Separate Account Va Qny Sample Contracts

EXHIBIT (8)(S) PARTICIPATION AGREEMENT (FIDELITY III) PARTICIPATION AGREEMENT -----------------------
Participation Agreement • December 30th, 2003 • Separate Account Va Qny • Massachusetts
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EXHIBIT (8) (C) PARTICIPATION AGREEMENT (ALLIANCE)
Participation Agreement • December 30th, 2003 • Separate Account Va Qny • New York
WE AGREE
Annuity Contract • December 30th, 2003 • Separate Account Va Qny • New York
EXHIBIT (8)(L) PARTICIPATION AGREEMENT (MFS) PARTICIPATION AGREEMENT
Participation Agreement • December 30th, 2003 • Separate Account Va Qny • Massachusetts
DREYFUS)
Fund Participation Agreement • April 30th, 2004 • Separate Account Va Qny

Amendment No. 4 to the Fund Participation Agreement, dated as of May 1, 2001, between Transamerica Life Insurance Company, a life insurance company organized under the laws of the State of Iowa; Peoples Benefit Life Insurance Company, an Iowa stock life insurance company; Transamerica Life Insurance and Annuity Company, a life insurance company organized under the laws of the State of North Carolina; Transamerica Occidental Life Insurance Company, an Iowa stock life insurance company; Transamerica Financial Life Insurance Company (formerly known as AUSA Life Insurance Company, Inc. and Transamerica Life Insurance Company of New York), life insurance companies organized under the laws of the State of New York; (each as the "Insurance Company"), and Dreyfus Variable Investment Fund, Dreyfus Investment Portfolios, The Dreyfus Socially Responsible Growth Fund, Inc. and the Dreyfus Life and Annuity Index Fund, Inc. (d.b.a. Dreyfus Stock Index Fund, Inc.) (each as the "Fund").

EXHIBIT (8)(g) PARTICIPATION AGREEMENT (FRANKLIN/TEMPLETON)
Participation Agreement • April 29th, 2005 • Separate Account Va Qny • California

Each Portfolio named below shall pay the following amounts pursuant to the terms and conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan, stated as a percentage per year of Class 2’s average daily net assets represented by shares of Class 2.

EXHIBIT (8)(B) PARTICIPATION AGREEMENT (AIM) PARTICIPATION AGREEMENT
Participation Agreement • December 30th, 2003 • Separate Account Va Qny • Maryland
EXHIBIT (8)(a)(3) AMENDMENT NO. 28 TO PARTICIPATION AGREEMENT
Participation Agreement • December 30th, 2003 • Separate Account Va Qny

Amendment No. 28 to the Participation Agreement among AEGON/Transamerica Series Fund, Inc., (the "Fund"), Transamerica Life Insurance Company ("Transamerica"), Transamerica Financial Life Insurance Company ("TFLIC"), Peoples Benefit Life Insurance Company ("Peoples"), Transamerica Occidental Life Insurance Company ("TOLIC"), and Transamerica Life Insurance and Annuity Company ("TALIAC") dated July 1, 1992, as amended ("Participation Agreement").

EXHIBIT (8)(k) PARTICIPATION AGREEMENT (LIBERTY)
Participation Agreement • April 29th, 2005 • Separate Account Va Qny • New York

THIS AGREEMENT, made and entered into as of the 1st day of May, 2004, by and among TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, (hereinafter the “Company”), a New York corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), and the LIBERTY VARIABLE INVESTMENT TRUST, a business trust organized under the laws of Massachusetts (hereinafter the “Trust”) and COLUMBIA FUNDS DISTRIBUTOR, INC. (hereinafter the “Underwriter”), a Massachusetts corporation.

EXHIBIT (8)(m) FUND PARTICIPATION AGREEMENT (NATIONS)
Fund Participation Agreement • April 28th, 2006 • Separate Account Va Qny • Massachusetts

THIS AGREEMENT, effective this 1st day of May, 2004 (the “Agreement”) by and among Transamerica Financial Life Insurance Company, organized under the laws of the State of New York (the “Company”), on behalf of itself and each separate account of the Company named in Schedule A to this Agreement, as may be amended from time to time (each separate account referred to as the “Separate Account” and collectively as the “Separate Accounts”); Nations Separate Account Trust, an open-end management investment company organized as a Delaware statutory trust (the “Trust”); Columbia Management Distributors, Inc. (“Distributor”), a corporation organized under the laws of the Commonwealth of Massachusetts; and AFSG Securities Corporation, an affiliate of the Company and the distributor of the Contracts (as defined below) (“Underwriter”).

AMENDMENT NO. 42 TO PARTICIPATION AGREEMENT AMONG TRANSAMERICA SERIES TRUST, TRANSAMERICA LIFE INSURANCE COMPANY, TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, AND MONUMENTAL LIFE INSURANCE COMPANY
Participation Agreement • April 26th, 2010 • Separate Account Va Qny

The Participation Agreement, dated July 1, 1992, as amended (“Agreement”) among Transamerica Series Trust (the “Fund”), Transamerica Life Insurance Company (“Transamerica”), Transamerica Financial Life Insurance Company (“TFLIC”), and Monumental Life Insurance Company (“Monumental”) is hereby amended as follows:

EXHIBIT (8)(d) PARTICIPATION AGREEMENT (DAVIS)
Participation Agreement • April 29th, 2005 • Separate Account Va Qny • Maryland

THIS AGREEMENT, made and entered into this 1st day of May, 2004, by and among TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY (hereinafter the “Insurance Company”), a New York corporation, on its own behalf and on behalf of each segregated asset account of the Insurance Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), DAVIS VARIABLE ACCOUNT FUND, INC., a Maryland Corporation (the “Company”) and Davis Distributors, LLC., a Delaware Limited Liability Company (“Davis Distributors”).

EXHIBIT (8)(f) FUND PARTICIPATION AGREEMENT (FEDERATED)
Fund Participation Agreement • April 29th, 2005 • Separate Account Va Qny • Pennsylvania

This AGREEMENT is made this 1st day of May, 2004, by and between Transamerica Financial Life Insurance Company (the “Insurer”), a life insurance company domiciled in New York, on its behalf and on behalf of the segregated asset accounts of the Insurer listed on Exhibit A to this Agreement (the “Separate Accounts”); Insurance Series (the “Fund”), a Massachusetts business trust; and Federated Securities Corp. (the “Distributor”), a Pennsylvania corporation.

EXHIBIT (7) REINSURANCE AGREEMENT (SWISS Re)
Reinsurance Agreement • April 28th, 2009 • Separate Account Va Qny

THIS AGREEMENT between the TRANSAMERICA LIFE INSURANCE COMPANY OF NEW YORK, a corporation organized under the laws of the State of New York, hereinafter referred to as the “Company”, and SWISS RE LIFE & HEALTH AMERICA INC., a corporation organized under the laws of the State of New York, hereinafter referred to as “Swiss Re Life & Health”, WITNESSETH AS FOLLOWS:

EXHIBIT (8)(i) FUND PARTICIPATION AGREEMENT (J.P. MORGAN)
Fund Participation Agreement • April 29th, 2005 • Separate Account Va Qny • New York

This Agreement is entered into as of the 1st day of April, 2004, between Transamerica Financial Life Insurance Company (“Insurance Company”), a life insurance company organized under the laws of the State of New York, and J.P. Morgan Series Trust II (“Fund”), a business trust organized under the laws of Delaware, with respect to the Fund’s portfolio or portfolios set forth on Schedule 1 hereto, as such Schedule may be revised from time to time (the “Series”; if there are more than one Series to which this Agreement applies, the provisions herein shall apply severally to each such Series).

EXHIBIT (3)(a)(1) AMENDMENT NO. 2 AND NOVATION TO THE AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 26th, 2007 • Separate Account Va Qny

Amendment to the Amended and Restated Principal Underwriting Agreement, dated as of January 25, 2005, by and between AFSG Securities Corporation (“AFSG”) and Transamerica Financial Life Insurance Company (“TFLIC”) (the “Agreement”).

EXHIBIT (8)(g)(1) AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT (FRANKLIN TEMPLETON)
Participation Agreement • April 28th, 2006 • Separate Account Va Qny • California

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Transamerica Financial Life Insurance Company (“you”), and AFSG Securities Corporation, your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2004 and subsequently amended as of May 3, 2004 (the “Agreement”). The parties now desire to amend the Agreement in this amendment (the “Amendment”).

WITNESSETH:
Principal Underwriting Agreement • December 30th, 2003 • Separate Account Va Qny • Iowa
EXHIBIT (8)
Participation Agreement • October 29th, 2003 • Separate Account Va Qny • New York
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EXHIBIT (8)(l)(1) AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (MFS)
Participation Agreement • April 29th, 2005 • Separate Account Va Qny

Amendment No. 1 to the Participation Agreement, dated as of May 1, 2002, by and among MFS VARIABLE INSURANCE TRUST, MASSACHUSETTS FINANCIAL SERVICES COMPANY, and TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY (formerly, AUSA LIFE INSURANCE COMPANY, INC.) (the “Agreement”).

EXHIBIT (8)(q)(1) FIFTH AMENDMENT TO PARTICIPATION AGREEMENT (FIDELITY)
Participation Agreement • April 29th, 2005 • Separate Account Va Qny

Transamerica Financial Life Insurance Company (formerly AUSA Life Insurance Company, Inc.), Variable Insurance Products Fund II and Fidelity Distributors Corporation hereby amend the Participation Agreement (“Agreement”) dated August 31, 2000, as amended, by doing the following:

EXHIBIT (8)(b)(1) AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (AIM)
Participation Agreement • April 29th, 2005 • Separate Account Va Qny

The Participation Agreement (the “Agreement”), dated May 1, 2002, by and among AIM Variable Insurance Funds, a Delaware trust; Transamerica Financial Life Insurance Company (formerly, AUSA Life Insurance Company, Inc.) and AFSG Securities Corporation, is hereby amended as follows:

EXHIBIT (8)(h)(1) AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (Huntington)
Participation Agreement • April 29th, 2005 • Separate Account Va Qny

Amendment No. 1 to the Participation Agreement (“Agreement”) among Huntington VA Funds (the “Trust”); Transamerica Life Insurance Company (the “Company”); Edgewood Services, Inc. (the “Distributor”); and Huntington Asset Advisors, Inc. (the “Advisor”) dated December 1, 2003.

EXHIBIT (8)(n) FUND PARTICIPATION AGREEMENT (OPPENHEIMER)
Fund Participation Agreement • April 29th, 2005 • Separate Account Va Qny • New York

THIS AGREEMENT (the “Agreement”), made and entered into as of the 1st day of May 2004 by and among Transamerica Financial Life Insurance Company (hereinafter the “Company”), on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to this Agreement, as may be amended from time to time by mutual consent (hereinafter collectively the “Accounts”), Oppenheimer Variable Account Funds (hereinafter the “Fund”) and OppenheimerFunds, Inc. (hereinafter the “Adviser”).

EXHIBIT (8)(s)(1) AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT (FIDELITY)
Participation Agreement • April 29th, 2005 • Separate Account Va Qny

Transamerica Financial Life Insurance Company (formerly, AUSA Life Insurance Company, Inc.), Variable Insurance Products Fund III and Fidelity Distributors Corporation hereby amend the Participation Agreement (“Agreement”) dated August 31, 2000, as amended, by doing the following:

EXHIBIT (8)(i)(1) AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENT (J.P. MORGAN)
Participation Agreement • April 29th, 2005 • Separate Account Va Qny

This Amendment No. 1 is incorporated in and made a part of the Participation Agreement made and entered into as of the 1st day of April, 2004, by and among TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, (hereinafter the “Insurance Company”), a New York corporation, on its own behalf and on behalf of each segregated asset account of the Insurance Company set forth on Schedule 1 hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”) and J.P. MORGAN SERIES TRUST II, a business trust organized under the laws of Delaware (hereinafter the “Fund”). The Agreement is amended as follows:

EXHIBIT (8)(r)(1) FIFTH AMENDMENT TO PARTICIPATION AGREEMENT (FIDELITY)
Participation Agreement • April 29th, 2005 • Separate Account Va Qny

Transamerica Financial Life Insurance Company (formerly AUSA Life Insurance Company, Inc.), Variable Insurance Products Fund II and Fidelity Distributors Corporation hereby amend the Participation Agreement (“Agreement”) dated August 31, 2000, as amended, by doing the following:

EXHIBIT (8)(j)(1) AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT (JANUS)
Fund Participation Agreement • April 29th, 2005 • Separate Account Va Qny

The Participation Agreement dated as of September 15, 2000 between Janus Aspen Series (the “Trust”), and Transamerica Financial Life Insurance Company (formerly, AUSA Life Insurance Company, Inc.) (the “Company”), is hereby amended as follows:

EXHIBIT (8)(c)(1) AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (ALLIANCE)
Participation Agreement • April 29th, 2005 • Separate Account Va Qny

Amendment No. 1 to the Participation Agreement (the “Agreement”), dated as of May 1, 2001, between TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY (“Insurer”) (formerly AUSA LIFE INSURANCE COMPANY, INC.); AFSG SECURITIES CORPORATION (“Contracts Distributor”); ALLIANCE CAPITAL MANAGEMENT L.P. (“Adviser”); and ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC. (formerly, ALLIANCE FUND DISTRIBUTORS, INC.) (“Distributor”).

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