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                                                                    EXHIBIT 4(P)

                      MERRILL LYNCH LIFE INSURANCE COMPANY

                 ROTH INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT

This endorsement is part of the Contract. The Contract, as amended, is intended
to qualify as a Roth individual retirement annuity under Section 408A of the
Internal Revenue Code of 1986, as amended (the "Code"). The following provisions
replace any contrary provisions of the Contract:

1.       The Owner shall be the Annuitant. Any provision of the Contract that
         would allow co-owners, or that would allow more than one person to
         share distributions, is deleted.

2.       The Contract is not transferable or assignable (other than pursuant to
         a divorce or separation instrument in accordance with Code Section
         408(d)(6)) and is established for the exclusive benefit of the Owner
         and his or her Beneficiaries. It may not be sold, assigned, alienated,
         or pledged as security for a loan or other obligation.

3.       The Owner's entire interest in the Contract shall be nonforfeitable.

4.       (a)      Premium payments shall be in cash. Initial premium payments
                  must be $10,000 or more and must be a qualified rollover
                  contribution from an IRA or a transfer contribution from
                  another Roth IRA. Except in the case of a qualified rollover
                  contribution or a recharacterization (as defined in paragraph
                  (f) below), no premium payment will be accepted unless the
                  total of such contributions to all the Owner's Roth IRAs for a
                  taxable year does not exceed the applicable amount (as defined
                  in (b) below), or the Owner's compensation (as defined in
                  paragraph (h) below), if less, for that taxable year. The
                  contribution described in the previous sentence that may not
                  exceed the lesser of the applicable amount or the Owner's
                  compensation is referred to as a "regular contribution." A
                  "qualified rollover contribution" is a rollover contribution
                  that meets the requirements of Code Section 408(d)(3), except
                  the one-rollover-per-year rule of Code Section 408(d)(3)(B)
                  does not apply if the rollover contribution is from an IRA
                  other than a Roth IRA (a "nonRoth IRA"). Contributions may be
                  limited under paragraphs (c) through (e) below.

         (b)      The applicable amount is determined under (i) or (ii) below:

                  (i)      If the Owner is under age 50, the applicable amount
                           is $3,000 for any taxable year beginning in 2004,
                           $4,000 for any taxable year beginning in 2005 through
                           2007 and $5,000 for any taxable year beginning in
                           2008 through 2010.

                  (ii)     If the Owner is 50 or older, the applicable amount is
                           $3,500 for any taxable year beginning in 2004, $4,500
                           for any taxable year beginning in
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                           2005, $5,000 for any taxable year beginning in 2006
                           through 2007 and $6,000 for any taxable year
                           beginning in 2008 through 2010.

                  After 2008, the limits in paragraph (b)(i) and (ii) above will
                  be adjusted by the Secretary of the Treasury for
                  cost-of-living increases under Code Section 219(b)(5)(C). Such
                  adjustments will be in multiples of $500.

         (c)      If (i) and/or (ii) below apply, the maximum regular
                  contribution that can be made to all the Owner's Roth IRAs for
                  a taxable year is the smaller amount determined under (i) or
                  (ii).

                  (i)      The maximum regular contribution is phased out
                           ratably between certain levels of modified adjusted
                           gross income ("modified AGI," defined in (g) below)
                           in accordance with the following table:

<TABLE>
<CAPTION>
                          Full                    Phase-out            No
Filing Status             Contribution            Range                Contribution
-------------             ------------            ---------------      ------------
<S>                       <C>                     <C>                  <C>
                                                  Modified AGI
                          ---------------------------------------------------------
Single or Head            $95,000 or less         Between $95,000      $110,000
of Household                                      and $110,000         or more

Joint Return              $150,000 or less        Between $150,000     $160,000
or Qualifying                                     and $160,000         or more
Widow(er)

Married-                  $0                      Between $0           $10,000
Separate Return                                   and $10,000          or more
</TABLE>

                           If the Owner's modified AGI for a taxable year is in
                           the phase-out range, the maximum regular contribution
                           determined under this table for that taxable year is
                           rounded up to the next multiple of $10 and is not
                           reduced below $200.

                  (ii)     If the Owner makes regular contributions to both Roth
                           and nonRoth IRAs for a taxable year, the maximum
                           regular contribution that can be made to all the
                           Owner's Roth IRAs for that taxable year is reduced by
                           the regular contributions made to the Owner's nonRoth
                           IRAs for the taxable year.

         (d)      A rollover from a nonRoth IRA cannot be made to this IRA if,
                  for the year the amount is distributed from the nonRoth IRA,
                  (i) the Owner is married and files a separate return, (ii) the
                  Owner is not married and has modified AGI in excess of
                  $100,000 or (iii) the Owner is married and together the Owner
                  and the Owner's spouse have modified AGI in excess of
                  $100,000. For purposes of the preceding sentence, a husband
                  and wife are not treated as married for a taxable year if they

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                  have lived apart at all times during that taxable year and
                  file separate returns for the taxable year.

         (e)      No contributions will be accepted under a SIMPLE IRA plan
                  established by any employer pursuant to Code Section 408(p).
                  Also, no transfer or rollover of funds attributable to
                  contributions made by a particular employer under its SIMPLE
                  IRA plan will be accepted from a SIMPLE IRA, that is, an IRA
                  used in conjunction with a SIMPLE IRA plan, prior to the
                  expiration of the 2-year period beginning on the date the
                  Owner first participated in that employer's SIMPLE IRA plan.

         (f)      A regular contribution to a nonRoth IRA may be recharacterized
                  pursuant to the rules in Section 1.408A-5 of the Treasury
                  Regulations as a regular contribution to this IRA, subject to
                  the limits in (c) above.

         (g)      For purposes of paragraphs (c) and (d) above, an Owner's
                  modified AGI for a taxable year is defined in Code Section
                  408A(c)(3)(C)(i) and does not include any amount included in
                  adjusted gross income as a result of a rollover from a nonRoth
                  IRA (a "conversion").

         (h)      For purposes of paragraph (a) above, compensation is defined
                  as wages, salaries, professional fees, or other amounts
                  derived from or received for personal services actually
                  rendered (including, but not limited to commissions paid
                  salesmen, compensation for services on the basis of a
                  percentage of profits, commissions on insurance premiums,
                  tips, and bonuses) and includes earned income, as defined in
                  Code Section 401(c)(2) (reduced by the deduction a
                  self-employed individual takes for contributions made to a
                  self-employed retirement plan). For purposes of this
                  definition, Code Section 401(c)(2) shall be applied as if the
                  term trade or business for purposes of Code Section 1402
                  included service described in subsection (c)(6). Compensation
                  does not include amounts derived from or received as earnings
                  or profits from property (including but not limited to
                  interest and dividends) or amounts not includible in gross
                  income. Compensation also does not include any amount received
                  as a pension or annuity or as deferred compensation. The term
                  "compensation" shall include any amount includible in the
                  individual's gross income under Code Section 71 with respect
                  to a divorce or separation instrument described in
                  subparagraph (A) of Code Section 71(b)(2). In the case of a
                  married individual filing a joint return, the greater
                  compensation of his or her spouse is treated as his or her own
                  compensation, but only to the extent that such spouse's
                  compensation is not being used for purposes of the spouse
                  making a contribution to a Roth IRA or a deductible
                  contribution to a nonRoth IRA.

         (i)      The Owner must determine whether any premium payment qualifies
                  as a permissible contribution subject to favorable tax
                  treatment under the Code. The Owner must also determine
                  whether such amount qualifies as a permissible rollover
                  contribution for income tax purposes.

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5.       This Contract does not require fixed premium payments. Any refund of
         premiums (other than excess contributions) will be applied before the
         close of the calendar year following the year of the refund toward the
         payment of additional premiums or the purchase of additional benefits.

6.       No amount is required to be distributed prior to the death of the
         Owner.

7.       (a)      Notwithstanding any provision of this IRA to the contrary, the
                  distribution of the Owner's interest in the IRA shall be made
                  in accordance with the requirements of Code Section 408(b)(3),
                  as modified by Code Section 408A(c)(5), and the regulations
                  thereunder, the provisions of which are herein incorporated by
                  reference. If distributions are not made in the form of an
                  annuity on an irrevocable basis (except for acceleration),
                  then distribution of the interest in the IRA (as determined
                  under paragraph 7(c) below) must satisfy the requirements of
                  Code Section 408(a)(6), as modified by Code Section
                  408A(c)(5), and the regulations thereunder, rather than the
                  distribution rules in this paragraph 7.

         (b)      Upon the death of the Owner, his or her entire interest will
                  be distributed at least as rapidly as follows:

                  (i)      If the designated beneficiary is someone other than
                           the Owner's surviving spouse, the entire interest
                           will be distributed, starting by the end of the
                           calendar year following the calendar year of the
                           Owner's death, over the remaining life expectancy of
                           the designated beneficiary, with such life expectancy
                           determined using the age of the beneficiary as of his
                           or her birthday in the year following the year of the
                           Owner's death, or, if elected, in accordance with
                           paragraph (b)(iii) below.

                  (ii)     If the Owner's sole designated beneficiary is the
                           Owner's surviving spouse, the entire interest will be
                           distributed, starting by the end of the calendar year
                           following the calendar year of the Owner's death (or
                           by the end of the calendar year in which the Owner
                           would have attained age 70-1/2, if later), over such
                           spouse's life, or, if elected, in accordance with
                           paragraph (b)(iii) below. If the surviving spouse
                           dies before required distributions commence to him or
                           her, the remaining interest will be distributed,
                           starting by the end of the calendar year following
                           the calendar year of the spouse's death, over the
                           spouse's designated beneficiary's remaining life
                           expectancy determined using such beneficiary's age as
                           of his or her birthday in the year following the
                           death of the spouse, or, if elected, will be
                           distributed in accordance with paragraph (b)(iii)
                           below. If the surviving spouse dies after required
                           distributions commence to him or her, any remaining
                           interest will continue to be distributed under the
                           contract option chosen.

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                  (iii)    If there is no designated beneficiary, or if
                           applicable by operation of paragraph (b)(i) or
                           (b)(ii) above, the entire interest will be
                           distributed by the end of the calendar year
                           containing the fifth anniversary of the individual's
                           death (or of the spouse's death in the case of the
                           surviving spouse's death before distributions are
                           required to begin under paragraph (b)(ii) above).

                  (iv)     Life expectancy is determined using the Single Life
                           Table in Q&A-1 of Section 1.401(a)(9)-9 of the
                           Treasury Regulations. If distributions are being made
                           to a surviving spouse as the sole designated
                           beneficiary, such spouse's remaining life expectancy
                           for a year is the number in the Single Life Table
                           corresponding to such spouse's age in the year. In
                           all other cases, remaining life expectancy for a year
                           is the number in the Single Life Table corresponding
                           to the beneficiary's age in the year specified in
                           paragraph (b)(i) or (ii) and reduced by 1 for each
                           subsequent year.

         (c)      The "interest" in the IRA includes the amount of any
                  outstanding rollover, transfer and recharacterization under
                  Q&A-7 and Q&A-8 of Section 1.408-8 of the Treasury Regulations
                  and the actuarial value of any other benefits provided under
                  the IRA, such as guaranteed death benefits.

         (d)      For purposes of paragraph (b)(ii) above, required
                  distributions are considered to commence on the date
                  distributions are required to begin to the surviving spouse
                  under such paragraph. However, if distributions start prior to
                  the applicable date in the preceding sentence, on an
                  irrevocable basis (except for acceleration) under an annuity
                  contract meeting the requirements of Section 1.401(a)(9)-6 of
                  the Treasury Regulations, then required distributions are
                  considered to commence on the annuity starting date.

         (e)      Notwithstanding any provision in the Contract to the contrary,
                  upon becoming entitled to the remaining interest of the
                  Contract, the primary or contingent beneficiary, as the case
                  may be (the "Original Beneficiary") shall have the right to
                  designate a subsequent beneficiary (the "Subsequent
                  Beneficiary") to receive any interest in the Contract that is
                  not distributed during the Original Beneficiary's lifetime if
                  the designation is executed before the death of the Original
                  Beneficiary, in a written form acceptable to Us, the
                  designation expressly refers to the remaining benefits in the
                  Contract, and the Owner did not designate a Subsequent
                  Beneficiary to receive benefits upon the Original
                  Beneficiary's death. If such remaining benefits are thus
                  payable to such a Subsequent Beneficiary, they shall be paid
                  over a period that does not extend beyond the maximum
                  distribution period over which the Original Beneficiary was
                  required to receive the interest under Section 401(a)(9) of
                  the Code.

                  If the Original Beneficiary is a trust and is receiving
                  benefits under the Contract over the life expectancy of a
                  trust beneficiary, then upon the death of such trust
                  beneficiary prior to the complete distribution of such
                  benefits to the trust, such

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                  remaining benefits shall be payable to the trust, or directly
                  to the successor trust beneficiary if so instructed in writing
                  by the trustee of such trust, over a period that does not
                  extend beyond the maximum distribution period over which the
                  Original Beneficiary was required to receive the interest
                  under Section 401(a)(9) of the Code.

         (f)      If the sole designated beneficiary is the Owner's surviving
                  spouse, the spouse may elect to treat the IRA as his or her
                  own IRA. This election will be deemed to have been made if
                  such surviving spouse makes a contribution to the IRA or fails
                  to take required distributions as a beneficiary.

         (g)      The Owner's beneficiary shall have the sole responsibility for
                  requesting or arranging for distributions that comply with
                  this endorsement and applicable income tax requirements.

8.       The insurer of this Contract shall furnish annual calendar year reports
         concerning the status of the annuity and such information concerning
         required minimum distributions as is prescribed by the Commissioner of
         Internal Revenue.

9.       This endorsement is intended to qualify the Contract under the
         provisions of Code Section 408A for federal income tax purposes. The
         provisions of the Contract in conjunction with the provisions of this
         endorsement are to be interpreted to maintain such qualification,
         notwithstanding any other provisions to the contrary. We reserve the
         right to amend or modify the Contract or this endorsement to the extent
         necessary to comply with any law, regulation, ruling or other
         requirement necessary to establish or maintain the tax advantages
         available to a Roth individual retirement annuity under Code Section
         408A and any other applicable law. We will send the Owner a copy of any
         such amendment to this endorsement. The Owner is responsible for
         determining that premiums, distributions and other transactions under
         the Contract comply with applicable law.

10.      This endorsement is effective as of the Contract Date.

                                       MERRILL LYNCH LIFE INSURANCE COMPANY

                                       By:__________________________________
                                                     Secretary

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