PARTICIPATION AGREEMENT



                                      Among



                               MTB GROUP OF FUNDS,



                            EDGEWOOD SERVICES, INC.,



                         MTB INVESTMENT ADVISORS, INC.,



                       TRANSAMERICA LIFE INSURANCE COMPANY



                                       and



                  TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY







     THIS AGREEMENT,  made and entered into as of the 1st day of April, 2004, by

and among TRANSAMERICA LIFE INSURANCE COMPANY, an Iowa corporation, TRANSAMERICA

FINANCIAL LIFE INSURANCE COMPANY, a New York company (together, the "Companies,"

individually,  each  "Company"),  each on its own  behalf  and on behalf of each

segregated asset account of the Company set forth on Schedule A hereto as may be

amended  from time to time  (each such  account  hereinafter  referred  to as an

"Account"); MTB GROUP OF FUNDS, a Delaware statutory trust (the "Trust"), on its

behalf  and on behalf of each of its series set forth in  Schedule  A;  EDGEWOOD

SERVICES,  INC., a New York corporation (the "Distributor");  and MTB INVESTMENT

ADVISORS, INC., a registered investment advisor (the "Advisor").



     WHEREAS,  the  Trust  engages  in  business  as  an  open-end,   management

investment  company  and is  available  to act as  the  investment  vehicle  for

separate accounts  established for variable life insurance policies and variable

annuity contracts (collectively, the "Variable Insurance Products") to be issued

by the Companies; and



     WHEREAS,  the  beneficial  interest  in the Trust is divided  into  several

series of  shares,  each  representing  the  interest  in a  particular  managed

portfolio of securities  and other assets,  any one or more of which may be made

available under this Agreement,  as set forth on Schedule A hereto and as may be

amended from time to time by mutual  agreement of the parties  hereto (each such

series hereinafter referred to as a "Fund"); and



     WHEREAS,  the Trust is  registered  as an open-end,  management  investment

company  under the  Investment  Company Act of 1940, as amended (the "1940 Act")

and its shares are registered  under the Securities Act of 1933, as amended (the

"1933 Act"); and



     WHEREAS,   the  Trust  has  engaged  the  Advisor,  an  investment  adviser

registered  under the federal  Investment  Advisers  Act of 1940 (the  "Advisers

Act") and any applicable  state securities law, to provide  investment  advisory

services,  including  managing the Funds pursuant to applicable  diversification

requirements of the Internal Revenue Code of 1986 (the "Code"); and



     WHEREAS,  the Company has  registered  or will  register the variable  life

insurance  and  variable  annuity  contracts  listed on  Schedule A, as it maybe

amended  from  time to time  (the  "Contracts")  under  the 1933 Act or will not

register the  contracts in proper  reliance on an  exemption  from  registration

under the 1933 Act and the 1940 Act; and



     WHEREAS,  each Account is a duly  organized,  validly  existing  segregated

asset  account,  established  by  resolution  of the Board of  Directors of each

Company,  on the date shown for such Account on Schedule A hereto,  to set aside

and invest assets attributable to the aforesaid variable annuity contracts; and



     WHEREAS, the Company has registered or will register each Account as a unit

investment trust under the 1940 Act; and



     WHEREAS,  the  Distributor  is  registered  as a  broker  dealer  with  the

Securities and Exchange  Commission ("SEC") under the Securities Exchange Act of

1934,  as amended,  (the "1934  Act"),  and is a member in good  standing of the

National Association of Securities Dealers, Inc. (the "NASD"); and



     WHEREAS,   the  Trust  has   obtained  an  order  from  the  SEC   granting

participating  insurance  companies and their separate accounts exemptions under

Section 6(c) of the 1940 Act from the provisions of Sections 9(a), 13(a), 15(a),

and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and  6e-3(T)(b)(15)  thereunder,

to the extent  necessary to permit shares of the Trust to be sold to and held by

variable  annuity  and  variable  life  insurance   separate  accounts  of  both

affiliated  and  nonaffiliated  life insurance  companies and certain  qualified

pension and retirement plans (the "Shared Exemptive Order"); and



     WHEREAS,  to  the  extent  permitted  by  applicable   insurance  laws  and

regulations,  the Company  intends to purchase  shares in the Funds on behalf of

each Account to fund certain of the aforesaid variable life and variable annuity

contracts  and the  Distributor  is  authorized  to  sell  such  shares  to unit

investment trusts such as each Account at net asset value;



     NOW,  THEREFORE,  in consideration of the foregoing and the mutual promises

and covenants hereinafter set forth, the Company, the Trust, and the Advisor and

the Distributor agree as follows:







ARTICLE I.  Sale of Trust Shares



     1.1.  The  Distributor  agrees to sell to the Company  those  shares of the

Funds which each Account  orders,  and agrees to execute such orders on each day

on which the New York Stock Exchange is open for trading and the Funds calculate

their net asset value  pursuant  to rules of the SEC,  all as  described  in the

Funds'  registration  statement (a  "Business  Day") at the net asset value next

computed  after receipt and acceptance by the Trust or its designee of the order

for the shares of the Funds. For purposes of this Section 1.1, the Company shall

be the  designee of the Trust for  receipt of such orders from each  Account and

receipt by such designee shall  constitute  receipt by the Trust;  provided that

the Trust receives notice of such order in accordance with the  requirements set

forth in Schedule B.



     1.2.  The Trust  agrees to make its shares  available  for  purchase at the

applicable  net asset value per share by the  Company  and its  Accounts on each

Business Day.  Notwithstanding the foregoing, the Board of Trustees of the Trust

(the "Board") may refuse to sell shares of any Fund to any person, or suspend or

terminate  the  offering of shares of any Fund if such action is required by law

or by regulatory  authorities having  jurisdiction or is, in the sole discretion

of the Board acting in good faith and in light of their  fiduciary  duties under

federal and any  applicable  state laws,  necessary in the best interests of the

shareholders of such Fund.



     1.3. The Trust and the  Distributor  agree that shares of the Funds will be

sold only to the Company and its Accounts or to other life  insurance  companies

that offer  variable  annuity and/or  variable life  insurance  contracts to the

public and which have  entered into an  agreement  with the Trust,  and to other

persons not inconsistent with each Fund being adequately diversified pursuant to

Section 817(h) of the Code,  and the  regulations  thereunder.  No shares of any

Fund will be sold to the  general  public to the extent  inconsistent  with such

Fund being  adequately  diversified  pursuant to Section 817(b) of the Code, and

the regulations thereunder.



     1.4.  Upon  receipt of a request  for  redemption  in proper  form from the

Company,  the Trust agrees to redeem  directly any full or fractional  shares of

the  Fund  held by the  Company,  ordinarily  executing  such  requests  on each

Business Day at the net asset value next computed  after receipt and  acceptance

by the Trust or its designee of the request for redemption except that the Trust

reserves the right to suspend the right of redemption,  consistent  with Section

22(e) of the 1940 Act and any rules  thereunder.  Such redemption  shall be paid

consistent with  applicable  rules of the SEC and procedures and policies of the

Trust as described in the current registration  statement.  For purposes of this

Section  1.4,  the  Company  shall be the  designee of the Trust for the limited

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