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                                                                  [EXHIBIT 4(k)]

                      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:                               Greater of MAV & Roll-Up

GMDB EFFECTIVE DATE:                     [January 3, 2005]

MAXIMUM AGE FOR GMDB RIDER:              [75]

GMDB BASE:

            The GMDB Base is the greater of the GMDB Maximum Anniversary Value
            (MAV) Base and the GMDB Roll-Up Base.

            GMDB MAV BASE: The GMDB MAV Base is equal to the greatest of the
            anniversary values. [The GMDB MAV Base is limited to [[200]% of
            Premium payments allocated to, and all amounts transferred into, any
            [subaccounts] other than Excluded Accounts, less "adjusted"
            withdrawals from, and all amounts transferred from, any
            [subaccounts] other than Excluded Accounts].]

            An anniversary value is equal to (a) plus (b) minus (c), but not
            less than zero, where:

                  (a)   is the Contract Value less the value of Your Interest
                        in Excluded Accounts on the GMDB effective Date or on a
                        Contract Anniversary;

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

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

            We will calculate an anniversary value on the GMDB Effective Date
            and on each Contract Anniversary thereafter through the earlier of
            the GMDB MAV Base Limitation Date and the Owner's date of death (the
            first Owner to die if the Contract has Co-Owners).

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

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

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

            The GMDB MAV BASE LIMITATION DATE is [the Contract Anniversary on or
            following the oldest Owner's [80th] birthday.]

            If there is a change of Owner and this Rider continues in effect,
            the GMDB MAV Base Limitation Date will be reset based on the new
            Owner's age if the following two conditions apply:

                  (i)   on the GMDB Effective Date the new Owner was older than
                        the Owner whose age was used to determine the GMDB MAV
                        Base Limitation Date immediately prior to the change of
                        Owner; and

                  (ii)  the GMDB MAV Base Limitation Date immediately prior to
                        the change of Owner is later than the date of the change
                        of Owner.

            The GMDB MAV Base Limitation Date will not be reset to a date which
            is earlier than the date of the change of Owner.

            GMDB ROLL-UP BASE: The GMDB Roll-Up Base is equal to the sum of GMDB
            Roll-

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GMDB RIDER SCHEDULE (CONTINUED)

            Up Base A and GMDB Roll-Up Base B.

      GMDB ROLL-UP BASE A: GMDB Roll-Up Base A is equal to (a) plus (b) minus
      (c), but not less than zero, where:

            (a)   is the amount of [Initial Premium] allocated to any
                  [subaccounts], other than Restricted Accounts or Excluded
                  Accounts, with interest compounded daily from the GMDB
                  Effective Date at an annual rate of [5]%; and

            (b)   is the sum of all Additional Premiums allocated to, and all
                  amounts transferred into, any [subaccounts], other than
                  Restricted Accounts or Excluded Accounts, since the GMDB
                  Effective Date, with interest compounded daily from the
                  Contract Anniversary on or following the effective date of
                  each Additional Premium payment or transfer at an annual rate
                  of [5]%; and

            (c)   is the sum of all "adjusted" withdrawals from, and all
                  amounts transferred from, any [subaccounts], other than
                  Restricted Accounts or Excluded Accounts, since the GMDB
                  Effective Date, with interest compounded daily from the
                  Contract Anniversary on or following the effective date of
                  each withdrawal or transfer at an annual rate of [5]%.

      Each "adjusted" withdrawal is equal to the amount of such withdrawal from
      any [subaccounts], other than Restricted Accounts or Excluded Accounts,
      multiplied by an adjustment factor:

            (1)   if the total of all withdrawals from any [subaccounts], other
                  than Restricted Accounts or Excluded Accounts, during the
                  Contract Year, including the amount of the requested
                  withdrawal, is less than or equal to [5]% times GMDB Roll-Up
                  Base A as of the beginning of the Contract Year, the
                  adjustment factor is 1.0; or

            (2)   if the total of all withdrawals from [subaccounts], other than
                  Restricted Accounts or Excluded Accounts, including the amount
                  of the requested withdrawal, is greater than [5]% times GMDB
                  Roll-Up Base A as of the beginning of the Contract Year, the
                  adjustment factor is (a) divided by (b) where:

                        (a)   is GMDB Roll-Up Base A immediately prior to such
                              withdrawal; and

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

      GMDB ROLL-UP BASE B: GMDB Roll-Up Base B is equal to (a) plus (b) minus
      (c), but not less than zero, where:

            (a)   is the amount of [Initial Premium] allocated to any
                  Restricted Accounts with interest compounded daily from the
                  GMDB Effective Date at an annual rate of [3]%; and

            (b)   is the sum of all Additional Premiums allocated to, and all
                  amounts transferred into, any Restricted Accounts since the
                  GMDB Effective Date, with interest compounded daily from the
                  Contract Anniversary on or following the effective date of
                  each Additional Premium payment or transfer at an annual rate
                  of [3]%; and

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GMDB RIDER SCHEDULE (CONTINUED)

            (c)   is the sum of all "adjusted" withdrawals from, and all amounts
                  transferred from, any Restricted Accounts since the GMDB
                  Effective Date, with interest compounded daily from the
                  Contract Anniversary on or following the effective date of
                  each withdrawal or transfer at an annual rate of [3]%.

      Each "adjusted" withdrawal is equal to the amount of such withdrawal from
      any Restricted Accounts, multiplied by an adjustment factor:

            (1)   if the total of all withdrawals from any Restricted Accounts
                  during the Contract Year, including the amount of the
                  requested withdrawal, is less than or equal to [3]% times GMDB
                  Roll-Up Base B as of the beginning of the Contract Year, the
                  adjustment factor is 1.0; or

            (2)   if the total of all withdrawals from all Restricted Accounts,
                  including the amount of the requested withdrawal, is greater
                  than [3]% times GMDB Roll-Up Base B as of the beginning of the
                  Contract Year, the adjustment factor is (a) divided by (b)
                  where:

                        (a)   is GMDB Roll-Up Base B immediately prior to such
                              withdrawal; and

                        (b)   is the [Account Value] in all Restricted Accounts,
                              immediately prior to such withdrawal.

      For purposes of compounding interest in GMDB Roll-up Base A and GMDB
      Roll-up Base B above, such interest shall accrue until the earlier of the
      GMDB Roll-Up Base Limitation Date or the Owner's date of death (the first
      Owner to die if the Contract has Co-Owners). No interest shall accrue
      thereafter.

      The GMDB ROLL-UP BASE LIMITATION DATE is [the earlier of the [15th]
      Contract Anniversary on or following the oldest Owner's [80th] birthday.]

      If there is a change of Owner and this Rider continues in effect, the GMDB
      Roll-Up Base Limitation Date will be reset based on the new Owner's age if
      the following two conditions apply:

            (i)   on the GMDB Effective Date the new Owner was older than the
                  Owner whose age was used to determine the GMDB Roll-Up Base
                  Limitation Date immediately prior to the change of Owner; and

            (ii)  the GMDB Roll-Up Base Limitation Date immediately prior to the
                  change of Owner is later than the date of the change of Owner.

      The GMDB Roll-Up Base Limitation Date will not be reset to a date which is
      earlier than the date of the change of Owner.


RESTRICTED ACCOUNTS:

            [All subaccounts in the Fixed Income Investment Category]

            [All subaccounts in the Money Market Investment Category]

            We reserve the right to add or delete a [subaccount] from the list
            of Restricted Accounts if such [subaccount] is added or deleted as
            an investment option.
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GMDB RIDER SCHEDULE (Continued)

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

                  (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:       [0.65% annually]      [1.20% 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

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GMDB RIDER SCHEDULE (CONTINUED)

            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.