0001193125-05-089768 Sample Contracts

EXHIBIT (8)(n) PARTICIPATION AGREEMENT (MTB)
Participation Agreement • April 29th, 2005 • Separate Account Va Bny • 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)(m) FUND PARTICIPATION AGREEMENT (J.P. MORGAN)
Fund Participation Agreement • April 29th, 2005 • Separate Account Va Bny • New York

This Agreement is entered into as of the 1st day of April, 2004, between Transamerica Financial Life Insurance Company (“Insurance Company”), a life insurance company organized under the laws of the State of New York, and J.P. Morgan Series Trust II (“Fund”), a business trust organized under the laws of Delaware, with respect to the Fund’s portfolio or portfolios set forth on Schedule 1 hereto, as such Schedule may be revised from time to time (the “Series”; if there are more than one Series to which this Agreement applies, the provisions herein shall apply severally to each such Series).

EXHIBIT (8)(n)(1) Amendment No. 1 to Participation Agreement (MTB)
Participation Agreement • April 29th, 2005 • Separate Account Va Bny

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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