PFL ENDEAVOR VARIABLE ANNUITY ACCOUNT /NEW/
485BPOS, EX-8.B.2, 2000-10-03
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<PAGE>

                               EXHIBIT (8)(b)(2)

                                AMENDMENT TO WRL
                            PARTICIPATION AGREEMENT
<PAGE>

                              AMENDMENT NO. 15 TO
                            PARTICIPATION AGREEMENT
                                     AMONG
                             WRL SERIES FUND, INC.,
                          PFL LIFE INSURANCE COMPANY,
                       AUSA LIFE INSURANCE COMPANY, INC.,
                   PEOPLES BENEFIT LIFE INSURANCE COMPANY AND
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

     Amendment No. 15 to the Participation Agreement among WRL Series Fund,
Inc., (the "Fund"), PFL Life Insurance Company ("PFL"), AUSA Life Insurance
Company, Inc. ("AUSA"), Peoples Benefit Life Insurance Company ("Peoples") and
Transamerica Occidental Life Insurance Company ("Transamerica") dated July 1,
1992, as amended ("Participation Agreement").

     WHEREAS, PFL has established the Separate Account VA F, a separate account
for purposes of selling a variable annuity product funded by WRL Series Fund,
Inc.

     WHEREAS, PFL will offer the ARK Select Variable Annuity.

     NOW, THEREFORE, IT IS HEREBY AGREED that PFL, through its separate account,
Separate Account VA F, and its ARK Select Variable Annuity, is authorized to
acquire shares issued by WRL Series Fund, Inc., subject to the terms and
conditions of the Participation Agreement.

     IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative as
of September 1, 2000.

PFL LIFE INSURANCE COMPANY              WRL SERIES FUND, INC.
By its authorized officer               By its authorized officer

By:    /s/ Larry N. Norman              By:    /s/ John K, Carter
   -----------------------------           ----------------------------------
   Larry N. Norman                         John K. Carter
   Title: President                        Title: Vice President, Secretary and
                                                  Counsel

AUSA LIFE INSURANCE COMPANY, INC.       PEOPLES BENEFIT LIFE INSURANCE COMPANY
By its authorized officer               By its authorized officer

By:    /s/ William L. Busler            By:    /s/ Larry N. Norman
   -----------------------------           -------------------------------------
   William L. Busler                       Larry N. Norman
   Title: Vice President                   Title: Vice President

TRANSAMERICA OCCIDENTAL  LIFE
INSURANCE COMPANY
By its authorized officer

By:    /s/ Priscilla I. Hechler
   -----------------------------
   Priscilla I. Hechler
   Title:  Assistant Vice President and Assistant Secretary
<PAGE>

                               AMENDED SCHEDULE A

                          Effective September 1, 2000
                    Account(s), Policy(ies) and Portfolio(s)
                     Subject to the Participation Agreement

Accounts:   PFL Endeavor Variable Annuity Account
            PFL Endeavor Platinum Variable Annuity Account
            AUSA Endeavor Variable Annuity Account
            Mutual Fund Account
            PFL Life Variable Annuity Account A
            PFL Life Variable Annuity Account C
            PFL Life Variable Annuity Account D
            PFL Retirement Builder Variable Annuity Account
            AUSA Life Insurance Company, Inc. Separate Account C
            Peoples Benefit Life Insurance Company Separate Account V
            Legacy Builder Variable Life Separate Account
            AUSA Series Life Account
            Transamerica Occidental Life Separate Account VUL-3
            PFL Life Variable Annuity Account E
            Separate Account VA F

Policies:   PFL Endeavor Variable Annuity
            PFL Endeavor Platinum Variable Annuity
            AUSA Endeavor Variable Annuity
            Atlas Portfolio Builder Variable Annuity
            Extra Variable Annuity
            Access Variable Annuity
            Retirement Income Builder II Variable Annuity
            AUSA & Peoples - Advisor's Edge Variable Annuity
            Peoples - Advisor's Edge Select Variable Annuity
            Legacy Builder II
            Legacy Builder Plus
            AUSA Financial Freedom Builder
            Transamerica Elite
            Privilege Select Variable Annuity
            ARK Select Variable Annuity

Portfolios: WRL Series Fund, Inc.
                 WRL Janus Growth
                 WRL AEGON Bond
                 WRL. J.P. Morgan Money Market
                 WRL Janus Global
                 WRL LKCM Strategic Total Return
                 WRL VKAM Emerging Growth
<PAGE>

                         AMENDED SCHEDULE A (continued)


  WRL Series Fund, Inc.
       WRL Alger Aggressive Growth
       WRL AEGON Balanced
       WRL Federated Growth & Income
       WRL C.A.S.E. Growth
       WRL NWQ Value Equity
       WRL GE International Equity
       WRL GE U.S. Equity
       WRL J.P. Morgan Real Estate Securities
       WRL T. Rowe Price Dividend Growth
       WRL T. Rowe Price Small Cap
       WRL Goldman Sachs Growth
       WRL Goldman Sachs Small Cap
       WRL Pilgrim Baxter Mid Cap Growth
       WRL Salomon All Cap
       WRL Dreyfus Mid Cap
       WRL Third Avenue Value
       WRL Dean Asset Allocation
       WRL Great Companies - America(sm)
       WRL Great Companies - Technology(sm)
       WRL Value Line Aggressive Growth
       WRL Gabelli Growth
       WRL Great Companies - Global/2/


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