Amendment No. 7 to Participation Agreement (AllianceBernstein)

EXHIBIT (8)(b)(1)

Amendment No. 7 to Participation Agreement (AllianceBernstein)

AMENDMENT TO
PARTICIPATION AGREEMENT

     THIS AGREEMENT, made and entered into as of October 5, 2001 (“Agreement”), by and among ML Life Insurance Company of New York, a New York life insurance company (“Insurer”); Alliance Capital Management L.P., a Delaware limited partnership (“Adviser”), the investment adviser of the Fund referred to below; and Alliance Fund Distributors, Inc., a Delaware corporation (“Distributor”), the Fund’s principal underwriter (collectively, the “Parties”),

WITNESSETH THAT:

     WHEREAS Insurer, the Distributor, and the Adviser have entered into a Participation Agreement, (the “Participation Agreement”) dated as of December 12, 1996, whereby shares of investment portfolios of Alliance Variable Products Series Fund, Inc. (the “Fund”) are made available to serve as the underlying investment medium for variable annuity contracts of Insurer (the “Contracts”); and

     WHEREAS, as of May 1, 1997 Schedule A of the Participation Agreement was amended to provide for the contribution to the Fund of amounts attributable to variable life insurance policies (the “Policies”) of Insurer; and

     WHEREAS, as of June 5, 1998 Schedule A of the Participation Agreement was amended to make shares of an additional investment portfolio of the Fund available to serve as the underlying investment medium for the Contracts; and

     WHEREAS, as of July 22, 1999 Schedule A of the Participation Agreement was amended to make shares of an additional investment portfolio of the Fund available to serve as the underlying investment medium for the Policies; and

     WHEREAS, as of April 1, 2000 Schedule A of the Participation Agreement was amended to make shares of an additional investment portfolio of the Fund available to serve as the underlying investment medium for the Policies; and

     WHEREAS, as of February 16, 2001 Schedule A of the Participation Agreement was amended to make shares of an additional investment portfolio of the Fund available to serve as the underlying investment medium for the Policies; and

     WHEREAS, as of May 1, 2001 Schedule A of the Participation Agreement was amended to make shares of an additional investment portfolio of the Fund available to serve as the underlying investment medium for the Policies; and

     WHEREAS, the Parties now desire to amend Schedule A of the Participation Agreement to make shares of the investment portfolios of the Fund available to serve as the underlying investment medium for additional contracts of Insurer.

     NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, the Parties hereby amend Schedule A of the Participation Agreement as reflected in the attached schedule to this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers signing below.

	ML LIFE INSURANCE COMPANY OF NEW YORK
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Senior Vice President and General Counsel

	ALLIANCE CAPITAL MANAGEMENT L.P.
	By:	Alliance Capital Management Corporation, its General Partner
	By:	/s/ [ILLEGIBLE]
		Name:
		Title:
	ALLIANCE FUND DISTRIBUTORS, INC.
	By:	/s/ [ILLEGIBLE]
		Name:
		Title:

As of October, 2001

SCHEDULE A

ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT

Name of Separate
Account and Date		Contracts/Policies Funded		Portfolios
Established by Board of Directors		By Separate Account		Applicable to Policies
ML of New York Variable Annuity Separate Account A (8/14/91)		Xxxxxxx Xxxxx Retirement Plus		Premier Growth Portfolio Quasar Portfolio
		Xxxxxxx Xxxxx Retirement Power Xxxxxxx Xxxxx Retirement Optimizer		Premier Growth Portfolio Growth & Income Portfolio
ML of New York Variable Life Separate Account II (12/4/91)		Xxxxxxx Xxxxx Investor Life Xxxxxxx Xxxxx Investor Life Plus Xxxxxxx Xxxxx Estate Investor I Xxxxxxx Xxxxx Estate Investor II		Premier Growth Portfolio Quasar Portfolio
		Xxxxxxx Xxxxx Legacy Power		Premier Growth Portfolio Growth & Income Portfolio
ML of New York Variable Life Separate Account (11/19/90)		Prime Plan I, II, III, IV, V, VI, 7 Prime Plan Investor Directed Life, Directed Life 2		Premier Growth Portfolio Quasar Portfolio