0000950123-10-110730 Sample Contracts

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

THIS AGREEMENT, dated as of the 11th day of October, 2002, 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 (hereinafter referred to individually and collectively as the “Account”), the Putnam Funds listed on Schedule B (each a “Fund”), each a Massachusetts business trust or a series of such a trust, and Putnam Retail Management Limited Partnership (the “Underwriter”), a Delaware limited partnership.

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AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account D • 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 (BlackRock)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account D • New York

THIS AGREEMENT, dated as of the 11th day of October, 2002, 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 FAM DISTRIBUTORS, INC. (the “Underwriter”), a Delaware corporation.

Participation Agreement (Van Kampen)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account D • New York

THIS AGREEMENT, dated as of the 11th day of October, 2002, 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 (hereinafter referred to individually and collectively as the “Account”), the Van Kampen Equity Trust, Van Kampen Comstock Fund and the Van Kampen Equity and Income Fund (each a “Fund,” collectively the “Funds”), each a Delaware business trust, and Van Kampen Funds Inc. (the “Underwriter”), a Delaware company.

Amendment No. 1 Participation Agreement (Van Kampen)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account D

THIS AMENDMENT, dated as of June 25, 2008, hereby amends the Participation Agreement (the “Agreement”), dated as of October 11, 2002, by and among ML Life Insurance Company of New York (the “Company”), the Van Kampen Equity Trust, Van Kampen Comstock Fund, the Van Kampen Equity and Income Fund (each, a “Fund” and, collectively, the “Funds”), and Van Kampen Funds Inc. (the “Underwriter”).

Amendment No. 2 Participation Agreement (BlackRock)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account D

THIS INSTRUMENT AND AMENDMENT, effective the 13th day of October, 2006, by and between FAM Distributors, Inc. a Delaware corporation, and ML Life Insurance Company of New York, a New York life insurance company (the “Company”);

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

This AMENDMENT (this “Amendment”) is made and entered into as of the 24th day of June, 2010 by and among ML LIFE INSURANCE COMPANY OF NEW YORK (the “Company”), a New York corporation and FIDELITY DISTRIBUTORS CORPORATION (the “Underwriter”), a Massachusetts corporation

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

THIS AMENDMENT, effective the 4th day of March, 2005, by and among FAM Distributors, Inc., a Delaware corporation (the “Underwriter”) and ML Life insurance Company of New York, a New York life insurance company (the “Company”);

Amendment No. 1 to Participation Agreement (AIM Equity Funds)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account D

THIS AMENDMENT to the Participation Agreement between ML Life Insurance Company of New York (the “Company”) and AIM Equity Funds (the “Fund”) and AIM Distributors, Inc. (“Distributor”) effective October 11, 2002 (the “Agreement”), is dated as of the 1st day of January, 2006.

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

THIS AMENDMENT, effective as of the 1st day of May, 2007, by and among AilianceBernstein Investor Services, Inc. a Delaware company (the ‘“Transfer Agent”), AllianceBernstein Investments, Inc., a Delaware company, (the “Underwriter”) and ML Life Insurance Company of New York, a New York life insurance company (the “Company”);

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

THIS AGREEMENT, dated as of the 11th day of October, 2002, 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 (hereinafter referred to individually and collectively as the “Account”), and Franklin Templeton Distributors, Inc. (“Distributor”), a New York corporation, which serves as the principal Distributor for each of the investment companies listed in Exhibit B (each a “Fund” and together the “Funds”).

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

THIS AMENDMENT, dated as of the 1st day of March, 2005, by and among Alliance Global Investor Services, Inc. a Delaware company (the “Transfer Agent”), AllianceBernstein Investment Research and Management, Inc., a Delaware company, (the “Underwriter”) and ML Life Insurance Company of New York, a New York life insurance company (the “Company”);

Amendment No. 4 Participation Agreement (BlackRock)
Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account D

THIS AMENDMENT, effective as of the 1st day of May 2008, by and among FAM Distributors, Inc, BlackRock Distributors, Inc., a Delaware corporation (together with FAM Distributors, Inc., collectively, the “Underwriter”) and ML Life Insurance Company of New York, a New York life insurance company (the “Company);

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

THIS AGREEMENT, dated as of the 11th day of October 2002, 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 (hereinafter referred to individually and collectively as the “Account”), and Fidelity Distributors Corporation (the “Underwriter”), a Massachusetts corporation.

Novation to Participation Agreement (Allianz/PIMCO)
Novation of Participation Agreement • December 3rd, 2010 • Ml of New York Variable Annuity Separate Account D

THIS NOVATION OF PARTICIPATION AGREEMENT is entered into this 28th day of April 2006 among Allianz Global Investors of America L.P. (formerly Allianz Dresdner Asset Management of America L.P.) (“AGI”), a Delaware limited partnership; ML Life Insurance Company of New York, a New York life insurance company (the “Company”); Allianz Global Investors Distributors LLC (formerly PA Distributors LLC), a Delaware limited liability company (“AGID”); and Allianz Global Investors Fund Management LLC (“AGIFM”), a Delaware limited liability company.

INSTRUMENT OF ACCESSION AND AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT BETWEEN FAM DISTRIBUTORS, INC. AND ML LIFE INSURANCE COMPANY OF NEW YORK
Ml of New York Variable Annuity Separate Account D • December 3rd, 2010

THIS INSTRUMENT AND AMENDMENT, effective the 13th day of October, 2006, by and among BlackRock Distributors, Inc., a Delaware corporation, and ML Life Insurance Company of New York, a New York life insurance company (the “Company”);

Amendment No. 2 to Participation Agreement (Lord Abbett)
Ml of New York Variable Annuity Separate Account D • December 3rd, 2010

THIS AMENDMENT, dated as of October 8, 2009 by and among ML Life Insurance Company of New York (the “Company”), Lord Abbett Family of Funds (the “Fund”) and Lord Abbett Distributor LLC (the “Underwriter”).

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