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EX-8.H.3
9
dex8h3.txt
EXHIBIT-8.H.3



                                EXHIBIT (8)(h)(3)

                     TERMINATION OF PARTICIPATION AGREEMENT
                             (ENDEAVOR SERIES TRUST)



                     TERMINATION OF PARTICIPATION AGREEMENT

This TERMINATION OF PARTICIPATION AGREEMENT is made and entered into this 1/st/
day of May, 2002, among TRANSAMERICA LIFE INSURANCE COMPANY, formerly PFL Life
Insurance Company, an Iowa corporation, AUSA LIFE INSURANCE COMPANY, INC., a New
York company and PEOPLES BENEFIT LIFE INSURANCE COMPANY, an Iowa corporation,
(hereinafter the "Companies") on their own behalf and on behalf of their
separate accounts, (hereinafter the "Account" or "Accounts"); ENDEAVOR SERIES
TRUST, a Massachusetts business trust (hereinafter the "Fund"), and ENDEAVOR
MANAGEMENT CO., a California corporation (hereinafter the "Manager").

WHEREAS, the Companies, the Fund and the Manager entered into a Participation
Agreement dated February 28, 1991, as amended on May 1, 1993, July 14, 1993,
July 29, 1993, October 7, 1994, December 1, 1994, November 4, 1996, March 13,
1997, September 15, 1997, October 13, 1997, June 12, 1998, June 26, 1998, June
1, 1999, September 27, 1999, and September 1, 2000 (the "Participation
Agreement");

WHEREAS, the Companies, the Fund and the Manager desire to terminate the
Participation Agreement;

WHEREAS, the Fund and the Manager desires to waive notice of such termination so
as to make it effective on May 1, 2002;

WHEREAS, defined terms used in this instrument have the same meaning as defined
in the Participation Agreement;

NOW, THEREFORE, in consideration of their mutual promises, the Companies, the
Fund, and the Manager agree as follows:

     The Participation Agreement is hereby terminated effective May 1, 2002. The
     Fund and the Manager hereby waive their right to receive six (6) month
     advance written notice of this termination.

IN WITNESS WHEREOF, each of the parties hereto has caused this instrument to be
executed in its name and on its behalf by its duly authorized representative.

TRANSAMERICA LIFE                            ENDEAVOR SERIES TRUST
INSURANCE COMPANY

By:    /s/ Larry N. Norman                   By:    /s/ Brian C. Scott
   ---------------------------------            --------------------------------

Name:  Larry N. Norman                       Name:  Brian C. Scott
     -------------------------------              ------------------------------

Title: President                             Title: President
      ------------------------------               -----------------------------



ENDEAVOR MANAGEMENT CO.                     AUSA LIFE INSURANCE COMPANY, INC.

By:    /s/ Brian C. Scott                   By:    /s/ Larry N. Norman
   --------------------------------            ---------------------------------

Name:  Brian C. Scott                       Name:  Larry N. Norman
     ------------------------------              -------------------------------

Title: President                            Title: Vice President
      -----------------------------               ------------------------------


PEOPLES BENEFIT LIFE INSURANCE
COMPANY

By:    /s/ Larry N. Norman
   --------------------------------

Name:  Larry N. Norman
     ------------------------------

Title: Executive Vice President
      -----------------------------