0000950133-08-001623 Sample Contracts

SHAREHOLDER SERVICES AGREEMENT (Rule 12b-1 Plan Related Agreement)
Shareholder Services Agreement • April 25th, 2008 • Ml of New York Variable Annuity Separate Account D • New York

This Agreement is made as of December 28, 2007. by and between AIM Distributors, Inc. (the “Distributor”), a Delaware corporation, and ML Life Insurance Company of New York (the “Company”), a New York life insurance company.

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

This Agreement is made as of December 28, 2007, by and between Allianz Global Investors Distributors LLC (formerly known as PIMCO Funds Distributors LLC) (the “Distributor”), a Delaware limited liability company, and ML Life Insurance Company of New York (the “Company”), a New York life insurance company.

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

This Agreement is made as of December 28, 2007, by and between BlackRock Distributors, Inc. (the “Distributor”), a Delaware corporation, and ML Life Insurance Company of New York (the “Company”), a New York life insurance company.

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

This Agreement is made as of December 28th, 2007, by and between Lord Abbett Distributor LLC (the “Distributor”), a New York limited liability company, and ML Life Insurance Company of New York (the “Company”), a New York life insurance company.

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

This Agreement is made as of December 28, 2007. by and between American Funds Distributors, Inc. (the “Distributor”), a California company, and ML Life Insurance Company of New York (the “Company”), a New York life insurance company.

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

This Agreement is made as of December 28, 2007, by and between AllianceBernstein Investments, Inc. (the “Distributor”), a Delaware company, and ML Life Insurance Company of New York (the “Company”), a New York life insurance company.

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

This Agreement is made as of December 28, 2007 , by and between American Century Investment Services, Inc. (the “Distributor”), a Missouri company, and ML Life Insurance Company of New York (the “Company”), a New York life insurance company.

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

This Agreement (“Agreement”) is made as of December 28, 2007, by and between Delaware Distributors, L.P. (the “Distributor”), a Delaware limited liability partnership, and ML Life Insurance Company of New York (the “Company”), a New York life insurance company.

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

This Agreement is made as of December 28, 2007, by and between Franklin Templeton Distributors, Inc. (the “Distributor”), a New York company, and ML Life Insurance Company of New York (the “Company”), a New York life insurance company.

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

This Agreement is made as of December 28, 2007, by and between Cohen & Steers Securities, LLC (the “Distributor”), a Delaware limited liability company, and ML Life Insurance Company of New York (the “Company”), a New York life insurance company.

ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION AGREEMENT ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION AGREEMENT, dated as of December 28, 2007 between Seligman Advisors, Inc. (“Seligman Advisors”) and ML Life Insurance Company of New...
Administration, Shareholder Services and Distribution Agreement • April 25th, 2008 • Ml of New York Variable Annuity Separate Account D • New York

The Parties hereto enter into a Administration, Shareholder Services and Distribution Agreement (“Service Agreement”) with respect to the shares of Seligman Capital Fund, Inc., Seligman Cash Management Fund, Inc., Seligman Common Stock Fund, Inc., Seligman Communications and Information Fund, Inc., Seligman Core Fixed Income Fund, Inc., Seligman Frontier Fund, Inc., Seligman Global Fund Series, Inc., Seligman Growth Fund, Inc., Seligman High-Yield Fund, Seligman Income and Growth Fund, Inc., Seligman LaSalle Real Estate Fund Series, Inc., Seligman Municipal Fund Series, Inc., Seligman Municipal Series Trust, Seligman New Jersey Municipal Fund, Inc., Seligman Pennsylvania Municipal Fund Series, Seligman TargetHorizon ETF PortfoliosSM, Inc., Seligman Time Horizon/Harvester Series, Inc., Seligman U.S. Government Securities Fund, Seligman Value Fund Series, Inc., and any other future mutual funds that may become members of the Seligman Group of Investment Companies Funds which adopt an Adm

MUTUAL FUND SALES AGREEMENT
Mutual Fund Sales Agreement • April 25th, 2008 • Ml of New York Variable Annuity Separate Account D • Ohio

This Agreement, is entered into between ML Life Insurance Company of New York (“Financial Intermediary”), a New York life insurance company, on its own behalf and on behalf of each segregated asset account of Financial Intermediary set forth on Exhibit A hereto as may be amended from time to time (hereinafter referred to individually and collectively as the “Account”), and JPMorgan Distribution Services, Inc. (“JPMDS”) with respect to series of each of the trusts and the corporation listed on Exhibit B hereto (each, a “Trust”; collectively, the “Trusts”); (each series referred to as a “Fund” and collectively as the “Funds”) for whose shares of beneficial interest JPMDS serves as Distributor and for whom JPMDS provides distribution services.

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

WHEREAS, amounts invested in the Contracts by contract holders are deposited in separate accounts of the Company which in turn purchase shares of the A Class of the Fund, which is an investment option offered by the Contracts; and

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

This Agreement is made as of December 28, 2007, by and between OppenheimerFunds Distributor, Inc. (the “Distributor”), a New York company, and ML Life Insurance Company of New York (the “Company”), a New York life insurance company.

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

This Agreement is made as of December 28, 2007, by and between Van Kampen Funds Inc. (the “Distributor”), a Delaware company, and ML Life Insurance Company (the “Company”), a New York life insurance company.

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

This Agreement is made as of December 28th, 2007, be and between Eaton Vance Distributors, Inc. (the “Distributor”), a Massachusetts company, and ML Life Insurance Company of New York (the “Company”), a New York life insurance company.

AMENDMENT NO. 2 TO RETAIL FUND PARTICIPATION AGREEMENT
Retail Fund Participation Agreement • April 25th, 2008 • Ml of New York Variable Annuity Separate Account D

THIS AMENDMENT, dated as of May 1, 2008 to the Participation Agreement dated March 1, 2005, as amended, by and among ML Life Insurance Company of New York (the “Company”) on its own behalf and on behalf of each of the separate accounts/s, of the Company set forth in Schedule A hereto, as may be amended from time to time (each such account hereinafter referred to as a “Separate Account”) and Pioneer Funds Distributor, Inc. (“PFD”) (hereinafter the “Underwriter”) (the “Agreement”).

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2008 • Ml of New York Variable Annuity Separate Account D

THIS AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT (“Amendment”) is made as of this 28th day of December, 2007, by and between ML LIFE INSURANCE COMPANY OF NEW YORK (the “Company”) and AMERICAN CENTURY INVESTMENT SERVICES, INC. (“Underwriter”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

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