MASTER DISTRIBUTION AGREEMENT

Exhibit 10.2

MASTER DISTRIBUTION AGREEMENT

among

MERRILL LYNCH & CO., INC.,

MERRILL LYNCH INSURANCE GROUP, INC.

and

AEGON USA, INC.

as of

[                      ] , 2007

TABLE OF CONTENTS                      

		Page
ARTICLE I.
PURPOSES
Section 1.1. Purposes of this Agreement			2
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties of the Seller Parent and the Seller			2
Section 2.2. Representations and Warranties of the Buyer			3
ARTICLE III.
PRODUCT AND SALES COMMITTEE
Section 3.1. Establishment of a Product and Sales Committee			4
Section 3.2. Business Plans			4
Section 3.3. Meetings of the Product and Sales Committee			5
Section 3.4. Term of the Product and Sales Committee			5
ARTICLE IV.
DISTRIBUTION SUPPORT FOR INVESTOR CHOICE AND NEW PRODUCTS
Section 4.1. Investor Choice Distribution Support Services			5
Section 4.2. New Product Distribution Support Services			7
Section 4.3. Buyer Insurer Wholesalers Force			7
ARTICLE V.
DISTRIBUTION AGREEMENTS, COMMISSIONS AND PROCEDURES
Section 5.1. Distribution Agreements			7
Section 5.2. Commissions — Legacy Products			8
Section 5.3. Commissions — Investor Choice Annuity			8
Section 5.4. Policy Replacements			9
Section 5.5. New Product Development Proposals			9
Section 5.6. Level Playing Field			12

		Page
ARTICLE VI.
FUNDS
Section 6.1. Investment Management Services			12
Section 6.2. Investment Management Committee			12
Section 6.3. Fund Choices			13
ARTICLE VII.
ACCESS; BRANDING; CONFIDENTIAL INFORMATION; MATERIALS
Section 7.1. Access			14
Section 7.2. Branding; Use of Names			15
Section 7.3. Confidential Information			15
Section 7.4. Marketing, Training and Other Materials			17
Section 7.5. Publicity			18
ARTICLE VIII.
CERTAIN PRACTICES AND PROCEDURES
Section 8.1. Cooperation			18
Section 8.2. Maintenance of Certain Practices and Procedures			19
ARTICLE IX.
TERM OF THE AGREEMENT; CERTAIN CONDITIONS; ACQUISITIONS; NO OTHER OBLIGATIONS
Section 9.1. Term			19
Section 9.2. Survival			19
Section 9.3. Certain Conditions			19
Section 9.4. Notice and Cure Opportunity			21
Section 9.5. Acquisitions			21
Section 9.6. No Other Obligations			22
ARTICLE X.
INDEMNIFICATION
Section 10.1. Indemnification by the Seller			22
Section 10.2. Indemnification by the Buyer			23
Section 10.3. Calculation of Losses			23
Section 10.4. Indemnification Notice Procedures			24
Section 10.5. Indemnification Procedures for Claims by an Indemnified Party			25
Section 10.6. Indemnification Procedures for Third Party Claims			26
Section 10.7. General			27

		Page
ARTICLE XI.
DEFINITIONS
Section 11.1. Defined Terms			27
ARTICLE XII.
MISCELLANEOUS
Section 12.1. Further Actions			33
Section 12.2. Expenses			33
Section 12.3. Notices			33
Section 12.4. Entire Agreement			35
Section 12.5. No Third Party Beneficiaries			35
Section 12.6. Assignability			35
Section 12.7. Amendment and Modification; Waiver			35
Section 12.8. Severability			36
Section 12.9. Section Headings			36
Section 12.10. Interpretation			36
Section 12.11. Counterparts			36
Section 12.12. Facsimile			37
Section 12.13. Enforcement			37
Section 12.14. Governing Law			38
Section 12.15. Fiduciary and Legal Obligations			38
Exhibit 1.1 Legacy Products

MASTER DISTRIBUTION AGREEMENT

     THIS MASTER DISTRIBUTION AGREEMENT (this “ Agreement ”), dated as of [       ] , 2007, is among Merrill Lynch Insurance Group, Inc., a Delaware corporation (the “ Seller ”), Merrill Lynch & Co., Inc., a Delaware corporation (the “ Seller Parent ”) and AEGON USA, Inc., an Iowa corporation (the “ Buyer ”).

     WHEREAS, the Buyer, through certain of its life insurance Affiliates, provides life insurance and annuity products;

     WHEREAS, the Seller Parent, through certain Seller Affiliates, has an extensive proprietary distribution network (the “ Merrill Lynch Global Private Client Network ”) that distributes, on behalf of both affiliated and unaffiliated insurance companies, life insurance and annuity products;

     WHEREAS, the Seller, the Seller Parent and the Buyer have entered into a Purchase Agreement, dated as of [       ] , 2007 (the “ Purchase Agreement ”), pursuant to which the Buyer will acquire (the “ Acquisition ”), on the terms and subject to the conditions set forth therein, ( i ) all of the outstanding shares of capital stock of Merrill Lynch Life Insurance Company, an Arkansas domiciled stock life insurance company (“ MLLIC ”), and ML Life Insurance Company of New York, a New York domiciled stock life insurance company (“ MLLICNY ”) (each sometimes referred to herein as a “ Company ” and collectively as the “ Companies ”) and ( ii ) certain assets and liabilities relating to the Companies but not held by the Companies (capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Purchase Agreement);

     WHEREAS, the Companies are wholly-owned subsidiaries of the Seller Parent that manufacture annuity products and maintain closed blocks of life insurance and annuity products;

     WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, the parties hereto desire to enter into the distribution relationship set forth in this Agreement; and

     WHEREAS, the execution and delivery of this Agreement is a condition to the closing of the transactions contemplated by the Purchase Agreement (the “ Closing ”).

     NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises herein contained, the parties do hereby agree as follows:

ARTICLE I.

PURPOSES

Section 1.1. Purposes of this Agreement . This Agreement will govern the distribution arrangements between the Buyer, the Buyer Insurers, and their Affiliates on the one hand and the Seller and the Seller Affiliates on the other with respect to ( i ) the life insurance and annuity products of the Companies sold through the Merrill Lynch Global Private Client Network in the United States prior to the Acquisition, excluding the Merrill Lynch Investor Choice Annuity (“ Legacy Products ”) as set forth on Exhibit 1.1; ( ii ) the Merrill Lynch Investor Choice Annuity, including any amendment or enhancement thereto during the Term (the “ Investor Choice Annuity ”, and together with the Legacy Products, “ Products ”) and ( iii ) new life insurance or annuity products and product features, including insurance products providing income guarantees to be used with mutual funds and similar investment products held outside an insurance company (“ Income Guarantee Products ”) and any amendment or enhancement or successor product to the Merrill Lynch Consults Annuity, that may be jointly developed by the Seller and the Buyer Insurers for distribution either ( A ) in the general marketplace either domestically, internationally, or both, or ( B ) through the Merrill Lynch Global Private Client Network (“ New Products ”). Without limiting the specific provisions of this Agreement, the purpose of this Agreement is to establish, govern and foster a cooperative and mutually supportive relationship between the parties and their respective Affiliates to promote the distribution of the Investor Choice Annuity and New Products through the Merrill Lynch Global Private Client Network by, among other things, affording to the Buyer Insurers the level of support by the Seller and its Affiliates and the access to the District Annuity Specialists (“ DAS ”) and the Sales Force that is consistent with that afforded to the Companies prior to the Acquisition, as is set forth more fully herein.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES

Section 2.1. Representations and Warranties of the Seller Parent and the Seller . The Seller Parent and the Seller, jointly and severally, hereby represent and warrant to the Buyer as set forth below.

     (a) Each of the Seller Parent and the Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the Seller Parent’s and the Seller’s obligations hereunder, and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all requisite corporate action of each of the Seller Parent and the Seller. Each of the Seller Parent and the Seller has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Seller Parent and the Seller enforceable against the

Seller Parent and the Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally or by general principles of equity (whether such enforcement is sought in equity or at law).

     (b) Assuming compliance with the matters set forth in Section 2.5 of the Purchase Agreement, the execution, delivery and performance by the Seller Parent and the Seller of this Agreement and the performance and consummation of the transactions contemplated hereby do not ( i ) conflict with or result in any violation or breach of any provision of the Organizational Documents of the Seller Parent or the Seller, ( ii ) conflict with or result in a violation or breach of any provision of any Law applicable to the Seller Parent and/or the Seller or ( iii ) require any consent of or other action by any Person under, violate, conflict with or result in the breach of any of the terms of, result in any modification of or loss of a benefit under, accelerate or permit the acceleration of the performance required by, otherwise give any other contracting party the right to modify, re-price, terminate or cancel, or constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under any provision of any material contract, agreement, permit, obligation, license or other instrument or any Applicable Contract to which the Seller Parent and/or the Seller is a party except, in the case of clauses (ii) and (iii), for such violations, conflicts, breaches or defaults ( x ) that may result from facts or circumstances solely relating to the Buyer or its Affiliates, or ( y ) which would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The distribution of any Products distributed by a Seller Distributor on the date hereof does not violate, breach, or constitute a default under any contract to which the Seller Parent, the Seller or any Seller Distributor is a party or by which any of them or any of their respective assets is bound.

     (c) None of the arrangements by which any Seller Distributor distributes any Products in force on the date of this Agreement violated, or violates, in any material respect any of the Seller Standards and Practices in effect on such date.

Section 2.2. Representations and Warranties of the Buyer . The Buyer hereby represents and warrants to the Seller Parent and the Seller as set forth below.

          (a) The Buyer has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the Buyer’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Buyer. The Buyer has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally

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or by general principles of equity (whether such enforcement is sought in equity or at law).

          (b) The execution, delivery and performance by the Buyer of this Agreement and the consummation of the transactions contemplated hereby do not and will not ( i ) conflict with or result in any violation or breach of any provision of the Organizational Documents of the Buyer, ( ii ) conflict with or result in a violation or breach of any provision of any Law applicable to the Buyer, or ( iii ) require any consent of or other action by any Person under, or constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, any provision of any material agreement or other instrument to which the Buyer is a party, except in the case of clauses (ii) and (iii), for such violations, conflicts, breaches or defaults ( x ) that may result from facts or circumstances solely relating to the Seller Parent or the Seller Affiliates, or ( y ) which would not reasonably be expected, individually or in the aggregate, to have a Buyer Material Adverse Effect.

ARTICLE III.

PRODUCT AND SALES COMMITTEE

Section 3.1. Establishment of a Product and Sales Committee . Promptly following the execution of this Agreement, the parties will establish a committee (the “ Product and Sales Committee ”) to consist of senior product and distribution personnel (with decision making authority) of the parties. The Product and Sales Committee shall be the only such committee used by the Seller and Merrill Lynch Life Agency (“ MLLA ”) for Third Party Insurers. The initial members of the Product and Sales Committee shall be set forth on the Deliverables Schedule. The purpose of the Product and Sales Committee will be to coordinate the implementation of the distribution, access and support provisions of this Agreement, resolve issues and disputes arising hereunder, and develop means to work together to enhance the business of both parties by fostering the ongoing support and success of the Investor Choice Annuity and New Products. Among other things, the Product and Sales Committee shall guide, assist and coordinate the efforts of the Buyer Insurers and Buyer Distributors and the Merrill Lynch Global Private Client Network, including assistance with ( i ) the design and positioning of ( A ) amendments and enhancements to the Investor Choice Annuity and ( B ) New Products, ( ii ) obtaining feedback from the DAS and the Sales Force on product amendments and enhancements, and sales efforts, for both the Investor Choice Annuity and New Products, ( iii ) appropriate marketing announcements for the Investor Choice Annuity and for New Products and ( iv ) training and rollout events for the Investor Choice Annuity and New Products.

Section 3.2. Business Plans . In addition, the Product and Sales Committee will provide a forum for the Buyer Insurers, Buyer Distributors and the Seller to discuss and cooperate in the joint development of annual business plans (prepared in the first instance by the Seller and the Sellers Distributors) for the sale of the Investor Choice Annuity and

New Products, which will include appropriate topics, including plans for: ( i ) growth of sales of the Investor Choice Annuity and New Products through the Seller Distributors, including targeted levels of sales; ( ii ) the participation of the Buyer Insurers and Buyer Distributors in national, regional or branch level sales and recognition meetings and educational sessions, in each case only with respect to such meetings or sessions in which the Seller determines participation; and ( iii ) encouraging members of the Sales Force who do not solicit or sell life insurance or annuity products to become licensed to do so and/or to consider whether life insurance and/or annuity products are appropriate for their clients’ financial needs. During each year that the Product and Sales Committee is constituted, the Seller will cause the initial draft annual business plan to be delivered to the Buyer Insurers by no later than December 1 of the year preceding the year covered by the annual business plan, and thereafter the parties will discuss the draft at a Product and Sales Committee meeting and seek to complete a final business plan by December 31 of the year preceding the year covered by the annual business plan.

Section 3.3. Meetings of the Product and Sales Committee . The Product and Sales Committee shall meet at least quarterly, unless otherwise agreed by the members of the Product and Sales Committee. The agenda of the Product and Sales Committee meetings will include matters relating to the support of the Investor Choice Annuity and New Products, and such other matters as the members of the Product and Sales Committee may determine to be relevant. The parties will cooperate to develop a protocol for the Product and Sales Committee meetings, including any additional procedures (such as confidentiality procedures) that may be deemed appropriate.

Section 3.4. Term of the Product and Sales Committee . The Product and Sales Committee shall remain in place for the Term, unless the parties agree to shorten or extend its duration.

ARTICLE IV.

DISTRIBUTION SUPPORT FOR INVESTOR CHOICE

AND NEW PRODUCTS

Section 4.1. Investor Choice Distribution Support Services .

          (a) The Seller shall cause MLLA to make available the services of the DAS to provide distribution support for the Investor Choice Annuity in a manner and to an extent that is, in the aggregate, consistent with the support provided by the DAS to the Companies and the Products at the Reference Date. The DAS activities will include: ( i ) rolling out new features and benefits to Merrill Lynch branch offices and FAs, ( ii ) providing day-to-day support for FA inquiries, ( iii ) involvement in problem-solving and ( iv ) continued positioning of the Investor Choice Annuity in FA meetings to meet specific client needs. For clarity, this provision will apply to all amendments and enhancements to the Investor Choice Annuity.

          (b) Additionally, with respect to the Investor Choice Annuity, the Seller (or a Seller Affiliate) shall:

     (i) during the Transition Period, take such reasonable measures as the Buyer Insurers or Buyer Distributors may request to provide product education for the Buyer Insurers’ or Buyer Distributors’ relevant personnel (e.g., wholesalers, internal desks and other business areas’ other relevant personnel), as may be reasonably designated by the Buyer Insurers or the Buyer Distributors, including by making personnel available to attend training sessions conducted by the Buyer Insurers or Buyer Distributors;

     (ii) during the Term, take such reasonable measures as the Buyer Insurers may request to provide product education for the Seller Distributors’ relevant personnel ( e.g. , the DAS, the Sales Force, and internal and customer help desks), including by making personnel available to attend FA training sessions conducted by the Buyer Insurers or Buyer Distributors and by providing reasonable opportunities for the Buyer Insurers or Buyer Distributors to provide content for broker-only publications distributed to the DAS and/or the Sales Force. Such content shall be subject to the Seller’s approval (which shall not be unreasonably withheld, conditioned or delayed);

     (iii) in accordance with the Seller Standards and Practices, but at no additional cost than would be otherwise payable in accordance with Section 7.1(c), during the Term, allow the Buyer Insurers’ or Buyer Distributors’ representatives to participate in ( A ) national FA training events, ( B ) DAS meetings, conferences and appropriate conference calls and ( C ) representation specifically with respect to the Investor Choice Annuity in any such regional events and meetings at which a Buyer Insurer or Buyer Distributor may already be participating in another capacity;

     (iv) during the Term, provide space on the Seller’s website, on a basis consistent with that provided to the Companies and the Products on the Reference Date, for the Buyer Insurers or Buyer Distributors to provide content related to the Investor Choice Annuity (such content shall be subject to the Seller’s approval);

     (v) during the Term, permit the Buyer Insurers or Buyer Distributors to provide the Seller Distributors with written and electronic communications that may be used for distribution to customers of the Merrill Lynch Global Private Client Network;

     (vi) during the Term, provide annuity sales desk support to the Sales Force and the DAS with respect to sales of the Investor Choice Annuity on a basis consistent with the level of such support provided on the Reference Date;

     (vii) during the Term, continue to set and track sales goals for the DAS in a manner consistent with the Seller Standards and Practices as in effect at the Reference Date;

     (viii) during the Term, give first priority to the review of Investor Choice Annuity product and marketing materials, and complete the review promptly within a period consistent with the review period generally applicable to the Companies’ product and marketing materials at the Reference Date, and in any event at least as quickly as the review period applicable to the review of comparable product and marketing materials for other issuers’ products in the same category as the Product in question; and

     (ix) during the Term, support DAS participation in out-of-office events, in accordance with the Seller Standards and Practices.

Section 4.2. New Product Distribution Support Services. With respect to New Products, MLLA (or other Seller Affiliates designated by the Seller) will provide the specific support services agreed to by the members of the Product and Sales Committee and will provide a level of distribution support that is consistent, as applicable, with the support and services provided under Section 4.1 and with the overall purposes of this Agreement.

Section 4.3. Buyer Distributors Wholesaler Force . The Buyer Distributors will develop a wholesaler force to be primarily dedicated to the Investor Choice Annuity as well as any New Products under Section 4.2 within the Merrill Lynch Global Private Client Network, and accordingly, following the end of the Transition Period, the DAS will work closely with the Buyer Distributors’ wholesalers in providing the distribution support described in this Article IV.

ARTICLE V.

DISTRIBUTION AGREEMENTS, COMMISSIONS AND PROCEDURES

Section 5.1. Distribution Agreements . In order to effect the distribution arrangements contemplated by this Agreement, the Seller shall cause the Seller Distributors, and the Buyer shall cause the Buyer Insurers and Buyer Distributors, to negotiate in good faith and enter into, on an as-needed basis, written, non-exclusive distribution agreements with respect to the Products and the New Products that are consistent with industry practice and with the principles set forth in this Agreement (the “ Distribution Agreements ”). In addition to effecting the terms of this Agreement with respect to compensation, access and support, the Distribution Agreements shall contain terms and conditions that, taken as a whole, are at least as favorable to the Buyer Insurers and Buyer Distributors as the terms and conditions of the distribution arrangements between the Seller Distributors and Third Party Insurers, subject to such changes as would reflect current practice of the Seller Distributors for such agreements.

Section 5.2. Commissions — Legacy Products .

          (a) From and after the Closing, except ( y ) as may be required by fiduciary duty, applicable Law or other legal obligations or ( z ) as set forth in Section 5.2(b):

     (i) the Companies will continue to pay trail commissions, renewal commissions and commissions with respect to additional premiums and considerations (collectively, “ Commissions ”) to MLLA or other appropriate Seller Distributors for the Legacy Products in-force at the time of the Acquisition; and

     (ii) the Commissions shall remain fixed at the levels that shall be set forth on the Deliverables Schedule, which are no greater than the commission rates used in preparation of the Actuarial Appraisal of MLLIC and MLLICNY as of December 31, 2006 (the “ Actuarial Report ”), as supplemented by the supplement thereto dated June 29, 2007.

          (b) The Buyer Insurers may adjust rates of commissions paid to Seller Distributors on additional premiums and considerations on the Legacy Products resulting from decreases in payments to Buyer Insurers under other agreements between the Buyer Insurers and Eligible Fund investment advisors who are Seller Affiliates after the date of this Agreement.

Section 5.3. Commissions – Investor Choice Annuity . From and after the Closing, while the Buyer Insurers are offering the Investor Choice Annuity, the commission structure paid by the Companies to the Seller Distributors for the Investor Choice Annuity shall be as set forth on the Deliverables Schedule, which conforms in all material respects to the commission structure provided to non-proprietary carriers as in effect on the date hereof and which is no greater than the commission rates used in preparation of the Actuarial Report; provided , that, solely for the purpose of maintaining parity with the commissions generally to be charged in respect of non-proprietary variable annuity products distributed through the Merrill Lynch Global Private Client Network, the commissions set forth on the Deliverables Schedule shall be subject to unilateral change by the Seller for new or prospective sales following the effective date of any such commission change; provided , further , that, while any such changes shall remain at the sole discretion of the Seller, either party at any time may propose changes to the commission schedule set forth in such schedule, and such proposal shall be considered by the Product and Sales Committee as provided in Article III, and the other party shall consider such proposal in good faith; and provided , further , that the Buyer Insurers may adjust rates of commissions paid to Seller Distributors on additional premiums and considerations on the Investor Choice Annuity resulting from decreases in payments to Buyer Insurers under other agreements between the Buyer Insurers and Eligible Fund investment advisers who are Seller Affiliates after the date of this Agreement.

Section 5.4. Policy Replacements .

          (a) Except for changes made in the ordinary course of business and in a manner consistent with past practices, for the duration of the Term, the Seller will not materially alter its Specialist compensation practices, as they relate to Replacements, from those in effect on the Reference Date, as shall be described in all material respects on the Deliverables Schedule. The term “Specialist” shall mean both the DAS and also Wealth Planning and Business Insurance Specialists.

          (b) The Seller shall not, and shall cause the Seller Distributors not to, enter into any program to promote the Replacement of any Product with a product issued by a third party, it being understood that an FA may recommend the Replacement of a Product if the FA reasonably believes that the recommendation is in the customer’s best interest and it is approved in accordance with the Seller’s supervisory procedures. The Seller and the Seller Distributors shall continue to maintain their respective compliance practices and policies relating to Replacements.

Section 5.5. New Product Development Proposals .

          (a) Overview . In line with the parties’ intent to foster a strategic business relationship consistent with the overall purposes of this Agreement, ( i ) the parties intend that the discussion, review and implementation of any New Product ideas pursuant to this Section 5.5 will be coordinated through the Product and Sales Committee and ( ii ) the Seller intends, through the Product and Sales Committee, to work with the Buyer Insurers and Buyer Distributors on proposals for New Products in a manner consistent with the new product process the Seller used as of the Reference Date with respect to the Seller’s proprietary insurance products.

          (b) New Product Proposal Process . If, during the Term, either the Seller or the Buyer Insurer submits a new product proposal to the Product and Sales Committee, then the Product and Sales Committee shall evaluate the proposal based upon criteria furnished by the Seller in its sole discretion. The Product and Sales Committee may engage in competitive analysis to evaluate the proposal. If the Buyer Insurer elects not to submit a response to the criteria, the Buyer Insurer shall so inform the Product and Sales Committee. If the Buyer Insurer elects to submit a proposal to the criteria, the Seller shall evaluate such response in good faith and agree to move on to the development of the Buyer Insurer’s proposal pursuant to Section 5.5(d) unless, in the Seller’s reasonable judgment, the Buyer Insurer’s overall proposal does not meet the criteria (in the aggregate) submitted by the Seller, in which case the Seller shall inform the Product and Sales Committee of the Seller’s decision not to move forward with the Buyer Insurer and the reasons therefor. The Seller shall provide the Buyer Insurer with a reasonable period of time to resolve such issues before proceeding with the RFP process set forth in Section 5.5(c). For the avoidance of doubt, any decision to not move forward with the Buyer Insurer or to not move forward with the new product proposal will take

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into consideration the overall purpose of this Agreement but remains at the sole discretion of the Seller.

     (c) RFP Period for New Product Proposals .

     (i) If either ( A ) the Buyer Insurer elects not to submit a response to the criteria or ( B ) the Seller determines not to move forward with the Buyer Insurer, the Seller may provide requests for proposals (“RFPs”) to Third Party Insurers for such new product proposal. If the Seller decides to provide such RFPs to Third Party Insurers, the Seller will also provide the Buyer Insurer with the opportunity to respond to such RFP as provided to the Third Party Insurers.

     (ii) Following receipt of the RFP, if the Buyer Insurer elects to submit a response in accordance with the requirements set forth therein, the Seller shall evaluate such RFP response in good faith. The Seller shall: ( A ) have exclusive discretion in determining the process for selection of, and the criteria for evaluation of, potential providers of such new product, ( B ) make a good faith determination of the extent to which proposals received from potential providers satisfy the requirements of the RFP, and ( C ) select the Buyer Insurer’s proposal unless, in the Seller’s reasonable judgment, a Third Party Insurer’s overall proposal meets the requirements (in the aggregate) of the RFP better than the Buyer Insurer’s overall proposal. For the avoidance of doubt, a Third Party Insurer’s proposal would not be selected in preference to the Buyer Insurer’s proposal solely on the basis that pricing proposed by the Third Party Insurer is lower than the pricing proposed by the Buyer Insurer, provided that such pricing differential would not, in the Seller’s reasonable judgment, be expected to substantially and adversely impact sales.

          (d) New Product Development and Distribution . If the Seller selects the Buyer Insurer to proceed in the development of the New Product, ( A ) the Seller shall work exclusively with the Buyer Insurer to develop the New Product for a period of time of up to twelve (12) months and ( B ) the Seller shall provide the Buyer Insurer with an exclusivity period of up to twelve (12) months for the introduction and initial distribution of the New Product in the Merrill Lynch Global Private Client Network, after which the Seller may commence distribution of products of Third Party Insurers in the Merrill Lynch Global Private Client Network; provided , that the initial exclusive distribution period described in (B) above shall not apply to Third Party Insurers’ products that are distributed in the Merrill Lynch Global Private Client Network at the time when the proposal was initially submitted to the Product and Sales Committee; and provided further that, while continuing to take into account the cooperative and mutually supportive relationship being fostered between the parties by this Agreement, if the Seller concludes in the exercise of its reasonable judgment that issues have arisen that render it impracticable to continue development of the New Product with the Buyer Insurer (and such issues have not been resolved by the Buyer Insurer), then the Seller may terminate

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such exclusive development period described in (A) above. If, after taking into consideration the overall purpose of this Agreement, the Seller determines it is impracticable to continue, the Seller will inform the Buyer Insurer of such determination and provide the Buyer Insurer with a reasonable opportunity to resolve any issues.

     (e) For the avoidance of doubt, this Agreement shall in no way limit the Seller or any Seller Affiliate from engaging in discussions or entering into any agreement with any Third Party Insurer or any other Person with respect to new products that are initially proposed or brought to the Seller or any Seller Affiliate by any such Third Party Insurer or other Person, and neither the Seller nor any Seller Affiliate will have any obligation to notify the Buyer or any of its Affiliates of its receipt of any such proposal or entry into any such agreement.

     (f) If, during the Term, a Buyer Insurer proposes, in accordance with Section 5.5(b), to develop a new product for distribution pursuant to this Agreement and the Seller does not accept such proposal, then for a period of 30 days from its receipt of the proposal the Seller may not commence development of a similar product with a Third Party Insurer; however , the Seller may continue the development of similar products already under development at the time that the Seller’s members of the Product and Sales Committee received the proposal from the Buyer Insurer and the Seller may agree to distribute similar products that are proposed by a Third Party Insurer and that are fully developed in all material respects when first proposed to the Seller.

     (g) The Seller shall consult with the Product and Sales Committee on the length of any exclusivity period specified in this Section 5.5, provided that the Seller shall retain the sole discretion to determine the actual length of any exclusivity period specified in this Section 5.5. Notwithstanding anything to the contrary in the previous sentence, the Seller shall work exclusively with the Buyer Insurers to develop an Income Guarantee Product for a period of time of nine (9) months and the Seller shall provide the Buyer Insurers with an exclusivity period of eighteen (18) months for the introduction and initial distribution of the Income Guarantee Product in the Merrill Lynch Global Private Client Network, after which the Seller may commence distribution of competitive products of Third Party Insurers in the Merrill Lynch Global Private Client Network.

     (h) With respect to any proposal submitted to the Product and Sales Committee pursuant to Section 5.5(b), before permitting any Person to develop the proposal (whether into a New Product or otherwise and whether pursuant to Section 5.5(b) or pursuant to the RFP process in Section 5.5(c)), the Product and Sales Committee shall determine and memorialize in writing the ownership of Intellectual Property, if any, that will be created in the development of the proposal (and any New Product developed therefrom). Such determination of ownership shall reflect the relative contributions of the parties hereto and may also include, for example, the granting of a license to use such Intellectual Property to the party without ownership rights or royalties or other payment in connection with the exploitation of such Intellectual Property.

Section 5.6. Level Playing Field .

     (a) The Seller shall cause the Seller Distributors not to provide to the Sales Force or the DAS any compensation or other economic inducement or benefit for the sale of comparable products sold in a comparable sales support and compensation framework offered by a Third Party Insurer that is more favorable than the compensation or other economic inducement or benefit provided to such Sales Force for the sale of such products offered by a Buyer Insurer.

     (b) The terms of this Section 5.6 shall not restrict deviations in Sales Force compensation that are ( i ) based upon neutral criteria that do not differentiate between product providers, such as achieving sales volume or persistency objectives, or ( ii ) for products (including combined product and service arrangements) for which distributor compensation is negotiated by the provider on a sale-by-sale basis, such as group retirement products.

ARTICLE VI.

FUNDS

Section 6.1. Investment Management Services . Throughout the Term, the Seller, through Roszel or a successor Seller Affiliate with substantially similar capabilities and qualifications, will provide Investment Management Services for the benefit of the Buyer Insurers with respect to the Products. Moreover, for a period of 3 years after the date hereof, ( i ) the Seller will not provide asset allocation model services for the benefit of insurance companies other than the Buyer Insurers with respect to variable products distributed through the Merrill Lynch Global Private Client Network in the United States and ( ii ) the Seller, through Roszel or a successor Seller Affiliate with substantially similar capabilities and qualifications, will be the sole provider to the Buyer Insurers of asset allocation model services with respect to the Products. The compensation to be paid by the Buyer Insurers to the Seller (or any Seller Affiliate designated by the Seller) for providing these Investment Management Services will be as set forth in the Investment Management Services Agreement. As soon as reasonably practicable, consistent with applicable Law, the parties will also meet to discuss, in good faith, the expansion of such Investment Management Services, in whole or in part, to products offered by the Buyer Insurers in addition to the Products.

Section 6.2. Investment Management Committee .

     (a)  Structure . Promptly following the establishment of the Product and Sales Committee, the members of the Product and Sales Committee will establish a committee (the “ Investment Management Committee ”). The Investment Management Committee will consist of an equal number of members from both the Buyer and the Seller.

     (b)  Purpose . The Investment Management Committee will be responsible for establishing criteria for evaluating the competitiveness of the funds, and recommending changes in the menu of investment options available inside the Products, including changes resulting from a Termination Event. The Investment Management Committee will also be responsible for considering whether any “material impairment”, as set forth in subsection (i) of the definition of Termination Event, has occurred. For the avoidance of doubt, subject to Section 6.3, the Buyer Insurers shall make the ultimate determination of the fund lineup and of whether a Termination Event has occurred.

Section 6.3. Fund Choices .

     (a) During the Term, the Buyer Insurers will, unless the Seller shall otherwise consent continue to offer the funds managed by each of Roszel and BlackRock (or their respective Affiliates) that are available in the Investor Choice Annuity and the Legacy Products on the Reference Date as available fund choices in the Investor Choice Annuity (as it may be amended or supplemented during the Term) and the Legacy Products.

     (b) During the Term, the Buyer Insurers will maintain the proportion of the funds managed by each of Roszel and BlackRock (or their respective Affiliates) to the total fund choices available in the Investor Choice Annuity (as it may be amended or supplemented during the Term) and the Legacy Products at substantially the same level as on the Reference Date. For illustrative purposes, if the Roszel or BlackRock-managed funds constituted 20% of the fund choices available to purchasers of a Product on the Reference Date, then they must remain at least 20% of the fund choices so available throughout the Term, unless the Seller consents to a diminution in the level of Roszel or BlackRock-managed fund options.

     (c) Upon the occurrence of a Termination Event with respect to a Roszel or BlackRock-managed fund, the Investment Management Committee will consider and recommend how to maintain the percentage of Roszel and BlackRock-managed funds in the Products. Nothing herein shall preclude the Investment Management Committee from recommending, or the Buyer Insurers from increasing, the number of Roszel or BlackRock fund choices in the Products.

     (d) If a Buyer Insurer believes that a Termination Event has occurred with respect to a Roszel or BlackRock-managed fund, such Buyer Insurer will give written notice of termination to the Seller through the Investment Management Committee. For sixty (60) days after the termination notice is given, the Seller may propose a replacement Roszel or BlackRock-managed fund for use in the Products in which the terminated Roszel or BlackRock-managed fund is used. The replacement fund shall be an Eligible Fund in the same Lipper asset class and style category as the terminated Roszel or BlackRock-managed fund and shall meet the competitiveness standards established by the Investment Management Committee pursuant to Section

6.2(b). The relevant Buyer Insurer will not unreasonably refuse to accept the substitution of the replacement fund, except as may be required by fiduciary duty or applicable Law. If the relevant Buyer Insurer accepts the replacement of a Roszel or BlackRock-managed fund, the Seller shall bear the costs of the replacement of such Roszel or BlackRock-managed fund, including the costs of any substitution order required under the Investment Company Act to be obtained from the SEC. If the Seller does not propose an acceptable replacement fund, then the terminated fund no longer will be required to be included in the relevant Products under this Section 6.3 and the required coverage percentage under Section 6.3 will be reduced accordingly.

          (e) The Investment Management Committee may agree that the Buyer Insurer should replace a Roszel or BlackRock-managed fund with another Eligible Fund. The party proposing the replacement shall bear the reasonable costs of the replacement, including the cost of any substitution order required under the Investment Company Act to be obtained from the SEC.

ARTICLE VII.

ACCESS; BRANDING; CONFIDENTIAL INFORMATION; MATERIALS

Section 7.1. Access .

          (a) In addition to the access provided pursuant to Article IV, to the extent that, as of the date of this Agreement, a Seller Distributor provides access (including access to its Sales Force, sales offices or sales, education or training meetings that involve the promotion of products) to a Buyer Insurer and Buyer Distributor, such Seller Distributor shall continue to permit access to such Buyer Insurer and Buyer Distributor during the Term, on substantially the same terms and conditions as such Buyer Insurer and Buyer Distributor is provided access as of the date of this Agreement and in a manner consistent with applicable Law and the Seller’s Standards and Practices.

          (b) As a condition to the ongoing access described in the preceding paragraph, the Buyer Insurers and Buyer Distributors to whom access is provided shall maintain, in the aggregate, wholesaler coverage, training, and sales support to the Seller Distributor on terms and conditions that are no less favorable overall than those provided by the Buyer Insurers and Buyer Distributors to such Seller Distributor on the Reference Date, and over a mutually agreeable time following the date of this Agreement shall provide additional wholesaler coverage, training and sales support at commensurate levels devoted to support the marketing and sales of the Products that are then being offered.