0001193125-09-093547 Sample Contracts

EXHIBIT (8)(e) Participation Agreement (Franklin)
Participation Agreement • April 30th, 2009 • Separate Account Va W • California

Each Class 2 Portfolio named on Schedule C of this Agreement is eligible to receive a maximum annual payment rate of 0.25% stated as a percentage per year of that Portfolio’s Class 2 average daily net assets, pursuant to the terms and conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan.

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AMENDMENT NO. 40 TO PARTICIPATION AGREEMENT AMONG TRANSAMERICA SERIES TRUST, TRANSAMERICA LIFE INSURANCE COMPANY, TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, AND MONUMENTAL LIFE INSURANCE COMPANY
Participation Agreement • April 30th, 2009 • Separate Account Va W

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”), and Monumental Life Insurance Company (“Monumental”) is hereby amended as follows:

REINSURANCE AGREEMENT BETWEEN TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND NORTH AMERICAN REASSURANCE COMPANY
Reinsurance Agreement • April 30th, 2009 • Separate Account Va W

THIS AGREEMENT between the TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, a corporation organized under the laws of the State of California, hereinafter referred to as the “Company”, and NORTH AMERICAN REASSURANCE COMPANY, a corporation organized under the laws of the State of New York, hereinafter referred to as “North American Re”, WITNESSETH AS FOLLOWS:

ADDENDUM TO PARTICIPATION AGREEMENT
Participation Agreement • April 30th, 2009 • Separate Account Va W

Amendment No.11 to the Amended and Restated Participation Agreement, dated as of July 1, 2001, by and among MFS VARIABLE INSURANCE TRUST, MASSACHUSETTS FINANCIAL SERVICES COMPANY, and TRANSAMERICA LIFE INSURANCE COMPANY (the “Agreement”).

EXHIBIT (8)(d)(1) FORM OF AMENDMENT NO.3 TO PARTICIPATION AGREEMENT (FIDELITY)
Participation Agreement • April 30th, 2009 • Separate Account Va W

Transamerica Life Insurance Company, Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance Products Fund IV, Variable Insurance Products Fund V, and Fidelity Distributors Corporation hereby amend the Participation Agreement (“Agreement”) dated October 10, 2005, by doing the following:

EXHIBIT (8)(e)(1) Form of Amendment No. 2 to Amended and Restated Participation Agreement (Franklin)
Participation Agreement • April 30th, 2009 • Separate Account Va W

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 (the “Company” or “you”), and Transamerica Capital, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into an Amended and Restated Participation Agreement dated as of May 1, 2007 and subsequently amended as of July 30, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

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