AMENDMENT NO. 1 TO RETAIL FUND PARTICIPATION AGREEMENT

EXHIBIT (8)(t)(2)

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT (PIONEER)

AMENDMENT NO. 1 TO RETAIL FUND PARTICIPATION AGREEMENT

THIS AMENDMENT, dated as of the May 1, 2008 to the Participation Agreement dated March 1, 2005, as amended, by and among ML Life Insurance Company of New York (the “Company”) on its own behalf and on behalf of each of separate accounts/s, of the Company set forth in Schedule A hereto, as may be amended from time to time (each such account hereinafter referred to as a “Separate Account”) and Pioneer Funds Distributor, Inc. (“PFD”) (hereinafter the “Underwriter”) (the “Agreement”).

WITNESSETH:

WHEREAS, the Company, the Underwriter desire to amend Schedules A and B to the Agreement to add an additional funds, among other reasons;

NOW, THEREFORE, in consideration of the above premises, the Company and the Underwriter hereby agree:

1. Amendment.

(a) Schedule A to the Agreement is amended in their entirety and is replaced by the Schedule A attached hereto.

(b) Schedule B to the Agreement is amended in their entirety and is replaced by the Schedule B attached hereto.

(c) Article IX of the Agreement is hereby amended as follows:

If to the Company:                    Xxxxxx X. Xxxxxxxxx, Esq.

                                           Transamerica Asset Management, Inc.

    000 Xxxxxxxx Xxxxxxx

    Xx. Xxxxxxxxxx, XX 00000

2. Effectiveness. This Amendment shall be effective as the date first above written.

3. Continuation. Except as set forth above, the Agreement shall remain in full force and effective in accordance with its terms.

4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original.

(Signatures located on following page)

IN WITNESS WHEREOF, the Company and the Underwriter have caused the Amendment to be executed by their duly authorized officers effective as of the day and year first above written.

ML LIFE INSURANCE COMPANY OF NEW YORK

By:		/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
PIONEER FUNDS DISTRIBUTOR, INC.
By:		/s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President

Schedule A

SEPARTE ACCOUNTS AND FUNDS

SUBJECT TO THE PARTICIPATION AGREEMENT

Separate Accounts		Funds and Class of Shares Available
Each Separate Account established by resolution of the Board of Directors of the Company under the insurance laws of the State of New York to set aside and invest assets attributable to the Contracts. Currently, those Separate Accounts are as follows: ML of New York Life Variable Annuity Separate Account D		As of March 1, 2005: Pioneer High Yield Fund (Class A) Pioneer Fund (Class A) Pioneer Small Cap Value Fund (Class A) As of May 1, 2006: Pioneer Emerging Markets Fund (Class A) As of May 1, 2008: Pioneer Real Estate Shares Fund (Class A)

Schedule B

In consideration of the services provided by the Company, the Underwriter, or one of its affiliates, agrees to pay the Company an amount equal to the following basis points per annum on the average aggregate amount invested by the Company’s Separate Account(s) in each Fund under the Agreement, such amounts to be paid within 30 days of the end of each calendar quarter.

Fund		Administrative Services Fee				12b-1 Fee
Pioneer Fund			0.20	%			0.25	%
Pioneer High Yield Fund			0.20	%			0.25	%
Pioneer Small Cap Value Fund			0.20	%			0.25	%
Pioneer Emerging Markets Fund			0.20	%			0.25	%
Pioneer Real Estate Shares Fund			0.15	%			0.25	%