EX-99.24.C.8.I.IV 3 dex9924c8iiv.txt THIRD AMENDMENT TO SUPPLEMENT TO PARTICIPATION AGREEMENT EXHIBIT 24(C)(8)(I)(IV) THIRD AMENDMENT TO PARTICIPATION AGREEMENT THIS THIRD AMENDMENT (the "Amendment") dated April 5, 2010 is made by and among Putnam Variable Trust (the "Trust"), Putnam Retail Management Limited Partnership (the "Underwriter") and Minnesota Life Insurance Company (the "Company"). WHEREAS, the Trust, Underwriter and Company entered into that certain Participation Agreement dated April 30, 2002, as amended October 1, 2006 and January 26, 2009 (the "Agreement"); and WEHEREAS, the Trust, the Underwriter and the Company wish to amend the Funds listed in Schedule A to the Agreement. NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Trust, the Underwriter and the Company hereby acknowledge and agree as follows: 1. The subcategory entitled "Funds" on Schedule A to the Agreement shall be deleted and replaced with the following: "All Class IB shares of the Funds." 2. Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms. IN WITNESS WEHREOF, the parties have caused this Amendment to be executed by their respective officers or authorized representatives as of the day and year first above written. PUTNAM VARIABLE TRUST PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP By: /s/ Jonathan Horwith By: /s/ Mark Coreeny ----------------------------- ----------------------------- Name: Jonathan Horwith Name: Mark Coreeny ----------------------------- ----------------------------- Title: Exec VP Title: Managing Director ----------------------------- ----------------------------- MINNESOTA LIFE INSURANCE COMPANY By: /s/ Bruce P. Shay ----------------------------- Name: Bruce P. Shay ----------------------------- Title: Executive Vice President -----------------------------