Exhibit 8(aaa)(1)

Amendment No. 1 to Participation Agreement (Janus)

[Investor]

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT

          THIS AMENDMENT No. 1 to the Participation Agreement (the “Agreement”) between Janus Aspen Series (the “Trust”), Merrill Lynch Life Insurance Company (the “Company”) and Janus Distributors LLC (the “Distributor”) is effective as of October 30, 2009. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

          WHEREAS, the Trust, the Company and the Distributor have entered into the Agreement, dated May 1, 2007; and

          WHEREAS, AEGON USA, Inc. purchased the Company through a transaction effective December 28, 2007; and

          WHEREAS, certain Company functions are transitioning to the Cedar Rapids offices of the Company, effective November 9, 2009; and

          WHEREAS, Merrill Lynch, Pierce, Fenner & Smith, Inc. (“MLPF&S”) is no longer the broker-dealer for the Company; and

          WHEREAS, the Trust, the Company and the Distributor now desire to amend the Agreement.

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

1.		Amendment.
		A.     The tenth whereas is hereby deleted and replaced by the following:
		WHEREAS, Transamerica Capital, Inc. (“Policy Underwriter”), the underwriter for the variable annuity and the variable life policies, is registered as a broker-dealer with the SEC under the 1934 Act and is a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”); and
2.		Effectiveness. The Amendment is effective as of the date hereof.
3.		Continuation. Except as set forth above, the Agreement shall remain in full force and effect in accordance with its terms.

(Signatures located on following page)

     IN WITNESS WHEREOF, the Trust, the Company and the Distributor have caused this Amendment to be executed by their duly authorized officers effective as of the day and year first above written.

MERRILL LYNCH LIFE INSURANCE COMPANY						JANUS ASPEN SERIES
By:		/s/ Lon Olejniczak				By:		/s/ Stephanie Grauerholz-Lofton
Name:		Lon Olejniczak				Name:		Stephanie Grauerholz-Lofton
Title:		President				Title:		Vice President
JANUS DISTRIBUTORS LLC
By: Name:		/s/ John Ingram   John Ingram
Title:		President