Amendment No. 5 to Participation Agreement (MFS)

EXHIBIT (8)(g)(1)

Amendment No. 5 to Participation Agreement (MFS)

AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT

     Pursuant to the Participation Agreement, made and entered into as of the 29^th day of November 1996, as amended, by and among MFS® Variable Insurance Trust^SM, ML Life Insurance Company of New York, and Massachusetts Financial Services Company, the parties hereby agree to an amended Schedule A as attached hereto.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 5 to the Participation Agreement to be executed in its name and on its behalf by its duly authorized representative. The Amendment shall take effect as of October 5, 2001.

		ML LIFE INSURANCE COMPANY OF NEW YORK
		By its authorized officer,
		By:		/s/ Xxxxx X. Xxxxxxxx
		Title:		Senior Vice President and General Counsel
		Date:
		MFS® VARIABLE INSURANCE TRUSTSM
		By its authorized officer,
		By:		/s/ [ILLEGIBLE]
		Title:		Assistant Secretary
		Date:
		MASSACHUSETTS FINANCIAL SERVICES COMPANY
		By its authorized officer,
		By:		/s/ [ILLEGIBLE]
		Title:		Senior Executive Vice President
		Date:

As of October, 2001     

SCHEDULE A

ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT

Name of Separate
Account and Date		Policies Funded		Portfolios
Established by Board of Directors		by Separate Account		Applicable to Policies
ML of New York Variable		Xxxxxxx Xxxxx Retirement Plus		MFS Emerging Growth Series
Annuity Separate				MFS Research Series
Account A
(8/14/91)		Xxxxxxx Xxxxx Retirement Power		MFS Emerging Growth Series
		Xxxxxxx Xxxxx Retirement Optimizer		MFS Investors Trust Series
				(formerly MFS Growth With Income Series)
ML of New York		Xxxxxxx Xxxxx Investor Life		MFS Emerging Growth Series
Variable Life Separate Account II		Xxxxxxx Xxxxx Investor Life Plus		MFS Research Series
(12/4/91)		Xxxxxxx Xxxxx Estate Investor I
		Xxxxxxx Xxxxx Estate Investor II
		Xxxxxxx Xxxxx Legacy Power		MFS Emerging Growth Series
				MFS Investors Trust Series
				(formerly MFS Growth With Income Series)
ML of New York		Prime Plan I, II, III, IV, V, VI, 7		MFS Emerging Growth Series
Variable Life Separate Account		Prime Plan Investor		MFS Research Series
(11/19/90)		Directed Life, Directed Life 2