EXHIBIT (8)(h)(1) AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (Huntington)

EXHIBIT (8)(h)(1)

AMENDMENT NO. 1 TO

PARTICIPATION AGREEMENT

(Huntington)

AMENDMENT NO. 1 TO

PARTICIPATION AGREEMENT AMONG

HUNTINGTON VA FUNDS,

EDGEWOOD SERVICES, INC.,

HUNTINGTON ASSET ADVISORS, INC.

and

TRANSAMERICA LIFE INSURANCE COMPANY

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.

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

WHEREAS, Transamerica Financial Life Insurance Company (“TFLIC”), an affiliate of the Company, has registered or will register certain variable annuity contracts and/or variable life insurance policies (both the contracts and policies, collectively, “Variable Insurance Products”) 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 QNY (the “Account”) as a segregated asset account to receive, set aside and invest assets attributable to net premiums and payments received under the Variable Insurance Products and such variable annuity contract and variable life insurance policy will be partly funded by the Trust; and

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

WHEREAS, to the extent permitted by applicable insurance law and regulation, TFLIC intends to purchase shares in one or more of the Funds of the Trust to fund its Variable Insurance Products on behalf of the Account, as specified in the amended and restated Schedule A; and

WHEREAS, TFLIC will perform the services listed in Schedule C with respect to the Account and will be entitled to receive a fee from the Trust and/or the Adviser for such services as specified in such amended and restated Schedule C; and

WHEREAS, each of the current parties is desirous of adding Transamerica Financial Life Insurance Company as a party to the Agreement, subject to the same terms and conditions as is the Company under such Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED that TFLIC will become a party to the Agreement and the defined term “Company” in the Agreement will refer individually and collectively to Transamerica Life Insurance Company and Transamerica Financial Life Insurance Company. It is also agreed that TFLIC, through its Separate Account VA QNY, will purchase and redeem shares issued by the Trust, subject to the terms and conditions of the Agreement. It is also agreed that Schedules A and C to the Agreement are hereby amended and restated to add the Separate Account VA QNY, to such Schedules A and C.

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IN WITNESS WHEREOF, each of the parties has caused this Amendment No. 1 to the Agreement to be executed in its name and on its behalf by its duly authorized representative as of May 1, 2004.

HUNTINGTON VA FUNDS						TRANSAMERICA LIFE INSURANCE COMPANY
By its authorized officer						By its authorized officer
By:		/s/ Xxxxxx X. Xxxxxxx				By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxxx				Name:		Xxxx X. Xxxxxx
Title:		Vice President				Title:		Assistant Secretary

EDGEWOOD SERVICES, INC						TRANSAMERICA FINANCIAL LIFE
By its authorized officer						INSURANCE COMPANY
						By its authorized officer
By:		/s/ Xxxxxxx X. Xxxxx, Xx.
Name:		Xxxxxxx X. Xxxxx, Xx.				By:		/s/ Xxxx X. Xxxxxx
Title:		President				Name:		Xxxx X. Xxxxxx
						Title:		Vice President

HUNTINGTON ASSET ADVISORS, INC.
By its authorized officer
By:		/s/ B. Xxxxxxxx Xxxxxxx
Name:		B. Xxxxxxxx Xxxxxxx
Title:		President

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AMENDMENT NO. 1 TO AND RESTATEMENT OF

SCHEDULE A

SEPARATE ACCOUNTS, ASSOCIATED CONTRACTS, AND FUNDS

Name of Separate Account and Date Established by the Board of Trustees		Name of Contract Funded by Separate Account and Policy Form Numbers of Contracts Funded		Added
Separate Account VA S November 26, 2001		Flexible Premium Variable Annuity - D Transamerica Life Insurance Company Form No. AV865 101 167 103		December 31, 2003
Separate Account VA Q November 26, 2001		Flexible Premium Variable Annuity – B Transamerica Life Insurance Company Form No. AV864 101 165 103		December 31, 2003
Separate Account VA QNY August 13, 1996		Flexible Premium Variable Annuity – E Transamerica Financial Life Insurance Company Form No. AV1024 101 179 1003		May 1, 2004

Applicable Fund		CUSIP						Added
Huntington VA Income Equity Fund		446771107						December 31, 0000
Xxxxxxxxxx XX Growth Fund		446771206						December 31, 0000
Xxxxxxxxxx XX Dividend Capture Fund		446771305						December 31, 0000
Xxxxxxxxxx XX Mid Corp America		446771503						December 31, 0000
Xxxxxxxxxx XX New Economy Fund		446771602						December 31, 0000
Xxxxxxxxxx XX Rotating Markets Fund		446771701						December 31, 0000
Xxxxxxxxxx XX Macro 100 Fund		446771875						May 1, 0000
Xxxxxxxxxx XX Mortgage Securities Fund		446771867						May 1, 0000
Xxxxxxxxxx XX International Equity Fund		446771800						May 1, 0000
Xxxxxxxxxx XX Situs Small Cap Fund		446771883						May 1, 2004

IN WITNESS WHEREOF, each of the parties has caused this Schedule A to be executed in its name and on its behalf by its duly authorized representative as of December 1, 2003, and further amended and restated as of May 1, 2004.

TRANSAMERICA LIFE INSURANCE COMPANY,						EDGEWOOD SERVICES, INC.
on its behalf and on behalf of each Separate Account named in this Schedule A, as may be amended from time to time
By:		/s/ Xxxx X. Xxxxxx				By:		/s/ Xxxxxxx X. Xxxxx, Xx.
Its:		Assistant Secretary				Its:		President

HUNTINGTON VA FUNDS,						HUNTINGTON ASSET ADVISORS, INC.
on its behalf and on behalf of each Fund named in this Schedule A, as may be amended from time to time
By:		/s/ Xxxxxx X. Xxxxxxx				By:		/s/ B. Xxxxxxxx Xxxxxxx
Its:		Vice President				Its:		President

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TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY
on its behalf and on behalf of each Separate Account named in this Schedule A, as may be amended from time to time
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Vice President

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AMENDMENT NO. 1 TO AND RESTATEMENT OF

SCHEDULE C

Services Provided by the Company

Pursuant to Article V of the Agreement, the Company shall perform all administrative and shareholder services with respect to the Contracts and plans, including but not limited to, the following:

1. Maintaining separate records for each Contract owner and each plan, which shall reflect the Fund shares purchased and redeemed and Fund share balances of such Contract owners and plans. The Company will maintain accounts with each Fund on behalf of Contract owners and plans, and such account shall be in the name of the Company (or its nominee) as the record owner of shares owned by such Contract owners and plans.

2. Disbursing or crediting to contract owners and plans all proceeds of redemptions of shares of the Funds and all dividends and other distributions not reinvested in shares of the Funds.

3. Preparing and transmitting to Contract owners and plans, as required by law, periodic statements showing the total number of shares owned as of the statement closing date, purchases and redemptions of Fund shares during the period covered by the statement and the dividends and other distributions paid during the statement period (whether paid in cash or reinvested in Fund shares), and such other information as may be required, from time to time, by Contract owners and plans.

4. Providing communication support services including providing information about the Funds and answering questions concerning the Funds (including questions respecting Contract owners’ interests in one or more Funds).

5. Maintaining and preserving all records required by law to be maintained and preserved in connection with providing the services for Contract owners and plans.

6. Generating written confirmations and quarterly statements to Contract owners and plan participants.

7. Distributing to Contract owners and plans, to the extent required by applicable law, Funds’ prospectuses, proxy materials, periodic fund reports to shareholders, notices and other materials that the Funds are required by law or otherwise to provide to their shareholders or prospective shareholders.

8. Transmitting purchase and redemption orders to the Trust on behalf of the Contract owners and plans.

9. Providing teleservicing support in connection with the Trust.

10. Facilitating the tabulation of Contract owners’ votes in the event of a meeting of Fund shareholders; providing information relating to the Contacts and share balances under such Contracts to the Trust as may be reasonably requested.

11. Administering fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals involving the Funds.

12. Providing other services as may be agreed upon from time to time.

In consideration for the Company providing these services, the Trust and/or the Advisor agree to pay the Company in an amount equal to the following annual fee, based on the average daily net assets of the Funds held by the Accounts underlying the Contracts listed below, such amounts to be paid within 30 days of the end of each month.

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For purposes of computing the payment to the Company, the Company shall compute the average daily net assets of Shares held in the Accounts over a monthly period by totaling such Accounts’ aggregate investment (Share net asset value multiplied by total number of Shares held by such Accounts) on each Business Day during the calendar month, and dividing by the total number of Business Days during such month. The payment to the Company shall be calculated by the Company and communicated to the Trust and Advisor at the end of each calendar month and will be paid to the Company within 30 days thereafter.

Contract		Annual Fee		Added
Flexible Premium Variable Annuity - D Transamerica Life Insurance Company Form No. AV865 101 167 103		0.25%		December 31, 2003
Flexible Premium Variable Annuity - B Transamerica Life Insurance Company Form No. AV864 101 165 103		0.25%		December 31, 2003
Flexible Premium Variable Annuity - E Transamerica Financial Life Insurance Company Form No. AV1024 101 179 1003		0.25%		May 1, 2004

IN WITNESS WHEREOF, each of the parties has caused this Schedule C to be executed in its name and on its behalf by its duly authorized representative as of December 1, 2003, and further amended and restated as of May 1, 2004.

TRANSAMERICA LIFE INSURANCE COMPANY,						EDGEWOOD SERVICES, INC.
on its behalf and on behalf of each Separate Account named in Schedule A, as may be amended from time to time
By:		/s/ Xxxx X. Xxxxxx				By:		/s/ Xxxxxxx X. Xxxxx, Xx.
Its:		Assistant Secretary				Its:		President

HUNTINGTON VA FUNDS,						HUNTINGTON ASSET ADVISORS, INC.
On its behalf and on behalf of each Fund named in Schedule A, as may be amended from time to time
By:		/s/ Xxxxxx X. Xxxxxxx				By:		/s/ B. Xxxxxxxx Xxxxxxx
Its:		Vice President				Its:		President

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY
on its behalf and on behalf of each Separate Account named in this Schedule A, as may be amended from time to time
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Its:		Vice President

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