0000950133-08-001624 Sample Contracts

SHAREHOLDER SERVICES AGREEMENT (Rule 12b-1 Plan Related Agreement)
Shareholder Services Agreement • April 28th, 2008 • Merrill Lynch Life 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 Merrill Lynch Life Insurance Company (the “Company”), an Arkansas life insurance company.

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SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 28th, 2008 • Merrill Lynch Life 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 Merrill Lynch Life Insurance Company (the “Company”), an Arkansas life insurance company.

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 28th, 2008 • Merrill Lynch Life 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 Merrill Lynch Life Insurance Company (the “Company”), an Arkansas life insurance company.

AGREEMENT
Agreement • April 28th, 2008 • Merrill Lynch Life Variable Annuity Separate Account D

Merrill Lynch Life Insurance Company (the “Company”) and American Century Investment Services, Inc. (the “Distributor”) mutually agree to the arrangements set forth in this Agreement (the “Agreement”) dated as of December 28, 2007.

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 28th, 2008 • Merrill Lynch Life 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 Merrill Lynch Life Insurance Company (the “Company”), an Arkansas life insurance company.

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 28th, 2008 • Merrill Lynch Life 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 Merrill Lynch Life Insurance Company (the “Company”), an Arkansas life insurance company.

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 28th, 2008 • Merrill Lynch Life 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 corporation, and Merrill Lynch Life Insurance Company (the “Company”), an Arkansas life insurance company.

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 28th, 2008 • Merrill Lynch Life 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 Merrill Lynch Life Insurance Company (the “Company”), an Arkansas life insurance company.

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 28th, 2008 • Merrill Lynch Life 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 Merrill Lynch Life Insurance Company (the “Company”), an Arkansas life insurance company.

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 28th, 2008 • Merrill Lynch Life 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 Merrill Lynch Life Insurance Company (the “Company”), an Arkansas life insurance company.

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 28th, 2008 • Merrill Lynch Life 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 Merrill Lynch Life Insurance Company (the “Company”), an Arkansas 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 Merrill Lynch Life Insurance...
Administration, Shareholder Services and Distribution Agreement • April 28th, 2008 • Merrill Lynch Life 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

JPMORGAN DISTRIBUTION SERVICES, INC. MUTUAL FUND SALES AGREEMENT
Mutual Fund Sales Agreement • April 28th, 2008 • Merrill Lynch Life Variable Annuity Separate Account D • Ohio

This Agreement, is entered into between Merrill Lynch Life Insurance Company (“Financial Intermediary”), an Arkansas 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.

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 28th, 2008 • Merrill Lynch Life 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 Merrill Lynch Life Insurance Company (the “Company”), an Arkansas life insurance company.

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 28th, 2008 • Merrill Lynch Life 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 Merrill Lynch Life Insurance Company (the “Company”), an Arkansas life insurance company.

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2008 • Merrill Lynch Life 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 MERRILL LYNCH LIFE INSURANCE COMPANY (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).

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 28th, 2008 • Merrill Lynch Life 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 Merrill Lynch Life Insurance Company (the “Company”), an Arkansas life insurance company.

AMENDMENT NO. 2 TO RETAIL FUND PARTICIPATION AGREEMENT
Retail Fund Participation Agreement • April 28th, 2008 • Merrill Lynch Life Variable Annuity Separate Account D

THIS AMENDMENT, dated as of May 1, 2008 to the Participation Agreement dated March, 2005, as amended, by and among Merrill Lynch Life Insurance Company (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”).

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