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"), ▇▇▇▇▇▇▇ & ▇▇▇▇, 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.

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