Separate Account VA WNY Sample Contracts

EXHIBIT (8)(i) Participation Agreement (MFS)
Participation Agreement • April 29th, 2008 • Separate Account VA WNY • Massachusetts

THIS PARTICIPATION AGREEMENT, made and entered into this 1st day of May 2002, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the “Trust”), AUSA LIFE INSURANCE COMPANY, INC., a New York company (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (“MFS”).

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EXHIBIT (8)(c) Participation Agreement (Alliance Bernstein)
Participation Agreement • April 29th, 2008 • Separate Account VA WNY • New York

THIS AGREEMENT, made and entered into as of the 1st day of May, 2001 (“Agreement”), by and AUSA Life Insurance Company, Inc., a life insurance company organized under the laws of the State of New York (“Insurer”) (on behalf of itself and its “Separate Account,” defined below); AFSG Securities Corporation a Pennsylvania corporation (“Contracts Distributor”), the principal underwriter with respect to the Contracts referred to below; Alliance Capital Management L.P., a Delaware limited partnership (“Adviser”), the investment adviser of the Fund referred to below; and Alliance Fund Distributors, Inc., a Delaware corporation (“Distributor”), the Fund’s principal underwriter (collectively, the “Parties”),

AMENDMENT NO. 44 TO PARTICIPATION AGREEMENT (TST)
Participation Agreement • April 28th, 2011 • Separate Account VA WNY

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)(a)(15) AMENDMENT NO. 42 TO PARTICIPATION AGREEMENT (TRANSAMERICA SERIES TRUST)
Participation Agreement • April 26th, 2010 • Separate Account VA WNY

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 NO. 48 TO PARTICIPATION AGREEMENT AMONG TRANSAMERICA SERIES TRUST, TRANSAMERICA LIFE INSURANCE COMPANY, TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, AND MONUMENTAL LIFE INSURANCE COMPANY
Participation Agreement • September 10th, 2012 • Separate Account VA WNY

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 as follows:

PARTICIPATION AGREEMENT By and Among TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY And GE INVESTMENTS FUNDS, INC. And GE INVESTMENT DISTRIBUTORS, INC. And GE ASSET MANAGEMENT INCORPORATED
Participation Agreement • November 19th, 2009 • Separate Account VA WNY • New York

THIS PARTICIPATION AGREEMENT (this “Agreement”), made and entered into as of the 16th day of November, 2009, by and among TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, organized under the laws of the state of New York (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 Delawa

EXHIBIT (8)(a)(11) AMENDMENT NO. 36 TO PARTICIPATION AGREEMENT (TST)
Participation Agreement • April 29th, 2008 • Separate Account VA WNY

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:

AMENDMENT NO. 40 TO PARTICIPATION AGREEMENT AMONG TRANSAMERICA SERIES TRUST, TRANSAMERICA LIFE INSURANCE COMPANY, TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, AND MONUMENTAL LIFE INSURANCE COMPANY
Participation Agreement • April 30th, 2009 • Separate Account VA WNY

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 NO. 41 TO PARTICIPATION AGREEMENT AMONG TRANSAMERICA SERIES TRUST, TRANSAMERICA LIFE INSURANCE COMPANY, TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, AND MONUMENTAL LIFE INSURANCE COMPANY
Participation Agreement • November 19th, 2009 • Separate Account VA WNY

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 WNY • Massachusetts

THIS AGREEMENT is entered into as of this 1st day of May 2009 among Transamerica Financial Life Insurance Company, (the “Company”) a life insurance company organized under the laws of the State of New York (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.

EXHIBIT (8)(a)(5) AMENDMENT NO. 32 TO PARTICIPATION AGREEMENT (ATST)
Participation Agreement • April 29th, 2005 • Separate Account VA WNY

The Participation Agreement, dated July 1, 1992, as amended (“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”) is hereby amended as follows:

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT (FRANKLIN-TEMPLETON)
Participation Agreement • April 26th, 2010 • Separate Account VA WNY • 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”).

PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS, AUSA LIFE INSURANCE COMPANY, INC., ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND AFSG SECURITIES CORPORATION AS UNDERWRITER OF VARIABLE CONTRACTS AND POLICIES
Participation Agreement • April 29th, 2008 • Separate Account VA WNY • Maryland

THIS AGREEMENT, made and entered into as of the 1st day of May, 2002 (“Agreement”), by and among AIM Variable Insurance Funds, a Maryland corporation (“AVIF”); AUSA Life Insurance Company, Inc., a New York company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”); and AFSG Securities Corporation, an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”).

AMENDMENT NO. 2 AND NOVATION TO THE AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 27th, 2007 • Separate Account VA WNY

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”).

AMENDMENT No. 9 TO PARTICIPATION AGREEMENT (FRANKLIN-TEMPLETON)
Participation Agreement • April 13th, 2012 • Separate Account VA WNY

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 (the “Company” or “you”), and Transamerica Capital, Inc., 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 May 3, 2004, April 29, 2005, May 1, 2007, July 30, 2007, January 10, 2008, May 1, 2009, October 1, 2010 and May 1, 2011 (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. 3 TO PARTICIPATION AGREEMENT (FRANKLIN-TEMPLETON)
Participation Agreement • April 26th, 2010 • Separate Account VA WNY

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 (the “Company” or “you”), and Transamerica Capital, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated as of May 1, 2004 and subsequently amended as of May 3, 2004 and April 29, 2005 (the “Agreement”), The parties now desire to amend the Agreement by this amendment (the “Amendment”).

AMENDMENT No. 8 TO PARTICIPATION AGREEMENT (FRANKLIN-TEMPLETON)
Participation Agreement • April 13th, 2012 • Separate Account VA WNY

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 (the “Company” or “you”), and Transamerica Capital, Inc., 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 May 3, 2004, April 29, 2005, May 1, 2007, July 30, 2007, January 10, 2008, May 1, 2009 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. 4 TO PARTICIPATION AGREEMENT (JANUS)
Fund Participation Agreement • April 13th, 2012 • Separate Account VA WNY

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 Financial Life Insurance Company, a life insurance company organized under the laws of the State of New York as successor-in-interest to AUSA Life Insurance Company, Inc. (the “Company”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • December 9th, 2011 • Separate Account VA WNY

The Participation Agreement (the “Agreement”), dated as of May 1, 2002, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”), Transamerica Financial Life Insurance Company (“LIFE COMPANY”) and Transamerica Capital, Inc., is hereby amended as follows.

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (FRANKLIN-TEMPLETON)
Participation Agreement • April 26th, 2010 • Separate Account VA WNY

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 (the “Agreement”). The parties now desire to amend the Agreement in this amendment (the “Amendment”).

AMENDMENT NO. 3 TO JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 29th, 2008 • Separate Account VA WNY

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:

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EXHIBIT (8)(a)(6) Participation Agreement (TST)
Participation Agreement • April 29th, 2008 • Separate Account VA WNY • Florida

THIS AGREEMENT, made and entered into this 1st day of July, 1992 by and among PFL LIFE INSURANCE COMPANY, an Iowa corporation (hereinafter the “Company”) on its own behalf and on behalf of the PFL Endeavor Variable Annuity Account, and other segregated asset accounts of the Company (hereinafter the “Account(s)”), and WRL SERIES FUND, INC., a Maryland corporation (hereinafter the “Fund”) , and WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO, an Ohio corporation and an affiliate of the Company (hereinafter “WRL”.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2008 • Separate Account VA WNY

Amendment 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.); TRANSAMERICA CAPITAL, INC. (replacing AFSG SECURITIES CORPORATION by Amendment and Novation) (“Contracts Distributor”); ALLIANCEBERNSTEIN L.P. (formerly, ALLIANCE CAPITAL MANAGEMENT L.P.) (“Adviser”); and ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly, ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC.) (“Distributor”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2008 • Separate Account VA WNY

The Participation Agreement (the “Agreement”), dated as of May 1, 2002, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”), Transamerica Financial Life Insurance Company (formerly, AUSA Life Insurance Company, Inc.) (“LIFE COMPANY”) and Transamerica Capital, Inc. (replacing AFSG Securities Corporation by Amendment and Novation), is hereby amended as follows.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • December 29th, 2008 • Separate Account VA WNY

Amendment 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.); TRANSAMERICA CAPITAL, INC. (replacing AFSG SECURITIES CORPORATION by Amendment and Novation) (“Contracts Distributor”); ALLIANCEBERNSTEIN L.P. (formerly, ALLIANCE CAPITAL MANAGEMENT L.P.) (“Adviser”); and ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly, ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC.) (“Distributor”).

ADDENDUM TO PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2008 • Separate Account VA WNY

Amendment No.3 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) (the “Agreement”).

EXHIBIT (8)(d)(1) Form of Amendment No. 7 to Participation Agreement (Fidelity VIP I)
Participation Agreement • April 29th, 2008 • Separate Account VA WNY

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

EXHIBIT (8)(b)(3) AMENDMENT TO PARTICIPATION AGREEMENT (AIM/INVESCO)
Participation Agreement • August 6th, 2010 • Separate Account VA WNY

The Participation Agreement (the “Agreement”), dated as of May 1, 2002, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”), Transamerica Financial Life Insurance Company (formerly, AUSA Life Insurance Company, Inc.) (“LIFE COMPANY”) and Transamerica Capital, Inc., is hereby amended as follows.

EXHIBIT (8)(a)(4) Amendment No. 31 to Participation Agreement
Participation Agreement • December 28th, 2004 • Separate Account VA WNY

Amendment No. 31 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)(g)(6) AMENDMENT NO. 7 PARTICIPATION AGREEMENT (FRANKLIN/TEMPLETON)
Participation Agreement • February 15th, 2011 • Separate Account VA WNY

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 (the “Company” or “you”), and Transamerica Capital, Inc., 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 May 3, 2004, April 29, 2005, May 1, 2007, July 30, 2007, January 10, 2008 and May 1, 2009 (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.

EXHIBIT (8)(g)(1) Form of Amendment No. 5 Participation Agreement (Franklin Templeton)
Participation Agreement • April 29th, 2008 • Separate Account VA WNY

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 (the “Company” or “you”), and Transamerica Capital, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated as of May 1, 2004 and subsequently amended as of May 3, 2004, April 29, 2005, May 1, 2007, and July 30, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

EXHIBIT (3)(a) FORM OF AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • December 28th, 2004 • Separate Account VA WNY • New York

THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT made and effective as of the 1st day of November, by and between AFSG SECURITIES CORPORATION (“AFSG”), a Pennsylvania corporation, and Transamerica Financial Life Insurance Company (“TFLIC”), a New York Corporation, (TFLIC is the surviving company of the merger of Transamerica Life Insurance Company of New York into AUSA Life Insurance Company, Inc. effective April 1, 2003), on and on its own behalf and on behalf the separate investment accounts of TFLIC set forth in Exhibit A attached hereto and made a part hereof (collectively, the “Account(s)”).

EXHIBIT (8)(e)(1) Form of Amendment No.7 Participation Agreement (Fidelity VIP II)
Participation Agreement • April 29th, 2008 • Separate Account VA WNY

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

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 • December 29th, 2008 • Separate Account VA WNY

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:

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