AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT AMONG TRANSAMERICA SERIES TRUST, TRANSAMERICA CAPITAL, INC., AND ML LIFE INSURANCE COMPANY OF NEW YORK

Exhibit 8(p)
Amendment No. 1 to Participation Agreement (TST)

AMENDMENT NO. 1 TO
PARTICIPATION AGREEMENT AMONG
TRANSAMERICA SERIES TRUST,
TRANSAMERICA CAPITAL, INC., AND
ML LIFE INSURANCE COMPANY OF NEW YORK

          The Participation Agreement, dated September 1, 2008 (“Agreement”) among Transamerica Series Trust (the “Trust”), Transamerica Capital, Inc. (the “Distributor”), and ML Life Insurance Company of New York (the “Insurance Company”) is hereby amended as of August 24, 2009:

1.

Schedule A of the Agreement is deleted in its entirety and replaced with the following Amended Schedule A:

AMENDED SCHEDULE A
Accounts

Name of Account		Date of Resolution of Insurance Company’s Board Which Established the Account
ML of New York Variable Annuity Separate Account A		August 14, 1991
ML of New York Variable Annuity Separate Account C		May 16, 2002

2.

Schedule B of the Agreement is deleted in its entirety and replaced with the following Amended Schedule B:

AMENDED SCHEDULE B
Contracts

▇▇▇▇▇▇▇ ▇▇▇▇▇ Investor Choice Annuity^SM
Investor Series

▇▇▇▇▇▇▇ ▇▇▇▇▇ Consults Annuity^®

3.

Schedule C of the Agreement is deleted in its entirety and replaced with the following Amended Schedule C:

AMENDED SCHEDULE C
Portfolios
Service Class Shares

Transamerica American Century Large Company Value VP
Transamerica BlackRock Large Cap Value VP
Transamerica BlackRock Tactical Allocation VP
Transamerica Convertible Securities VP
Transamerica Equity VP
Transamerica Growth Opportunities VP
Transamerica ▇▇▇▇▇▇▇▇ Growth VP
Transamerica JPMorgan Enhanced Index VP
Transamerica JPMorgan Mid Cap Value VP
Transamerica ▇▇▇▇▇▇▇ Growth VP
Transamerica MFS International Equity VP
Transamerica PIMCO Total Return VP

Transamerica Small/Mid Cap Value VP
Transamerica ▇. ▇▇▇▇ Price Equity Income VP
Transamerica ▇. ▇▇▇▇ Price Small Cap VP
Transamerica ▇▇▇▇▇▇▇▇▇ Global VP
Transamerica U.S. Government Securities VP
Transamerica ▇▇▇ ▇▇▇▇▇▇ Active International Allocation VP
Transamerica ▇▇▇ ▇▇▇▇▇▇ Large Cap Core VP
Transamerica ▇▇▇ ▇▇▇▇▇▇ Mid-Cap Growth VP

          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.

          IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative, effective as of August 24, 2009.

TRANSAMERICA SERIES TRUST						TRANSAMERICA CAPITAL, INC.
By its authorized officer,						By its authorized officer,
By:		/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇				By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:		▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chief Investment Officer and Vice President				Title:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Assistant Vice President
ML LIFE INSURANCE COMPANY OF NEW YORK
By its authorized officer,
By: Title:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇   ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President