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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission File Nos. 33-26322; 33-46827; 33-52254; 33-60290
MERRILL LYNCH LIFE INSURANCE COMPANY
(Exact name of Registrant as specified in its charter)
Arkansas 91-1325756
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
800 Scudders Mill Road
Plainsboro, New Jersey 08536
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(Address of Principal Executive Offices)
(609) 282-1429
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(Registrant's telephone no. including area code)
Securities registered pursuant to Section 12(b) or 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ X ]
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.
Common 200,000
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DOCUMENTS INCORPORATED BY REFERENCE
Preliminary Prospectus included in Post-Effective
Amendment No. 1 to Registrant's registration statement on Form S-1, filed
March 31, 1994, pursuant to the Securities Act of 1933, File No. 33-60290
-- incorporated by reference into Parts I and II of this report on Form
10-K.
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION J(1)(A) AND (B) OF FORM 10-K AND IS THEREFORE FILING THIS FORM
WITH THE REDUCED DISCLOSURE FORMAT.
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PART I
Item 1. Business.
The Registrant is an indirect wholly-owned subsidiary of
Merrill Lynch & Co., Inc., a corporation whose common stock is traded on
the New York Stock Exchange. The information set forth under the caption
"A. History and Business" in the preliminary prospectus contained in
Post-Effective Amendment No. 1 to Registrant's registration statement,
filed March 31, 1994, pursuant to the Securities Act of 1933, File No.
33-60290 (the "Prospectus"), is incorporated herein by reference.
Item 2. Properties.
The information set forth under the caption "J.
Properties" in the Prospectus is incorporated herein by reference.
Item 3. Legal Proceedings.
The information set forth under the caption "Legal
Proceedings" in the Prospectus is incorporated herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders.
Information called for by this item is omitted pursuant
to General Instruction J. of Form 10-K.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
The Registrant is a wholly-owned subsidiary of Merrill
Lynch Insurance Group, Inc. ("MLIG"), which is an indirect wholly-owned
subsidiary of Merrill Lynch & Co., Inc. MLIG is the sole record holder of
Registrant's shares. Therefore, there is no public trading market for
Registrant's common stock.
On December 20, 1993, the Registrant paid a $44,988,000
ordinary dividend and a $75,012,000 extraordinary dividend to MLIG. The
Registrant received approval from the Arkansas Insurance Commissioner
prior to the declaration and payment of the extraordinary dividend. No
other cash dividends have been declared on Registrant's common stock at
any time during the two most recent fiscal years. Under laws applicable
to insurance companies domiciled in the State of Arkansas, the
Registrant's ability to pay dividends on its common stock is restricted.
See Note 5 to the Registrant's financial statements.
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Item 6. Selected Financial Data.
Information called for by this item is omitted pursuant
to General Instruction J. of Form 10-K.
Item 7. Management's Narrative Analysis of Results of Operations.
The information set forth under the caption "C.
Management's Discussion and Analysis of Financial Condition and Results
of Operations" in the Prospectus is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The financial statements of Registrant are set forth in
Part IV hereof and are incorporated herein by reference.
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.
Not applicable.
PART III
Information called for by items 10 through 13 of this
part is omitted pursuant to General Instruction J. of Form 10-K.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Financial Statements and Exhibits.
(1) The following financial statements of the Registrant are
filed as part of this report:
a. Independent Auditors' Report dated February 28, 1994.
b. Balance Sheets at December 31, 1993 and 1992.
c. Statements of Earnings for the Years Ended December 31,
1993, 1992 and 1991.
d. Statements of Stockholder's Equity for the Years
Ended December 31, 1993, 1992 and 1991.
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e. Statements of Cash Flows for the Years Ended
December 31, 1993, 1992 and 1991.
f. Notes to Financial Statements for the Years
Ended December 31, 1993, 1992 and 1991.
(2) The following exhibits are filed as part of this
report as indicated below:
2.1 Merrill Lynch Life Insurance Company Board of
Directors Resolution in Connection with the
Merger between Merrill Lynch Life Insurance
Company and Tandem Insurance Group, Inc.
(Incorporated by reference to Exhibit 2.1, filed
September 5, 1991, as part of Post-Effective
Amendment No. 4 to the Registrant's registration
statement on Form S-1, File No. 33-26322.)
2.2 Plan and Agreement of Merger between Merrill
Lynch Life Insurance Company and Tandem
Insurance Group, Inc. (Incorporated by
reference to Exhibit 2.1a, filed September 5,
1991, as part of Post-Effective Amendment No. 4
to the Registrant's registration statement on
Form S-1, File No. 33-26322.)
3.1 Articles of Incorporation of Merrill Lynch Life
Insurance Company. (Incorporated by reference
to Exhibit 3.1 to the Registrant's registration
statement on Form S-1, File No. 33-26322, filed
January 3, 1989.)
3.2 By-Laws of Merrill Lynch Life Insurance Company.
(Incorporated by reference to Exhibit 3.2 to the
Registrant's registration statement on Form S-1,
File No. 33-26322, filed January 3, 1989.)
3.3 Articles of Amendment, Restatement and
Redomestication of the Articles of Incorporation
of Merrill Lynch Life Insurance Company.
(Incorporated by reference to Exhibit 3(c) to
the Registrant's registration statement on Form
S-1, File No. 33-46827, filed March 30, 1992.)
3.4 Amended and Restated By-Laws of Merrill Lynch
Life Insurance Company. (Incorporated by
reference to Exhibit 3(d) to the Registrant's
registration statement on Form S-1, File No.
33-46827, filed March 30, 1992.)
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4.1 Group Modified Guaranteed Annuity Contract,
ML-AY-361. (Incorporated by reference to
Exhibit 4.1, filed February 23, 1989, as part of
Pre-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
4.2 Individual Certificate, ML-AY-362.
(Incorporated by reference to Exhibit 4.2, filed
February 23, 1989, as part of Pre-Effective
Amendment No. 1 to the Registrant's registration
statement on Form S- 1, File No. 33-26322.)
4.2a Individual Certificate, ML-AY-362 KS.
(Incorporated by reference to Exhibit 4.2a,
filed March 9, 1990, as part of Post-Effective
Amendment No. 1 to the Registrant's registration
statement on Form S- 1, File No. 33-26322.)
4.2b Individual Certificate, ML-AY-378.
(Incorporated by reference to Exhibit 4.2b,
filed March 9, 1990, as part of Post-Effective
Amendment No. 1 to the Registrant's registration
statement on Form S-1, File No. 33-26322.)
4.3 Individual Tax-Sheltered Annuity Certificate,
ML-AY-372. (Incorporated by reference to
Exhibit 4.3, filed February 23, 1989, as part of
Pre-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
4.3a Individual Tax-Sheltered Annuity Certificate,
ML-AY-372 KS. (Incorporated by reference to
Exhibit 4.3a, filed March 9, 1990, as part of
Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
4.4 Qualified Retirement Plan Certificate,
ML-AY-373. (Incorporated by reference to
Exhibit 4.4 to the Registrant's registration
statement on Form S-1, File No. 33-26322, filed
January 3, 1989.)
4.4a Qualified Retirement Plan Certificate, ML-AY-373
KS. (Incorporated by reference to Exhibit 4.4a,
filed March 9, 1990, as part of Post-Effective
Amendment No. 1 to the Registrant's registration
statement on Form S-1, File No. 33-26322.)
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4.5 Individual Retirement Annuity Certificate,
ML-AY-374. (Incorporated by reference to
Exhibit 4.5 to the Registrant's registration
statement on Form S-1, File No. 33-26322, filed
January 3, 1989.)
4.5a Individual Retirement Annuity Certificate,
ML-AY-374 KS. (Incorporated by reference to
Exhibit 4.5a, filed March 9, 1990, as part of
Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
4.5b Individual Retirement Annuity Certificate,
ML-AY-375 KS. (Incorporated by reference to
Exhibit 4.5b, filed March 9, 1990, as part of
Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
4.5c Individual Retirement Annuity Certificate,
ML-AY-379. (Incorporated by reference to
Exhibit 4.5c, filed March 9, 1990, as part of
Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
4.6 Individual Retirement Account Certificate,
ML-AY-375. (Incorporated by reference to
Exhibit 4.6, filed February 23, 1989, as part of
Pre-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
4.6a Individual Retirement Account Certificate,
ML-AY-380. (Incorporated by reference to
Exhibit 4.6a, filed March 9, 1990, as part of
Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
4.7 Section 457 Deferred Compensation Plan
Certificate, ML-AY-376. (Incorporated by
reference to Exhibit 4.7 to the Registrant's
registration statement on Form S-1, File No.
33-26322, filed January 3, 1989.)
4.7a Section 457 Deferred Compensation Plan
Certificate, ML-AY-376 KS. (Incorporated by
reference to Exhibit 4.7a, filed March 9, 1990,
as part of Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
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4.8 Tax-Sheltered Annuity Endorsement, ML-AY-366.
(Incorporated by reference to Exhibit 4.8 to the
Registrant's registration statement on Form S-1,
File No. 33-26322, filed January 3, 1989.)
4.8a Tax-Sheltered Annuity Endorsement, ML-AY-366
190. (Incorporated by reference to Exhibit
4.8a, filed March 9, 1990, as part of
Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
4.9 Qualified Retirement Plan Endorsement,
ML-AY-364. (Incorporated by reference to
Exhibit 4.9 to the Registrant's registration
statement on Form S-1, File No. 33-26322, filed
January 3, 1989.)
4.10 Individual Retirement Annuity Endorsement,
ML-AY-368. (Incorporated by reference to
Exhibit 4.10 to the Registrant's registration
statement on Form S-1, File No. 33-26322, filed
January 3, 1989.)
4.10a Individual Retirement Annuity Endorsement,
ML-AY-368 190. (Incorporated by reference to
Exhibit 4.10a, filed March 9, 1990, as part of
Post- Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
4.10b Individual Retirement Annuity Endorsement, ML009.
(Incorporated by reference to Exhibit 4(j)(3) to
Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-60290, filed March 31, 1994.)
4.11 Individual Retirement Account Endorsement,
ML-AY-365. (Incorporated by reference to
Exhibit 4.11 to the Registrant's registration
statement on Form S-1, File No. 33-26322, filed
January 3, 1989.)
4.11a Individual Retirement Account Endorsement, ML-
AY-365 190. (Incorporated by reference to
Exhibit 4.11a, filed March 9, 1990, as part of
Post- Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
4.12 Section 457 Deferred Compensation Plan
Endorsement, ML-AY-367. (Incorporated by
reference to Exhibit 4.12 to the Registrant's
registration
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statement on Form S-1, File No. 33-26322, filed
January 3, 1989.)
4.12a Section 457 Deferred Compensation Plan
Endorsement, ML-AY-367 190. (Incorporated by
reference to Exhibit 4.12a, filed March 9, 1990,
as part of Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
4.13 Qualified Plan Endorsement, ML-AY-369.
(Incorporated by reference to Exhibit 4.13 to
the Registrant's registration statement on Form
S-1, File No. 33-26322, filed January 3, 1989.)
4.13a Qualified Plan Endorsement, ML-AY-448.
(Incorporated by reference to Exhibit 4.13a,
filed March 9, 1990, as part of Post-Effective
Amendment No. 1 to the Registrant's registration
statement on Form S-1, File No. 33-26322.)
4.14 Application for Group Modified Guaranteed
Annuity Contract. (Incorporated by reference to
Exhibit 4.14 to the Registrant's registration
statement on Form S-1, File No. 33-26322, filed
January 3, 1989.)
4.15 Annuity Application for Individual Certificate
Under Modified Guaranteed Annuity Contract.
(Incorporated by reference to Exhibit 4.15 to
the Registrant's registration statement on Form
S-1, File No. 33-26322, filed January 3, 1989.)
4.16 Form of Company Name Change Endorsement.
(Incorporated by reference to Exhibit 4.16,
filed September 5, 1991, as part of
Post-Effective Amendment No. 4 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
10.1 Management Services Agreement between Family
Life Insurance Company and Merrill Lynch Life
Insurance Company. (Incorporated by reference
to Exhibit 10.1 to the Registrant's registration
statement on Form S-1, File No. 33-26322, filed
January 3, 1989.)
10.2 General Agency Agreement between Merrill Lynch
Life Insurance Company and Merrill Lynch Life
Agency, Inc. (Incorporated by reference to
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Exhibit 10.2, filed February 23, 1989, as part
of Pre-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-26322.)
10.3 Service Agreement among Merrill Lynch Insurance
Group, Inc., Family Life Insurance Company and
Merrill Lynch Life Insurance Company.
(Incorporated by reference to Exhibit 10.3,
filed March 13, 1991, as part of Post-Effective
Amendment No. 2 to the Registrant's registration
statement on Form S- 1, File No. 33-26322.)
10.3a Amendment to Service Agreement between Merrill
Lynch Insurance Group, Inc. and Merrill Lynch
Life Insurance Company. (Incorporated by
reference to Exhibit 10(c) to Post-Effective
amendment No. 1 to the Registrant registration
statement on Form S-1, File No. 33-60290, filed
March 31, 1994.)
10.4 Indemnity Reinsurance Agreement between Merrill
Lynch Life Insurance Company and Family Life
Insurance Company. (Incorporated by reference
to Exhibit 10.4, filed March 13, 1991, as part
of Post-Effective Amendment No. 2 to the
Registrant's registration statement on Form S-1,
File No. 33- 26322.)
10.5 Assumption Reinsurance Agreement between Merrill
Lynch Life Insurance Company, Tandem Insurance
Group, Inc. and Royal Tandem Life Insurance
Company and Family Life Insurance Company.
(Incorporated by reference to Exhibit 10.6,
filed April 24, 1991, as part of Post-Effective
Amendment No. 3 to the Registrant's registration
statement on Form S-1, File No. 33-26322.)
10.6 Amended General Agency Agreement between Merrill
Lynch Life Insurance Company and Merrill Lynch
Life Agency, Inc. (Incorporated by reference to
Exhibit 10(g) to the Registrant's registration
statement on Form S-1, File No. 33-46827, filed
March 30, 1992.)
10.7 Indemnity Agreement between Merrill Lynch Life
Insurance Company and Merrill Lynch Life Agency,
Inc. (Incorporated by reference to Exhibit
10(h)
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to the Registrant's registration statement on
Form S-1, File No. 33-46827, filed March 30,
1992.)
10.8 Management Agreement between Merrill Lynch Life
Insurance Company and Merrill Lynch Asset
Management, Inc. (Incorporated by reference to
Exhibit 10(i) to the Registrant's registration
statement on Form S-1, File No. 33-46827, filed
March 30, 1992.)
10.9 Amendment No. 1 to Indemnity Reinsurance
Agreement between Family Life Insurance Company
and Merrill Lynch Life Insurance Company.
(Incorporated by reference to Exhibit 10.5,
filed April 24, 1991, as part of Post-Effective
Amendment No. 3 to the Registrant's registration
statement on Form S-1, File No. 33-26322.)
25.1 Power of attorney of Joseph E. Crowne.
(Incorporated by reference to Exhibit 25(a) to
Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-60290, filed March 31, 1994.)
25.2 Power of attorney of David M. Dunford.
(Incorporated by reference to Exhibit 25(b) to
Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-60290, filed March 31, 1994.)
25.3 Power of attorney of John C.R. Hele.
(Incorporated by reference to Exhibit 25(c) to
Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-60290, filed March 31, 1994.)
25.4 Power of attorney of Allen N. Jones.
(Incorporated by reference to Exhibit 25(d) to
Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-60290, filed March 31, 1994.)
25.5 Power of attorney of Barry G. Skolnick.
(Incorporated by reference to Exhibit 25(e) to
Post-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1,
File No. 33-60290, filed March 31, 1994.)
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25.6 Power of attorney of Anthony J. Vespa.
(Incorporated by reference to Post-Effective
Amendment No. 1 to the Registrant's registration
statement on Form S-1, File No. 33-60290, filed
March 31, 1994.)
28.1 Preliminary prospectus contained in
Post-Effective Amendment No. 1 to Registrant's
registration statement, filed March 31, 1994,
pursuant to the Securities Act of 1933, File No.
33-60290.
(3) Not applicable.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the last
quarter of the fiscal year ended December 31, 1993.
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INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . .
Balance Sheets at December 31, 1993 and 1992 . . . . . . . . . . . . . .
Statements of Earnings for the Years Ended December 31,
1993, 1992 and 1991 . . . . . . . . . . . . . . . . . . . . . . . . . .
Statements of Stockholder's Equity for the Years Ended
December 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . . . . . .
Statements of Cash Flows for the Years Ended December 31,
1993, 1992 and 1991 . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Financial Statements for the Years Ended December 31,
1993, 1992 and 1991 . . . . . . . . . . . . . . . . . . . . . . . . . .
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SIGNATURES
Pursuant to the requirements of Section 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Merrill Lynch Life Insurance Company
------------------------------------
(Registrant)
Date: March 29, 1994 By: /s/ Joseph E. Crowne
---------------- ------------------------------------
Joseph E. Crowne
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this Report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Anthony J. Vespa March 29, 1994
-------------------- Chairman of the Board, --------------------
Anthony J. Vespa President and Chief
Executive Officer
/s/ Joseph E. Crowne March 29, 1994
-------------------- Director, Senior Vice --------------------
Joseph E. Crowne President, Chief Financial
Officer, Chief
Actuary and Treasurer
/s/ Barry G. Skolnick March 29, 1994
-------------------- Director, Senior Vice -------------------
Barry G. Skolnick President and General
Counsel*
/s/ David M. Dunford March 29, 1994
-------------------- Director and Senior Vice -------------------
David M. Dunford President
/s/ John C.R. Hele March 29, 1994
-------------------- Director and Senior Vice -------------------
John C.R. Hele President
/s/ Allen N. Jones March 29, 1994
-------------------- Director -------------------
Allen N. Jones
*Signing in his own capacity and as Attorney-in-Fact.
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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report covering the Registrant's last fiscal year or
proxy material has been or will be sent to Registrant's security
holder.
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EXHIBIT INDEX
Exhibit No. Description Location
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2.1 Merrill Lynch Life Insurance Company Board Incorporated by reference to Exhibit 2.1,
of Directors Resolution in Connection with filed September 5, 1991, as part of Post-
the Merger between Merrill Lynch Life Effective Amendment No. 4 to the
Insurance Company and Tandem Insurance Registrant's registration statement on
Group, Inc. Form S-1, File No. 33-26322.
2.2 Plan and Agreement of Merger between Incorporated by reference to Exhibit 2.1a,
Merrill Lynch Life Insurance Company and filed September 5, 1991, as part of Post-
Tandem Insurance Group, Inc. Effective Amendment No. 4 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
3.1 Articles of Incorporation of Merrill Lynch Incorporated by reference to Exhibit 3.1
Life Insurance Company. to the Registrant's registration statement
on Form S-1, File No. 33-26322, filed
January 3, 1989.
3.2 By-Laws of Merrill Lynch Life Insurance Incorporated by reference to Exhibit 3.2
Company. to the Registrant's registration statement
on Form S-1, File No. 33-26322, filed
January 3, 1989.
3.3 Articles of Amendment, Restatement and Incorporated by reference to Exhibit 3(c)
Redomestication of the Articles of to the Registrant's registration statement
Incorporation of Merrill Lynch Life on Form S-1, File No. 33-46827, filed
Insurance Company. March 30, 1992.
3.4 Amended and Restated By-Laws of Merrill Incorporated by reference to Exhibit 3(d)
Lynch Life Insurance Company. to the Registrant's registration statement
on Form S-1, File No. 33-46827, filed
March 30, 1992.
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4.1 Group Modified Guaranteed Annuity Incorporated by reference to Exhibit 4.1,
Contract, ML-AY-361. filed February 23, 1989, as part of Pre-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.2 Individual Certificate, ML-AY-362. Incorporated by reference to Exhibit 4.2,
filed February 23, 1989, as part of Pre-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.2a Individual Certificate, ML-AY-362 KS. Incorporated by reference to Exhibit 4.2a,
filed March 9, 1990, as part of Post-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.2b Individual Certificate, ML-AY-378. Incorporated by reference to Exhibit 4.2b,
filed March 9, 1990, as part of Post-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.3 Individual Tax-Sheltered Annuity Incorporated by reference to Exhibit 4.3,
Certificate, ML-AY-372. filed February 23, 1989, as part of Pre-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
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4.3a Individual Tax-Sheltered Annuity Incorporated by reference to Exhibit 4.3a,
Certificate, ML-AY-372 KS. filed March 9, 1990, as part of Post-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.4 Qualified Retirement Plan Certificate, ML- Incorporated by reference to Exhibit 4.4
AY-373. to the Registrant's registration statement
on Form S-1, File No. 33-26322, filed
January 3, 1989.
4.4a Qualified Retirement Plan Certificate, ML- Incorporated by reference to Exhibit 4.4a,
AY-373 KS. filed March 9, 1990, as part of Post-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.5 Individual Retirement Annuity Certificate, Incorporated by reference to Exhibit 4.5
ML-AY-374. to the Registrant's registration statement
on Form S-1, File No. 33-26322, filed
January 3, 1989.
4.5a Individual Retirement Annuity Certificate, Incorporated by reference to Exhibit 4.5a,
ML-AY-374 KS. filed March 9, 1990, as part of Post-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.5b Individual Retirement Annuity Certificate, Incorporated by reference to Exhibit 4.5b,
ML-AY-375 KS. filed March 9, 1990, as part of Post-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
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4.5c Individual Retirement Annuity Certificate, Incorporated by reference to Exhibit 4.5c,
ML-AY-379. filed March 9, 1990, as part of Post-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.6 Individual Retirement Account Certificate, Incorporated by reference to Exhibit 4.6,
ML-AY-375. filed February 23, 1989, as part of Pre-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.6a Individual Retirement Account Certificate, Incorporated by reference to Exhibit 4.6a,
ML-AY-380. filed March 9, 1990, as part of Post-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.7 Section 457 Deferred Compensation Plan Incorporated by reference to Exhibit 4.7
Certificate, ML-AY-376. to the Registrant's registration statement
on Form S-1, File No. 33-26322, filed
January 3, 1989.
4.7a Section 457 Deferred Compensation Plan Incorporated by reference to Exhibit 4.7a,
Certificate, ML-AY-376 KS. filed March 9, 1990, as part of Post-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.8 Tax-Sheltered Annuity Endorsement, ML-AY- Incorporated by reference to Exhibit 4.8
366. to the Registrant's registration statement
on Form S-1, File No. 33-26322, filed
January 3, 1989.
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4.8a Tax-Sheltered Annuity Endorsement, ML-AY- Incorporated by reference to Exhibit 4.8a,
366 190. filed March 9, 1990, as part of Post-
Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.9 Qualified Retirement Plan Endorsement, ML- Incorporated by reference to Exhibit 4.9
AY-364. to the Registrant's registration statement
on Form S-1, File No. 33-26322, filed
January 3, 1989.
4.10 Individual Retirement Annuity Endorsement, Incorporated by reference to Exhibit 4.10
ML-AY-368. to the Registrant's registration statement
on Form S-1, File No. 33-26322, filed
January 3, 1989.
4.10a Individual Retirement Annuity Endorsement, Incorporated by reference to Exhibit
ML-AY-368 190. 4.10a, filed March 9, 1990, as part of
Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.10b Individual Retirement Annuity Endorsement, Incorporated by reference to Exhibit
ML-009. 4(j)(3) to Post-Effective Amendment No. 1
to the Registrant's registration statement
on Form S-1, File No. 33-60290, filed
March 31, 1994.
4.11 Individual Retirement Account Endorsement, Incorporated by reference to Exhibit 4.11
ML-AY-365. to the Registrant's registration statement
on Form S-1, File No. 33-26322, filed
January 3, 1989.
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20
4.11a Individual Retirement Account Endorsement, Incorporated by reference to Exhibit
ML-AY-365 190. 4.11a, filed March 9, 1990, as part of
Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.12 Section 457 Deferred Compensation Plan Incorporated by reference to Exhibit 4.12
Endorsement, ML-AY-367. to the Registrant's registration statement
on Form S-1, File No. 33-26322, filed
January 3, 1989.
4.12a Section 457 Deferred Compensation Plan Incorporated by reference to Exhibit
Endorsement, ML-AY-367 190. 4.12a, filed March 9, 1990, as part of
Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.13 Qualified Plan Endorsement, ML-AY-369. Incorporated by reference to Exhibit 4.13
to the Registrant's registration statement
on Form S-1, File No. 33-26322, filed
January 3, 1989.
4.13a Qualified Plan Endorsement, ML-AY-448. Incorporated by reference to Exhibit
4.13a, filed March 9, 1990, as part of
Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
4.14 Application for Group Modified Guaranteed Incorporated by reference to Exhibit 4.14
Annuity Contract. to the Registrant's registration statement
on Form S-1, File No. 33-26322, filed
January 3, 1989.
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21
4.15 Annuity Application for Individual Incorporated by reference to Exhibit 4.15
Certificate Under Modified Guaranteed to the Registrant's registration statement
Annuity Contract. on Form S-1, File No. 33-26322, filed
January 3, 1989.
4.16 Form of Company Name Change Endorsement. Incorporated by reference to Exhibit 4.16,
filed September 5, 1991, as part of Post-
Effective Amendment No. 4 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
10.1 Management Services Agreement between Incorporated by reference to Exhibit 10.1
Family Life Insurance Company and Merrill to the Registrant's registration statement
Lynch Life Insurance Company. on Form S-1, File No. 33-26322, filed
January 3, 1989.
10.2 General Agency Agreement between Merrill Incorporated by reference to Exhibit 10.2,
Lynch Life Insurance Company and Merrill filed February 23, 1989, as part of Pre-
Lynch Life Agency, Inc. Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
10.3 Service Agreement among Merrill Lynch Incorporated by reference to Exhibit 10.3,
Insurance Group, Family Life filed March 13, 1991, as part of Post-
Insurance Company and Merrill Lynch Life Effective Amendment No. 2 to the
Insurance Company. Registrant's registration statement on
Form S-1, File No. 33-26322.
10.3a Amendment to Service Agreement between Incorporated by reference to Exhibit 10(c)
Merrill Lynch Insurance Group and to Post-Effective Amendment No. 1 to the
Merrill Lynch Life Insurance Company. Registrant's registration statement on
Form S-1, File No. 33-60290, filed
March 31, 1994.
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22
10.4 Indemnity Reinsurance Agreement between Incorporated by reference to Exhibit 10.4,
Merrill Lynch Life Insurance Company and filed March 13, 1991, as part of Post-
Family Life Insurance Company. Effective Amendment No. 2 to the
Registrant's registration statement on
Form S-1, File No. 33-26322.
10.5 Assumption Reinsurance Agreement Incorporated by reference to Exhibit 10.6,
Between Merrill Lynch Life Insurance filed April 24, 1991, as part of Post-
Company, Tandem Insurance Group, Inc. and Effective Amendment No. 3 to the
Royal Tandem Life Insurance Company and Registrant's registration statement on
Family Life Insurance Company. Form S-1, File No. 33-26322.
10.6 Amended General Agency Agreement between Incorporated by reference to Exhibit 10(g)
Merrill Lynch Life Insurance Company and to the Registrant's registration statement
Merrill Lynch Life Agency, Inc. on Form S-1, File No. 33-46827, filed
March 30, 1992.
10.7 Indemnity Agreement between Merrill Lynch Incorporated by reference to Exhibit 10(h)
Life Insurance Company and Merrill Lynch to the Registrant's registration statement
Life Agency, Inc. on Form S-1, File No. 33-46827, filed
March 30, 1992.
10.8 Management Agreement between Merrill Lynch Incorporated by reference to Exhibit 10(i)
Life Insurance Company and Merrill Lynch to the Registrant's registration statement
Asset Management, Inc. on Form S-1, File No. 33-46827, filed
March 30, 1992.
10.9 Amendment No. 1 to Indemnity Reinsurance Incorporated by reference to Exhibit 10.5,
Agreement between Family Life Insurance filed April 24, 1991, as part of Post-
Company and Merrill Lynch Life Insurance Effective Amendment No. 3 to the
Company. Registrant's registration statement on
Form S-1, File No. 33-26322.
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25.1 Power of attorney of Joseph E. Crowne. Incorporated by reference to Exhibit 25(a)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60290, filed March
31, 1994.
25.2 Power of attorney of David M. Dunford. Incorporated by reference to Exhibit 25(b)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60290, filed March
31, 1994.
25.3 Power of attorney of John C.R. Hele. Incorporated by reference to Exhibit 25(c)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60290, filed March
31, 1994.
25.4 Power of attorney of Allen N. Jones. Incorporated by reference to Exhibit 25(d)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60290, filed March
31, 1994.
25.5 Power of attorney of Barry G. Skolnick. Incorporated by reference to Exhibit 25(e)
to Post-Effective Amendment No. 1 to the
Registrant's registration statement on
Form S-1, File No. 33-60290, filed March
31, 1994.
25.6 Power of Attorney of Anthony J. Vespa. Incorporated by reference to Exhibit 25(f)
to Post-Effective Amendment No. 1 to the
Registrant's
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registration statement on Form S-1, File
No. 602890, filed March 31, 1994.
28.1 Preliminary prospectus contained in Post-
Effective Amendment No. 1 to Registrant's
registration statement, filed March 31,
1994, pursuant to the Securities Act of
1933, File No. 33-60290.
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