Amendment No. 2 to Participation Agreement (AIM)

EXHIBIT (8)(a)(1)

Amendment No. 2 to Participation Agreement (AIM)

AMENDMENT NO. 2
PARTICIPATION AGREEMENT

     The Participation Agreement (the “Agreement”), dated December 18, 1996 as amended May 1, 1997, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, and ML Life Insurance Company of New York, a New York life insurance company, is hereby amended as follows:

     Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

SCHEDULE A

FUNDS AVAILABLE		SEPARATE ACCOUNTS		CONTRACTS FUNDED BY THE
UNDER THE CONTRACTS		UTILIZING THE FUNDS		SEPARATE ACCOUNTS
AIM V.I. Capital Appreciation Fund AIM V.I. International Equity Fund AIM V.I. Value Fund		Xxxxxxx Xxxxx Life Variable Annuity Separate Account A Xxxxxxx Xxxxx Variable Life Separate Account Xxxxxxx Xxxxx Life Variable Life Separate Account II		Xxxxxxx Xxxxx Retirement Plus Xxxxxxx Xxxxx Investor Life Xxxxxxx Xxxxx Investor Life Plus Xxxxxxx Xxxxx Estate Investor I Xxxxxxx Xxxxx Estate Investor II Prime Plan V, VI, 7 Prime Plan Investor Xxxxxxx Xxxxx Retirement Power

     All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: April 3, 2000

				AIM VARIABLE INSURANCE FUNDS, INC.
Attest:		/s/ Xxxxx X. Xxxxxx		By:		/s/ Xxxxxx X. Xxxxxx
		Assistant Secretary				President
(SEAL)
				A I M DISTRIBUTORS, INC.
Attest:		/s/ Xxxxx X. Xxxxxx		By:		/s/ Illegible
		Assistant Secretary				President
(SEAL)
				ML LIFE INSURANCE COMPANY OF NEW YORK
Attest		/s/ Illegible		By:		/s/ Illegible
		Assistant Secretary				President
(SEAL)