Amendment No. l to Participation Agreement (PIMCO)

EXHIBIT (8)(h)(1)

Amendment No. l to Participation Agreement (PIMCO)

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT

Among

ML LIFE INSURANCE COMPANY OF NEW YORK,

PIMCO VARIABLE INSURANCE TRUST,

and

PIMCO FUNDS DISTRIBUTORS LLC

     This Amendment No. 1 to the Participation Agreement dated April 3, 2000 (the “Agreement”) between ML Life Insurance Company of New York (the “Company”), PIMCO Variable Insurance Trust (the “Fund”), and PIMCO Funds Distributors LLC (the “Underwriter”) is effective as of April 3, 2000. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

     WHEREAS, the Company, the Fund, and the Underwriter have entered into the Agreement to provide for the purchase by the Company, on behalf of one or more of its segregated asset accounts (“Accounts”), of shares of beneficial interest of the several series (“Portfolios”) of the Fund;

     WHEREAS, the Fund, effective April 1, 2000, began offering shares of its Portfolios in two classes, designated “Institutional Class” shares and “Administrative Class” shares;

     WHEREAS, the shares of the Portfolios offered prior to April 1, 2000 have been designated as Administrative Class shares;

     NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Underwriter agree that the final WHEREAS clause in the Agreement be amended to read as follows:

“WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase Administrative Class shares in the Portfolios listed in Schedule A hereto, as it may be amended from time to time by mutual written agreement (the “Designated Portfolios”) on behalf of the Account to fund the aforesaid Contracts, and the Underwriter is authorized to sell such shares to the Account at net asset value;”

     This Amendment No. 1 may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.

ML LIFE INSURANCE COMPANY OF NEW YORK

		By its authorized officer
		By: Title:		/s/ Xxxxx X. Xxxxxxxx Senior Vice President
		Date:		9/25/00

PIMCO VARIABLE INSURANCE TRUST

		By its authorized officer
		By: Title:		/s/ Xxxxx X. Xxxxxx Chairman
		Date:		12-29-00

PIMCO FUNDS DISTRIBUTORS LLC

		By its authorized officer
		By: Title:		/s/ Xxxxxx X. Xxxxxx, Xx. Exec VP
		Date:		12-13-00

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