Amendment between Transamerica and Broker

Amendment between Transamerica and Broker Name Complete Business Address City Province Postal Code Business Telephone Number Fax Telephone Number To be completed by Head Office MGA Code Agency Code Effective Date

Amendment between Transamerica and Broker THIS AMENDMENT, effective the day of,, made by and between TRANSAMERICA LIFE CANADA (hereinafter referred to as Transamerica ) - and - (hereinafter referred to as the Broker ). hereby amends and is incorporated by reference into and is deemed to form a part of that certain Broker's Contract dated the day of,, made by and between the parties hereto, together with all amendments and supplements thereto. THIS AMENDMENT WITNESSES THAT, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereto agree as follows: 1. INTERPRETATION 1.1 Definitions: In this Amendment, unless there is something in the subject matter or context inconsistent therewith (a) Broker's Contract means the Broker's Contract referred to above including any amendments, supplements, schedules, exhibits or appendices attached thereto, referencing such agreement, or expressly made a part thereof; (b) Market Intermediary means any person who solicits applications for insurance offered by Transamerica, who is shown on Transamerica's records as being entitled to solicit such applications, and who is a party to a valid agreement with Transamerica entitling such person to solicit business for Transamerica as an agent of the Broker; (c) Market Intermediary Agreement means an agreement referred to in clause 1.1(b) of this Amendment. 2

1.2 All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Broker s Contract. 2. MARKET INTERMEDIARIES 2.1 Appointment: Provided that Transamerica has first consented in writing to each such appointment pursuant to a form of agreement which it designates from time to time for such purpose, the Broker shall have the right to appoint duly qualified persons to act as the Broker s agents for the purpose of soliciting applications for insurance then offered by Transamerica. Without in any way limiting the generality of clauses 1.3(a) and (c) of the Broker s Contract, the Broker shall have no authority to modify or amend any such form of agreement which Transamerica designates from time to time or any particular Market Intermediary Agreement. Transamerica may at any time, in its sole discretion, withhold consent to any proposed appointee or terminate any particular Market Intermediary Agreement. The Broker acknowledges and agrees that, to the extent that the law allows, the Market Intermediary is not an agent or broker of Transamerica. 2.2 Receipt of Market Intermediary Agreement: The Broker acknowledges having received Transamerica s current form of Market Intermediary Agreement for execution by each such proposed appointee. 3. ADDITIONAL OBLIGATIONS OF THE BROKER 3.1 Compliance and Licensing of Market Intermediaries: The Broker shall ensure that (a) each Market Intermediary complies at all times with (i) all laws, statutes, rules and regulations of each jurisdiction to which the Market Intermediary is subject, (ii) all rules, regulations, guidelines and other requirements of each regulatory, administrative or governmental authority or self-regulatory body to whose jurisdiction the Market Intermediary is subject or of which the Market Intermediary is a member, and (iii) all court orders, (b) each Market Intermediary complies at all times with all then current rules, regulations and other requirements of Transamerica as may from time to time be communicated to the Broker by or on behalf of Transamerica, to the extent, however, that such rules, regulations and requirements do not conflict with the provisions of this Agreement or the agreement between Transamerica and the Market Intermediary; (c) without in any way limiting the generality of clause 3.1(a) of this Amendment, each Market Intermediary maintains in effect, any and all licenses and certificates required by any applicable law and any applicable regulatory, administrative or governmental authority or self-regulatory body to whose jurisdiction the Market Intermediary is subject or of which the Market Intermediary is a member; 3

(d) each Market Intermediary otherwise complies with all of the provisions of its respective Market Intermediary Agreement with Transamerica. 3.2 Servicing of Policyholders and Market Intermediaries: The Broker shall adequately service all of its business including the business of its Market Intermediaries, and shall maintain such personnel, equipment and facilities as are necessary to service policyholders and Market Intermediaries and to communicate with Transamerica. 3.3 Miscellaneous Obligations: (a) The Broker shall (i) use all reasonable efforts to prevent the lapsing of Transamerica policies effected under this Agreement or any prior agreement between the Broker and Transamerica, and (ii) provide to Market Intermediaries all notices which the Broker receives from Transamerica for delivery to the Market Intermediaries. (b) The Broker is not authorized to and shall not accept any application for insurance offered by Transamerica from any person who is not then duly licensed and operating, with the express consent of Transamerica, under a Market Intermediary Agreement.against any policy of insurance described in this section. 4. ADDITIONAL RIGHTS OF TRANSAMERICA 4.1 In additional to all of Transamerica's other rights under the Broker's Contract, Transamerica in its sole discretion may at any time and from time to time modify or amend any form of agreement with any person who solicits applications for insurance offered by Transamerica. 5. INDEMNITY 5.1 The Broker hereby irrevocably and unconditionally covenants and agrees, at all times, to indemnify and save harmless Transamerica and its successors and assigns (Transamerica and such other persons being hereinafter sometimes referred to as the Indemnitees ), and each of them, from and against all claims, demands, causes of action, suits, damages, losses, costs, expenses, fines, obligations and liabilities of every kind and nature whatsoever, which may be made or brought against any of the Indemnitees or of which any of the Indemnitees may suffer or incur, (including, without limitation, any amount paid to settle an action or satisfy a judgment), based upon, arising out of, attributable to, related to, or in any way connected with (a) the breach or non-performance of any covenant or obligation to be performed by a Market Intermediary under his Market Intermediary Agreement, (b) any claim by a Market Intermediary for commission, bonus or other compensation from Transamerica, 4 4

(c) any claim by a Market Intermediary against Transamerica or against Transamerica and the Broker jointly, whether or not related to compensation, (d) any agreement or understanding or alleged agreement or understanding between the Market Intermediary and the Broker, whether or not related to compensation, or (e) any act or omission of any Market Intermediary. 6. TERMINATION OF AMENDMENT 6.1 This Amendment may, without affecting the continuance of the balance of the Broker s Contract, be terminated with or without cause by either Transamerica or the Broker upon five (5) days written notice to the other party, it being understood and agreed that subsection 13.1 of the Broker s Contract shall apply to such notice as if this subsection formed part of subsection 11.1 of the Broker s Contract. Such right of termination shall not be restricted by the provisions for termination set forth in subsections 11.2 and 11.3 of the Broker's Contract. 7. GENERAL 7.1 The parties hereto acknowledge and agree that this Amendment does not alter, amend or modify the Broker's Contract other than as expressly set forth in this Amendment, and that this Amendment is subject to all of the terms and conditions of the Broker's Contract. Except as amended by this instrument, the Broker's Contract is hereby confirmed in all respects.those cases in which Transamerica, in its sole judgment, determines that the Market Intermediary has not been at fault and should not be held responsible.hereunder to any party upon notice to the Market Intermediary. 5

IN WITNESS WHEREOF the parties have duly executed this Amendment as of the date first above written. TRANSAMERICA LIFE CANADA By: Signature: Print Name: Title: By: Signature: Print Name: Title: (Signature of Broker) (Name of Broker) 6 6

5000 Yonge Street Toronto, Ontario M2N 7J8 Member of the AEGON Group DCC546 1/06