AMENDMENT NO. 8 AND NOVATION TO AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT

EXHIBIT (3)(a)(2)

AMENDMENT NO. 8 AND NOVATION TO AMENDED AND RESTATED PRINCIPAL

UNDERWRITING AGREEMENT

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AMENDMENT NO. 8 AND NOVATION TO

AMENDED AND RESTATED

PRINCIPAL UNDERWRITING AGREEMENT

Amendment dated May 1, 2007 to the Amended and Restated Principal Underwriting Agreement, dated as of May 1, 2002, by and between AFSG Securities Corporation (“AFSG”) and Transamerica Life Insurance Company (“Transamerica”) (the “Agreement”).

WHEREAS, effective May 1, 2007, all underwriting and primary distribution activities for variable life insurance and annuity contracts (“Contracts”) and the separate investment accounts (“Account”) issued by Transamerica have been assigned to Transamerica Capital, Inc. (“TCI”), located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

WHEREAS, effective May 1, 2007, there is a novation of parties to the Agreement, whereby AFSG is replaced by affiliate TCI.

WHEREAS, effective May 1, 2007, Exhibit A of the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit A.

NOW, THEREFORE, in consideration of the above premises and of the mutual promises contained herein and the mutual benefits to be derived herefrom, AFSG, TCI and Transamerica (the “parties”), intending to be legally bound, hereby agree as follows:

1. Agreement Remains Effective. Unless expressly modified by this Amendment and Novation, all terms and conditions contained in the Agreement shall remain in effect accordance with the terms of the Agreement.

2. References to AFSG. All references throughout the Agreement shall be changed to TCI reflect the Novation herein.

3. Entire Agreement and Modification. This Amendment and Novation and the Agreement contain the entire understanding and agreement between the parties hereto and supersede all prior or contemporaneous agreements relative to the subject matter of the Agreement. This Amendment and the Agreement may not be amended,

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modified, supplemented or changed, in any respect whatsoever, except by a written agreement duly executed by the parties.

IN WITNESS WHEREOF, the parties, by their duly authorized officers, have executed this Amendment and Novation on the dates indicated.

 

TRANSAMERICA CAPITAL, INC.						TRANSAMERICA LIFE INSURANCE COMPANY
By:		/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇				By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
		▇▇▇ ▇▇▇▇▇▇▇▇▇						▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:		Executive Vice President				Title:		Vice President
		and Chief Operating Officer
AFSG SECURITIES CORPORATION
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title:		Vice President and
		Chief Compliance Officer

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EXHIBIT A

Separate Accounts

 

1.	Separate Account VA A

 

2.	Separate Account VA B

 

3.	Separate Account VA C

 

4.	Separate Account VA D

 

5.	Separate Account VA E

 

6.	Separate Account VA F

 

7.	Separate Account VA I

 

8.	Separate Account VA J

 

9.	Separate Account VA K

 

10.	Separate Account VA L

 

11.	Separate Account VA P

 

12.	Retirement Builder Variable Annuity Account

 

13.	Separate Account VL A

 

14.	Separate Account VUL A

 

15.	Transamerica Corporate Separate Account Sixteen

 

16.	PFL Corporate Account One

 

17.	PFL Corporate Separate Account Four

 

18.	PFL Corporate Account Three

 

19.	TA PPVUL 1

 

20.	Separate Account VA Q

 

21.	Separate Account VA R

 

22.	Separate Account VA S

 

23.	Separate Account VA W

 

24.	Separate Account VA X

 

25.	Separate Account VA-1

 

26.	Separate Account VA-6

 

27.	Separate Account VA-7

 

28.	Separate Account VA-8

 

29.	Separate Account VA Y

 

30.	Separate Account VA Z