0000950133-09-001265 Sample Contracts

GMDB Reinsurance Agreement between MLLICNY And ACE Tempest Life Reinsurance LTD.
GMDB Reinsurance Agreement • April 28th, 2009 • Ml of New York Variable Annuity Separate Account D • New York
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PARTICIPATION AGREEMENT between ML LIFE INSURANCE COMPANY OF NEW YORK and TRANSAMERICA CAPITAL, INC.
Participation Agreement • April 28th, 2009 • Ml of New York Variable Annuity Separate Account D • New York

THIS AGREEMENT, dated as of the 1st day of September, 2008, between ML Life Insurance Company of new York (the “Company”), a New York life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (hereinafter referred to individually and collectively as the “Account”), and Transamerica Capital, Inc. (the “Underwriter”), a California corporation.

Amendment No. 3 to the GMIB Reinsurance Agreement between MLLICNY and ACE Tempest Life Reinsurance LTD.
Gmib Reinsurance Agreement • April 28th, 2009 • Ml of New York Variable Annuity Separate Account D

Effective August 1, 2008, this Amendment is hereby attached to and becomes a part of the above-described Reinsurance Treaty. It is mutually agreed that the Agreement will be updated to properly reflect fund changes and endorsements. In addition, it is mutually agreed that the Agreement will be amended to clarify the reinsurer approval process for retail fee increases and the addition of new riders with asset charges. To effect these changes, the following provisions of the Agreement are hereby amended:

GMIB Reinsurance Agreement between MLLICNY and ACE Tempest Life Reinsurance LTD.
Gmib Reinsurance Agreement • April 28th, 2009 • Ml of New York Variable Annuity Separate Account D • New York
Amendment No. 2 to the GMDB Reinsurance Agreement between MLLICNY and ACE Tempest Life Reinsurance LTD.
GMDB Reinsurance Agreement • April 28th, 2009 • Ml of New York Variable Annuity Separate Account D

Effective August 1, 2008, this Amendment is hereby attached to and becomes a part of the above-described Reinsurance Treaty. It is mutually agreed that the Agreement will be updated to properly reflect fund changes and endorsements. In addition, it is mutually agreed that the Agreement will be amended to clarify the reinsurer approval process for retail fee increases and the addition of new riders with asset charges.

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