AMENDMENT TO PARTICIPATION AGREEMENT
Item 26h.vii.c.
AMENDMENT TO PARTICIPATION AGREEMENT
This amendment (the “Amendment”) made and entered into this ____ day of June, 2010, to the participation agreement by and among TRANSAMERICA LIFE INSURANCE COMPANY (the “Company”), on its own behalf and on behalf of each segregated asset account (individually an “Account”) of the Company, FIRST EAGLE VARIABLE FUNDS, INC. (the “Fund”), and FIRST EAGLE FUNDS DISTRIBUTOR, a division of ASB Securities, LLC (the “Underwriter”) (collectively, the “parties”).
WITNESSETH:
WHEREAS, the parties hereto have entered into a Participation Agreement, dated as of the 4th of August, 2003, (the “Agreement”), pursuant to which the Fund 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 Contracts; and
WHEREAS, the parties desire to modify the Agreement in certain respects;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby acknowledge and agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.
2. Amendment to Agreement. The Agreement is hereby amended by replacing Schedule A of the Agreement with Schedule A attached to this Amendment.
3. Terms and Conditions. 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.
4. Binding Authority. Each of the parties hereby represents and warrants that the execution, delivery and performance of this Amendment are within the party’s corporate power and have been or will be duly authorized by all necessary corporate action, and this Amendment
constitutes the legal, valid and binding obligation of the party in accordance with its terms.
5. Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.
6. Applicable Law. This Amendment shall be construed in accordance with and be governed by the laws of the state of New York.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers or authorized representatives as of the day and year first above written.
FIRST EAGLE VARIABLE FUNDS, INC.
By: ____________________________________
Name: _________________________________
Title: __________________________________
FIRST EAGLE FUNDS DISTRIBUTORS
By: ____________________________________
Name: _________________________________
Title: __________________________________
TRANSAMERICA LIFE INSURANCE COMPANY
By: ____________________________________
Name: _________________________________
Title: __________________________________
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SCHEDULE A
Segregated Asset Accounts of the Company
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Transamerica Corporate Separate Account Sixteen
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PFL Corporate Account One
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Contracts to be Issued by the Company
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Advantage X
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Advantage V
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Advantage VI
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Advantage R3
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Designed Portfolios Shares to be Purchased
First Eagle Overseas Variable Fund
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