Amendment No. 1 Participation Agreement (Van Kampen)

EXHIBIT (8)(j)(l)

Amendment ▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇ ▇▇▇▇▇▇)

FIRST AMENDMENT TO
PARTICIPATION AGREEMENT

     THIS AMENDMENT, dated as of June 25, 2008, hereby amends the Participation Agreement (the “Agreement”), dated as of October 11, 2002, by and among ML Life Insurance Company of New York (the “Company”), the ▇▇▇ ▇▇▇▇▇▇ Equity Trust, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fund, the ▇▇▇ ▇▇▇▇▇▇ Equity and Income Fund (each, a “Fund” and, collectively, the “Funds”), and ▇▇▇ ▇▇▇▇▇▇ Funds Inc. (the “Underwriter”).

     WHEREAS, pursuant to the Agreement, Company purchases shares in the Designated Portfolios listed on Schedule B on behalf of the Account to fund the Contracts;

     WHEREAS, one of the Designated Portfolios, the ▇▇▇ ▇▇▇▇▇▇ Aggressive Growth Fund, shall be merging into the ▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund on July 11, 2008;

     WHEREAS, the parties desire to update Schedule B to replace the ▇▇▇ ▇▇▇▇▇▇ Aggressive Growth Fund with the ▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund; and

     WHEREAS, the parties desire to update certain information in the “Notices” section of the Agreement.

     NOW THEREFORE, in consideration of their mutual promises, the Company, the Funds and the Underwriter agree to amend the Agreement as follows:

     1. Schedule B is hereby deleted in its entirety and replaced by the attached Schedule B.

     2. The information provided for the Funds and the Underwriter in Article X of the Agreement is hereby deleted and replaced with the following:

If to the Company:

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Transamerica Asset Management, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

If to a Fund or the Underwriter:

▇▇▇ ▇▇▇▇▇▇ Investments Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel

     3. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Unless otherwise specified, all defined terms shall have the same meaning given to them in the Agreement.

     4. The effective date of this Amendment shall be July 11, 2008.

[signature page follows]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on their behalf by duly authorized officers and such Amendment shall become effective as of the date indicated above.

Schedule B

DESIGNATED PORTFOLIOS AND CLASSES

Dated: July 11, 2008

FUND		CLASS
▇▇▇ ▇▇▇▇▇▇ Equity Trust     - ▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fund ▇▇▇ ▇▇▇▇▇▇ Equity and Income Fund		A A A