EXHIBIT (8)(b)(1) AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT (ALLIANCEBERNSTEIN)

EXHIBIT (8)(b)(1)

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT

(ALLIANCEBERNSTEIN)

AMENDMENT TO

PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into as of April 1, 2000 (“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, the Parties now desire to amend Schedule A of the Participation Agreement to make shares of investment portfolios of the Fund available to serve as the underlying investment medium for an additional variable annuity contract 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 Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Senior Vice President
ALLIANCE CAPITAL MANAGEMENT L.P.
By:		Alliance Capital Management Corporation, its General Partner
By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		President and Chief Operating Officer
ALLIANCE FUND DISTRIBUTORS, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Senior Vice President
				and Managing Director

As of April 3, 2000

SCHEDULE A

ACCOUNTS, POLICIES AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

Name of Separate Account and Date Established by Board of Directors		Contracts/Policies Funded By Separate Account		Portfolios 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		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
ML of New York Variable Life Separate Account (11/19/90)		Prime Plan V, VI, 7 Prime Plan Investor		Premier Growth Portfolio Quasar Portfolio