SIXTH AMENDMENT TO PARTICIPATION AGREEMENT BETWEEN PIMCO VARIABLE INSURANCE TRUST, ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC (FORMERLY PA DISTRIBUTORS LLC) AND

EXHIBIT (8)(h)(3)

AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT (PIMCO)

SIXTH AMENDMENT TO PARTICIPATION AGREEMENT

BETWEEN PIMCO VARIABLE INSURANCE TRUST, ALLIANZ GLOBAL INVESTORS

DISTRIBUTORS LLC (FORMERLY PA DISTRIBUTORS LLC) AND

ML LIFE INSURANCE COMPANY OF NEW YORK

THIS AGREEMENT, effective as of the 27^th day of April, 2007, by and among PIMCO Variable Insurance Trust, a Delaware statutory trust, (the “Trust”), Allianz Global Investors Distributors LLC (Formerly PA Distributors LLC), (the “Underwriter”), a Delaware limited liability company and ML Life Insurance Company of New York, a New York life insurance company (the “Company”)

WITNESSETH:

WHEREAS, the Trust, the Underwriter and the Company heretofore entered into a Participation Agreement dated April 3, 2000, as amended (the” Agreement”), with regard to separate accounts established for variable life insurance and/or variable annuity contracts offered by the Company; and

WHEREAS, the Trust, the Underwriter, and the Company desire to amend Schedule A to the Agreement and make changes to Section XI of the Agreement in accordance with the terms of the Agreement.

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

1. Amendment

(a) Schedule A to the Agreement is amended in its entirety and is replaced by the Schedule A attached hereto;

(b) Section XI Notices, of the Agreement is hereby amended by deleting the current contact information for notices to the Company and replacing it with the following:

		If to the Company:		Xxxxx X. Xxxxxxxx, Esquire
				Senior Vice President & General Counsel
				1700 Xxxxxxx Xxxxx Drive, 3rd Floor
				Xxxxxxxxxx, New Jersey 08534

2. Effectiveness. The Amendment to the Agreement shall be effective as of the date first above written.

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

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

(Signatures located on the following page)

IN WITNESS WHEREOF, the Trust, 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.

PIMCO VARIABLE INSURANCE TRUST						ML LIFE INSURANCE COMPANY OF NEW YORK
By:		/s/ Xxxxxxx X. Xxxxxxx				By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxx				Name:		Xxxxxx Xxxxxxxxxx
Title:		Senior Vice President				Title:		Vice President & Senior Counsel
Date:		3/30/07				Date:		4/4/07
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
By:		/s/ Xxx Xxxxxxx
Name:		Xxx Xxxxxxx
Title:		Managing Director
Date:		4/10/07

Schedule A

PIMCO Variable Insurance Trust Portfolios – Administrative Class:

CommodityRealReturn^TM Strategy Portfolio

Low Duration

Real Return Portfolio

Total Return Portfolio*

Contracts:

Xxxxxxx Xxxxx Investor Choice-Investor Series, a variable annuity contract

Xxxxxxx Xxxxx Retirement Power^sm, a variable annuity contract

Xxxxxxx Xxxxx Legacy Power^sm, a variable life insurance contract

Xxxxxxx Xxxxx Retirement Optimizer^sm, a variable annuity contract

Xxxxxxx Xxxxx Retirement Plus^sm, a variable annuity contract

Segregated Asset Accounts:

ML of New York Variable Annuity Separate Account A (established August 6, 1991).

ML of New York Variable Life Separate Account (established November 16, 1990).

As of April 27, 2007

* This portfolio is offered in all the Contracts listed above. The other Portfolios are not available under every contract listed above.