Amendment No. 1 Participation Agreement (Van Kampen)

EXHIBIT (8)(j)(l)

Amendment Xx. 0 Xxxxxxxxxxxxx Xxxxxxxxx (Xxx Xxxxxx)

FIRST AMENDMENT TO
PARTICIPATION AGREEMENT

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

     WHEREAS, pursuant to the Agreement, Company purchases shares in the Designated Portfolios listed on Schedule B on behalf of the Account to fund the Contracts;

     WHEREAS, one of the Designated Portfolios, the Xxx Xxxxxx Aggressive Growth Fund, shall be merging into the Xxx Xxxxxx Mid Cap Growth Fund on July 11, 2008;

     WHEREAS, the parties desire to update Schedule B to replace the Xxx Xxxxxx Aggressive Growth Fund with the Xxx Xxxxxx Mid Cap Growth Fund; and

     WHEREAS, the parties desire to update certain information in the “Notices” section of the Agreement.

     NOW THEREFORE, in consideration of their mutual promises, the Company, the Funds and the Underwriter agree to amend the Agreement as follows:

     1. Schedule B is hereby deleted in its entirety and replaced by the attached Schedule B.

     2. The information provided for the Funds and the Underwriter in Article X of the Agreement is hereby deleted and replaced with the following:

If to the Company:

Xxxxxx X. Xxxxxxxxx
Transamerica Asset Management, Inc.
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000

If to a Fund or the Underwriter:

Xxx Xxxxxx Investments Inc.
000 Xxxxx Xxxxxx, 00^xx Xxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel

     3. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Unless otherwise specified, all defined terms shall have the same meaning given to them in the Agreement.

     4. The effective date of this Amendment shall be July 11, 2008.

[signature page follows]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on their behalf by duly authorized officers and such Amendment shall become effective as of the date indicated above.

ML LIFE INSURANCE COMPANY OF NEW YORK
By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title:	Vice President
XXX XXXXXX EQUITY TRUST, On behalf of its series, Xxx Xxxxxx Mid Cap Growth Fund
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	President & Principal Executive Officer
XXX XXXXXX XXXXXXXX FUND
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	President & Principal Executive Officer
XXX XXXXXX EQUITY AND INCOME FUND
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	President & Principal Executive Officer
XXX XXXXXX FUNDS INC.
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	President

Schedule B

DESIGNATED PORTFOLIOS AND CLASSES

Dated: July 11, 2008

FUND		CLASS
Xxx Xxxxxx Equity Trust     - Xxx Xxxxxx Mid Cap Growth Fund Xxx Xxxxxx Xxxxxxxx Fund Xxx Xxxxxx Equity and Income Fund		A A A