AMENDMENT NO. 39 TO PARTICIPATION AGREEMENT AMONG TRANSAMERICA SERIES TRUST, TRANSAMERICA LIFE INSURANCE COMPANY, TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, AND MONUMENTAL LIFE INSURANCE COMPANY

AMENDMENT NO. 39 TO

PARTICIPATION AGREEMENT AMONG

TRANSAMERICA SERIES TRUST,

TRANSAMERICA LIFE INSURANCE COMPANY,

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, AND

MONUMENTAL LIFE INSURANCE COMPANY

The Participation Agreement, dated July I, 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") (collectively, the "Companies") is

hereby amended as follows:

The following shall be added as a new Section l.l 0.:

If transactions in Fund shares are to be settled through the National Securities Clearing

Corporation's ("NSCC") Mutual Fund Settlement, Entry and Registration Verification

(Fund/SERV) system, the following provisions shall apply:

Each party to this Agreement represents that it or one of its affiliates has entered into the

Standard Networking Agreement with the NSCC and it desires to participate in the programs

offered by the NSCC Fund/SERV system which provide (i) an automated process whereby

the shareholder purchases, redemptions, exchanges and transactions of mutual fund shares

are executed through the Fund/SERV system, and (ii) a centralized and standardized

communication system for the exchange of customer-level information and account activity

through the Fund/SERV Networking system ("Networking").

For each Fund/SERV transaction, including a transaction establishing accounts with the Fund

or its affiliate, the Companies shall provide the Fund with all information necessary or

appropriate to establish and maintain each Fund/SERV transaction (and any subsequent

changes to such information), which the Companies hereby certify is and shall remain true

and correct. The Companies shall maintain documents required by the Fund to effect

Fund/SERV transactions. Each instruction shall be deemed to be accompanied by a

representation by the Companies that it has received proper authorization from each person

whose purchase, redemption, account transfer or exchange transaction is effected as a result

of such instruction.

Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to

be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

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, effective as of December 8, 2008.

(Signatures on the following page)

TRANSAMERICA SERIES TRUST

By its authorized officer,

By: /s/Xxxxxxxxxxx X. Xxxxxxx

Xxxxxxxxxxx X. Xxxxxxx

Title: Vice President

TRANSAMERICA FINANCIAL

LIFE INSURANCE COMPANY

By its authorized officer,

By: /s/Xxxxxx X. Xxxxx

Xxxxxx X. Xxxxx

Title: Vice President

TRANSAMERICA LIFE INSURANCE COMPANY

By its authorized officer,

By: /s/Xxxxxx X. Xxxxx

Xxxxxx X. Xxxxx

Title: Vice President

MONUMENTAL LIFE INSURANCE

COMPANY

By its authorized officer,

By: /s/Xxxxxx X. Xxxxxxx

Xxxxxx X. Xxxxxxx

Title: Vice President