0001193125-08-204977 Sample Contracts

FUND PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2008 • Separate Account Va-2l of Transamerica Occidental Life Ins C • New York

This Agreement is entered into as of the 1st day of May, 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; 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) (each as the “Fund”).

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EXHIBIT (3)(a)(4) FORM OF AMENDMENT TO AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • October 2nd, 2008 • Separate Account Va-2l of Transamerica Occidental Life Ins C

Amendment dated October 1, 2008, to the Amended and Restated Principal Underwriting Agreement, dated as of May 1, 2002, by and between Transamerica Capital, Inc. (“TCI”) and Transamerica Life Insurance Company (“Transamerica”) (the “Agreement”).

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