AMENDMENT TO STOCK SALE AGREEMENT

        WHEREAS, New York Life MFA Series Fund, Inc. ("Fund") and New York Life
Insurance and Annuity Corporation ("NYLIAC") are parties to a Stock Sale
Agreement dated June 4, 1993 (the "Stock Sale Agreement"), which governs the
sale of shares of the Fund to separate accounts of NYLIAC; and

        WHEREAS, on August 22, 1995 the Fund changed its name to "MainStay VP
Series Fund, Inc."; and

        WHEREAS, the parties wish to amend the Stock Sale Agreement in certain
respects;

        NOW THEREFORE, in consideration of the promises and of the mutual
covenants herein contained and other good and valuable consideration the
receipt whereof is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree to amend the Stock Sale Agreement to reflect the
change in the Fund's name by replacing all references to "New York Life MFA
Series Fund, Inc." with "MainStay VP Series Fund, Inc.", and by adding the
following provisions:

        8.      Pass-Through Voting - Registered Separate Accounts. NYLIAC will
        provide pass-through voting privileges to all owners of variable
        contracts with respect to shares of the Fund owned by NYLIAC separate
        accounts that are registered as investment companies under the
        Investment Company Act of 1940 ("Registered Separate Accounts") for as
        long as the Securities and Exchange Commission continues to interpret
        the Investment Company Act of 1940 to require pass-through voting
        privileges for Registered Separate Accounts. NYLIAC will assure that
        each Registered Separate Account participating in the Fund calculates
        voting privileges with respect to shares of the Fund in a manner
        consistent with the other Registered Separate Accounts owning shares of
        the Fund.

        9.      Voting - Unregistered Separate Accounts. NYLIAC will either: (1)
        provide pass-through voting privileges to owners of variable contracts
        with respect to shares of the Fund owned by NYLIAC separate accounts
        that are excluded from the definition of "investment company" by
        Sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940
        ("Unregistered Separate Accounts"); or (2) vote shares of the Fund held
        by Unregistered Separate Accounts in the same proportion as the vote of
        all other holders of such shares.


        IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in their names, and their respective corporate seals to be affixed and
attached, all as of the 27th day of September 2002.


                                        NEW YORK LIFE INSURANCE AND
                                        ANNUITY CORPORATION


[Seal]                                  /s/ ROBERT D. ROCK
                                        ---------------------------
                                        By: Robert D. Rock
                                            Senior Vice President


Attest:




/s/ MARK MEIROWITZ
------------------
    Mark Meirowitz
Assistant Secretary



                                        MAINSTAY VP SERIES FUND, INC.


[Seal]                                  /s/ PATRICK J. FARRELL
                                        ---------------------------
                                        By: Patrick J. Farrell
                                            Treasurer, Chief Financial
                                              and Accounting Officer


Attest:




/s/ JOHN K. FORST
------------------
    John K. Forst
Assistant Secretary