0000950133-08-001620 Sample Contracts

PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2008 • Merrill Lynch Life Variable Annuity Separate Account A • Delaware

THIS AGREEMENT, made and entered into this 28th day of December, 2007 by and among MLIG VARIABLE INSURANCE TRUST, a statutory trust formed under the laws of Delaware (the ‘Trust”), MERRILL LYNCH PIERCE FENNER & SMITH, INC., a Delaware corporation (the “Distributor”), ROSZEL ADVISORS, LLC, a Delaware limited liability company (“Roszel Advisors”), and MERRILL LYNCH LIFE INSURANCE COMPANY, an Arkansas life insurance company (the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein.

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AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2008 • Merrill Lynch Life Variable Annuity Separate Account A

THIS AMENDMENT, dated as of May 1, 2008 to the Participation Agreement dated March 1, 2005, as amended, among Pioneer Variable Contracts Trust (the “Trust”), Merrill Lynch Life Insurance Company (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), Pioneer Investment Management, Inc. (“PIM”), and Pioneer Funds Distributor, Inc. (“PFD”) (the “Agreement”).

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 25th, 2008 • Merrill Lynch Life Variable Annuity Separate Account A • New York

This Agreement is made as of December 28, 2007, by and between American Funds Distributors (the “Distributor”), a California company, and Merrill Lynch Life Insurance Company (the “Company”), an Arkansas life insurance company.

SERVICE AGREEMENT
Service Agreement • April 25th, 2008 • Merrill Lynch Life Variable Annuity Separate Account A • Maryland

This Agreement is made as of December 28, 2007, by and between Davis Distributors, LLC, a Delaware Limited Liability Company (“Davis Distributors”), and Merrill Lynch Life Insurance Company, an Arkansas corporation (“Insurance Company”), collectively, the “Parties.”

PIMCO VARIABLE INSURANCE TRUST SERVICES AGREEMENT
Services Agreement • April 25th, 2008 • Merrill Lynch Life Variable Annuity Separate Account A • California

This Agreement is made as of December 28, 2007, between PIMCO Variable Insurance Trust (the “Trust”) and Merrill Lynch Life Insurance Company (“Authorized Firm”), an Arkansas life insurance company.

SERVICES AGREEMENT
Services Agreement • April 25th, 2008 • Merrill Lynch Life Variable Annuity Separate Account A

The terms and conditions of this Services Agreement between Pacific Investment Management Company (“PIMCO”) and Merrill Lynch Life Insurance Company (the “Company”), are effective as of December 28, 2007

FORM OF PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 25th, 2008 • Merrill Lynch Life Variable Annuity Separate Account A • Arkansas

THIS PRINCIPAL UNDERWRITING AGREEMENT made and effective as of the 1st day of May, 2008, by and between TRANSAMERICA CAPITAL, INC. (“TCI”), an Iowa corporation, and MERRILL LYNCH LIFE INSURANCE COMPANY (“MLLIC”), an Arkansas corporation, on its own behalf and on behalf of the separate investment accounts of MLLIC set forth in Exhibit A - Variable Life Products and Exhibit B - Variable Annuity Products attached hereto and made a part hereof (collectively, the “Account”).

ASSIGNMENT OF LETTER AGREEMENT
Assignment of Letter Agreement • April 25th, 2008 • Merrill Lynch Life Variable Annuity Separate Account A

This Assignment (the “Assignment”) to the Administrative Letter Agreement (as defined below) is made effective as of the Effective Date (as defined below) by and between Janus Capital Management LLC (the “Adviser”), and Merrill Lynch Life Insurance Company, a subsidiary of AEGON USA, Inc., (the “New Company”) as successor-in-interest to the former Merrill Lynch Life Insurance Company (the “Company”).

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