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EX-99.4.J
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w45887ex99-4_j.txt
DEATH BENEFIT ENDORSEMENT ML043


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                                                                    EXHIBIT 4(J)


                      MERRILL LYNCH LIFE INSURANCE COMPANY

                            DEATH BENEFIT ENDORSEMENT

Section 7.1.1 of the Contract is replaced in its entirety by the following:

7.1.1(a) DEATH PRIOR TO ANNUITY DATE: If an Owner dies prior to the Annuity
       Date, we will pay the beneficiary the death benefit specified below in a
       lump sum or, if requested, under an annuity option under Section 7.1.3.
       If the Owner is a non-natural person, then the Annuitant, rather than the
       Owner, will be used to determine the death benefit. The amount of the
       death benefit is determined as of the date we receive Due Proof of Death
       of the Owner at our Service Center.

              (1)    If the Owner is age 80 or over on the Date of Issue, the
                     death benefit is the value of Variable Account B plus the
                     greater of:

                     (i)    the premiums paid into Variable Account A less
                            "adjusted" withdrawals from Variable Account A and
                            "adjusted" transfers to Variable Account B; or
                     (ii)   the value of Variable Account A.

                     The Guaranteed Minimum Death Benefit of Variable Account A
                     ("GMDB") is (i) above. Each "adjusted" withdrawal from
                     Variable Account A and each "adjusted" transfer to Variable
                     Account B equals the amount withdrawn or transferred
                     multiplied by the GMDB divided by (ii) (both determined
                     immediately prior to the withdrawal or transfer).

              (2)    If the Owner is under age 80 on the Date of Issue, the
                     death benefit is the value of Variable Account B plus the
                     greatest of:

                     (i)    the premiums paid into Variable Account A less
                            "adjusted" withdrawals from Variable Account A and
                            "adjusted" transfers to Variable Account B;
                     (ii)   the value of Variable Account A; or
                     (iii)  the Maximum Anniversary Value.

                     The Guaranteed Minimum Death Benefit of Variable Account A
                     ("GMDB") is equal to the greater of (i) and (iii) above.
                     Each "adjusted" withdrawal from Variable Account A and each
                     "adjusted" transfer to Variable Account B equals the amount
                     withdrawn or transferred multiplied by the GMDB divided by
                     (ii) (all of which are determined immediately prior to the
                     withdrawal or transfer).

7.1.1(b) MAXIMUM ANNIVERSARY VALUE: The Maximum Anniversary Value is equal to
       the greatest anniversary value of Variable Account A. An anniversary
       value is equal to the value of Variable Account A on a Contract
       Anniversary increased by premium payments allocated to Variable Account A
       and decreased by "adjusted" transfers to Variable Account B and by
       "adjusted" withdrawals from Variable Account A, as defined in Section
       7.1.1(a)(2) above, since that anniversary.

       To determine the Maximum Anniversary Value, we will calculate an
       anniversary value for each Contract Anniversary through the earlier of
       the Owner's attained age 80 or the Contract Anniversary on or prior to
       the Owner's date of death. If the Contract has co-owners, we will
       calculate the anniversary value through the earlier of the older Owner's
       attained age 80 or the Contract Anniversary on or prior to any Owner's
       date of death if a death benefit is payable.

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       The period for which we will calculate the Maximum Anniversary Value is
       based on the Owner's attained age (or the attained age of the older
       Owner, if the Contract has co-owners) on the Date of Issue. Subsequent
       changes of Owner will not increase the period of time used to determine
       the Maximum Anniversary Value.

       If a new Owner has not reached attained age 80 and is older than the
       Owner whose age is being used to determine the Maximum Anniversary Value
       at the time of the ownership change, the period of time used in the
       calculation of the Maximum Anniversary Value will be based on the
       attained age of the new Owner at the time of the ownership change. If at
       the time of an ownership change the new Owner is attained age 80 or over,
       we will use the Maximum Anniversary Value as of the Contract Anniversary
       on or prior to the ownership change, increased by premium payments and
       decreased by "adjusted" withdrawals and "adjusted" transfers, as defined
       in Section 7.1.1(a)(2) above, since that Contract Anniversary.

       Unless Section 7.1.2 or Section 7.1.3 is chosen within 60 days following
       our receipt of the Owner's certified death certificate, Due Proof of
       Death will be deemed to have been received by us on the 60th day, and
       payment will be made in a lump sum.

This endorsement controls over any contrary provisions of the Contract or
previous endorsements.



                                           MERRILL LYNCH LIFE INSURANCE COMPANY

                                           By:    /s/ BARRY G. SKOLNICK
                                              ---------------------------------
                                                        Secretary









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