EXHIBIT (8)(i)(1) AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (FRANKLIN TEMPELTON)

EXHIBIT (8)(i)(1)

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT

(XXXXXXXX XXXXXXXXX)

Amendment No. 1 to Participation Agreement

Franklin Xxxxxxxxx Variable Insurance Products Trust

Franklin/Xxxxxxxxx Distributors, Inc.

ML Life Insurance Company of New York

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Inc.

Xxxxxxxx Xxxxxxxxx Variable Insurance Products Trust (the “Trust”), Franklin/Xxxxxxxxx Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), ML Life Insurance Company of New York, (the “Company” or “you”), and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated as of March 1, 2005, as amended (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

AMENDMENT

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1. Section 1 and Section 2.2.1 are hereby each amended to reflect that Franklin Xxxxxxxxx Variable Insurance Products Trust (the “Trust”) is organized as a statutory trust under the laws of the State of Delaware, effective as of May 1, 2007.

2. Section 3.1.3 is amended and restated in its entirety as follows:

“3.1.3 We agree that the shares of the Trust will be sold only to: (i) life insurance companies which have entered into fund participation agreements with the Trust (“Participating Insurance Companies”) and their separate accounts r to qualified pension and retirement plans in accordance with the terms of the Shared Funding Order; and (ii) investment companies in the form of funds of funds. No share of any Portfolio will be sold to the general public.”

3. Section 5.2 is amended and restate in its entirety as follows:

“5.2 If and to the extent required by law, you shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares in accordance with the instructions received from the Contract owners; and (iii) vote Trust shares owned by subaccounts for which no instructions have been received from Contract owners in the same proportion as Trust shares of such Portfolio for which instructions have been received from Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. You reserve the right to vote Trust shares held in any Account in your own right, to the extent permitted by law.”

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4. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of June 5, 2007.

The Trust:				FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST
Only on behalf of each Portfolio listed on Schedule C of the Agreement.				By:		/s/ Xxxxx X. Xxxxxxxx
				Name:		Xxxxx X. Xxxxxxxx
				Title:		Vice President
The Underwriter:				FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
				By:		/s/ Xxxxxx Xxxxxx
				Name:		Xxxxxx Xxxxxx
				Title:		Senior Vice President
The Company:				ML LIFE INSURANCE COMPANY OF NEW YORK
				By:		/s/ Xxxxxx Xxxxxxxxx
				Name:		Xxxxxx Xxxxxxxxx
				Title:		Vice President
The Distributor:				XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX, INC.
				By:		/s/ Xxxxx X. Xxxxxxxx
				Name:		Xxxxx X. Xxxxxxxx
				Title:		First Vice President & Assistant General Counsel

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