AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT BETWEEN EATON VANCE VARIABLE TRUST, EATON VANCE DISTRIBUTORS, INC. AND ML LIFE INSURANCE COMPANY OF NEW YORK

EXHIBIT (8)(g)(1)

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (XXXXX XXXXX)

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT

BETWEEN XXXXX XXXXX VARIABLE TRUST, XXXXX XXXXX DISTRIBUTORS, INC.

AND ML LIFE INSURANCE COMPANY OF NEW YORK

THIS AGREEMENT, effective as of May 1, 2007, by and among Xxxxx Xxxxx Variable Trust, a Massachusetts business trust, (the “Trust”), Xxxxx Xxxxx Distributors, Inc., (the “Underwriter”), a Massachusetts company and ML Life Insurance Company of New York, a New York life insurance company (the “Company”)

WITNESSETH:

WHEREAS, the Trust, the Underwriter and the Company heretofore entered into a Participation Agreement dated March 1, 2005, 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 Trust, the Underwriter, and the Company desire to amend Schedule A to the Agreement and make changes to Section XI of the Agreement in accordance with the terms of the Agreement.

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

1. Amendment

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

(b) Section XI of the Agreement is hereby amended as follows:

If to the Company:		Xxxxx X. Xxxxxxxx, Esquire
		Senior Vice President & General Counsel
		1700 Xxxxxxx Xxxxx Drive, 3rd Floor
		Xxxxxxxxxx, New Jersey 08534

2. Effectiveness. The Amendment to the Agreement shall be effective as of 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 the following page)

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

XXXXX XXXXX VARIABLE TRUST						ML LIFE INSURANCE COMPANY OF NEW YORK
By:		/s/ Xxxxxxx X. Xxxxxx Xx.				By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxxx X. Xxxxxx Xx,.				Name:		Xxxxxx Xxxxxxxxxx
Title:		Assistant Treasurer				Title:		Vice President & Senior Counsel
Date:		4/17/07				Date:		4/18/07
XXXXX XXXXX DISTRIBUTORS, INC.
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Trostsky
Title:		Vice President-Marketing Director of Retirement Plus
Date:		4/13/07

Schedule A

FUNDS AVAILABLE UNDER THE CONTRACTS

Xxxxx Xxxxx VT Floating Rate Income Fund

Xxxxx Xxxxx VT Large Cap Value Fund

SEPARATE ACCOUNTS UTILIZING THE FUNDS

ML of New York Variable Annuity Separate Account A

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

Xxxxxxx Xxxxx Investor Choice^SM Annuity

MLNY-VA-010

As of May 1, 2007