febiiexhibit26hxxxv.htm

Amendment No. 6 to

Participation Agreement

Franklin Templeton Variable Insurance Products Trust

Franklin/Templeton Distributors, Inc.

Western Reserve Life Assurance Co. of Ohio

Transamerica Capital, Inc.

Franklin Templeton Variable Insurance Products Trust (The “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Western Reserve Life Assurance Co. of Ohio (the “Company”) or “you”), and Transamerica Capital, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated November 10, 2008, and subsequently amended May 1, 2009, October 1, 2010, October 31, 20011, March 1, 2012, January 15, 2013 , and further modified by an Addendum dated May 1, 2011 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

AMENDMENT

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1.	Schedules A, C and G of the Agreement are hereby deleted in their entirety and replaced with the Schedules A, C and G attached hereto, respectively.

2.	All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of May 1, 2014.

The Trust:

Only on behalf of

each Portfolio listed

on Schedule C of

the Agreement.

Franklin Templeton Variable Insurance Products Trust

By: /s/ Karen L. Skidmore

Name: Karen L. Skidmore

Title: Vice President

The Underwriter:

Franklin/Templeton Distributors, Inc.

By: /s/ Christopher Felchlin

Name: Christopher Felchlin

Title: Vice President

The Company:

Western Reserve Life Assurance Co. of Ohio

By: /s/ John Mallett

Name: John Mallett

Title: Vice President

The Distributor:

Transamerica Capital, Inc.

By: /s/ Brenda L. Smith

Name: Brenda L. Smith

Title: Assistant Vice President

Schedule A

The Company and its Distributor

THE COMPANY

Western Reserve Life Assurance Co. of Ohio

4333 Edgewood Rd NE

Cedar Rapids, IA 52499

An insurance company organized under the laws of the State of Ohio.

THE DISTRIBUTOR

Transamerica Capital, Inc.

4600 S. Syracuse Street

Suite 1100

Denver, Colorado 80237

A corporation organized under the laws of the State of California.

Schedule C

Available Portfolios and Classes of Shares of the Trust

Franklin Founding Funds Allocation VIP Fund – Class 4

In addition to portfolios and classes of shares listed above, any additional Portfolios and classes of shares other than Class 3 shares are included in this Schedule C listing provided that:

(1)

the General Counsel of Franklin Templeton Investments receives from a person authorized by you a written notice in the form attached (which may be electronic mail or sent by electronic mail) (“Notice”) identifying this Agreement as provided in the Notice and specifying: (i) the names and classes of shares of additional Portfolios that you propose to offer as investment options of the Separate Accounts under the Contracts; and (ii) the date that you propose to begin offering Separate Account interests investing in the additional Portfolios under the Contracts; and

(2)	we do not within ten (10) Business Days following receipt of the Notice send you a writing (which may be electronic mail) objecting to your offering such Separate Accounts investing in the additional Portfolios and classes of shares under the Contracts.

Provided that we do not object as provided above, your Notice shall amend, supplement and become a party of this Schedule C and the Agreement.

Schedule G

Addresses for Notices

To the Company: Western Reserve Life Assurance Co. of Ohio

4333 Edgewood Rd NE

Cedar Rapids, IA 52499

Attention: IS&R General Counsel

To the Distributor: Transamerica Capital, Inc.

4600 S. Syracuse Street

Suite 1100

Denver, CO 80237

Attention: General Counsel

To the Trust:

Franklin Templeton Variable Insurance Products Trust

One Franklin Parkway, Bldg. 920 2nd Floor

San Mateo, California 94403

Attention: Karen L. Skidmore, Vice President

To the Underwriter:

Franklin/Templeton Distributors, Inc.

100 Fountain Parkway, Bldg. 140 7th Floor

St. Petersburg, FL 33716

Attention: Peter Jones, President

If to the Trust or Underwriter

with a copy to:

Franklin Templeton Investments

One Franklin Parkway, Bldg. 920 2nd Floor

San Mateo, California 94403

Attention: General Counsel