THIRD AMENDMENT TO PARTICIPATION AGREEMENT

THIRD AMENDMENT TO PARTICIPATION AGREEMENT

This Third Amendment to Participation Agreement is dated as of June 25, 2004, by and among Vanguard Variable Insurance Fund, The Vanguard Group, Inc., Vanguard Marketing Corporation and Transamerica Life Insurance Company.

WITNESSETH:

WHEREAS, the parties hereto have entered into a Participation Agreement dated as of May 7, 2001, as amended (the “Participation Agreement”), pursuant to which the Sponsor has agreed to make shares of the Fund available for purchase and redemption by certain Accounts of the Company in connection with the Company’s Variable Insurance Products; and

WHEREAS, the parties desire to modify the Participation Agreement in certain respects;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1.    Defined Terms. Unless otherwise defined herein, capitalized terms in this Amendment shall have the meanings assigned in the Participation Agreement.

2.    Amendment of Participation Agreement. The Participation Agreement is hereby amended by replacing Schedule A to the Participation Agreement with Schedule A attached to this Amendment.

3.    No Other Modifications. Except as specifically modified hereby, the Participation Agreement remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed on their behalf by their duly authorized officers as of the day and year first above written.

VANGUARD VARIABLE INSURANCE FUND
By:		/s/ R. Xxxxxxx Xxxxxx

Name:		R. Xxxxxxx Xxxxxx
Title:		Secretary

THE VANGUARD GROUP, INC.
By:		/s/ R. Xxxxxxx Xxxxxx

Name:		R. Xxxxxxx Xxxxxx
Title:		Managing Director

VANGUARD MARKETING CORPORATION
By:		/s/ R. Xxxxxxx Xxxxxx

Name:		R. Xxxxxxx Xxxxxx
Title		Senior Vice President

TRANSAMERICA LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X. Xxxxxx

Name:		Xxxxx X. Xxxxxx
Title:		VP

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

(effective June 25, 2004)

Name of Separate Account		Contracts Funded by Separate Account
PFL Corporate Account One		Advantage V (or Successor Marketing Names) Variable Adjustable Life Insurance Policy Form Number WL712 136 84 798 (may vary by state)
Transamerica Corporate Separate Account Sixteen		Advantage X Variable Adjustable Life Insurance Policy Form Number EM VC1 TL703 (may vary by state)
PFL Corporate Separate Account Five		Advantage VI Variable Adjustable Group Life Insurance Policy Form Number WL936 136 89 101 (may vary by state)