WHEREAS, MLLICNY shall have the Plan of Operations for the Accounts approved by the New YorkSuperintendent of Insurance;     WHEREAS, TCI may not assign or delegate its responsibilities without prior written consent ofthe MLLICNY Board and approval by the New York Superintendent of Insurance;     WHEREAS, TCI is and will continue to be registered as a broker-dealer with the SEC under theSecurities Exchange Act of 1934 (the “1934 Act”), and a member of the Financial IndustriesRegulatory Authority (the “FINRA”) prior to the offer and sale of the Contracts; and     WHEREAS, MLLICNY proposes to have the Contracts sold and distributed through TCI, and TCI iswilling to sell and distribute such Contracts under the terms stated herein;     NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:     1. Appointment as Distributor/Principal Underwriter. MLLICNY grants to TCI theexclusive right to be, and TCI agrees to serve as, distributor and principal underwriter of theContracts during the term of this Agreement. TCI agrees to use its best efforts to solicitapplications for the Contracts and otherwise perform all duties and functions which are necessaryand proper for the distribution of the Contracts.     With respect to any underwriting functions and services that are performed for or provided toMLLICNY by TCI pursuant to this Agreement, it is understood that (i) TCI shall perform suchservices in accordance with underwriting guidelines and procedures
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established by MLLICNY from time to time and communicated in writing to TCI by MLLICNY; (ii) andMLLICNY shall retain all final underwriting authority.     2. Prospectus. TCI agrees to offer the Contracts for sale in accordance with theregistration statements and prospectus therefore then in effect. TCI is not authorized to give anyinformation or to make any representations concerning the Contracts other than those contained inthe current prospectus therefore filed with the SEC or in such sales literature as may beauthorized by MLLICNY.     3. Considerations. All premiums, purchase payments or other moneys payable under theContracts shall be remitted promptly in full together with such application, forms and any otherrequired documentation to MLLICNY or its designated servicing agent and shall become the exclusiveproperty of MLLICNY. Checks or money orders in payment under the Contracts shall be drawn to theorder of “ML Life Insurance Company of New York” and funds may be remitted by wire if prior writtenapproval is obtained from MLLICNY. MLLICNY shall collect premiums or establish a lock-box bankarrangement in its name for the deposit of amounts collected from policyholders (including paymentsof principal or interest on contract loans) from any collection facility, including intermediariesand other persons or institutions that receive remittances with respect to MLLICNY’s business. Ifa lock-box arrangement is used, MLLICNY’s employees will direct the disbursement of funds.     4. Copies of Information. MLLICNY shall furnish TCI with copies of all prospectuses,financial statements and other documents which TCI reasonably requests for use in connection withthe distribution of the Contracts.
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     5. Representations. TCI represents that it is (a) duly registered as a broker-dealerunder the 1934 Act, (b) a member in good standing of FINRA and (c) to the extent necessary to offerthe Contracts, duly registered or otherwise qualified under the securities laws of any state orother jurisdiction. TCI shall be responsible for carrying out its sales and underwritingobligations hereunder in continued compliance with FINRA Rules and federal and state securities andinsurance laws and regulations.     6. Other Broker-Dealer Agreements. TCI is herebyauthorized to enter into written sales agreements with other independent broker-dealers for thesale of the Contracts. All such sales agreements entered into by TCI shall provide that eachindependent broker-dealer will assume full responsibility for continued compliance by itself and byits associated persons with FINRA Rules and applicable federal and state securities and insurancelaws and shall be in such form and contain such other provisions as MLLICNY may from time to timerequire. All associated persons of such independent broker-dealers soliciting applications for theContracts shall be duly and appropriately registered by FINRA and licensed and appointed by MLLICNYfor the sale of Contracts under the insurance laws of the applicable states or jurisdictions inwhich such Contracts may be lawfully sold. All applications for Contracts solicited by suchbroker-dealers through their representatives, together with any other required documentation andpremiums, purchase payments and other moneys, shall be handled as set forth in paragraph 3 above.     7. Insurance Licensing and Appointments. MLLICNY shall apply for the proper insurancelicenses and appointments in appropriate states or jurisdictions for the designated personsassociated with TCI or with other independent broker-dealers that
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have entered into sales agreements with TCI for the sale of Contracts, provided that MLLICNYreserves the right to refuse to appoint any proposed registered representative as an agent orbroker, and to terminate an agent or broker once appointed.     8. Recordkeeping. MLLICNY and TCI shall cause to be maintained and preserved for theperiods prescribed such accounts, books, and other documents as are required of them by the 1940Act, and 1934 Act, and any other applicable laws and regulations. The books, accounts and recordsof MLLICNY, of the Account(s), and of TCI as to all transactions hereunder shall be maintained soas to disclose clearly and accurately the nature and details of the transactions. All recordsshall be maintained in accordance with New York Insurance Department Regulation No. 152 (11 NYCRR243). MLLICNY (or such other entity engaged by MLLICNY for this purpose), on behalf of and asagent for TCI, shall maintain TCI’s books and records pertaining to the sale of Contracts to theextent as mutually agreed upon from time to time by MLLICNY and TCI; provided that such books andrecords shall be the property of TCI, and shall at all times be subject to reasonable periodic,special or other audit or examination by the SEC, FINRA, any state insurance commissioner and/orall other regulatory bodies having jurisdiction. MLLICNY shall be responsible for sending onbehalf of and as agent for TCI all required confirmations on customer transactions in compliancewith applicable regulations, as modified by an exemption or other relief obtained by MLLICNY. TCIshall cause MLLICNY to be furnished with such reports as MLLICNY may reasonably request for thepurpose of meeting its reporting and recordkeeping requirements under the insurance laws of theState of New York and any other applicable states or jurisdictions. MLLICNY agrees that itsrecords relating to the sale
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of Contracts shall be subject to such reasonable periodic, special or other audit orexamination by the SEC, FINRA, and any state insurance commissioner and/or all other regulatorybodies having jurisdiction.     All records, books, and files established and maintained by TCI by reason of its performanceof services under this Agreement, which absent this Agreement would have been held by MLLICNY,shall be deemed the property of MLLICNY and shall be maintained in accordance with applicable lawand regulation, including, but not limited to, Regulation No.152. Such records should be available,during normal business hours, for inspection by the service recipient, anyone authorized by theservice recipient, and any governmental agency that has regulatory authority over the servicerecipient’s business activities. Copies of such records, books and files shall be delivered toMLLICNY on demand. All such records, books and files shall be promptly transferred to MLLICNY byTCI upon termination of this Agreement.     9. Safeguarding Customer Information. TCI shall implement and maintain appropriatemeasures designed to meet the objectives of Department Regulation No. 173, with respect tosafeguarding MLLICNY’s customer information and customer information systems. TCI shall adjust itsinformation security program at the request of MLLICNY for any relevant changes dictated byMLLICNY’s assessment of risk around its customer information and customer information systems.Confirming evidence that TCI has satisfied its obligations under this agreement shall be madeavailable, during normal business hours, for inspection by MLLICNY, anyone authorized by MLLICNY,and any governmental agency that has regulatory authority over MLLICNY’s business activities.
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     10. Commissions. MLLICNY shall have the responsibility for paying on behalf of TCI(a) any compensation to other independent broker-dealers and their associated persons due under theterms of any sales agreements entered into pursuant to paragraph 6 above, between TCI and suchbroker-dealers as agreed to by MLLICNY and (b) all commissions or other fees to associated personsof TCI which are due for the sale of the Contracts in the amounts and on such terms and conditionsas MLLICNY and TCI determine. Notwithstanding the preceding sentence, no broker-dealer, associatedperson or other individual or entity shall have an interest in any deductions or other fees payableto TCI as set forth herein.     11. Expense Reimbursement. MLLICNY shall reimburse TCI for all costs and expensesincurred by TCI in furnishing the services, materials, and supplies required by the terms of thisAgreement. The expense to be paid by MLLICNY for the services under this agreement must be actualcost incurred by TCI to provide such services so that neither party shall receive a profit norsuffer a loss. Expenses will be classified and allocated in accordance with New York StateInsurance Department Regulation No. 33. TCI shall submit within 30 days prior to the end of eachquarter a statement of the estimated amount of the apportioned expenses, if any, for such quarterand MLLICNY shall remit payment within 15 days following receipt of such statement. Within 60 daysafter the end of each fiscal year, TCI shall submit a statement of actual apportioned expenses, ifany, for such fiscal year. The difference between the amount of estimated and actual expenses, ifany, shall be paid to either party, as the case may be, within 15
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days of the receipt of the statement of actual apportioned expenses. Records of such expensesshall be subject to audit at all times by MLLICNY and its Regulators.     12. Indemnification. MLLICNY agrees to indemnify TCI for any losses incurred as aresult of any action taken or omitted by TCI, or any of its officers, agents or employees, inperforming their responsibilities under this Agreement in good faith and without willfulmisfeasance, gross negligence, or reckless disregard of such obligations.     13. Regulatory Investigations. TCI and MLLICNY agree to cooperate fully in anyinsurance or judicial regulatory investigation or proceeding arising in connection with Contractsdistributed under this Agreement. TCI and MLLICNY further agree to cooperate fully in anysecurities regulatory inspection, inquiry, investigation or proceeding or any judicial proceedingwith respect to MLLICNY, TCI, their affiliates and their representatives to the extent that suchinspection, inquiry, investigation or proceeding or judicial proceeding is in connection withContracts distributed under this Agreement. Without limiting the foregoing:     (a) TCI will be notified promptly of any customer complaint or notice of any regulatoryinspection, inquiry investigation or proceeding or judicial proceeding received by MLLICNY withrespect to TCI or any representative or which may affect MLLICNY’s issuance of any Contractsmarketed under this Agreement; and     (b) TCI will promptly notify MLLICNY of any customer complaint or notice of any regulatoryinspection, inquiry, investigation or judicial proceeding received by TCI or any representativewith respect to MLLICNY or its affiliates in connection with any Contracts distributed under thisAgreement.
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     In the case of a customer complaint, TCI and MLLICNY will cooperate in investigating suchcomplaint and shall arrive at a mutually satisfactory response.     14. Termination.     (a) This Agreement may be terminated by either party hereto upon 60 days’ prior written noticeto the other party.     (b) This Agreement may be terminated upon written notice of one party to the other partyhereto in the event of bankruptcy or insolvency of such party to which notice is given.     (c) This Agreement may be terminated at any time upon the mutual written consent of theparties hereto.     (d) TCI shall not assign or delegate its responsibilities under this Agreement without thewritten consent of MLLICNY.     (e) Upon termination of this Agreement, all authorizations, rights and obligations shall ceaseexcept the obligations to settle accounts hereunder, including payments or premiums orcontributions subsequently received for Contracts in effect at the time of termination or issuedpursuant to applications received by MLLICNY prior to termination.     (f) Upon termination, TCI shall promptly deliver to MLLICNY all books and records that are, orare deemed by this Agreement, the property of MLLICNY.     (g) If any software that is used in the performance of the services under this agreement isnot readily available from a third party vendor, MLLICNY shall be granted perpetual right to usesuch software.
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     15. Regulatory Impact. This Agreement shall be subject to, among other laws, theprovisions of the 1940 Act and the 1934 Act and the rules, regulations, and rulings thereunder andof FINRA, from time to time in effect, including such exemptions from the 1940 Act as the SEC maygrant, and the terms hereof shall be interpreted and construed in accordance therewith.     TCI shall submit to all regulatory and administrative bodies having jurisdiction over theoperations of the Account(s), present or future; and will provide any information, reports or othermaterial which any such body by reason of this Agreement may request or require pursuant toapplicable laws or regulations.     16. Severability. If any provision of this Agreement shall be held or made invalid bya court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affectedthereby.     17. Choice of Law. This Agreement shall be construed, enforced and governed by thelaws of the State of New York.     18. No Assignment. Neither party may assign its interest in this Agreement withoutthe prior written consent of the other party, which consent shall not be unreasonably withheld ordelayed. The New York State Insurance Department shall also be required to approve any assignment.     19. Disputes. Any dispute between TCI and MLLICNY shall be submitted to a board ofarbitration comprised of no less than three unaffiliated arbitrators having experience andfamiliarity with variable insurance products and such arbitration shall be administered by theAmerican Arbitration Association in accordance with its Commercial Arbitration Rules. Arbitrationis the sole remedy for disputes arising underthis
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agreement. Arbitration should be held New York. Expenses of such arbitration shall beborne by TCI and MLLICNY equally.     20. All advertising, sales and marketing material utilized on behalf of MLLICNY by TCI shallbe subject to the prior approval of MLLICNY. MLLICNY shall maintain files of all such material inaccordance with the New York State Insurance Department Regulation No. 34A.     21. TCI shall provide underwriting services to MLLICNY under this agreement in accordance withthe underwriting guidelines and procedures provided to TCI by MLLICNY, and MLLICNY shall retain allfinal underwriting authority.     22. This Agreement constitutes the entire agreement between the parties; and no otheragreement, statement or promise not contained in this Agreement shall be valid or binding.     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by theirrespective duly authorized officials as of the day and year first above written.     TRANSAMERICA CAPITAL, INC.       By:           Robert R. Frederick       Title: President and Chief Operations Officer       ML LIFE INSURANCE COMPANY OF NEW YORK       By:           Darin D. Smith       Title: Vice President  
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**EXHIBIT A — VARIABLE LIFE PRODUCTS**ML of New York Variable Life Separate AccountML of New York Variable Life Separate Account II
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**EXHIBIT B- VARIABLE ANNUITY PRODUCTS**ML of New York Variable Annuity Separate AccountML of New York Variable Annuity Separate Account AML of New York Variable Annuity Separate Account BML of New York Variable Annuity Separate Account CML of New York Variable Annuity Separate Account D
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**EXHIBIT C — MODIFIED GUARANTEED ANNUITY PRODUCTS**Asset I
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