AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT AMONG TRANSAMERICA SERIES TRUST, TRANSAMERICA CAPITAL, INC., AND MERRILL LYNCH LIFE INSURANCE COMPANY

Exhibit 8(p)

AMENDMENT NO. 1 TO
PARTICIPATION AGREEMENT AMONG
TRANSAMERICA SERIES TRUST,
TRANSAMERICA CAPITAL, INC., AND
XXXXXXX XXXXX LIFE INSURANCE COMPANY

          The Participation Agreement, dated October 20, 2008 (“Agreement”) among Transamerica Series Trust (the “Trust”), Transamerica Capital, Inc. (the “Distributor”), and Xxxxxxx Xxxxx Life Insurance Company (the “Insurance Company”) is hereby amended as of August 24, 2009 as follows:

1. Schedule A of the Agreement is deleted in its entirety and replaced with the following Amended Schedule A:

AMENDED SCHEDULE A
Accounts

		Date of Resolution of Insurance Company’s Board
Name of Account		Which Established the Account
Xxxxxxx Xxxxx Life Variable Annuity Separate Account A		August 6, 1991
Xxxxxxx Xxxxx Life Variable Annuity Separate Account C		November 16, 2001

2. Schedule B of the Agreement is deleted in its entirety and replaced with the following Amended Schedule B:

AMENDED SCHEDULE B
Contracts

Xxxxxxx Xxxxx Investor Choice Annuity^SM
Investor Series

Xxxxxxx Xxxxx Consults Annuity^®

3. Schedule C of the Agreement is deleted in its entirety and replaced with the following Amended Schedule C:

AMENDED SCHEDULE C
Portfolios
Service Class Shares

Transamerica American Century Large Company Value VP
Transamerica BlackRock Large Cap Value VP
Transamerica BlackRock Tactical Allocation VP
Transamerica Convertible Securities VP
Transamerica Equity VP
Transamerica Growth Opportunities VP
Transamerica Xxxxxxxx Growth VP
Transamerica JPMorgan Enhanced Index VP
Transamerica JPMorgan Mid Cap Value VP
Transamerica JPMorgan Mid Cap Value VP
Transamerica Xxxxxxx Growth VP
Transamerica MFS International Equity VP

Transamerica PIMCO Total Return VP
Transamerica Small/Mid Cap Value VP
Transamerica X. Xxxx Price Equity Income VP
Transamerica X. Xxxx Price Small Cap VP
Transamerica Xxxxxxxxx Global VP
Transamerica U.S. Government Securities VP
Transamerica Xxx Xxxxxx Active International Allocation VP
Transamerica Xxx Xxxxxx Large Cap Core VP
Transamerica Xxx Xxxxxx Mid-Cap Growth VP

     All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Unless otherwise specified, all defined terms shall have the same meaning given to them in the Agreement.

     IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative, effective as of August 24, 2009.

TRANSAMERICA SERIES TRUST				TRANSAMERICA CAPITAL, INC.
By its authorized officer,				By its authorized officer,
By:		/s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx		By:		/s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx
Title:		Chief Investment Officer and Vice President		Title		: Assistant Vice President

XXXXXXX XXXXX LIFE INSURANCE COMPANY
By its authorized officer,
By:		/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx
Title:		Vice President