NOVATION OF

                                    NOVATION

                                       OF

                             PARTICIPATION AGREEMENT

     This Novation Agreement dated as of September 1, 2005 is by and among ML
LIFE INSURANCE COMPANY OF NEW YORK (the "Company"), a New York corporation, on
its own behalf and on behalf of each separate account of the Company named in
Schedule 1 to Participation Agreement (as defined below), PREMIER VIT, an
open-end diversified management investment company organized under the laws of
the State of Massachusetts (the "Fund"), OCC DISTRIBUTORS LLC, a Delaware
limited liability company ("OCC Distributors"), and ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC, a Delaware limited liability company ("AGI Distributors").

     WHEREAS, the Company, the Fund and OCC Distributors entered into a
Participation Agreement on May 1, 2004 ("Participation Agreement");

     WHEREAS, each of AGI Distributors and OCC Distributors is registered as a
broker-dealer with the SEC under the Securities Exchange Act of 1934, as
amended, and is a member in good standing of the National Association of
Securities Dealers, Inc.;

     WHEREAS, the Company, the Fund and OCC Distributors desire that OCC
Distributors be replaced as the Fund's principal underwriter by AGI
Distributors; and

     WHEREAS, the Company and the Fund desire to affect a novation of the
Participation Agreement so that AGI Distributors is substituted for OCC
Distributors as a party to such agreement and OCC Distributors is released from
its obligations under such agreement, AGI Distributors desires to accept the
novation thereof, and OCC Distributors desires to consent to such novation.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:

     1. Novation and Acceptance. Subject to the terms and conditions contained
herein, the Company and the Fund hereby affect a novation of the Participation
Agreement to substitute AGI Distributors for OCC Distributors as party to such
agreement (the "Novation"), AGI Distributors hereby accepts such novation and
agrees to undertake all of OCC Distributors' duties and obligations under the
Participation Agreement. The Company and AGI Distributors hereby release OCC
Distributors from all of its duties and obligations under the Participation
Agreement and OCC Distributors hereby consents to such novation.

     2. Term. The novation shall become effective on the September 15, 2005 and
shall extend for so long as the terms specified in Section 10 of the
Participation Agreement are satisfied or until terminated in accordance with
said Section 10.






     3. No Termination. The parties agree that the novation shall not constitute
a termination of the Participation Agreement for purposes of Section 10 of the
Participation Agreement, and that the Participation Agreement, as so novated,
shall remain in full force and effect after the novation.

     IN WITNESS WHEREOF, the parties hereto have caused this Novation Agreement
to be executed by a duly authorized representative as of the day and year first
above written.





ML LIFE INSURANCE                            PREMIER VIT
COMPANY OF NEW YORK


By: /s/ Xxxxxxx X. Xxxxxxx                   By: /s/ Xxxxx X. Xxxxxxxx
    ---------------------------------            -------------------------------
Name: Xxxxxxx X. Xxxxxxx                         Name: Xxxxx X. Xxxxxxxx
Title: Vice President & Senior Counsel           Title: President & CEO


OCC DISTRIBUTORS                             ALLIANZ GLOBAL INVESTORS
                                             DISTRIBUTORS LLC


By: /s/ Xxxxxxx X. Xxxx                      By: /s/ E. Xxxxx Xxxxx, Jr.
    ---------------------------------            -------------------------------
Name: Xxxxxxx X. Xxxx                            Name: E. Xxxxx Xxxxx, Jr.
Title: CEO                                       Title: Managing Director & CEO