Amendment No. 4 Participation Agreement (BlackRock)

EXHIBIT (8)(f)(4)

Amendment No. 4 Participation Agreement (BlackRock)

AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT
BETWEEN FAM DISTRIBUTORS, INC., BLACKROCK DISTRIBUTORS, INC.
AND ML LIFE INSURANCE COMPANY OF NEW YORK

     THIS AMENDMENT, effective as of the 1^st day of May 2008, by and among FAM Distributors, Inc, BlackRock Distributors, Inc., a Delaware corporation (together with FAM Distributors, Inc., collectively, the “Underwriter”) and ML Life Insurance Company of New York, a New York life insurance company (the “Company);

WITNESSETH:

     WHEREAS, FAM Distributors, Inc., the former sole underwriter, and the company heretofore entered into a Participation Agreement dated October 11, 2002, 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, FAM Distributors, Inc., BlackRock Distributors, Inc. and the Company executed an Instrument of Accession and Amendment No. 2 to the Agreement whereby BlackRock Distributors, Inc. agreed to act as co-underwriter along with FAM Distributors, Inc. for certain Funds as set forth on Schedule B to the Agreement; and

     WHEREAS, The Underwriter and the Company desire to amend the aforesaid Agreement to add additional Funds, among other reasons.

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

1. Amendments.

	(a)		Schedule B to the Agreement is amended in its entirety and is replaced by the Schedule B attached hereto.
	(b)		Article X of the Agreement is hereby amended as follows:

If to the Company: Xxxxxx X. Xxxxxxxxx, Esq.
Transamerica Asset Management, Inc.
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000

	2.		Effectiveness. This Amendment 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 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.

     (Signature located on following page)

     IN WITNESS WHEREOF, 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.

ML LIFE INSURANCE COMPANY OF NEW YORK
By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Vice President
FAM DISTRIBUTORS, INC.
By:
	Name:
	Title:
BLACKROCK DISTRIBUTORS, INC.
By:
	Name:
	Title:

     IN WITNESS WHEREOF, 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.

ML LIFE INSURANCE COMPANY OF NEW YORK
By:
	Name:
	Title:
FAM DISTRIBUTORS, INC.
By:	/s/ Xxxxxx M Bakem
	Name:	XXXXXX M BAKEM
	Title:	PRESIDENT
BLACKROCK DISTRIBUTORS, INC.
By:
	Name:
	Title:

      IN WITNESS WHEREOF, 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.

ML LIFE INSURANCE COMPANY OF NEW YORK
By:
	Name:
	Title:
FAM DISTRIBUTORS, INC.
By:
	Name:
	Title:
BLACKROCK DISTRIBUTORS, INC.
By:	/s/ Xxxxx XxXxxxxxx
	Name:	Xxxxx XxXxxxxxx
	Title:	VP

Schedule B

List of Funds:

Investor A Shares of the following Funds:

BlackRock Basic Value Fund, Inc.
BlackRock Fundamental Growth Fund, Inc.
BlackRock Global Allocation Fund, Inc.
BlackRock Global Growth Fund, Inc.
BlackRock Global SmallCap Fund, Inc.
BlackRock Government Income Portfolio* of BlackRock Funds II
BlackRock High Income Fund of BlackRock Bond Fund, Inc.
BlackRock International Index Fund of BlackRock Index Funds, Inc.
BlackRock International Value Fund of BlackRock International Value Trust
BlackRock Large Cap Core Fund of BlackRock Large Cap Series Funds, Inc.
BlackRock Large Cap Growth Fund of BlackRock Large Cap Series Funds, Inc.
BlackRock Large Cap Value Fund of BlackRock Large Cap Series Funds, Inc.
BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc.
BlackRock Short-Term Bond Fund of BlackRock Short-Term Bond Series, Inc.
BlackRock Small Cap Index Fund of BlackRock Index Funds, Inc.
BlackRock Total Return Fund of BlackRock Bond Fund, Inc.
BlackRock Value Opportunities Fund, Inc.
Xxxxxxx Xxxxx Ready Assets Trust

As of May 1, 2008

* BlackRock Distributors, Inc. is the sole underwriter for this Fund.