0001193125-08-120629 Sample Contracts

PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, AUSA LIFE INSURANCE COMPANY, INC. AND MASSACHUSETTS FINANCIAL SERVICES COMPANY
Participation Agreement • May 22nd, 2008 • Separate Account VA YNY • Massachusetts

THIS PARTICIPATION AGREEMENT, made and entered into this 1st day of May 2002, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the “Trust”), AUSA LIFE INSURANCE COMPANY, INC., a New York company (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (“MFS”).

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EXHIBIT (8)(c) Participation Agreement (Alliance Bernstein)
Participation Agreement • May 22nd, 2008 • Separate Account VA YNY • New York

THIS AGREEMENT, made and entered into as of the 1st day of May, 2001 (“Agreement”), by and AUSA Life Insurance Company, Inc., a life insurance company organized under the laws of the State of New York (“Insurer”) (on behalf of itself and its “Separate Account,” defined below); AFSG Securities Corporation a Pennsylvania corporation (“Contracts Distributor”), the principal underwriter with respect to the Contracts referred to below; Alliance Capital Management L.P., a Delaware limited partnership (“Adviser”), the investment adviser of the Fund referred to below; and Alliance Fund Distributors, Inc., a Delaware corporation (“Distributor”), the Fund’s principal underwriter (collectively, the “Parties”),

EXHIBIT (8)(a)(5) AMENDMENT NO. 36 TO PARTICIPATION AGREEMENT (TST)
Participation Agreement • May 22nd, 2008 • Separate Account VA YNY

The Participation Agreement, dated July 1, 1992, as amended (“Agreement”) among Transamerica Series Trust (the “Fund”), Transamerica Life Insurance Company (“Transamerica”), Transamerica Financial Life Insurance Company (“TFLIC”), Monumental Life Insurance Company (“Monumental”), and Transamerica Occidental Life Insurance Company (“TOLIC”) is hereby amended as follows:

AMENDMENT NO. 3 TO JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • May 22nd, 2008 • Separate Account VA YNY

The Participation Agreement dated as of September 15, 2000 between Janus Aspen Series (the “Trust”), and Transamerica Financial Life Insurance Company (formerly, AUSA Life Insurance Company, Inc.) (the “Company”), is hereby amended as follows:

EXHIBIT (3)(a)(2) AMENDMENT NO. 3 TO THE AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • May 22nd, 2008 • Separate Account VA YNY

Amendment dated November 1, 2007 to the Amended and Restated Principal Underwriting Agreement, dated as of January 25, 2005, by and between Transamerica Capital, Inc. (“TCI”) and Transamerica Financial Life Insurance Company (“TFLIC”) (the “Agreement”).

EXHIBIT (8)(a) Participation Agreement (TST)
Participation Agreement • May 22nd, 2008 • Separate Account VA YNY • Florida

THIS AGREEMENT, made and entered into this 1ST day of July, 1992 by and among PFL LIFE INSURANCE COMPANY, an Iowa corporation (hereinafter the “Company”) on its own behalf and on behalf of the PFL Endeavor Variable Annuity Account, and other segregated asset accounts of the Company (hereinafter the “Account(s)”), and WRL SERIES FUND, INC., a Maryland corporation (hereinafter the “Fund”), and WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO, an Ohio corporation and an affiliate of the Company (hereinafter “WRL”) .

AMENDMENT TO PARTICIPATION AGREEMENT (AllianceBernstein)
Participation Agreement • May 22nd, 2008 • Separate Account VA YNY

Amendment 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.); TRANSAMERICA CAPITAL, INC. (replacing AFSG SECURITIES CORPORATION by Amendment and Novation) (“Contracts Distributor”); ALLIANCEBERNSTEIN L.P. (formerly, ALLIANCE CAPITAL MANAGEMENT L.P.) (“Adviser”); and ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly, ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC.) (“Distributor”).

AMENDMENT TO PARTICIPATION AGREEMENT (AIM)
Participation Agreement • May 22nd, 2008 • Separate Account VA YNY

The Participation Agreement (the “Agreement”), dated as of May 1, 2002, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”), Transamerica Financial Life Insurance Company (formerly, AUSA Life Insurance Company, Inc.) (“LIFE COMPANY”) and Transamerica Capital, Inc. (replacing AFSG Securities Corporation by Amendment and Novation), is hereby amended as follows.

EXHIBIT (8)(g)(1) AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT (FRANKLIN TEMPLETON)
Participation Agreement • May 22nd, 2008 • Separate Account VA YNY

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Transamerica Financial Life Insurance Company (the “Company” or “you”), and Transamerica Capital, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated as of May 1, 2004 and subsequently amended as of May 3, 2004, April 29, 2005, May 1, 2007, and July 30, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

AMENDMENT NO. 8 TO PARTICIPATION AGREEMENT
Participation Agreement • May 22nd, 2008 • Separate Account VA YNY

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

AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT
Participation Agreement • May 22nd, 2008 • Separate Account VA YNY

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

ADDENDUM TO PARTICIPATION AGREEMENT
Participation Agreement • May 22nd, 2008 • Separate Account VA YNY

Amendment No.3 to the Participation Agreement, dated as of May 1, 2002, by and among MFS VARIABLE INSURANCE TRUST, MASSACHUSETTS FINANCIAL SERVICES COMPANY, and TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY (formerly, AUSA LIFE INSURANCE COMPANY) (the “Agreement”).

EXHIBIT (8)(f)(1) FORM OF AMENDMENT NO.6 PARTICIPATION AGREEMENT (FIDELITY VIP III)
Participation Agreement • May 22nd, 2008 • Separate Account VA YNY

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 (4)(a) FORM OF POLICY
Separate Account VA YNY • May 22nd, 2008 • New York

This is a legal contract between the Owner and Transamerica Financial Life Insurance Company, a Stock Company (Hereafter called the Company, we, our or us.) The Company will provide annuities and other benefits as set out in this annuity contract, subject to its provisions. This annuity contract is delivered in, and is governed by, the laws of the State of New York.

PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS, AUSA LIFE INSURANCE COMPANY, INC., ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND AFSG SECURITIES CORPORATION AS UNDERWRITER OF VARIABLE CONTRACTS AND POLICIES
Participation Agreement • May 22nd, 2008 • Separate Account VA YNY • Maryland

THIS AGREEMENT, made and entered into as of the 1st day of May, 2002 (“Agreement”), by and among AIM Variable Insurance Funds, a Maryland corporation (“AVIF”); AUSA Life Insurance Company, Inc., a New York company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”); and AFSG Securities Corporation, an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”).

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