8(y)(ii)

                  SECOND AMENDMENT TO PARTICIPATION AGREEMENT

   This Second Amendment to Participation Agreement is made and entered into as
of September 19, 2012, 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"); Morgan Stanley Distribution,
Inc., (the "Underwriter"); and Morgan Stanley Investment Management Inc. (the
"Adviser"). Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Participation Agreement.

   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 has
been amended and may be further 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 with
       the attached Schedule A.

    2. Except as provided herein, the Participation Agreement shall remain in
       full force and effect. This Second Amendment and the Participation
       Agreement, as amended hereby, constitute the entire agreement between
       the parties hereto pertaining to the subject matter hereof and fully
       supersede any and all prior agreements of understandings between the
       parties hereto pertaining to the subject matter hereof. In the event of
       any conflict between the terms of this Second Amendment and the
       Participation Agreement, as amended, the terms of this Amendment shall
       control.

    3. This Second Amendment may be amended only by written instrument executed
       by each party hereto.

    4. This Second Amendment shall be effective as of the date written above.

                                      1



   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:     /s/ Bruce Shay
                                              ----------------------------------
                                      Name:   Bruce Shay
                                      Title:  Executive Vice President

                                      THE UNIVERSAL INSTITUTIONAL FUNDS, INC.

                                      By:     /s/ Arthur Lev
                                              ----------------------------------
                                      Name:   Arthur Lev
                                      Title:  President and Principal Executive
                                              Officer

                                      MORGAN STANLEY DISTRIBUTION, INC.

                                      By:     /s/ Lisa Jones
                                              ----------------------------------
                                      Name:   Lisa Jones
                                      Title:  President

                                      MORGAN STANLEY INVESTMENT MANAGEMENT INC.

                                      By:     /s/ Jack O'Connor
                                              ----------------------------------
                                      Name:   Jack O'Connor
                                      Title:  Managing Director

                                      2



                                  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)
                                    MultiOption Guide Variable Annuity
                                    (ICC 12-70237)
                                    (B Series and L Series)
Minnesota Life Individual Variable  Minnesota Life Accumulator Variable Universal
Universal Life Account              Life Policy (07-660)


                                      A-1