0000950144-03-005255 Sample Contracts

Amended and Restated Master Agreement
Master Agreement • April 21st, 2003 • WRL Series Annuity Account B • Colorado
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Amended and Restated Participation Agreement
Participation Agreement • April 21st, 2003 • WRL Series Annuity Account B • Colorado

THIS AGREEMENT is made as of this 1st day of March, 2003, amends and restates the Agreement made as of March 1, 1994, as amended, by and between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware business trust (the “Trust”), and WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO, an Ohio corporation (the “Company”), on its own behalf and on behalf of each separate account and subaccount thereof of the Company named in Schedule 1 to this Agreement as in effect at the time this Agreement is executed and such other separate accounts that may be added to Schedule 1 from time to time in accordance with the provisions of Article XI of this Agreement (each such separate account referred to as the “Account”).

Administrative Services Agreement
Administrative Services Agreement • April 21st, 2003 • WRL Series Annuity Account B

Pursuant to Section 7(c) of the Coordination and Supervisory Agreement dated March 15, 1996, as amended (the “Agreement”), between WRL Insurance Agency, Inc. (“WRLIA”) and Janus Distributors LLC (“JDLLC”), this letter serves as our legal notice of termination of the Agreement. The effective date of such termination shall be as of the close of business on February 28, 2003. By signing below, WRLIA acknowledges and agrees to such termination date and agrees to waive any applicable notice requirement.

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