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                     ML LIFE INSURANCE COMPANY OF NEW YORK

                        TAX-SHELTERED ANNUITY ENDORSEMENT

This endorsement is part of the Contract. The Contract, as amended, is intended
to qualify as a tax-sheltered annuity under Section 403(b) of the Internal
Revenue Code of 1986 (the "Code"). The following provisions replace any contrary
provisions of the Contract:

1.   The Annuitant is the sole Owner. The Contract is not transferable and may
     not be sold, assigned, discounted or pledged as security for a loan or as a
     security for any other obligation, other than to ML Life Insurance Company
     of New York ("we," "us" or "our"). Annuity payments under the Contract
     cannot be surrendered, commuted, assigned, encumbered or anticipated in any
     way.  Your interest in the Contract is nonforfeitable. Only your spouse may
     be designated as a Contingent Owner.

2.   Rollover and transfer amounts from plans that are not subject to the
     Employee Retirement Income Security Act of 1974, as amended, will be
     accepted as premium payments, as permitted by law. Other premium payments,
     including premium payments subject to Code Section 402(g), will not be
     accepted.

3.   Distributions under the Contract must satisfy the minimum distribution
     rules in Code Section 403(b)(10), and the regulations thereunder. The
     Annuity Date may not be later than the Required Beginning Date.

     Required Beginning Date means April 1 of the calendar year following the
     later of (i) the calendar year you attain age 70 1/2, or (ii) the calendar
     year you retire. Except in the case of a governmental plan or a church plan
     (as defined in Code Section 401(a)(9)(C)), if you are a 5% owner (as
     defined in Code Section 416), Required Beginning Date means April 1 of the
     calendar year following the calendar year you attain age 70 1/2.

4.   Any amount which becomes payable to you during your lifetime must begin on
     or before the Annuity Date and will be payable to you in substantially
     equal amounts, no less frequently than annually. Your entire interest in
     the Contract must be distributed under an Option described in paragraphs 5
     to 9 of this endorsement.

5.   Under "OPTION 1 - PAYMENTS OF A FIXED AMOUNT," the period over which
     annuity payments are made may not exceed your life expectancy, or the joint
     life expectancy of you and your designated Beneficiary, at the Annuity
     Date. If you die before the Annuity Date, the period may not exceed the
     life expectancy of your designated Beneficiary.

6.   Under "OPTION 2 - PAYMENTS FOR A FIXED PERIOD," the period may not exceed
     your life expectancy, or the joint life expectancy of you and your
     designated Beneficiary, at the Annuity Date. If you die before the Annuity
     Date, the period may not exceed the life expectancy of your designated
     Beneficiary.

7.   Under "OPTION 4 - LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 OR 20
     YEARS," the guaranteed period selected may not exceed your life expectancy,
     or the joint life expectancy of you and your designated Beneficiary, at the
     Annuity Date. If you die before the Annuity Date, the guaranteed period
     selected may not exceed the life expectancy of your designated Beneficiary.

8.   Under "OPTION 5 - LIFE ANNUITY WITH GUARANTEED RETURN OF CONTRACT VALUE,"
     the period required for distribution of the Contract Value applied under
     this option may not exceed your life expectancy, or the joint life
     expectancy of you and your designated Beneficiary, at the Annuity Date. If
     you die before the Annuity Date, the period required for distribution of
     such Contract Value may not exceed the life expectancy of your designated
     Beneficiary.


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9.   If "OPTION 6 - JOINT AND SURVIVOR LIFE ANNUITY" is chosen, the second
     person must be your spouse, if you have a spouse. If you die before the
     Annuity Date, Option 6 is not available to your Beneficiary.

10.  If you die after distribution of your interest has begun, the remaining
     portion of such interest will continue to be distributed at least as
     rapidly as under the method of distribution being used immediately
     preceding your death.

     If you die before distribution has begun, the entire interest will be
     distributed no later than December 31 of the calendar year in which the
     fifth anniversary of your death occurs. However, proceeds which are payable
     to a named Beneficiary who is a natural person may be distributed in
     substantially equal installments over the lifetime of the Beneficiary or
     over a period certain not exceeding the life expectancy of the Beneficiary,
     provided such distribution commences not later than December 31 of the
     calendar year following the calendar year in which your death occurred.

     If you die before distribution of your interest has begun and your
     Beneficiary is your surviving spouse, your surviving spouse may elect not
     later than December 31 of the calendar year in which the fifth anniversary
     of your death occurs to receive equal or substantially equal payments over
     his or her life or life expectancy commencing at any date prior to the date
     on which you would have attained age 70 1/2. Payments will be calculated
     in accordance with Code Section 403(b)(10) and the regulations thereunder.
     For the purposes of this requirement, any amount paid to your child shall
     be treated as if it had been paid to your surviving spouse if the remainder
     of the interest becomes payable to your surviving spouse when the child
     reaches the age of majority.

11.  For purposes of the foregoing provisions, life expectancy and joint and
     last survivor expectancy shall be determined by use of the expected return
     multiples in Tables V and VI of Treasury Regulation Section 1.72-9 in
     accordance with Code Section 403(b)(10) and the regulations thereunder. In
     the case of distributions under paragraphs 5 to 9 of this endorsement, your
     life expectancy or, if applicable, the joint and last survivor expectancy
     of you and your Beneficiary, will be initially determined on the basis of
     attained ages in the year you reach 70 1/2. In the case of distributions
     under paragraph 10 of this endorsement, life expectancy shall be initially
     determined on the basis of the Beneficiary's attained age in the year
     distributions are required to commence. Unless you (or your spouse) elect
     otherwise prior to the date distributions are required to commence, your
     life expectancy and, if applicable, your spouse's life expectancy shall be
     recalculated annually based on attained ages in the year for which the
     required distribution is being determined. The life expectancy of a
     nonspouse Beneficiary shall not be recalculated.

     In the case of a distribution other than in the form of life income or
     joint life income, the annual distribution required to be made by the
     Required Beginning Date is for the calendar year in which the Owner reaches
     age 70 1/2. Annual payments for subsequent years, including the year in
     which the Required Beginning Date occurs, must be made by December 31 of
     the year. The amount distributed for each year shall equal or exceed the
     Contract Value as of the close of business on December 31 of the preceding
     year, divided by the applicable life expectancy or joint and last survivor
     expectancy.

12.  Distributions from the Contract attributable to contributions made
     pursuant to a salary reduction agreement may be made only (1) after
     you attain age 59 1/2; (2) upon separation from service; (3) upon
     death or disability; or, (4) for an amount not greater than the total
     of such contributions in the case of hardship. Any withdrawal from
     the Contract shall effect a surrender of the Contract to the extent
     of such withdrawal. Any premium payments thereafter may be made only
     with our consent.




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13.  You, your spouse, or your former spouse who is the alternate payee under a
     Qualified Domestic Relations Order ("Distributee"), may elect to have any
     portion of an eligible rollover distribution paid directly to an eligible
     retirement plan. This is called a direct rollover. An eligible rollover
     distribution ("Distribution") is any distribution unless it is:

     (a)  One of a series of substantially equal periodic payments (made at
          least annually) for the life (or life expectancy) of the
          Distributee or the joint lives (or joint life expectancies) of
          the Distributee and the Distributee's designated Beneficiary, or
          for a specified period of ten years or more; or

     (b)  Any required distribution under Code Section 403(b)(10); or

     (c)  Any part of a distribution that is not includible in income.

     An eligible retirement plan is a Code Section 403(b) annuity or an
     individual retirement plan as defined in Code Section 7701(a)(37) ("IRA")
     that accepts Distributions. However, in the case of a Distribution to the
     surviving spouse, an eligible retirement plan is an IRA.

14.  We reserve the right to amend or modify the Contract or this endorsement to
     the extent necessary to comply with any law, regulations, ruling or other
     requirement necessary to establish or maintain the tax advantages,
     protections or benefits available to a tax-sheltered annuity under Code
     Section 403(b) and any other applicable law. You are responsible for
     determining that premiums, distributions and other transactions under the
     Contract comply with applicable law.

This endorsement controls over any contrary provisions of the Contract.

                                           ML LIFE INSURANCE COMPANY OF NEW YORK

                                           By: /s/ Barry G. Skolnick
                                              ----------------------------------
                                                      Secretary


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