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EX-99.8.QQ 10 w28418exv99w8wqq.txt EXHIBIT (8)(QQ) Exhibit (8)(qq) AMENDMENT NO. 10 TO PARTICIPATION AGREEMENT BETWEEN ALLIANCE CAPITAL MANAGEMENT, L.P., ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC. AND MERRILL LYNCH LIFE INSURANCE COMPANY THIS AMENDMENT, effective as of May 1, 2007, by and among Alliance Capital Management L.P., a Delaware limited partnership (the "Adviser), AllianceBernstein Investment Research and Management, Inc., a Delaware corporation (the "Underwriter") and Merrill Lynch Life Insurance Company, an Arkansas life insurance company (the "Company"); WITNESSETH: WHEREAS, the Adviser, the Underwriter and the Company heretofore entered into a Participation Agreement dated December 12, 1996, 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 Adviser, the Underwriter and the Company desire to amend Schedule A to the Agreement in accordance with the terms of the Agreement. NOW, THEREFORE, in consideration of the above premises, the Adviser, 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 9. Notices. of the Agreement is hereby amended as follows: If to the Company: Barry G. Skolnick, Esquire Senior Vice President & General Counsel 1700 Merrill Lynch Drive, 3rd Floor Pennington, 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 following page) IN WITNESS WHEREOF, the Adviser, 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. ALLIANCE CAPITAL MANAGEMENT MERRILL LYNCH LIFE INSURANCE L.P. COMPANY By: By: --------------------------------- ------------------------------------ Name: Name: Kirsty Lieberman ------------------------------- Title: Vice President & Senior Counsel Title: Date: ------------------------------ ---------------------------------- Date: ------------------------------ ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC. By: --------------------------------- Name: ------------------------------- Title: ------------------------------ Date: ------------------------------- Schedule A FUNDS AVAILABLE UNDER THE CONTRACTS AllianceBernstein Variable Products Series Fund, Inc. AllianceBernstein VPS Growth and Income Portfolio AllianceBernstein VPS Premier Growth Portfolio AllianceBernstein VPS Technology Portfolio AllianceBernstein VPS Small Cap Value Portfolio AllianceBernstein VPS Value Portfolio AllianceBernstein VPS International Value Portfolio SEPARATE ACCOUNTS UTILIZING THE FUNDS Merrill Lynch Life Variable Annuity Separate Account A Merrill Lynch Variable Life Separate Account Merrill Lynch Life Variable Life Separate Account II CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS Merrill Lynch Retirement Plus Forms ML-VA-001 and ML-VA-002 Merrill Lynch Retirement Power Form ML-VA-003 Merrill Lynch Retirement Optimizer Form ML-VA-004 Merrill Lynch Legacy Power Form MSPOO Merrill Lynch Investor Choice(SM) Annuity ML-VA-010 Merrill Lynch Prime Plans, I, II, II, IV, V, VI, 7 Merrill Lynch Prime Plan Investor Merrill Lynch Investor Life Merrill Lynch Investor Life Plus Merrill Lynch Estate Investor I Merrill Lynch Estate Investor II Directed Life, Directed Life 2 As of May 1, 2007