Separate Account Va C Sample Contracts

AMENDMENT NO. 20 TO PARTICIPATION AGREEMENT (TRANSAMERICA)
Participation Agreement • April 29th, 2004 • Separate Account Va C

Amendment No. 20 to the Participation Agreement among AEGON/Transamerica Series Fund, Inc., (the "Fund"), Transamerica Life Insurance Company ("Transamerica"), AUSA Life Insurance Company, Inc. ("AUSA Life"), 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").

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AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2001 • PFL Life Variable Annuity Account C
EXHIBIT (8)(c)(2) FORM OF PARTICIPATION AGREEMENT (TRANSAMERICA) PARTICIPATION AGREEMENT -----------------------
Participation Agreement • April 27th, 2001 • PFL Life Variable Annuity Account C • California
EXHIBIT (8)(j) AMENDED AND RESTATED PARTICIPATION AGREEMENT AMONG FIDELITY DISTRIBUTORS CORPORATION AND TRANSAMERICA LIFE INSURANCE COMPANY
Participation Agreement • April 27th, 2006 • Separate Account Va C • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the 10th day of October, 2005 by and among TRANSAMERICA LIFE INSURANCE COMPANY, (hereinafter the “Company”), an Iowa 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 FIDELITY DISTRIBUTORS CORPORATION (hereinafter the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).

AMENDMENT NO. 2 TO JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT (Service Shares)
Fund Participation Agreement • October 3rd, 2000 • PFL Life Variable Annuity Account C
AMENDED AND REASTATED PARTICIPATION AGREEMENT (FRANKLIN/TEMPLETON)
Participation Agreement • April 30th, 2009 • Separate Account Va C • California

Each Class 2 Portfolio named on Schedule C of this Agreement is eligible to receive a maximum annual payment rate of 0.25% stated as a percentage per year of that Portfolio’s Class 2 average daily net assets, pursuant to the terms and conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan.

EXHIBIT (8)(a)(1) ----------------- AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT
Participation Agreement • December 8th, 1999 • PFL Life Variable Annuity Account C

Amendment No. 6 to the Participation Agreement among Endeavor Series Trust, Endeavor Management Co., and PFL Life Insurance Company dated February 20, 1991 ("Participation Agreement").

WITNESSETH:
Principal Underwriting Agreement • April 29th, 2002 • Separate Account Va C • Iowa
AMENDMENT NO. 17 TO PARTICIPATION AGREEMENT AMONG WRL SERIES FUND, INC., TRANSAMERICA LIFE INSURANCE COMPANY, AUSA LIFE INSURANCE COMPANY, INC., PEOPLES BENEFIT LIFE INSURANCE COMPANY AND TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
Participation Agreement • April 27th, 2001 • PFL Life Variable Annuity Account C

Amendment No. 17 to the Participation Agreement among WRL Series Fund, Inc., (the "Fund"), Transamerica Life Insurance Company ("Transamerica), AUSA Life Insurance Company, Inc. ("AUSA Life"), Peoples Benefit Life Insurance Company ("Peoples") and Transamerica Occidental Life Insurance Company ("TOLIC") dated July 1, 1992, as amended ("Participation Agreement").

EXHIBIT (8)(d)(2) -----------------
Participation Agreement Addendum • April 27th, 2001 • PFL Life Variable Annuity Account C

This Schedule shall be effective as of the date of the last signature below, and replaces and supersedes Schedule A to the Participation Agreement dated April 1, 1991 (as amended) among Variable Insurance Products Fund, Variable Insurance Products Fund II, Fidelity Distributors Corporation and Transamerica Life Insurance Company, formerly PFL Life Insurance Company.

EXHIBIT (8)(b)(13) AMENDMENT No. 44 TO PARTICIPATION AGREEMENT (TST)
Participation Agreement • April 28th, 2011 • Separate Account Va C

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”), (herein collectively, “the Companies”), is hereby amended as follows:

EXHIBIT (8)(m) PARTICIPATION AGREEMENT GE INVESTMENT FUNDS
Participation Agreement • November 19th, 2009 • Separate Account Va C • New York

THIS PARTICIPATION AGREEMENT (this “Agreement”), made and entered into as of the 16th day of November, 2009, by and among TRANSAMERICA LIFE INSURANCE COMPANY, organized under the laws of the state of Iowa (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company named in Schedule 1 (Registered Accounts) and Schedule 2 (Unregistered Accounts) to this Agreement as may be amended from time to time (each account individually referred to as an “Account” and collectively referred to as the “Accounts”), GE INVESTMENTS FUNDS, INC., an open-end management investment company organized under the laws of the Commonwealth of Virginia (the “Fund”) on its own behalf and on behalf of the Portfolios named in Schedule 3 (Portfolios) to this Agreement (each portfolio individually referred to as a “Portfolio” and collectively referred to as the “Portfolios”); GE INVESTMENT DISTRIBUTORS, INC., a corporation organized under the laws of the State of Delaware (the “Distr

AMENDMENT TO WRL PARTICIPATION AGREEMENT
Participation Agreement • October 3rd, 2000 • PFL Life Variable Annuity Account C

Amendment No. 15 to the Participation Agreement among WRL Series Fund, Inc., (the "Fund"), PFL Life Insurance Company ("PFL"), AUSA Life Insurance Company, Inc. ("AUSA"), Peoples Benefit Life Insurance Company ("Peoples") and Transamerica Occidental Life Insurance Company ("Transamerica") dated July 1, 1992, as amended ("Participation Agreement").

EXHIBIT (8)(b)(7) AMENDMENT NO. 36 TO PARTICIPATION AGREEMENT (TST)
Participation Agreement • April 30th, 2008 • Separate Account Va C

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”), Monumental Life Insurance Company (“Monumental”), and Transamerica Occidental Life Insurance Company (“TOLIC”) is hereby amended as follows:

EXHIBIT (8)(c)(1)
Termination of Participation Agreement • April 27th, 2001 • PFL Life Variable Annuity Account C

This TERMINATION OF PARTICIPATION AGREEMENT is made and entered into this ____ day of ________, 2001, among TRANSAMERICA VARIABLE INSURANCE FUND, INC., a corporation organized under the laws of Maryland (hereinafter the "Fund"), TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, a California corporation (hereinafter the "Adviser") and TRANSAMERICA LIFE INSURANCE COMPANY (formerly known as PFL Life Insurance Company), an Iowa Life Insurance Company, (hereinafter the "Insurance Company"), on its own behalf and on behalf of its SEPARATE ACCOUNTS, (the "Account").

AMENDMENT NO. 40 TO PARTICIPATION AGREEMENT (TST)
Participation Agreement • April 30th, 2009 • Separate Account Va C

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)(b)(10) AMENDMENT NO. 41 TO PARTICIPATION AGREEMENT (TST)
Participation Agreement • November 19th, 2009 • Separate Account Va C

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:

FUND PARTICIPATION AGREEMENT
Participation Agreement • November 19th, 2009 • Separate Account Va C • Massachusetts

THIS AGREEMENT is entered into as of this 28th day of January, 2005 among Transamerica Life Insurance Company, (the “Company”) a life insurance company organized under the laws of the State of Iowa (on behalf of itself and certain of its separate accounts); AMERICAN FUNDS INSURANCE SERIES (“Series”), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts, and CAPITAL RESEARCH AND MANAGEMENT COMPANY (“CRMC”), a corporation organized under the laws of the State of Delaware.

AMENDED AND REINSTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • February 15th, 2011 • Separate Account Va C • Iowa

THIS AMENDED AND REINSTATED PRINCIPAL UNDERWRITING AGREEMENT made and effective as of the 7th day of October, 2010 (the “Effective Date”), by and between TRANSAMERICA CAPITAL, INC. (“TCI”), a California corporation, and TRANSAMERICA LIFE INSURANCE COMPANY (“TLIC”), an Iowa corporation.

EXHIBIT (8)(k)(2) AMENDMENT NO. 4 TO AMENDED AND RESTATED PARTICIPATION AGREEMENT (FRANKLIN/TEMPLETON)
Participation Agreement • February 15th, 2011 • Separate Account Va C

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Transamerica Life Insurance Company (the “Company” or “you”), and Transamerica Capital, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into an Amended and Restated Participation Agreement dated May 1, 2007, and subsequently amended July 30, 2007, January 10 2008 and November 1, 2008, (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

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EXHIBIT (8)(l)(1) AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT AMERICAN FUNDS INSURANCE SERIES
Participation Agreement • November 19th, 2009 • Separate Account Va C
AMENDMENT NO. 8 AND NOVATION TO AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 30th, 2007 • Separate Account Va C

Amendment dated May 1, 2007 to the Amended and Restated Principal Underwriting Agreement, dated as of May 1, 2002, by and between AFSG Securities Corporation (“AFSG”) and Transamerica Life Insurance Company (“Transamerica”) (the “Agreement”).

EXHIBIT (8)(l)(2) AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT AMERICAN FUNDS
Fund Participation Agreement • November 19th, 2009 • Separate Account Va C
EXHIBIT (8)(k)(3) AMENDMENT No. 5 TO AMENDED AND RESTATED PARTICIPATION AGREEMENT (FRANKLIN/TEMPLETON)
Participation Agreement • April 17th, 2012 • Separate Account Va C

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Transamerica Life Insurance Company (the “Company” or “you”), and Transamerica Capital, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into an Amended and Restated Participation Agreement dated May 1, 2007, and subsequently amended July 30, 2007, January 10 2008, November 1, 2008 and October 1, 2010, (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

AMENDMENT NO. 38 TO PARTICIPATION AGREEMENT AMONG TRANSAMERICA SERIES TRUST, TRANSAMERICA LIFE INSURANCE COMPANY, TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, AND MONUMENTAL LIFE INSURANCE COMPANY
Participation Agreement • November 6th, 2008 • Separate Account Va C

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:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • November 6th, 2008 • Separate Account Va C

Amendment to the Participation Agreement (the “Agreement”), dated as of May 1, 2000, between TRANSAMERICA LIFE INSURANCE COMPANY (“Insurer”); TRANSAMERICA CAPITAL, INC. (replacing AFSG SECURITIES CORPORATION by Amendment and Novation) (“Contracts Distributor”) (together Insurer and Contracts Distributor, the “Company”); ALLIANCEBERNSTEIN L.P. (formerly ALLIANCE CAPITAL MANAGEMENT L.P.) (“Adviser”); and ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly, ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC.) (“Distributor”).

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT (FRANKLIN TEMPLETON)
Participation Agreement • November 6th, 2008 • Separate Account Va C

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Transamerica Life Insurance Company (the “Company” or “you”), and Transamerica Capital, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into an Amended and Restated Participation Agreement dated as of May 1, 2007 and subsequently amended as of July 30, 2007 and January 20, 2008 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

EXHIBIT (3)(a)(3) Amendment No. 10 to Amended and Restated Principal Underwriting Agreement
Principal Underwriting Agreement • November 6th, 2008 • Separate Account Va C

Amendment dated October 1, 2008, to the Amended and Restated Principal Underwriting Agreement, dated as of May 1, 2002, by and between Transamerica Capital, Inc. (“TCI”) and Transamerica Life Insurance Company (“Transamerica”) (the “Agreement”).

ADDENDUM NO. 12 TO PARTICIPATION AGREEMENT AMONG WRL SERIES FUND, INC., PFL LIFE INSURANCE COMPANY, AUSA LIFE INSURANCE COMPANY, INC., AND PEOPLES BENEFIT LIFE INSURANCE COMPANY
Participation Agreement • November 2nd, 1999 • PFL Life Variable Annuity Account C

Amendment No. 12 to the Participation Agreement among WRL Series Fund, Inc., (the "Fund"), PFL Life Insurance Company ("PFL"), AUSA Life Insurance Company, Inc. ("AUSA"), and Peoples Benefit Life Insurance Company ("Peoples") dated July 1, 1992, as amended ("Participation Agreement").

REINSURANCE AGREEMENT NO. FUV-011 BETWEEN TRANSAMERICA LIFE INSURANCE COMPANY AND SCOTTISH ANNUITY & LIFE INTERNATIONAL INSURANCE COMPANY (BERMUDA)LIMITED
Reinsurance Agreement • April 30th, 2009 • Separate Account Va C • Iowa

Whereas the Reinsured and Union Hamilton Reinsurance Limited of Hamilton, Bermuda (“Union”) have entered into an Automatic Modified Coinsurance Agreement No. FUV-1 effective April 1, 2001 (“Coinsurance Agreement”), and

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • February 15th, 2011 • Separate Account Va C

The Participation Agreement (the “Agreement”), dated as of May 1, 1998, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF IVIF”); Invesco Distributors, Inc, a Delaware corporation (“INVESCO”); Transamerica Life Insurance Company (formerly, PFL Life Insurance Company), an Iowa life insurance company (“LIFE COMPANY”) and Transamerica Capital, Inc. (replacing AFSG SECURITIES CORPORATION by Amendment and Novation), is hereby amended as follows:

WITNESSETH:
Principal Underwriting Agreement • December 8th, 1999 • PFL Life Variable Annuity Account C • Iowa
EXHIBIT (8)(f)(3) AMENDMENT No. 13 TO FUND PARTICIPATION AGREEMENT (JANUS ASPEN SERIES)
Fund Participation Agreement • April 17th, 2012 • Separate Account Va C

This Amendment (the “Amendment”) to the Fund Participation Agreement (as defined below) is made effective as of August 25, 2011 (“Effective Date”) by and between Janus Aspen Series (the “Trust”) and Transamerica Life Insurance Company, a life insurance company organized under the laws of the State of Iowa (the “Company”).

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