0000928385-01-500530 Sample Contracts

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2001 • PFL Life Variable Annuity Account C
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EXHIBIT (8)(c)(2) FORM OF PARTICIPATION AGREEMENT (TRANSAMERICA) PARTICIPATION AGREEMENT -----------------------
Participation Agreement • April 27th, 2001 • PFL Life Variable Annuity Account C • California
AMENDMENT NO. 17 TO PARTICIPATION AGREEMENT AMONG WRL SERIES FUND, INC., TRANSAMERICA LIFE INSURANCE COMPANY, AUSA LIFE INSURANCE COMPANY, INC., PEOPLES BENEFIT LIFE INSURANCE COMPANY AND TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
Participation Agreement • April 27th, 2001 • PFL Life Variable Annuity Account C

Amendment No. 17 to the Participation Agreement among WRL Series Fund, Inc., (the "Fund"), Transamerica Life Insurance Company ("Transamerica), AUSA Life Insurance Company, Inc. ("AUSA Life"), Peoples Benefit Life Insurance Company ("Peoples") and Transamerica Occidental Life Insurance Company ("TOLIC") dated July 1, 1992, as amended ("Participation Agreement").

EXHIBIT (8)(d)(2) -----------------
Participation Agreement Addendum • April 27th, 2001 • PFL Life Variable Annuity Account C

This Schedule shall be effective as of the date of the last signature below, and replaces and supersedes Schedule A to the Participation Agreement dated April 1, 1991 (as amended) among Variable Insurance Products Fund, Variable Insurance Products Fund II, Fidelity Distributors Corporation and Transamerica Life Insurance Company, formerly PFL Life Insurance Company.

EXHIBIT (8)(c)(1)
Termination of Participation Agreement • April 27th, 2001 • PFL Life Variable Annuity Account C

This TERMINATION OF PARTICIPATION AGREEMENT is made and entered into this ____ day of ________, 2001, among TRANSAMERICA VARIABLE INSURANCE FUND, INC., a corporation organized under the laws of Maryland (hereinafter the "Fund"), TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, a California corporation (hereinafter the "Adviser") and TRANSAMERICA LIFE INSURANCE COMPANY (formerly known as PFL Life Insurance Company), an Iowa Life Insurance Company, (hereinafter the "Insurance Company"), on its own behalf and on behalf of its SEPARATE ACCOUNTS, (the "Account").

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