0000933275-08-000002 Sample Contracts

Participation Agreement among ProFunds, Access One Trust, ProFunds Advisors, Inc. and Transamerica dated June 6, 2006
Participation Agreement • April 25th, 2008 • Tflic Series Life Account • Maryland

THIS AGREEMENT, dated as of the 6th day of June 2006 by and among Transamerica Financial Life Insurance Company (the "Company"), a New York corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto, as may be amended from time to time (each account hereinafter referred to as the "Account"), ProFunds, a Delaware business trust, Access One Trust, a Delaware business trust (each of ProFunds or the Access One Trust referred to herein as the "Fund"), and ProFund Advisors LLC (the "Adviser"), a Maryland limited liability company.

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AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 25th, 2008 • Tflic Series Life Account • New York

THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT made and effective as of the 25th day of January, 2005, by and between AFSG SECURITIES CORPORATION (“AFSG”), a Pennsylvania corporation, and Transamerica Financial Life Insurance Company (“TFLIC”), a New York Corporation, (TFLIC is the surviving company of the merger of Transamerica Life Insurance Company of New York into AUSA Life Insurance Company, Inc. effective April 1, 2003), on and on its own behalf and on behalf the separate investment accounts of TFLIC set forth in Exhibit A attached hereto and made a part hereof (collectively, the “Account(s)”).

AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 25th, 2008 • Tflic Series Life Account

Amendment to the Amended and Restated Principal Underwriting Agreement, dated as of January 25, 2005, by and between AFSG Securities Corporation and Transamerica Financial Life Insurance Company (the “Agreement”).

AMENDMENT NO. 35 TO PARTICIPATION AGREEMENT AMONG AEGON/TRANSAMERICA SERIES TRUST, TRANSAMERICA LIFE INSURANCE COMPANY, TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, PEOPLES BENEFIT LIFE INSURANCE COMPANY, AND TRANSAMERICA OCCIDENTAL LIFE INSURANCE...
Participation Agreement • April 25th, 2008 • Tflic Series Life Account

The Participation Agreement, dated July 1, 1992, as amended (“Agreement”) among AEGON/Transamerica Series Trust (the "Fund"), Transamerica Life Insurance Company (“Transamerica”), Transamerica Financial Life Insurance Company (“TFLIC”), Peoples Benefit Life Insurance Company (“Peoples”), and Transamerica Occidental Life Insurance Company (“TOLIC”) is hereby amended as follows:

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 25th, 2008 • Tflic Series Life Account

Amendment dated May 1, 2008 to the Amended and Restated Principal Underwriting Agreement, dated as of January 25, 2005, by and between Transamerica Capital, Inc. (“TCI”) and Transamerica Financial Life Insurance Company (“TFLIC”) (the “Agreement”).

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 25th, 2008 • Tflic Series Life Account

Amendment dated November 1, 2007 to the Amended and Restated Principal Underwriting Agreement, dated as of January 25, 2005, by and between Transamerica Capital, Inc. (“TCI”) and Transamerica Financial Life Insurance Company (“TFLIC”) (the “Agreement”).

AMENDMENT NO. 2
Participation Agreement • April 25th, 2008 • Tflic Series Life Account • Maryland

AMENDMENT NO. 2 (the “Amendment”) effective February 28, 2008 to the Participation Agreement (the “Agreement”) by and among TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, (the “Company”), a New York life insurance company, on its own behalf and on behalf of each segregated asset account of the Company, PROFUNDS, a Delaware business trust, ACCESS ONE TRUST, a Delaware business trust (each of ProFunds or the Access One Trust referred to herein as the “Fund”), and PROFUND ADVISORS LLC (the “Adviser”), a Maryland limited liability company.

AMENDMENT NO. 1
Participation Agreement • April 25th, 2008 • Tflic Series Life Account • Maryland

AMENDMENT NO. 1 (the “Amendment”) dated as of June 1, 2007 to the Participation Agreement (the “Agreement”) by and among TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, (the “Company”), a New York life insurance company, on its own behalf and on behalf of each segregated asset account of the Company, PROFUNDS, a Delaware business trust, ACCESS ONE TRUST, a Delaware business trust (each of ProFunds or the Access One Trust referred to herein as the “Fund”), and PROFUND ADVISORS LLC (the “Adviser”), a Maryland limited liability company.

AMENDMENT NO. 2 AND NOVATION TO THE AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 25th, 2008 • Tflic Series Life Account

Amendment dated May 1, 2007 to the Amended and Restated Principal Underwriting Agreement, dated as of January 25, 2005, by and between AFSG Securities Corporation (“AFSG”) and Transamerica Financial Life Insurance Company (“TFLIC”) (the “Agreement”).

AMENDMENT NO. 34 TO PARTICIPATION AGREEMENT AMONG AEGON/TRANSAMERICA SERIES TRUST, TRANSAMERICA LIFE INSURANCE COMPANY, TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, PEOPLES BENEFIT LIFE INSURANCE COMPANY, AND TRANSAMERICA OCCIDENTAL LIFE INSURANCE...
Participation Agreement • April 25th, 2008 • Tflic Series Life Account

The Participation Agreement, dated July 1, 1992, as amended (“Agreement”) among AEGON/Transamerica Series Trust (the "Fund"), Transamerica Life Insurance Company (“Transamerica”), Transamerica Financial Life Insurance Company (“TFLIC”), Peoples Benefit Life Insurance Company (“Peoples”), and Transamerica Occidental Life Insurance Company (“TOLIC”) is hereby amended as follows:

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