0000950133-08-001622 Sample Contracts

PARTICIPATION AGREEMENT
Shareholder Information Agreement • April 25th, 2008 • Ml of New York 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 ML LIFE INSURANCE COMPANY OF NEW YORK, a New York 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 • Ml of New York 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”), ML Life Insurance Company of New York (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”).

FORM OF PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 25th, 2008 • Ml of New York Variable Annuity Separate Account A • New York

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 ML LIFE INSURANCE COMPANY OF NEW YORK (“MLLICNY”), a New York corporation, on its own behalf and on behalf of the separate investment accounts of MLLICNY 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 • Ml of New York 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 ML Life Insurance Company of New York, a subsidiary of AEGON USA, Inc., (the “New Company”) as successor-in-interest to the former ML Life Insurance Company of New York (the “Company”).

PIMCO VARIABLE INSURANCE TRUST SERVICES AGREEMENT
Pimco Variable Insurance Trust Services Agreement • April 25th, 2008 • Ml of New York Variable Annuity Separate Account A • California

This Agreement is made as of December 28, 2007, between PIMCO Variable Insurance Trust (the “Trust”) and ML Life Insurance Company of New York (“Authorized Firm”), a New York life insurance company.

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 25th, 2008 • Ml of New York 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 ML Life Insurance Company of New York (the “Company”), a New York life insurance company.

SERVICES AGREEMENT
Services Agreement • April 25th, 2008 • Ml of New York Variable Annuity Separate Account A

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

SERVICE AGREEMENT
Service Agreement • April 25th, 2008 • Ml of New York 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 ML Life Insurance Company of New York, a New York corporation (“Insurance Company”), collectively, the “Parties.”

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