AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT BETWEEN SELIGMAN VALUE FUND SERIES, INC., SELIGMAN ADVISORS, INC., AND

EXHIBIT (8)(i)(1)

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (COLUMBIA/▇▇▇▇▇▇▇▇)

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AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT

BETWEEN ▇▇▇▇▇▇▇▇ VALUE FUND SERIES, INC., ▇▇▇▇▇▇▇▇ ADVISORS, INC., AND

ML LIFE INSURANCE COMPANY OF NEW YORK

THIS AMENDMENT, effective as of the 1st day of May, 2007, by and among ▇▇▇▇▇▇▇▇ Value Fund Series, Inc., (the “Fund”), a Maryland corporation and ▇▇▇▇▇▇▇▇ Advisors, Inc., (the “Underwriter”), a Delaware corporation and ML Life Insurance Company of New York, a New York life insurance company (the “Company”);

WITNESSETH:

WHEREAS, the Fund, the Underwriter and the Company heretofore entered into a Participation Agreement dated October 11, 2002, (the “Agreement”), with regard to separate accounts established for variable life insurance and/or variable annuity contracts offered by the Company; and

WHEREAS, the Fund, the Underwriter, and the Company desire to amend (1) the parties to this Participation Agreement to include ▇▇▇▇▇▇▇▇ Capital Fund, Inc., together with ▇▇▇▇▇▇▇▇ Value Fund Series, Inc., (each a “Fund”, and collectively, the “Funds”) and (2) Schedules A and B to the Agreement in accordance with the terms of the Agreement.

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

 

1.

Amendment.

 

(a)

The parties to the Participation Agreement is hereby amended to add ▇▇▇▇▇▇▇▇ Capital Fund, Inc. a Maryland corporation

 

(b)

Schedules A and B to the Agreement are amended in their entirety and are replaced by the Schedules A and B attached hereto;

 

(c)

Section 9 of the Agreement is hereby amended as follows:

If to the Company:         ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire

Senior Vice President & General Counsel

1700 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Drive, 3rd Floor

▇▇▇▇▇▇▇▇▇▇, New Jersey 08534

 

2.

Effectiveness. The amended Agreement shall be effective as of the date first above written.

 

3.

Several and not Joint. All representations, warranties and agreements made by any Fund or by the Underwriter are several and not joint. Without limiting the generality of the prior sentence, each of the Funds and the Underwriter shall be deemed to be making representations, warranties and agreements solely with respect to itself as if this agreement were a separate agreement between each such Fund, the Underwriter and the Company. No party shall be liable for the acts or omissions or any breach of this agreement by any other party.

 

4.

Continuation. Except as set forth above, the Agreement shall remain in full force and effective in accordance with its terms.

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5.

Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original.

IN WITNESS WHEREOF, the Funds, 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.

 

▇▇▇▇▇▇▇▇ VALUE FUNDS SERIES, INC.						ML LIFE INSURANCE
						COMPANY OF NEW YORK
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇				By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇. ▇▇▇▇				Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:		President				Title:		Vice President & Senior Counsel
Date:		4/11/07				Date:
▇▇▇▇▇▇▇▇ CAPITAL FUND, INC.
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name:		▇▇▇▇▇ ▇. ▇▇▇▇
Title:		President
Date:		4/11/07
▇▇▇▇▇▇▇▇ ADVISORS, INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		President
Date:		4/11/07

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Schedule A

Dated: May 1, 2007

SEPARATE ACCOUNTS OF THE COMPANY

ML of New York Variable Annuity Separate Account D

CONTRACTS

Contract #MLNY-VA-006

Contract #MLNY-VA-010

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Schedule B

DESIGNATED PORTFOLIOS AND CLASSES

Dated: May 1, 2007

▇▇▇▇▇▇▇▇ Value Fund Series, Inc.

 

•     ▇▇▇▇▇▇▇▇ Smaller-Cap Value Fund		Class A

▇▇▇▇▇▇▇▇ Capital Fund, Inc.

 

•     ▇▇▇▇▇▇▇▇ Capital Fund		Class A