0001193125-06-090775 Sample Contracts

EXHIBIT (8)(d)(2) AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT (FRANKLIN TEMPLETON)
Participation Agreement • April 27th, 2006 • Separate Account Va L • 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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