AMENDMENT TO THE PARTICIPATION AGREEMENT DATED DECEMBER 15, 1997 BY AND AMONG OCC ACCUMULATION TRUST, OCC DISTRIBUTORS, OPCAP ADVISORS AND TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY This is an amendment to the December 15, 1997 Participation...

                      AMENDMENT TO THE PARTICIPATION AGREEMENT
                              DATED DECEMBER 15, 1997
                                    BY AND AMONG
                              OCC ACCUMULATION TRUST,
                        OCC DISTRIBUTORS, OPCAP ADVISORS AND
                  TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
                                          
                                          
     This is an amendment to the December 15, 1997 Participation Agreement
("Agreement") among OCC Accumulation Trust, OCC Distributors, OpCap Advisors and
Transamerica Life Insurance and Annuity Company.

     The following separate accounts of Transamerica Life Insurance and Annuity
Company are permitted in accordance with the provisions of this Agreement to
invest in Portfolios of the Fund shown in Schedule 2:

Separate Account VA-6
Separate Account VA-7

September 8, 1998

                                   OCC ACCUMULATION TRUST

                                   By:    s/ Xxxxxxx Xxxxxx
                                      ----------------------------
                                   Name:  Xxxxxxx Xxxxxx
                                   Title:  Secretary

                                   OCC DISTRIBUTORS

                                   By:    s/ Xxxxxx X. Xxxxxx
                                      ----------------------------
                                   Name:  Xxxxxx X. Xxxxxx
                                   Title:  Secretary

                                   TRANSAMERICA LIFE INSURANCE 
                                   AND ANNUITY COMPANY

                                   By:    s/ Xxxx X. Xxxxx
                                      ----------------------------
                                   Name:  Xxxx X. Xxxxx
                                   Title:  Second Vice President and 
                                            Assistant General Counsel

                                   OPCAP ADVISORS

                                   By:    s/ Xxxxxxx X. Xxxxx
                                      ----------------------------
                                   Name:  Xxxxxxx X. Xxxxx
                                   Title:  President