ADMINISTRATIVE SERVICES AGREEMENT



      New York Life Insurance and Annuity Corporation, a Delaware corporation

("INSURER"), and New York Life Investment Management LLC, a limited liability

company ("ADVISER"), (each a "Party," and, collectively, the "Parties") mutually

agree to the arrangements set forth in this Administrative Services Agreement

(the "Agreement") dated as of January 1, 2005.



      WHEREAS, ADVISER is the investment adviser to the portfolios

(collectively, the "Portfolios") listed on Schedule A hereto, as may be amended

from time to time, of MainStay VP Series Fund, Inc. (the "Fund");



      WHEREAS, ADVISER has entered into an Administration Agreement, dated

December 15, 1996, with the Fund regarding the provision of administrative

services with respect to the MainStay VP Basic Value, MainStay VP Bond, MainStay

VP Capital Appreciation, MainStay VP Cash Management, MainStay VP Common Stock,

MainStay VP Convertible, MainStay VP Developing Growth, MainStay VP Government,

MainStay VP Large Cap Growth, MainStay VP High Yield Corporate Bond, MainStay VP

Income & Growth, MainStay VP International Equity, MainStay VP S&P 500 Index,

MainStay VP Total Return and MainStay VP Value Portfolios;



      WHEREAS, ADVISER has entered into a Management Agreement, dated May 15,

2001, with the Fund regarding the provision of advisory and administrative

services with respect to the MainStay VP Balanced, MainStay VP Floating Rate,

MainStay VP Mid Cap Core, MainStay VP Mid Cap Growth, MainStay VP Mid Cap Value,

MainStay VP Small Cap Growth, MainStay VP Conservative Allocation, MainStay VP

Moderate Allocation, MainStay VP Moderate Growth Allocation and MainStay VP

Growth Allocation Portfolios;



      WHEREAS, INSURER issues variable life insurance policies and/or variable

annuity contracts (collectively, the "Contracts");



      WHEREAS, INSURER has entered into a Participation Agreement, dated October

7, 2004 ("Participation Agreement") with the Adviser and the Fund, pursuant to

which the Fund has agreed to make shares of the Portfolios available for

purchase by one or more of the INSURER's separate accounts or divisions thereof

(each, a "Separate Account"), in connection with the allocation by Contract

owners of purchase payments to corresponding investment options offered under

the Contracts;



      WHEREAS, INSURER and ADVISER expect that the Fund and its Portfolios can

derive substantial savings in administrative expenses by virtue of having one or

more Separate Accounts of INSURER each as a single shareholder of record of

Portfolio shares, rather than having numerous shareholders of such shares, and

by having INSURER perform the administrative services listed on Schedule B

hereto for the Fund in connection with the Contracts issued by INSURER;



      WHEREAS, INSURER desires to be compensated for providing such

administrative services;



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      WHEREAS, ADVISER desires that the Fund benefit from the administrative

services performed by INSURER; and



      WHEREAS, ADVISER desires to retain the administrative services of INSURER

and to compensate INSURER for providing such administrative services;



      NOW, THEREFORE, the Parties agree as follows:



             SECTION 1. ADMINISTRATIVE SERVICES; PAYMENTS THEREFOR.



      (a) INSURER shall provide the administrative services set out in Schedule

B hereto and made a part hereof, as the same may be amended from time to time.

For the sub-administration services set forth in Section I of Schedule B,

ADVISER agrees to pay to INSURER a quarterly fee equal to an annual rate of

0.10% of the total average daily net asset values of the Portfolios

("Sub-Administration Services Fee"). For the other services set forth in Section

II of Schedule B, ADVISER agrees to pay INSURER a quarterly fee equal to an

annual rate of 0.05% of the total average daily net asset values of the

Portfolios ("Other Services Fee" and, together with the Sub-Administration

Services Fee, "Quarterly Fee"). For convenience, ADVISER shall remit all

Quarterly Fees payable to INSURER, unless otherwise instructed. Notwithstanding

the foregoing, ADVISER will not pay Quarterly Fees to INSURER with respect to

the MainStay VP Conservative Allocation, MainStay VP Moderate Allocation,

MainStay VP Moderate Growth Allocation and MainStay VP Growth Allocation

Portfolios (the "Asset Allocation Portfolios") because the Asset Allocation

Portfolios invest in shares of the other Portfolios.



      (b) ADVISER shall calculate the Quarterly Fee at the end of each calendar

quarter and will make such payment to INSURER, without demand or notice by

INSURER, within 30 days thereafter, in a manner mutually agreed upon by the

Parties from time to time.



      (c) At least annually, the Parties shall review the Quarterly Fee to

determine whether it is reasonable in view of the incurred and anticipated

costs, over time, of INSURER. The Parties agree to negotiate in good faith a

reduction or an increase to the Quarterly Fee as required by such review.



      (d) For purposes of this Section 1, the average daily net asset value of

the shares of the Portfolios will be based on the net asset values reported by

such Portfolios to INSURER or its designee. In the event there is an error in

the net asset value for shares of a Portfolio on any day, ADVISER will use its

best efforts to correct the net asset value as soon as practicable and to report

the corrected net asset value to INSURER as soon as it is available. Pricing

errors will be corrected in accordance with the error correction policy

described in the Participation Agreement. The Quarterly Fee stated in this

Section 1 will be based on the corrected net asset value.



                         SECTION 2. NATURE OF PAYMENTS.



      The Parties to this Agreement recognize and agree that ADVISER's payments

hereunder are for the administrative services described in Schedule B and do not

constitute payment in any manner

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