Amendment No. 5 to Participation Agreement (BlackRock)

EXHIBIT (8)(d)(1)

Amendment No. 5 to Participation Agreement (BlackRock)

AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT
BETWEEN XXXXXXX XXXXX VARIABLE SERIES FUND, INC., AND
ML LIFE INSURANCE COMPANY OF NEW YORK

     THIS AMENDMENT, effective the 4^th day of March 2005, by and among FAM Variable Series Funds, Inc. (formerly Xxxxxxx Xxxxx Variable Series Fund, Inc.), a Maryland corporation (the “Fund), FAM Distributors, Inc. (the “Underwriter”) and ML Life Insurance Company of New York, a New York life insurance company (the “Company”);

WITNESSETH:

     WHEREAS, the Fund, the Underwriter and the Company heretofore entered into a Participation Agreement dated October 3, 1995, 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 Underwriter, and the Company desire to amend Schedule A and B to the Agreement in accordance with the terms of the Agreement.

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

	1.		Amendment. Schedule(s) A and B, as applicable, to the Agreement are amended in their entirety and replaced by the Schedule(s) A and B attached hereto.
	2.		Effectiveness. The revised Schedule(s) A and B of the Agreement shall be effective as the date hereof.
	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 Fund, 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.

FAM XXXXX VARIABLE						ML LIFE INSURANCE COMPANY
VARIABLE SERIES FUNDS, INC.						OF NEW YORK
(formerly, Xxxxxxx Xxxxx Variable Series
Funds, Inc.)
By:		/s/ [ILLEGIBLE]				By:		/s/ Xxxxxx Xxxxxxxxx
Name:						Name:		Xxxxxx Xxxxxxxxx
Title:						Title:		VP & Senior Counsel
Date:						Date:		July 26, 2006
FAM DISTRIBUTORS, INC.
By:		/s/ [ILLEGIBLE]
Name:
Title:
Date:

Schedule A

SEPARATE ACCOUNTS UTILIZING THE FUNDS

ML of New York Variable Annuity Separate Account A

ML of New York Variable Annuity Separate Account B

ML of New York Variable Annuity Separate Account C

ML of New York Variable Annuity Separate Account

ML of New York Variable Life Separate Account

ML of New York Variable Life Separate Account II

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

Xxxxxxx Xxxxx Prime Plan

Xxxxxxx Xxxxx Directed Life, Xxxxxxx Xxxxx Directed Life 2

Xxxxxxx Xxxxx Investor Life, Xxxxxxx Xxxxx Investor Life Plus

Xxxxxxx Xxxxx Estate Investor I and Estate Investor II

Xxxxxxx Xxxxx Legacy Power

Xxxxxxx Xxxxx Portfolio Plus

Xxxxxxx Xxxxx Retirement Plus

Xxxxxxx Xxxxx Retirement Power

Xxxxxxx Xxxxx Retirement Optimizer

Xxxxxxx Xxxxx Investor Choice^SM Annuity
Contract No. MLNY-VA-010

As of March 4, 2005

Schedule B

FUNDS AVAILABLE UNDER THE CONTRACTS

FAM Variable Series Funds, Inc. (formerly Xxxxxxx Xxxxx Variable Series Funds, Inc.)

Mercury American Balanced V.I. Fund
Mercury Basic Value V.I. Fund
Mercury Core Bond V.I. Fund
Mercury Domestic Money Market V.I. Fund
Mercury Fundamental Growth V.I. Fund
Mercury Global Allocation V.I. Fund
Mercury Global Growth V.I. Fund
Mercury Government Bond V.I. Fund
Mercury High Current Income V.I. Fund
Mercury Index 500 V.I. Fund
Mercury International Value V.I. Fund
Mercury Large Cap Core V.I. Fund
Mercury Large Cap Growth V.I. Fund
Mercury Large Cap Value V.I. Fund
Mercury Value Opportunities V.I. Fund
Mercury Utilities and Telecommunications V.I. Fund

As of March 4, 2005