0000950133-08-001277 Sample Contracts

MERRILL LYNCH LIFE INSURANCE COMPANY NONAFFILIATED BROKER-DEALER WHOLESALING AGREEMENT
Wholesaling Agreement • March 27th, 2008 • Merrill Lynch Life Insurance Co • New York

This WHOLESALING AGREEMENT (“Agreement”) is made this 28th day of December, 2007. The parties to this Agreement are Merrill Lynch Life Insurance Company, an Arkansas Company corporation (“Company”), issuer of annuity policies (“Contracts”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation (“Distributor”), and Transamerica Capital, a California corporation (“Wholesaler”).

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SELLING AGREEMENT
Selling Agreement • March 27th, 2008 • Merrill Lynch Life Insurance Co • New York

This Agreement, effective as of the 28th day of December, 2007, is made by and among Merrill Lynch Life Insurance Company (“Insurer”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Distributor”), selling products listed on the attached Appendix A (hereinafter referred to collectively as “The Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Broker/Dealer”) and its duly licensed insurance affiliate(s), Merrill Lynch Life Agency Inc., a Washington corporation, and the corporations listed together with their respective states of incorporation on the signature pages hereof (hereinafter referred to collectively as “General Agent”).

KEEP WELL AGREEMENT
Keep Well Agreement • March 27th, 2008 • Merrill Lynch Life Insurance Co • Iowa

WHEREAS, AUSA intends to continue to be an affiliated company of MLLIC and does not intend directly or indirectly to pledge or otherwise dispose of any such shares of stock; and

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