EXHIBIT (4)(e)

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 Rollover Annuity         MERRILL LYNCH LIFE INSURANCE COMPANY
     FINAL
    05/03/02                    DEATH BENEFIT ENDORSEMENT
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SECTION 7.1.1 OF THE CONTRACT IS REPLACED IN ITS ENTIRETY BY THE FOLLOWING:

7.1.1   DEATH PRIOR TO ANNUITY DATE: If an Owner dies prior to the Annuity Date,
        we will pay the beneficiary the death benefit specified below in a lump
        sum or, if requested, under an annuity option under Section 7.1.3. If
        the Owner is a non-natural person, then "Owner" refers to the Annuitant.
        The amount of the death benefit is determined as of the date we receive
        Due Proof of Death of the Owner at our Service Center.

        The death benefit is the greater of:

            (i)     the Contract Value; or

            (ii)    "Premiums Compounded at 5%."

        "Premiums Compounded at 5%" equals:

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

            (ii)    "adjusted" withdrawals from the Separate Account with
                    interest on them from the date of withdrawal at an interest
                    rate compounded daily to yield 5% annually.

        For purposes of compounding interest at 5%, such interest shall accrue
        until the earliest of:

            (i)     the last day of the Contract Year in which the Owner (or
                    older Owner if there are Co-Owners) attains age 80; or

            (ii)    the last day of the 20th Contract Year; or

            (iii)   the time of an ownership change where the new Owner is
                    attained age 80 or older; or

            (iv)    the date of an Owner's death.

        No interest shall accrue thereafter.

        Ownership changes will not increase the period of time used to determine
        "Premiums Compounded at 5%."

        Each "adjusted" withdrawal equals the amount withdrawn multiplied by an
        adjustment factor. To determine the adjustment factor, calculate the
        total of all withdrawals taken during the Contract Year, including any
        currently requested withdrawal.

        If the total of all withdrawals since the previous Contract Anniversary
        is less than or equal to 5% times "Premiums Compounded at 5%" as of the
        previous Contract Anniversary, the adjustment factor is equal to 1.0
        divided by 1.05 raised to a fraction. The fraction is equal to the
        number of days remaining in the Contract Year, excluding leap days,
        divided by 365.

        If the total of all withdrawals is greater than 5% times "Premiums
        Compounded at 5%" as of the previous Contract Anniversary, the
        adjustment factor is equal to "Premiums Compounded at 5%" divided by the
        Contract Value, where both values are determined immediately prior to
        the withdrawal.



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        "Premiums Compounded at 5%" on the Contract Date is equal to the initial
        premium.

        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
        following receipt of the death certificate, and payment will be made in
        a lump sum.

This endorsement controls over any contrary provisions of the Contract or
previous endorsements.

                                          MERRILL LYNCH LIFE INSURANCE COMPANY

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



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