EXHIBIT (8)(a)(4) Amendment No. 31 to Participation Agreement

EXHIBIT (8)(a)(4)

Amendment No. 31 to Participation Agreement

AMENDMENT NO. 31 TO

PARTICIPATION AGREEMENT AMONG

AEGON/TRANSAMERICA SERIES FUND, INC.,

TRANSAMERICA LIFE INSURANCE COMPANY,

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY,

PEOPLES BENEFIT LIFE INSURANCE COMPANY,

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND

TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY

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”).

WHEREAS, pursuant to the Participation Agreement, each Company serves as the Fund’s designee for receipt of purchase and redemption orders with respect to shares of the Fund; and

WHEREAS, each party has determined that it is appropriate and in the best interests of the Fund, its Designated Portfolios, and each Company to amend Article II of the Participation Agreement to provide for certain representations and warranties with respect to the handling of orders with respect to the Fund’s shares and the implementation of policies and procedures to limit or prevent frequent trading and/or market timing activities with respect to the Designated Portfolios; and

WHEREAS, TFLIC, has registered or will register certain variable life policies and variable annuity contracts (the “Policies”) under the Securities Act of 1933; and

WHEREAS, TFLIC has, by resolution of its Board of Directors, duly organized and established the Separate Account VA WNY and the TFLIC Separate Account VNY (the “Accounts”), as segregated asset accounts to receive, set aside and invest assets attributable to net premiums and payments received under the Policies and such Policies will be partly funded by the Fund; and

WHEREAS, TFLIC has registered or will register the Accounts as unit investment trusts under the Investment Company Act of 1940, as amended; and

WHEREAS, to the extent permitted by applicable insurance law and regulations, TFLIC intends to purchase shares in one or more of the portfolios of the Fund to fund its Policies on behalf of the Accounts, as specified in Schedule A attached to this Amendment, and as Schedule A may be amended from time to time.

NOW, THEREFORE, IT IS HEREBY AGREED that the following will be added as a new Section 2.12 of the Participation Agreement:

2.12. The Company represents and warrants that (a) all purchase and redemption orders with respect to shares of the Designated Portfolios submitted with respect to a Business Day in accordance with Article I will be received in good order by the Company prior to calculation of the net asset value on that Business Day as disclosed in the Designated Portfolios’ prospectuses, as they may be amended from time to time, and will be processed by the Company in compliance with Rule 22c-1 under the 1940 Act and regulatory interpretations thereof; (b) the Company will provide the Fund or its agent with assurances regarding the compliance of its handling of orders with respect to shares of the Designated Portfolios with the requirements of Rule 22c-1 and regulatory interpretations thereof upon reasonable request; and (c) the Company will use its best efforts to cooperate with the Fund or its agent to implement policies and procedures to prevent frequent trading and/or market timing in the Designated Portfolios and enforce the market timing policies disclosed in the Designated Portfolios’ prospectuses, as they may be amended from time to time.

FURTHER, IT IS HEREBY AGREED that TFLIC, through its Policies, TFLIC Freedom Elite Builder II, Flexible Premium Variable Annuity – H and Flexible Premium Variable Annuity – I, will purchase and redeem shares issued by the Fund, subject to the terms and conditions of the Participation Agreement. It is also hereby agreed that Schedule A to this Agreement will be amended to add the TFLIC Freedom Elite Builder

II, the Flexible Premium Variable Annuity – H and the Flexible Premium Variable Annuity – I as additional “Policies”.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of October 22, 2004.

TRANSAMERICA LIFE INSURANCE COMPANY						AEGON/TRANSAMERICA SERIES FUND, INC.
By its authorized officer						By its authorized officer
By:		/s/ Xxxxxxxxx X. Xxxxxxx				By:		/s/ Xxxx X. Xxxxxx
		Xxxxxxxxx X. Xxxxxxx						Xxxx X. Xxxxxx
		Title: Assistant Secretary						Title: Vice President, Secretary and General Counsel
TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY						PEOPLES BENEFIT LIFE INSURANCE COMPANY
By its authorized officer						By its authorized officer
By:		/s/ Xxxxxxxxx X. Xxxxxxx				By:		/s/ Xxxxxxxxx X. Xxxxxxx
		Xxxxxxxxx X. Xxxxxxx						Xxxxxxxxx X. Xxxxxxx
		Title: Assistant Vice President and Assistant Secretary						Title: Assistant Vice President and Assistant Secretary
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY						TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
By its authorized officer						By its authorized officer
By:		/s/ Xxxxxxxxx X. Xxxxxxx				By:		/s/ Xxxxxxxxx X. Xxxxxxx
		Xxxxxxxxx X. Xxxxxxx						Xxxxxxxxx X. Xxxxxxx
		Title: Assistant Vice President and Assistant Secretary						Title: Assistant Vice President and Assistant Secretary

AMENDED SCHEDULE A

Effective October 22, 2004

Account(s), Policy(ies) and Portfolio(s)

Subject to the Participation Agreement

Accounts:		Separate Account VA B
		Separate Account VA BNY
		Mutual Fund Account
		Separate Account VA A
		Separate Account VA C
		Separate Account VA D
		Retirement Builder Variable Annuity Account
		Transamerica Financial Life Insurance Company Separate Account C
		Peoples Benefit Life Insurance Company Separate Account V
		Legacy Builder Variable Life Separate Account
		TFLIC Series Life Account
		TFLIC Series Annuity Account
		Transamerica Occidental Life Separate Account VUL-3
		Separate Account VA E
		Separate Account VA F
		Transamerica Occidental Life Separate Account VUL-4
		Transamerica Occidental Life Separate Account VUL-5
		Transamerica Life Insurance and Annuity Company on behalf of its Separate Account VA-8
		Separate Account VA J
		Transamerica Occidental Life Separate Account VUL-6
		TA PPVUL 1
		Separate Account VA K
		Separate Account VA H
		Separate Account VA G
		Separate Account VA-2LNY
		Separate Account VA-2L
		Separate Account VL A
		AES Private Placement VA Separate Account
		Separate Account VA L
		Separate Account VA P
		PFL Corporate Account One
		Separate Account VA R
		Separate Account VA S
		Separate Account VA Q
		Separate Account QNY
		Separate Account VA W
		Separate Account VA WNY
		TFLIC Separate Account VNY
Policies:		Transamerica Landmark Variable Annuity
		Transamerica Landmark NY Variable Annuity
		Atlas Portfolio Builder Variable Annuity
		Transamerica EXTRA Variable Annuity
		Transamerica Access Variable Annuity
		Retirement Income Builder II Variable Annuity
		TFLIC & Peoples - Advisor’s Edge Variable Annuity
		Peoples – Advisor’s Edge Select Variable Annuity
		Legacy Builder Plus
		TFLIC Financial Freedom Builder
		Transamerica Elite
		Privilege Select Variable Annuity
		Estate Enhancer Variable Life
		TransSurvivor Life Variable Universal Life
		TransMark Optimum Choice Variable Annuity
		TransUltra® Variable Universal Life

AMENDED SCHEDULE A (continued)

Policies		TFLIC Freedom Elite Builder
(continued)		TFLIC Freedom Premier Variable Annuity
		Immediate Income Builder II
		Premier Asset Builder Variable Annuity
		TransAccumulatorSM VUL
		TFLIC Freedom Wealth Protector
		Advantage V
		Retirement Income Builder Variable Annuity
		Retirement Income Builder - BAI Variable Annuity
		Dreyfus Advisor Advantage Variable Annuity
		Dreyfus Access Advantage Variable Annuity
		Dreyfus/Transamerica Triple Advantage® Variable Annuity (NY)
		Dreyfus/Transamerica Triple Advantage® Variable Annuity
		Transamerica Variable Life
		Advisor’s Edge Select Private Placement
		Transamerica Preferred Advantage Variable Annuity
		Portfolio Select Variable Annuity
		Flexible Premium Variable Annuity – A
		Flexible Premium Variable Annuity – B
		Flexible Premium Variable Annuity – C
		Flexible Premium Variable Annuity – D
		Flexible Premium Variable Annuity – E
		Flexible Premium Variable Annuity – G
		TFLIC Freedom Elite Builder II
		Flexible Premium Variable Annuity – H
		Flexible Premium Variable Annuity – I
Portfolios:		AEGON/Transamerica Series Fund, Inc. – Each Portfolio has an Initial Class of Shares and a Service Class of Shares
		AEGON Bond
		Asset Allocation – Conservative Portfolio
		Asset Allocation – Growth Portfolio
		Asset Allocation – Moderate Portfolio
		Asset Allocation – Moderate Growth Portfolio
		American Century International
		American Century Large Company Value
		Capital Guardian U.S. Equity
		Capital Guardian Global
		Capital Guardian Value
		Clarion Real Estate Securities
		Federated Growth & Income
		Great Companies – America sm
		Great Companies – Technology sm
		X.X. Xxxxxx Enhanced Index
		X.X. Xxxxxx Mid Cap Value
		Janus Growth
		Xxxxxxxx Growth
		Xxxxxxx Growth
		Mercury Large Cap Value
		MFS High Yield
		Munder Net50
		PIMCO Total Return
		Salomon All Cap
		Select+ Aggressive
		Select+ Conservative
		Select+ Growth & Income
		Xxxxxxxxx Great Companies Global
		X. Xxxx Price Equity Income

AMENDED SCHEDULE A (continued)

Portfolios (continued)		X. Xxxx Price Growth Stock
		X. Xxxx Price Small Cap
		Third Avenue Value
		Transamerica Balanced
		Transamerica Equity
		Transamerica Convertible Securities
		Transamerica Growth Opportunities
		Transamerica Money Market
		Transamerica Small/Mid Cap Value
		Transamerica U.S. Government Securities
		Transamerica Value Balanced
		Xxx Xxxxxx Active International Allocation
		Xxx Xxxxxx Asset Allocation
		Xxx Xxxxxx Emerging Growth

31amendpa-10-2004