0001193125-05-136425 Sample Contracts

EXHIBIT (8)(d) PARTICIPATION AGREEMENT (DFA)
Participation Agreement • July 1st, 2005 • TFLIC Separate Account VNY • California

THIS AGREEMENT, made and entered into this 31st day of January, 2005, by and among Transamerica Financial Life Insurance Company (“Company”), on its own behalf and on behalf of segregated asset accounts of the Company that may be established from time to time (individually, an “Account” and collectively, the “Accounts”); DFA Investment Dimensions Group Inc. (“Fund”); the Fund’s investment adviser, Dimensional Fund Advisors Inc. (“Adviser”); and DFA Securities Inc. (“DFAS”) (individually, a “Party” and collectively, the “Parties”).

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EXHIBIT (8)(g) PARTICIPATION AGREEMENT (GARTMORE)
Participation Agreement • July 1st, 2005 • TFLIC Separate Account VNY • New York

THIS AGREEMENT, made and entered into as of the 1st day of May, 2005 by and among TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, (hereinafter the “Company”), a New York company, 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 the “Account”), and the GARTMORE VARIABLE INSURANCE TRUST, a statutory trust organized under the laws of Delaware (hereinafter the “Trust”) and GARTMORE DISTRIBUTION SERVICES, INC., (hereinafter the “Underwriter”), a Delaware corporation.

EXHIBIT (8)(f) FUND PARTICIPATION AGREEMENT (FEDERATED)
Fund Participation Agreement • July 1st, 2005 • TFLIC Separate Account VNY • Pennsylvania

This AGREEMENT is made this 1st day of May, 2004, by and between Transamerica Financial Life Insurance Company (the “Insurer”), a life insurance company domiciled in New York, on its behalf and on behalf of the segregated asset accounts of the Insurer listed on Exhibit A to this Agreement (the “Separate Accounts”); Insurance Series (the “Fund”), a Massachusetts business trust; and Federated Securities Corp. (the “Distributor”), a Pennsylvania corporation.

EXHIBIT (3)(a) AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • July 1st, 2005 • TFLIC Separate Account VNY • 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)”).

EXHIBIT (8)(e)(1) AMENDMENT NO. 6 TO THE FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • July 1st, 2005 • TFLIC Separate Account VNY

Amendment No. 6 to the Fund Participation Agreement, dated as of May 1, 2001, between Transamerica Life Insurance Company, a life insurance company organized under the laws of the State of Iowa; Peoples Benefit Life Insurance Company, an Iowa stock life insurance company; Transamerica Life Insurance and Annuity Company, a life insurance company organized under the laws of the State of North Carolina; Transamerica Occidental Life Insurance Company, an Iowa stock life insurance company; Transamerica Financial Life Insurance Company (formerly known as AUSA Life Insurance Company, Inc. and Transamerica Life Insurance Company of New York), life insurance companies organized under the laws of the State of New York; (each as the “Insurance Company”), and Dreyfus Variable Investment Fund, Dreyfus Investment Portfolios, The Dreyfus Socially Responsible Growth Fund, Inc. and the Dreyfus Life and Annuity Index Fund, Inc. (d.b.a. Dreyfus Stock Index Fund, Inc.) (each as the “Fund”).

EXHIBIT (4)(a) FORM OF POLICY
TFLIC Separate Account VNY • July 1st, 2005 • Iowa

This contract permits the accumulation of funds on a tax–deferred basis and provides a periodic annuity payment for the life of the annuitant or for a certain period of time payments start on the annuity commencement date.

EXHIBIT (8)(f)(1) AMENDMENT TO FUND PARTICIPATION AGREEMENT (FEDERATED)
Fund Participation Agreement • July 1st, 2005 • TFLIC Separate Account VNY

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the May 1, 2004 Fund Participation Agreement (the “Agreement”) among Federated Securities Corp., Federated Insurance Series (the “Funds”), and Transamerica Financial Life Insurance Company as follows, effective as of May 1, 2005:

EXHIBIT (8)(c)(2) AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (CREDIT SUISSE)
Participation Agreement • July 1st, 2005 • TFLIC Separate Account VNY

The Participation Agreement, dated as of August 11, 1998, by and among CREDIT SUISSE TRUST (formerly Credit Suisse Warburg Pincus Trust), CREDIT SUISSE ASSET MANAGEMENT, LLC (formerly known as Warburg Pincus Asset Management, Inc.), CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC. (formerly known as Counsellors Securities, Inc.) and AUSA LIFE INSURANCE COMPANY, INC. (formerly First Providian Life and Health Insurance Company), and restated as of June 10, 1999 (as restated, “the Agreement”), is hereby amended as follows.

EXHIBIT (8)(b)(1) AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (ALLIANCEBERNSTEIN)
Participation Agreement • July 1st, 2005 • TFLIC Separate Account VNY

Amendment No. 2 to the Participation Agreement (the “Agreement”), dated as of May 1, 2001, between TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY (“Insurer”) (formerly AUSA LIFE INSURANCE COMPANY, INC.); AFSG SECURITIES CORPORATION (“Contracts Distributor”) (together Insurer and Contracts Distributor, the “Company”) ; ALLIANCE CAPITAL MANAGEMENT L.P. (“Adviser”); and ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC. (formerly, ALLIANCE FUND DISTRIBUTORS, INC.) (“Distributor”).

EXHIBIT (8)(c)(1) RESTATEMENT OF PARTICIPATION AGREEMENT (CREDIT SUISSE)
Of Participation Agreement • July 1st, 2005 • TFLIC Separate Account VNY

AGREEMENT, dated as of June 10,1999, among Counsellors Securities Inc. (“CSI”), Warburg Pincus Asset Management, Inc. (“Warburg”) and/or the Warburg Pincus Funds listed on Schedule 1 (each a “Fund” and collectively the “Funds”, and together with CSI and Warburg, the “Warburg Parties”) and the undersigned service organization (the “Service Organization”).

EXHIBIT (8)(j) PARTICIPATION AGREEMENT (STRONG/WELLS FARGO)
Participation Agreement • July 1st, 2005 • TFLIC Separate Account VNY • Wisconsin

THIS AGREEMENT, is made as of October 13, 1997, by and among First Providian Life and Health Insurance Company (“Company”), on its own behalf and on behalf of First Providian Life and Health Insurance Company Separate Account C, a segregated asset account of the Company (“Account”), Strong Variable Insurance Funds, Inc. (the “Fund”), the Fund’s investment adviser and transfer agent, Strong Capital Management, Inc. (“Adviser”) and Strong Funds Distributors, Inc. (“Distributors”) (each, a “Party” and collectively, the “Parties”).

EXHIBIT (3)(a)(1) AMENDMENT NO. 1 TO AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • July 1st, 2005 • TFLIC Separate Account VNY

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”).

EXHIBIT (8)(l)(1) AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT
Participation Agreement • July 1st, 2005 • TFLIC Separate Account VNY

Transamerica Financial Life Insurance Company (formerly AUSA Life Insurance Company, Inc.), Variable Insurance Products Fund III and Fidelity Distributors Corporation hereby amend the Participation Agreement (“Agreement”) dated August 31, 2000, as amended, by doing the following:

EXHIBIT (8)(c)(3) AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT (CREDIT SUISSE)
Participation Agreement • July 1st, 2005 • TFLIC Separate Account VNY

The Participation Agreement, dated as of August 11, 1998, by and among CREDIT SUISSE TRUST (formerly Credit Suisse Warburg Pincus Trust), CREDIT SUISSE ASSET MANAGEMENT, LLC (formerly known as Warburg Pincus Asset Management, Inc.), CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC. (formerly known as Counsellors Securities, Inc.) and Transamerica Financial Life Insurance Company (formerly, AUSA LIFE INSURANCE COMPANY, INC.), and restated as of June 10, 1999 (as restated, “the Agreement”), is hereby amended as follows.

EXHIBIT (8)(m)(1) AMENDMENT N0. 1 TO PARTICIPATION AGREEMENT (WANGER)
Participation Agreement • July 1st, 2005 • TFLIC Separate Account VNY

Amendment No. 1 to the Participation Agreement, dated May 1, 2004, by and among TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, WANGER ADVISORS TRUST, and COLUMBIA FUNDS DISTRIBUTOR, INC. (the “Agreement”).

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