AMENDMENT NO. 10 TO PARTICIPATION AGREEMENT BETWEEN ALLIANCEBERNSTEIN L.P., ALLIANCEBERNSTEIN INVESTMENTS, INC. AND MERRILL LYNCH LIFE INSURANCE COMPANY

EXHIBIT (8)(b)(4)

Amendment No. 10 to Participation Agreement (AllianceBernstein)

[Insurance]
[Participation Agmt]

AMENDMENT NO. 10 TO PARTICIPATION AGREEMENT
BETWEEN ALLIANCEBERNSTEIN L.P., ALLIANCEBERNSTEIN INVESTMENTS,
INC. AND XXXXXXX XXXXX LIFE INSURANCE COMPANY

     THIS AMENDMENT, effective as of May 1, 2007, by and among AllianceBernstein L.P. (formerly Alliance Capital Management L.P.), a Delaware limited partnership (the “Adviser”), AllianceBernstein Investments, Inc. (formerly AllianceBernstein Investment Research and Management, Inc.), a Delaware corporation (the “Underwriter”) and Xxxxxxx Xxxxx Life Insurance Company, an Arkansas 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.

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

1. Amendment.

	a.		Schedule A to the Agreement is amended in its entirety and is replaced by the Schedule A attached hereto;
	b.		Section 9. Notices. of the Agreement is hereby amended as follows:

If to the Company: Xxxxx X. Xxxxxxxx, Esquire
Senior Vice President & General Counsel
1700 Xxxxxxx Xxxxx Drive, 3^rd Floor
Xxxxxxxxxx, New Jersey 08534

	2.		Effectiveness. The Amendment to the Agreement 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 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.

ALLIANCEBERNSTEIN X.X.						XXXXXXX XXXXX LIFE INSURANCE COMPANY
By:		/s/ Xxxx Xxxxx				By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxx Xxxxx				Name:		Xxxxxx Xxxxxxxxx
Title:		Executive Vice President				Title:		Vice President & Senior Counsel
Date:						Date:		4/3/07
ALLIANCEBERNSTEIN INVESTMENT, INC.
By: Name:		/s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx
Title:		Senior Vice President
Date:

Schedule A

FUNDS AVAILABLE UNDER THE CONTRACTS

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

SEPARATE ACCOUNTS UTILIZING THE FUNDS

Xxxxxxx Xxxxx Life Variable Annuity Separate Account A
Xxxxxxx Xxxxx Variable Life Separate Account
Xxxxxxx Xxxxx Life Variable Life Separate Account II

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

Xxxxxxx Xxxxx Retirement Plus
Forms ML-VA-001 and ML-VA-002
Xxxxxxx Xxxxx Retirement Power
Form ML-VA-003
Xxxxxxx Xxxxx Retirement Optimizer
Form ML-VA-004
Xxxxxxx Xxxxx Legacy Power
Form MSPOO
Xxxxxxx Xxxxx Investor Choice^SM Annuity
ML-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 May 1, 2007