0001193125-11-036548 Sample Contracts

AMENDED AND REINSTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • February 15th, 2011 • Separate Account Va W • Iowa

THIS AMENDED AND REINSTATED PRINCIPAL UNDERWRITING AGREEMENT made and effective as of the 7th day of October, 2010 (the “Effective Date”), by and between TRANSAMERICA CAPITAL, INC. (“TCI”), a California corporation, and TRANSAMERICA LIFE INSURANCE COMPANY (“TLIC”), an Iowa corporation.

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EXHIBIT (8)(b)(3) AMENDMENT TO PARTICIPATION AGREEMENT (AIM/INVESCO)
Participation Agreement • February 15th, 2011 • Separate Account Va W

The Participation Agreement (the “Agreement”), dated as of May 1, 1998, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF IVIF”); Invesco Distributors, Inc, a Delaware corporation (“INVESCO”); Transamerica Life Insurance Company (formerly, PFL Life Insurance Company), an Iowa life insurance company (“LIFE COMPANY”) and Transamerica Capital, Inc. (replacing AFSG SECURITIES CORPORATION by Amendment and Novation), is hereby amended as follows:

EXHIBIT (7)(e)(3) AMENDMENT NO.3 TO REINSURANCE AGREEMENT TRANSAMERICA INTERNATION RE (BERMUDA) LTD.
Reinsurance Agreement • February 15th, 2011 • Separate Account Va W

Now, Therefore, in consideration of the mutual agreements, promises and covenants provided herein, the Company and the Reinsurer hereby agree to amend the Agreement as follows:

EXHIBIT (7)(e)(1) AMENDMENT NO. 1 TO REINSURANCE AGREEMENT TRANSAMERICA INTERNATION RE (BERMUDA) LTD.
Reinsurance Agreement • February 15th, 2011 • Separate Account Va W

Now, Therefore, in consideration of the mutual agreements, promises and covenants provided herein, the Company and the Reinsurer hereby agree to amend the Agreement as follows:

EXHIBIT (8)(f)(2) AMENDMENT NO. 12 TO FUND PARTICIPATION AGREEMENT (JANUS ASPEN SERIES)
Fund Participation Agreement • February 15th, 2011 • Separate Account Va W

This Amendment (the “Amendment”) to the Fund Participation Agreement (as defined below) is made effective as of July 23, 2010 (“Effective Date”) by and between Janus Aspen Series (the “Trust”), Janus Capital Management LLC (for the purposes of Sections 4 and 5 of this Amendment only), and Transamerica Life Insurance Company, a life insurance company organized under the laws of the State of Iowa, and as successor-in-interest to Transamerica Occidental Life Insurance Company and Transamerica Life Insurance and Annuity Company (the “Company”).

EXHIBIT (8)(e)(3) AMENDMENT NO. 4 TO AMENDED AND RESTATED PARTICIPATION AGREEMENT (FRANKLIN/TEMPLETON)
Amended and Restated Participation Agreement • February 15th, 2011 • 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 May 1, 2007, and subsequently amended July 30, 2007, January 10 2008 and November 1, 2008, (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

EXHIBIT (7)(e)(2) AMENDMENT NO.2 TO REINSURANCE AGREEMENT TRANSAMERICA INTERNATION RE (BERMUDA) LTD.
Reinsurance Agreement • February 15th, 2011 • Separate Account Va W

Now, Therefore, in consideration of the mutual agreements, promises and covenants provided herein, the Company and the Reinsurer hereby agree to amend the Agreement as follows:

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