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                                                                  [EXHIBIT 4(h)]

                      MERRILL LYNCH LIFE INSURANCE COMPANY

                 GUARANTEED MINIMUM DEATH BENEFIT ("GMDB") RIDER

This Rider is part of the Contract to which it is attached (the "Base Contract")
and is subject to all the terms and conditions of the Base Contract. The
provisions of this Rider control over any contrary provisions of the Base
Contract.

If the Contract has Co-Owners, all references to "age" refer to the oldest
Owner's age. If the Owner is a non-natural person, all references to Owner shall
mean Annuitant.

The GMDB Effective Date is shown on the GMDB Rider page of the Contract Schedule
("GMDB Rider Schedule").

This Rider is only available if, on the GMDB Effective Date, the Owner is not
older than the Maximum Age for GMDB Rider. The Maximum Age for GMDB Rider is
shown on the GMDB Rider Schedule.

You may not cancel this Rider. It can only be terminated as described in the
Termination Provision of this Rider.

This Rider amends the Base Contract as follows:

SECTION 7.1.2 of the Base Contract is replaced in its entirety by the following:

7.1.2 DEATH BENEFIT AMOUNT: The Death Benefit during the Accumulation Period is
      equal to the greater of:

            (i)   the Contract Value; or

            (ii)  the GMDB Base plus the value of Your interest in any Excluded
                  Accounts.

      The amount of the GMDB Base is determined as described on the GMDB Rider
      Schedule.

      Excluded Accounts are shown on the GMDB Rider Schedule.

      The Death Benefit is determined on the Death Benefit Determination Date
      described on the GMDB Rider Schedule.

      The Death Benefit may be limited if the conditions described under Death
      Benefit Limitation on the GMDB Rider Schedule apply.

      If there is a change of Owner of the Base Contract and this Rider
      continues in effect, the period for calculating the GMDB Base may be
      reduced as described under GMDB Base on the GMDB Rider Schedule.

ALLOCATION GUIDELINES AND RESTRICTIONS: Additional Allocation Guidelines and
Restrictions may apply as described on the GMDB Rider Schedule. The consequences
of non-compliance with such Allocation Guidelines and Restrictions are described
on the GMDB Rider Schedule.

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GMDB CHARGE: The current and maximum GMDB Charge Percentage, how the charge is
determined, and when and how it is collected are described on the GMDB Rider
Schedule. The current GMDB Charge may change but it will never exceed the
maximum GMDB Charge shown on the GMDB Rider Schedule.

TERMINATION: This Rider will terminate upon the earliest of:

      (i)   a change of Owner resulting in termination as described under Change
            of Owner on the GMDB Rider Schedule; or

      (ii)  application of all of the Annuity Value to an Annuity Option on the
            Annuity Date; or

      (iii) receipt of Due Proof of Death (unless from an Eligible Spousal
            Beneficiary who continues the Base Contract and qualifies for
            continuation of this Rider); or

      (iv)  termination of the Base Contract.

                                        MERRILL LYNCH LIFE INSURANCE COMPANY

                                        By:      /s/ Lori M. Salvo
                                           ----------------------------------
                                                     Secretary

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GMDB RIDER SCHEDULE

GMDB TYPE:                         Return of Premium

GMDB EFFECTIVE DATE:               [January 3, 2005]

MAXIMUM AGE FOR GMDB RIDER:        [75]

GMDB BASE:

            The GMDB Base is equal to (a) plus (b) minus (c) where:

                  (a)   is the amount of the [Initial Premium] allocated to any
                        [subaccounts], other than the Excluded Accounts, on the
                        GMDB Effective Date; and

                  (b)   is the sum of Additional Premiums allocated to, and all
                        amounts transferred into, any [subaccounts] other than
                        the Excluded Accounts, since the GMDB Effective Date;
                        and

                  (c)   is the sum of all "adjusted" withdrawals from, and all
                        amounts transferred from, any [subaccounts] other than
                        Excluded Accounts, since the GMDB Effective Date.

            Each "adjusted" withdrawal from other than the Excluded Accounts is
            equal to the amount of such withdrawal multiplied by (a) and divided
            by (b), where:

                  (a)   is the GMDB Base immediately prior to the withdrawal;
                        and

                  (b)   is the [Account Value] less any amounts in Excluded
                        Accounts, immediately prior to the withdrawal.

EXCLUDED ACCOUNTS:

            [None]

            We reserve the right to add or delete a [subaccount] from the list
            of Excluded Accounts if such [subaccount] is added or deleted as an
            investment option.

DEATH BENEFIT DETERMINATION DATE:

            The Death Benefit will be determined as of [the date we receive Due
            Proof of Death of the Owner (the first Owner to die if the contract
            has Co-Owners) at Our Service Center. If the Contract has more than
            one Beneficiary, the Death Benefit will be determined as of the date
            We receive the first Due Proof of Death.]

DEATH BENEFIT LIMITATION:

            [If an Owner dies within [90 days] of the GMDB Effective Date or
            within [1 year] of the date of a change of Owner where the life upon
            which payment of the Death Benefit is based has changed (unless
            under the Spousal Beneficiary Continuation Option), the Death
            Benefit will be limited to payment of the Contract Value.]

CHANGE OF OWNER:

            If there is a change of Owner this Rider will terminate unless the
            Owner is changed under any of the circumstances described below:

                  [(i)  a spouse or a child of the current Owner is added as an
                        Owner and was not older than the Maximum Age for GMDB
                        Rider on the GMDB Effective Date; or

                  (ii)  a spouse or a child of the current Owner is removed as
                        an Owner; or

                  (iii) after the ownership change, the life upon which payment
                        of the Death Benefit is based has not changed; or

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GMDB RIDER SCHEDULE (CONTINUED)

                  (iv)  an Eligible Spousal Beneficiary becomes the Owner and on
                        the Spousal Continuation Date was not older than the
                        Maximum Age for GMDB Rider.]

ALLOCATION GUIDELINES AND RESTRICTIONS:

            [None]

GMDB CHARGE:

                                         Current             Maximum

            GMDB Charge Percentage:      [0.15% annually]    [0.40%  annually]

            [The GMDB Charge is calculated on each Monthaversary as follows:

                  (i)   the GMDB Base is determined on the Monthaversary;

                  (ii)  that amount is multiplied by the current GMDB Charge
                        Percentage;

                  (iii) the resulting amount is divided by 12.

            The sum of the GMDB Charges calculated on each of the three
            preceding Monthaversaries is deducted from the Contract Value on
            each Quarterversary.

            If the GMDB Rider is terminated other than on a Quarterversary, We
            will deduct from the Contract Value any GMDB Charges calculated on
            any prior Monthaversary but not yet collected.]

            [The GMDB Charge is deducted from each [subaccount] in the ratio of
            Your interest in each [subaccount] to Your [Account Value] on the
            date the charge is collected.]

            The [Contract Value] and Surrender Value are reduced by any GMDB
            Charges calculated but not yet collected.