Principal Underwriting Agreement

AMENDED AND RESTATED

PRINCIPAL UNDERWRITING AGREEMENT

THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT made and effective
as of the 3^rd day of December, 2010 (the “Effective Date”), by and
between TRANSAMERICA CAPITAL, INC. (“TCI”), a California corporation, and
TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY (“TALIC”), an Arkansas corporation
(formerly Merrill Lynch Life Insurance Company).

WITNESSETH:

WHEREAS, the Board of Directors of TALIC has made, and will make in the
future, provisions for the establishment of one or more separate investment
accounts (“Accounts”) within TALIC in accordance with the laws of the State of
Arkansas;

WHEREAS, the Accounts were established or acquired by TALIC under the laws of
the State of Arkansas, pursuant to a resolution of TALlC153s Board of Directors in
order to set aside the investment assets attributable to certain variable life
insurance and annuity contracts (“Contracts”) issued by TALIC;

WHEREAS, TALIC has registered or will register the Account with the
Securities and Exchange Commission (“SEC”) as unit investment trusts under the
Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, TALIC has registered or will register the Contracts under the
Securities Act of 1933, as amended (the “1933 Act”);

WHEREAS, TCI is and will continue to be registered as a broker-dealer with
the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”),
and a

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member of the Financial Industry Regulatory Authority (the “FINRA”) prior to
the offer and sale of the Contracts; and

WHEREAS, TALIC proposes to have the Contracts sold and distributed through
TCI, and TCI is willing to sell and distribute such Contracts under the terms
stated herein;

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as
follows:

1. Appointment as Distributor/Principal Underwriter. TALIC grants to
TCI the exclusive right to be, and TCI agrees to serve as, distributor and
principal underwriter of the Contracts during the term of this Agreement. TCI
agrees to use its best efforts to solicit applications for the Contracts and
otherwise perform all duties and functions which are necessary and proper for
the distribution of the Contracts.

2. Prospectus. TCI agrees to offer the Contracts for sale in
accordance with the registration statements and prospectus therefor then in
effect. TCI is not authorized to give any information or to make any
representations concerning the Contracts other than those contained in the
current prospectus therefor filed with the SEC or in such sales literature as
may be authorized by TALIC.

3. Considerations. All premiums, purchase payments or other moneys
payable under the Contracts shall be remitted promptly in full together with
such application, forms and any other required documentation to TALIC or its
designated servicing agent and shall become the exclusive property of TALIC.
Checks or money orders in payment under the Contracts shall be drawn to the
order of “Transamerica

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Advisors Life Insurance Company” and funds may be remitted by wire if prior
written approval is obtained from TALIC.

4. Copies of Information. On behalf of the Account, TALIC shall
furnish TCI with copies of all prospectuses, financial statements and other
documents which TCI reasonably requests for use in connection with the
distribution of the Contracts.

5. Representations. TCI represents that it is (a) duly registered as a
broker-dealer under the 1934 Act, (b) a member in good standing of FINRA and (c)
to the extent necessary to offer the Contracts, duly registered or otherwise
qualified under the securities laws of any state or other jurisdiction. TCI
shall be responsible for carrying out its sales and underwriting obligations
hereunder in continued compliance with FINRA Rules and federal and state
securities and insurance laws and regulations.

6. Other Broker-Dealer Agreements. TCI is hereby authorized to enter
into written sales agreements with other independent broker-dealers for the sale
of the Contracts. All such sales agreements entered into by TCI shall provide
that each independent broker-dealer will assume full responsibility for
continued compliance by itself and by its associated persons with FINRA Rules
and applicable federal and state securities and insurance laws and shall be in
such form and contain such other provisions as TALIC may from time to time
require. All associated persons of such independent broker-dealers soliciting
applications for the Contracts shall be duly and appropriately registered by
FINRA and licensed and appointed by TALIC for the sale of Contracts under the
insurance laws of the applicable states or jurisdictions in which such Contracts
may be lawfully sold. All applications for Contracts solicited by such
broker-dealers through their representatives, together with any other required

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documentation and premiums, purchase payments and other moneys, shall be
handled as set forth in paragraph 3 above.

7. Insurance Licensing and Appointments. TALIC shall apply for the
proper insurance licenses and appointments in appropriate states or
jurisdictions for the designated persons associated with TCI or with other
independent broker-dealers that have entered into sales agreements with TCI for
the sale of Contracts, provided that TALIC reserves the right to refuse to
appoint any proposed registered representative as an agent or broker, and to
terminate an agent or broker once appointed.

8. Recordkeeping. TALIC and TCI shall cause to be maintained and
preserved for the periods prescribed such accounts, books, and other documents
as are required of them by the 1940 Act, and 1934 Act, and any other applicable
laws and regulations. The books, accounts and records of TALIC, of the Account,
and of TCI as to all transactions hereunder shall be maintained so as to
disclose clearly and accurately the nature and details of the transactions.
TALIC (or such other entity engaged by TALIC for this purpose), on behalf of and
as agent for TCI, shall maintain TCI153s books and records pertaining to the sale
of Contracts to the extent as mutually agreed upon from time to time by TALIC
and TCI; provided that such books and records shall be the property of TCI, and
shall at all times be subject to such reasonable periodic, special or other
audit or examination by the SEC, FINRA, any state insurance commissioner and/or
all other regulatory bodies having jurisdiction. TALIC shall be responsible for
sending on behalf of and as agent for TCI all required confirmations on customer
transactions in compliance with applicable regulations, as modified by an
exemption or other relief obtained by TALIC. TCI shall cause TALIC to

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be furnished with such reports as TALIC may reasonably request for the
purpose of meeting its reporting and recordkeeping requirements under the
insurance laws of the State of Arkansas and any other applicable states or
jurisdictions. TALIC agrees that its records relating to the sale of Contracts
shall be subject to such reasonable periodic, special or other audit or
examination by the SEC, FINRA, and any state insurance commissioner and/or all
other regulatory bodies having jurisdiction.

9. Commissions. TALIC shall have the responsibility for paying on
behalf of TCI (a) any compensation to other independent broker-dealers and their
associated persons due under the terms of any sales agreements entered into
pursuant to paragraph 6 above, between TCI and such broker-dealers as agreed to
by TALIC and (b) all commissions or other fees to associated persons of TCI
which are due for the sale of the Contracts in the amounts and on such terms and
conditions as TALIC and TCI determine. Notwithstanding the preceding sentence,
no broker-dealer, associated person or other individual or entity shall have an
interest in any deductions or other fees payable to TCI as set forth herein.

10. Allowance. TALIC shall pay to TCI an allowance for furnishing the
services, materials, and supplies required by the terms of this Agreement. The
payments made by TALIC to TCI shall be recorded through intercompany accounts
and shall be settled by the 10^th business day of each month.

11. Indemnification. TALIC agrees to indemnify TCI for any losses
incurred as a result of any action taken or omitted by TCI, or any of its
officers, agents or employees, in performing their responsibilities under this
Agreement in good faith and

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without willful misfeasance, bad faith or gross negligence, or reckless
disregard of such obligations.

12. Regulatory Investigations. TCI and TALIC agree to cooperate fully
in any insurance or judicial regulatory investigation or proceeding arising in
connection with Contracts distributed under this Agreement. TCI and TALIC
further agree to cooperate fully in any securities regulatory inspection,
inquiry, investigation or proceeding or any judicial proceeding with respect to
TALIC, TCI, their affiliates and their representatives to the extent that such
inspection, inquiry, investigation or proceeding or judicial proceeding is in
connection with Contracts distributed under this Agreement. Without limiting the
foregoing:

(a) TCI will be notified promptly of any customer complaint or notice of any
regulatory inspection, inquiry investigation or proceeding or judicial
proceeding received by TALIC with respect to TCI or any representative or which
may affect TALIC153s issuance of any Contracts marketed under this Agreement; and

(b) TCI will promptly notify TALIC of any customer complaint or notice of any
regulatory inspection, inquiry, investigation or judicial proceeding received by
TCI or any representative with respect to TALIC or its affiliates in connection
with any Contracts distributed under this Agreement.

In the case of a customer complaint, TCI and TALIC will cooperate in
investigating such complaint and shall arrive at a mutually satisfactory
response.

13. Term and Termination.

(a) This Agreement is effective as of the Effective Date and shall continue
to remain in effect from year to year unless terminated in accordance with this
Section 13,

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provided that its continuance is specifically approved at least annually by a
majority of the members of the Board of Directors of TALIC.

(b) This Agreement may be terminated by either party hereto upon 60 days153
prior written notice to the other party.

(c) This Agreement may be terminated upon written notice of one party to the
other party hereto in the event of bankruptcy or insolvency of such party to
which notice is given.

(d) This Agreement may be terminated at any time upon the mutual written
consent of the parties hereto.

(e) TCI shall not assign or delegate its responsibilities under this
Agreement without the written consent of TALIC.

(f) Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except the obligations to settle accounts hereunder,
including payments or premiums or contributions subsequently received for
Contracts in effect at the time of termination or issued pursuant to
applications received by TALIC prior to termination.

14. Regulatory Impact. This Agreement shall be subject to, among other
laws, the provisions of the 1940 Act and the 1934 Act and the rules,
regulations, and rulings thereunder and of FINRA, from time to time in effect,
including such exemptions from the 1940 Act as the SEC may grant, and the terms
hereof shall be interpreted and construed in accordance therewith.

TCI shall submit to ail regulatory and administrative bodies having
jurisdiction over the operations of the Account, present or future; and will
provide any information,

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reports or other material which any such body by reason of this Agreement may
request or require pursuant to applicable laws or regulations.

15. Severability. if any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

16. Choice of Law. This Agreement shall be construed, enforced and
governed by the laws of the State of Arkansas.

17. No Assignment. Neither party may assign its interest in this
Agreement without the prior written consent of the other party, which consent
shall not be unreasonably withheld or delayed.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective duly authorized officials as of the day and year
first above written.

TRANSAMERICA CAPITAL, INC.
By:
		Darin D. Smith
Title:		Assistant Vice President
TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY
By:
		Robert R. Frederick
Title:		Senior Vice President