EX-99.B(E)MNL2PARTAM 14 n_mnl-2partamend43108.htm AMENDMENT 4 TO MN LIFE PARTICIPATION AGREEMENT 2

         EX-99.B(e)mnl2partamend4

Fourth Amendment to Target Funds Participation Agreement
(For Products Sold Through W&R Distribution System)

 

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.

   
 

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.

Exhibit B is deleted and replaced in its entirety by the Exhibit B 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:

Thomas W. Butch

Its:

President

W&R TARGET FUNDS, INC.


   

By:

Henry J. Herrmann

Its:

President

EXHIBIT B
March 1, 2008
W&R Target Funds, Inc.

Funds Available to Variable Accounts

All W&R Target Portfolios