EXHIBIT (8)(a)(3) AMENDMENT NO. 28 TO PARTICIPATION AGREEMENT (AEGON/TRANSAMERICA)

EXHIBIT (8)(a)(3)

AMENDMENT NO. 28 TO PARTICIPATION AGREEMENT

(AEGON/TRANSAMERICA)

AMENDMENT NO. 28 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. 28 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, Transamerica and TFLIC, has registered or will register certain variable annuity contracts (the “Policies”) under the Securities Act of 1933; and

WHEREAS, Transamerica has, by resolution of its Board of Directors, duly organized and established the Separate Account VA R, the Separate Account VA S and the Separate Account Q; and TFLIC has, by resolution of its Board of Directors, duly organized and established the Separate Account QNY (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, Transamerica and 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, Transamerica and TFLIC intend to purchase shares in one or more of the portfolios of the Fund to fund its contracts on behalf of the Accounts, as specified in Schedule A attached to this Amendment, as such Schedule A is amended by this Amendment No. 28, and as Schedule A may be amended from time to time; and

NOW, THEREFORE, IT IS HEREBY AGREED that Transamerica, through its Policies, Flexible Premium Variable Annuity—C, Flexible Premium Variable Annuity—D and Flexible Premium Variable Annuity—B; and TFLIC, through its Policy, Flexible Premium Variable Annuity—E, 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 Flexible Premium Variable Annuity—C, the Flexible Premium Variable Annuity—D, the Flexible Premium Variable Annuity—B and the Flexible Premium Variable Annuity—E as additional “Policies”; and to add the Separate Account VA R, the Separate Account VA S, the Separate Account Q and the Separate Account QNY as additional “Accounts”.

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 December 1, 2003.

TRANSAMERICA LIFE INSURANCE COMPANY By its authorized officer						AEGON/TRANSAMERICA SERIES FUND, INC. By its authorized officer
By:		/s/    Xxxxx X. Xxxxxx				By:		/s/    Xxxx X. Xxxxxx
		Xxxxx X. Xxxxxx Title: President						Xxxx X. Xxxxxx Title: Vice President, Secretary and General Counsel

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY By its authorized officer						PEOPLES BENEFIT LIFE INSURANCE COMPANY By its authorized officer
By:		/s/    Xxxxx X. Xxxxxx				By:		/s/    Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx Title: Vice President						Xxxxx X. Xxxxxx Title: Executive Vice President
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY By its authorized officer						TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY By its authorized officer
By:		/s/    Xxxxxxxxx X. Xxxxxxx				By:		/s/    Xxxxxxxxx X. Xxxxxxx
		Xxxxxxxxx X. Xxxxxxx Title: Assistant Vice President and Assistant Secretary						Xxxxxxxxx X. Xxxxxxx Title: Assistant Vice President and Assistant Secretary

AMENDED SCHEDULE A

Effective December 1, 2003

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 K
		Separate Account H
		Separate Account 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 Q
		Separate Account QNY
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
		TFLIC Freedom Elite Builder
		TFLIC Premier Variable Annuity

AMENDED SCHEDULE A (continued)

Policies (continued):
		Immediate Income Builder II
		Premier Asset Builder Variable Annuity
		TransAccumulator VUL cv
		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
		Flexible Premium Variable Annuity—A
		Portfolio Select Variable Annuity
		Flexible Premium Variable Annuity—B
		Flexible Premium Variable Annuity—C
		Flexible Premium Variable Annuity—D
		Flexible Premium Variable Annuity—E
Portfolios:		AEGON/Transamerica Series Fund, Inc.—Each Portfolio has an Initial Class of Shares and a Service Class of Shares

AEGON Xxxx

Xxxxx Aggressive Growth

Asset Allocation—Conservation Portfolio

Asset Allocation—Moderate Portfolio

Asset Allocation—Moderate Growth Portfolio

Asset Allocatio—Growth Portfolio

American Century International

American Century Income & Growth

BlackRock Large Cap Value

BlackRock Mid Cap Growth

BlackRock Global Science & Technology Opportunities

Capital Guardian Global

Capital Guardian U.S. Equity

Capital Guardian Value

Clarion Real Estate Securities

Dreyfus Mid Cap

Dreyfus Small Cap Value

Federated Growth & Income

GE U.S. Equity

Great Companies—America ^sm

Great Companies—Technology ^sm

X.X. Xxxxxx Enhanced Index

Janus Balanced

Janus Global

Janus Growth

Xxxxxxxx Growth

LKCM Strategic Total Return

Xxxxxxx Growth

MFS High Yield

Munder Net50

PBHG/NWQ Value Select

AMENDED SCHEDULE A (continued)

Portfolios:        AEGON/Transamerica Series Fund, Inc. (continued)

PBHG Mid Cap Growth

PIMCO Total Return

Protected Principal Stock

Salomon All Cap

Select+ Aggressive

Select+ Conservative

Select+ Growth & Income

Xxxxxxxxx Great Companies Global

X. Xxxx Price Equity Income

X. Xxxx Price Growth Stock

X. Xxxx Price Small Cap

Third Avenue Value

Transamerica Equity

Transamerica Convertible Securities

Transamerica Growth Opportunities

Transamerica Money Market

Transamerica U.S. Government Securities

Transamerica Value Balanced

Xxx Xxxxxx Active International Allocation

Xxx Xxxxxx Asset Allocation

Xxx Xxxxxx Emerging Growth