0000950123-10-110700 Sample Contracts

Participation Agreement (MFS)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A • Massachusetts

THIS AGREEMENT, made and entered into this 29th day of November 1996, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the “Trust”), ML LIFE INSURANCE COMPANY OF NEW YORK, a New York 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”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (“MFS”).

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Participation Agreement (AllianceBernstein)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A • New York

THIS AGREEMENT, made and entered into as of the 12th day of December, 1996 (“Agreement”), by and among ML Life Insurance Company of New York, a New York life insurance company (“Insurer”) (on behalf of itself and its “Separate Account,” defined below); Alliance Capital Management L.P., a Delaware limited partnership (“Adviser”), the investment adviser of the Fund referred to below; and Alliance Fund Distributors, Inc., a Delaware corporation (“Distributor”), the Fund’s principal underwriter (collectively, the “Parties”),

Participation Agreement (Davis)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A • Maryland

THIS AGREEMENT, made and entered into this 3rd day of April, 2000, by and among ML Life Insurance Company of New York (hereinafter the “Insurance Company”), a New York corporation, on its own behalf and on behalf of each segregated asset account of the Insurance Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), DAVIS VARIABLE ACCOUNT FUND, INC., a Maryland Corporation (the “Company”) and Davis Distributors, LLC, a Delaware Limited Liability Company (“Davis Distributors”).

Amended and Restated Principal Underwriting Agreement
Principal Underwriting Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A • New York

THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT made and effective as of the 1st day of July, 2010 (the “Effective Date”), by and between TRANSAMERICA CAPITAL, INC. (“TCI”), a California corporation, and TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY OF NEW YORK (“TALICNY”), a New York corporation (formerly ML Life Insurance Company of New York).

Participation Agreement (American Century)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

THIS PARTICIPATION AGREEMENT is made and entered into as of May 1, 2001 by and between ML LIFE INSURANCE COMPANY OF NEW YORK (the “Company”), and AMERICAN CENTURY INVESTMENT SERVICES, INC. (“Distributor”).

Participation Agreement (Federated)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A • Pennsylvania

This AGREEMENT is made as of the 30th day of April, 2004, by and between ML Life Insurance Company of New York (the “Insurer”), a life insurance company domiciled in New York, on its behalf and on behalf of the segregated asset accounts of the Insurer listed on Exhibit A to this Agreement (the “Separate Accounts”); Federated Insurance Series (the “Fund”), a Massachusetts business trust; and Federated Securities Corp. (the “Distributor”), a Pennsylvania corporation.

Participation Agreement (Seligman)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A • New York

THIS AGREEMENT is made this 3rd day of April, 2000, between Seligman Portfolios, Inc., an open-end management investment company organized as a Maryland Corporation (the “Fund”), Seligman Advisors, Inc., a Delaware corporation (the “Distributor”) and ML Life Insurance Company of New York, a life insurance company organized under the laws of the State of New York (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the “Account”).

Participation Agreement (BlackRock)
Fund Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A • New York

THIS AGREEMENT is made as of the 3rd day of October, 1995, between MERRILL LYNCH VARIABLE SERIES FUNDS, INC., an open-end management investment company organized as a Maryland corporation (the “Fund”), and ML LIFE INSURANCE COMPANY OF NEW YORK, a life insurance company organized under the laws of the state of New York (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A as attached hereto, as such schedule may be amended from time to time (the “Accounts”).

Amendment No. 8 to Participation Agreement (AllianceBernstein)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

The Participation Agreement (the “Agreement”), dated December 12, 1996, as amended, by and among Alliance Capital Management L.P. (“Adviser”), a Delaware limited partnership, Alliance Fund Distributors, Inc. (“Distributor”), a Delaware corporation and ML Life Insurance Company of New York (“MLNY”), a New York life insurance company, is hereby amended as follows:

Amendment No. 6 to Participation Agreement (AIM)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

The Participation Agreement (the “Agreement”), dated December 18, 1996, as amended, by and among AIM Variable Insurance Funds, a Delaware trust, A I M Distributors, Inc. (“AIM”), a Delaware corporation, and ML Life Insurance Company of New York (“MLNY”), a New York life insurance company, is hereby amended as follows:

Amendment No. 9 to Participation Agreement (AIM)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

The Participation Agreement (the “Agreement”), dated December 18, 1996, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and ML Life Insurance Company of New York (“MLLICNY”), a New York life insurance company, is hereby amended as follows:

Amendment No. 5 to Participation Agreement (BlackRock)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

THIS AMENDMENT, effective the 4th day of March 2005, by and among FAM Variable Series Funds, Inc. (formerly Merrill Lynch Variable Series Fund, Inc.), a Maryland corporation (the “Fund), FAM Distributors, Inc. (the “Underwriter”) and ML Life Insurance Company of New York, a New York life insurance company (the “Company”);

Amendment No. 2 to Participation Agreement (Seligman)
Fund Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

THIS AMENDMENT is made as of this 5th day of October, 2001, to the Fund Participation Agreement dated April 3, 2000 (the “Agreement”), as amended, among Seligman Portfolios, Inc., (the “Fund”), Seligman Advisors, Inc. (the “Distributor”), and ML Life Insurance Company of New York (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the “Account”).

Amendment No. 3 to Participation Agreement (PIMCO)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

THIS AMENDMENT, dated as of the 5th day of October, 2001, by and among PIMCO Variable Insurance Trust (the “Trust”), PIMCO Funds Distributors LLC (the “Underwriter”) and ML Life Insurance Company of New York (the “Company”);

Amendment No. 3 to Participation Agreement (Davis)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

ADDENDUM No. 3 dated as of October 5, 2001, to the PARTICIPATION AGREEMENT (the “PARTICIPATION AGREEMENT”) among DAVIS VARIABLE ACCOUNT FUND, INC., DAVIS DISTRIBUTORS, LLC. and ML LIFE INSURANCE COMPANY OF NEW YORK dated April 3, 2000.

Amendment No. 1 to Participation Agreement (American Century)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

THIS AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (“Amendment”) is made as of this 14th day of April, 2004, by and between ML LIFE INSURANCE COMPANY OF NEW YORK (the “Company”) and AMERICAN CENTURY INVESTMENT SERVICES, INC. (the “Distributor”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

Amendment No. 5 to Participation Agreement (AIM)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

The Participation Agreement (the “Agreement”), dated December 18, 1996, as amended, by and among AIM Variable Insurance Funds, a Delaware trust, A I M Distributors, Inc., a Delaware corporation, and ML Life Insurance Company of New York, a New York life insurance company, is hereby amended as follows:

Amendment No. 7 to Participation Agreement (AllianceBernstein)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

THIS AGREEMENT, made and entered into as of October 5, 2001 (“Agreement”), by and among ML Life Insurance Company of New York, a New York life insurance company (“Insurer”); Alliance Capital Management L.P., a Delaware limited partnership (“Adviser”), the investment adviser of the Fund referred to below; and Alliance Fund Distributors, Inc., a Delaware corporation (“Distributor”), the Fund’s principal underwriter (collectively, the “Parties”),

Amendment No. 1 to Participation Agreement (Federated)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

THIS AMENDMENT, dated as of the 1st day of March, 2005, by and among Federated Insurance Series, a Massachusetts business trust (the “Fund), Federated Securities Corp., a Pennsylvania corporation (the “Distributor”) and ML Life Insurance Company of New York, a New York life insurance company (the “Company”);

Amendment No. 9 to Participation Agreement (AllianceBernstein)
Ml of New York Variable Annuity Separate Account A • December 3rd, 2010

THIS AMENDMENT, dated as of March 1, 2005, by and among Alliance Capital Management L.P., a Delaware limited partnership (the “Adviser), AllianceBernstein Investment Research and Management, Inc., a Delaware corporation (the “Underwriter”) and ML Life Insurance Company of New York, a New York life insurance company (the “Company”);

Amendment No. 10 to Participation Agreement (AllianceBernstein)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

THIS AMENDMENT, effective as of May 1, 2007, by and among AllianceBernstein L.P. (formerly Alliance Capital Management L.P.), a Delaware limited partnership (the “Adviser”), AllianceBernstein Investments, Inc. (formerly AllianceBernstein Investment Research and Management, Inc.), a Delaware corporation (the “Underwriter”) and ML Life Insurance Company of New York, a New York life insurance company (the “Company”);

Participation Agreement (PIMCO)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A • Delaware

THIS AGREEMENT, dated as of the 3rd day of April, 2000 by and among 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 (each account hereinafter referred to as the “Account”), PIMCO Variable Insurance Trust (the “Fund”), a Delaware business trust, and PIMCO Funds Distributors LLC (the “Underwriter”), a Delaware limited liability company.

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Participation Agreement (AIM)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A • Maryland

THIS AGREEMENT, made and entered into as of the 18th day of December, 1996 (“Agreement”), by and among AIM Variable Insurance Funds, Inc., a Maryland corporation (“AVIF”); AIM Distributors, Inc., a Delaware corporation (“AIM”); and ML Life Insurance Company of New York, a New York life insurance company (“MLLIC”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”) (collectively, the “Parties”).

Amendment to Fund Participation Agreement (BlackRock)
Fund Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

Reference is made to the Fund Participation Agreement dated as of October 3, 1995, as amended, between BLACKROCK VARIABLE SERIES FUNDS, INC. (the “Fund”), and ML LIFE INSURANCE COMPANY OF NEW YORK (the “Company), on its own behalf and on behalf of each segregated asset account of the Company (the “Agreement”). This amendment to the Agreement is made as of May 1, 2008.

Amendment No. 5 to Participation Agreement (MFS)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

Pursuant to the Participation Agreement, made and entered into as of the 29th day of November 1996, as amended, by and among MFS® Variable Insurance TrustSM, ML Life Insurance Company of New York, and Massachusetts Financial Services Company, the parties hereby agree to an amended Schedule A as attached hereto.

Amendment No. 7 to Participation Agreement (AIM)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

The Participation Agreement (the “Agreement”), dated December 18, 1996, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and ML Life Insurance Company of New York (“MLLICNY”), a New York life insurance company, is hereby amended as follows:

Amendment No. l to Participation Agreement (PIMCO)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account A

This Amendment No. 1 to the Participation Agreement dated April 3, 2000 (the “Agreement”) between ML Life Insurance Company of New York (the “Company”), PIMCO Variable Insurance Trust (the “Fund”), and PIMCO Funds Distributors LLC (the “Underwriter”) is effective as of April 3, 2000. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

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