0001193125-11-106502 Sample Contracts

THIRD AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2011 • Variable Annuity Account
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MFS Fund Distributors, Inc. 500 Boylston Street, Boston, MA 02116-3741 800.343.2829 mfs.com September 1, 2010
Letter Agreement • April 25th, 2011 • Variable Annuity Account

Reference is hereby made to the Participation Agreement by and among the Trust, Minnesota Life Insurance Company (the "Company"), and Massachusetts Financial Services Company dated March 28, 2002 (the "Participation Agreement"). The purpose of this Letter Agreement is to confirm certain financial arrangements between MFS Fund Distributors, Inc. ("MFD"), the underwriter to the Trust, and the Company in connection with the Company's investment in the Trust on behalf of certain separate accounts, as listed in Schedule A of the Participation Agreement.

ARTICLE I ADDITIONAL DEFINITIONS
Participation Agreement • April 25th, 2011 • Variable Annuity Account • Delaware
AMONG
Participation Agreement • April 25th, 2011 • Variable Annuity Account • California
WITNESSETH:
Business Agreement • April 25th, 2011 • Variable Annuity Account • New York
AMENDMENT NO. 4
Participation Agreement • April 25th, 2011 • Variable Annuity Account
Goldman, Sachs Asset Management, L.P. 32 Old Slip New York, NY 10005
Variable Annuity Account • April 25th, 2011 • Delaware
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