EXHIBIT A.(5)(e)

Waiver of Premium Agreement
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This agreement is a part of the policy to which it is attached and is subject to
all its terms and conditions.

What does this agreement provide?

This agreement provides for the waiver of premiums on this policy if the insured
becomes totally and permanently disabled. You will not be required to pay any
premium that falls due while the insured is totally and permanently disabled. To
qualify, you must give us timely notice and evidence satisfactory to us that the
insured's total disability:

  (1) commenced while this policy and agreement were in force, and

  (2) commenced after the policy anniversary nearest the insured's age 18 but
      before the policy anniversary nearest the insured's age 60, and

  (3) was continuous for six months or more, and

  (4) did not result directly from any act of war, declared or undeclared.

What is "total" disability?

Total disability is a disability resulting from an accidental injury or a
disease that requires the care of a licensed physician and continuously prevents
the insured from engaging in an occupation. During the first 24 months of total
disability "occupation" means the insured's regular occupation. After 24 months
it means any occupation for which the insured is reasonably fitted by education,
training or experience.

Also, the insured's total and irrecoverable loss of:

  (1) the sight of both eyes, or
  (2) the use of both hands, or
  (3) the use of both feet, or
  (4) the use of one hand and one foot, or
  (5) hearing or speech

will be considered total disability even if the insured engages in an
occupation.

What is "permanent" disability?

Total disability will be considered permanent only after it has existed
continuously for at least six months.

How long will we waive premiums?

As long as the insured remains disabled, we will waive premiums to the insured's
age 100. Each year on the policy anniversary we will test to make sure that the
policy continues to qualify as a life insurance policy as defined by the
guideline premium test of Section 7702 of the Internal


99-917 Waiver of Premium Agreement                      Minnesota Life


Revenue Code. We will not waive any base premium which would cause the policy to
be disqualified under Section 7702.

What premium will be waived?

We will waive the base premium and the premium for any additional benefit
agreement attached to your policy. After we approve the claim, we will waive the
annual base premium shown in the schedule on page 1, based on the insured's age
at the time disability began. We will adjust and reissue your policy with the
new premium.

On what basis will premiums be waived or refunded?

We will waive or refund premiums according to the frequency of premium payment
that was in effect on this policy on the date the insured's total disability
commenced.

We will refund premiums paid from the date total disability commenced to the
date the insured's claim is approved; however, we will not refund any premium
paid more than six months before we were notified of the claim. We will not
refund any nonrepeating premiums.

What if the insured recovers from the disability?

We will no longer waive any premiums on this policy due after the insured
recovers. In addition, we will, upon your request, restore your policy to the
premium level that was in effect before the insured's disability commenced,
subject to the Policy Adjustments provisions of your policy.

Are there any limitations?

We will not waive or refund any premium if the insured's total disability
results directly from an act of war while the insured is serving in the
military, naval or air forces of any country at war, declared or undeclared.

When must we be notified?

We must receive written notice of the insured's total disability at our home
office:

  (1) while the insured is living and totally disabled, and

  (2) not later than one year after the termination of this agreement, and

  (3) within one year after the due date of the premium that you request us to
      waive or refund.

However, the failure to give this notice within the time provided will not
invalidate the claim if it is shown that notice was given as soon as reasonably
possible.

What proof will be required?

You must furnish proof satisfactory to us that the insured is totally and
permanently disabled as defined in this agreement before we will waive or refund
any premiums. We will from time to time also require additional proof
satisfactory to us that the insured continues to be totally and permanently
disabled. We may also require the insured to submit to one or more physical


examinations at our expense. However, we will not require a physical examination
more frequently than once a year if the total disability has continued for two
years.

What if this policy lapses?

If this policy lapses for nonpayment of premium before we receive notice of the
insured's total disability, premiums will be waived or refunded only if the
notice is received within one year after the due date of the first unpaid
premium. Also, the total disability must have commenced prior to the due date of
the unpaid premium or during the grace period allowed for the payment of that
premium.

What is the cost?

The annual premium for this agreement is shown on page 1 of this policy. If this
agreement terminates, the total annual premium for this policy will be reduced
by the amount shown.

When is this agreement incontestable?

This agreement is subject to the incontestability provision in this policy.
However, the contestable period for this agreement will be measured from the
effective date of this agreement.

When will this agreement terminate?

This agreement will terminate on:

  (1) the date any premium due for this policy remains unpaid at the end of the
      grace period; or

  (2) the date this policy is continued as extended term insurance; or

  (3) the date this policy is surrendered or terminated; or

  (4) the date we receive your written request to cancel this agreement; or

  (5) the policy anniversary nearest the insured's 60th birthday.

This agreement is effective as of the original policy date of this policy unless
a different effective date is shown here.

/s/ Robert L. Senkler                  /s/ Dennis E. Prohofsky
President                              Secretary