**Exhibit 10.14****SELLING AGREEMENT**     This Agreement, effective as of the 28th day of December, 2007, is made by and among ML LifeInsurance Company of New York (“Insurer”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated(“Distributor”), selling products listed on the attached Appendix A (hereinafter referred tocollectively as “The Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated(“Broker/Dealer”) and its duly licensed insurance affiliate(s), Merrill Lynch Life Agency Inc., aWashington corporation, and the corporations listed together with their respective states ofincorporation on the signature pages hereof (hereinafter referred to collectively as “GeneralAgent”).     Where applicable, any reference in this Agreement to General Agent or the Company, whiledefined collectively, will be deemed to refer to the individual entity liable for the stated act.     The Company represents that it is the issuer of those products listed on Appendix A. TheCompany further represents that the products and approved contracts, applications, riders,endorsement etc. (“Forms”) listed on Appendix A are, (i) properly filed and/or approved for use byeach state insurance department where the product is available for sale and that the Forms complyin all material respects with applicable insurance and securities state laws, regulation noticesor bulletins; and (ii) where applicable, registered under the Securities Act of 1933 and theInvestment Company Act of 1940, that the registration statements and prospectuses comply in allmaterial respects with the applicable provisions of such acts, and do not contain any untruestatement of material fact nor omit to state a material fact required to be stated therein, ornecessary to make the statements therein not misleading.
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     Broker/Dealer and Distributor each represent that it is registered as a broker and dealerunder the Securities Exchange Act of 1934, as amended, and is a member in good standing of theFinancial Industry Regulatory Authority (“FINRA”).     General Agent represents that with respect to Securities and Exchange Commission-registeredcontracts sold under this Agreement, its producers shall be registered representatives ofBroker/Dealer acting in accordance with SEC No Action letter date May 21, 1975, is duly licensedand lawfully authorized to distribute any unregistered products, if available for sale under thisagreement.I. Appointment     Subject to all the terms of this Agreement, and to the applicable state insurance andsecurities laws regarding licensing insurance agents, General Agent is hereby appointed bythe Company to represent it and any subsidiary, agency or company designated by it inwriting, only in accordance with the terms of this Agreement, in the sale of annuity productsset forth in Appendix A, attached to and made a part of this Agreement and in any writtenamendment thereto, (hereinafter referred to as “Products” or “the Products”), in anyjurisdiction in which General Agent is validly licensed and in good standing and in whichthe Products may be legally sold and while any applicable registration under the SecuritiesAct of 1933, as amended, is in effect. General Agent hereby accepts such appointment. TheCompany and General Agent agree that this Agreement is not an exclusive Agreement and norights of exclusivity arise here from in favor of either party. Distributor has beenappointed as the principal underwriter of the registered products of Company.
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II. Authorization and Responsibilities     General Agent and Broker/Dealer is authorized to:     A. promote, market, solicit, sell and deliver the Products, receive, and forward initialpremiums thereon, and perform any other act specifically authorized by this Agreement or inwriting by the Company; and     B. designate its producers, subject to the approval of the Company, as General Agentdeems necessary to conduct the General Agency business under this Agreement. Any suchproducers that General Agent allows to sell the Products or to whom General Agent payscommissions under this Agreement shall also be licensed and appointed as required by law andsecurities registered as required by law.     C. General Agent shall notify the Company promptly upon notice of termination ofany Broker. General Agent shall provide, or shall forward to Producers such document requestby Company to provide, the Company with appropriate authorization to allow the Company toconduct such background and credit investigations of Producers as may reasonably be necessaryor appropriate under applicable law.III. Relationship     General Agent shall freely exercise its own judgment as to the time, place and means ofexercising authority under this Agreement. General Agent is an independent contractor and nothingin this Agreement shall create the relationship of employer and employee between the Company andGeneral Agent and its producers and employees. Nothing contained in this Agreement shall restrictGeneral Agent from acting as an agent or producer for other insurance companies.
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IV. General     The Company shall maintain an administrative office to which all policy applications,premiums and policy service requests shall be referred by General Agent. The Company shalldesignate dedicated service personnel to support General Agent’s business. The Company will acceptbusiness only from General Agent’s producers properly licensed and appointed to sell the Productsfor which applications are submitted by such producers. In the event that any of the Products arenot approved products of General Agent prior to General Agent’s execution of this Agreement, theymust be so approved prior to this Agreement’s effective date.     General Agent will obtain and transmit promptly to the Company all applications and premiumsfor the Products. All premiums shall be submitted to the Company by check payable to the Companyor by wire transfer directly to the Company’s designated account.     General Agent shall provide the Company with any necessary paperwork and license informationrequired by state insurance departments in order to appoint General Agent or designated producerswith the Company and the Company shall use best efforts to forward all appointment paperwork tostate insurance departments within two (2) business days of receipt of all necessary informationfrom General Agent.     Upon issuance of a contract, unless otherwise delivered to General Agent’s producer atGeneral Agent’s request, the Company shall promptly deliver such contract to its purchaser byfirst class mail to the purchaser’s last known address of record. For purposes of this provision,“promptly” shall be deemed to mean not later than five (5) business days.
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V. Unauthorized Acts     General Agent and Producers have no authority to, and General Agent shall ensure that it andany Producer shall not: (a) make any promise or incur any debt on behalf of the Company; (b) holdthemselves out as employees or affiliates of the Company unless true; (c) misrepresent, add, alter,waive, discharge, or omit any provision of the Products, the then-current prospectus for theregistered Products or the underlying funds, Company produced confirmations and statements or anyother Company materials; (d) give or offer to give, on the Company’s behalf, any advice or opinionregarding the taxation of any purchaser’s or prospective purchaser’s income or estate in connectionwith the sale or solicitation for sale of any Products.VI. Expenses     General Agent shall pay all expenses whatsoever connected with operating its insurancebusiness except that the Company shall pay those expenses which it expressly assumes under thisAgreement or otherwise in writing.VII. Compliance     A. The Company agrees that during the continuance of this Agreement it will take all actionwhich is required for it to comply and for all Products marketed hereunder to comply, and tocontinue to comply with all applicable federal and state laws and regulations, and the rules andregulations of all appropriate self-regulatory organizations. The Company represents that allProducts marketed hereunder as well as any prospectus for any Products marketed hereunder and alladvertising or sales promotional material provided by the Company hereunder have been
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reviewed and approved, as applicable, by the Company’s legal and/or compliance personnel, includingthe Distributor’s FINRA Registered Principal.     All parties to this Agreement each represent that during the continuation of the Agreementthey will take all action which is required for them to comply with state and federal laws andregulation, and the rules and regulations of all self-regulatory organizations with respect to thesale of annuities, including variable annuities.     B. The Company shall appoint, prior to any solicitation of the Products, all producersmutually agreed to by the parties. Such appointments shall be in any and all states where GeneralAgent indicates a designated producer will be doing insurance business under this Agreement andshall be at the expense of the Company. Throughout the term of this Agreement, each of GeneralAgent’s District Annuity Specialists and any other of General Agent’s insurance specialists shallbe appointed at the Company’s expense in all states where such District Annuity Specialist orinsurance specialist holds an insurance license and in all states included in their respectiveterritories as designated by General Agent. The Company shall use its best efforts to appointproducers based upon electronic transmissions of licensing information from General Agent. TheCompany shall provide General Agent with an electronic file to the designated General Agent datacenter, updating the appointment status of General Agent’s designated producers on a weekly basisor as otherwise requested by General Agent. Except as otherwise specified herein, regardless ofindividual production, Company shall renew at the Company’s expense all appointments of GeneralAgent’s life insurance specialists (currently District Annuity Specialists and their assistants).Further, regardless of individual production, the Company shall also renew at the Company’s expensefor not less than twenty-four (24) months from their original appointment date all appointments ofGeneral Agent’s other producers.
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Thereafter, the Company shall continue to renew at its expense all appointments of General Agent’sother producers who have made a sale under this Agreement within the year prior to any renewaldate. Company shall not terminate or fail to renew any designated producer’s appointment fornon-production without thirty (30) days prior written notice to General Agent. If Company does notrenew any designated producer’s appointment for non-production, Company shall notify said producerdirectly and indicate said non-renewal on its daily electronic appointment file provided toGeneral Agent.     C. The parties understand and agree that General Agent is party to an agreement with theNational Insurance Producer Registry (“NIPR”). As a result of this agreement between General Agentand NIPR, General Agent does not retain actual hard license copies for its individual producers.VIII. Notice and Required Regulatory Reports     A. The Company will give General Agent notice in advance of any changes made with regard tothe Products marketed under this Agreement. If the decision to make changes with regard to suchProducts is not in response to legal or regulatory mandate, thirty (30) days prior written noticeto General Agent is required.     B. Each party shall notify the others within ten (10) days of its obtaining knowledge of anyactual or impending material adverse change in its Company’s financial condition, the financialcondition of any subsidiary, parent company or reinsurer, or if any published rating of the party,any subsidiary, parent or reinsurer has been or is to be lowered. Each party shall also notify theothers within ten (10) days of its obtaining knowledge of any actual or impending
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material adverse change in the financial condition of any reinsurer if such change has or couldhave a material effect on the financial condition of the party or its affiliates.     C. (1) Within twenty (20) days after the Company has sent or delivered the following reportsto the pertinent regulatory agency, the Company agrees to send or furnish General Agent a copy ofeach such report actually filed. If the Company fails to provide such copies, the General Agentshall give notice thereof and allow twenty (20) days from date of notice to provide the requesteddocuments.The reports are: (a) The Annual Statement of the Company filed withthe Company’s stateof domicile.  (b) The Quarterly Convention Statement of theCompany filed with theCompany’s state of domicile.          (2) If the Company is part of an insurance holding company system under the laws of its stateof domicile and subject to said laws, the Company agrees to send within twenty (20) days ofdelivery to the pertinent regulatory agency, copies of the following: (a) Any amendments to the Company’s Registration Statement.  (b) The Company’s Annual Report describingtransactions during the prioryear with entities within the holding company system.  (c) Any requests for approval filed by the Companywith said regulatoryagency with respect to any proposed transaction(s) between the Company and any entity within the holding company system.
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 (d) If applicable, the 10K report of the Company’s parent filed with the United States Securities and Exchange Commission (“SEC”).  (e) If applicable, the 10-Q report of the Company’sparent filed with theSEC.     D. Each party will notify the other of any regulatory or administrative investigation orinquiry, claim, judicial proceeding or customer complaint which may affect Products marketed orservices rendered under this Agreement within ten (10) days of knowledge of such, excluding,however, claims for benefits under a policy or application or contests regarding the validity,enforceability, or construction of any policy or application issued by the Company.          (1) Within ten (10) days after receipt by either party of notice of any such customer complaint, investigation or proceeding involving General Agent or any of itsProducers, the party in receipt thereof will notify the other party by forwarding a copy ofall documents received in connection with the matter and will communicate to the other party additional information it deems necessary to furnish the other party a complete understandingof the same.          (2) In the case of a customer complaint with respect to General Agent, anydesignated producer or any company or person affiliated with General Agent or any designatedproducer, the parties shall not take any final action with respect to such complaint withoutprior consultation with the other party involved. This Subparagraph D (2) shall survive terminationof this Agreement.          (3) For the purposes of this Agreement, the term “customer complaint” shallmean a written communication either directly from a purchaser or a purchaser’s representativeor indirectly from a regulatory agency to which a purchaser or a purchaser’s representative has
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written expressing a grievance. Further, for purpose of this Agreement, any oral complaintsalleging misrepresentation of information or improper sales practices shall be treated as awritten complaint.     Each party agrees to cooperate fully with the other in any regulatory investigation,administrative or judicial proceeding or customer complaint regarding products marketed or servicesrendered under this Agreement. This Subparagraph D(4) shall survive termination of this Agreement.     Each party shall bear its own cost and expenses in complying with any regulatoryinvestigation, administrative or judicial proceeding, customer complaint, or regulatory orself-regulatory requests, subject to any right of indemnification that may be available pursuantto Section XXIII of this Agreement.     E. Distributor agrees that it shall act as Broker/Dealer’s agent in providing customerconfirmations pursuant to Rule 10b-10 under the Securities Exchange Act of 1934, as amended the(“1934 Act”) and shall confirm or cause to be confirmed to customers of Broker/Dealer all contracttransactions, as and to the extent legally required. Distributor either directly or through theservices of the Company shall maintain as agent for Broker/Dealer in compliance with Rules 17a-3and 17a-4 under the 1934 Act all books and records concerning such customer confirmations.     F. If applicable, Company shall confirm to General Agent either electronically or in writingany change in interest rates for new contracts, additional premiums or renewals as soon as Companybecomes aware or receives notice of any such change. At all times Company shall
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provide General Agent with access to current interest rates for Products marketed under thisAgreement.     G. All communications under this Agreement shall be in writing and shall be mailed bycertified mail, postage prepaid, sent by recognized overnight courier service, or transmitted byfacsimile, with receipt confirmed by the transmitter via telephone within twenty-four (24) hours oftransmission, provided a duplicate copy thereof is mailed by certified mail or sent by courierservice, as indicated above;            (1) if to General Agent, to:                 Merrill Lynch Life Agency Inc.        1700 Merrill Lynch Drive, 3rd Floor        Pennington, New Jersey 08534        Attention: Lori Caracappa                 with a copy to:                 Merrill Lynch Insurance Group, Inc.        1700 Merrill Lynch Drive, 3rd Floor        Pennington, New Jersey 08534        Attention: Barry Skolnick, Senior V.P. & General Counsel              (2) if to the Company, to:                 ML Life Insurance Company of New York        4333 Edgewood Road NE        Cedar Rapids, IA 52499        Attention: President and Division General Counsel       Notice will be deemed to have been effected once the certified mail or courier package hasbeen delivered or once receipt of the facsimile has been confirmed in accordance with instructions,above.     Either party may change the address indicated herein by written notice to the other.
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     H. For the purposes of this Agreement, the term “days” shall refer to calendar daysunless otherwise specifically indicated.IX. Litigation     Each party shall use its best efforts to give reasonable notice of any legal proceedingsagainst a third party regarding or affecting Products marketed or services rendered under thisAgreement except in the case of any legal proceeding instituted against a customer of GeneralAgent, Company agrees to provide ten (10) days prior notice.X. Limitation     A. To the extent permitted by law, the Company has the right to reject any applications orpremiums received by it and to return or refund to an applicant such applicant’s premium. In theevent that the Company rejects an application, it will return any premium paid by the applicant tosuch applicant and will promptly notify General Agent and producer of such action. In the eventthat a purchaser exercises his or her “free look” right under a Product, any amount to be refundedwill be so refunded to the purchaser by the Company.     B. Subject to Section VII(A) hereof, the Company may limit the amount and type ofcontract it shall distribute or issue and the amount of premium or deposit it shall accept.XI. Territory, Withdrawal of Business and Policy Forms     The Company, upon thirty (30) days prior written notice to General Agent, may stop doingbusiness in any state or territory or withdraw any Products from sale by General Agent. Theforegoing notwithstanding and in the sole discretion of the Company, the Company may
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immediately suspend the sale of any Products and may immediately cease doing business in any stateupon notice to General Agent when such suspension or such cessation of business is in response toregulatory authority. The Company may additionally resume the use of Products at any time uponthirty (30) days prior written notice to General Agent, or such lesser period of time as agreed toby General Agent. In such event, the Company shall specifically advise General Agent of anymodifications or changes to the resumed Products and provide General Agent with complete copies ofany changed forms at the time notice is given to resume sales of the Products.XII. Compensation     A. The Company will pay General Agent compensation hereunder as provided in the CommissionSchedule attached to and made a part of this Agreement for sale during the term of this Agreement.Compensation will be paid on premiums received by the Company for issued Products which areproduced in accordance with this Agreement and are accepted by the proposed owners, and are notrefunded during any “free look” period required by law or permitted under a Product. The Insureris solely responsible for the payment of all commissions under this Agreement. Distributor’sliability, if any, for commissions is limited solely to proceeds of commissions received fromInsurer.     The Company may alter or amend the Commission Schedule for all Products upon thirty (30) daysprior written notice to General Agent and the issuance of a new Commission Schedule. Changes oramendments to the rate of compensation payable on premiums or on asset-based compensation becomeeffective for Products issued on or after the effective date of such changes unless otherwiseagreed to in writing by General Agent and the Company. Changes or
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amendments to the rate of compensation payable on premiums or asset-based compensation will notapply to Products issued prior to the effective date of such change, unless otherwise agreed inwriting by General Agent and the Company. Changes or amendments to the Commission Schedule that donot relate to rate of compensation may be applied to Products issued prior to the effective dateof the change.     Initial and trail commissions are payable to General Agent when earned under the applicableCommission Schedule. The terms of said Commission Schedule notwithstanding, all commissions orother compensation payable based on the production of designated producers hereunder shall be paidand reported only to General Agent.     B. The Company will send electronically a Statement of Account referencing allcompensation payable hereunder for the preceding week to General Agent on a daily basis. Any and all compensation payable hereunder will be paid only to General Agent, on an automatedbasis, each day.     C. With respect to commissions or compensation owed by the Company or any affiliate to the General Agent, the Company shall have the right to set off against such amounts any chargebacks payable by the General Agent under this Agreement, to the extent permitted by applicable law.     D. Producers shall have no interest in this Agreement or right to any commissions to be paid by the Company to General Agent. General Agent shall be solely responsible for the payment of any commission or consideration of any kind to producers.     E. General Agent shall be solely responsible under applicable tax laws for reportingof compensation paid to producers and for any withholding of taxes from compensation paid to producers, including, without limitation, FICA, FUTA, and federal, state and local income taxes.
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     F. This Section XII shall survive termination of this Agreement.XIII. Books, Records     A. Each party hereto shall have the right, during normal business hours and upon ten(10) days prior written notice, to audit and inspect the books and records of the other partyrelating solely to the business contemplated by this Agreement. Such books and records will becomplete and available for review at each party’s business offices in a good and legiblecondition for a period of three (3) full calendar years after the year of termination of this Agreement,or longer if required by applicable federal or state law or regulation, during which time thisaudit right shall continue.     B. The Company shall furnish General Agent with all necessary forms required byapplicable SEC and state insurance regulations, such as replacement analysis forms, disclosurematerial etc. required for use in connection with the sale of the Products.     C. The Company shall furnish General Agent with in-force current customer dataand contract information through electronic means in a manner and format as specified in Appendix B.     D. Any unused contracts, forms, applications and other supplies furnished by theCompany to General Agent shall always remain the property of the Company and shall beaccounted for and returned to the Company or destroyed by General Agent on demand.     E. The Company will provide General Agent, on at least a quarterly basis, with thefollowing statistical information: dollar amount of business generated; number and accumulatedvalue of contracts in force and number and dollar amount of surrenders to date.
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XIV. Product Names     A. The Company hereby represents and warrants that the Company, together with itsaffiliates, has exclusive right, title and interest in all Products’ names.     B. The Company shall indemnify and defend General Agent from and against anyand all claims (including the costs of reasonable attorneys’ fees, investigation and defenseof such claims) relating to General Agent’s use hereunder of any Products’ names.