0000778209-11-000136 Sample Contracts

AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 18th, 2011 • WRL Series Life Account • Ohio

THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT made and effective as of the 1 st day of July, 2010 (the "Effective Date"), by and between TRANSAMERICA CAPITAL, INC. ("TCI"), a California corporation, and WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO ("WRL").

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Participation Agreement Addendum Effective as of May 1, 2011 Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Western Reserve Life Assurance Co. of Ohio Transamerica Capital, Inc.
Participation Agreement • April 18th, 2011 • WRL Series Life Account

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we,” “our,” or “us”), Western Reserve Life Assurance Co. of Ohio, and Transamerica Capital, Inc., your distributor (collectively, the “Company” “you” or “your”), on your behalf and on behalf of certain Accounts, (individually a “Party”, collectively, the “Parties”) have previously entered into a Participation Agreement dated November 10, 2008, as amended (the “Agreement”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 18th, 2011 • WRL Series Life Account

Amendment dated as of May 1, 2011 to the Participation Agreement (the “Agreement”), dated as of November 1, 2008, between WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO (“Insurer”)); TRANSAMERICA CAPITAL, INC. (“Contracts Distributor”); ALLIANCEBERNSTEIN L.P. (“Adviser”); and ALLIANCEBERNSTEIN INVESTMENTS, INC. (“Distributor”).

EIGHTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 18th, 2011 • WRL Series Life Account

Western Reserve Life Assurance Co. of Ohio, Variable Insurance Products Fund II, Variable Insurance Products Fund V and Fidelity Distributors Corporation hereby amend the Participation Agreement (“Agreement”) dated June 14, 1999, as amended, by doing the following:

FIFTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 18th, 2011 • WRL Series Life Account

Western Reserve Life Assurance Co. of Ohio, Variable Insurance Products Fund II and Fidelity Distributors Corporation hereby amend the Participation Agreement (“Agreement”) dated June 14, 1999, as amended, by doing the following:

Western Reserve Life Assurance Co. of Ohio Ms. Meg Cullem-Fiore
Participation Agreement • April 18th, 2011 • WRL Series Life Account
AMENDMENT NO. 36 TO PARTICIPATION AGREEMENT BETWEEN TRANSAMERICA SERIES TRUST AND WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
Participation Agreement • April 18th, 2011 • WRL Series Life Account

Amendment No. 36 to the Participation Agreement (“Agreement”), dated February 27, 1991, as amended, between Transamerica Series Trust (the “Fund”) and Western Reserve Life Assurance Co. of Ohio (the “Company”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 18th, 2011 • WRL Series Life Account

Western Reserve Life Assurance Co. of Ohio, Variable Insurance Products Fund II, Variable Insurance Products Fund V and Fidelity Distributors Corporation hereby amend the Participation Agreement (“Agreement”) dated June 14, 1999, as amended, by doing the following:

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