0001193125-05-086319 Sample Contracts

EXHIBIT (8)(q) PARTICIPATION AGREEMENT (MTB)
Participation Agreement • April 27th, 2005 • Separate Account Va B • New York

THIS AGREEMENT, made and entered into as of the 1st day of April, 2004, by and among TRANSAMERICA LIFE INSURANCE COMPANY, an Iowa corporation, TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, a New York company (together, the “Companies,” individually, each “Company”), each 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 such account hereinafter referred to as an “Account”); MTB GROUP OF FUNDS, a Delaware statutory trust (the “Trust”), on its behalf and on behalf of each of its series set forth in Schedule A; EDGEWOOD SERVICES, INC., a New York corporation (the “Distributor”); and MTB INVESTMENT ADVISORS, INC., a registered investment advisor (the “Advisor”).

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EXHIBIT (8)(q)(1) Amendment No. 1 to Participation Agreement (MTB)
Participation Agreement • April 27th, 2005 • Separate Account Va B

IN WITNESS WHEREOF, each of the parties has caused this Schedule A to be executed in its name and on its behalf by its duly authorized representative as of March 8, 2005, to become effective on May 1, 2005.

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