the Contracts in each state. Broker-Dealer and Affiliate shall review all applications, enrollment forms or other forms seeking Contracts, additional coverage or reinstatement of coverage under a Contract for completeness and accuracy. Broker-Dealer will promptly, but in no case later than the end of the next business day following receipt by Broker-Dealer or a Registered Representative, forward to Company all complete and correct applications, forms and other required documentation, together with any payments received with the such forms, without deduction for compensation due hereunder to Broker-Dealer or any Affiliate. All requests for Contracts, additional coverage, or reinstatement of coverage are subject to Company's acceptance. Company reserves the right, in its sole discretion, to reject any such request and refund or return any payment made thereon. Company also reserves the right to prescribe conditions, rules, and regulations for the offer and acceptance of its Contracts, including additional coverage thereon or reinstatement of coverage, which may be changed from time to time. Company will forward changes to such conditions, rules, and regulations to Broker-Dealer or Affiliate at their last known mailing address. Company will forward Contracts, once issued, to Broker-Dealer for delivery to the Contract owner according to procedures established by Company, unless Company and Broker-Dealer have agreed that Contracts will be forwarded directly to Registered Representatives for delivery to the Contract owner. Broker-Dealer or Registered Representative shall deliver each such Contract to the respective Contract owner within the five (5) business days after receipt by Broker-Dealer or Registered Representative. Broker-Dealer shall be liable to Company for any loss incurred by Company (including consequential damages and regulatory penalties) due to any delay by Broker-Dealer or its Registered Representative in delivering such Contract. Notwithstanding the above obligation, Company reserves the right to transmit Contracts and other documentation directly to the Contract owner. (c) NO MISREPRESENTATION OR CHURNING. Broker-Dealer, its Registered Representatives, and Affiliate, in connection with soliciting sales of the Contracts or soliciting additional premiums, purchase payments, or other transactions under a Contract, shall not give any information or make any representations or statements concerning the Contracts which are materially misleading or omit to state material facts necessary in order to make the 4 statements made not misleading, or which are not contained in or otherwise consistent with information or representations contained in the prospectus, statement of additional information and registration statement for the Contracts, or in reports or proxy statements thereof, or in promotional, sales or advertising material or other information supplied and approved in writing by Company for such use. Broker-Dealer, its Registered Representatives, and Affiliate may not modify or represent that they may modify any such prospectus, statement of additional information, registration statement, Contract, promotional, sales or advertising materials. Neither Broker-Dealer nor any Registered Representative shall make any misrepresentation or incomplete comparison of products for the purpose of inducing a customer to lapse, forfeit or surrender customer's current insurance in favor of purchasing a Contract. (d) PROSPECTUS DELIVERY AND SECURITIES SUITABILITY REQUIREMENTS. Broker-Dealer shall ensure that its Registered Representatives comply with the prospectus delivery requirements under the Securities Act of 1933. In addition, Broker-Dealer shall ensure that its Registered Representatives shall not make recommendations to an applicant to purchase a Contract in the absence of reasonable grounds to believe that the purchase is suitable for such applicant, in accordance with the suitability requirements of the 1934 Act and NASD Conduct Rule 2310 as the same may be amended or interpreted from time to time. Broker-Dealer shall ensure that each application is completed with a Registered Representative's report indicating suitability, including any required and necessary customer information, and is subjected to a review process in compliance with NASD Conduct Rule 3010, as the same may be amended or interpreted from time to time. Each application shall bear evidence of approval by one of Broker-Dealer's principals, indicating that it has been reviewed and approved for suitability. (e) INSURANCE SUITABILITY AND REPLACEMENT. Broker-Dealer and Affiliate shall ensure that Registered Representatives shall not make recommendations to purchase a Contract except in accordance with the suitability requirements set forth in any state insurance law or regulation governing the offer and sale of the Contracts. Broker-Dealer and Affiliate shall also establish and maintain a system of supervision and control to ensure that they and the Registered Representatives are in compliance with the requirements of all state insurance regulations governing the replacement of variable life insurance policies and variable annuity contracts. Such system of supervision and control shall include, at a minimum, procedures to (1) inform Registered Representatives of the requirements of such replacement regulations; (2) provide to each Registered Representative a written statement of the Broker-Dealer's position with respect to the acceptability of replacements, including guidance as to the circumstances in which replacement transactions are appropriate; (3) review the appropriateness of each replacement transaction; and (4) ensure compliance by Registered Representatives with Company's replacement policies and procedures as communicated to Broker-Dealer and Affiliate by Company. (f) ADVERTISING AND PROMOTIONAL MATERIAL. Broker-Dealer, its Registered Representatives, and Affiliate shall not use or distribute, in writing or electronically, any advertisement or sales literature, as defined in Section 2210 of the NASD Conduct Rules or applicable state insurance law, relating to the Contracts, unless the specific item has been provided by Company or Distributor or has first been approved for use in writing by Company or Distributor. Company and Distributor reserve the right to recall any material provided by them at any time for any reason, and Broker-Dealer and Affiliate shall promptly comply with any such request for the return of material and shall not use any such material thereafter. Additionally, Broker-Dealer and Affiliate must return all manuals, forms, supplies, and any other properties furnished by Company or Distributor immediately upon termination of this Agreement. Broker-Dealer, its Registered Representatives, and Affiliate shall also comply with IM-2210-2 of the NASD Conduct Rules regarding communications with the public about the Contracts. Broker-Dealer and Affiliate are responsible for supervising and reviewing Registered Representatives' use of sales literature and advertising and all other communications with the public related to the Contracts. No sales solicitation, including the delivery of supplemental sales literature or other materials, shall occur, be delivered to, or used with a prospective purchaser unless accompanied or preceded by the appropriate then current Contract prospectus (including any required prospectuses for underlying investment funds), unless such material is not required to be so presented. (g) RECORD KEEPING. Broker-Dealer is responsible for maintaining the records of its Registered Representatives. Broker-Dealer shall maintain such other records as are required of it by applicable laws and 5 regulations. The books, accounts and records maintained by Broker-Dealer that relate to the sale of the Contracts, or dealings with the Company and Distributor with regard to Contracts, shall be maintained so as to clearly and accurately disclose the nature and details of each transaction. Each party hereto shall have the right, during normal business hours and upon ten (10) days prior written notice, to audit and inspect the books and records of another party relating solely to the sale of the Contracts. Such books and records will be complete and kept at such party's principal place of business in a good and legible condition for the period prescribed by applicable laws and regulations, during which time this audit right shall continue. (h) REFUND OF COMPENSATION. Broker-Dealer and Affiliate each agrees to repay Company the total amount of any compensation which may have been paid to it within thirty (30) business days of notice of the request for such refund should Company for any reason return any premium or purchase payment on a Contract which was solicited by a Registered Representative of Broker-Dealer. Company shall have the right to offset any such compensation required to be refunded against amounts otherwise payable hereunder by Company. (i) PREMIUM PAYMENTS AND COLLECTION. All premium or purchase payments (hereinafter collectively referred to as "Payments") are the property of Company and shall be transmitted to Company by Broker-Dealer or Affiliate immediately upon receipt by Broker-Dealer or Affiliate or any Registered Representative in accordance with Company's administrative procedures. Unless there is a separate written agreement in effect between Company and Broker-Dealer or Affiliate authorizing the netting of compensation payable by Company hereunder, Broker-Dealer or Affiliate may not deduct from or offset against any Payment the amount of any compensation claimed hereunder by Broker-Dealer or Affiliate. CUSTOMER CHECKS SHALL BE MADE PAYABLE TO THE ORDER OF "MINNESOTA LIFE INSURANCE COMPANY" unless otherwise authorized by Company. Company reserves the right to reject and return any Payment for any reason. Broker-Dealer only has the authority to collect initial Payments unless otherwise specifically set forth in the applicable commission schedule attached hereto. (j) CONTRACT NAMES. Each party shall notify the others promptly in writing of any and all allegations or claims by third parties of which it may become aware that the use of any Contract's name infringes any trademark or service mark, violates any property right of a third party, or violates or is contrary to any law, regulation, order, consent, or the like. VI. COMPANY AND DISTRIBUTOR OBLIGATIONS (a) COMPLIANCE. During the term of this Agreement, Company and Distributor each agrees that, for each Contract marketed hereunder, it will take all actions which it is required to take in order to comply with all applicable federal and state laws and regulations and the rules and regulations of all applicable self-regulatory organizations. Company and Distributor each represents that the Contracts marketed hereunder, the prospectus for any Contract marketed hereunder, and all advertising or sales promotional material which it provides hereunder has been reviewed and approved by its legal and compliance personnel. (b) APPOINTMENT OF REGISTERED REPRESENTATIVES. Company, subject to its internal standards and procedures for insurance appointments, including its right to refuse an appointment for any reason, shall appoint Registered Representatives designated by Broker-Dealer or Affiliate. Company shall not terminate its appointment of any Registered Representative for non-production without prior written notice to Broker-Dealer or Affiliate. (c) PROSPECTUSES AND PROMOTIONAL MATERIAL. Company or Distributor will provide Broker-Dealer with reasonable quantities of the currently effective prospectus for the Contracts and appropriate advertising or sales promotional material which has been filed with the NASD and applicable state insurance departments. The Distributor or Company shall maintain advertising or sales promotional materials on an up-to-date basis and shall notify Broker-Dealer when any such materials previously approved are withdrawn or are no longer accurate. "Advertising or sales promotional material" for the purpose of this Agreement shall include: 6 (1) printed and published material, audiovisual material, billboards and similar displays, descriptive literature used in direct mail, newspapers, magazines, radio and television scripts; (2) descriptive literature and sales aids of all kinds including but not limited to circulars, leaflets, booklets, marketing guides, seminar material, computer print-outs, depictions, illustrations and form letters; (3) material used for the training and education of Registered Representatives which is designed to be used or is used to induce the public to purchase or retain Contracts; and (4) prepared sales talks, presentations and material for use by Registered Representatives. Any sales or promotional materials developed by one party and delivered to the other will be owned solely by the party that developed the materials. Any unused materials furnished by one party to the other shall always remain the property of the party who furnished such materials and shall be accounted for and returned to the owner on demand. (d) COMPENSATION. Company will pay Broker-Dealer, or, if required by law, Affiliate in accordance with Article VII, as full compensation for all services rendered by Broker-Dealer or Affiliate in connection with Contracts under this Agreement, commissions or service fees in the amounts, in the manner and for the period of time as set forth in the commission schedules attached to this Agreement as Schedule B and which are in effect as of the date commissions or service fees are earned on such Contracts. Company may change the commission schedules attached to this Agreement at any time upon written notice to Broker-Dealer. Such amended schedules will govern all subsequent commissions or service fees payable in connection with Contracts on or after the effective date of the amended schedules. Company will only compensate Broker-Dealer or Affiliate for those applications accepted by Company and only after receipt of the required premium by the Company at Company's Home Office or at such other location as Company may designate from time to time for its various lines of business. Company will not compensate Broker-Dealer for any Contract which is tendered for redemption after acceptance of the application but prior to payment of compensation. Compensation to the Registered Representatives by Broker-Dealer or Affiliate on Contracts solicited by the Registered Representatives and issued by Company will be governed by agreements between Broker-Dealer or Affiliate and the Registered Representative. Any payment thereof will be the Broker-Dealer's or Affiliate's sole responsibility. If there is a change in the Registered Representative of record after the issue date of a Contract, any subsequent compensation payable in connection with such Contract will be governed by the compensation option elected by the Registered Representative of record at the time the Contract was issued. Broker-Dealer and Affiliate expressly authorize Company to charge against all compensation due or to become due to Broker-Dealer or Affiliate under this Agreement any amount paid or liabilities incurred by Company under this Agreement. Additionally, Company may deduct at any time any indebtedness or obligation Broker-Dealer or Affiliate owes Company from any monies due under this Agreement. Upon termination of this Agreement for any reason, Company will only pay to Broker-Dealer or Affiliate commissions or other compensation earned prior to the effective date of termination. No further commissions or other compensation, including trail compensation, shall thereafter be payable. Company shall not be obligated to pay any compensation related to Contracts if Broker-Dealer is disqualified from continued membership with the NASD or registration with the SEC. In the event that this Agreement terminates for illegal or fraudulent activities by Broker-Dealer, Company will only pay to Broker-Dealer or Affiliate commissions or other compensation earned prior to discovery of events requiring termination. If a Registered Representative is disqualified for failure of continued registration with the NASD or for failure to continue to hold any other required license or registration, Company shall not be liable to pay any commissions or other compensation in connection with Contracts sold by 7 such Registered Representative if such payment would constitute a violation of NASD rules or other applicable laws or regulations. (e) COMPANY OR DISTRIBUTOR REQUIRED FORMS. Company or Distributor shall furnish Broker-Dealer with all applications and other forms required by regulation or by Company or Distributor for use in connection with the sale of the Contracts under this Agreement. (f) POLICY INFORMATION. Company shall furnish or cause to be furnished to Broker-Dealer pending and in-force current customer data and policy information related to the Contracts. (g) SOFTWARE. From time to time the Distributor or Company may develop and make available to Broker-Dealer computer software or related materials ("Software"), in magnetic, written or other form, to be used in connection with the sale of the Contracts. At the option of the Distributor or Company, Broker-Dealer or Affiliate shall enter into a separate license agreement with Company or Distributor to allow Broker-Dealer or Affiliate to use any such Software on such terms as may be agreed upon at the time. If no separate license agreement is entered into, Broker-Dealer and Affiliate are hereby granted a limited, non-exclusive license to utilize such software under the terms provided with such Software by Company or Distributor. VII. PAYMENT TO INSURANCE AGENCY AFFILIATE (a) COMPLIANCE WITH NO-ACTION LETTERS. Broker-Dealer and Affiliate represent and warrant that they are in compliance with the terms and conditions of one or more no-action letters issued by the SEC with respect to compensation paid to an insurance agency associated with a registered broker-dealer where such insurance agency is not itself registered as a broker-dealer with the SEC. In reliance on such representation, Company agrees to pay compensation in connection with the Contracts, that would otherwise be payable to Broker-Dealer, to the Affiliate that is properly state insurance licensed. Company shall pay compensation to Affiliate hereunder only with respect to Contracts sold in states in which Affiliate holds appropriate insurance licenses. Broker-Dealer and Affiliate represent and warrant that any compensation payable by Company in connection with the Contracts shall be distributed by Affiliate only to duly licensed and properly appointed Registered Representatives. (b) EVIDENCE OF COMPLIANCE. Upon request by Company or Distributor, Broker-Dealer and Affiliate shall provide written confirmation from their legal counsel, or other reasonable evidence, that they are in compliance with the terms and conditions of the applicable no-action letters. Affiliate shall also provide evidence of its insurance licenses in the states in which it is so licensed. Broker-Dealer and Affiliate shall notify Distributor immediately in writing if Broker-Dealer or Affiliate fails to comply with any such terms and conditions and shall take such measures as may be necessary to comply with any such terms and conditions. VIII. TERMINATION (a) TERMINATION AFTER NOTICE. This Agreement may be terminated at the discretion of any party by giving thirty (30) days notice, in writing, to the other parties. (b) AUTOMATIC TERMINATION. This Agreement shall automatically terminate, without notice, upon the occurrence of any of the events set forth below: (1) Upon the bankruptcy or dissolution of Broker-Dealer or Affiliate(s). (2) When and if Broker-Dealer or Affiliate(s) commits fraud or gross negligence in the performance of any duties imposed upon Broker-Dealer or Affiliate(s) by this Agreement or wrongfully withholds or misappropriates, for Broker-Dealer's or Affiliate's own use, funds of Company, its policyholders or applicants. (3) When and if Broker-Dealer or Affiliate(s) materially breaches this Agreement or materially violates applicable state insurance or federal securities laws, rules or regulations, or rules or regulation of a self-regulated agency or organization. 8 (4) When and if Broker-Dealer or Affiliate(s) fails to obtain renewal of a necessary license in any jurisdiction, but only as to that jurisdiction and only until Broker-Dealer or Affiliate(s) renews its license in such jurisdiction. (5) When and if Broker-Dealer is disqualified for continued membership with the NASD or registration with the SEC. (c) ACCELERATION OF INDEBTEDNESS. The parties agree that on termination of this Agreement, any outstanding indebtedness to Company, Distributor, Broker-Dealer or Affiliate shall become immediately due and payable. (d) PROVISIONS SURVIVING TERMINATION. Articles IX and X shall survive the termination of this Agreement. IX. INDEMNIFICATION (a) INDEMNITY DEFINITIONS. The following definitions shall apply for purposes of any claim or obligation under this Article IX: "CLAIM" means any civil, administrative and/or criminal action, claim, suit, and/or legal proceeding of any kind that is brought against an Indemnitee by a third party (the "Claimant") unaffiliated with such Indemnitee which arises out of, is based upon, or otherwise relates to: (1) any breach of any representation, warranty, covenant, agreement or other obligation of an Indemnitor contained in this Agreement by an Indemnitor; (2) a violation of state and/or federal securities or insurance laws, regulations or rules by an Indemnitor; or (3) negligent action or inaction by an Indemnitor. "COSTS" means any damages, settlements, judgments, losses, expenses, interest, penalties, reasonable legal fees and disbursements (including without limitation fees and costs for investigators, expert witnesses and other litigation advisors) and other costs incurred by an Indemnitee to investigate, defend or settle a Claim, except that no settlement payments shall be included in Costs unless the applicable Indemnitor has given its prior express written consent to the settlement, which consent shall not be unreasonably withheld. Costs shall not include any expenses for any investigation or defense of a Claim incurred by Indemnitee after the date on which Indemnitor gives notice of its election to assume the defense of such Claim. (b) PARTIES' LIABILITY. Each party to this Agreement shall be liable to and shall indemnify the other parties under this Article IX as follows: (1) Broker-Dealer and Affiliate shall indemnify Distributor and Company and each of their respective directors, officers, and employees, for any Costs sustained by Company or the Distributor (including reasonable attorneys' fees) on account of, arising out of, based upon, or otherwise relating to: (A) any breach of any representation, warranty, covenant, agreement or other obligation of Broker-Dealer or Affiliate contained in this Agreement; (B) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Broker-Dealer, any Registered Representative or Affiliate; (C) negligent action or inaction by Broker-Dealer or Affiliate; or (D) any acts or omissions by persons employed or appointed by Broker-Dealer or Affiliate, including any Registered Representative. In any of the foregoing cases Broker-Dealer and Affiliate shall be an "Indemnitor" as such term is used in this Agreement and each of the Distributor and the Company, and each of their directors, officers and employees, as applicable, shall be an "Indemnitee" as such term is used in this Agreement. (2) Distributor shall indemnify Broker-Dealer or Affiliate, and its directors, officers, and employees, for any Costs sustained by Broker-Dealer or Affiliate (including reasonable attomeys' fees) on account of, arising out of, based upon, or otherwise relating to: (A) any breach of any representation, warranty, covenant, agreement or other obligation of Distributor contained in this Agreement; (B) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory 9 organizations by Distributor; (C) negligent action or inaction by Distributor; or (D) any acts or omissions of Distributor's employees. In any of the foregoing cases Distributor shall be an "Indemnitor" as such term is used in this Agreement and Broker-Dealer and Affiliate, and each of its directors, officers and employees, as applicable, shall be an "Indemnitee" as such term is used in this Agreement. (3) Company shall indemnify Broker-Dealer or Affiliate, and its directors, officers, and employees, for any Costs sustained by Broker-Dealer or Affiliate (including reasonable attorneys' fees) on account of, arising out of, based upon, or otherwise relating to: (A) any breach of any representation, warranty, covenant, agreement or other obligation of Company contained in this Agreement; (B) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Company; (C) negligent action or inaction by Company; or (D) any acts or omissions of Company's employees. In any of the foregoing cases Company shall be an "Indemnitor" as such term is used in this Agreement and Broker-Dealer and Affiliate, and each of its directors, officers and employees, as applicable, shall be an "Indemnitee" as such term is used in this Agreement. (c) INDEMNIFICATION CLAIM NOTICE AND CASE MANAGEMENT. In the event that any Claim is brought against any Indemnitee that might require indemnification from Indemnitors, the Indemnitee promptly shall give notice thereof to each of the Indemnitors. At any time after such notice, any Indemnitor may deliver to the Indemnitee its written acknowledgement that Indemnitee is entitled to indemnification under this Article IX for all Costs associated with the Claim. The Indemnitors shall thereafter be entitled to assume the defense of the Claim and shall bear all expenses associated therewith, including without limitation, payment on a current basis of all previous Costs incurred by the Indemnitee in relation to the Claim from the date the Claim was brought. After notice from any Indemnitor to the Indemnitee of an election to assume the defense of any Claim, the Indemnitee shall not be liable to the Indemnitors for any Costs related to the Claim. Until such time as Indemnitee receives notice of an Indemnitor's election to assume the defense of any Claim, Indemnitee may defend itself against the Claim and may hire counsel and other experts of its choice and Indemnitors. jointly and severally, shall be liable for payment of counsel and other expert fees on a current basis as the same are billed. (d) COOPERATION AND UPDATES. To the extent that an Indemnitee makes a claim for indemnification against an Indemnitor, Indemnitee and Indemnitor shall each give the other reasonable access during normal business hours to its books, records and employees and those books, records and employees within its control in connection with the Claim for which indemnification is sought hereunder and shall otherwise cooperate with one another in the defense of any such Claim. Regardless of which party defends a particular Claim, the defending party shall give the other parties written notice of any significant development in the case as soon as practicable, but in any event within five (5) business days after such development. In no event shall either Indemnitor or Indemnitee be required to divulge any privileged information (e) SETTLEMENT. If an Indemnitee is defending a Claim and: (1) a settlement proposal is made by the Claimant, or (2) the Indemnitee desires to present a settlement proposal to the Claimant, then the Indemnitee promptly shall notify the Indemnitors of such settlement proposal together with its counsel's recommendation and shall request the consent of Indemnitor(s). Indemnitee, in making such request, shall make available complete access, during normal business hours, to any and all discovery up to the date of such request. If the Indemnitee desires to enter into the settlement and less than all of the Indemnitors consent within five (5) business days (unless such period is extended, in writing, by mutual agreement of the parties hereto), then Indemnitors, from the time they fail to consent forward, shall defend the Claim and shall further indemnify the Indemnitees for all Costs associated with the Claim which are in excess of the proposed settlement amount even if the same were not originally covered under this Article IX. If an Indemnitor is defending a Claim and a settlement requires an admission of liability by Indemnitee or would require Indemnitee to either take action (other than purely ministerial action) or refrain from taking action (due to an injunction or otherwise), Indemnitor may agree to such settlement only after obtaining the express, written consent of Indemnitee. (f) INDEMNIFICATION DISPUTES. In the event that there is a dispute between an Indemnitee and an Indemnitor over whether the Indemnitor is liable for a Claim, then: 10 (1) Indemnitee shall defend the Claim in accordance with the provisions of Article IX hereof in the same manner and under the same terms as though there were no dispute and Indemnitor had failed to elect to defend the Claim itself and Indemnitee shall have the right to settle such Claim pursuant to Article IX hereof; (2) In addition, Indemnitor must advise Indemnitee of such a dispute and the reasons therefore, in writing, within thirty (30) days after the Claim is first tendered to Indemnitor, unless the Indemnitee and Indemnitor mutually agree, in writing, to extend the time; and (3) The Indemnitee and the Indemnitor shall use good faith efforts to resolve any dispute as to Indemnitor's indemnification obligation. Should those efforts fail to resolve the dispute, the ultimate resolution shall be determined in a de novo proceeding, separate and apart from the underlying Claim brought by the Claimant, before a court of competent jurisdiction. No finding or judgment in any litigation on the underlying Claim, except for Cost amounts, shall be given any weight in the court proceedings on the indemnification issue. Either party may initiate such proceedings with a court of competent jurisdiction at any time following the termination of the efforts by such parties to resolve the dispute (termination of such efforts shall be deemed to have occurred 30 days from the commencement of the same unless such time period is extended by the written mutual agreement of the parties). The prevailing party in such a proceeding shall be entitled to recover reasonable attorneys' fees, costs and expenses. From and after the date on which responsibility for a disputed indemnity Claim is resolved: (A) Indemnitor shall continue to pay all Costs that are determined by the parties or the court, as the case may be, to be allocable to any such Claim which is determined to be a Claim subject to indemnity, and (B) Indemnitee shall (i) pay all future Costs that are determined by the parties or the court, as the case may be, to be allocable to any such Claim which is determined to be a Claim not subject to indemnity and (ii) reimburse Indemnitor for all Costs previously paid by Indemnitor which are allocable to such Claim determined to be a claim not subject to indemnity. X. GENERAL PROVISIONS (a) COMPLAINTS AND INVESTIGATIONS. Broker-Dealer and Affiliate agree to notify Company within a reasonable time after receipt of any Contract owner complaints or disciplinary proceedings against Broker-Dealer, Affiliate or any Registered Representatives relating to the Contracts or any threatened or filed arbitration action or civil litigation arising out of solicitation or servicing of the Contracts. Broker-Dealer and Affiliate shall also promptly and diligently investigate all complaints from customers or prospective customers relating to the conduct of business by Broker-Dealer, Affiliate or any Registered Representative in connection with the Contracts or the performance of this Agreement. Additionally, Broker-Dealer and Affiliate shall promptly forward to Company and Distributor at its Home Office, by certified mail, any notice of claim, any legal process or notice of claims served on Broker-Dealer or Affiliate in a suit or proceeding against Broker-Dealer or Affiliate arising out of the conduct of business under this Agreement. Broker-Dealer and Affiliate shall cooperate with Company and Distributor in (1) investigating and responding to any customer complaint, attorney demand, or inquiry from state insurance departments or other regulatory agencies or legislative bodies received by Company or Distributor, and (2) any settlement or trial of any actions involving Company or Distributor, where such complaint, demand, inquiry or action arises in any respect out of the conduct of business under this Agreement. Any response by Broker-Dealer or Affiliate to an individual Contract owner complaint arising out of the conduct of business under this Agreement that references, implies or suggests any material deficiency or omission, or breach of duty by Company or Distributor, must be sent to Company or Distributor, as applicable, for their approval before being sent to the Contract owner. Such responses to Contract owner complaints must be sent to Company or Distributor, as applicable, not less than five (5) business days before being sent to the Contract owner, except that if a more prompt response is required, the proposed response may be communicated to Company or Distributor by telephone, facsimile or in person. Failure to comply with Company's or Distributor's procedures for notification, investigation and response to Contract owner complaints by Broker-Dealer, Affiliate, or any Registered Representatives may be grounds for immediate termination of this Agreement. 11 (b) WAIVER. The failure of any party hereto to enforce any provisions of this Agreement shall not constitute a waiver of any such provision. The past waiver of a provision by any party hereto shall not constitute a course of conduct or a waiver in the future of that same provision. (c) ASSIGNMENT. No assignment of this Agreement, or commissions payable hereunder shall be valid unless authorized in writing by each of the non-assigning parties. Every assignment should be subject to any indebtedness and obligation of the assigning party that may be due or become due to non-assigning parties and any applicable state insurance regulations pertaining to such assignments. (d) OFFSET. Broker-Dealer and Affiliate expressly authorize Company or Distributor to deduct from any monies due under this Agreement every indebtedness or obligation of Broker-Dealer or Affiliate to Company, Distributor or to any affiliates of Company or Distributor under this Agreement. (e) PRIOR AGREEMENTS. This Agreement terminates all previous agreements, if any, between Company, Distributor, Broker-Dealer and Affiliates directly related to the Contracts. However, the execution of this Agreement shall not affect any obligations which have already accrued under any prior agreement or any past, present or future obligations under agreements not directly relating to the Contracts. This Agreement shall not alter, modify or amend any agreement between Company, Distributor, Broker-Dealer and Affiliates not directly related to the Contracts. (f) AMENDMENT. All amendments to this Agreement or its Schedules shall be in writing. The foregoing provision notwithstanding, Company and Distributor reserve the right to amend this Agreement and the Schedules hereto at any time, and Broker-Dealer and Affiliate hereby agree that its submission of an application to purchase a Contract after written notice of any such amendment has been sent to Broker-Dealer or Affiliate shall constitute Broker-Dealer's or Affiliate's agreement to such amendment. (g) RIGHT TO DISCONTINUE CONTRACTS. Company reserves the right to modify, change or discontinue offering any Contract at any time in any jurisdiction. (h) SEVERABILITY. The provisions of this Agreement are severable. Should any provision of this Agreement be held unenforceable, those provisions not affected by such determination shall remain in full force and effect. (i) HEADINGS. The headings in this Agreement are for reference purposes only and shall not be deemed part of this Agreement or affect its meaning or interpretation. (j) NOTICE. All notices sent under this Agreement shall be given in writing, and shall be delivered personally, or sent by fax, or by a nationally-recognized overnight courier, postage prepaid. All such notices shall be deemed to have been duly given when so delivered personally or sent by fax, with receipt confirmed, or one (1) business day after the date of deposit with such nationally-recognized overnight courier. All such notices to Company or Distributor shall be delivered to: Minnesota Life Insurance Company Securian Financial Services, Inc. 400 Robert Street North 400 Robert Street North St. Paul, MN 55101 St. Paul, MN 55101 Attention: General Counsel Attention: Raymond Hessling Fax: 651-665-3853 Fax: 651-665-3565 All such notices to Broker-Dealer or Affiliate shall be delivered to their respective addresses listed on the execution page of this Agreement, or such other address as Broker-Dealer or Affiliate may have furnished in writing to Company and Distributor in accordance herewith. (k) CONFIDENTIALITY. Each party hereto represents and warrants that it (1) is and will remain in compliance with all privacy laws, rules and regulations applicable to the offer and sale of the Contracts and the performance of this Agreement, including but not limited to the Gramm-Leach-Bliley Act of 1999 and any regulations promulgated thereunder, and (2) has designed and implemented an information security program 12 reasonably designed to safeguard customer and other confidential information in a manner consistent with such privacy laws, rules and regulations. Company, Distributor, Broker-Dealer and Affiliate each agree that all nonpublic personal information, including names, addresses and other customer or consumer specific data, and any other information received by any party related to an owner or prospective owner of a Contract ("Confidential Information") shall remain confidential and shall not be disclosed to any third party except for the limited purposes of carrying out its obligations under this Agreement, including the administration and servicing of the Contracts, or unless such Confidential Information is required to be disclosed by any regulatory authority or court of competent jurisdiction. Furthermore, except as provided above, such Confidential Information shall not be used by the party to whose attention it has come, or by any person or entity affiliated with such party, without the prior written consent of the other party for any purpose whatsoever. Each party hereto also agrees that it shall not solicit directly any customers of another party hereto whose names constitute Confidential Information pursuant to this Section. The obligations of confidentiality in this Section shall not apply to any information which a party rightfully has in its possession when disclosed to it by the other party, information which a party independently develops, information which is or becomes known to the public other than by breach of this Section or information rightfully received by a party from a third party without the obligation of confidentiality. This Section shall survive termination of this Agreement for a period of two (2) years. (l) LITIGATION. Each party hereto shall inform the other parties hereto of any legal proceedings brought against any third party regarding or affecting the Contracts marketed or services rendered under this Agreement within fifteen (15) days of the commencement of such proceedings. (m) CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, exclusive of conflicts of law principles. (n) ARBITRATION. The parties hereto agree to submit all disputes between or among the parties arising out of, or relating to, this Agreement to arbitration before the NASD in accordance with the NASD Code of Arbitration Procedure, and agree that judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The parties further agree that such arbitration shall be final and binding on the parties, and that no party to this Agreement shall be entitled to special or punitive damages. 13 By executing this Broker-Dealer Sales Agreement, each party hereto acknowledges that it has read this Agreement in its entirety and is in agreement with the terms and conditions outlining the rights of Distributor, Company, Broker-Dealer and Affiliate under this Agreement. IN WITNESS WHEREOF, the undersigned parties have executed and delivered this Agreement as of the first above-written date. BROKER-DEALER: Waddell & Reed, Inc. 913-236-2379 ---------------------------------------------- -------------------------- (NAME) (FAX NUMBER) 6300 Lamar Ave. 43-1235675 ---------------------------------------------- --------------------------- (STREET ADDRESS) (TAX IDENTIFICATION NUMBER) Overland Park, KS 66202 866 ---------------------------------------------- --------------------------- (CITY) (STATE) (ZIP) (NASD CRD NUMBER) By /s/ Thomas W. Butch -------------------------------------------- (SIGNATURE) Name (PRINT) Thomas W. Butch Title Executive Vice President Date: August 12, 2005 SECURIAN FINANCIAL SERVICES, INC. By /s/ George I. Connolly -------------------------------------------- (SIGNATURE) Name (PRINT) George I. Connolly Title President Date: August 19, 2005 MINNESOTA LIFE INSURANCE COMPANY By /s/ Robert J. Ehren -------------------------------------------- (SIGNATURE) Name (PRINT) Robert J. Ehren Title Vice President Date: August 22, 2005 14 AFFILIATE NO. 1: W & R Insurance Agency, Inc. 913-236-2379 ---------------------------------------------- --------------------------- (NAME) (FAX NUMBER) 6300 Lamar Ave. 43-1357226 ---------------------------------------------- --------------------------- (STREET ADDRESS) (TAX IDENTIFICATION NUMBER) Overland Park, KS 66202 Various ---------------------------------------------- --------------------------- (CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED) By /s/ Steven E. Anderson ------------------------------------------- (SIGNATURE) Name (PRINT) Steven E. Anderson Title President Date: August 15, 2005 AFFILIATE NO. 2: W & R Insurance Agency of Alabama, Inc. 913-236-2379 ---------------------------------------------- --------------------------- (NAME) (FAX NUMBER) 6300 Lamar Ave. 43-1362867 ---------------------------------------------- --------------------------- (STREET ADDRESS) (TAX IDENTIFICATION NUMBER) Overland Park, KS 66202 Alabama ---------------------------------------------- --------------------------- (CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED) By /s/ Steven E. Anderson ---------------------------------------------- (SIGNATURE) Name (PRINT) Steven E. Anderson Title President Date: August 15, 2005 AFFILIATE NO. 3: W & R Insurance Agency of Arkansas, Inc. 913-236-2379 ---------------------------------------------- --------------------------- (NAME) (FAX NUMBER) 6300 Lamar Ave. 43-1362862 ---------------------------------------------- --------------------------- (STREET ADDRESS) (TAX IDENTIFICATION NUMBER) Overland Park, KS 66202 Arkansas ---------------------------------------------- --------------------------- (CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED) By /s/ Steven E. Anderson ------------------------------------------- (SIGNATURE) Name (PRINT) Steven E. Anderson Title President Date: August 15, 2005 15 AFFILIATE NO. 4: W & R Insurance Agency of Montana, Inc. 913-236-2379 ---------------------------------------------- --------------------------- (NAME) (FAX NUMBER) 6300 Lamar Ave. 43-1362864 ---------------------------------------------- --------------------------- (STREET ADDRESS) (TAX IDENTIFICATION NUMBER) Overland Park, KS 66202 Montana ---------------------------------------------- --------------------------- (CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED) By /s/ Steven E. Anderson ------------------------------------------- (SIGNATURE) Name (PRINT) Steven E. Anderson Title President Date: August 15, 2005 AFFILIATE NO. 5: W & R Insurance Agency of Nevada, Inc. 913-236-2379 ---------------------------------------------- --------------------------- (NAME) (FAX NUMBER) 6300 Lamar Ave. 43-1362868 ---------------------------------------------- --------------------------- (STREET ADDRESS) (TAX IDENTIFICATION NUMBER) Overland Park, KS 66202 Nevada ---------------------------------------------- --------------------------- (CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED) By /s/ Steven E. Anderson ------------------------------------------- (SIGNATURE) Name (PRINT) Steven E. Anderson Title President Date: August 15, 2005 AFFILIATE NO. 6: W & R Insurance Agency of Utah, Inc. 913-236-2379 ---------------------------------------------- --------------------------- (NAME) (FAX NUMBER) 6300 Lamar Ave. 43-1362871 ---------------------------------------------- --------------------------- (STREET ADDRESS) (TAX IDENTIFICATION NUMBER) Overland Park, KS 66202 Utah ---------------------------------------------- --------------------------- (CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED) By /s/ Steven E. Anderson ------------------------------------------- (SIGNATURE) Name (PRINT) Steven E. Anderson Title President Date: August 15, 2005 16 AFFILIATE NO. 7: W & R Insurance Agency of Wyoming, Inc. 913-236-2379 ---------------------------------------------- --------------------------- (NAME) (FAX NUMBER) 6300 Lamar Ave. 43-1362874 ---------------------------------------------- --------------------------- (STREET ADDRESS) (TAX IDENTIFICATION NUMBER) Overland Park, KS 66202 Wyoming ---------------------------------------------- --------------------------- (CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED) By /s/ Steven E. Anderson ------------------------------------------- (SIGNATURE) Name (PRINT) Steven E. Anderson Title President Date: August 15, 2005 AFFILIATE NO. 8: W & R Insurance Agency of Texas, Inc. 913-236-2379 ---------------------------------------------- --------------------------- (NAME) (FAX NUMBER) 6300 Lamar Ave. 76-0662675 ---------------------------------------------- --------------------------- (STREET ADDRESS) (TAX IDENTIFICATION NUMBER) Overland Park, KS 66202 Texas ---------------------------------------------- --------------------------- (CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED) By /s/ Margery S. Webber ------------------------------------------- (SIGNATURE) Name (PRINT) Margery S. Webber Title Vice President Date: August 16, 2005 AFFILIATE NO. 9: Unicon Agency, Inc. 913-236-2379 ---------------------------------------------- --------------------------- (NAME) (FAX NUMBER) 6300 Lamar Ave. 11-2312557 ---------------------------------------------- --------------------------- (STREET ADDRESS) (TAX IDENTIFICATION NUMBER) Overland Park, KS 66202 New York ---------------------------------------------- --------------------------- (CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED) By /s/ Steven E. Anderson ------------------------------------------- (SIGNATURE) Name (PRINT) Steven E. Anderson Title President Date: August 15, 2005 17 AFFILIATE NO. 10: Unicon Insurance Agency of Massachusetts, Inc. 913-236-2379 ---------------------------------------------- --------------------------- (NAME) (FAX NUMBER) 6300 Lamar Ave. 74-2886674 ---------------------------------------------- --------------------------- (STREET ADDRESS) (TAX IDENTIFICATION NUMBER) Overland Park, KS 66202 Massachusetts ---------------------------------------------- --------------------------- (CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED) By/s/ Steven E. Anderson ------------------------------------------- (SIGNATURE) Name (PRINT) Steven E. Anderson Title President Date: August 15, 2005 18 MINNESOTA LIFE Minnesota Life Insurance Company www.minnesotalife.com Variable Products are distributed by Securian Financial Services, Inc. Securities Dealer, Member NASD/BIPC. Schedule A Contracts 400 Robert Street North, St. Paul, MN 55101-2096 1.888.237.1838 The Contracts covered by this Agreement shall include the following: Variable Annuity Contracts MultiOption Advisor Annuity This Schedule A notwithstanding, Broker-Dealer may not sell any Contract under this Agreement unless a corresponding schedule of compensation for such Contract is also attached as Schedule B. 19