0000950133-08-000088 Sample Contracts

MASTER DISTRIBUTION AGREEMENT among MERRILL LYNCH & CO., INC., MERRILL LYNCH INSURANCE GROUP, INC. and AEGON USA, INC. as of December 28, 2007

Master Distribution Agreement • January 4th, 2008 • Ml Life Insurance Co of New York • New York

• Contract Type
  Master Distribution Agreement
• Filed
  January 4th, 2008
• Company
  Ml Life Insurance Co of New York
• Jurisdiction
  New York

THIS MASTER DISTRIBUTION AGREEMENT (this “Agreement”), dated as of December 28, 2007, is among Merrill Lynch Insurance Group, Inc., a Delaware corporation (the “Seller”), Merrill Lynch & Co., Inc., a Delaware corporation (the “Seller Parent”) and AEGON USA, Inc., an Iowa corporation (the “Buyer”).

Contract

Purchase Agreement • January 4th, 2008 • Ml Life Insurance Co of New York • New York

• Contract Type
  Purchase Agreement
• Filed
  January 4th, 2008
• Company
  Ml Life Insurance Co of New York
• Jurisdiction
  New York

FIRST AMENDMENT, dated as of December 28, 2007 (this “Amendment”), TO THE PURCHASE AGREEMENT, dated as of August 13, 2007 (the “Agreement”), by and among Merrill Lynch Insurance Group, Inc., a Delaware corporation (the “Seller”), Merrill Lynch & Co., Inc., a Delaware corporation (the “Seller Parent”), and AEGON USA, Inc., an Iowa corporation (the “Buyer”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.