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EX-99.4.L
4
w45887ex99-4_l.txt
DEATH BENEFIT ENDORSEMENT ML045


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                                                                    EXHIBIT 4(l)


                      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 DEATH PRIOR TO ANNUITY DATE: On the death of an Owner prior to the Annuity
      Date, we will pay the beneficiary the death benefit representing the
      entire interest in the Contract, unless Section 7.1.3 is chosen. The death
      benefit is determined as of the date we receive Due Proof of Death of the
      Owner at our Service Center.

            (a)   The death benefit is the greater of:

                  (i)   the Contract Value; or

                  (ii)  the Guaranteed Minimum Death Benefit for Variable
                        Account A plus the value of Variable Account B.

            (b)   The Guaranteed Minimum Death Benefit for Variable Account A is
                  the greatest of:

                  (i)   "premiums compounded at 5%," or

                  (ii)  the "maximum 7th anniversary value compounded at 5%"; or

                  (iii) the "attained age 80 anniversary value."

            (c)   "Premiums compounded at 5%" equals:

                  (i)   premiums paid into Variable Account A with interest on
                        them from the date received at an interest rate
                        compounded daily to yield 5% annually, less

                  (ii)  "adjusted transfers" to Variable Account B and "adjusted
                        withdrawals" from Variable Account A, both with an
                        interest rate on them to yield 5% annually when
                        compounded daily from the date of transfer or
                        withdrawal.

            (d)   The "maximum 7th anniversary value compounded at 5%" is equal
                  to the greatest "7th anniversary value" of Variable Account A.
                  Each "7th anniversary value" of Variable Account A equals:

                  (i)   the value of Variable Account A at the end of its
                        respective seven Contract Year period (i.e., at the end
                        of Contract Years 7, 14, 21, etc., but not beyond the
                        date the Owner attains age 80 or the date of the Owner's
                        death), with interest from such 7th anniversary at an
                        interest rate compounded daily to yield 5% annually,
                        plus

                  (ii)  premiums paid into Variable Account A since such 7th
                        anniversary with interest on them from the date received
                        at an interest rate compounded daily to yield 5%
                        annually, less

                  (iii) "adjusted transfers" to Variable Account B and "adjusted
                        withdrawals" from Variable Account A since such 7th
                        anniversary, both with an interest rate on them to yield
                        5% annually when compounded daily from the date of
                        transfer or withdrawal.

            (e)   The "attained age 80 anniversary value" equals the value of
                  Variable Account A on the Contract Anniversary on which the
                  Owner reaches attained age 80 plus premiums paid into Variable
                  Account A since that Contract Anniversary less "adjusted"
                  transfers to Variable Account B and "adjusted" withdrawals
                  from Variable Account A since that Contract Anniversary.

            (f)   Each "adjusted transfer" or "adjusted withdrawal" is equal to
                  the amount by which such transfer or withdrawal from Variable
                  Account A reduces the value of Variable Account A times {(A)
                  divided by (B)} but not less than 1.0 where:





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                        (A)   is the Guaranteed Minimum Death Benefit of
                              Variable Account A prior to the transfer or
                              withdrawal; and

                        (B)   is the value of Variable Account A prior to the
                              transfer or withdrawal.

            (g)   For purposes of compounding interest at 5% in (c) and (d)
                  above, such interest shall accrue only until the earliest of
                  the last day of the 20th Contract Year, the last day of the
                  Contract Year in which the Owner attains age 80 or the date of
                  the Owner's death. No interest shall accrue thereafter.

            (h)   If the Owner is a non-natural person, then the Annuitant's age
                  rather than the Owner's age will be used for purposes of
                  determining the period for compounding interest as described
                  in (g) above and calculating the maximum 7th anniversary value
                  under (d)(i) above.

            (i)   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
                  lump sum.



                                     MERRILL LYNCH LIFE INSURANCE COMPANY



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






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