AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT BETWEEN DAVIS VARIABLE ACCOUNT FUND, INC., DAVIS DISTRIBUTORS LLC AND

EXHIBIT (8)(e)(1)

AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT (XXXXX)

AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT

BETWEEN XXXXX VARIABLE ACCOUNT FUND, INC.,

XXXXX DISTRIBUTORS LLC AND

ML LIFE INSURANCE COMPANY OF NEW YORK

THIS AMENDMENT, dated as of the 1st of March, 2005, by and among Xxxxx Variable Account Fund, Inc., a Maryland corporation (the “Fund”), Xxxxx Distributors, LLC., a Delaware Limited Liability Company (the “Distributor”) and ML Life Insurance Company of New York, a New York life insurance company (the “Company”),

WITNESSETH

WHEREAS, the Fund, the Distributor and the Company heretofore entered into a Participation Agreement dated April 3, 2000, as amended (the “Agreement”), with regard to separate accounts established for variable life insurance and/or variable annuity contracts offered by the Company, and

WHEREAS, the Fund, the Distributor and the Company desire to amend Schedule A to the Agreement in accordance with the terms of the Agreement

NOW, THEREFORE, in consideration of the above premises, the Fund, the Distributor and the Company hereby agree

1. Amendment Schedule A to the Agreement is amended to read in its entirety as the Schedule A attached hereto

2. Effectiveness The revised Schedule A of the Agreement shall be effective as of the date hereof

3. Continuation Except as set forth above, the Agreement shall remain in full force and effect 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 Fund, the Distributor and the Company have caused this Amendment to be executed by their duly authorized officers effective as of the day and year first above written.

XXXXX VARIABLE ACCOUNT FUND, INC.						ML LIFE INSURANCE COMPANY OF NEW YORK
By		/s/ Xxxxxx Xxxx				By		/s/ Xxxxxx X. Xxxxxx, Xx.
Name		Xxxxxx Xxxx				Name		Xxxxxx X. Xxxxxx Xx.k
Title		Vice President				Title		Vice Present & Sr. Counsel
Date		February 25, 2005				Date		3/3/05
XXXXX DISTRIBUTORS, LLC.
By		/s/ Xxxxxx Xxxx
Name		Xxxxxx Xxxx
Title		Vice President
Date		February 25, 2005

Schedule A

SEPARTE ACCOUNTS UTILIZING THE FUNDS

ML of New York Variable Annuity Separate Account A

ML of New York Variable Life Separate Account

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

Xxxxxxx Xxxxx Retirement Plus^SM

Forms MLNY-VA-001 and ML-VA-002

Xxxxxxx Xxxxx Retirement Power^SM

Form MLNY-VA-003

Xxxxxxx Xxxxx Retirement Optimizer^SM

Form MLNY-VA-004

Xxxxxxx Xxxxx Legacy Power

Form MSPOO

Xxxxxxx Xxxxx Investor Choice^SM Annuity

MLNY-VA-010

As of March 4, 2005

Schedule B

FUNDS AVAILABLE UNDER THE CONTRACTS

Xxxxx Variable Account Fund, Inc.

Xxxxx Value Portfolio