0000950133-08-001288 Sample Contracts

Contract
Wholesaling Agreement • March 27th, 2008 • Ml Life Insurance Co of New York • New York

This WHOLESALING AGREEMENT (“Agreement”) is made this 28th day of December, 2007. The parties to this Agreement are ML Life Insurance Company of New York, a New York 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 • Ml Life Insurance Co of New York • New York

This Agreement, effective as of the 28th day of December, 2007, is made by and among ML Life Insurance Company of New York (“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 • Ml Life Insurance Co of New York • Iowa

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

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