AMENDMENT NO. 10 TO AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT

26 (c)(iv)

Amendment No.10 to Principal Underwriting Agreement between TCI

and Transamerica Life Insurance Company

AMENDMENT NO. 10 TO

AMENDED AND RESTATED

PRINCIPAL UNDERWRITING AGREEMENT

Amendment dated October 2, 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”).

WHEREAS, effective October 2, 2008, Exhibit A of the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit A.

NOW, THEREFORE, in consideration of the above premises and of the mutual promises contained herein and the mutual benefits to be derived herefrom, TCI and Transamerica (the “parties”), intending to be legally bound, hereby agree as follows:

1. Agreement Remains Effective. Unless expressly modified by this Amendment, all terms and conditions contained in the Agreement shall remain in effect accordance with the terms of the Agreement.

2. Entire Agreement and Modification. This Amendment and the Agreement contain the entire understanding and agreement between the parties hereto and supersede all prior or contemporaneous agreements relative to the subject matter of the Agreement. This Amendment and the Agreement may not be amended, modified, supplemented or changed, in any respect whatsoever, except by a written agreement duly executed by the parties.

IN WITNESS WHEREOF, the parties, by their duly authorized officers, have executed this Amendment on the dates indicated.

TRANSAMERICA CAPITAL, INC.				TRANSAMERICA LIFE INSURANCE COMPANY
By:		/s/ Xxxxxx X. Xxxxxxxx		By:		/s/ Xxxxx X. Xxxxx
		Xxxxxx X. Xxxxxxxxx				Xxxxx X. Xxxxx
Title:		President and Chief Operations Office		Title:		Vice President