0000778209-09-000067 Sample Contracts

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PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2009 • WRL Series Life Account • New York

THIS AGREEMENT, made and entered into as of the 1ST day of November, 2008 (“Agreement”), by and among Western Reserve Life Assurance Co. of Ohio, an Ohio life insurance company (“Insurer”) (on behalf of itself and its “Separate Account,” defined below); Transamerica Capital, Inc., a California corporation (“Contracts Distributor”), the principal underwriter with respect to the Contracts referred to below; AllianceBernstein L.P., a Delaware limited partnership (“Adviser”), the investment adviser of the Fund referred to below; and AllianceBernstein Investments, Inc., a Delaware corporation (“Distributor”), the Fund’s principal underwriter (collectively, the “Parties”),

Amendment No. 1 to Participation Agreement among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., Western Reserve Life Assurance Co. of Ohio and Transamerica Capital, Inc. dated May 1, 2009
Participation Agreement • April 27th, 2009 • WRL Series Life Account

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Western Reserve Life Assurance Co. of Ohio (the “Company”), and Transamerica Capital, Inc., your distributor (the “Distributor,” and together with the Company, “you”), on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated as of November 10, 2008 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

Amendment to Participation Agreement among AllianceBernstein Variable Products Series Fund, Inc., and Western Reserve dated May 1, 2009
Participation Agreement • April 27th, 2009 • WRL Series Life Account

Amendment dated as of May 1, 2009 to the Participation Agreement (the “Agreement”), dated as of November 1, 2008, between WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO (“Insurer”)); TRANSAMERICA CAPITAL, INC. (“Contracts Distributor”); ALLIANCEBERNSTEIN L.P. (“Adviser”); and ALLIANCEBERNSTEIN INVESTMENTS, INC. (“Distributor”).

Contract
Participation Agreement • April 27th, 2009 • WRL Series Life Account

Amendment No. 33 to the Participation Agreement (“Agreement”), dated February 27, 1991, as amended, between Transamerica Series Trust and Western Reserve Life Assurance Co. of Ohio (the “Parties”).

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