NOVATION

                                       OF

                             PARTICIPATION AGREEMENT



         This Novation Agreement dated as of September 1, 2005 is by and among
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY (the "Company"), a North
Carolina corporation, on its own behalf and on behalf of each separate account
of the Company named in Schedule 1 and 2 to Participation Agreement (as defined
below), PREMIER VIT (formerly, OCC Accumulation Trust), an open-end diversified
management investment company organized under the laws of the State of
Massachusetts (the "Fund"), OCC DISTRIBUTORS LLC, a Delaware limited liability
company (hereinafter the "Underwriter") and OPCAP ADVISORS LLC (hereinafter the
"Advisor").

         WHEREAS, the Company, the Fund, the Underwriter and the Advisor entered
into a Participation Agreement on December 15, 1997 ("Participation Agreement");

         WHEREAS, each of Allianz Global Investors Distributors LLC, a Delaware
limited liability company ("AGI Distributors") and OCC Distributors LLC is
registered as a broker-dealer with the SEC under the Securities Exchange Act of
1934, as amended, and is a member in good standing of the National Association
of Securities Dealers, Inc.;

         WHEREAS, the Company, the Fund, OCC Distributors and the Advisor desire
that OCC Distributors be replaced as the Fund's principal underwriter by AGI
Distributors; and

         WHEREAS, the Company, the Fund and the Advisor desire to affect a
novation of the Participation Agreement so that AGI Distributors is substituted
for OCC Distributors as a party to such agreement and OCC Distributors is
released from its obligations under such agreement, AGI Distributors desires to
accept the novation thereof, and OCC Distributors desires to consent to such
novation.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:

         1. Novation and Acceptance. Subject to the terms and conditions
contained herein, the Company, the Fund and the Advisor hereby affect a novation
of the Participation Agreement to substitute AGI Distributors for OCC
Distributors as party to such agreement (the "Novation"), AGI Distributors
hereby accepts such novation and agrees to undertake all of OCC Distributors'
duties and obligations under the Participation Agreement. The Company, the Fund,
the Advisor and AGI Distributors hereby release OCC Distributors from all of its
duties and obligations under the Participation Agreement and OCC Distributors
hereby consents to such novation.

         2. Term. The novation shall become effective on the September 15, 2005
and shall extend for so long as the terms specified in Section 10 of the
Participation Agreement are satisfied or until terminated in accordance with
said Section 10.






         3. No Termination. The parties agree that the novation shall not
constitute a termination of the Participation Agreement for purposes of Section
10 of the Participation Agreement, and that the Participation Agreement, as so
novated, shall remain in full force and effect after the novation.

         IN WITNESS WHEREOF, the parties hereto have caused this Novation
Agreement to be executed by a duly authorized representative as of the day and
year first above written.





TRANSAMERICA LIFE INSURANCE                 PREMIER VIT
AND ANNUITY COMPANY


By: /s/ Priscilla I. Hechler                By: /s/ Brian S. Shlissel
    ------------------------                    ---------------------
Name:  Priscilla I. Hechler                 Name:  Brian S. Shlissel
Title: Assistant Vice President             Title: President & CEO
       Assistant Secretary


OCC DISTRIBUTORS LLC                        OPCAP ADVISORS LLC

By: /s/ Francis C. Poli                     By: /s/ Francis C. Poli
    -----------------------                    -----------------------
Name:  Francis C. Poli                       Name:  Francis C. Poli
Title: CEO                                   Title: CEO


Accepted By:

ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC


By: /s/ E. Blake Moore, Jr.
    ---------------------------
Name:  E. Blake Moore, Jr.
Title: Managing Director & CEO