Amendment No. 9 to Participation Agreement (AllianceBernstein)

EXHIBIT (8)(b)(3)

Amendment No. 9 to Participation Agreement (AllianceBernstein)

AMENDMENT NO. 9 TO PARTICIPATION AGREEMENT
BETWEEN ALLIANCE CAPITAL MANAGEMENT, L. P., ALLIANCEBERNSTEIN
INVESTMENT RESEARCH AND MANAGEMENT, INC. AND ML LIFE INSURANCE
COMPANY OF NEW YORK

     THIS AMENDMENT, dated as of March 1, 2005, by and among Alliance Capital Management L.P., a Delaware limited partnership (the “Adviser), AllianceBernstein Investment Research and Management, Inc., a Delaware corporation (the “Underwriter”) and ML Life Insurance Company of New York, a New York life insurance company (the “Company”);

WITNESSETH:

     WHEREAS, the Adviser, the Underwriter and the Company heretofore entered into a Participation Agreement dated December 12, 1996, 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 Adviser, the Underwriter and the Company desire to amend Schedule A to the Agreement in accordance with the terms of the Agreement.

     The following is added under Section 4. Legal Compliance:

     Section 4.8 Market Timing

     The Company agrees that it will take any and all actions reasonably necessary to ensure the compliance of contract owners with the Fund’s policies prohibiting “market timing”, as set forth in the Fund’s current prospectus. In the event that it should come to the Company’s attention that any contract owner is engaging in a pattern of purchases, redemptions, and/or exchanges of shares of a Fund that may evidence “market timing”, the Company shall notify the Distributor of such pattern. As permitted by law, the Company agrees to cooperate fully with the Distributor for the purpose of preventing “market timing”, and will upon request furnish the Distributor such information as Distributor may consider necessary or desirable to review the possible existence and extent of “market timing” by any contract owner. The Company will take any and all such actions as the Distributor may reasonably request in order to terminate any pattern of trading that the Distributor considers to be “market timing”, including imposing limitations on a contract owner’s ability to purchase or exchange shares of the Fund.

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

	1.		Amendment. Schedule A to this Agreement is amended in its entirety and is replaced by the Schedule A attached hereto.
	2.		Effectiveness. The amended Schedule A 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 Adviser, 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.

ALLIANCE CAPITAL MANAGEMENT L.P.						ML LIFE INSURANCE COMPANY OF NEW YORK
By:		/s/ Xxxx X. Xxxxx				By:		/s/ Xxxxxx X. Xxxxxx, Xx.
		Name:		Xxxx X. Xxxxx				Name:		Xxxxxx X. Xxxxxx, Xx.
		Title:		Executive Vice President				Title:		Vice President & Senior Counsel
		Date:		3/8/03				Date:

ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC.
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Senior Vice President
		Date:		3/3/05

Schedule A

FUNDS AVAILABLE UNDER THE CONTRACTS

AllianceBernstein Variable Products Series Fund, Inc.
AllianceBernstein Growth and Income Portfolio
AllianceBernstein Premier Growth Portfolio
AllianceBernstein Technology Portfolio
AllianceBernstein Small Cap Value Portfolio
AllianceBernstein Value Portfolio

SEPARATE ACCOUNTS UTILIZING THE FUNDS

ML of New York Variable Annuity Separate Account A
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 Retirement Plus
Forms MLNY-VA-001 and MLNY-VA-002
Xxxxxxx Xxxxx Retirement Power
Form MLNY-VA-003
Xxxxxxx Xxxxx Retirement Optimizer
Form MLNY-VA-004
Xxxxxxx Xxxxx Legacy Power
Form MSPOO
Xxxxxxx Xxxxx Investor Choice^SM Annuity
MLNY-VA-010
Xxxxxxx Xxxxx Prime Plans, I, II, II, IV, V, VI, 7
Xxxxxxx Xxxxx Prime Plan Investor
Xxxxxxx Xxxxx Investor Life
Xxxxxxx Xxxxx Investor Life Plus
Xxxxxxx Xxxxx Estate Investor I
Xxxxxxx Xxxxx Estate Investor II
Directed Life, Directed Life 2

As of March 4, 2005