0001193125-06-089106 Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT (FIDELITY)
Participation Agreement • April 26th, 2006 • Separate Account Va P • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the 10th day of October, 2005 by and among TRANSAMERICA LIFE INSURANCE COMPANY, (hereinafter the “Company”), an Iowa 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 such account hereinafter referred to as the “Account”); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).

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AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT (FRANKLIN TEMPLETON)
Participation Agreement • April 26th, 2006 • Separate Account Va P • California

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Transamerica Life Insurance Company (“you”), and AFSG Securities Corporation, your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2000 and subsequently amended as of October 1, 2001, May 1, 2002, April 30 and May 1, 2004 (the “Agreement”). The parties now desire to amend the Agreement in this amendment (the “Amendment”).

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