AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT BETWEEN TRANSAMERICA CAPITAL, INC. AND ML LIFE INSURANCE COMPANY OF NEW YORK

Exhibit 8 (cccc)(1)

(RETAIL)

AMENDMENT NO. 1 TO
PARTICIPATION AGREEMENT BETWEEN
TRANSAMERICA CAPITAL, INC. AND
ML LIFE INSURANCE COMPANY OF NEW YORK

     The Participation Agreement, dated September 1, 2008 (“Agreement”) between Transamerica Capital, Inc. (the “Underwiter”), and ML Life Insurance Company of New York (the “Company”) is hereby amended as of May 1, 2010 as follows:

1. Schedule B of the Agreement is deleted in its entirety and replaced with the following Amended Schedule B:

AMENDED SCHEDULE B
FUNDS AND CLASSES

     Dated: May 1, 2010

     Class A Shares of the following registered investment companies:

Transamerica Flexible Income
Transamerica Growth Opportunities
Transamerica Small/Mid Cap Value
Transamerica WMC Diversified Growth

     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.

     IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative, effective as of May 1, 2010.

TRANSAMERICA CAPITAL, INC.						ML LIFE INSURANCE COMPANY OF NEW YORK
By its authorized officer,						By its authorized officer,
By:	/s/ Xxxxxx X.Xxxxx					By:	/s/ Xxxxxx X. Xxxxx
	Xxxxxx X. Xxxxx						Xxxxxx X. Xxxxx
	Title:	Assistant Vice President					Title:	Vice President